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This Letter contains the comments by done on our bylaws and the NCC boards response to those comments
March 13, 2002
TO: Mr. Bill Christopher President Department Of Neighborhood Empowerment
305 E. First Street Los Angeles, Ca 90012 Via Mail E-mail and FAX (213) 485-4608 E-mail: DONE@mailbox.lacity.org Cc: Greg Nelson, Rita Moreno Bill: This is our response to the DONE review of our Bylaws. We have sent the information to our entire Board of Directors for review, and have incorporated their comments into our response. If the issues are brought up at our Certification Hearing on March 19, you can expect answers as included herein.
Walter
Here is an index that was not part of the response.
The primary issue is can the Stakeholders vote on all issues as our bylaws and the charter call for or are they denied the right to vote as done demands
ARTICLE I: NAME
ARTICLE III: BOUNDARIES
ARTICLE VI NON-PROFIT ORGANIZATION
ARTICLE VIII: AFFILIATIONS
ARTICLE X: MEMBERSHIP
ARTICLE XI. Directors
ARTICLE XII: OFFICERS
ARTICLE XIV: MEETINGS
ARTICLE XVI: QUORUMS AND VOTING
ARTICLE XVII: GRIEVANCE PROCEDURE
ARTICLE XVIII: REVIEW AND INSPECTION OF RECORDS
ARTICLE XIX: AMENDMENTS
ARTICLE XX: EFFECTIVE DATE
ARTICLE I NOW READS: I.1
. The name of this non-profit, unincorporated association shall be: "Northridge Community Council" ("The Council")
DONE COMMENT - Applicant should delete “(“The Council”) unless this is indeed part of the NC’s name. They can add it under Article II: Mission, after “Northridge Community Council”.
NCC RESPONSE: We will submit an amendment to our Stakeholders proposing to move the words “(the council)” to Article II, as suggested by DONE.
Proposed Change for Article I:
1. The name of this non-profit, unincorporated association shall be: "Northridge Community Council"
ARTICLE II: MISSION Bylaws:
Proposed Change for Article II:
1. The Mission of the Northridge Community Council (“The Council”) is to facilitate communication between the City of Los Angeles and Community Stakeholders on issues of concern to the community and/or to the Community Stakeholders
NOW READS 1(after changes agreed during mediation and approved by the stakeholders): III.1. The physical boundaries of the Council include the entire geographical area defined by U.S. Postal Service zip codes 91324 through 91330, plus a small portion of 91343, which receives mail addressed to the community of Northridge. The portion of the 91343 zip code is bounded by Lassen St. on the North, 405 freeway on the East, Roscoe Blvd. on the South, and Balboa Blvd. on the West.
Excluding the area bounded by Roscoe Blvd. then west to Tampa, then north to Parthenia St., then east to Aliso Canyon Wash then north to Nordhoff St, then east to Lindley Ave. and then south to Roscoe Blvd.[1] We share the commercial and industrial zoned property in the Reseda Blvd. corridor from Nordhoff St. to Roscoe Blvd. and the industrial zoned property along the Parthenia corridor from Tampa to Lindley. [1]
[1] Added by amendment 1-16-02.
DONE COMMENT - Per the mediation held with this group, these boundaries are incorrect. The group’s boundaries include zip codes 91324, 91325, 91326, 91330, and Lassen St. on the North; Roscoe Blvd. on the South; the 405 Freeway on the East; Balboa Blvd. on the West; and excluding Parthenia St. (between Tampa Ave. and the Aliso Canyon Wash) and Nordhoff St. (between the Aliso Canyon Wash and Lindley Ave.) on the North; Roscoe Blvd. on the South; Lindley Ave. on the East; and Aliso Canyon Wash (between Nordhoff St. and Parthenia St.) and Tampa Ave. (between Parthenia St. and Roscoe Blvd.) on the West. The group also includes the Reseda Blvd. commercial corridor from Nordhoff St. to Roscoe Blvd.
NCC RESPONSE: We believe our current Bylaw description, as shown above, matches yours except the description of the sharing of the industrial area. Please note that Don Larson approved the boundaries shown above at our 1-16-02 meeting as correct for his area.
NOW READS: 2. The Council may adjust these boundaries at any time, if deemed to be in the best interests of the Council
DONE COMMENT - Any adjustments to the boundaries must be reviewed by D.O.N.E. and approved by the Board of Neighborhood Commissioners [Plan Article V(2)(a) & (b)].
NCC RESPONSE: See ARTICLE XIX: AMENDMENTS below
NOW READS: 1. This Council is organized solely for non-profit purposes and intents, and there is no contemplation whatsoever of any pecuniary gain or profit to its Members or any of them.
DONE COMMENT - This article needs to be deleted, as the Board of Neighborhood Commissioners is not certifying a non-profit.
NCC RESPONSE: We will submit this to our stakeholders for a vote to delete non-profit status. However, it should be noted that by removing the non-profit status, all chances of receiving donations as a non-profit are lost, as no tax benefit is received for a donation. Also, most donor groups require the recipient to have a non-profit status before a donation is made to the recipient. SINCE THE CITY CHARTER DOES NOT PROHIBIT US FROM FORMING AS A NON-PROFIT, WE SPECIFICALLY REQUEST THAT YOU PROVIDE A LEGAL OPINION AS TO WHY THE COMMISSION WILL NOT CERTIFY US AS A NON-PROFIT.
NOW READS: . 1. The Council may affiliate itself, or enter into an affiliation with any other organization or group, other than a partisan political organization or group. However, such affiliation must be in accordance with the By-Laws and the laws of the State of California, and must be approved by a majority vote of all Directors of record.
DONE COMMENT - I’d like a little more information about what it is the group is trying to do in this article.
NCC RESPONSE: We agree that the Article VIII is not very clear as to its need or purpose, and we will submit an Amendment to our stakeholders proposing to remove Article VIII, as suggested by DONE. An Amendment will also be submitted to re-number the remaining Articles, if Article VIII is removed.
NOW READS: 1. “Those eligible for membership in the Council are the Community Stakeholders within the boundaries of the Council. A Community Stakeholder is defined as anyone who lives, works or owns property in the area (Los Angeles City Charter, Sec 906(2))
DONE COMMENT -. This item should read a little clearly in the sense that “membership is open to all Stakeholders”, then stating the definition of a Stakeholder.
NCC RESPONSE: We believe the Item already clearly states that membership is open to all Stakeholders and conforms to the LA City Charter, as shown below.
LA City Charter Sec. 906 (2). Certification of Neighborhood Councils.
By- laws. Each neighborhood council seeking official certification or recognition from the City shall submit an organization plan and by- laws to the Department of Neighborhood Empowerment showing, at a minimum:
(2) neighborhood council membership will be open to everyone who lives, works or owns property in the area (stakeholders);
NOW READS: 2. A Community Stakeholder shall become a Voting Stakeholder of the Council upon the completion of a Membership/Registration Application (in form determined by the Directors) and submission of same to the Secretary.
DONE COMMENT -. This is allowable as long as the Interim Directors follow the Brown Act.
NCC RESPONSE: We believe this is comment is an error and does not pertain to Item 2.
NOW READS: 4. Each Voting Stakeholder is entitled to one (1) vote on each and every issue coming before the Council for a vote.
DONE COMMENT - Item 4. Only the Directors will vote on issues before the Neighborhood Council [Plan Article III (2)(c)(ii)(2)].
NCC RESPONSE: Our Bylaws are clear that we stress one man (person) one vote. The LA City Charter clearly states that “every stakeholder to participate in the conduct of business, deliberation and decision- making”. The demand that we remove the stakeholders right to vote clearly violates the plan language of the charter.
Our Stakeholders specifically voted to NOT have a “little city council” running our Neighborhood Council. The whole concept of a Neighborhood Council is to let the neighbors control their community. If you insist that we deny the Stakeholders a vote in every issue, then we will submit it for their vote as an Amendment. However, it is highly unlikely that the Stakeholders will voluntarily give up their right to vote. The City Charter Section is shown below.
LA City Charter Sec. 906 (6). Certification of Neighborhood Councils.
By- laws. Each neighborhood council seeking official certification or recognition from the City shall submit an organization plan and by- laws to the Department of Neighborhood Empowerment showing, at a minimum:
(6) guarantees that all meetings will be open and public, and permit, to the extent feasible, every stakeholder to participate in the conduct of business, deliberation and decision- making.
NOW READS:. Interim Directors will act as Directors until the first election is completed.
DONE COMMENT - This is allowable as long as the Interim Directors follow the Brown Act.
NCC RESPONSE: All of our meetings are under the Brown Act and we do not understand your position. Refer to Item 1a of our Bylaws, which reads:
Article XIV1. Regular and Special meetings will be held for the entire Community of Northridge (Town Hall Meetings) and for the Board of Directors (Board Meetings) and its Committees and Subcommittees, at such times and places as the Board may designate.
a. All such meetings shall be conducted in accordance with the Open Meeting requirements of the State of California (the Ralph M. Brown Act of the California Government Code), as they may exist from time to time.
NOW READS: 4. Directors will vote on internal affairs of the Board.
a. Directors shall not vote on matters that concern individual Stakeholders or groups in the community. Such matters shall be voted on by Stakeholders at Town Hall Meetings.
b. Each Director is considered a Voting Stakeholder at Town Hall Meetings, and as such is entitled to one (1) vote on each and every issue coming before the Council at such meetings.
DONE COMMENT - The Directors will vote on all affairs before the Board. These matters shall not be voted on by Community Stakeholders not on the Board of Directors.
NCC RESPONSE: Our Bylaws are clear that we stress one man (person) one vote. Our Stakeholders specifically voted to NOT have a “little city council” running our Neighborhood Council. The whole concept of a Neighborhood Council is to let the neighbors control their community. If you insist that we deny the Stakeholders a vote in every action, then we will submit it for their vote as an Amendment. However, it is highly unlikely that the Stakeholders will voluntarily give up their right to vote.
NOW READS: 5. The Board shall consist of no less than five (5) Directors, and the immediate past President as ex-officio non-voting Member.
6. The initial Board elected at the first election will consist of a maximum of 15 Directors.
DONE COMMENT - There should be a definitive number of Board members.
NCC RESPONSE: The stakeholders voted on the bylaws to not fix the number of Directors, but voted instead to let them float up from 5 as needed, commensurate with their duties to each act as a liaison between the community and one or more of 48 various city departments. Unless you make a compelling legal reason, it is unlikely that they will change their vote. How many do you think we should be limited to?
NOW READS:14. The Directors shall set the agenda for all Board Meetings and Town Hall Meetings. Community Stakeholders may add items to the agenda by submitting them to the Secretary on a timely basis and providing sufficient copies to distribute at the meeting.
DONE COMMENT - Item 14. I’m not sure what the difference is between Board meetings and Town Hall meetings, since Board meetings are subject to the Brown Act and are open to everyone. Likewise, there is open discussion on items before the Board, as well as any items of interest to the attendees.
NCC RESPONSE: The only distinction is that at a Board meeting, only issues that are internal issues can be voted on (refer to Articles XIV and XVI). Stakeholders at a Town Hall Meeting can vote on all issues. Both are subject to the Brown Act.
NOW READS:
4. The Treasurer shall serve as the financial agent of the Council.
a. The Treasurer shall have the care and custody of the money of the Council.
b. The Treasurer shall oversee and manage the collection, deposit, and maintenance of all Council funds.
c. The Treasurer shall oversee and manage the payment of the lawful obligations of the Council.
d. The Treasurer shall put into place and maintain sufficient "checks and balances" in the Council's accounting and financial systems so as to safeguard its funds.
e. The Treasurer shall ensure that all records are kept in accordance with Generally Accepted Accounting Principles (GAAP).
f. The Treasurer shall be a signator on all Council accounts, along with such other officers as the Board may from time to time so designate.
g. The Treasurer shall render regular financial statements and/or accountings as the Board shall designate.
h. The Treasurer shall prepare all financial information to be submitted by the Secretary as required by the City of Los Angeles.
i. The Treasurer shall make certain that the books and records of the Council are open for inspection by any Community Stakeholder.
j. The Treasurer shall oversee the preparation and filing of tax returns as required and appropriate.
DONE COMMENT - This item needs to comply with the recommendations of the Department’s Accounting Division.
NCC RESPONSE: Refer to Item 4 e above. We are committed to comply with Generally Accepted Accounting Principles (GAAP). These are worldwide accounting standards that control accounting issues of all entities. Even LA City must comply with GAAP. Please tell us what part of GAAP is unacceptable to your Accounting Division and provide its legal authority to deviate from GAAP and to instruct us to deviate from GAAP.
DONE COMMENT - Item 4(j). I don’t believe this item is necessary, as City entities do not have to file tax returns.
NCC RESPONSE: It requires us to file tax returns as required. If none are required none will be filed.
NOW READS: 1. Regular and Special meetings will be held for the entire Community of Northridge (Town Hall Meetings) and for the Board of Directors (Board Meetings) and its Committees and Subcommittees, at such times and places as the Board may designate. a. All such meetings shall be conducted in accordance with the Open Meeting requirements of the State of California (the Ralph M. Brown Act of the California Government Code), as they may exist from time to time. b. Ethics: Demonstrate the highest standards of personal integrity, truthfulness honesty, and fortitude so as to inspire public confidence and trust.
Serve in such a way not to realize undue personal gain fro performance of our duties.
Support and implement merit employment, affirmative action, and advancement of qualified persons from all elements of society.
Eliminate fraud and mismanagement of public funds, and support colleagues who are making responsible efforts Serve with respect, concern, courtesy, and responsiveness. Service to the public is beyond service to self.
Encourage professional development of associates.
Support open communication, creativity, dedication, and compassion.
Promote the public interest.
Keep up to date on emerging issues; administer public business with professional competence, fairness, impartiality, efficiency, and effectiveness.
Respect, support, study, work to improve the constitution and laws.
DONE COMMENT - The Ethics statement should probably be a separate article, which includes language that (1) the Council, its representatives, and all Stakeholders will endeavor to conduct Council business in a professional and respectful manner.
(2) That the Council is committed to developing a system whereby pertinent information transmitted through the City’s Early Notification System will be disseminated or made available to every stakeholder in the Council, in a timely manner.
(3) And, that the Council, its representatives, and all stakeholders will refrain from violating Board Rules and shall abide by the Plan and all City, County, State, and/or federal laws that apply.
NCC RESPONSE to (1) and (3): The stakeholders voted on these ethics requirements after much discussion and research. They rejected the City Council’s requirements as too weak, narrow, and ineffective for our purpose. It was also felt that since we automatically would conform to the laws of the land, that a statement to follow the law was redundant. We also voted not to follow any “Plan” that is an action imposed on the Council without the rule of law and which is not set forth in City Charter Article IX. WE SPECIFICALLY REQUEST THAT DONE PROVIDE A LEGAL OPINION THAT STATES WHY OUR ETHICS REQUIREMENTS MUST BE CONTROLLED BY “THE PLAN” AND THAT THEY BE INCLUDED AS A SPECIFIC ARTICLE OF OUR BYLAWS.
NCC RESPONSE to (2): Per our Bylaw Article 1, the Mission of the Northridge Community Council is to facilitate communication between the City of Los Angeles and Community Stakeholders on issues of concern to the community and/or to the Community Stakeholders.
The so-called Early Warning System gives us at a minimum, 72 hours notice. We will NOT be able to notify every stakeholder, just as the City Council does not notify ever voter in the city.
We will notify stakeholders by E-mail of issues who have provided an e-mail address, affecting the community and post that information on our web page, which makes it available to the stakeholders and the general public. You cannot ask us to provide notifications that LA City government has either refused or failed to provide. If funds become we will expend our out reach to include phone call and mail.
WE SPECIFICALLY REQUEST THAT DONE PROVIDE A LEGAL OPINION THAT DEFINES THE PHRASE “WILL BE DISSEMINATED OR MADE AVAILABLE TO EVERY STAKEHOLDER IN THE COUNCIL, IN A TIMELY MANNER”, AND THAT DESCRIBES THE METHODOLOGY BY WHICH THIS IS EXPECTED TO OCCUR.
2. The Secretary shall direct that Notice of all meetings, including date, time, location and purposes therefore, shall be provided to the Department of Neighborhood Empowerment which is charged to provide same to the Los Angeles City Clerk's Office, and also will direct that Notice will be posted 10 days in advance at a. Northridge Library b. Porter Ranch Library c. Northridge Park d. the Council’s web site (www.northridgecouncil.org )
e. and will be e-mailed to all Community Stakeholders who have provided an e-mail address, and other methods that the Secretary finds feasible. This posting meets the requirement of the Ralph M. Brown Act.
DONE COMMENT -. The applicant may simply state that notices of all meetings shall be posted in the sites listed in the Public Notice Location Log submitted with the application. If there is ever a need to change any one of the locations, the group will have to amend its bylaws in order to do so.
NCC RESPONSE: We agree that it will be cumbersome to change the Bylaws if a posting location changes. However, we do intend to disclose our posting places. We will submit an Amendment to our stakeholders proposing to modify Item 2 as shown below:
Bylaws: Proposed Change for Item 2 of Article XIV:
2.The Secretary shall direct that Notice of all meetings, including date, time, location and purposes therefore, shall be provided to the Department of Neighborhood Empowerment which is charged to provide same to the Los Angeles City Clerk's Office, and also will direct that Notice will be posted 10 days in advance at a. Various sites to be listed in the Council’s Policies and Procedures Manual, and b. on the Council’s web site (www.northridgecouncil.org ), and c. will be e-mailed to all Community Stakeholders who have provided an e-mail address, and other methods that the Secretary finds feasible. This posting meets the requirement of the Ralph M. Brown Act.
NOW READS: 8.The first annual Town Hall Nominating Meeting shall be held as part of the first Town Hall Meeting following the acceptance of these By-Laws. The principal activity at this meeting will be the taking of nominations for the Director positions for the coming year. Additional business may be conducted at this meeting as long as it is properly set forth in the agenda.
9. The first annual Town Hall Election Meeting will be held as part of the first Town Hall Meeting following the Nominating Meeting. The principal activity at this meeting shall be the election of Directors. Those eligible to vote at this meeting are the Voting Stakeholders active as of the conclusion of the Annual Town Hall Nominating Meeting. Other business may be conducted at this meeting as long as it is properly set forth in the agenda.
DONE COMMENT - Items 8 & 9. Since the governing body has not been elected, it does not make sense that any business will be conducted at the election meeting, since those decisions are made and agendized by the Board members.
NCC RESPONSE: As we have already completed these tasks, your comments are not applicable.
NOW READS: 1. Quorums for purposes of voting shall be as follows for Town Hall Meetings, Board Meetings, and Committee/Subcommittee meetings:
a. A quorum for Town Hall Meetings will be equal to a majority of Voting Stakeholders present at the meeting. i. There is no minimum number of Voting Stakeholders necessary to constitute a quorum at Town Hall Meetings.
DONE COMMENT - This item will only pertain to the nominating and election town hall meetings.
NCC RESPONSE: We do not agree, as the Stakeholders voted to apply this standard to all meetings.
DONE COMMENT – none
NCC RESPONSE: There was no comment from DONE under this Article. We therefore assume DONE had no concerns.
NOW READS: 3.The Secretary is the official custodian of all records of the Council, with the exception of its financial records, and shall be responsible to maintain them. h. The Secretary is responsible for developing and maintaining a system through which the Council can communicate with its Community Stakeholders on a regular basis and in a manner that assures that information is disseminated evenly and in a timely manner to such Community Stakeholders.
i. The Secretary shall cause as many records as possible, including the By-Laws, to be posted on the Council website.
BYLAW ARTICLE XVIII.3
NOW READS: 3.The Council voluntarily makes itself subject to the California Public Records Act (California Government Code §6251) to provide full public access to its records.
DONE COMMENT - Applicant needs to add a statement as to the process Stakeholders must follow to review the NC’s records.
NCC RESPONSE: We have made it very clear that we voluntarily agree to conform the California Public Records Act. We will post as many records as possible online and will disseminate all information to the stakeholders. We only wish city government did the same?
NOW READS: 1. These By-Laws may be Amended as follows:
a. All suggested Amendments to these By-Laws must be submitted to the Secretary in writing including facsimile transmission or e-mail.
b. The Secretary will place the suggested Amendment on the Agenda for the following Town Hall meeting where discussion will be held concerning the suggested Amendment. The Amendment will be placed on the Agenda for the following Town Hall meeting.
DONE COMMENT - Any amendments to a certified Neighborhood Council’s bylaws must be approved by D.O.N.E. (Plan Article V Section 3).
NCC RESPONSE: The Stakeholders voting on the Bylaws did not vote to give DONE control of our Bylaws. It is not likely that they will now change their vote to give DONE control. DONE can always decertify our Neighborhood Council if any changes are not acceptable to them.
NOW READS: WHEREFORE, these By-Laws were adopted by vote of the Membership of the Council this 19th day of September 2001, in the Community of Northridge, City and County of Los Angeles, State of California.
DONE COMMENT - Applicant may want to delete this article, as the date is uncertain. Once the Neighborhood Council is certified and the Stakeholders adopt these bylaws, the date of adoption can be stamped onto an “original” copy for the NC’s records.
NCC RESPONSE: The date is not uncertain, as 9-19-01 is the data the Stakeholders proudly voted for these bylaws, just 8 days after 9-11.