HomeMy WebLinkAboutCities AssociationAGR;EEMENT FOR THE ADMINISTRATION OF THE
SANTA CLARA COUNTY CITIES ASSOCIATION,
A SECTION OF THE PENINSULA DMSION OF
THE LEAGUE OF CALIFORNIA, CITIES
(Amended June 30, 1995) -
This Agreement, dated for convenience as of Febxuary 1, 1990, by and between the City
of Campbell ("Campbell"), the City of Cupertino (""Cupertino'"), the City of Gilroy
up M
"Gilroy")., the City- of
Los Altos (""Los Altos.")., the City of the Town of Los Altos Hills
("Los Altos 11MilpHills")*tas, the City y of theTown of Los Gatos- ("Los Gatos"), the City of
C1.
Milpitas i "), the City of Monte Sereno (Wonte Sereno"), the ity o Morgan
Hill ("Morgan Hff), the City ofMountain View. ("Mountain VieV), the City of Palo.
alo.
Alto.C.Palo Alto"),. the City of San Jose ("San Jose'"),_ the City of Santa Clara. ("Santa
Clara"), the City- of Saratoga (""Saratoga" ), and the, City, of Sunnyvale (""Sunnyvale"), th
he
Cities sometimes hereafter -being jointly referred to as theparties,me
is amended and
entiwd inti an June 30, 1:995.
(1) The parties to this Agreement desire toIpe cooperation among ci-Ey
mov
governments in addressing issues of common interest.
(2) In order to further this purpose, the parties have established the Santa Clara County
Cities Association ("""), it is thei "ntent
1 1 . On. of the parties in creating the SCCCA to
consolidate and maintain the functions and purposes- of theInter
-City Council, the Santa
,
Clara County Mayors' Conference, and the City Selection Committee for Santa Clara
County. The SCCCA is organized as a section of the Peninsula Division of the League
• •
of. California Cities, and is also intended to ma m -mi , ze the influence of Santa Clara.
County Cities in the establishment of League policy and statewide I-eg"do n.
isla
(3). By entering into. this Agreement the parties de -sire to fulfill the legal requ'ements
ir
for establishing the administrativemechani s*m for the functioning for the SCCCA,
1. PURPOSE. The purpose of this Agreement is to create- the administrati
ive
relationshipbetween the parties required to carry out s go ds as set forth.. above and to
it, a
define the legal relationship among the parties., It 1's the further ose ofthis
, r purp
agreement to confirm the goals and purposes of the -SCCCA as set forth. above and as
have been agreed to by the parties previously.. It is not the intent of this...A reement to
modify or amend those foals and purposes.
2. FUNCTIONS, The purposes and functions of the SCCCA shall be as follows-.
a
A. To review, study, develop consensus positions, -and. recommend. on issues of
41
interest to Santa Clara County cities;
B. To develop a common agenda for Santa Clara County cities}
C. To serve as a unified voice for Santa Clara County citieselationshi
in r p to
.other agencies, organizations, and levels of government, includ'g the
in
Peninsula Division of the League of California Cities,
D. To serve as the cities Selection Committee pursuant. to Gov. Code 50270 et
*
seq.., and make appomtments to regional. and local bodies as provi ed by
law-,
E. To assist in development of state k IV., 1icy through the
structure of the.ide legislative
League of CaliforniaCalifoties..
a C.
F, To serve as a source of educat10 n, *1nformation and networking for officials
.from all cities to Santa Clara County; and
G. To provide a forum for non -city individuals, groups and or and
the private. sector to address
items of interest. to Santa Clara County cities.
es,
3. MEMBERSHIP. Each city in Santa Clara County which is a member of
A
the League of California 'Cities and which has paid in, full the dues requi . red under
Section 6 of this Agreement shall be a member of the SCCCA. The by-laws of the
S-CCCA shall make provision for participation by all cities in the county, whether or -not
Alt
members of SCCCA, in the functions of the SCC CA in the role of the City Selection
Committee performing the functions prescribed by California Government Code 50270
et seq.
40 BOARD ole D'
IRECTORS. The activities of the SCCC. shall be
controlled and supervised by a governina board known as the hoard of Directors of the
Santa Clara County Cities Association
("Board"). The Board shall be comp of one
rCpTesentat ive from each member city, selected by and from the mem,bershi of the
OM
Of IP
le,-i-slative body thereof. Each,Boar-d member shall hold office at thepleas re
U of his or
her city's legislative body, and selection shall be made in such manner as the respective
legislative bodies of mem - ber cities may determine. The legislative body of a member
IV
In itsdisuetion, select groinc ty may, in I I Iits m among ,embers an alternate to represent that
city on the Board and vote in the absence of the member from that city.
51 BY-LAWS. The Board, subject to confirmation by two-thirds (2/3) vote of
theart*
p ies, may adopt 'or amend by-laws for the conduct of its business and that of the
SCCCA. The by-laws m4y include such provisions as are not inconsistent with the
provisions of this Agreement and may include but are not 1imi* *ted to provisions relating
to appointment of committeesmeeti
officers and appointees, *d an ngs.
6, FINANCING. The fm*anci*ng of I the SCCC: shall be borne equally by the
2
parties to this Agreement. On or before April 15 of each calendar year, the Board Shall
0
approve a preliminary budget for theSCCCA for the fiscal year commencingwiith July I
f the same calendar year.A copy oe p ef the l*
r u' nary budget shall be transmitted to
each member city for review and comment. The Board
WX A -Ir shall adopt a -final
budget no later than J1 June 15 of each:calendar year for the following fiscal year,
Tbe final budget shall be transmitted to the Member cities upon adoption. The
respective shares of the member cities shall be -paid through a dues schedule to be
adopted with the final budget andDrovided my
. I I - to t.he member cities. The -Board a
ide through the bywlaws for the, time and m anner of payment of dues and for the
suspension or terminati ion m
of the membership of any pafty not paying said dues when
gya, bl -laws may also provide theschedule of p ent of dues by any city
e- The b Y payment
becomm"g a member of the SCCCA_ during a fiscal year..
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The Fd
Board mnv ^,#,%point an.
%I�J
Administrator who shall hold office'unti or she he he resizns or is removed by the Board of.
A I.IL I -A Avm 40 -in
Director a3that c1:331 ^^In+
n irn terms ofch loen VU nil
61 z
e suempym.
1. t
or contract shall be specified in WTItin 1, ne
"TAdministrator shall have
such duties as may be determined e.
in �d by the Board and shall report to and work under the
of the B
direction of the PresidMt oard.
-9 80 S'CCCk FUND. A fund shall. be established b'ty +ue-f-lerlexial A AV.WI4*-"II*,r%+V#II+Ir%**
and shall be designated as the "Santa Clara C'ountu Cities Association, Fund," into which
shall be deposited all monies ies received under this Agreement and from. which shall be
paid all costs and expenses
incurred under this Agreement. There shall be strict
accountabil tv of all funds
1.7 and report of receipts a - d disb
n. ursements of such funds shall
be made to all parties periodically as determined by the Board. ---
:3 A A
--.J- "'L .4 ram A &.t &IA L4 r
fin,
**I n I A A
xII.jL U L jL c4 &wt f..
TERM. The term of th's
I Agreement shall become effective as of the date
f first ,%tten above and shall continue in full force and, effect unless and until terminated
by written agreement of aU parties; provided, that any pafty may indm*dually withdraw
from the Association, without terminat" g: this Agreement g notiLe
M by deliven"n
e of
withdrawal to the Board on o+ r before July I of any calendar year., Such withdrawal shall
m
becoe of at the end of the fiscal year Within i
c
whiHh such notice is given.
4440. SEPARATE. PUBLICENTITY NOT CREATED. The parties. do not
O'S A
intend by the execution of this ��greement to create an public entity separate from the
ani . .. par
parties to the Agree Ment. The Board shall not have the author'
ity to incur any liability
binding upon its members nor levy any assessment
against its members other than the
normal dues established pursuant to this A -- t,
i greemen
IMI. POWERS OF THE BOARD. The Board shall have the folio powers,
duties and responsibilities.- +,9 IPHEk t16 a I A
A.- To adopt a budget L for each fiscal year or portion thereof;
B.. To r64 dirm",
r. to M
ake and enter into
contracts to carry out the provisions of this Agreement. Such contract
shall be consistent with the terms of this Agreement and, with any budget
established hereunder;
E
E. To one] izoat
incur debts,
liabilities and obli, i s *thin t author,* ed budget roped by the
,gafton wi i. iz.
0V
.1 k abilfty or o 0
Board. 'No: debt,11 bligati n shall be incurred in excess of such
budget. In the event of noticof Withdrawal byany party after
approval of
the budget, the and shall a rl*
pprop, ately modff� the budget i.n. order to
reflectthe. accoah
m ny -*thdrawal-
loss; of W -in suoWl
g
F. To exercise any other lawfulpower in the furtherance of the purposes and
functions set forth in Sections. I and 2-providd such actions are in
e
conformity with this Agreement,
4112. SURPLUS MONEY. Upon termination of this Agreement and .d" s olution
Is
of the SCCCA. any- surplus money s oport"
hall be returned. to the t"'
par ies in pr ion to the
contributions made or may be transferred to iza ion, un
-:y . any successor or t* Jess: otherwise
expres.sIv ag.reed uP.on b all parties.
4*13. MODIFICATION OF AGREEMENT. No term, provision, or condition of
this Agreement shall be altered, amended, or departedfrom, or be held or construed to
have been waived except by the unanimous agreement and consent of
all parties.
Notwithsta,nding this Provision the Board W1 I thout authorization of thea
inaiviclu I parties,
may authorize the addition of parties to this Agreement subject to such terms and
conditions as may be deemed reasonable by the Board,
4&J4, LIABILITY AND INDEMNITY. Each party shall be responsible for. an
-y
liabflity arisina out of the acts or omissions of such party, its officers,
%W. agents, and
employees under this Aareement and. agrees to defend, indemn and
4.J, I . . I I I ify hold harmless
each and every other party, its officers, employees and agents fromy liability for such
acts or omissions; except, that with respect to the acts or omissions of the
Aar-.XQia-Fy Administrator while -performi
ng obli,gat"
Jons imposed under this .Agreement, and
while -under the supervision and direction of the Board, the s of California Gov.
provision
Code Section, 895.6 shall apply,
5
D 7
40
P ty Al tos Hills
Mayor Elayne Dauber
CITIES ASSOCIATION OF SANTA CLARA
COUNTY
P.O. Box 3144
Los Altos, CA 94024 US
408-766-9534
andi@citiesassociation.org
www.citiesassociation.org
LL TO f
Carl Cahill
Los Altos Hills
26379 Fremont Road
11 Los Altos Hills, CA 94022
Invoice
OF SANTA CLARA< COUNTY
f E C E1OTA DUB1 0ESATE �A'TERMS
1057 07/01/2019 $6,523.13 107/31/2019 Net 30
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ACTIVITY ._... � �. #�.�..M QTY 'RATE AMOUNT€
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very small c' :2019-2020 Membership Dues 1 61523.13 ` 6,523.13
Attached is the Board approved 2019-2020 Membership Dues and Budget for BALANCE DUE $6523w 13
your review.
Dues included a increase based on CPI -we
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Cities Association of Santa Clara County 2019-2020 Budget
2017-2018
Actual 2018-2019
(through Actual (through March 31,
REVENUE: 2018-2019 ,une 4) 2019)
Dues 144,886 87,868 144,886
Non -dues (directories) 1000 915 300
LAW interest 500 500
Event Tickets (-65people x2events) 71475 7250 5200+
Revenue Totals
153,861
GENERAL EXPENSES:
Office Expenses (insurance, printing, meeting
supplies, office supplies, ED expenses, software,
website update, recognition, PO Box, postage,
etc)
8861.09
7165.73
Priorities for Board Directed Projects (intern for
legislative activities, project)
7,000
1,000
Office: Personnel
ED compensation
100,000
70,000
Payroll expenses
10,000
71000
Consultant (legal or other consultant to complete
organizational status, legal)
10,000
1068.75
Event Expenses
Membership Dinner- DECEMBER
13,000
14,000
Membership Meeting -SPRING
5,000
4500
Expense Totals
153,861
projected reserves starting balance 40,283
12000
100,000
10,000
3,000
12,769
6500
37,500
Notes
CPI -W increase, for
$5,071.01 2019 3.5% i
adding storage or
scanning of documents
cash for reserves
LEGISLATIVE INFORMATION
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GOVERNMENT CODE - GOV
TITLE 5. LOCAL AGENCIES [50001 - 57550] ( Title 5 added by Stats. 1949, Ch. 81.
DIVISION 1. CITIES AND COUNTIES [50001 - 52203] (Division I added by Stats. 1949, Ch. 81.
PART 1. POWERS AND DUTIES COMMON TO CITIES AND COUNTIES [50001 - 51298.5] (Part I added by Stats.
1949, Ch. 81. )
CHAPTER 1. General [50001 - 50290] (Chapter I added by Stats. 1949, Ch. 81
ARTICLE 11. City Selection Committees [50270 - 60279.2] (Article 11 added by Stats. 1972, Ch. 1232, )
60270. In any county in which two or more cities are incorporated there is hereby created a city selection committee
the purpose of which shall be to appoint city representatives to boards, commissions, and agencies as required by
law. The membership of each such city selection committee shall consist of the mayor of each city within the county.
(Added by Stats. 1972, Ch, 1232.)
50270.5., As used in this article, "clerk" means the clerk of a county or the legislative body thereof. Where the office
of county clerk is separate from the office of clerk of the board of supervisors, "clerk" means the clerk of the board
of supervisors.
(Added by Stats. 1973, Ch. 43.)
50271. (a) When the mayor is unable to attend a meeting of a city selection committee, the mayor shall designate
another member of the city's legislative body to attend and vote at the meeting as the mayor's representative.
(b) For the city selection committee in the County of Los Angeles,, the following shall apply when the mayor or the
mayor's designated member is unable to attend a meeting of the city selection committee:
(1) The vice mayor or mayor pro tempore shall serve as the voting member and shall be entitled to one vote.
(2) (A) In the absence of the mayor and the vice mayor or mayor pro tempore, the next ranking council member
shall serve as the voting member and shall be entitled to one vote.
(B) The ranking council member shall be determined by seniority of service on the council.
(Amended by Stats. 2015, Ch, 361,, Sec. 1. (AB 347) Effective January 1, 2016.)
5022.
. 7Representatives of a majority of the number of cities within a county entitled to representation on the city
selection committee shall constitute a quorum of the committee; provided, however, that a majority vote of the
representatives of the number of cities within a county entitled to representation on the committee is necessary to
appoint representatives to boards, commissions, or agencies. Whenever a quorum is not present at a meeting of any
city selection committee, the meeting shall be postponed or adjourned to a subsequent time and place, as
determined by the chairman.
(Amended by Stats. 1973, Ch. 43.)
50273. In order to provide for initial organization of a city selection committee pursuant to this article, an
organizational meeting of each committee shall be held within 60 days after the effective date of this article. The
clerk of each county shall act as temporary chairman of the city selection committee.
As temporary chairman of the city selection committee, the clerk shall fix a time and place for the organizational
meeting of the committee and shall give notice of such date and time to the mayor of each city incorporated within
the county.
Each selection committee shall meet on the date and at the time designated by the clerk. After the organizational
meeting, a selection committee shall meet on such dates and at such times as it may determine or as are required
by law.
(Amended by Stats, 1973, Ch. 43.)
50274. (a) At the first organizational meeting of a city selection committee held pursuant to Section 50273, it shall
select from among its members a permanent chairman and vice chairman, and such other officers as it deems
necessary. The term of office of the chairman and vice chairman shall be not less than one year nor more than four
years as determined in the rules and regulations adopted by a city selection committee pursuant to Section 50275.
At least 60 days prior to the expiration of the term of office of the chairman and vice chairman, or as otherwise
provided in the rules and regulations adopted by a city selection committee pursuant to Section 50275, the city
selection committee shall meet and select a successor to the chairman and to the vice chairman.
(b) The officers of the County of San Mateo's City Selection Committee may be the same as San Mateo County's
Council of Cities. Any person elected to serve as chairman, vice chairman, or officer may serve his or her entire term
of office on San Mateo County's City Selection Committee, provided that the person continues to serve on a city
council. If a city selection committee officer is not a mayor, that person may preside, but not vote on any matters
before San Mateo County's City Selection Committee unless authorized pursuant to Section 50271.
(Amended by Stats. 1997, Ch, 489,, Sec. 6, Effective January 1,, 1998.)
50275. In order to carry out the provisions and purposes of this article, a city selection committee shall formulate
and adopt rules and regulations to govern the conduct of their meetings and the selection of city representatives.
Such rules and regulations shall include, but not be limited to, the term of office of the chairman and vice chairman
of the city selection committee, such term to be not less than one year nor more than four years, the time and place
of the committee's regular meetings, a procedure for nominating and selecting city representatives, and the manner
in which voting by the city selection committee shall be conducted.
(Amended by Stats. 1973, Ch. 43.)
50276. The clerk of each county shall act as the permanent secretary and recording officer of the city selection
committee organized within such county. All meetings of a city selection committee shall be conducted in the
presence of the clerk of the county in which the committee is organized or his deputy. All votes and action taken by
a city selection committee shall be recorded in writing by the secretary of the committee. The written record of any
vote or action taken by the selection committee shall include the name of each member voting and how he voted.
Written records and minutes of a selection committee's secretary are public records.
(Amended by Stats. 1973, Ch. 43.)
50277. A city selection committee shall conduct regular meetings at the times specified by it in its rules and
regulations, and shall also meet upon the call of its chairman. The chairman of a selection committee may call a
special meeting of the committee at any time, and the chairman shall call a special meeting of the selection
committee upon the written request of 50 percent of the members of the city selection committee. When a chairman
is required to call a special meeting of a city selection committee pursuant to this section, such a meeting shall be
called and held within 60 days after receipt of such written request. Within three weeks prior to the date fixed for a
special meeting of the committee, the chairman of the committee shall notify the committee secretary of the date,
time, and place of the special meeting.
(Added by Stats. 1972, Ch. 1232,)
50278• At least two weeks prior to the date of any meeting of a city selection committee, the secretary of the
committee shall give notice of the meeting to each member of the committee. The secretary shall also give
reasonable notice to each member of a selection committee of the time, date, and place to which a meeting of the
committee is continued.
(Added by Stats. 1972, Ch. 1232.)
50279. Members of a city selection committee shall serve without compensation.
(Added by Stats. 1972, Ch. 1232.)
50279.2. Notwithstanding any other provision of this article, in any county in which there is only one incorporated
city, the legislative body of such city is hereby created and shall serve as the city selection committee in the county
for the purpose of appointing city representatives to boards, commissions and agencies as required by law.
A majority of the members of the legislative body of a city which is created as a city selection committee pursuant to
this section shall constitute a quorum of the committee. In order for the city selection committee to make
appointments, or in any other manner conduct business of the committee, a quorum shall be required.
The presiding officer of the legislative body of a city which is created as a city selection committee pursuant to this
section, shall serve as chairman of the committee. The clerk of the legislative body shall act as permanent secretary
and recording officer of the city selection committee and, as permanent secretary and recording officer, shall
perform all the duties specified in Section 50276.
(Added by renumbering Section 50280 (as added by Stats. 1972,, Ch. 1232) by Stats, 1979,, Ch. 373.)
BYLAWS
Of the
CITIES ASSOCIATION OF SANTA CLAR.A COUNTY
October, 2010
ARTICLE I
NAME, PURPOSE AND POWERS
Section 1. Name. The name of this unincorporated association shall be the Cities
Association of Santa Clara County, hereinafter referred to as the "Association."
Section 2. Principal Place of Business. The principal place of business of this
Association shall be such place within the County of Santa Clara as may be designated from time
to time by the Board of Directors of this Association; and if none has been so designated, such
place of business shall be the City Hall of the City of which the Association President is a member
of the legislative body.
Section 3. Purpose. The purposes and fiinctions of this Association shall be as follows:
a. To review, study, develop consensus positions, and recommend on issues of interest
to Santa Clara County cities;
b. To develop a common agenda for Santa Clara County cities;
C. To serve as a unified voice for Santa Clara County cities in relationship to other
agencies, organizations, and levels of government, including the Peninsula Division
of the League of California Cities;
d. To serve as the City Selection Committee pursuant to Government Code section
50270 et seq. and make appointments to regional and local bodies as provided by
law;
e. To assist in development of state-wide legislative policy through the structure of the
League of California Cities;
E To serve as a source of education, information and networking for officials from all
cities in Santa Clara County;
g. To provide a forum for non -city individuals, groups and organizations and the
private sector to address items of interest to Santa Clara County cities.
Section 4. Powers. The Association may exercise any lawful power in the furtherance
of its purposes as determined by the Board of Directors except that it may not incur any liability
binding upon its members nor levy any assessment against its members other than the normal dues
established under Article VII of these Bylaws.
ARTICLE II
MEMBERSHIP
Section 1. Membership. Each City in Santa Clara County which is a member of the
League of California Cities and which has paid in full the Section dues required under Article VII
of these Bylaws shall be a member of the Association.
Section 2. Suspension. Any City which is delinquent in payment of its dues shall
automatically be deemed suspended from membership sixty (60) days after the date on which
payment is due if the full payment has not been received, and it shall be the duty of the
Secretary/Treasurer to promptly notify the City of its delinquency. A suspended member City
shall not be permitted to participate in any Association proceedings. A suspended member City
shall be restored to full membership upon its payment of the total dues assessment then due and
payable in accordance with Article VII, Section 2.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Selection and Tenure. The Board of Directors of this Association shall be
composed of a representative from each member city, selected by and from the legislative body
thereof. Each Board member shall hold office at the pleasure of his or her City's legislative body,
and selection shall be made in such manner as the respective legislative bodies of member Cities
may themselves determine.
Section 2. Alternates. The legislative body of a member City may, in its discretion,
select from among its members an alternate to represent that City on the Board of Directors and
vote in the absence of the member from that City.
Section 3. Notice of Appointment. The legislative body of each member City shall,
immediately upon the selection of one of its members as a member of Board of Directors, or as
alternate, advise the Association Secretary/Treasurer of such appointment.
Section 4. Ex Officio Members. The Santa Clara County/ Cities Managers' Association,
an advisory committee to the Association according to the provisions of Article VI, Section 1(d),
and the Santa Clara County Board of Supervisors may each appoint one of its members to serve
as an ex officio member of the Board of Directors. The ex officio member may participate in
deliberations but shall not participate in voting or in any of the privileges of membership, and shall
not be counted for the purpose of determining whether a quorum of the Board is present.
Section 5. Compensation. No member of the Board of Directors, including officers,
shall receive any compensation from the Association for his or her services as a member of the
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Board. No member of the Board, including officers, shall be entitled to reimbursement from the
Association for expenses incurred on Association business unless such reimbursement shall be
authorized in advance by the Board of Directors, or unless such reimbursement is authorized and
distributed by the member's respective city
Section 6. Duties. It is the responsibility of the members of the Board to report to and
solicit comments from their fellow City Council members on major issues and to keep their City
Councils informed on the business of the Section.
ARTICLE IV
OFFICERS
Section 1. Officers Designated. The following officers of this Association shall be
elected by the Board of Directors: President, First Vice President, Second Vice President and
Secretary/Treasurer. Officers shall be selected from Council Members and Mayors of Member
Cities.
Section 2. Term of Office.
a. The regular term of office for all officers shall commence upon election and shall be
,for a period of one (1) year. No person shall hold the same office for more than two
(2) consecutive full terms.
b. Election of officers shall take place at the first meeting of the Board of Directors and
annually thereafter at the regular meeting of the Board of Directors in November.
C. In the event a vacancy occurs during any officer's term of office, the Board of
Directors shall determine whether to fill the unexpired portion of the term at a regu-
lar or a special meeting. I If such a determination is made, the then presiding officer
shall appoint a nominating committee consisting of three (3) Board members which
shall present its recommendations for filling the vacancy to the Board of Directors at
the earliest practicable time and in accordance with the notice provisions set forth in
Article V, Section 2. A person who is appointed to fill the unexpired portion of the
term is not rendered ineligible to hold the same office in accordance with the
provisions of Article IV, Section 2(a).
Section 3. Duties.
a. President. It shall be the duty of the President to preside at the meetings of the
Board of Directors and to perform such other duties as ordinarily pertains to the
office of President of like types of organizations.
b. Vice Presidents. It shall be the duty of the First and Second Vice Presidents, in that
order, to act in the place and stead of the President during the President's absence or
inability to act.
C. Secretary/Treasurer. The Secretary/Treasurer shall review all financial accounts and
records to determine that they are in accordance with these Bylaws and the
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directions of the Board of Directors. The Secretary/Treasurer shall see that minutes
of all Board and Committee meetings are recorded, notice of meetings of the Board
are posted, and that all receipts and disbursal of funds by the Association are done in
accordance with these Bylaws and the direction of the Board of Directors. The day-
to-day operation of the office of Secretary/Treasurer may be delegated to an
Executive Director for the Association, which position shall be nonvoting.
Section 4. Executive Director . The Board of Directors may hire an Executive Director
who shall hold office until he or she resigns or is removed by the Board of Directors. The
Executive Director shall have such duties as may be determined by the Board of Directors.
Section 5. Nominating Committee. A nominating committee consisting of three (3)
Board members shall be appointed by the President no later than two (2) meetings before the
meeting at which officers for the following year will be elected. At the meeting immediately
preceding the meeting for the election of officers, this committee shall present its nominations for
officers for the following year. Additional nominations may be made from the floor at the meeting
where the election is to be conducted, providing the consent of the nominee has been secured.
ARTICLE V
MEETINGS
Section 1. Schedule and Locations. Regular meetings of the Board of Directors shall be
held, at a minimum, every other month at a time and location determined by the Board of Direc-
tors. The Board of Directors shall schedule periodic meetings of the general membership, to
include all members of legislative bodies of member Cities.
Section 2. Notice and Meetings. The Association is a legislative body for purposes of
the Brown Act (Govt. Code 54950 et seta) Notice of the time and place of all regular meetings
shall be given in writing by the Secretary/Treasurer or a designee to all members of the Board at
least three (3) days prior to the meeting. Such notices may be sent by United States mail, postage
prepaid, or by electronic mail, or by the Internet, which shall be determined to be personally
delivered. Notice of special meetings shall be given by the Secretary/Treasurer or a designee to
all Board members at least one (1) day in advance and in the manner required by Government
Code section 54956. The Secretary/Treasurer or designee shall be responsible for preparing and
posting agendas of Board meetings three (3) days prior to the meeting and in compliance with
Government Code section 54954.2.
Section 3. Quorum. A majority of the members of the Board of Directors shall
constitute a quorum to do business at any such regular or special meeting.
Section 4. Votin . The affirmative vote of a majority of the members of the Board of
Directors present shall be necessary for the Board of Directors to take action. Each member of
the Association shall have one vote.
Section 5. Rules of Order. Subject to the provisions of these By -Laws, the meetings of
the Board of Directors shall be governed by Robert's Rules of Order, Newly Revised.
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ARTICLE VI
COMMITTEES
Section 1. Standing Committees.
a. Executive Board. The Executive Board shall act to accomplish, administer and facilitate
the goals and the purposes of the Association at the direction of the Board of Directors.
The Executive Board shall consist of the officers of this Association; the Immediate Past
President, if still a Cities Association member; the Chair of the Legislative Action
Committee; and a Director at Large who may be appointed if the Immediate Past
President is no longer a Cities Association member. The Director at Large shall be a
Cities Association member appointed by the President upon approval of the Board. The
Vice Chair of the Legislative Action Committee shall be appointed to serve on the
Executive Board in the absence of the Chair of the Legislative Action Committee.
b. Legislative Action Committee. There shall be a Legislative Action Committee of this
Association, which shall have the membership and purpose as follows. The membership of
the Legislative Action Committee shall consist of one representative from each City in the
County. The representative shall be a City Council Member or the Mayor. Each City
shall also appoint an alternate to serve on the Committee in the absence of the
representative. The alternate may be a City Council Member or the Mayor. Each City,
represented by either the representative or the alternate, shall have one vote. The purpose
of the Legislative Action Committee is threefold. First, the Committee would enable the
Cities Association to advocate on issues of interest to Santa Clara County cities in an
organized, effective manner. Second, the Committee would provide basic legislative
information to cities with little or no legislative staff. Third, the Committee would
organize emergency responses to urgent issues.
c. City Selection Committee. The City Selection Committee shall be a Standing Committee
of this Association, and shall have the membership and purposes set forth in Government
Code sections 50270-50279.4 and which shall be governed by the requirements of such
sections. The membership of the City Selection Committee shall consist of the Mayor or
Mayor's designee of each City in the County, whether or not any such City is a member of
the Section.
Section 2. Liaison Committee.
a. Santa Clara County/Cit, Managers' Association. The Santa Clara County City/County
Managers' Association shall serve as an advisory committee to the Association. The
Santa Clara County/City Managers' Association may choose an ex officio representative
to the Board of Directors.
Section 3. Other Committees Authorized.
a. A nominating committee will be appointed as required and in accordance with the
provisions of Article IV.
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b. The President, with the consent and approval of the Board of Directors, may
appoint such committees as may be necessary from time to time, and designate the
chair and the purpose of each such committee. Any elected individual of any
member City shall be eligible to serve upon any such committee.
Section 4. Quorum. The quorum for each committee except the City Selection
Committee shall be determined by the Board at such time as the committee is created. A quorum
for the City Selection Committee shall be eight (8) members. The majority vote for the City
Selection Committee (8) is required to appoint representatives to boards, commissions, or
agencies. Whenever a quorum is not present, the meeting shall be adjourned or postponed to a
subsequent time and place as determined by the Chair.
ARTICLE VII
FINANCES
Section 1. Budget. On or before April 15 of each calendar year, the Board of Directors
shall approve a preliminary budget for the Association for the fiscal year commencing with July 1
of the same calendar year. The Board of Directors shall adopt a final budget no later than June 15
of each year. A copy of the preliminary budget when approved and a copy of the final budget
when adopted shall be transmitted to each Member City.
Section 2. Dues. Each Member City shall pay to this Association annual dues in
accordance with a dues schedule adopted by the Board of Directors on or before June 1 of each
year. Dues shall be for the fiscal year commencing July 1 and shall be an amount for each member
City based upon the approved budget. The full amount shall be due and payable before July 1 of
each year. Any City becoming a member of this Association during a fiscal year shall pay the full
dues for that year prior to exercising any rights of membership. The dues schedule shall be
revised every three (3) to four (4) years.
Section 3. Funds. All funds received by the Association from the membership or any
other source shall be deposited in a financial institution or institutions determined by the Secre-
tary/Treasurer and disbursed only by check signed by any persons designated by the Board of
Directors as signers on the account including the Executive Director, the Secretary/Treasurer and
the President. There shall be a Reserve of funds to cover six (6) to nine (9) months of operating
expenses to ensure financial stability of the Association. The dues schedule shall be revised as
such.
Section 4. Accounting. Every two (2) to three (3) years, an audit of the Association's
finances shall be completed and copies thereof shall be filed with the Board of Directors.
Annually, a complete written account of all receipts and disbursements during the previous year,
showing the opening and closing balances shall be prepared by the Secretary/Treasurer or a
designee. Copies thereof shall be filed with the Board of Directors Monthly, bank and
reconciliation statements shall be reviewed by the Secretary/Treasurer and initialized as such.
Monthly reports of accounting and investments shall be prepared and filed with the Board of
Directors by the Secretary/Treasurer or a designee.
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ARTICLE VIII
ADOPTION AND AMENDMENTS
Section 1. Adoption. These Bylaws shall become effective upon the affirmative vote of
the legislative bodies of two-thirds of the cities in Santa Clara County.
Section 2. Amendments. These Bylaws may be amended only in the following manner:
Proposed amendments shall be submitted in writing to the Board of Directors for approval, and if
approved, shall thereafter be submitted in writing to each Member City of the Association at least
thirty (30) days before action thereon is required by the membership. An affirmative vote of two-
thirds of the legislative bodies of the member Cities shall be required for approval.
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