Northridge Neighborhood Council |
We welcome everyone in the area. Click here if you want to be added to our E-mail list. |
Memorandum
To: Northridge Community Council, Interim Board
From: Rita Moreno, Senior Project Coordinator
cc: Rolando Cuevas, Project Coordinator
Date: June 27, 2003
Re: Proposed Northridge Neighborhood 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, 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.
NoteFurther 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 I: NAME
Advisory: The City certifies the neighborhood council as a city entity with the authority granted though the Charter and the Plan. The use of the term "unincorporated association" does not change that authorization.
ARTICLE V: COUNCIL FUNCTIONS
Required: Section 5(b). There is no "automatic support" that occurs by the Council for another group’s decision. The only decisions that can be supported by the Council are those that have been approved by the board. Please revise to omit or re-phrase to state that the board will vote to take official action on the decisions of other groups that it wishes to support.
Section 5(c). Please delete this section. Stakeholders within your community may be able to have the support of your council.
Advisory: Section 5. Be advised that financial support by the Council may be prohibited or limited because of restrictions on public funds.
ARTICLE VI: ORGANIZATION
Required: Section 2. Please delete this section. The neighborhood council is a City entity with the power specified in the Charter and Plan.
Sections 3. Delete these provisions. The neighborhood council does not determine indemnification. Indemnification is an issue to be determined under the law. 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.
Section 4. Please delete this section. The statement regarding distribution of assets is not correct. 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.
Advisory: Section 1. The City certifies the neighborhood council as a city entity with the authority granted though the Charter and the Plan. The use of the term "unincorporated association" does not change that authorization.
ARTICLE VIII: LAWS
Suggested: You should state correctly: "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."
ARTICLE X: MEMBERSHIP
ADVISORY: Sections 2. Voting forms should not cause in any manner the decrease in participation by Stakeholders in the Council. In the event a form is improperly filled out or is untimely, the council shall not deny the right to vote but instead provide for provisional voting.
ARTICLE XI: DIRECTORS
Required: Sections 5 & 6. Your bylaws must state the exact number of your directors.
Section 7. Please delete. 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.
Section 10. 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.
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 11: You should reword this provision to grant the board the authority to appoint or deal with vacancies at any time for vacancies by the directors or officers.
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.
Section 14. In the first paragraph, the public comment period is to allow for the public to comment on items not on the agenda, but under the jurisdiction of the neighborhood council. A board members can chose to step down and become a member of the public for this purpose. However, you can also draft an agenda that allows board members to bring up items that they would like to see in subsequent agendas. It is recommended that you work with your Project Coordinator when drafting your agendas for appropriate language.
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. Please state the process for electing the officers and how they will be elected for both the initial elections and thereafter (e.g. majority vote of the entire governing body, or only the Directors present).
Section 3(h). Please correct. The neighborhood council is required to state a process for communicating with all Community Stakeholders on a regular basis in a manner ensuring that information is disseminated evenly and in a timely manner.
Section 3(i). This process is insufficient to satisfy the requirement, as stated above. 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 the second and third sentence.
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.
CAUTION: Section 3(f). All meetings of the neighborhood council must comply with the Brown Act. Please exercise caution when any Stakeholder votes at public meetings because the Brown Act requires that the votes be ascertainable, e.g. not secret ballots.
Advisory: Section 4. The Treasurer’s duties are subject to the City requirements. Accordingly, the duties specified here may require amendment.
ARTICLE XIV: MEETINGS
Required: Section 2. It is ineffective to create non-existent obligations in your bylaws, on other City entities or third parties. Therefore, you are required to delete "the Department of Neighborhood Empowerment which is charged to provide the same to the Los Angeles City Clerk’s Office."
Section 2(a). You must state that notices will be posted at the locations listed in the application for certification.
Section 2(c). Please delete the last sentence.
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 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.
Advisory: Section 1. The Brown Act requires that all meetings be open to members of the public, not just Community Stakeholders.
Section 1(b). Ethical impositions upon your board members do not rise to the level of mandatory requirements for behavior or action simply by including these aspiring statements in your bylaws. Further, ethical behavior may not otherwise expand on limits imposed under the law.
Section 9. The determination of who is "active" for purposes of determining who is a voting Stakeholder shall not be used to deny any Stakeholder the right to vote. The neighborhood council could allow a process for provisional voting.
ARTICLE XV: CONDUCT OF BUSINESS
Required: Section 1. You are required to comply with the Brown Act. Caution must be exercised with Robert’s Rules of Order because they may not be compliant with the Brown Act. 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.
ARTICLE XVI: QUORUMS AND VOTING
Required: Section 1(a). You must state the exact number of members that constitute a quorum since it must be ascertainable, and cannot change based on the number of seats filled. Delete the words "currently in office." You must state the number of votes needed for the neighborhood council to take official action.
Section 3(h). The Secretary shall not determine the propriety of voting methods. The method is determined under the Brown Act. Please delete.
Suggested: Section 1(b)(i). Wouldn’t you want to have the subcommittee report to the committee rather than the Board?
Section 2. If this process is to apply to the initial election, you must include a reference to the interim Directors.
Section 3(d). Please include a process for handling election challenges.
Advisory: Section 2(a, b, c & d). Voting forms should not cause in any manner the decrease in participation by Stakeholders in the Council. In the event a form is improperly filled out or is untimely, the council shall not deny the right to vote but instead provide for provisional voting.
Section 3(a). The public has the right to speak on agenda items, under the Brown Act. The presiding officer may not eliminate that ability all together, although there can be some time restrictions.
Sections 3(c). 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, in accordance with the Brown Act. The Stakeholder voting at meetings is subject to the Brown Act. Votes must be open and ascertainable. The neighborhood council shall not deny the right of any Stakeholder to participate, including in voting and running for office, based on your definition of the term "Voting Stakeholder."
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."
Section 6. Your bylaws do not impose duties or obligations on third parties. Therefore, you must delete this section because it is not accurate.
ARTICLE XVIII: REVIEW AND INSPECTION OF RECORDS
Advisory: Section 3. Your neighborhood council is subject to the Public Records Act. You may not make yourself unavailable to the Public Records Act.
ARTICLE XIX: AMENDMENTS
Required: Section 1(c). Please correctly state that amendments are not effective, nor valid until approved by DONE.
ARTICLE XX: EFFECTIVE DATE
Required: The certified entity is not created until approval from the Board of Neighborhood Commissioners is obtained. Please delete or leave a blank line to include the date upon certification.