Memorandum

To: Northridge Community Council, Interim Board

From: Rita Moreno, Senior Project Coordinator

cc: Matthew Fitzgerald, Project Coordinator

Date: June 6, 2003

Re: Proposed Northridge Community Council Bylaws

In order to assist the proposed Northridge Community Council with its application for certification, the Department of Neighborhood Empowerment has reviewed your bylaws, with input from the Office of the City Attorney. Our primary goal is to identify provisions that may violate laws, such as the City Charter, City ordinances, and the Brown Act. However, we also provide suggestions regarding other provisions in your bylaws that you may want to amend for the reasons stated.

If the provisions that have been identified as "required changes" are not made by June 16, 2003, it could delay the certification of your neighborhood council, and/or affect the recommendation of the Department of Neighborhood Empowerment staff to the Board of Neighborhood Commissioners.

Note: Further comments may be provided upon receipt of any revisions to the bylaws, or in addition to the comments provided below.

Please contact me at (818) 756-9874 if you have any questions about the required or suggested changes.

ARTICLE III: BOUNDARIES

Required: Your boundaries overlap with two certified neighborhood council. Under the Plan, an overlap is only allowable if the area involved is designated for public use, such as a park or school. In both cases, the overlap does not meet the criteria. Please adjust your eastern boundary to exclude the area certified as the North Hills West Neighborhood Council, so that it will read: Balboa Blvd. between Devonshire St. and Lassen St.; east on Lassen St. to the Bull Creek; and the Bull Creek between Lassen St. and Roscoe Blvd. In addition, because you use the zip code boundary on the west, there is a boundary overlap with the Chatsworth Neighborhood Council, between Devonshire St. and Roscoe Blvd., as well as an "orphan" area between Devonshire and the 118 Freeway. Please adjust your western boundary to read: Corbin Ave. between the 118 Freeway and Roscoe Blvd.

Suggested: Finally, there is a boundary overlap with the proposed Porter Ranch Neighborhood Council, which does not meet the criteria for shared boundaries. It is recommended that you take the opportunity to meet to resolve this issue prior to the scheduled certification hearing.

ARTICLE V: COUNCIL FUNCTIONS

Required: Section 1(b & c). Please clarify what you mean by "automatic support". The only decisions that can be supported by the Council are those that have been approved by the Council, not those made and approved by any other group. What if a decision made by another group is contrary to laws that apply to the Council?

Advisory: Be advised that the Council cannot support any other organization monetarily.

ARTICLE VI: NON-PROFIT ORGANIZATION

Required: Section 3.Any monies received by the Council become public funds. In the event of the dissolution of the Council, all funds will revert to the City of Los Angeles. Please delete this section.

Section 5. The Council does not have the authority to direct that the City of Los Angeles automatically indemnify its actions and that of its stakeholders. Each action must be considered independently for compliance with all applicable laws and the individual circumstances. Please delete this section.

Section 6. Any assets held by the Council become public assets. In the event of the dissolution of the Council, all assets will revert to the City of Los Angeles. Please delete this section.

Suggested: Section 4. How does the Council intend to provide liability insurance to indemnify all members of the Council including the stakeholders? It is highly recommended that you delete this section.

ARTICLE X: MEMBERSHIP

Required: Section 2. There is no need to fill out a form to be a member of the Council. Please delete the term "Membership" from the title of the form to be filled out for voting purposes. In addition, the form to be developed must be approved by DONE.

Section 4. In what circumstances and on what issues will Stakeholders vote? You will need to allow all Stakeholders attending each meeting to become "Voting Stakeholders" at each meeting. Please state the ability to become a "Voting Stakeholder" in this section.

Suggested: Section 3. It is unclear what you mean in this section. If your intent is to not allow proxy voting, and to allow each Stakeholder to register to vote under only one stakeholder category, you may want to state it in this manner.

ARTICLE XI: DIRECTORS

Required: You are required to add the statement that: "No single Stakeholder group shall comprise a majority of the board, unless extenuating circumstances exist and are approved by DONE." [Plan Article III 2(c)(ii)(2)(a).]

Section 2. Please state the number of interim Directors, what constitutes a quorum, and how decisions will be made (e.g. majority vote of those Directors present or the entire governing body). You must include the names and contact information for each interim member (this could be an attachment to your bylaws). In addition, you must state that the authority of the interim governing body is limited to decisions regarding the procedures for the conduct of the initial election, and indicate that a neutral third party will administer the initial election, and a separate neutral third party will resolve any election challenges, as approved by DONE.

Section 5. Please state the exact number of Directors that comprise the governing body.

Section 6. Please delete this section since there must be a set number of Directors, whether elected initially or subsequent to the initial election.

Section 7. Changing the number of Directors will require an amendment to the bylaws, which must be voted on by the governing body. You cannot predetermine the outcome of such a vote. A complete Bylaw Adjustment Application must then be submitted to DONE for approval. The bylaws amendment is not effective, nor valid until approved by DONE or BONC, per the Plan. Please correct this section.

Section 8. You must state that no Director shall serve more than eight (8) consecutive years.

Section 14. Since the Directors have the authority to set the agenda, items that the Stakeholders wish to have addressed at future meetings should be presented to the Directors during the public comment portion of each meeting. The agenda can then include an item that allows the Directors to discuss the items to be placed on the agenda of the following meeting. Please correct this section.

Section 15. The Council is required to hold a regular meeting, at least, once per calendar quarter. It is recommended that you state: "The Council will meet regularly, at least, once per calendar quarter, but as often as it desires."

Suggested: Section 9. Since you may have an odd number of Directors, you will be unable to divide the board into equal halves. Once you determine the exact number of Directors, you should correct this section.

Section 10. Please see Section 9 above.

Section 12. This process will likely throw off the system you will already have in place. It is recommended that you use the process outlined in Section 11, and change that section so that it applies to a vacancy under any circumstance.

Advisory: Section 16. You are advised against enforcing this section without the guidance and approval of the Office of the City Attorney.

ARTICLE XII: OFFICERS

Required: Section 1. The addition of officer positions will require an amendment to your bylaws (see Article 11, Section 7 above). Please state exactly how many officer positions exist, and the role of each officer, and how they will be elected (e.g. majority vote of the entire governing body, or only the Directors present).

Section 1(c). Regardless of the source of funding, all Directors voting on the expenditure of funds, entering into contracts whether by the Council or the City of Los Angeles, and the hiring of staff will require the completion and submission of a Conflict of Interest Statement. Please correct.

Section 3(f). All meetings of the neighborhood council must comply with the Brown Act. No person attending can be required to sign-in or identify him or herself in any way. Please either clarify the type of attendance record to be kept and how attendance will be recorded, or delete this reference.

Section 3(h). The responsibility for the development of a process to communicate with all Community Stakeholders is that of the entire Council, not just one individual. Please correct this section.

Section 3(i). Electronic communication is an insufficient method for communication with all Community Stakeholders. There are many other methods to do so, including canvassing the neighborhood, establishing relationships with the various leaders and representatives of the many schools, non-profits, houses of worship, professional and community based organizations, among many other methods. Please delete this section.

Section 4(h). You are required to state that the account statements shall be submitted to DONE no less than once and no more than twice during each fiscal year, the date of which shall be prescribed by DONE.

Suggested: Section 1. If your elections, including your initial election, do not coincide so that they occur just prior to your annual meeting, you will be unable to elect officers to conduct the meetings.

Section 3(e). There is not a law that applies to neighborhood councils regarding the execution of minutes. You should delete this reference.

Section 3(g). Please clarify what you mean by "communication". Is the Secretary the spokesperson for the neighborhood council? Are you referring to "written" communication? Please clearly state that such communication must be approved by the governing body.

ARTICLE XIII: COMMITTEES

Required: Please state that all committees will comply with the Brown Act.

Section 1. The addition or deletion of a standing committee will require an amendment to your bylaws (see Article 11, Section 7 above). Please indicate that the amendment process will be followed.

ARTICLE XIV: MEETINGS

Required: Section 1. This section seems to indicate that there is a difference between meetings of the board and of the neighborhood council. Regular meetings mean just that—regular—so they must be held in a regular location, at a regular time. In addition, all meetings must be held in accordance to the Brown Act, so they are public meetings, not just meetings for the community of Northridge. Please correct this section.

Section 2(a). Notices must be posted at the locations listed in the application for certification. Please state this.

Section 5. Standing Committees must meet regularly. Please correct. (You may want to move this section under Article 13)

Section 5(c). Please state the exact process that Stakeholders will follow to "request" a special meeting. Be advised that the ultimate decision to meet is that of the governing body since a quorum of the governing body is required to hold any meeting.

Section 9. You must allow for all Stakeholders to participate in the election. Therefore, they must be able to register to vote on the day of the election. Please delete this sentence. If you intend to follow this process for your initial election, please state: "The initial and annual Election…"

Suggested: Section 1(b). Please indicate what you mean by "support". Be advised that you will be precluded from providing monetary support, or political support should such person become a candidate for any office.

Section 3. There is a difference between regular meetings, special meetings, annual meetings, and so on. You may want to have a separate item for annual meetings. Please see Article 6, Section 15 above. Also, be advised that the Brown Act will apply to your annual meetings. Therefore, Stakeholders will be precluded from voting by secret ballot. It is recommended that elections take place at an "Election Day" where no business takes place.

Section 8. It is highly unlikely that you will be able to hold nominations as part of the first meeting following certification. It is recommended that you simply state, in this section, what will transpire at the nominations meeting.

Advisory: Section 2(a). Please contact DONE and the Office of the City Attorney when drafting the Policies and Procedures Manual to ensure that you do not violate any applicable law, or the rights of any Stakeholder.

Section 9. Be advised that the Brown Act will apply and Stakeholders will be precluded from voting by secret ballot.

ARTICLE XV: CONDUCT OF BUSINESS

Required: Section 1. All meetings of the neighborhood council are governed first by the Brown Act, then the bylaws where there is not conflict with any applicable laws, then any other rule where there is no conflict with the bylaws and any applicable laws. Please correct. You may want to add the Policies and Procedures Manual you reference in Article 14, Section 2(a).

ARTICLE XVI: QUORUMS AND VOTING

Required: Please include a process for handling election challenges.

Section 1(b).Your quorum must be ascertainable. It cannot change based on the number of seats filled.

Section 1(b)(i). You must state how the other officers will be elected (i.e. Secretary and Treasurer).

Section 1(b). This is the last subsection under section 1. I believe this should read "d" rather than "b". Please correct. You must indicate how decisions will be made (e.g. majority vote of those present or of the entire board). The board cannot vote by ballot—it’s actions must be transparent. Be advised that if the board votes by ballot, the name of the board member and how he/she voted must be read out loud and recorded.

Section 2(b). You must indicate a process that allows Stakeholders to register as Voting Stakeholders, other than at the Nominations Meeting, in order to become a candidate and/or vote.

Section 2(c). If this process is to apply to the initial election, you must include a reference to the interim Directors.

Advisory: Section 2(c) & 3. Be advised that the ballot used to vote for the governing body cannot be secret since voting will take place at a meeting of the neighborhood council.

Section 2(e). Be advised that if this process does not allow for the participation by all Community Stakeholders, it will not be approved by DONE.

ARTICLE XVII: GRIEVANCE PROCEDURE

Required: A request for reconsideration of an action taken is different from filing a grievance regarding the actions of the governing body. Please state a separate process for how a grievance can be filed and the period of time required for such a grievance to be considered. All grievances can be appealed to DONE. You must also include a process for reconsideration. Your process as stated is insufficient. It is recommended that you adopt of use the following process as a model:

"The Board may reconsider and amend its action on items listed on the agenda if that reconsideration takes place immediately following the original action or at the next regular meeting. The Board, on either of these two days, shall: (1) Make a Motion for Reconsideration and, if approved, (2) hear the matter and Take an Action. If the motion to reconsider an action is to be scheduled at the next meeting following the original action, then two items shall be placed on the agenda for that meeting: (1) A Motion for Reconsideration on the described matter and (2) a [Proposed] Action should the motion to reconsider be approved. A motion for reconsideration can only be made by a Board member who has previously voted on the prevailing side of the original action taken. If a motion for reconsideration is not made on the date the action was taken, then a Board member on the prevailing side of the action must submit a memorandum to the Secretary identifying the matter to be reconsidered and a brief description of the reason(s) for requesting reconsideration at the next regular meeting. The aforesaid shall all be in compliance with the Brown Act."

ARTICLE XVIII: REVIEW AND INSPECTION OF RECORDS

Required: You are required to state that the account statements shall be submitted to DONE no less than once and no more than twice during each fiscal year, the date of which shall be prescribed by DONE.

Section 3. It is required, not voluntary, for neighborhood councils to comply with the Public Records Act. Please replace "voluntarily makes itself" with "is".

ARTICLE XIX: AMENDMENTS

Required: Section 1(b). You must indicate that a vote by the board is required. It is recommended that add, "for action by the board" at the end of the last sentence.

Required: Section 1(c). Please correctly state that amendments are not effective, nor valid until approved by D.O.N.E. (Plan Article V Section 3).

ARTICLE XX: EFFECTIVE DATE

Suggested: You may want to include a blank line instead of a date, since the date indicated has passed.

OTHER ITEMS:

Required: You must add the following ethics statement: "The Council, its representatives, and all Stakeholders will refrain from violating Board Rules and shall be subject to any or all applicable sections of the City of Los Angeles Governmental Ethics Ordinance (L.A.M.C. Section 49.5.1), and will abide by all applicable federal, state, and local laws."

You must add the following non-discrimination statement: "The Neighborhood Council will encourage all Community Stakeholders to participate in all of its activities, and shall not discriminate against any individual or group in its operations on the basis of race, religion, color, creed, national origin, ancestry, sex, sexual orientation, age, disability, marital status, income, or political affiliation." 

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