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HomeMy WebLinkAbout12-4,attachment ByLaws -red lineBYLAWS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT Section 1 Quorum Three members of the Board shall constitute a quorum. No business shall regularly be entered upon until a quorum is present, nor shall business regularly be proceeded with when the members are reduced below a quorum. 2.01.010 Section 2 Duties of Officers In addition to the duties specified by applicable law and other provisions of these rules, as well as resolutions and ordinances of the District, the officers of the District shall have the following duties: 1) The President shall, when present, preside at all meetings of the District. The President should cause an agenda to be prepared and distributed by the Clerk/Ex- officio Secretary in advance of the meeting, which shall list each item of business or correspondence to come before the meeting insofar as is known. The President shall act as official spokesman of the Board at the discretion of the Board, execute contracts and other documents on behalf of the District when authorized by the Board of Directors, and shall perform such other duties as are assigned from time to time. 2.02.020.1 2) The Vice President shall perform the duties of the President in the absence or disability of the President. 2.02.020.2 The District Manager shall function as the Clerk/Ex-officio Secretary of the Board as well as performing all other acts and duties imposed by the Board. 2.02.020.3 In addition to those other acts and duties imposed by the Board, the Clerk/Ex-officio Secretary of the Board shall be entitled to: a) Schedule and call a special meeting of the Board of Directors if he determines that it is necessary to do so and if he is unable to contact the President of the Board regarding the need to call such a meeting. b) Cancel any regular or special meeting if he determines that a quorum of the Board of Directors will not be present. c) Schedule, reschedule and cancel public hearings (except hearings on the adoption of a rate increase ordinance) if he determines that it is necessary to do so 4) The Treasurer of the District shall be appointed by the Board by name and shall have such duties as assigned by the Board pursuant to Resolution 2008-21. 2.02.020.4 1 TDPUD-Bylaws 5) The Assistant Treasurer shall be appointed by the Board by name and shall have such duties as assigned by the Board pursuant to Resolution 2008-21. 2.02.020.5 6) The Accountant shall be appointed by the Board by name and shall have such duties as assigned by the Board pursuant to Resolution 2008-23. 2.02.020.6 -5) The District Counsel shall be the Parliamentarian of the District, shall advise it with respect to the applicable laws, interpret rules, bylaws and policies, coordinate actions with the other consultants, and shall perform such other acts as requested by the Board of Directors. 2.02.020.7 6-}BL_The officers of the District shall be elected at the first meeting in December of each year for a one year term. It shall be the policy of the Board to attempt to give each Director the opportunity to serve as President and Vice President for one year during their four-year term. Notwithstanding the foregoing, an incumbent President or Vice President may be re-elected to that office. The officers serve at the pleasure of the Board and may be removed from office prior to the expiration of their one-year term. 2.02.020.8 Section 3 Place of Meeting Until changed by further resolution amending these rules, the place of meeting of the Board of Directors shall be the Board Room of the Truckee Donner Public Utility District, in Truckee, California. When appropriate notice has been given, any meeting may be scheduled at another location within the District. The Board of Directors may, upon showing of special circumstances, hold Board meetings outside the District. All legislative meetings of said Board shall be open to the public and shall be held at said office and place of meeting; provided, however, that meetings duly opened at said office may be adjourned to such other place or places within the confines of said District as may be found convenient or necessary by the Board, and provided further that this rule shall not preclude the Board from holding executive sessions when permitted by law. 2.04.010 Section 4 Time of Meeting The time for regular meetings of the Board is the first and third Wednesday of each month at 6:00 P.M. If and when said Wednesday falls on a legal holiday, then said regular meeting shall be held at 6:00 P.M. on the next business day following the legal holiday or other day agreed to by the Board. 2.04.020 Section 5 Adjourned Meetings If the business coming before the Board at any regular or adjourned meeting is not finished on the day fixed for such meeting, or if for any reason such adjournment is deemed proper, the Board may adjourn to such time and place as may be specified in the Order of Adjournment. When the Order of Adjournment fails to state the hour to which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. In the event that an adjourned meeting is not called, and a special meeting does not take place prior to the next regular meeting, then the unfinished items shall be placed on the agenda for the next regular meeting. 2.04.030 2 TDPUD-Bylaws Section 6 Special Meetings A special meeting may be called at any time by the President or by a majority of the members of the Board, by delivering personally, by mail, or e-mail written notice to each member of the Board and to each local newspaper of general circulation, radio or television station requesting notice in writing. Such notice must be delivered personally, by mail at least 24 hours before the time of such meeting as specified in the notice. The call and notice shall specify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meetings by the Board. Such written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with the Clerk/Ex-officio Secretary a written waiver of notice. Such waiver may be given by telegram. Such written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. 2.04.040 Section 7 Written Notice of all Meetings In addition to the requirements contained in other sections of theses Bylaws, advance written notice shall be given for all meetings in the following manner: 2.04.050 1) A written notice of all meetings (agenda) shall be mailed or e-mailed to each Director as far in advance of the meeting as possible; but, in any event, either mailed, e-mailed or expressly hand -delivered so as to be received 72 hours in advance of the meeting. Notwithstanding the foregoing, and in accordance with Section 2.04.040 herein, notice for all special meetings shall be made at least 24 hours in advance of said meeting. Any Director may, at his discretion, file a signed waiver of such notice with the District. 2.04.050.1 2) Written notice of all meetings (agenda) shall be delivered or mailed as far in advance as possible, but, in any event, to be received 72 hours prior to the meeting, to all newspapers, radio stations, individuals and entities which have filed a request of such notice with the District and to all parties with business pending on that particular agenda of the meeting. 2.04.050.2 3) Written notice of all meetings (agenda) shall be posted at the District office, Town hall, the Truckee Branch of the Nevada County Library, District Web site and such other locations as may from time to time be determined by the Board of Directors. 2.04.050.3 Availability of agenda packet On all Board or committee meeting agendas a statement will be made advising that the complete packet of related material is available for public review at the District office and on the District's website. 2.04.055 Agenda, discussion and debate - Regular and Special Meetings The Clerk/Ex-officio Secretary of the District shall cause a Notice of Meeting (agenda) to be prepared which will state the matter to be heard in a manner that is easy to comprehend. 2.04.060 The Clerk/Ex-officio Secretary of the District and the President of the Board shall be jointly responsible for compiling the agenda for all regular meetings. In the case of 3 TDPUD-Bylaws special meetings, the Clerk/Ex-officio Secretary and those parties calling such meetings shall be responsible for the preparation of the agenda. 2.04.060.1 4-)2) Each Director will have the right to request items to be placed on the agenda for any specific meeting, either: 1) Verbally requesting it if this request is supported by at least one additional Board member during a Board meeting, or 2) verbally or in writing to the President with the President's support. Such requests must be made in a timely manner and shall comDly with the deadlines established for the preparation of the Notice of Meeting (agenda). 2.04.060.2 2-)3L_No item will be placed on the agenda until the following conditions have been met. Items on an agenda not meeting the conditions will be either struck from the agenda or will be tabled to the next meeting without discussion. 2.04.060.3 32A) Information regarding the topic must be in the hands of the Board members prior to the Monday evening before the regular meeting and not less than three days prior to any special meeting with some exceptions in the case of an emergency meeting. 2.04.060.3(A) 32-B) The item as it appears on the agenda will have adequate staff and consultant preparation prior to the presentation to the Board for discussion and review. Without this, such items will be referred to staff by the Chair. 2.04.060.3(B) 3C) The consultants and staff and Board will be kept informed by memo and regular correspondence of all major projects and proposals well in advance of it being placed on the agenda for Board review. 2.04.060.3(C) 3D) Debate and/or discussion on each agenda topic is limited to five minutes for each Director. The Board, by majority vote, may waive this provision for any agenda topic. 2.04.060.3(D) Section 9 Order of Business The order of business in conducting the meeting of the Board shall be as follows: 2.04.070 1. Call to order 2. Roll call 3. Pledge of Allegiance 2-4. Changes to the agenda 5. Public input -3-.6. Director's update 7. Special business/public hearings 4.8. Consent calendar 9. Action items &.10. Workshop items 7—.11. Routine business (such as approval of minutes and Treasurer report , "�'�or 4 TDPUD-Bylaws approval and staff roped ) 8.12. Closed session 9-.13. Return to public session Adjournment Werkshep FneetiRg (SeGG d FnGRthly mooting\ 1 . Call te erder 2. Roll Gall 4 Di bliG inPi it 4 nGt!GR iteM (if ReGessary) c. Workshop iiomc C (lewd GeSSOOR (of ReGessar-y) 7-.14. _Arjir%i irnrneRt 2.^r 04.070 Section 10 Voting Every action of the Board shall be taken by ordinance, resolution, motion, or unanimous consent. In the case of every action except one taken by simple motion or unanimous consent, the roll of Directors shall be called, and their individual votes recorded in the formal minutes. All official Board actions will require the affirmative vote of at least three Directors. 2.04.080 Section 11 Statements from Visitors All members of the public attending Board meetings and having an interest in any agenda item shall have the right to address the Board before a vote is taken on such item. They shall be encouraged to ask questions directly related to reports made to the Board by members of the District's staff or consultants immediately after such reports are made and prior to Board action. 2.04.090 Section 12- Approval of Minutes - Replaced by Section 13 Section 13 Board Meeting Minutes 2.^�0 1) The District's Board meeting minutes shall be action only minutes listing the title of the topic, a brief description of the topic, action taken or direction given, and any appropriate roll call votes. Resolutions and ordinances shall be attached as part of the action minutes. These minutes shall be a permanent record of the District. 2.08.010.1 2) All Board meeting minutes will be officially recorded on audio (or Video) tapeselectronic medium. The original recordings shall be preserved perpetually by the District Clerk or his/her designee. 2.08.010.2 3) Within 48 hours of a meeting, a copy of the action minutes shall be prepared in draft form. 2.08.010.3 5 TDPUD-Bylaws 4) Appropriate recording and play -back equipment shall be provided by the District. The equipment, recordings and copies of the action minutes shall be kept in library format. The equipment, duplicate recordings and copies of the action minutes shall be made available to the general public for review and inspection upon appointment during regular business hours of the District. 2.08.010.4 5) Copies of the action minutes and of the Board meeting tapes -recordings -shall be made available to any interested party upon their request and payment of the cost of the tape 2.08.010.5 Section 14 Taping --Recording of the Meetings The Clerk/Ex-officio Secretary shall arrange to have tape recordings made of the meetings of the Board, except when the Board goes into closed session, for use in preparation of the minutes. The Clerk/Ex-officio Secretary shall make duplicates of the recordings available to anyone for review upon arrangement. 2.04.100 Section 15 Committees Standing and select committees for the performance of such duties as may appear necessary and proper shall from time to time be appointed by the President. In the absence of any members of any committee, the presiding officer may appoint a substitute who shall serve during such absence. 2.04.100 Section 16 Budgets The General Manager shall prepare a budget calendar for Board review; at the first regular meeting in 8eteber August prior to the budget cycle (annually or bi-annually). eff each year,The General Manager shall present a proposed budget for the ensuing calendar year to the Board in the last quarter of the budget cycle period for the next budget cycle, aed The Board shall adopt such budget with any changes ordered by it, not later than the second regular meeting in December. The Manager _, Budget individual Board members may recommend changes in the budget from time to time, and the Board may adopt such changes. A public hearing shall be held prior to adoption of the budget. 2.16.010 Section 17 Board Vacancies All vacancies occurring on the Board of Directors, for whatever reason, shall be filled according to the rules contained in the California Government Code. 2.20.010 Section 18 Parliamentary Procedures As to all matters not hereinabove provided for, the conducting of the business of the Board and its parliamentary procedure shall conform to the RULES OF ORDER REVISED by H.M Robert, which RULES OF ORDER are by reference made a part of these by laws. 2.24.010 Section 19 Amendment of Bylaws Any proposed amendment to the Bylaws must be submitted in 6 TDPUD-Bylaws writing to the Clerk/Ex-officio Secretary of the District. The Clerk shall cause a copy to be distributed to each Director and shall cause the same to be placed on the agenda for the next regular meeting of the Board of Directors. In order to become effective, the amendment, or any modification thereof, shall require a vote of the majority of the Board. 2.28.010 7 TDPUD-Bylaws