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02-15-1994 - Council of Governments Joint Powers AuthorityWest CMna City of Memorandum TO City council IN AGEi DA FROM City Manager ITEM NO. K� 2. b. I SUWECr-. February 15, 1994 COUNCIL OF GOVERNMENTS DATE JI JOINT POWERS AUTHORITY summARY: consideration of -approval of.San Gabriel Valley Council .of Governments. BACKGROUND: At the January 24 Joint Study Session of the. City Cound 1. and Planning Commission, the Council and Commission reviewed in:detail the proposal by the San Gabriel Valley Association of Cities to create a new"Council of Governments" Joint Powers Authorit If , y approved 'by more than one-half of the cities in the San G ' abriel Valley, the Association plans to initiate the new "COG" organization on April 1, 1994. At the -conclusion of the Joint Study session, the Planning Commission unanimously recommended that the City Council approve the formation of a San Gabriel ,Valley Council of Governments organization as'proposed by the SGVAC. The City Council then directed staff to place the matter on this'�Iagenda for formal consideration by the City Council. BACKGROUND: The concept of forming a San Gabriel Valley Council of Governments arose as a recommendation of the recently completed, San Gabriel Valley Sub -Regional Plan. It was felt that there was a need to have an organization among the San Gabriel Valley.cities that can serve as an effective forum to build a consen sus among the cities, resolve conflict, and unify cities in planning for alternatives for addressing.the sub -regional issues identified in the Sub -Regional Plan that extend beyond individual city boundaries. It.was the conclusion of the San Gabriel Valley Association of �'iCities Executive Board that the most effective.means of providing that support would be by the creation of a Council of Gover"nments organization to*replace SGVAC. Enclosed is a more detailed description of'the purpose, structure, and proposed authority of the new COG organization. Also enclosed is a draft of the proposed bylaws(agreement to form the COG and a draft of proposed bylaws for the new organization. The joint powers agreement and bylaws were reviewed and approved by a committee of city managers (on which I served) and a separate ittee of elected officials (on which Nancy Manners served) and commi by the Executive Board of the San Gabriel Valley Association of cities. Rather than , go into detail about the purpose, structure, and advantages of the proposed COG I will instead refer the City Council to the attached material, particularly the informational letter 'and sup�iorting material from Mr. Terry Dipple, President of the San Gabriel Valley Association of Cities. -r4- *h=* *h= ri r^""nil Ann -rove the concept f oi� the San Gabriel Valley Council of Governmell nts as outlined in the' proposal from SGVAC and direct the City Manager to bring back the Joint Powers Agreement -for consideration by the City council when all f inal draft is completed. It is also recommended that the City Council direct the City Manager to communicalte the City Council's support of the concept to the other citiesil�in the San Gabriel Valley; encouraging them to join with West Covina in supporting the new COG. e pectf y Submi led. Star i d r I.MeS ..Star i d City anager San Gabriel Va 14156 Magnolia Blvd., S,Uite 103, 11ciation of Cities 818) 907-1664 FAX (818) 784- 1,1187 EXECUTIVE 'January It L -7 -7 -1 COMMITTEE 7 Terry Dipp'le, President San Dimas Beatrice LaPtsto-Kirfleyl Honorable IMayor Richard Jennings and Vice President Members of the City Council Bradbury city of West Covina Bob Kuhn, Post Of f ice Box 1440 Secretary West Covina, California 91793. Glendora lack Thurston, Dea r Mayor Jennings and Members of 'the City Council Treasurer I El Monte INTRODUCTION Robert llirues�ch Rosemead Preparatiolils for the creation of a formal organization to George fasching serve as I the vehicle to collectively address matter�s that Arcadia impact the� San Gabriel Valley cities are now complete-41 ' It is the firm I belief of those 'who have been involved in this Martin Gallegos Baldwin Park process of transitioning fr om the Association to a Council Of Governments (COG) that the San Gabriel Valley, Council Of Algird Leiga 1 Claremont 11 Governments will, over the next few years, fac ; ilit j ate . the study and resolution of many important Valley issues in \a Ginny,loyce politicallily, and.t chnically sound manner an d at a coll st that Duarte will be att:ractive to the members. Bobble McGowan Temple City A single study of key issuesthat impact :all cities,� in the Henry,Morgan Valley. can be conducted at a fraction of the cost- of Covina individuall',stud-ies. Involvement of all cities in each effort Louis Perez will also! ensure,high quality products that are implementable La Puente by all cities on a voluntary basis. Nell Soto Pomona Enclosed�; are formation.documents, prepared pro bono by,'.the law EXECUTIVE I firm -of Burke, Williams & Sorensen, for the San Gabriel Valley DIRECTOR Council f Governments (COG) The documents hayle been David Smith reviewedlan a proved by a Committee of city managers (Julio Ken Spiker And Fuentes,, i a ra; Glenn Southard, Claremont; and Jim Associates, Inc. Starbird, est Covina), a committee. of elected officials M EMBER CITIES Alhambra Arcadia Azusa Baidwin Park Bradbury Garemont Covina Diamond Bar Duarte El Monte Glendora Industry 'Irwindale La Cafiad,a Flintridge La Habra Heights La Puente La Verne' Monrovia Monterey Park Pasadena Pomona Rosemead San Dimas San Gabriel San Marino Sierra Madre South El Monte South Pasadena Temple City Walnut West Covina Honorable Mayor R�chard Jennings 1. and Members of the city Council, .City of west Covina January 4, 1994 Page Two (Terry Dipple, San Dimas; Harry, Baldwin, San Gabriel; Tom Breazeall Temple City;.Margaret Clark, Rosemead; Bea LaPisto-Kirtley, Bradbury; Al Leiga, Claremont; Nancy Manners, West Covina; Raul Pardo, South El Monte; -Nell Soto, Pomona; and Fidel Vargas, Baldwin Parkl, and the SGVAC Executive.Committee. The Joint Powers Agreement- shoulld be approved and executed by your city. In addition,,your City.Council should designate by resolution a Governing Board Member and Alter!hate Governing Board Member and submit those appointments, along with t I he executed Joint Powers Agreement, to �David Smith, SGVAC Executive Director, not later. than February 25, 1994. The Bylaws are included in the packet for information only. No action on the Bylaws is required� by your City. They will beadopted by the Governing Board of the COG at its first meeting. The. Council of Governments will become an official entity on March,1, 1994 if fifty percent plus one of . the eligible public entities adopt the Joint Powers Agreement by a majority vote of the legislative. body and sign the Agreement. if fifty percent plus one of the eligible ,public entities have not signed the Agreement by March 1, 1994, then, the effective date of the Agreement will be the first date oft which fifty percent plus one of the eligible public entities adopt and sign the Agreement. In general terms, the Council Ut: uovernments will be structured with a Governing Board (policy body) made up of one elected.official selected by each member city. There will be a Technical Advisory Committee (TAC) consisting of the city manager of eachr member city or their designee which will provide direct professional . input to the Governing Board. Other committees�may be appointed by the -Governing Boa rd as determined necessary. it is anticipated that the Governing Board of the. Council Of Governments will elect of f icerq, adopt Bylaws, arrange� f or staf f ing and begin assembling a work'programrand budget at its first, meeting. clearly, the -size of the budget of the -Council Of Governments will be directly related to the scope of the work. program developed and adopted. by the Governing Board of the Council of Governments. which is �appointed by the City Councils lf the member cities. Honorable Mayor Richard Jennings- and Members of the City Council, city of West Covina January 4, 1994 Page, Three pTiRpoSE OF THE COUNCIL OF -GOVERNMENTS The Council' Of Governments will,-: Provide a formalized organizational structure to ensure fair representation, from each city in the San Gabriel Valley (one vote per ci 2. Assist in coordinating subregional. planning efforts and in resolving conflicts among the cities in the San Gabriel Valley as they work toward achieving planning.goals; 3.1 Attempt to I build consensus among the cities on the implementation of policies.and programs for addressing subregional and regional. issues; 4. Serve as a mechanism for obtaining State, Federal and regional grants. to finance a major portion of the expenditures of the organization; Serve in an advocacy role�in representing the San Gabriel -Valley cities at the regional, State and Federal levels on. issues of importance to the San Gabriel Valley;.and 6. Possess:the flexibility of utilizing professional staff, member city resources, consultants or presently,existing single,purpose 'public and public/private groups to carry out its programs and project-s. The Council Of Governments will,not possessvthe authority to compel any of its members to, conduct any activities or implement any plans or strategies that they do not wish to undertake. The goal and intent of is one of voluntary cooperation. among -cities for the the . Authority collective benefit.�of cities in the San Gabriel Valley. PRIORITIES or THE COUNCIL OF GOVERNMENTS .The Governing Board of the Council Of Governments will develop its. own work program and establish its own priorities. However, a subcommittee of the Subregional Plan Technical Advisory Committee, which is comprised of one,' representative from each city , in the subregional p lanning,area, -the city managers committee and.the elected officials, committee have. established the following menu of issues /act ivit ies that. 0 Honorable Mayor Richard Jennings and Members of the City Council City of West Covina: January 4, 1994 Page Four Board: Activities' should receive consideration by the Governing r 'lating to the subregional planning process and the Regional e Comprehensive Planning process; Transportation . Control Measures (TCMI s) transportation issu I e. s including transit and. sur ace issues other than TCM's; Congestion transportation; air qualit.y Management - -Program (cmp) . issues; mandated programs (housing, air quality and waste management) - !economic development issues; a public outreach program on issues that ',will.impact businesses and residents in the Valley; and advocacy on behalf of the San Gabriel Valley cities at all levels (agencies and the Stateand Federal government). if you would like�to discuss an�. aspect of the formation.of the.Council Of Gove'rnments in greater detail, please contact me at (909) 394�6217; David Smith, SGVAC Executive Director, at (818) 907,-1664; Julio Fuentes,' Alhambra city Manager, at (818) 570-5010; Glenn Southard, Claremont City Manager,. at (909)1 399-5441; or Jim Starbird,, West Covina City Manager,.at (818) 814-8401L -Additionally, if.you desire, I would .be happy to.make a presentatiori to your City Council. t I aking the I look f orward to all cities lin' the San Gabriel valley necessary action to join the San Gabriel Valley Council Of Governments so that we can move forward onlMarch 1,.1994. Ve truly yours, err D* Presi ds Enclosures c: James Starbird, City Manager (w/enclosures.) SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS QUESTIONs AND ANSWERS The following. questions and answers are those which. were discussed 'during presentations to City !'Councils, at, San Gabriel Valley Association Of Cities (SGVAC) i - meetings,, and during meetings with Executive Committee'and General Membership individuals representing business in the San Gabriel Valley. The answers are�based on the collective opinions of the, City Managers Committee, the Elected Officials Committee. and the SGVAC Executive Committee. 0. WON'T THE COUNCIL OF GOVERNMENTS REQUIRE YET ANOTHER MONTHLY 'DINNER MEETING? A. No. Upon the�formation of the Council Of Governments, the San. Gabriel 11 Valley Association Of.Cities will- be disbanded and its assets transferred to the Council Of Governments. The Council Of Governments will be a more formal organization which will primarily deal with issues in a businesslike forum. The Governing Board -'Of' Governments may, however, schedule occasional dinner of the Council meetings to fulfill the purposes of the Council. BE ANOTHER LAYER OF Q. WILL THE COUNCIL OF GOVERNMENTS GOVERNMENT?r �A. The Council Of Governments will be formed as a Joint Powers Authority; which From a practical standpoint, is.: technically a,, separate governmental entity. :1 similar to that of the, however, the,fun.ction of the Cou * ncil Of. Governments will be existing San Gabriel Valley Association Of Cities.r It should be noted that all cities in the San Gabriel Valley are currently members of one or more Joint Powers Authority and that few, if any, problems have been encountered with theooeration of those governtnental entities. Q. WILL A MAJORITY OF THE COUNCIL OF GOVERNMENTS MEMBERS HAVE THE ABILITY TO COMPEL ONE OR MORE OF ITS MEMBERS TO COMPLY WITH THE WISHES OF THE REST OF THE GROUP? A.' No.. The Councii0f Governments will have�no power to require any member to do anything.that it does not wish to do... HOW MUCH WILLTHECMES H. E TO.PAYTO BELONG TO THE COUNCIL OF GOVERNMENTS? A. it is unknown what the Governing Board of the Council Of Governments will adopt in the way of a budget. What is kpown is that a grant will be available. from the Southern California Association Of Governments and other grants will, in all lable also. Ther' is no doubt, however, that the member cities probability, be avai , e will be asked to support the organization financially and, in all probability, through of staff. resourc s such.as has been done.to expedite the the commitment subregional planning process. EPOSITORY FOR. FUNDING WIH THE COUNCIL OF GOVERNMENTS BE A R FOR REGIONAL PROJECTS? A. No. The only grants the Council Of Governments will apply for will be for planning studies. The Council Of Govern ents will not be.involved in the construction of projects. KE DECISIONS ON WHAT WILI THE COUNCIL.OF GO ERNMENTS MA -REGIONAL PROJECTS ARE CONSTRUCTED, I.E. TRANSPORTATION PROJECTS? The Council Of Governments may.very.well develop recommendations on plans A. 1. and proposals from other age cies. and, advocate. those positions, i.e. the Metropolitan Transportation Authority 30-Year Plan.. However, the Council Of of ect resources to the construction Governments will not have the authority to dir projects. WHY SHOULD A COUNC . IL F OVERNMENTS BE CREATED WHEN WE HAVE THE- SAN GABRIEL VALLEY ASSOCIATION OF CITIES?, informal group created many A. The San Gabriel Valley Assoc ation Of Cities is an 1 the exchange of ideas among elected officials. years ago to serve as a forum for 1 imes'have changed. The The Association fulfilled this function admirably.. 7 e formal, representative organization that is able to current need is for, a mor conduct studies, build consens s, formulate recommendations and I advocate positions for the benefit of the San Gabriel Valley cities collectively. WHAT IS THE PURPOSE OF THE NEW ORGANIZATION? urpose of the new organization is to unify the San Gabriel Valley so that it A. The p can speak with a collective voice on important subregional and regional, issues. lected official from each city on The Council Of Governme ts, w ich will have an e resentative and, as such, will be able to s eak out on the pollicy body, will be re p s that transcend city boundaries. issue -2- WHAT TYPES OF ISSUES WILL THE COUNCIL OF GOVERNMENTS DEAL:WITH? LAND USE? REDEVELOPMENT/ECONOMIC DEVELOPMENT? LOCAL SERVICE LEVELS? A. The Technical Committee, which is made up of.one staff person from each city in the San Gabriel Valley subregional planning areas, the city managers COG committee and the elected officials COG committee, have identified the fo Ilowing issues as candidates for attention by the Council Of Governments: - Transportation Control Measures (TCM's) - Transportation issues, including transit and surface transportation - Air quality issues other than TCM's - Congestion Management Program (CMP) issues - Mandated programs (housing,,.air quality and waste management) Economic development issues.. Advocacy I at all levels (agencies and the.State and, Federal governmept) The Council Of Governments will u Itimately. address those issues.that the cities collectively decide to address. HOW -WILL THE COUNCIL OF GOVERNMENTS BE STRUCTURED?, A. The Governing Board of Council Of Governments will consist of a Governing Board Member and Alternate Governing Board Member appointed by the City Council of each mem , ber city. There will also be a Technical Advisory Committee I made up of the city manager of each. member'city or his/her designee to "provide direct professional recommendations to.the Governing Board. Other committees will be appointed consisting of elected. officials, city staff, representatives. of other, USir agencies, b ness groups, consortiums,.etc. to deal with,specific issues.' 0. WILL THE SMALL CITIES LOSE CONTROL TO THE LARGE CIT* IES? A. The Governing Board of the Council Of Government will function on a one vote 0 per city basis. Thus, -the small. cities will actually have an advantage l�ver the larger cities. WILL THE SMALL CITIES BE SENSITIVE TO THE LARGER CITY ISSUES? A. The cities collectively will address subregional and regional issues that are agreed upon, by,the policy body. -3- WILL A MAJORITY OF THE CITIES IN THE -COUNCIL OF GOVERNMENTS BE ABLE TO IMPOSE THEIR WILL bN THE CITIES IN THE MINORITY ON ANY PARTICULAR ISSUE?, A. No. The Council Of Gove mments� will conduct studies, make recommendations The Council Of and advocate the implementation, of those recommendations city to implement any Governments will have no power! or ability to force any recommendations. It is, however, anticipated that the Council Of Governments will conflict resolution program that member cites may voluntarily develop a formal utilize to resolve differences. S BE HOW WILL THE ADMINISTRATION. OF THE COUNCIL OF GOVER NMENT PAID FOR? A. Through membership dues and grants. 0. WILL REPRESENTATIVES FROM ITHE MEMBER. CITIES BE PAID A SALARY? A. No. Q. WHAT IF ALL THE CITIES IN THE SAN GABRIEL VALLEY DON'T PARTICIPATE? A. it is anticipated that all cities will participate, however, the formation documents state that the Council Of Governments will become operational on March 1, 1994 if fifty. percent plus one of the eligible public entities adopt the Joint Powers of t i he legislative. body of each eligible public entity Agreement by a majority vote and sign the Agreement. if fifty 1percent plus one of the eligible public entities have not signed the Agreement by March 1, 1994, Ahen the effective date of the, Agreement shall be the first date on which fifty percent plus one of the eligible public entities adopt and sign the Agreement. Cities, that do not join the Council Of Governments will, not be represented on theGoverning Board.. Q. HOW CAN THE MEMBER CITIE ; S BE SURE THIS ORGAN izATION WILL NOT "RUN AMUCKT' A. The activities of the organization i will, be directed by the Governing Board which. will be made up of one Council Member from each member city. Activities of the Council Of Governments will b'e, limited to those that the Governing Board authorizes. Q. HOW CAN A CITY WITHDRAW F1 ROM MEMBERSHIP? A. By giving sixty days notice. 9 TABLE 0 r CONTMS PAGE Sec tion 1. Recitals . . . . . . . . . .. . .. . . . . . . . . . Section 20 Creation of Separate Legal Entity . . . . . . 2 Section 3. Name . . . . . . . o . . . . . . o 2 Secti'on 4. Purpose and Powers of the.Council. . . . . . . 2 a. Purpose of Council . . . . . . . .. . . . . . 2 Section 5. Creation of'Governing Board . . . . ... . . .. . . 4 a. Designation of Governing 1 Board Representatives . . . . . . . . . . . . 4 ;f Alternate b. Designation 0 Governing Board Representati� res . . . . . . . . . . . . c. Eligibility . . . . . . . . . . . . . 4 Section 6. Use of Public Funds and Property . . . . . . . 4 a. Voting And Participation . . . . . . . . . . �4 b. Proxy Voting . . . . . . o 5- c. Quorum . . . . . . . 5% d. Committees I o e. Actions . . ... . . . . . . . . . . . . o 5 Section 8. Duties of.the Governing Board . . . . ... . . 5 5 section 9.. Roberts Rules of order Section 10. Meetings of Governing Board . ... . . . . . . . . Section 11. Election of President and Vice-Ptesident 6 Section 13. Designation of Treasurer and Auditor . . . . . . . 7 Section 14. Council Trea.I.ILL.LM.L1 . . . . . .. . . . . ... . . . . 7 Section 15. Designation of 01�her Officers and.Employees . . . 7 -1- Section 16. Obligations of Council . . . . .. . ... . . . . . . 7 Section 17. Control and Investment o-f Council Funds . . . 7 Section 18. Implementation Agreements . . . . . . . ... 7 Section 19. Term ... . . . . . . . . . . .. . . . . Section 20. Application of Laws to Council Functions . . . 8 'Section 21. Members . . . . . . . . . . . . . . . ... . . 8 a. Withdrawal . . ... . . . . . . ... . 8 b. Non -Payment of Dues . . . . . . .. . 8. C. Admitting Eligible Members . . . . . . . 8 d. lAdmitting New Members 9 Section 22. Interference With Function of Members' 9 section 23. Dues of, Members .. . . . . . . . . . . . ... . .'9 Section 24. Disposition of Assets . . . . . . ... . . 9 Section 25. Amendment . . . . . . . . . . . .. . . . . . . . 9 Section 26.- Effective Date . . . .... . . . . . . . . . 9 0 "SAN GABRIEL VALLEY (A JOINT PC .IL OF GOVERNMENTS" AUTHORITY) This Agreement ("Agreem4nt") is made and entered into by and between the public entities�(collectively, "Members") whose .names are set -forth on Exhibit A, attached hereto and incorporated herein by this reference, pursuant to Section 6500 I licable law: et sea.,of the.Government Code and other app W T T N 7 9 S R T H: The parties hereto do agree as follows: Section 1. Recitals� This Agreement is made and entered into with respect to the following facts: a. Historically,�the San Gabriel Valley Association of Cities, an unincorporated'association, has played ..a valuable role in serving as a� forum for'the exchange of ideas and information among its member cities; however, the growing need for the cities in the San Gabriel Valley to develop and implement their own subregional policies and plans and voluntarily and cooperatively r I esolve differences among themselves requires a more representative and formal structure; b. The public in I terest requires a joint powers, .1. agency to conduct studies and p I L J ts designed to improve and coordinate the common governmen al responsibilities and services on an a I rea-wide and subregional basis through the esta'blishment ofa council of governments; C. The'public i explore areas of inter-governm of government programs and pro ..,to problems of common and gene d. The public i with the aforementioned goals any of its.members to conduct .,,plans or strategies that they for the payment of dues); terest requires that an.agency ntal cooperation and coordination ide recommendations and solutions al concern to its Members; I terest requires that an agency ot.possess the authority -to compel ny activities or implement any o not wish to undertake (except e. Each Member is a governmental entity established by law with full powers of government in legislative, administrative, financial, and other related fields; f. Each Member, by and through its legislative '.body, has determined that a subregional organization to assist in planning and voluzitary--codrdination among the cities in the San Gabriel Valley is required in furtherance of the public interest necessity and convenience; and 9- Each Member, by and through its legislative' body, has independently determined that the public interest, convenience and necessity requires the execution of.this Agreement by and�on-behalf of each such Member. Section 2. Creation of Separate Legal Entity. It is this the intention of the Members to create, by means of Agreementl a separate legal entity within the meaning of Section. 6503.5 of the Government Code. Accordingly, there is hereby,, created a separate legal entity which shall exercise its powers in accordance with the provisions of this Agreement and.. applicable law. Section 3. Name. The name of the said separate iegal entity shall be the San Gabriel Valley Council of Governments ("Council"). Section 4. Purpose and Powers of the Council. a. Purpose of Council. The purpose ofthe c . reation of �-he Council is.to provide a vehicle for theMembers to voluntarily engage in regionaland cooperative planning and coordination of government services And responsibilities to.,�! assist the Members in the conduct of their affairs. It is the clear�intent a ' mong cities that the Council shall not possessj�jthe .authority to-compel.any of.its,members to conduct any activ4ies .or implement any plans or strategies that they do not wish.to undertake (except for the payment of dues). The goal and intent of the Council is one of voluntary cooperation among cities for, the colle,ctive,ben!efit o,f.cities in the San Gabriel Valley. b. Common Powers. the Council shall have,and may exercise, the following powers: (1) serve as an advocate in representing the Members of the San Gabriel Valley at the �regional, state and federal levels.on issues of importance to the San.Gabriel Valley,; (2): Serve as a forum for the review, consideration, study, development and recommendation of pi Ublic policies and plans.with regional significance; (3)'��-Assemble information helpful in the consideration of problems peculiar to the: �Members- ly existing (4)� utilize member resources or present single purpose public and public/private groups, to carry out its.programs and projects;, (5) Explore practical.avenues for voluntary intergovernmental cooperation, coordination and ublic welfare action in the interest of local p and improving the administration of governmental services; (6) Assist in coordinating subregional planning nd i' efforts a n resolving conflicts among the cities in the' San Gabriel Valley as they work. hiev'ing p toward ac lanning goals; (7), Build a consInsus among the Members on the implementat I iq I n of policies and programs for addressing subregional and regional issuest. (8) Serve as a mechanism for obtaining state, federal and regional grants to assist in financing the expenditures of the Council, make and enter into contracts, including contracts for! the services of engineers, consultants,-�planners, attorneys and single purpose public/private groups; Employ ag.ntl, officers and employees; (11) Apply for, receive and administer a grant or grants under any federal, state, or regional programs; (12) Receive gifts, contributions and donations of property, fun' s, I services and other fo,rms'of financial assistance -from personsf firms, corporations and any governmental entity; (13) Lease, manage, maintainf and operate any buildings, works, or improvement - s; and (14) Delegate some or all of itspowers to the Executive Dir!ector as hereinafter provided. in C. Exercise of Powers. The Council shall, its addition, have all implied powers necessary to perform functions. It shall exercise its powers only in a manner this Agreement consistent with the provisions of applicable law, and the Bylaws. For the purposes of determining the restrictions in its manner of exercising its to be imposed on thelcouncil powers pursuant to Government.Code section-6509, reference.shall -3- -be made to, and the Council shall observe, the restrictions imposed upon the City of West Covina. Section 5. Creation -of Governing Board. There is hereby created a Governing Board for the Council ("Governing� Board") to conduct the affairs of the Council. The Governing Board shall be constituted as follows: a . gesignar-ion or. uavern.Lns ouct.—i One person shall'be designated as a representative of the Governing Board by the legislative body of each of the Members ("Governing Board Representative"). b. Designation of Alternate Governinct Board Representatives. one person shall be designated as an altel,,Ilzcxte representative of�the Governing Board bythe legislative body of each -of the Members ("Alternate Governing Board Representative"). C. No person shall be eligible to serve as a Governing Board Representative or an Alternate Governing Board Representative unless that person is, at all� times during the tenure of.that person as a Governing Board Representative or Alternate Governing Board Representative, a. member of the legislative body of one of the appointing Members. Should any person serving on the Governing Board fail to.1maintain the status'as.required by this Section 5, thatperson's position on the Governing poard-shall�be deemed,vacated as of the date such person ceases to qualify pursuant to theLprovisions of this Section 5 and the'Member shall be entitled to appoint a qualified replacement. section 6. Use of Public Funds and Property. The Council,shall be empowered to utilize.for,its..purposes, public and/or private funds,,property and other resources received from, the Members and/or from other sources. Subject to the approval of the Governing Board of the Council the Members shall participate in the funding of the Cdu�cil in such a manner As the Governing Board shall prescribe, subject to the provisions of Section 23 of this Agreement. Where applicabl6l the Governing Board of the Council may permit one or more of the Members to provide in kind services, including the use.of property, in lieu of devoting cash*1to the funding of the.Councills activities.:,, Section 7. Functioning of Governincu Board. a. Votincf and'Participation. Each Member may�cast Only one vote for -each issue before the:Governing Board through its representatives-. An Alternate,Governing Board-Representalitive may participate orIvote in the proceedings.of the Governing B,oard, onl y in the 'absence of.that Member's-Governing Board Representative.,�Governing Board Representatives and Alternate Governing Board -Representatives seated.on the Governing Board -4- 0 shall be entitled to.participat before the Governing Board only. present at the meeting of the G which that Governing Board Repr Board,Representative represents required by this Agreement and b. E shall be permitted. c. Quorum. A q, consist of not less than fifty total voting membership. Committees. create permanent or ad hoc adv the Governing Board on such ma - committee by the Governing Boa: stated purpose before they are remain in existence until it i Qualified persons shall be app Governing Board and each such pleasure of the Governing Boar provided -by law, this Agreemen the Governing Board, may be co Governing Board and non-repres e. Actions. Ac shall be by not less than fift voting representatives of the with a quorum in attendance, u law, this Agreement, the Bylaw Board, a higher number of vote motion. Section 8. . Duties Governing Board shall be�deeme making body of the Council. A except as may be expressly del provisions of applicable law, direction of the Governing.Boa through the Governing Board. Section 9. Robert Roberts Rules of Order shall G overning Board, except as ma provisions of applicable law, direction of the Governing Bo Sect ion 10. Meetin Governing Board shall, by meai establish�the dates and times and vote on matters pending if such person is physically verning Board and if the Member sentative or Alternate Governing has timely and fully paid dues as he Bylaws. No absentee ballot or proxy m of the Governing Board shall cent (50%) plus one (1) of its As needed, the Governing Board may sory committees to -give advice..to ters as may be referred to such d. All committees shall have a formed. Such a committee shall dissolved by the.Governing Board. inted to such committees by the ppointee.shall serve at the Committees, unless otherwise the Bylaws or by direction of pos . ed of representatives to the ntatives to the Governing Board. ions taken by the Governing Board percent (50%) plus one (1) a ' f the overning Board which are present less by a provision of applicable or by direction of the Governing is required to carry a particular" f the Governincr-Board. The , f for all purposes, the policy 1 of the powers of the Council, gated to others pursuant to the, his Agreement, the,Bylaws or by d, shall be exercised by and. Rules of Order. The substance of ply to proceedings of the otherwise be provided by his Agreement, the Bylaws or by d. • of Governincr Board. The- • of theadoption of Bylaws, of regular meetings of the -5- Governing Board. The location of each such meeting shall be�as directed by the Governing Board. section ii. Election of President and Vice -President. The President shall be the chairperson of the Governing.Board, shall conduct all meetings -of the Governing Board and perform ,such other duties and functions as required of'such person by provisions of applicable law, this Agreement, the Bylaws or b ' y the direction of,th6 Governing Board. The Vice -President shall serve as Presiden't'in the absence of the President and shalL perform such duties as may be required by provisions of applicable . law,. this Agreement, the Bylaws, or by the direction of the Governing,Board or the President. At the.first regular meeting of the Governing Board,��a Governing Board Representative.shall be elected to the position of President.by the Goverhing Board, and a differeht Governing Board Representative shall beelected to the.position of Vice - President of the'Governing Board. The terms of office of the President and Vice -President elected at the first regular meeting ofthe Governing�Board shall continue through the first July��l of their terms and expire on the second.July 1, and elections to determine their successors shall not be held until the first�� regular meeting of the May preceding the second July 1. Thereafter, a Governing Board Representativeshall be elected annually to the position of President, and a different Governing Board Representative shall be elected to the position of-Vicle- President of the"Governing Board at the first regular meeting of .the Governing Board held in May of each calendar year. The�terms of office of the i President and Vice -President shall commence" -and expire on July 1. If there�:is a vacancy, for -any reason, in.the position of" President-or.Vicel-President, the Governing Board shall forthwith, conduct an election and fill such vacancy for the unexpired,term of such prior incumbent. Section 12. Executive Dir ect or. The Governing Board may appoint,by a vote of fifty percent (50%) plus one,,(1) of the total�voting membership a qualified person to be Executive Director on any basis it desires including,.but not limited�to, a contract or employee basis'. The Executive Director shall be neither a Governing Board Representative, nor an Alternate Governing Board Representative, nor an elected official of any Eligible Public Entity (as defined in Section 21(c) of this.:,, Agreement). The�Executive Director shall be the.chief administrative officer of.the Council. The Executive Director shal'l.receive such compensati.onlas may be fixed by,,the Governing Board. The Executive Director shall serve at the�pleasure.of the Governing Board,'and may be relieved from such position at any time, without cause, by a vote of fifty percent (50%) plus one (1) of the total' voting membership ofthe Governing Board taken 0 at,a regular, adjourned regular Governing Board.- The Executive duties as may be imposed upon t applicable law, this Agreement, ofthe Governing Board.. Section 13. Designa Governing,Board shall, in accox designate a qualified person tc Council and a qualified.person Counc.il.. If the Governing Boai with provisions.of applicable I both the office of Treasurer az Council. The compensation, if holding the offices ' of Treasurf the Governing Board. or special meeting of the Director shall perform such iat person by provisions of the Bylaws, or by the direction ion of Treasu er and Auditor.. The dance with applicable law, act as the Treasurer for the to act as the Auditor of.the d so designates, and in accordance aw, a qualified*person may hold d the office of Auditor of the any, of a person or persons r and/or Auditor'shall be set by., Section 14., Counc 1�Treasurer. The person holding the. position of Treasurer of the Council shall have.charge of the I depositing and custody of all funds held by the Council. The, Treasurer shall perform such other duties as may be imposed by provisions of applicable law, including those duties described in Section 6505.5 of the Government Code, and such duties as may be required by the Governing Board. The Councill's Auditor shall perform such functions as may be required by provisions of applicable law, this Agrelemeintl� the Bylaws and by the - direction of the Governing Board. Section 15. 1 Designation 01: atner urgicers ang Em I ployees. The Governing Board may employ such other officers or . I employees as it deems appropriate and necessary t I o conduct the affairs of the Council. Section 16. OblicTations of Council. The debts, liabilities and obligations of the Council shall be the debts, liabilities'or obligations of he Council alone. No Member of the Council shall be responsible, directly or indirectly, for any obligation, debt,or liability, I of the Council, whatsoever. Section 17... Contro The Governing Board shall ado investment of its funds and s such policy.. The policy shal provisions of.applicable law. Section 18. Im]21em authorized by the Governing Bc an Implementation Agreement fc Council to implement, manage z regional programs in the intei The costs incurred.by the Cour a policy forthe control and 11 require strict compliance with comply, in all respects, with all. ntation Aareements. When ard, affected Members may execute r the purpose of authorizing the nd,administer area -wide and est of the local public welfare. cil in implementing a.programl. -7- bers including ifidirect (costs, shall be assessed only to those Mem who are parties to that Implementation Agreement.. section 19. Term. The Council created pursuant to this Agreement shall continue in existence until such time a s this Agreement is terminated. This Agreement may not be terminated except by an affirmative vote of not less than.fifty percent (50%) plus.one.(l) of the then total voting,membership of the Governing Board. Section 20. Application of Laws to C�uncil Functions. The Council shall comply with all applicable laws inthe conduct of its Affairs, including, but not -limited to, the Ralph M. Brown Act. (Section 54950 et sea. of the.Government Code.) section 21., Members. a. withdrawal. A Member may withdraw from the Cou ' ncil by filing its written notice of withdrawal with the President of the Governing Board 60 days before the actual withdrawal. Such a withdrawal shall be effective at 12:00 o'clock a.m. on the last day of that 60-day period. The withdrawal of.a Member shall not,in any way discharge, impai, I r or modify -the voluntarily -assumed . obligations of the withdrawnI M�ember in existence as of the effective,date of its withdraw 1� al. Withdrawal,of a Member shall not affect the,remaining Member I s. A withdrawn Member shall not be entitled to the return.of any..11funds or other assets belonging to the Council, ' until the effective date of termination of this Agreement, except that a withdrawn Member shall be entitled to the balance.,of.the annual dues plaid. for the year by that Member which wereintended for the remaining part of -that year. Withdrawal -from any.Implementat ion Agree ment,.\ shall not be deemed withdrawal from the Council. b. 'Non -Payment of Dues. If a Member fails to pay dues within three months of the annual -dues assessment as required under,Section 23.o.f,this Agreement and the Bylaws, 'and after a 30-day written notice is provided to that Member, the Member shall be deemed to be suspended from this Agreement and the Council. Wh ' en a member is suspended, no representative'�of that Member shall participate or vote on the Governing Board. Such a Member shall be readmitted only upon the payment of all dues then owed by the Member, including -dues incurred prior to the suspension and during the suspension. c. :Admittinci Elicrible Members. Eligible public entities�.whose names are set forth on Exhibit B.to this -Agreement ("Eligible Public,' Entities")' shall' -be admitted to the Council by 1), adopting this'Agreement by a majority vote of the legislative body ofthe Eligible Public Entity and 2) properly signing this Agreement.,. An Eligible Public Entity may.be admitted regardless of whether it adopted and signed this'Agreement before or after -8- 0 the Effective Date (as defined No vote of the:Governing Board Eligible Public Entity. d. Admittina Ne Eligible Public Entities may b affirmative vote of not less t (1) of the total voting member provided that such a proposed Jurisdiction,lor part thereof, adjacent to, the San Gabriel V to such terms and conditions a appropriate. Ln Section 26 of this Agreement). 3hall be -required to admit an Members. New Members who are not admitted to the Council upon an an fifty percent (50%) plus one hip of the Governing Board ew Member is a city whose lies within and/or immediately lley. Admission shall be subject the Governing Board may deem Section 22.' Interference witn i ion oi: inf The Governing Board shall not takeany.action which constitutes interference with the exercilse of lawful powers by,a Member of the Council. 'Section 23. Dues of Members. The Members of the Council shall be responsible for the payment to the Council, annually, of dues in the amounts periodically budgeted by the Governing Board, as and for the operating costs of the Council ("Dues") as provided in the Bylaws.. Section 24. Disposi�ion of Assets. Upon termination of this Agreement, after the payment of all obligations of the Council, any assets remaining shall be distributed to the Members in proportion to the thenobligation of those Members' obligation to participate in the funding of the Council as provided in Section 23 hereof. Section 25. Amendme t. This Agreement may be amended ,.,.at -anytime with the consent OfIfifty percent (50%) plus one (1) of all of.the legislative bodies of the then parties hereto. Section 26. Effective Date. The effective date ("Effective Date") of this Agreement shall be March 1, 1994 if fifty percent (50%) plus one (11) of the Eligible Public Entities adopt this Agreement by a majority vote of the legislative body of each Eligible Public Entity� and sign this , Agreement. If fifty percent (50%) plus one (1) of he Eligible.public Entities have not signed this Agreement by M rch 1, 1994, then the.Effective� Date of.this,Agreement shall b e the first date on which fifty percent (50%) plus one (1) of he Eligible Public Entities adopt and sign this Agreement. -9- 1 Alhambra Arcadia Azusa Baldwin Park Bradbury Claremont Covina Diamond Bar Duarte El Monte Glendora Industry Irwindale 'La Puente IT B La Verne. Monrovia Monterey Park Pasadena Pomona* Rosemead San Dimas San Gabriel San Marino Sierra Madre South El Monte South Pasadena Temple City Walnut West Covina W SAN The San Ga "Council") is a pursuant to a J purpose of prov regional and co services and re * . onduct of thei * regional orga regional projec state and/or re It is the not possess the any,activities ,not wish to und and intent of t cities for the., Valley. BYLAWS� -zABRIEL VALLEY COUNCIL OF GOVERNMENTS PREAMBLE riel valley Council,of Governments (the agency voluntarily established by its Members int Powers Agreement ("Agreement"), for the �ii ding a vehicle for the Members to engage in 1 1 . perative planning and coordination of government ponsibilities to assist.the Members in the i�� affairs. In addition, the Council will provide ization for the review of federal, state, and/or s and studies which involve the use of federal, ional funds,,in various fo rms. lear intent among,citie.s that,the Council shall authority to compel any of its members to conduct ':implement*any plans or strategies that they r do rtake (except forthe payment of dues). The oa � 9 e',Council is one of voluntary cooperation among ollective benefit -of cities in the San Gabriel Article I Definitions' The terms IjAgreement," "Alternate Governing Board Representative," "Council," "Governing Board," and "Governing Board Representative," as used in these Bylaws are defined in the Agreement and said definitions are incorporated.herein by reference. A II Membership and Representation A. member hip. Members shall withdraw from or be admitted to the Council'in accordance with Section 21 of the Agreement. 0 B. Representation. ..,I. The,Gover.ning Board Representative and Alternate Governing Board Representative for a city shall be designated by. a resolution of that city's legislative body. Governing Board Representatives and Alternate G I overning Board Representatives shall be appointed for one year 2. Names of Governing Board Representatives and Alternate Governing Board Representatives shall be communicated. to the Governing Board by the ppointi*ng city in writing. 3. Governing Board Representatives and Alternate Governing Board Representatives shall serve until a successor is appointed. Article III Governing Board A. Powers and Duties. The powers and duties of the Governing Board, subject to the' limitations of applicable law, the Agreement and these Bylawsl shallinclude: 1. All of the powers of the Council provided in 1, 'be expressly delegated Section 4 of the Agreement, except as may to others pursuant to the provisions of the Agreement, these Bylaws or by the direction of the Governing Board shall be exercised by and through the Governing Board. 2. Making policy decisions and determining policy matters for the Council. the 3. Conducting affairs of the Council. 4. Appointing, fixIng the compensation ofand removingan Executi:ve Director and other staff of the Council. 5. Annually reviewing the proposed Council budget and assessment schedule submitted by the Executive Director and adopting an annual budget and 'an assessment schedule. 6. Appointing a.Technical Advisory Committee, Standing Committees and, if necessary, committees to study. specific problems, programs, or other matters which it has approved for study. 7. Acting upon policy recommendation's including policy recommendations from committees.. B. Meetings. 1. Regular meetings of the Governing Board shall be held monthly. Special meetin s of the Governing B oard may be called by the President. All meetings of the Council shall be called and conducted, and an genda posted, in accordance with -2- the Ralph M. Brown Act, Government Code.Section 54950 et seqi, as it now exists or may hereafter be amended. Members shall direct I �i their Clerks to comply with all notice and agenda posting requirements deemed necessary by the Governing Board. 2. The time and date of regular meetings.of the Governing,Board shall be. on,the of the month. The location of each meeting shall be determined,the preceding month by the Governing Board. 3. Council committees shall meet on the call of their chairperson or as otherwise provided herein and in compliance with applicable law. C. Voting.� Voting on the Governing Board shall be conducted as prescribed in the Agreement. Further, voting may be either by voice or roll call vote. A roll call vote shall be conducted upon the demand of five participating representatives, or at the discretion of the presiding officer. Article IV - Executive Director The powers and duties of the Executive Director are: A. Subject to the authority of and as directed by the�'� to administer the affairs of the Council. Governing Board,1 B. Subject to the authority of and as directed by the Governint; Board,lto appoint, direct and remove all.employees of the Council and to retain consultants. 0 C. Annually to prepare and present a proposed budget I the Board of Directors and to control the approved budget. D. To serve as the Secretary of the Council. E. To attend the meetings of the Governing Board. F. To perform such othler and additional duties as the! Governing Board, these Bylaws, the Agreement or applicable law may require. Article V other officers and Employees A. Secret ry. The Executiv ' e Director*shall be the Secretary ofthe Council and shall have no vote on the Governing Board. The Secretary shall keep a record of all proceedings and perform the usual duties of such office. A r B. .' Treasurer and Auditor. Pursuant to Government Code section 6505.,61 the Treasurer of the Council and the Auditor of the Council shall be the same person..- Any Governing Board Representative who does not already hold an office may be -3- 9 0 Appointed to be the Treasurer/Auditor of the Council. The Treasurer/Auditor shall possess� the powers of, and shall perform those functions required by, Government Code sections 6505, 6505.5 and 6505.6, and all othe I r a ) pplicable laws and regulations, including any subsequent ame.ndm I ents thereto. The Treasurer/Aud,itor shall have cu I stody of all funds and shall bility thereof in accordance with provide - for strict accounta,bil The Government Code section 6505.5�and other applicable laws. Treasurer/Auditor shall annually cause an independent audit to be made by a certified public.accountant, or public accountant, in accordance with Government Code' sections 6505 and 6505.6. -The Treasurer/Auditor shall perform' all of�the duties required in Government Code section 6505 and following, and such other duties as may be prescribed by provisions of applicable law, the Agreement, these Bylaws or by'�he direction of.the Governing Board. C. I Additional officers and Employees. The Governing Board shall have the power to authorize such additional officers and employees as may be appropriate'. Such officers and employees may also be, but are not.required �o be, officers and employees of. the individual Members. None of the officers., agents, or efnployees appointed by the Governing Board shall be deemed ' by reason of their employment by �he Governing Board, to be employed by any of the Members or, by L=a..')UII of their employment by the Governing Board, to be subject to any of therequirements of such Members. 0. Bonding Requirement. charge of, handle, or have acc shall be persons designated -as such designated officer or per ,official bond with the Governi Governing Board, in'an amount Governing Board. Should the e officer be extended to cover t said bond shall be the officia premiums on any such bonds att herein shall be Appropriate ex E. Status of Members' in.Government Code section 65 immunities from liability and activity.of officers, agents, when performing their respect limits.of their respective pu while engaged in the performa duties extraterritoriAlly und Article VI - Tec The Governing Board shall Committee (11TACII) at its tirsi established for the purpose ol The officers�or persons who have ss to any property of the Council such by the Governing Board. Each on shall be required to file an, g Board,.at the expense of the hich shall be established by the isting bond or bonds of any -such e obligations provided herein, bond required herein. The ibutable to the coverage required enses of the Council. . ficers and Employees. -As provided , all of the privileges and ther benefits which_apply to the' r employees of any of the Members e functions within the territorial ic agencies shall apply to them e of any of their functions and this Agreement. ical Advisory Committee establish a Technical Advisory regular meeting. The TAC shall be making-recommendat.ion.s.to the Governing Board. The TAC shall be composed of one city manager (or person holding the equivalent position, which position differs only in title)�,,or that city manager's designee, from each Member city.. Each Member's designee to theTAC shall be designated by a letter of that agency sent to the Governing Board. The -President of the TAC shall be a city manager (or'� person holding the equivalent position which position differs ty only in title) of any Member and shall be elected by a majorl vote of the city managers/or person holding a forum of their� choosing. The President of the TAC shall sit as an ex: officl 1 io member of the Governing Board and will make recommendations , directl I y to.the Governing Board. A quorum of the TAC shall ;be one-third (1/3)�of its membership.. The meetings of -the TAC 'hall be held in accordance with the Ralph M. Brown Act (Government Code.'sectiom 54950. et sect-.) Article V11­ standing and Ad Hoc committees The Governing Board may establish Standing and Ad Hoc Committees. The Standing and Ad Hoc Committees shall be fot,the d or purpose of developing recommendations*to the (Governing Boar TAC]. All Standing and Ad Hoc..Committees.shall have a written. s tatement of purpose, and the Ad Hoc Committees shall in add i ition have a written statement of charges',* before they are formed.jl� The President shall recommend, and the Governing Board shall appoint by a vote of fifty percent (50%) plus one (1), the members to the Standing and.Ad Hoc Committees. �,Members to the -Standing and Ad Hoc,Committees shall be appointed,for.one year terms. In making -recommendations for members to the Standing and Ad Hoc Committees, -the President shall consider regional representation. A quorum of a Standingor Ad Hoc Committee shall befifty percent. H (50%) plus one (1) of its membership. All Standing or Ad oc committees (except TAC) shall,be.chaired by a [Governing Board Representative]. The meetings of the,Standing and Ad Hoc Committees shall be held in accordance with the Ralph M. Brown Act (Government Code section 54950 et sea.). Article V111 - General Assembly A General Assembly may be called by the President of the Governing Board at any time to discuss issues and make !is of recommendations to -the Governing Board.- All elected officia the.legisl I ative . bodies of all Members shall be members of the General Assembly. The General Assembly is not.required,to meet. The President of the Governing Board shall be the,.President�of the General'Assembly. Article IX Budget:s, Dues and.Disbursements A. -Annual�Budget. The Governing Board shall adopt a Budget annually prior to July 1 of each calendar.year. 5 B. Budget Amendments. I amend the budget to incorporate disbursements that might become purposes during a fiscal year. ie Governing Board may at any time additional income and available to the Council for its C. I Fiscal Year.' The Council shall be operated on a fiscal year basis beginning on�July 1 of each year and continuing.until June 30. D. Accounts. All funds shall be placed in appropriate accou , nts and the receipt, transfer, or disbursement of such funds shall be accounted for in accordance with generally-adcepte.d accounting.principles applicable �co governmental entities and pursuant to Government Code section 6505 and any other applicable laws. There shall be strict accountability of all funds. -All, revenues and expenditures shall be reported to the Governing Board. E. Expenditures Within Approved Annual Budget. All expenditures shall be made within the approved annual budget. ' No expenditures in excess of those budgeted shall -be made without the approval of a majority.of a quorum of the Governing Board. F. Audit. The records and accounts of the council shall be audited annually by an independent certified public accountant, or public accountant, in compliance with Government Code sections 6305.5 - 6505.�, and copies of such audit report shall be filed with the State con ro er and each party to the Council no later than fifteen (15) days after receipt of said audit'by the Govern.ing Board. G.%. Dues. The Members of the Council shall be responsible for the payment to the Council, annually, of dues in the amounts. .periodically budgeted by the G verning Board, as and for the , operating costs of the Council ("Dues"). Sixty (60) days notice shall be provided to Members of the date.of the meeting at which a Dues are to be determined for I the following year. H. ,Re . imbursement of Fun ds. Grant funds received by the Council from any,federal, state, or regional'agency to pay for budgeted expenditures for,whic I h the Council has received all or'd portion of said funds.from'thel parties hereto shall be used as determined by,the Governing Board. Article Amendments �Amendments to these Bylaws.may be proposed by a Governing Board Representative. The Amendment shall be submitted to the Governing Board at a meeting at least one month prior to the meeting at which the Amendment is voted upon. A vote'of fifty percent (50%) plus one (1) of�the total voting membership of the Governing Board is required to adopt an:Amendment. 12-16-93