Revised 6-30-03 11:36Pm Here are the comments of Northridge Neighborhood Council (NNC) concerning DONE’s request for mandatory changes in the NNC bylaws as detailed in the proposed findings and DONE's report..

We feel that most, if not all, of the DONE requests have already been addressed in the existing bylaws and that out bylaws conform to all LA City laws.

DONE's comments are in italic black, our comments are in bold green.  

Click her to see DONE's proposed findings

Existing Bylaws 5.5b. If a local group elects its leaders and holds open meetings allowing its members the same rights as the Council allows its Stakeholders, the decisions of such local groups concerning their local issues will be supported by an action of the Council. A local issue is one that affects only the members of that group.

DONE's request: Article 5, Section 5(b) to omit automatic support, 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.

NNC comments: The "automatic support" was removed in our 12-19-02 revision and all actions require a board vote.

Existing Bylaws 5.5c. Groups that are self-appointed or operate outside the public purview will not have the support of the Council

DONE's request Article 5, Section 5(c) to delete this section. Stakeholders within your community may be able to have the support of your council.

NNC comments:This section has no effect on stakeholders, it only references groups that are self-appointed and that operate in secret.

Existing Bylaws 6.2. The property of this Council is irrevocably dedicated to scientific and educational purposes meeting the requirements for exemption provided by Section 214 of the Revenue and Taxation Code, and no part of the net income or assets of this organization shall ever inure to the benefit of any Director, Officer, Stakeholder, or Member thereof, or to the benefit of any private persons.

DONE's request Article 6, Section 2 to delete the section. The neighborhood council is a City entity with the power specified in the Charter and Plan.

NNC comments: This section prohibits division of income or assets  for  the benefit of any Director, Officer, Stakeholder, or Member thereof, or to the benefit of any private persons".

Existing Bylaws 6.3. To the greatest extent allowed by law, the Council does hereby hold its Officers and Directors, harmless from and indemnifies them with regard to all their actions on its behalf, including the payment of their reasonable attorneys fees and court costs relating to any claim, action, or proceeding brought against them in their representative capacities with regard thereto

DONE's request Article 6, Section 3 to delete these sections. Indemnification is an issue to be determined under the law and the Council does not have the authority to direct that the City of Los Angeles automatically indemnify its actions and that of its Stakeholders.

NNC comments: NNC is not suggesting “automatic indemnity”. Instead, the bylaws clearly state: "To the greatest extent allowed by law,. 

Existing Bylaws 6.4In the event that this Council holds any assets in trust, such assets shall only be disposed of in accordance with the direction by decree of the Los Angeles Superior Court, upon petition therefore submitted by the California Attorney General or by any person concerned in a liquidation in which the Attorney General is a party

DONE's request Article 6, Section 4 to 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.

NNC comments:The assets covered in this section are only those held in trust (not owned by the city or the council). The California Probate Code requires that an application is made in court to distribute such trust assets.

Existing Bylaws 11.5. The Board shall consist of no less than five (5) members and the immediate past President as ex-officio non-voting Member.

6. The Board as elected will consist of a maximum of 15 Directors.

7. After the election additional Director seats may be added at a later time. The motion to change the number of directors will be placed on the next agenda and approved after a vote from a majority of the Voting Stakeholders to do so. The new directors shall be elected under the election procedure ( see XIV 8 and 9).

DONE's request Article 11, Section 5 to state the exact number of Directors.

Article 11, Section 6 to state the exact number of Directors.

Article 11, Section 7 to 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.

NNC comments: The bylaws call for 15 directors. The bylaws allow the board to function with as few as 5 directors and allows vacancies to be filled to bring the board back to 15 members. In no way does it predetermine the outcome of any vote..

Existing Bylaws 11.10. For purposes of the first election of Directors, the terms of office will be decided as follows:

a. All Votes will be counted and a list will be prepared showing the total number of votes cast for each Director, from highest to lowest.

b. Half of those elected will be placed in the "highest" votes category, and half will be placed in the "lowest" votes category. The half in the "highest" category shall serve for a two (2) year term. The remaining half will serve a one (1) year term.

DONE's request Article 11, Section 10 to 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. 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.

NNC comments: The current NNC Directors were voted on and approved by the Stakeholders in January 2003. This is the second set of Directors elected by the Stakeholders to guide the NNC through its formation and Certification processes. They will serve until November 2003, as called for in the NNC bylaws. It is not necessary to modify the bylaws to merely add the designation “interim director”. Our directors are publicly listed on our website.

Existing Bylaws 12.1. At the January Meeting there shall be the election of officers from among the Directors. The officers to be elected shall be: a President; a Vice President; a Secretary; and a Treasurer.

a. The President shall preside over all Meetings. {3}

b. The President shall appoint Committee Chairpersons from the Directors. If no director is willing to serve then a stakeholder may be appointed.

DONE's request Article 12, Section 1 to 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).

NNC comments: The process is already described in our bylaws. The officers are elected by the Directors present in January at a public meeting with a quorum.

Existing Bylaws 12.3h. 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.

DONE's request Article 12, Section 3(h) to 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.

NNC comments:

Section 3h states: "The Secretary is responsible for developing and maintaining a system through which the Council can communicate with its Community Stakeholders on a regular basis... ". Any such system will be restricted by the funds available for such activities. The exact procedures must remain fluid, so NNC can take advantage of communications methods and funding which may evolve in the future.

Existing Bylaws 12.3i. The Secretary shall cause as many documents and as much information to be posted on the Council website and E-mailed to our list of stakeholders. Without city funding the Internet will be our primary communications method. To the extent that LA City funds are made available to the council, for this purpose, the council will add other methods to communicate this information to the stakeholders.

DONE's request Article 12, Section 3(i) to satisfy the requirement, as stated above. Electronic communication is an insufficient method for communication with all Community Stakeholders. Please delete the second and third sentence.

NNC comments: Section 3i of the bylaws also requires: "as many documents and as much information to be posted on the Council website". DONE wants us to delete this sentence and post nothing. We disagree with DONE. We feel all information should be accessible to as many interested interested partiesas possible. The bylaws are clear that "Without city funding the Internet will be our primary communications method. To the extent that LA City funds are made available to the council, for this purpose, the council will add other methods to communicate this information to the stakeholders." This sentence states that we will provide other methods of communication depending on the availability of funds. 

Existing Bylaws 12.4h. The Treasurer shall prepare all financial information to be submitted by the Secretary as required by the City of Los Angeles.

DONE's request Article 12, Section 4(h) 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.

NNC comments: This section clearly states "all financial information to be submitted by the Secretary as required by the City of Los Angeles". If the city requirement changes, we will automatically comply without requiring a bylaw change.

Existing Bylaws 12.2. 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 5 days in advance at

a. Various sites to be listed in the Council’s Policies and Procedures Manual,

b. The Council’s web site (www.northridgecouncil.org)

c. 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's request Article 14, Section 2 to delete “the Department of Neighborhood Empowerment which is charged to provide the same to the Los Angeles City Clerk’s Office.”

NNC comments: This language is included because it is was required by the DONE plan. We will accept certification subject to removal of this quote from our bylaws.

Existing Bylaws 14.2a. Various sites to be listed in the Council’s Policies and Procedures Manual,

DONE's request Article 14, Section 2(a) to state that notices will be posted at the locations listed in the application for certification.

NNC comments: The application listed four locations. We no longer post at Northridge Library and Porter Ranch Library as both of these locations are now outside of our boundaries. We still post at the Northridge Park and on our website. We are getting permission to post at our meeting location (Homes Middle School) and adding the Senior Center. The Brown Act only requires posting at the meeting location. We believe the Internet is a far better location to post for all the world to see. The posting at our location and on the internet is already in our bylaws. 

Existing Bylaws 14.2.c. 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's request Article 14, Section 2(c) to delete the last sentence.

NNC comments: We will accept certification subject to removal of the last sentence, "This posting meets the requirement of the Ralph M. Brown Act", from our bylaws.

Existing Bylaws 14.9. The Election Meeting will be held as part of the November 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 Nominating Meeting. Other business may be conducted at this meeting as long as it is properly set forth in the agenda

DONE's request Article 14, Section 9 to 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.

NNC comments: We have followed all laws in our election procedure. No federal, state or local law permits same day registration. Same day registering has been defeated at all levels of government. In Los Angeles city elections, for example, voters must be registered prior to any election in which they vote. When the LA City Council changes the rules for its own elections, we will mirror the rule for our Council.

Existing Bylaws 15.1. The rules set forth in the newest revision of "Robert's Rules of Order" shall govern all meetings of this Council in all applicable situations, except those in which they conflict with a provision or provisions of these By-Laws

DONE's request Article 15, Section 1 to correctly state that 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.

NNC comments: This section follows "Robert's Rules of Order", except those in which they conflict with the Bylaws. The Bylaws clearly state we follow all laws and specifically reference the Brown Act (17.1.a) and the Public Records Act (17.3) in governing our council. This makes the Brown act and all laws override Roberts rules of Order. This is apparently a misreading of our bylaws.

Existing Bylaws  16.1a A quorum for all Meetings except committee meetings shall be thirty-three percent (33%) of the Directors currently in office

DONE's request Article 16, Sections 1(a) to 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.

NNC comments: There is no law that prohibits us from setting the quorum at "thirty-three percent (33%) of the Directors currently in office". If DONE can find a law supporting its position, we will accept certification subject to that law.

Existing Bylaws 16.3b. All voting, with the exception of voting for Directors and for Amendments of By-Laws, shall be by voice vote unless specified otherwise by the Secretary at that meeting. The Secretary will decide whether a vote should be visual (by hand or otherwise), vocal, or by ballot, pre-numbered or otherwise, as may be the case with sensitive matters where Stakeholders have strong opinions either for or against a particular issue.

DONE's request Article 16, Section 3(h) to delete because the Secretary shall not determine the propriety of voting methods. The method is determined under the Brown Act.

NNC comments: We have no Section 16.3.h. We assume DONE is referring to Section b which deals with the election of the directors and bylaw changes, which are the only times when stakeholders vote. Stakeholders votes are not a vote of the deliberative body and therefore are not subject to the Brown Act. Our bylaws require the directors including the Secretary, which are the deliberative body, to follow the Brown Act and all other laws. To understand this - our stakeholders are like the voters and our council is like the city council. Voters, when electing City Councilpersons, are not subject to the Brown Act. This is clearly a misunderstanding of our bylaws

Existing Bylaws 17.1. Any Community Stakeholder or group of Community Stakeholders may request reconsideration of a vote or action taken by the Directors. within 90 days of such decision or action.}

3. Such concerns or requests for reconsideration shall be placed in written form by the Community Stakeholder(s) and communicated to the Secretary by letter, facsimile transmission or e-mail, confirm it's receipt, and placed on the next meeting agenda.

4. The grievance process does not apply to stakeholders who disagree with a position or action taken by the Board, but only on matters involving the Director's failure to comply with these Bylaws, LA City's Charter, Local ordinances, State and Federal law.

5. A group of at least 10 Community Stakeholders may file a grievance on a perceived violation of the Bylaws, LA City's Charter, Local ordinances, State and Federal law within 60 days of such decision or action. A signed communication outlining the grievance must be sent to the Secretary by letter, facsimile transmission or e-mail and that grievance will be placed on the next meeting's agenda

6. If the Directors fail to correct the grievance to the satisfaction of the complaining party at that meeting, the complaining party may seek arbitration within in 30 days and if the arbitration is not to the satisfaction of either party, an action may be filed within 30 days in an appropriate court. The losing party pays all costs.

DONE's request Article 17, to state a separate process for how a grievance can be filed and the period of time required for such a grievance to be considered, and that all grievances can be appealed to DONE, and to include a process for reconsideration because the process as stated is insufficient.

NNC comments: Our bylaws provide a separate grievance in section 17.4 through 17.7. Section 17.5 show who can file and how to file. Section 17.6 and 7 shows the process from the Council's action, to mediation and then to the courts  The process is clearly defined above. We believe DONE cannot hear the appeal because of a potential conflict of interest. DONE controls how the council functions and controls the bylaws, and likely may be a party to the grievance. The NNC grievance procedures were modeled after the city’s own procedures, which state:

FINALIZATION OF BOARD ACTION: Per City Charter Section 245, the Board's determination shall become final at the expiration of the next five meeting days of the Council during which the City Council has convened in regular session, unless the City Council acts within that time frame by a two-thirds vote to bring the action before them or to waive review of the action.

EXHAUSTION OF ADMINISTRATIVE REMEDIES:

If you challenge these agenda items in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence on these matters delivered to this agency at or prior to the public hearing. California Code of Civil Procedure Section 1094.6 governs the time in which a party may seek judicial review of this determination. Under that provision, a petitioner may seek judicial review of any decision of the City pursuant to California Code of Civil Procedure Section 1094.5 only if the petition for Writ of Mandate pursuant to that section is filed no later than the 90th day following the date on which the City's decision became final.

Existing Bylaws 17.6. If the Directors fail to correct the grievance to the satisfaction of the complaining party at that meeting, the complaining party may seek arbitration within in 30 days and if the arbitration is not to the satisfaction of either party, an action may be filed within 30 days in an appropriate court. The losing party pays all costs.

DONE's request Article 17, Section 6 to delete this section because the bylaws do not impose duties or obligations on third parties.

NNC comments: The Bylaws controls actions and imposes duties on stakeholders and the Council not any third parties. The bylaws regulate and constrain the action of the directors and stakeholders. Without the order imposed by the bylaws the meetings would degerate into ancary. We do not understand DONE's claim that the bylaws  do not impose duties or obligations.

Existing Bylaws 19.1.c. These bylaw changes will be submitted to DONE under their Plan Article V Bylaw Adjustment for their approval.

DONE's request Article 19, Section 1(c) to correctly state that amendments are not effective, nor valid until approved by DONE.

NNC comments: The NNC bylaws clearly state that changes must be approved by DONE . "These bylaw changes will be submitted to DONE under their Plan Article V Bylaw Adjustment for their approval"..

Existing Bylaws 20. WHEREFORE, these By-Laws were adopted by vote of the Membership of the Council this 19 day of September, 2001, in the Community of Northridge, City and County of Los Angeles, State of California.

DONE's request Article 20 to delete or leave a blank line to include the date upon certification because the certified entity is not created until approval from the Board of Neighborhood Commissioners is obtained.

NNC comments:Section 20 just states the factual data as to when the bylaws were approved and a history of all changes. It makes no reference to certification. We will add a line to state the actual date of Certification.

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