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HomeMy WebLinkAboutSRCEA Item 2 - Ex B - Bylaws (2) SRCEA Item 2 - Ex B - Bylaws BYLAWS OF THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY (“SRCEA”) 1 Section 1. Name. The official name of the Southwest Riverside County Energy Authority (“SRCEA”), a joint powers authority formed pursuant to the joint exercise of powers under Articles I and II, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the California Government Code (the “Law”) shall be the “Southwest Riverside County Energy Authority, a California joint powers authority” (herein referred to as the “SRCEA”). The SRCEA was formed by City of Lake Elsinore City Council Resolution No. 2017-_____ adopted on October 10, 2017 and City of Temecula City Council Resolution No. 2017-_____ adopted on October __, 2017, pursuant to the Law. On December 22, 2017, by motion, the SRCEA approved certain initial administrative matters, including the appointment of a Chair and a Vice-Chair. Section 2. SRCEA Board Members. The SRCEA shall be administered by a governing board whose members shall be: (i) two members of the City Council of the City of Temecula, provided that one additional person may be designated as an alternate, such alternative to be an elected official of the governing body of the member that he or she represents or a non-elected representative that is a current executive employee (city manager, assistant city manager or department director) of the member; and (ii) (i) two members of the City Council of the City of Lake Elsinore, provided that one additional person may be designated as an alternate, such alternative to be an elected official of the governing body of the member that he or she represents or a non-elected representative that is a current executive employee (city manager, assistant city manager or department director) of the member, and , which governing board shall be referred to as the “SRCEA Board”. The term of office as a member of the SRCEA Board shall terminate when such member of the SRCEA Board shall cease to be a member of their respective City Council. The SRCEA Board shall be chaired by a “Chair.” The Chair and Vice-Chair shall be elected by the SRCEA Board. The Chair shall preside at all meetings of the SRCEA. In the event that the Chair is absent, the Vice-Chair shall preside at the meeting. Section 3. Office. The business office of the SRCEA shall be the Office of the City Clerk, Lake Elsinore City Hall, 130 South Main Street, Lake Elsinore, CA 92530, or at such other place as may be designated by the SRCEA Board. Section 4. Place of Meeting. The regular place of SRCEA Board meetings shall be City of Temecula City Hall, Vineyard Conference Room (Third Floor), 41000 Main Street, Temecula, California. The SRCEA Board may hold its meetings at such other locations as the SRCEA Board may from time to time designate by resolution, in the order of adjournment, or notice of call of any special meeting. 2 Section 5. Compensation. SRCEA Board members shall serve without compensation or reimbursement for expenses. Section 6. Officers. The Officers of the SRCEA shall be the Executive Director, SRCEA Clerk, and SRCEA Counsel, and the Treasurer/Auditor. Section 7. Executive Director. The Executive Director of the SRCEA shall be the Assistant City Manager of the City of Lake Elsinore, or such other person as may be appointed by the SRCEA Board. The term of office shall be from the date of his or her appointment through the date of the first regular meeting of the SRCEA in the next succeeding calendar year; provided that he or she shall serve until a successor has been duly appointed. The Executive Director shall submit such information and recommendations to the SRCEA Board as he or she may consider proper concerning the business, policies and affairs of the SRCEA. The Executive Director also serves as the chief executive officer of the SRCEA and shall be responsible for execution and supervision of the affairs of the SRCEA. Except as otherwise authorized by resolution of the SRCEA Board, the Executive Director or the Executive Director’s designee shall sign all contracts, deeds and other instruments executed by the SRCEA. Section 8. SRCEA Clerk. The SRCEA Clerk shall be the City Clerk of the City of Lake Elsinore or such other person as may be appointed by the SRCEA Board. The SRCEA Clerk shall keep the records of the SRCEA, shall act as SRCEA Clerk at the meetings of the SRCEA and record all votes, and shall keep a record of the proceedings of the SRCEA in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. Section 9. SRCEA Counsel. The SRCEA Counsel shall be appointed by the SRCEA Board and shall serve at the pleasure of the SRCEA. The initial SRCEA Counsel shall be filled by the City Attorneys’ Office of the City of Lake Elsinore (the “City Attorney”). The SRCEA Counsel shall be responsible for the preparation of all proposed resolutions, laws, rules, contracts, bonds and other legal papers for the SRCEA. The SRCEA Counsel shall give advice or opinions in writing to the Chair, Executive Director or other SRCEA officers when and if requested to do so. The SRCEA Counsel or as directed by the SRCEA shall attend to all lawsuits or other matters to which the SRCEA is a party or in which the SRCEA may be legally interested and do such other things pertaining to the SRCEA Counsel’s office as the SRCEA may request; provided however, where there City Attorney is not currently serving in the capacity of SRCEA Counsel, the SRCEA may also direct the City Attorney to attend to all lawsuits or other matters to which the SRCEA is a party or in which the SRCEA may be legally interested, as elected by the SRCEA. 3 Section 10. Treasurer and Auditor. The Treasurer and Auditor shall be such person as may be appointed by the SRCEA Board, which person may be the Executive Director. The Treasurer and Auditor shall have the care and custody of all funds of the SRCEA and shall be authorized to cause the deposit of such funds in the name of the SRCEA in such bank, banks, or other financial institutions, including without limitation the State of California Treasurer, Local Agency Investment Fund (“LAIF”), as the SRCEA may select and pursuant to an investment policy considered and approved by the SRCEA. The Treasure and Auditor shall keep regular books of account, showing receipts and expenditures, and shall render to the SRCEA at each regular meeting, or more often when requested, an account of transactions and the financial conditions of the SRCEA. Section 11. Appointment of Officers. The initial appointment of officers occurred on December 22, 2017 and the new appointment or reappointment of officers shall be the first order of business at the first meeting of the SRCEA, regular or special, held in each calendar year. Section 12. Authority to Bind SRCEA. No member, officer, agent or employee of the SRCEA, without prior specific or general authority by a vote of the SRCEA Board, shall have any power or authority to bind the SRCEA by any contract, to pledge its credit, or to render it liable for any purpose in any amount. Section 13. Appointment of Employees and Agents. The SRCEA may from time to time request from the City the services of such personnel, counsel or agents, permanent or temporary, as may be necessary to carry out the business and affairs of the SRCEA. The SRCEA Board may in addition employ temporary professional and technical personnel on such terms and at such rates of compensation as the SRCEA may determine, subject to all applicable laws, and provided that adequate sources of funds are identified for the payment of such temporary professional and technical services. Section 14. Regular Meetings. Regular meetings shall be held in the place designated in Section 4 or at such other place as the Chair may designate, on dates and at a time as fixed by resolution of the SRCEA, provided that any such regular meeting may be suspended or cancelled if there is no business to attend to. If at any time any regular meeting falls on a legal holiday, such regular meeting shall be held on the next business day at the same time unless otherwise scheduled by the SRCEA and consistent with meeting dates of the City Council. Pursuant to and in compliance with the Ralph M. Brown Act, Government Code Section 54950, et seq. (“Brown Act”), at least 72 hours before a regular meeting, an agenda containing a brief 4 general description of each item of business to be transacted or discussed shall be posted at a location freely accessible to members of the public; further, such agenda shall specify the time and location of the regular meeting. No action shall be taken on any item not appearing on the posted agenda except as permitted by the Brown Act or other applicable laws and regulations. Section 15. Special Meetings. Subject to and pursuant to the provisions of the Brown Act, a special meeting may be called at any time by the Chair or upon the request of two of the members of the SRCEA by delivering written notice to each member and to each person or entity entitled by law to receive such notices. Notices to the SRCEA Board shall be sufficient if delivered to the SRCEA Clerk. Notices to other persons or entities entitled by law to receive notices must be delivered personally or by mail and must be received at least 24 hours before the time of such special 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 and shall be posted at least 24 hours prior to the special meeting in a location that is freely accessible to members of the public. No other business shall be considered at such meetings by the SRCEA 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 SRCEA Clerk a written waiver of notice. Such waiver may be given electronically. Such written notice may also be dispensed with as to any member who is actually present at the time it convenes. Section 16. Closed Sessions. Nothing contained in these bylaws shall be construed to prevent the SRCEA Board from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session subject to and pursuant to the provisions of the Brown Act. Section 17. Public Hearings. All public hearings held by the SRCEA Board shall be held during regular or special meetings of the SRCEA Board. Section 18. Adjourning Meetings and Continuing Public Hearings to Other Times or Places. The SRCEA Board may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular meeting or adjourned regular meeting the SRCEA Clerk may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time 5 of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. Any public hearing being held, or any hearing noticed or ordered to be held at any meeting may by order or notice of continuance be continued or recontinued to any subsequent meeting in the same manner and to the same extent set forth herein for the adjournment of the meetings; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing a copy of the order or notice of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. Section 19. Meetings to be Open and Public. All meetings of SRCEA members to take action or to deliberate concerning SRCEA business and its conduct shall be open and public and are subject to and shall be held in compliance with the Brown Act. All persons shall be permitted to attend any such meetings except as otherwise provided as permitted by law and these bylaws. Section 20. Quorum. All members of the SRCEA Board shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other official purposes, except that less than a quorum may adjourn from time to time until a quorum is obtained. Section 21. Order of Business. At the regular meeting of the SRCEA, the general order of business shall be as follows: (a) Roll Call (b) Call to Order (c) Public Comments (d) Business Items (e) Adjournment Section 22. Parliamentary Procedure. The rules of parliamentary procedure set forth in Robert’s Rules of Order shall govern all meetings of the SRCEA, except as otherwise herein provided. 6 Section 23. Amendments to Bylaws. These bylaws may be amended by the SRCEA Board at any regular or special meeting by majority vote, provided that the proposed amendment to any particular section is included in the notice of such meeting.