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HomeMy WebLinkAbout99-01RESOLUTION NO. 99-01 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TRES ItERMANOS CONSERVATION AUTHORITY APPROVING THE TRES HERMANOS CONSERVATION AUTHORITY BY-LAWS WHEREAS, the Tres Hermanos Conservation Authority was formed through a joint exercise of powers agreement, by the Cities of Chino Hills and Diamond Bar, and WHEREAS, the Board of Directors of the Tres Hermanos Conservation Authority have determined that it is appropriate and necessary to prepare and approve by-laws, which set forth policies and procedures for the conducting of the Tres Hermanos Conservation Authority's business; and WHEREAS, The Board of Directors directed staff to prepare draft by-laws, for the Board's review, comment, modification and approval and; WHEREAS, on May 17, 1999, the Board of Directors approved a final draft of the proposed Tres Hermans Conservation Authority by-laws and directed staff to prepare a resolution of approval, for the Board's consideration. NOW, THEREFORE BE IT RESOLVED that the Board of Directors of the Tres Hermanos Conservation Authority does and hereby approves the Tres Hermanos Conservation Authority by-laws, which are attached hereto and incorporated herewith as though fully set forth. PASSED, ADOPTED AND APPROVED this 9th day of August, 1999. bhairman 1, TERRENCE L. BELANGER, Executive Director of the Tres Hermanos Conservation Authority do hereby certify that the foregoing Resolution was passed, adopted and approved at a regular meeting of the Board of Directors of the Tres Hermanos Conservation Authority held on the 9th day of August, 1999, by the following vote: AYES: BOARD MEMBERS: Graham, Thalman, Herrera, Huff NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None ABSTAINED: BOARD MEMBERS: None ATTEST: i Executive Director of The Tres anos Conservation Authority THCA Resolution No. 99-1 TRES HERMANOS CONSERVATION AUTHORITY BY-LAWS In accordance with Article 1, Subsection (8) of the Tres Hermans Conservation Authority, Joint Exercise of Powers Agreement, the Board may adopt by-laws, rules and regulations for the conduct of its meetings or as are necessary for the purposes hereof. The following by-laws are hereby established pursuant to Article I, Subsection (8). ARTICLE 1. DEFINITIONS: A. ELECTED OFFICERS 1. The Board shall elect from among the Board members the following officers: a. Chairman. The Director elected by the Board to service as chief officer of the Authority. The Chairman shall preside over the Board and conduct all meetings of the Board. The Chairman shall execute all contracts, deeds, warrants, and other official documents on behalf of the Authority as authorized by the Board. b. Vice Chairman. The elected officer who in the absence or inability of the Chairman to act shall act in the Chairman's capacity. 2. At no time shall the Chairman and Vice -Chairman be from the same Participating Agency. The Chairmanship shall rotate between Directors representing City of Chino Hills and the City of Diamond Bar. 3. Those elected to the position of Chairman, and Vice Chairman, at the Initial Meeting shall serve until the Annual Meeting of odd -numbered years. The term to be served by the Chairman and Vice -Chairman shall be for two years. The Annual Meeting shall be held at the regular March meeting, of each year. Subsequent terms, beginning July 1, for the Chairman and Vice Chairman shall run for two (2) years, with elections held at the Annual Meeting of odd -numbered years. Tres Hermans JPA By -Laws 5/17/99 Revised 8/9/99 Res. 99-01 B. APPOINTED OFFICERS. The Board shall appoint the following officers: Executive Director. The City Manager of the City of Diamond Bar, shall initially serve as the Executive Director with the office being rotated between the City Managers of each city at the time of the Annual Meeting of odd -numbered years. The Executive Director shall exercise the duties described in Article 5. 2. Secretary. The Executive Director, or his designee, shall serve as Secretary. The Secretary shall take and hold minutes of the meeting, attest to contracts and other documents, record documents as necessary, keep and maintain records, and perform such other and further administrative, documentation, and related functions. Treasurer/Auditor. The City Manager of City of Chino Hills or City of Diamond Bar who is not appointed as Executive Director/Secretary, or their designee, shall serve as Treasurer and shall initially be the City of Chino Hills City Manager. The person serving as Finance Director of the Participating Agency whose City Manager serves as Treasurer shall perform the functions of auditor as required by Government Code Section 6505.5 or 6505.6. 4. General Counsel. The member of the California State Bar appointed by the Board shall serve as the legal advisor to the Authority. Initially, the person serving in this capacity shall be Michael B. Montgomery. C. VACANCIES. In the event of a vacancy of a Director, the vacancy on the Board shall be filled, by the affected Participating Agency. The affected Participating Agency may appoint an interim replacement Director until the new Director is seated. In the event a vacancy, as referenced herein, is filled by the Alternate Board Member, the affected City Council shall appoint a permanent Alternate to complete the term of the Member. Tres Hermans JPA By -Laws 5/17/99 Revised 8/9/99 Res. 99-01 ARTICLE 2. POWERS OF THE BOARD OF DIRECTORS A. APPROVAL OF OPERATING BUDGET. At the first meeting following the Organizational Meeting and annually thereafter, no later than the June Meeting, the Board shall review and approve a Two -Year Annual Operating Budget, for the period of July I ' of the first year through June 30t1 of the second year. The Board may, from time to time, modify the Authority's budget. B. REVIEW FUND ACCOUNTINGS. The Board shall receive and review, at least quarterly, accountings of all funds received and disbursed pursuant to this Agreement C. POWER TO CONDUCT MEETINGS. The Board shall have the power to conduct on behalf of the Authority all business of the Authority including that assigned to the Executive Director. The Board may review, modify, and override all decisions and acts of the Executive Director. D. AUTHORITY PROCEDURES. The Board may after adoption, by resolution, of the By -Laws; and from time to time, thereafter, amend the bylaws for the Authority. The Board may establish, and may thereafter from time to time amend, such other policies, rules, regulations, and procedures to govern its operations as it deems appropriate. The Board may adopt by reference the rules and regulations of any Participating Agency. E. AUTHORITY AUDIT. The Board shall arrange and provide for a biannual audit of the accounts and records of the Authority by an Auditor. Copies of such audit shall be distributed to the Members within ninety (90) days following the close of the audit period. 3 Tres Hermans JPA By -Laws 5/17/99 Revised 8/9/99 Res. 99-01 F. EMPLOYEES: CONTRACTORS. The Board shall have the power to authorize the employment of persons on a full time or part time basis, and to establish the terms and conditions of employment, as necessary to carry out the purposes of the Authority. The Board shall also have the authority to contract for professional, legal, administrative, technical, and other services to be provided to the Authority. G. EXECUTION OF CONTRACTS, DEEDS AND OTHER DOCUMENTS. Upon approval by the Board, all contracts, deeds, warrants and other official documents on behalf of the Authority shall be executed by the Chairman or the Executive Director, and attested to by the Secretary and approved as to form by the General Counsel. A. MEETINGS. The Board shall meet monthly; or, more frequently as the Board may determine. All meetings shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act (Gov. Code §54950 et SeMc .). All meetings shall be held in the Offices of the City of the Chairman of the Tres Hermanos Conservation Authority, or such other place as the Board may determine. B. SPECIAL MEETINGS. A special meeting may be called by the Chairman or by the vote of three (3) members of the Board. All such meetings shall be called, noticed, held and conducted in accordance with the Brown Act. C. QUORUM. A quorum of the Board shall consist of three (3) of the Members (or their alternates) (fifty percent (50%) plus one (1)). A vote by a majority of those present at a meeting shall be sufficient to constitute action by the Board, unless otherwise specified herein or in an applicable bylaw, rule, regulation, or procedure established by the Board. 4 Tres Hermans JPA By -Laws 5/17/99 Revised 8/9/99 Res. 99-01 D. MINUTES. The Secretary of the Board shall cause minutes of regular, adjourned regular, and special meetings to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Member. E. MEETING AGENDA. An agenda of the meeting shall be prepared and posted pursuant to the Brown Act. F. CONDUCT OF MEETINGS. The Chairman, or in the absence of the Chairman the Vice -Chairman, shall conduct the meetings. Meeting shall be conducted in the spirit of "Robert's Rules of Order"; unless otherwise provided by any rule, regulation or bylaw of the Board. G. APPEAL OF DECISION OF ACTIONS. Any Member may appeal to the full Board any decision or action taken by the Executive Director, for a full discussion of the decision or action taken, by making a written request to the Executive Director that the Board review the decision or action taken. The decision or action shall be suspended pending such Board review. If time is of the essence in respect to the decision or action taken, the Chairman of the Board shall call for a Special Board meeting as soon as practical to conduct such review. H. VOTE REQUIRED. 1. Unless otherwise provided for in these by-laws, rules, regulations, or procedures adopted by the Board, a majority vote of the Members present and voting shall be sufficient to approve Board actions. 2. Notwithstanding subsection 1 of this Section H, the following decisions shall require a Majority Vote: a. Adoption and thereafter any amendment of the budget. b. Proposing an amendment to the By -Laws. C. Approving any expenditure or contract in excess of $50,000. d. Approving any change in the assessment formula. 5 Tres Hemanos JPA By -Laws 5/17199 Revised 8/9/99 Res. 99-01 e. Any other matter, which the Board determines, by resolution, should be included in this Section. ARTICLE 4. ASSESSMENTS. A. ANNUAL BUDGET. The Executive Director shall direct the preparation of an Authority's Operating Budget to be approved by the Board at the Annual Meeting. The, approval of the Budget shall require a Concurrent Majority Vote. B. AUTHORITY TO ASSESS MEMBERS. To pay its necessary and proper expenses, the Authority may levy an assessment against its members. The assessment shall be sufficient to pay all expenses of the Authority, as set forth in the Budget, which will not be timely offset by other anticipated revenues of the Authority. C. TIME FOR PAYMENT. The Assessment may be paid quarterly, or on such other frequency as the Board may determine. D. FORMULA FOR ASSESSMENT. The allocation of the Assessment to the Participating Agencies shall be on an equal basis between the member agencies. The allocation formula may be modified to some other basis, such as land value, revenue generated, or other, by a Resolution approved by a Concurrent Majority Vote. ARTICLE 5 DUTIES OF ADMINISTRATIVE STAFF A. GENERAL DUTIES. The Executive Director shall have general authority to administer the Authority under the direction and control of the Board. The Executive Director shall have the authority to hire, manage, discipline, and terminate all employees for such positions as may be authorized by the Board, and administer all consulting and other contracts when approved by the Board. The Executive Director shall recommend the budget and annual assessments to the Board. The general duties shall include such Tres Hemtanos JPA By -Laws 5/17/99 Revised 8/9/99 Res. 99-01 other duties as specified in any bylaws, rules, regulations, or procedures adopted by the Board. The duties of the Executive Director may be delegated by the Executive Director to subordinate employees or performed through contractual services. ARTICLE 6 APPOINTMENT OF TREASURER: FINANCES: DUTIES A. PURCHASING. The Controller shall recommend to the Board appropriate rules and regulations for the purchasing of supplies, services, and equipment, and shall thereafter undertake all such activity in accordance with the rules and regulations so adopted. B. FUNDS AND ACCOUNTS. The Treasurer of the Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by the Board. The Treasurer shall have the custody of and disburse the Authority's funds, and shall have the authority to delegate the signatory function of the Treasurer to such persons as authorized by the Board. Any disbursement over Two Hundred Fifty Dollars ($250) shall require two signatures, one signature each from each member jurisdiction. C. BOND REOUIREMENT. A bond paid by the Authority, in the amount determined by the Board to be adequate, shall be required of all officers and personnel authorized to disburse funds of the Authority. D. DUTIES OF TREASURER. The Treasurer of the Authority shall assume the duties described in Government Code Section 6505.5 as it may from time to time be amended, including: 1. Receive and receipt for all money of the Authority and place it in the treasury of the Treasurer to the credit of the Authority; 7 Tres Heananos JPA By -Laws 5/17/99 Revised 8/9/99 Res. 99-01 2. In accordance with law, manage the investment of all funds of the Authority, keeping sufficient liquidity to pay on time all obligations of the Authority; 3. Be responsible upon his or her official bond for the safekeeping and disbursement of all of Authority money so held by him or her; 4. Pay, when due, out of the money of the Authority so held by him or her, all sums payable on outstanding bonds and coupons of the Authority; 5. Pay any other sums due from the Authority from Authority money only upon warrants signed by the Authority officer of employee so authorized by this Agreement; Recommend a budget to the Executive Director for submission to the Board for adoption as the Authority's budget,- Verify udget; Verify and report in writing on the first day of July, October, January, and April of each year to the Authority and to the Parties the amount of money he or she holds for the Authority, the amount of receipts since the last report, and the amount paid out since the last report; and To report in writing to the Authority and the Board, within one hundred twenty (120) days following the close of the Fiscal Year on all financial activities for the Fiscal Year just ended. ARTICLE 7 INDEMNIFICATION AND INSURANCE A. INSURANCE. 1. The Authority shall obtain necessary bonding, fiduciary liability, officers and Director's liability insurance, and other insurance coverage on a pooled basis as Tres Hermans JPA By -Laws 5/17/99 Revised 8/9/99 Res. 99-01 deemed necessary by the Board for all Members, officers, and employees. Such coverage shall be an administrative expense. 2. The Authority shall procure and maintain, from the Effective date, comprehensive liability insurance in the minimum amount of Five Million Dollars ($5,000,000) combined single limit per occurrence and annual aggregate. Each of the Authority's Members shall be named as an additional insured on all Authority insurance policies. Alternatively, the Authority may self -insure. The Authority shall, if necessary or required, procure and maintain worker's compensation insurance as required by law. B. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules, all pension, relief, disability, worker's compensation, and other benefits; which apply to the activity of officers, agents, or employees of any Member when performing their respective functions within the territorial limits of the Member, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties extraterritorially hereunder. 9 Tres Hennanos JPA By -Laws 5/17/99 Revised 8/9/99 Res. 99-01