South Bay Cities Council of Governments Agreement and First Amendment (SBCCOG) (1995) . - 1
FIRST AMENDMENT TO AGREEMENT ESTABLISHING THE SOUTH BAY
CITIES COUNCIL OF GOVERNMENTS (A JOINT POWERS AUTHORITY)
THIS FIRST AMENDMENT TO AGREEMENT ESTABLISHING THE SOUTH BAY
CITIES COUNCIL OF GOVERNMENTS (A JOINT POWERS AUTHORITY) ("First
Amendment") is made and entered into as of the 1st day of July, 1996, by and
among the Members of the South Bay Cities Council of Governments.
RECITALS:
A. The South Bay Cities Council of Governments ("South Bay Cities COG")
is a joint powers agency established in 1995 pursuant to an agreement approved by the
legislative bodies of the respective public entities that constitute its Members.
B. The Governing Board of the South Bay Cities COG wishes to propose to
the Members this First Amendment to the Agreement Establishing the South Bay Cities
Council of Governments (A Joint Powers Authority) (the "Agreement").
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Section 11. of the Agreement is repealed in its entirety and replaced with
the following:
"Section 11. Election of Chair and Vice-Chairs. The Chair 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 by direction of the Governing Board. The Vice-Chair shall serve as Chair
in the absence of the Chair 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 Chair. The Vice-Chair (Finance) shall serve as Chair in the
absence of the Chair and the Vice-Chair 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 Chair. In addition, the Vice-Chair (Finance) shall supervise the
Treasurer and Auditor in the performance of the duties assigned to them by Section 14 of
the Agreement.
A Governing Board Representative shall be elected annually to the position of
Chair of the Governing Board, a second Governing Board Representative shall be elected
to the position of Vice-Chair of the Governing Board, and a third Governing Board
Representative shall be elected to the position of Vice-Chair (Finance) 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 Chair, Vice-Chair and Vice-Chair (Finance) shall
commence on July 1 and expire on the succeeding June 30.
If there is a vacancy, for any reason, in the position of Chair, Vice-Chair or Vice-
Chair (Finance), the Governing Board shall forthwith conduct an election to fill the
vacancy for the unexpired term of such prior incumbent.
2. Effective Date. The effective date ("Effective Date") of this First
Amendment shall be the first day of the first month following the date on which two-
thirds. (2/3) of the legislative bodies of the Members have approved this First
Amendment.
3. Except as expressly so amended by this First Amendment, the Agreement
remains in full force and effect.
Mayor, City of Carson Mayor, City of Gardena
ATTEST: ATTEST:
City Clerk City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
City Attorney City Attorney
Mayor, City of El Segundo Mayor, City of Hawthorne
ATTEST: ATTEST:
City Clerk City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
City Attorney City Attorney
2 diOp
Mayor, Palos Verdes Estates Mayor, Cityof Rolling Hills
ATTEST: ATTEST:
City Clerk City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
City Attorney City Attorney
if )
JA,Ar -
10.5 or, Rancho Palms il7sMayor, Rolling Hills Estates
AT ES ATTEST:
..�
ty Clerk City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
City Attorney City Attorney
Y
Mayor, City of Redondo Beach ,Ma orCityof Torrance
Y
ATTEST: ATTEST:
City Clerk City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
City Attorney City Attorney
Y
emd(p:\word\SBCCOG I.doc)
Attachment No. 2
4 0,
t 7
. r
'II 9*-1\etc-
"rce A.A.- \ 4..t.M ,,... \t‘et,en, .‘_. ‘.e....._
c)..._AL- c 0 r\"3 1 o-C 4.- C-Qesetve r‘+-
6Ck•Ca.._ \--ve c&yy.(LA.,
-0'2;4
fk\t \ck Ai.,,,t; utAL-t-i-vvvt -6-iit. - ti-,--
'-.)--vv wt--1-1,„L., („0 two 0--cl-
6 e.t. -t.„. ,,A,„.., - ---4,,,,Q.,....4.,
it t tia, ci Ot iTh-kiL it---vk e—c---
-4t,:oL ut, e- cats;
30 \ --ii.„e.L., .11.„-,c -
---1-0,,,A,,, , C' Pk . cl o 5 0 3
ith -*, 31 0 61 e--S,?I Q
SOUTH BAY CITIES COUNCIL OF GOVERNMENTS
A JOINT POWERS AUTHORITY
12/15/94
C)
r 1
V '
el
TABLE OF CONTENTS
Section 1. Recitals 1-2.
Section 2. Creation of Separate Legal Entity 2
Section 3. Name 2
Section 4. Purpose and Powers of the Council _
rp 2 3
a. Purpose of Council 2
b. Common Powers 2-3
c. Exercise of Powers 3
Section 5. Creation of Governing Board and General Assembly 4
a. Creation of Governing Board 4
b. Creation of General Assembly 4
Section 6. Use of Public Funds and Property 4
Section 7 Functioning of Governing Board 4-5
a. Voting and Participation 4_5
b. Proxy Voting 5
c. Quorum 5
d. Committees 5
e. Actions 5
Section 8. Duties of the Governing Board 5
Section 9. Roberts Rules of Order 5
Section 10. Meetings of Governing Board - 5
Section 11. Election of Chair and Vice-Chair 5-6
•
-1-
12/15/94
r T
S A
Section 12. Executive Director
6
Section 13. Designation of Treasurer and Auditor
6
Section 14. Duties of Treasurer and Auditor
6-7
Section 15. Designation of Other Officers and Employees
7
Section 16. Obligations of Council
7
Section 17. Control and Investment of Council Funds
Section 18. Implementation Agreements
7
Section 19. Term
7
Section 20. Application of Laws to Council Functions
7
Section 21. Members
7-8
a. Withdrawal
7
b. Nonpayment of Dues 8
c. Admitting Eligible Public Entities
8
d. Admitting Additional Members 8
Section 22. Non-Interference with Function of Members
8
Section 23. Limitation of Liability
8
Section 24. Dues of Members
8
Section 25. Disposition of Assets
8
Section 26. Amendment
8
Section 27. Incorporation by Reference
9-
Section 28. Effective Date
9
Signature Page 9
-11-
11/21/94
i
V `
Section 28. Effective Date 9
Signature Page 9
Exhibit A 10
Exhibit B 11
Exhibit C 12
-111-
11/21/94
Y �
• '
AGREEMENT
"SOUTH BAY C;1T IES COUNCIL OF GOVERNMENTS"
(A JOINT POWERS AUTHORITY)
This Agreement ("Agreement") is made and entered into by and between theP ublic
entities (collectively, "Members") whose names are set forth on Exhibit A, pursuant to Section 6500 et
seq. of the Government Code and other applicable law:
WITNES SETH:
The parties hereto do agree as follows:
Section 1. Recitals. This Agreement is made and entered into with respect to the
following facts:
a. In 1977, a group of cities, commonly known as the South Bay Cities,
entered into that certain Joint Powers Agreement, Phase III (Implementation) South BayCorridor
in
(Transportation) Study the County of Los Angeles (the"South Bay Corridor WA" . The South
. ) Bay
Corridor WA has subsequently been amended and extended so that the current membership consists of
the agencies whose names are set forth on Exhibit B. The current termination date of the South Bay
Corridor WA is June 30, 1998.
b. Historically, the South Bay Cities have also participated in an
unincorporated association known as the South Bay Cities Association. The South Bay Cities
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 South Bay Cities to developand
.
implement their own subregional policies and plans and voluntarily and cooperatively to resolve
differences among themselves requires a more representative and formal structure.
c. The public interest requires a joint powers agency to conduct studies
and projects designed to improve and coordinate the common governmental responsibilities and
services on an area-wide and subregional basis. The Members believe that the existing South Bay
Corridor WA as presently constituted is inadequate to satisfy these purposes and that they might better
be satisfied through the establishment of a joint powers agency of broader sco e, to be known as a
P
council of governments.
d. The public interest requires that such an agency explore areas of inter-
governmental cooperation and coordination of government programs and provide recommendations
and solutions to problems of common and general concern to its Members.
e. The public interest requires that an agency with the aforementioned
goals not possess the authority to compel any of its Members to conduct any activities or implement
P
any plans or strategies that the Member does not wish to undertake(except for the payment of dues).
-1-
12/15/94
•
f. Each Member is a governmental entity established by law with full
powers of government in legislative, administrative, financial, and other related fields.
g. Each Member, by and through its legislative body, has determined that
a subregional organization to assist in planning and voluntary coordination among the cities in the
South Bay is required in furtherance of the public interest, necessity and convenience.
h. Each Member, by and throughits legislative body, has independently
Y
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. A separate legal entity is
created within the meaning of Section 6503.5 of the California Government Code; this entity shall
exercise its powers in accordance with the provisions of this Agreement and applicable law.
Section 3. Name. The name of this separate legal entity shall be the South
Bay Cities Council of Governments ("Council").
Section 4. Purpose and Powers of the Council.
a. Purpose of Council. The purpose of the Council is to provide a vehicle
for the Members to engage voluntarily in regional and cooperative planning and coordination of
government services and responsibilities, to assist the Members in the conduct of their affairs. It is the
express intent of the members that the Council shall not possess the authority to compel anyMember
P
to conduct any activity or to implement any plan or strategy that the Member does not wish to
undertake (except for the payment of dues). The goal and intent of the Council is one of voluntary
cooperation among cities in the South Bay for the collective benefit of all.
b. Common Powers. The Council shall have, and may exercise, the
following powers:
(1) Serve as an advocate in representing the Members of the South Bay
Cities at the regional, state and federal levels on issues of importance to
the South Bay Cities;
(2) Serve as a forum for the review, consideration, study, development and
recommendation of public policies and plans with subregional or
regional significance;
(3) Assemble information helpful in the consideration of problems peculiar
to the Members;
(4) Employ Member resources or presently-existing, single-purpose public
and public/private groups to carry out its programs and projects;
-2-
6—\\J
12/15/94
1
•
(5) Explore practical avenues for voluntary intergovernmental cooperation,
coordination and action in the interest of local public welfare and
improving the administration of governmental services;
(6) Assist in coordinating subregional planning efforts and in resolving
conflicts among the cities in the South Bay as they work toward
achieving planning goals;
(7) Build a consensus among the Members on the implementation of
policies and programs for addressing subregional and regional issues;
(8) Serve as a mechanism for obtaining regional, state, and federal grants
to assist in financing the expenditures of the Council;
(9) Make and enter into contracts, including contracts for the services of
engineers, consultants, planners, attorneys and single purpose
public/private groups;
(10) Employ agents, officers and employees;
(11) Apply for, receive and administer a grant or grants under any regional,
state, or federal program;
(12) Receive gifts, contributions and donations of property, funds, services
and other forms of financial assistance from persons, firms,
corporations and any governmental entity;
(13) Lease, manage, maintain, and operate any buildings, works, or
improvements; and
(14) Delegate some or all of its powers to the Executive Director as
provided below.
c. Exercise of Powers. The Council shall, in addition, have all implied
powers necessary to perform its functions. It shall exercise its powers only in a manner consistent with
the provisions of applicable law, this Agreement and the Bylaws. For the purposes of determining the
restrictions to be imposed on the Council in its manner of exercising its powers pursuant to
Government Code Section 6509, reference shall be made to, and the Council shall observe, the
restrictions imposed upon the City of Lomita.
_3_
12/15/94
•
,
Section 5. Creation of Governing Board and General Assembly.
a. Creation of Governing Board. A Governing Board for the Council
("Governing Board") is created to conduct the affairs of the Council. The Governing Board shall be
constituted as follows:
(1) Designation of Governing Board Representatives. The legislative
body of each of the Members shall designate one person as the Member's representative on the
Governing Board ("Governing Board Representative").
(2) Designation of Alternate Governing Board Representatives. The
legislative body of each of the Members shall designate one person as the Member's alternate
representative on the Governing Board ("Alternate Governing Board Representative").
(3) Eligibility. No person shall be eligible to serve as a Governing
Board Representative or Alternate Governing Board Representative unless thatP erson 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 thea appointing
g
Members. Should any person serving on the Governing Board fail to maintain the status required
by this Section 5, that person's position on the Governing Board shall be deemed vacated as of the
date such person ceases to qualify pursuant to the provisions of this Section 5, and the Member
shall be entitled to appoint a qualified replacement.
b. Creation of General Assembly. A General Assembly for the Council
("General Assembly") is created to discuss issues and make recommendations to the Governing Board..
All elected officials of the legislative bodies of all Members shall be members of the General Assembly.
bl y
The Chair of the Governing Board
shall be the Chair ofthe General Assembly. A General Assembly
y
may be called by the Chair of the Governing Board or by a majority of the Governing Board
representatives.
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. Where applicable, the GoverningBoard
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 to the funding of the Council's activities.
Section 7. Functioning of Governing Board.
a. Voting and Participation. Through its Governing Board
Representative, each Member may cast only one vote for each issue before the Governing Board.
[An Alternate Governing Board Representative may participate or vote in theroceedin s of the
P g
Governing Board only in the absence of that Member's Governing Board Representative. A
P
Governing Board Representative or Alternate Governing Board Representative seated on the
Governing Board shall be entitled to participate and vote on matters pendingbefore the
.
Governing Board only if such person is physically present at the meeting of the Governing Board
-4-
12/15/94
1
and if the Member which that Governing Board Representative or Alternate Governing Board
Representative represents has timely and fully paid dues as required by this Agreement and the
Bylaws.
b. Proxy Voting. No absentee ballot or proxy shall be permitted.
c. Quorum. A quorum of the Governing Board shall consist of not
less than fifty percent (50%) plus one (1) of its total voting membership.
P
d. Committees. As needed, the Governing Board may create
permanent or ad hoc advisory committees to give advice to the Governing Board on such matters
as may be referred to such committees by the Governing Board. All committees shall have•a
stated purpose before they are formed. Standing committees shall remain in existence until they
are dissolved by the Governing Board. Ad hoc committees shall be dissolved completion upon of
P
their designated functions. Committees, unless otherwise provided by law, this Agreement, the
Bylaws or by direction of the Governing Board, may be composed of representatives to the
Governing Board and nonrepresentatives to the Governing Board.
e. Actions. Actions taken by the Governing Board shall be by not less
than fifty percent (50%) plus one (1) of the voting representatives of the Governing Board which
are present with a quorum in attendance, unless by a provision of applicable law, this Agreement,
the Bylaws or by direction of the Governing Board, a higher number of votes is required to
a particular motion.
q carry
Section 8. Duties of the Governing Board. The Governing Board shall be
deemed, for all purposes, the policy making body of the Council. All of theP owers of the
Council, except as may be expressly delegated to others pursuant to therovisions of applicable
P PP
law, this Agreement, the Bylaws or by direction of the Governing Board, shall be exercised by and
through the Governing Board.
Section 9. Roberts Rules of Order. The substance of Roberts Rules of Order
shall apply to proceedings of the Governing Board, except as may otherwise beprovided
. . by
provisions of applicable law, this Agreement, the Bylaws or by direction of the Governing Board.
Section 10. Meetings of Governing Board. The Governing Board shall, by
means of the adoption of Bylaws, establish the dates and times of regular meetings of the
g
Governing Board. The location of each such meeting shall be as directed by the Governing
Board.
Section 11. Election. of Chair and Vice-Chair. The Chair 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 by the direction of the Governing Board. The Vice-Chair shall serve as Chair in the absence of
the Chair and shall perform such duties as may be required by provisions of applicable law, this
PP
Agreement, the Bylaws, or by the direction of the Governing Board or the Chair.
12/15/94
t
•
At the first regular meeting of the Governing Board, a GoverningBoard
Representative
p esentative shall be elected to the position of Chair by the Governing Board, and a different
Governing Board Representative shall be elected to the position of Vice-Chair of the Governing Board.
The terms of office of the Chair and Vice-Chair elected at the first regular meetingof the Governing
.
Board shall continue through the first July 1 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 month of
May preceding the second July 1. Thereafter, a Governing Board Representative shall be elected
annually to the position of Chair, and a different Governing Board Representative shall be elected to
the position of Vice-Chair of the Governing Board at the first regular meetingof the GoverningBoard
in
held in May of each calendar year. The terms of office of the Chair and Vice-Chair shall commence
and expire on July 1.
If there is a vacancy, for any reason, in the position of Chair or Vice-Chair, the
Governing Board shall forthwith conduct an election and fill such vacancy for the unexpired term of
such prior incumbent.
Section 12. Executive Director. The Governing Board may appoint bya vote
of fiftyP percent plus one (1) of the total voting membershipaqualified 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,
AlternateP ' nor an
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 shall receive such compensation pe sation as
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, bya vote of
fifty percent (50%) plus one (1) of the total voting membershipof the GoverningBoard taken at a
regular, adjourned regular or special meeting of the Governing Board. The Executive Director
shall perform such duties as may be imposed upon that person byprovisions of applicable law,
PP
this Agreement, the Bylaws, or by the direction of the Governing Board.
Section 13. Designation of Treasurer and Auditor. The Governing Board shall,
in accordance with applicable law, designate a qualified person to act as the Treasurer of the
Council and a qualified person to act as the Auditor of the Council. If the Governing Board so
designates, and in accordance with provisions of applicable law, a qualified person may hold both
the office of Treasurer and the office of Auditor of the Council. The compensation, if an of a
P � Y�
person or persons holding the offices of Treasurer and/or Auditor shall be set by the Governing
Board.
Section 14. Duties of Treasurer and Auditor. The person holding theP osition
of Treasurer of the Council shall have charge of the depositing and custodyof all funds held
by
the Council. The Treasurer shall perform such other duties as may be
imposed byprovisions of
P
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 Council's Auditor shallP erform
-6-
12/15/94
such functions as may be required by provisions of applicable law, this Agreement,PPg t, the Bylaws
and by the direction of the Governing Board.
Section 15. Designation of Other Officers and Employees. The Governing
Board may appoint or employ such other officers or employees as it deems appropriate ro riate and
necessary to conduct the affairs of the Council.
Section 16. Obligations of Council. The debts, liabilities and obligations of the
Council shall be the debts, liabilities or obligations of the Council alone. No Member of the
Council shall be responsible, directly or indirectly, for any obligation, debt or liabilityof the
e
Council, whatsoever.
Section 17. Control and Investment of Council Funds. The Governing Board
shall adopt a policy for the control and investment of its funds and shall require strict compliance
q P
with such policy. The policy shall comply, in all respects, with allPP
rovisions of applicable law.
P
Section 18. Implementation Agreements. When authorized bythe Governing
n g
Board, affected Members may execute an Implementation Agreement for the purpose
. . �' PrP of
authorizing the Council to implement, manage and administer area-wide and regional programs in
the interestg P g .
of the local public welfare. The costs incurred by the Council in implementing a
P g
program, including indirect costs, shall be assessed only to those Members who areP arties to that
Implementation Agreement.
Section 19. Term. The Council created pursuant to this Agreement shall continue
in existence until such time as this Agreement is terminated. This Agreement maynot be terminated
except by an affirmative vote of not less than fifty percent (50%) plus one (1) of the then total voting
membership of the Governing Board.
Section 20. Application of Laws to Council Functions. The Council shall comply
PY
with all applicable laws in the conduct of its affairs, including, but not limited to, the Ralph M. Brown
Act. (Section 54950 et seq., of the Government Code.)
Section 21. Members.
a. Withdrawal. A Member may withdraw from the Council by filing its
written notice of withdrawal with the Chair 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 dayof that
. 60-day
period. The withdrawal of a Member shall not in any way discharge, impair or modify the voluntarily-
assumed
oluntaril -assumed obligations of the withdrawn Member in existence as of the effective date of its withdrawal.
Withdrawal of a Member shall not affect the remaining Members. A withdrawn Member shall not
affect the remaining Members. A withdrawn Member shall not be entitled to the return of any funds or
other assets belonging to the Council, until the effective date of termination of this Agreement, except
gr � P
that a withdrawn Member shall be entitled to the balance of the annual duesby
P aid for the year that
Member which were intended for the remaining part of thatear. Withdrawal from any
y
Implementation Agreement shall not be deemed withdrawal from the Council.
-7-
12/15/94
1 i
I
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 of this Agreement and
g1' 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. When a Member is suspended, no representative of
that p
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. Admitting Eligible Public Entities. Eligible public entities whose names
are set forth on Exhibit C 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 of the Eligible Public Entity
ty
and 2) properly signing this Agreement. An Eligible Public Entitymaybe admitted regardless
it gard ess of
whether�t adopted and signed this Agreement before or after the Effective Dateas defined ed '�n Section
28 of this Agreement). No vote of the Governing Board shall be required to admit an Eligible
q Public
Entity.
•
d. . Admitting Additional Members. Additional Members who are not
Eligible Public Entities may be admitted to the Council upon an affirmative vote of not less ess than fifty
percent (50%) plus one (1) of the total voting membership of the GoverningBoard provided that
such
a.proposed new Member is a city whose jurisdiction, or part thereof, lies immediately to one
adjacent
or more of the Eligible Public Entities. Admission shall be subject to such terms and conditions ash
to
Governing Board may deem appropriate.
Section 22. Non-Interference with Function of Members. The Governing Board
shall not take any action that constitutes an interference with the exercise of lawfulw
po ers by a
Member of the Council.
Section 23. Limitation of Liability. All agreements entered into by the Council
shall contain a limitation of liability provision, providingthat, except as voluntarily
. p assumed by a
particular Member, Members shall not be liable to employees, contractors and other thirdp arties.
Section 24. Dues of Members. The Members of the Council shall be responsible
for the payment to the Council, annually, of dues in the amounts periodically p y budgeted by the
Governing Board, as and for the operating costs of the Councilprovided in
("Dues"), as the Bylaws.
Section 25. Disposition of Assets. Upon termination of this Agreement, after the
payment of all obligations of the Council, any assets remainingshall be distributed to the Members
. in
proportion to the then obligation of those Members' obligation toartici ate in the funding of the
Council.
p P
Section 26. Amendment. This Agreement maybe amended at anytime with the
consent of two-thirds(2/3) of all of the legislative bodies of the Members.
-8-
1/26/95
1
Section 27. Incorporation by Reference. Each Exhibit to this Agreement is
incorporated into the Agreement by this reference, as though it were fully set forth in the body of the
Agreement.
Section 28. Effective Date. The effective date ("Effective Date") of this
Agreement shall be the first day of the first month following the date on which fifty percent (50%) plus
one (1) of the Eligible Public Entities adopt and sign this Agreement.
That the Members of this Joint Powers Agreement have caused this Agreement to be
executed on their behalf respectively, as follows:
City of Rancho Palos Verdes
yor
ATTEST:
Deputy City Clerk
APPROVED AS TO FORM:
City Attorney
s:\windwordl\dataVaw\sbcjpa.doc(12115/94)
•
-9-
(1) 12/15/94
1 �
EXHIBIT A
[List of Member Agencies]
-10-
(� 12/15/94
•
EXHIBIT.B
[List of Member Agencies in South Bay Corridor WA]
Carson City of Los Angeles
El Segundo Manhattan Beach
Gardena Palos Verdes Estates
Hawthorne Rancho Palos Verdes
Hermosa Beach Redondo'Beach
Inglewood Rolling Hills
Lawndale Rolling Hills Estates
Lomita Torrance
-11-
�� 12/15/94
EXHIBIT C
[List of Eligible Public Entities]
Carson Manhattan Beach
El Segundo Palos Verdes Estates
Gardena Rancho Palos Verdes
Hawthorne Redondo Beach
Hermosa Beach Rolling Hills
Inglewood Rolling Hills Estates
Lawndale Torrance
Lomita County of Los Angeles
Los Angeles (15th Council
District Representative)
-12-
12/15/94
BYLAWS
SOUTH BAY CITIES COUNCIL OF GOVERNMENTS
PREAMBLE
The South Bay Cities Council of Governments (the "Council") is an agency
voluntarily established by its Members pursuant to a Joint Powers Agreement ("Agreement")
for the purpose of providing a vehicle for the Members to engage in regional and cooperative
planning and coordination of government services and responsibilities to assist the Members
in the conduct of their affairs. In addition, the Council will provide a regional organization
for the review of federal, state, and/or regional projects and studies that involve the use of
federal, state and/or regional funds, in various forms.
It is the express intent of its Members that the Council shall not possess the authority
to compel any of its Members to conduct any activities 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 collective benefit of cities in
the South Bay.
Article I-Definitions
The terms "Agreement," "Alternate Governing Board Representative," "Council,"
"Governing Board," and "Governing Board Representative," as used in these Bylaws are
defined in the Agreement and those definitions are incorporated by reference.
Article II-Membership and Representation
A. Membership. Members shall withdraw from or be admitted to the Council in
accordance with Section 21 of the Agreement.
12/15//94
B. Representation.
1. The Governing Board Representative and Alternate Governing Board
Representative for a Member shall be designated by a resolution of that Member's legislative
body.
2. Names of Governing Board Representatives and Alternate Governing Board
Representatives shall be communicated in writing to the Governing Board by the appointing
Member.
3. Governing Board Representatives and Alternate Governing Board
Representatives shall serve until a successor is appointed, so long as they otherwise remain
eligible.
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 Bylaws, shall include:
1. All of the powers of the Council provided in Section 4 of the Agreement,
except as may be expressly delegated to others pursuant to the provisions of the Agreement,
these Bylaws or the direction of the Governing Board shall be exercised by and through the
Governing Board.
2. Malting policy decisions and determining policy matters for the Council.
3. Conducting the affairs of the Council.
•
4. Appointing,fixing the compensation of and removing an Executive Director
and other staff of the Council.
S. Annually reviewing the proposed Council budget and assessment schedule
and adopting an annual budget and an assessment schedule.
6. Appointing a Technical Advisory Committee, other standing committees
and, if necessary, ad hoc committees to study specific problems, programs, or other matters
the Council has approved for study.
-2-
12/15//94
4r z
7. Acting upon policy recommendations, including policy recommendations
from committees.
B. Meetings
1. Regular meetings of the Governing Board shall be held monthly. Special
meetings of the Governing Board may be called by the chair. All meetings shall be called and
conducted, and an agenda posted, in accordance with the Ralph M. Brown Act, Government
Code Section 54950 et seq., as it now exists or may hereafter be amended. Members shall
direct 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 or by standing order of the Governing Board.
3. Council committees shall meet on the call of their chair 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. 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
Chair.
Article IV-Executive Director
If an Executive Director is appointed by the Governing Body, the powers and duties of
the Executive Director shall be:
A. Subject to the authority of and as directed by the Governing Board, to
administer the affairs of the Council.
B. Subject to the authority of and as directed by the Governing Board, to appoint,
direct and remove all employees of the Council and to retain consultants.
C. Annually to prepare and present a proposed budget to the Board of Directors
and to control the approved budget.
D. To serve as the Secretary of the Council.
-3-
c2l� 12/151/94
E. To attend the meetings of the Governing Board.
F. To perform such other and additional duties as the Governing Board, these
Bylaws, the Agreement or applicable law may require.
In the event no Executive Director is appointed by the Governing Board, the
Chair shall perform the duties set forth in subparagraphs A, B, C, and F, above, and shall
appoint a Secretary of the Council.
Article V- Other Officers and Employees
A. Secretary. The Executive Director shall be the Secretary of the Council and
shall have no vote on the Governing Board. In the event no Executive Director is appointed
by the Governing Board, the Chair shall appoint as Secretary such other person as it deems fit.
The Secretary shall keep a record of all proceedings and perform the usual duties of such
office.
B. Treasurer and Auditor. Pursuant to Section 13 of the Agreement, the
Governing Board shall designate a Treasurer and an Auditor of the Council. The Treasurer
and Auditor shall possess the powers and shall perform those functions required by,
Government Code sections 6505, 6505.5, and 6505.6, and all other applicable laws and
regulations, including any subsequent amendments thereto. The Treasurer shall have custody
of all funds and shall provide for strict accountability thereof in accordance with Government
Code Section 6505.5 and other applicable laws. The 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 and 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 the direction of the Governing Board.
C. 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 to be, officers and employees of the
individual Members. None of the officers, agents, or employees appointed by the Governing
Board shall be deemed, by reason of their employment by the Governing Board, to be
employed by any of the Members or, by reason of their employment by the Governing Board,
to be subject to any of the requirements of such Members.
-4-
�.5 12/15//94
•
•
t
•
•
D. Bonding Requirement. The officers or persons who have charge handle,
or have access to any property of the Council shall be persons designated as such by the
Governing Board. Each such designated officer or person shall be required to file an official
bond with the Governing Board, at the expense of the Governing Board, in an amount that
shall be established by the Governing Board. Should the existing bond or bonds of any such
officer be extended to cover the obligations provided herein, said bond shall be the official
bond required herein. The premiums on any such bonds attributable to the coverage required
herein shall be appropriate expenses of the Council.
E. Status of Members' Officers and Employees. As provided in Government
Code Section 6513, all of the privileges and immunities from liability and other benefits that
apply to the activity of officers, agents, or employees of any of the Members when
performing their respective functions within the territorial limits of their respective public
agencies shall apply to them while engaged in the performance of any of their functions and
duties extraterritorially under this Agreement.
Article VI-Technical Advisory Committee
The Governing Board may establish a Technical Advisory Committee ("TAC") for the
purpose of malting recommendations to the Governing Board. If so established, 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 the TAC shall be designated by a letter of the agency sent to the
Governing Board. The TAC shall select a chair by majority vote of its membership. The
chair of the TAC shall sit as an ex officio member of the Governing Board and will make
recommendations directly to the Governing Board. A quorum of the TAC shall be one-third
(1/3) of its membership. The meetings of the TAC shall be held in accordance with the Ralph
M. Brown Act(California Government Code Section 54950 et seq.).
Article VII-Standing and Ad Hoc Committees
The Governing Board may establish Standing and Ad Hoc Committees. The Standing
and Ad Hoc Committees shall be for the purpose of developing recommendations to the
Governing Board. All Standing and Ad Hoc Committees shall have a written statement of
purpose, and the Ad Hoc Committees shall in addition have a written statement of charges,
before they are formed. The Chair 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-
�ib 12/15//94
year terms, or until the committee is dissolved, whichever occurs first. In making
recommendations for members to the Standing and Ad Hoc Committees, the chair shall
consider regional representation. A quorum of a Standing or Ad Hoc Committee shall be fifty
percent (50%) plus one (1) of its membership. All Standing or Ad Hoc 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
(California Goverment Code section 54950 et m.).
Article VIII-General Assembly
A General Assembly may be called by the Chair of the Governing Board at any time
to discuss issues and make recommendations to the Governing Board. All elected officials of
the legislative bodies of all Members shall be members of the General Assembly. The
General Assembly is not required to meet. The Chair of the Governing Board shall be the
chair of the General Assembly.
Article IX- Budgets, Dues and Disbursements
A. Annual Budget. The Governing Board shall adopt a Budget annually prior to
July 1 of each calendar year. A vote of two-thirds (2/3) of the total voting membership of the
Governing Board is required to adopt or amend a Budget.
B. Budget Amendments, The Governing Board may at any time amend the
budget to incorporate additional income and disbursements that might become available to the
Council for its purposes during a fiscal year.
C. Fiscal Year. The Council shall be operated on a fiscal-year basis beginning
on July 1 of each year and continuing through the succeeding June 30.
D. Accounts. All funds shall be placed in appropriate accounts and the receipt,
transfer, or disbursement of such funds shall be accounted for in accordance with generally
accepted accounting principles applicable to 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.
� �( � 12/15//94
• t• t
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 6505.5 - 6505.6, and copies of such audit report shall be filed with
the State Controller and each party to the Council no later than fifteen (15) days after receipt
of said audit by the Governing 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 Governing Board, as
and for the operating costs of the Council ("Dues"). Dues for the first partial fiscal year of the
Council shall be a pro rata amount of Fifty Dollars ($50.00) per month for each full month
between the Effective Date and the next ensuing July 1. Following the expiration of the first
full fiscal year after the effective date, sixty (60) days notice shall be provided to Members of
the date of the meeting at which Dues are to be determined for the following year. A vote of
two-thirds (2/3) of the total voting membership of the Governing Board is required to set the
annual dues.
H. Reimbursement of Funds. Grant funds received by the Council fromany
federal, state, or regional agency to pay for budgeted expenditures for which the Council has
received all or a portion of said funds from the parties hereto shall be used as determined by
the Governing Board.
Article X-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 two-thirds (2/3) of the
total voting membership of the Governing Board is required to adopt an Amendment.
s:\nnTavavv\B[aw.,n,F
12/15//94