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HomeMy WebLinkAboutAgenda Report - August 20, 2003 I-08Fr - AGENDA TITLE: Review and Approve Certain Resolutions for the Annual California teague of Cities Conference to be held September RECOMMENDED ACTION- That Council review and approve the attached Resolutions for vote during the 2003 Annual California League of Cities Conference. BACKGROUND INFORMATION:The California League of Cities will host their ...Annual Conference September 7-10, 2003 and as part of the process, the League encourages member cities to take positions on certain policy matters as identified through Resolutions. As such, the proposed League Resolutions are as follows: UUM 2. Resolution Relating to Proposed Federal Legislation to Expand', Wilderness and Wild and Scenic River Designations Attached are copies of the proposed League Resolutions. 3#20#03 LCGcounrom doc 08112M 13 The League of California Cities' Annual Conference will occuLon..September. 7-10 Sa .e cramento Convention Center. Registration information hasbb�en pre i -ent to the city and is avai lable at�� cq�qitles�,or Ing At the Conference, two policy committees, the General Resolutions Committee and the League's General Assembly will consider the two resolutions, one of which would amend the League's . bylaws. This proposed amendment relates to special meetings, membership resolutions, votiog, quorums, division bylaws and membership, officer election timing and the bylaws amendment process This packet contains information relating to the Annual Conference decision-making process: 1. Information and Procedures IL Guidelines for Annual Conference Resolutions 11L Location of Meetings IV, Membership of General Resolutions Committee V. History of Resolutions VI. Annual Conference Resolutions - Summary of Changes and Redhne Version of Bylaws, Resolution #1 - Background Information, Resolution #2 Please Bring This Packet With You to the Annual Conference --- September 7-10, 2003 — Sacramento Convention Center --- review_eA:CKET. The League bylaws provide that resolutiont. shall be referred by the president to an appropriate policy committee for d recommendationsrecommendation. Resolutions with committee ,, General Resolutions Committee at the annual conference. This year, two resolutions have been introduced for consideration referredmg referred to the Lea�*ue's Environmental L*ua[ity Polbtq Committee and the othe� a bylaws amendment, has been to the Administrative. BOTH POLICYCOMMITTEES will meet at the annual conferenceSeptember 2003, 1:30-130 pA., Sacramento Convention Center. The sponsors of both resolutions were notified of the time an d n o the meeting, After resolutions are reviewed, recommendations will be THjEg GENERAL i ... meet at ;, a.m. is €Tuesday, September# Convention Center, roomsconsider appointedreports of the policy committees. This committee includes one representative from each of t1jo League's regional divisions, functional departments, and standing policy committees, as WelVas additional city officials #» THE GENERAL ASSEMBLY will convene at 10.00 a.m. on Wednesday, September 10, report of the General Resolutions Committee, Resolutions considered by the General Assembly will retain the numbers assigned to them in this document. R Resolutions can be viewed on the League's website: htt,//www.cacit1q .ori/20D3resai�rtions. Any questions concerning the resolutions procedure should be directed to Linda dicks in the Sacramento League office at Bbic c Citi g g or ( 16) 658-82240 John Russo, President League of California Cities City Attorney, Oakfand ii 11. GUIDELINES FOR ANNUAL GAVEEMME 1FS*LUT0'0kVS Policy development is a vital jogngoing process within the League, The principal means..for deciding policy on the important issues facing ci»%.« 4 the League is through the standirig policy committees and the board of directors. The process allows for timely consideratio:6` issues in a changing environment and assures city officials the opportunity to both initiate and influence policy decisions. This influence may be exercised d irectly'th rough participation as a policy committee member or as a city official visiting a committee meeting to advance a position on an issue under t1je committee's purview. If committee membership or personal atte n4:<<»w feasible., ci�y officials may affect policy decisions indirectly through department or division representatives on the policy committees or the »oar rectors. I� 111 11 Ir IIIIIIIIlIilIIIlII�1j I III 1111111111111111 11 1 On)y issues ©» have a direct bearing on municipal affairs should be considered or ado pted at the Annual Conference, 11119 ■i Ili 111i Ii 1 1! 1, iiiiiii III I ii I'll 111111111111 111111 1 � III I I (b) Establish a new direction for League policy by establishing general principals. around which more detailed policies may be developed by policy committees a the Board of Directors. (c) Consider important issues © adequately addressed by »® policycommiftees and Board of Directors. iii Ill. LOCATION OF MEETINGS >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> Sunday, Septem ber 7Y 2003 Sacramento Convention Center 1400 J. Street Sacramento, CA 95814 Community Services Employee Relations Revenue and Taxation Public Safety - CANCELLED * Administrative Services* * Environmental Quality* * Housing, Community & Econ. Dev. * Transportation, Communication & Public Works - CANCELLED >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> General Resolutions Committee Tuesday, September 9, 2003, 1010 15 a.m., Rooms 315-316 Sacramento Convention Center 1400 J Street >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> General Assembly at the Annual Business Meetin Ze, Wednesday, September 10, 2003, 10.,00 a.m. Sacramento Convention Center 1400 J Street IV F11" W M Annual Conference — Sacramento Convention Center, September (Committee Meeting. September 9, 2003, 10:15 Rooms 315-316) Chair: Pat Eklund, Mayor Pro Tem, Novato Vice Chair, Anthony Portantino, Council Member, La Canada Ffintridge Parliamentarian., Arlen Gregorio, Mediator, San Francisco Harry Armstrong, Council Member, Clovis Ed Balico, Mayor, Hercules Vince Bertoni, Planning Mgr., Santa Cfarita Sherrie Blackmun, Mayor, Colfax Bill Bogaard, Mayor, Pasadena Tony Bruscia, Vice Mayor, Hollister Carolyn Cavecche, Mayor Pro Tern, Orange Steven Cho, Council Member, Fremont Alberta Christy, Council Member, Santa Ana Tom Cooke, Council Member, Fortuna Pat Dando, Vice Mayor, San Jose Patty Davis, Council Member, Chula Vista Lorraine Dietrich, Council Member, Livermore David Doolittle, Council Member, Yuba City lye FalGone, Council Member, Santa Barbara Joe Fernekes, Council Member, So. San Francisco Terry Henderson, Council Member, La Quint@ Susan Hitchcock, Mayor, Lodi Erling Horn, Vice Mayor, Lafayette Peter Jukusky, Mayor Pro Tern, Williams Barbara Kerr, Council Member, Alameda Craig Labadie, City Attorney, Concord Anita Lawrence, Finance Director, Camarillo IN Robin Lowe, Council Member, Hemet Jim Madaffer, Council Member, San Diego Thomas Martin, Council Member, Maywood Judy Mitchell, Mayor Pro Tem, Rolling Hills Estates Rudy Natoli, Mayor Pro Tern, Pismo Beach Date Pfeffer, Director of Public Works, Vacaville Don Rogers, Parks, Rec, & CS Director, Culver City Dan Secord, M.D., Mayor Pro Tem, Santa Barbara Ray Silver, City Administrator, Huntington Beach Ken Slavens, Mayor, St. Helena Russell Tingley, Fire Chief, Hermosa Beach Joe Vasquez, Mayor, Rosemead Gail Vasquez -Connally, City Clerk, Norwalk Rita Vogler, Council Member, Hesperia Billy Wallen, Vice Mayor, Turlock Nettie Washington, Council Member, Tulare Edward J. Wilson, Council Member, Signal Hill Kurt Wilson, Council Member, Rialto Mayne Winter, Council Member, Imperial Beach Gordon Youngs, Personnel Director, Brea Resolutions have been grouped by policy committees to which they have been assigned, KEY TO REVIEWING BES 6EY TO ACTIONS TAKEN 1, Policy Committee A - Approve 2, General Resolutions Committee D - Disapprove 3. General Assembly N - No Action R - Refer to appropriate policy committee for study Action Footnotes a - Amend * Subject matter covered in another resolution Aa - Approve as amendeC ** Policy Committee will make final recommendation at October 2nd meeting *** Existing League policy **** Local authority presently exists Approve with additional amendment(s) Ra - Amend and refer as amended to appropriate policy committee for study Da - Amend (for clarity or brevity) and Disapprove Na - Amend (for clarity or brevity) and take No Action W - Withdrawn by Sponsor ..... . . . . . . "Tts A ..................... ... ......... 'k . 111#1011T. W41"Tts - Following the adoption of Resolution #2-1998, League policy now provides that - Every resolu tion initially recommended for approval and adoption by all the League policy committees to which t.he resolution is assigned, but subsequently recommended for disapproval, referral or no action by the General Resolutions Committee, shall then be placed on a consent agenda for consideration by the General Assembly. The consent agenda Shall include a brief description of the bases for the recommendations by both the policy committee(s) and General Resolutions Committee, as well as the recommended action by each, Any voting delegate may make a motion to pull a resolution from the consent agenda in order to request the opportunity to fully debate the resolution. If, upon a majority vote of the General Assembly, the request for debate is approved, the General Assembly shall have the opportunity to debate and subsequently vote on the resolution.] V1 Number r Key W to General Resolutions Committee Resolutions ADMINISTRATIVE3 - General Assembly ENVIRONMENTAL QUALITY Amend;jzng"9yz1awzs of League of -'- lifornia .s Regarding Spedal Meetings, Membership Resolutions, Voting, Quorurns, ivis on ylaws an a Membership, Officer Election Timing and the Bylaws Amendment ENVIRONMENTAL QUALITY RESOLUTIONS INITIATED BY PETITION General Resolutions General Committee Assembly Recommendation Action Vii to Expand Wildemess .d Wild and Scenic River _pg�U tions. RESOLUTIONS INITIATED BY PETITION General Resolutions General Committee Assembly Recommendation Action Vii V1. 2003 ANNUAL CONFERENCE RESOLUTIONS I. RESOLUTION AMENDING BYLAWS OF THE LEAGUE OF CALIFORNIA CITIES aSarco: Board of Directors .Referred to, Administrative Services Policy Committee Ro nmendation to General Resolutions (Note: Adoption of amendments of the League bylaws requires a two-thirds vote of the General Assembly) WHEREAS, in May, the League held what is believed to be its. first-ever "special" membership meeting; and WHEREAS, the League's bylaws provide for Special meetings, but include. scent procedural direction for such meetings; and WHEREAS, the board of directors adopted policies to fill the gaps for.May's special membership meeting, and requested that the bylaws be reviewed with respect to these... issues as well as issues of voting thresholds; and WHEREAS, the League's regional divisions have generally been placing greater emphasis on governance, updating and expanding their own bylaws, and it has been felt that the League's bylaws should allow greater flexibility in division bylaws; now, therefore, be it RESOLVED, by the General Assembly of the League of California Cities assembled ,n Annual Conference in Sacramento, September 10, 2003, that the League approve the proposed bylaws amendments for the League of California Cities that are incorporated. herein by reference. Following is a summary of proposed bylaws changes. A redline version oft e bylaws and proposed changes is attached to this resolutions packet stalfing on page 7. Note: See page 7 for redlihe version of bylaws and proposed changes. N Ource. Desert/Mountain Division RR_eferred to: Environmental Quality Policy Committee WHEREAS, if adopted these bills would designate certain lands as wilderness and certain rivers and streams would be designated as wild and scenic; and WHEREAS, additional designations of wilderness and wild and scenic rivers in Mara of these areas may have negative impacts on the general public right to use such area$,' and I WHEREAS, additional designations of wilderness and wild and scenic rivers in many of these areas may have negative impacts on the well being and economic growth of local municipall ties and their citizens adjoining the proposed areas; and WHEREAS, if there is truly a determination of the need for ad.dit.ional wilderness areas and wild and scenic rivers in defined geographic areas, thoseareas should be proposed by specific legislation after focused public disclosures and hearings; and WHEREAS, S. 2535 and the House Bills 4947, 4948 and 4949 would impose wiiderness and wild and scenic river designations upon a myriad of acreages throughout the State of California; and WHEREAS, this "one size fits all" approach across the State by the Federal government makes local determinations of what actual effects such designations will have on the areas affected complex at best; and WHEREAS, local control and input to proposed legislationcore value of the: League of California Cities; now, therefore be it RESOLVED, by the General Assembly of the League of California Cities assembled in Annual Conference in Sacramento, September 10, 2003, that the League suppothe request of the Desert Mountain Division to urge the sponsors of S. 2535 and H.R. Bills:; 4947, 4948, and 4949 to offer individual, specific legislationfor each proposed or expanded wilderness and wild and scenic river area; and be it further 4 V RESOLVED, that the League of California Cities will develop and impart to each member city a review of each proposed or expanded wildemes:z 2 wild and scenic river area within their respective divisions; and z±> further RESOLVED, that each member city is urged to fully participate in the review and.� conclusions :.ac proposed or expanded wilderness and wild and scenic river area within their respective divisions; and be it further RESOLVEQ, that the sponsors of S. 2535 and H.R. Bills 4947, 4948, and 4949 continue their efforts to involve «:»© -:::-w, both city and county, in the formulation of legislation that will designate areas as wilderness or wild and scenic rivers, 00000 IN SOURCE: DESERTMOUNTAN DIVISION E"r —0se. The purpose of this memo is to provide a discussion on the subject federal legislation in order to facilitate discussions of the proposed resolution. §RqKjr_oVnd. In 2002, our member city Bishop, California, raised concerns about the proposed federal legislation know as the "California Wild Heritage Act of 2002,". S.2535, sponsored in the Senate by Barbara .'Boxer with companion house legislation. As a result of those concerns, our division sponsored a resolution asking the League of California Cities to take an 0oppose" position on the legislation, The League's Environmental Quality Policy Committee held hearings and adopted that "oppose" position, forwarding it to tha League's General Resolutions Committee at the annual conference where it became Annual Conference Resolution Number 7. At the meeting of the General Resolutions Committee, representatives of Senator Boxer's office presented the committee a letter from Senator Boxer, which that Senator: Boxer felt the league had not given her proposed legislation a complete hearing and asked the league to refer the issue back to the Environmental Quality Policy Committee for further discussions. Senator Boxer's representative agreed to participate "more fully" in the discussions, As a result of follow-on discussions and negotiations, the Desert Mountain Division agreed to withdraw its oppose resolution and adopted a resolution urging that Senator :: Boxer and sponsors of companion legislation submit separate legislation for each proposed wilderness area or expanded wilderness area and each proposed wild and scenic river or expanded wild and scenic river designation Discussion: The Desert mountain Division and its member cities believe the key issue with the proposed legislation is a failure of sponsors to address the concerns of localities affected by the proposed legislation. Close examination shows this to be sweeping legislation involving virtually every national forest, monument, preserve plus a large portion of the California desert, and numerous streams, creeks, and rivers With this level of impact, it is important that the league protect its member cities:fro the broad -brush push contained in the legislation of "one size fits all, i R N Bylaws for the League of California Cities' rX (Additions are 'Indicated by gDderlining, deletions areindicated .j Effective-0etebeF-8,2-002 September 11,2003 Section I : Corporation Name. This corporation is the League of California Cities (the League). 11A Section 3: Compliance with Governing Laws. In all matters not specified in these bylaws, or in the event these bylaws do not comply with applicable law, the California Nonprofit Corporation Law applies, Section 1: General. The League's purpose is to strengthen and protect localcontrol for cities through education and advocacy to enhance the quality of life for all Californians. (a) Advocate legislation that results in benefits to Member Cities, (b) Communicate to Member Cities and the public on issues related to the general welfare of citizens in California cities, (c) Pursue strong intergovernmental relationships to promote the well being of California cities, (d) Organize educational opportunities, such as conferences of city officials, (e) Stimulate greater public interest and more active civic consciousness as to the importance of cities in California's system of government, (f) Collect and disseminate information of interest to Member Cities, and 19( ) Engage the membership in a continuing analysis of the needs of Member Cities. ' Note: All foolw.tes are for mferenoe aild expjanatic)n only and are not part of the bylaw -s text. I (a) Cities. Any city, or city and county, in California may, b. the payment dues prescribed in Article IV, become a Member City and as such is entitled o Leag services and privileges Electedand Appointed Cities are members of the League. Section 2: Termination. Membership is suspended or terminated whenever any of th't following occurs'. r (b) The Member City does not pay dues, fees or assessments in the amounts and terms set by the League Board; or establishesSection 4. Non -Liability. No Member City is liable for the debts or obligations of the League, Section 1: Establishment. The League Board League's subventionsaccording to city population. The population of each city is the population used by the State Controller 'in making the most recent allocation of ,. (a) Board Vote Requirement. Any increase in dues must be approved by the League Board by a two-thirds vote. The League Board's approval shall be accompanied by�n explanation of the i. for the increase, including but not limited to, (i) Increases in the League's costs related to general increases in the consumer price index or other factors;and/or (ii) The expansion of existing programs or initiation of new programs. `Appointed officin€s" secludes profefto"I city staff. .See Cal. Corp. Code § 7341(c) (regaining termination promtiures to be included in bylaws}. An example of the latter (Section 2(c)) woutd: 4a disin rpDralloon. A (b) Member City Ratification Requirement. Any dues increase that exceeds eithe.r. the oonsurner price indexo for the preceding twelve months or five percent (whichever is. greater) requires Member City ratification. In no event, however, shall the League Board approve a dues increase in excess of ten percent without Member City ratification. (1) "Consumer Price Index" Defined. For purposes of this section, the consumer price index is the California consumer price index for all urban consumers calculated by the California Department of Industrial Relations or its state or federal successor. (11) Approval Threshold, Member City ratification requires a majority of Member Cities casting votes. Leagife's MIMI Assernliiy k5eC Al UUM Q1 &Y 1*111't ule balloting procedure (see Article XI, section 5), (c) Dues Cap. In no event will a Member City's dues increase by more than $5,000 per year. Section 3: Delinquency. Any Member City of the League who is delinquent in dues, fees.or assessments may be suspended or have that membeand :. in Article III, section 2. (a) Time is The League's regular Annual Conference is held at the time and place as the League Board determines. In case of any unusualconditions or extraordinary emergency, the League Board may, at its discretion, change the time -or place of the: meeting. (b) Conference Program Planning. The League Board shall establish an Annil Conference program planning process that provides for input from representative segments of the League's membership. r � 9 ------------- t-- ------ ction- .a Notice of Meetings. Notice shall be given to all Member Cities of the time and place of all regular and special meetings by mailing a written notice at least fifteen days. prior to each meeting, or by publishing a notice of the meeting at least two weeks prior to the meting in the official publication of the League; provided, however, that failure to receive such notice does not invalidate any proceedings at such meeting, Section 4§-, Parliamentarian. The League President League'sresolve procedural issues at the rCommiftee [Nota that the substance of following two sections have been n7ov d to Article XI] ° See a€ticie A for additional information about voting. "Regional divisions" are defined in Article V of these byf awns_ s Functionai dspartrn5nts" are defined in Article R of these bylaws. im (a) Resolutions Committee Composition. The League President establishes a Resolutions Committee sixty days prior to each Annual Conference, which committee shall consist of', (1) One elected official from each regional division, appointed by the regional division; (ii) One elected official from each policy committee, appointed by the policy committee; (iii) One member from each functional department, appointed by the department; and fiv) Up to ten additional members (at least five of whom are elected officials);a the League President deems necessary to achieve geographic and pop.w.latid.1h balance, as well as recognize the multiplicity of city functions not represented the other appointments, including, but not limited to, the perspectives of boa(d] and commission members as well as professional staff. I (b) Presidential Appointments. In the event a reg.ional division, policy committee or functional department does not make its appointment to the Resolutions Committee, the League President may Make the appointment on the regional division's, policy committee's or functional department's behalf (c) Chair. The League President shall also appoint to the Resolutions Committee a. committeechair and vice chair, (e) Committee Consideration of Proposed Resolutions. Except for resolutions of courtesy, commendation, appreciation or condolence, no resolutionexpressing the opinion or policy of the League on any question may be conside.red or discussed by. the League's General Assembly, unless it has been first submitted to, and reported on, by the Resolutions Committee. (a) Timing. Except for petitioned resolutions, all resolutions shall be submitted to the Resolutions Committee, at the League's headquarters, not later. than sixty days prior to the opening session of the League's-&nnual _Conference. .1q11111!1 g 11111111=1103�� [ ; , "ISIM NIM:71WA 11 D941811M 11 Resolutions Committee shall be referred by the League Preside�t to a,,n appropriate policy committee for review and recommendation prior to opening general session of the Annual Conference. (H) Report to Resolutions Committee. Policy committees shall report their. recommendations on such resolutions to the ResolutionsCommittee. inability of a policy committee to make a recommendation on any resolution. not preclude the Resolutions Committee from acting upon it. HISH # w► i1 r considered(e) Committee Consideration of Proposed Resolutions. Except for resolutions of courtesy, commendation, appreciation or condolence, no resolution expressing the opinion or policy of the League on any question may be or discussed bythe League's General Assembly, unless it has been first submitted to, and reported on, by the Resolutions (a) Presentation by Voting Delegate. A designated voting delegate of a city may present by petition a resolution to the League President for consideration by the: Resolutions Committee d is. "petitionedresolutions are known as ► N. '. (c) Signature Requirements. conveningdelegates registered with the Credentials Committee who represent ten percent of the number of Member Cities. (d) Time Limit for Presentation. The signed petition shall be presented to the Leag President no later than twenty-four hours prior to the time set for League's Goneral Assembly. petition(e) Parliamentarian Review. If the League President finds that the . designatedsigned by voting delegates of ten percent of the number of Member Cities, the petiflon shall be d by the Parliamentarian for form and substance. Parliamentarian's report shall then be presented to the chair of Resolutions Committee. Among the issues that may be addressed by the Parliamentarian'. shouldwhether the resolution be disqualified as being either (i) Non -germane to city issues or (ii) Identical or substantially similar in substaRoe to a resolution already under considerconsidera tion N (f) Disqualification. The Resolutions Committee may disqualify a petitioned resolution aseither being (1) Nflon-germane to city issues or (ii) lidentical or substantially similar to a resolution already under consideration, (g) Consideration by General Assembly. The petitioned resolution and the action: the Resolutions Committee will be considered by the Leaue's General Assembly following consideration of other resolutions. Ia (h) Availability of List of Voting Delegates, A list of voting delegates shall be made available during the Annual Conference to any designated voting delegate upon request, Section 6: Full Debate. The opportunity for full and free debate on each resolution brought before the General Assembly shall occur prior to consideration of a resolution. Article VII: Board of Directors Section 1. Role and Powers. Subject to the provisions and limitations of California Nonprofit is Corporation Law, any other applicable laws, and the provisions of thesebylaws., the League's ................ (a) A President, First Vice�President and Second Vice-President/Treasurer of the League, who each serve a term of one year and are elected pursuant to Article VI I, section 5; and (b) The immediate Past President of the League who serves for a term of one year, immediately succeeding his or her term as President; (c) Ten Oirectors-at-Large,� (1) Who serve for two-year terms, �2) Who are elected by the League Board at its organization meeting, and (3) At least one of whom is a representative of a small city with a population of 10,000 or less, M ­'I'MV, 11M (Le) Members of the National League of Cities Board of Directors who hold an office in a Member City:� and t cities in California," Directors hold office until their successors are elected and qualified or, if they sit on the Lea U'4' Board by virtue of their membership on the National League of Cities Board of Directors, UNI their terms on the National League of Cities Board of Directors conclude. Section 3: Staggered Terms. The terms of the Directors are staggered, so that the terms of approximately one-half of the members of the League Board expire each year. (a) Even -Numbered Year Terms. The following directorship terms expire in even - numbered years: Chiefs, and City Clerks departments; 111) Olivislons. Directors from the Central Valley, Imperial Courity, Montere4Bay, North Bay, Orange County, Redwood Empire, Sacramento Valley and San Nego 1� County divisions; and (W) At Large. Directors from five of the ten at -large directorships. (b) Odd -Numbered Year Terms. The following directorship terms expire in odd - numbered years: (1) Departments. Directors from the City Attorneys, City Managers, Police.. Chiefs, Recreation, Parks and Community Services, and Personnel and Employee'Relations departments; � a 1111 e that t �)fo �Qse E (H) Divisions. Directors a # Empire, D Mountain, East Say, Los Angeles i Riverside County South San Joaquin (Eli) At Large. Directors from five of the ten at -large director hips. (a):Functional Department Directors. Unless their K ctive functional departmept bylaws prov! de otherwise, Departmental " departments at the Annual 4: (cl At -Large Directors. Directors -at -Large are elected by the League board at its organization meeting. (d)Commencement of Terms. The term of #Directors commences immediately on the adjournment of the Annual Conference; however, organization.newly constituted League Board may meet prior to the adjournment of the Annual Conference for the purpose of (e) Additional Directors. In the event of the creation of additional regional divisions or functional departments of the League., each regional division or functional department may elect a representative to the League Board. When a new functional departmeM or regional division is created at any Annual Conference, the League Board may select. a Director to represent such functional depa #: ..: it i division until the organizes and elects a Director in the regularmanner.e LeagueBoard may x the division possible.initial term of any such Director from a new regional either one or two years, so as to keep the number of terms expiring on alternate years as nearly equal as (a) Composition. The League President, concurrence of the League.Boar.. ? dl advance shall estabilsh a. nominating committee at least 90 days in #, Annual Conference, The nominating committee shall be comprised of nine members eight of whom are named from regional divisions, w from each division on the following rotating basis: Even -Numbered Years: Central Valley, Imperial CoNorth Bay, Orange County, Redwood Empire, Sacramento Valley and San Diego County unty, Monterey Bay,::: Bylaws Aflide VIE, section S(c), ;or provisions relating to telephonic meetings. IR Odd -Number East Say, Los Angeles Joaquin The League President shall appoint the chair of the nominating committee. (1) Member Outreach. Solicit nominations for the offices of Second Vice rmembers for the League Board frome League's Member Cities; (I!) At -Large and Second Vice President Recommendation. Make recommendationsfollowing R officerslo and at -large board members; and (10) President and First Vice President Recommendation. Recommend whether the previous year's First Vice President becomes #.,esident ,;: he previous year's Second Vice President/Treasurer becomes First Vice President. (c) Notice to Members, The identity of nominating committee members shall be ,publicized in League publications and communications, along with an explanation of.the nomination process and relevant deadlines for submitting nominations to the nominating (d) Decision and Report. The nominating committee.'s decision shall be made an communicated to the League Board not later than days r League's Annual Conference board Conference. In addition, the nominating committee shall make its report generalmembership at the opening Annual (a) Functional Departmental Directorships. In the event of a vacancy in a functio.hal directorship, oa memberof memberthe League Board or may appoint a (b) Regional Division Directorships. If a vacancy occurs in the regional division directorship, the regional division regular meeting of the regional division. (c) At -Large Directorships. If a vacancy occurs in an at -large directorship, the League Board may elect a new ii; to fill the vacancy at the next regularboard meeting personThe League president may nominate individuals for consideration by the League Board. a holds office for the remainder of the sectiontermof the office in question (see Article VII, °F Sae Bylaws Article Vill for provisions relating to League officers. .See Bylaws Article VIII, section 3 (far election of League offers) and ArEicle Vlt, section 2(a}(2} (for election of at -large board members). K2 Section 7- Resignation. Any Director resignation is effective upon receipt in writing by the. League's Presidenfor Executive Director, unless a later date is specified in the letter. (a) Regularly Scheduled Board Meetings. The League Board shall meet no fewer. than four times a year, Notice of regularly scheduled Board meetings shall be mailed to each Director at least 14 days before any such meeting. (b) Emergency Board Meetings. A good faith effort shall be made to provide notice of any emergency board meetings (for example, by first-class mail, personal or telepho.ne -tnl,. s Mitem or other sostern or technolo,,•�j �ikne nVification- includin . . a voice messa to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means). (c) Telephonic or Electronic Participation. Members of the League Board, may participate in any meeting through the use of conference telephone or si.milar communications equipment, so long as all members participating in such meeting, can hear one another, Participation in a meeting by this means constitutes presence in person at such meeting. (c) Notice Content, All meeting notices shall include the meeting date, place, time, and, as applicable, the means by which a League Board member may participate electronically. Section 9: Policies. The League Board may adopt such policies for its government as it deems necessary and which are not inconsistent with these bylaws. In the event of an inconsistency, these bylaws shall prevail. Loin 1%WWFO W1#W_1j'ff*"* RAW, advocacy efforts, or to engage in other appropriate League service. (H) Authority. The Executive Committee has authority to act for the League Board between Board meetings, provided that no action of the Executive Committee is binding on the League Board unless authorized or approved by the Board, In (1) Charge. The League shall have a series of standing policy committees, whose charge shall be to make recommendations to the League Board on matters Within the committees'jurisdiction, as well as fulfill other duties specifieli) in these bylaws (see, for example, Article VII, section 4(b)). (U) Membership. Each League policy committee shall be comprised of the following: • Two members appointed by each regional division president; • One member appointed by each functional department president; • No more than 16 members appointed by the League president, to provide population and geographic balance, as well as expertise; and • Such representatives of affiliate organizations in the capacity authorized by the League Board, (111) Feedback. Policy committees shali receive information on actions taken�:on committee recommendations and the reasons for those actions. (d) Committee Chairs and Vice Chairs. The League President appoints the chair.of ail League -wide committees. The term of such appointments coincides with the Leaquq President's term. The League President may appoint vice chairs for such committees, as the League President deems necessary. SectIon42_1_1: Compensation. The Directors do not receive any compensation for their services, but, with League Board approval, may be entitled to reimbursement for actual and necessary expenses incurred in the performance of their duties. Section 43--,12 Reports of Directors. The League Board's duties include providing an annual report to League members at the regular Annual Conference showing the League's work, the League's financial condition, and a statement with respect to the League's plans for further: work and proposed policies, 12 The pmsent standing p0icy committee$ are: 1) Administrative Servicos, 2) Employee Relations, 3) Environmental Quality, 4) Community Servi6espm, 6) Housing, �Community and Ewnomic Development, 6 } Public Safety, 7) Revenue and Taxation, and 8) Transportation, communication and Public. Works, in Section 4413: Standard of Care, 13 (a) General® A Director shall perform the Director's duties, including duties on any committee on which the Director serves, in good faith, in a manner the Director believes to be in the best interests of the League and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. (b) Reliance on Information. In performing the Director's duties, the Director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by. (ii) Counsel, independent accountants, or other persons as to matters whichAh' Director believes to be within such person's professional or expert competence; or 10 1`17,170,110-11VT In T n we"--uVwti rd-WIiI I err 1707,3(71 WANFE-GAT-F believes the committee merits confidence. The Director may rely on :. i i ngood faith after reasonable inquiry (when the need for such in qU.Iry is indicated by the circumstances) and as long as the Director has no knowledge would suggest that such reliance is unwarranted. (c) Non -Liability, An individual who performs the duties of a Director in accordance with this section will not be liable for any failure or alleged failure to discharge that person's obligations as a Director, including, without limiting the generality of the preceding, any actions or omissions which are inconsistent with the League's nonprofit purpI Sect.ion4-514: Right to Inspect Records. Every Director has a right at any reasonable time to inspect and coPY all League books, records and documents of every kind and to inspectthe League's physical property. 14 Section -11-615: Policy Changes. Any policy established by the League's General Assembly may be changed by the League's Board upon ratification of such proposed change by a majority of the regional divisions representing a majority of Member Cities within the tim. e period specified by the League Board. " Sees Cal. Corp. Code 5 7231 (providing that a director who perlIarms the director's duties according to theme standards is not RI any alleged follure to pmpady discharge the individual's oNoations as a director). '4 Sw Cal. Corp. Code this right as 'ab!I im (b) First Vice -President. The First Vice -President carries an the duties of the President in the President's temporary absence or incapacity. The First Vice -President has such other powers and duties as may be prescribed by these bylaws or the League Board Section 3: Election. The League Board elects the League's President, First Vice -President and Second Vice -President for terms of one year.'5 The election occurs at the League Boaj . �d's meeting at t4e-ooRGWsi�the Annual Conference, Section 4. Vacancies. A vacancy in the office of President is filled at the next meeting of the League Board by the succession of the First Vice -President to that office. A vacancy in the� office of First Vice -President, or Second Vice-President/Treasurer, is filled for the un -expired term by appointment of a member of the League Board. A vacancy in the office; of the Immediate Past President is filled for the un -expired term by the last Past President continuing to hold a city office. (b) Specific Outles.'r' The Executive Director performs or causes to be perforrned.tt6-,, following functions: (i) Keeping a full and complete record of the proceedings of the League Board, (ii) Giving such notices as may be proper and necessary, '6 See Cal, Corp. CDOe § 7151(cX5)(sugResfing bylaws addrass this issue). " Noriprofit:CWoralion law requires organizations like the League to have a secretary and II financial offnar. See Cal. Corp, Code § 7213 (,allowing any nuri-I of offioas to be hold by the $arrib person). Typically, these . roles am ar.Wgned in the bylaws. Presently these functions are portormed for the League by staff under the &W supervision of the Executive Director and ulfitnate supervision of the League Board. M_ (W.) Keeping minute books for the League, (iv)Cornmunicating the League Board's actions to Member Cities, (v) Executing such instruments necessary to carry out Board directive's and policies, and (vi) Complying with such other record-keeping and reporting requirements of California Nonprofit Corporation Law. (2) Chief Financial Officer. These duties include (i) Having charge of and custody of and receiving, safeguarding, disbursing and accounting for all League funds, (ii) Depositing and investing such funds in such institutions and investments as approved by the League Board, (iii) Maintaining the League's financial books and records, (iv) Preparing and submitting such accounting and tax forms as may be required by local, state and federal law. (c) Insurance. All employees handling the finances of the League shall be insured in such amount as the League Board deems desirable or necessary, such insurance to be approved by the League Board or a committee designated by the League Board and the premiums paid by the League. Article IX. Regional Divisions Section 1b Listing (a) Existing Regional Divisions. The League is comprised of the following regional divisions: Central Valley Channel Counties Desert -Mountain EastBay Imperial County Inland Empire Los.Angeles County Monterey Say North Bay Orange County Peninsula Redwood Empire Rive rside County Sacramento Valley San 'Diego County N South San Joaquin Valley (b) New Divisions. Additional divisions may be formed through an amendment to these bylaws (Article XVI). Section 2: Purposes and Functions. The purposes and functions of regional divisions of the League are as follows - (a) To promote interest in the problems of city government and administration among city officials within such divisions. (b) To assist League officials in formulating policies by expressing, through resolutions duly adopted, the recommendations of the regional divisions. Resolutions adopted regional divisions to be considered at the Annual Conference shall be submitted in the manner provided by Article V1. (c) To take action consistent with general League policy as duly adopted by the League's General Assembly or by the League's Board. Regional divisions may takeno, action in conflict with such policies. Nothin 9 in the foregoing limits or restricts region.al division activities in matters of purely local interest and concern. (d) To meet not less than once every three months, provided that the League Annua I Conference may be considered one such meeting of a regional division. Section 3. Names of Divisions. Each regional division will identify itself as a division of th e League of California Cities. .. 1-11111 MIN111 Section 4; Boundaries. The territorial boundaries of each regional division may be fixed by each division subject to the approval of the League's General Assembly, Section 5. Membership. All cities within the boundaries of a regional division may becom e members of and participate in the activities of that division, A city may join a different regio . nal division with the approval of both the existing and proposed division, and the League's-Gen.orai- Assep4l*_Poard of Directors. Section 6., Voting. he representatives of each Member City may cast collectively one vote on division matters, and a majority of the votes . cast is necessary for a decision.'? Section 7: Officers. (a) Identity. Each regional division elects a President, a Vice -President, a representative on the League Board of Directors and a Secretary, and such other officers as any regional division bylaws may establish. "'Se&.ArhdeX1 foraddibana) infomtafion anal voting 0 (b) Election Timing. g. Each regional division elects its officers at the regional division:. meeting immediately preceding the League's Annual Conference, unless another date is provided by any regional division's bylaws. (1) Pirectors' Terms .. term of office and Commencement Dates. The commence.. date for regional division represe ntatives on the League established Article section * (termlength) .-. d commencement). (H) Other Officers'Terms and Commencement Dates. The term of office of all other newly elected officers is one year. 1.amend any regional division bylaws to provide for two-year terms for regional division Except for representatives on the League Board, all newly elected. officers' terms commence immediately i election unle ss another date is provided by any regional division's ' Vacancies.A. event of a vacancy in any regional division office,19 such vacancy is filled by election at the next will be so filled shall b. included in the noticeof such meeting. This requirement also providedapplies to a vacancy in the office of regional division director, as section 6(b). (1) President. The President presides at all regional division meetings andbas such other powers and duties as may be prescribed by any division bylaws. (11) Vice -President. The Vice -President carries on the duties of the Presidd: ht in (M) Secretary. The Secretary a) immediately notifies the League of any ch4nge in the regional and sends one headquarters, and and a: meetingsnotices of the and d .. .., to a League .agu Director. o regional o representon serveson the League Board and shall keep the division membership apprised of League Board activities, The Director as a liaison between the reg division and the League Board. " htcrte that tt s tern commencement is diffewent than that fnt the Leagtw. boa W. (w oseterms commence upon adjournment of the Annuel Conference) and than that for department officers (also €spors adjournment of the Annual CoOhferance). 4 Article Xli, section 2, defines a vacancy. RE Section m Resignation. Except as provided in Article Vll, section 7 for members of the League Board, a regional division officer's resignation is effective upon receipt in writing by the division's president or Secretary, unless a later date is specified in the letter. Section Regional Regional divisionsmay adopt Division bylaws may not conflict with the League's bylaws. In the event of a conflict between: division's bylaws and League bylaws, the League's bylaws will prevail; the League's bylaws all prevail when the division •. F Departments.(a) Existing w Mayors and Council Members City Attorney Fiscal Officers Public Works Officers City Managers plann Ing and Community Development Police Chiefs Fire Chiefs Recreation, parks and Community Services City Clerks Personnel and Employee relations Peportments. Additional functionalpbe formed through an *rnendment Identity. President,, Second Vice- Presi dent/Secretary, a representative on the League Board, and such other +.rs as the department'sbylaws may establish. Election Timing. Each functionaldepartment officers at the departmenf$ business session at the League's # x provide otherwise. (c) Terms. The terra length for functional department representatives on the League Board is established in Article Vii, section 2�d). The term of office of all other newly elected officers is one year, The term of office of all newly elected department officers commences immediately on the adjournment of the Annual Conference, W (d) Vacancles.23 A vacancy in the office of President is. filled for the unexpired term by the succession of the First Vice -President. A vacancy in the office of the First Vice— President, or Second Vice-President/Secretary of the functional department is filled by appointment by the department President, The person so appointed shall be a rner�ber of such department. A vacancy in the office of department director is filled as provided in Article VII, section 6,(a). Egg= (1) President. The President presides at functional department meetings and has such� other powers and duties as may be prescribed by any department bylaws. (H) First Vice -President. The First Vice -President carries on the duties of th�e powers and duties as may be prescribed by any department bylaws. (111) Second Vice-PresidentlSecretary. The Second Vice-President/Secretary carries on the duties of the First Vice -President in the First Vice -President's temporary absence or incapacity and has such other powers and duties as may be prescribed by any department bylaws. (N) Pirector. The department Director shall represent the functional departfrient on the League Board and shall keep the department membership apprised of League Board activities. The Director serves as a liaison between the department and the League Board. (f) Resignation. Except as provided in Article VII, section 7 for members of the Leogue Board, a functional department officer's resignation is effective upon receipt in writirV by the department's President or Second Vice -President/ Secretary, unless a later date is specified in the letter. Section 3: Voting. Except as otherwise provided in a functional department's bylaws, the representatives of each 'Member City may cast collectively one vote on functional department matters , 2' A majority of the votes cast is necessary for a dec islon.22 Section 4. Department Meetings. Functional departments meet at the Annual Conference and at other times and places as they find necessary. �O Artide XII, section 2, defines a vacancy. 2' Note that Article XI, section 4 Mow$ depaOrnents to adopt a different voting all(ration in their bylaws. See &qide XI for additiormf infurmation about voting. NI Stetion 1. _Quorum. 91a e— -To LaJ General Assernblyj6-all voting in meetings of the General Assembly of the League, its Eggional divisions Junctional and-departmentsgommittees and other kinds is by voice vote. al.1;10=047=10211 Am Section 4. One City One Vote, Except as otherwise provided in a functional department's or a bylaws, the representatives of each Member City present and in good standing collectively cast one Vote.23 A majority of the votes cast is necessary for a decisiOn. Section 5; Mail Balloting. In addition to voting at League meetings, the League may solicit memberinput by mail ballot. 23 For purposes of the General AsGombty (see articles V and VI), the mechanism through which city ofricials do this is the designated voting N9 (a) Mailing,24 . The question(s) to be voted upon, along with explanatory materials and a ballot, shall be mailed by first class mail to each Member City for consideration and action. (b) Time Frame for Action® Member Cities shall have at least 45 days to cast their vote. Ballots shall be cast by returning the Member City's ballot to the League's principal offi" in Sacramento. (c) Ballot Tabulation and Results Announcement. The League President will appoint a counting committee of three board members to count the votes cast by mail ballot. The counting committee will submit its count to the League Board, which shall canvass the vote and announce the results, (d) Functional Departments and Regional Divisions. Departments and divisions.may also use mail balloting under procedures specified in their respective department and division bylaws. Article XII: Qualifications to Hold Office and Vacancies Section 1 a Eligibility to Hold Office. (b) Length of Service. An individual who has occupied an elected League Board office (as defined in Article VIII, section 1) for nine months (275 days) or more is ineligible to stand for elecbonfor that same office again. Section 2: Vacancies. (a) Vacancy Defined, A League office becomes vacant when an individual resigns,. misses three consecutive convened meetings or leaves city service. (b) Effective Date of Vacancy Caused by Leaving City Service. The effective date of a vacancy caused by a departure from city service is three months. (92 days) after an individual ceases to occupy the same or comparable city office as. the individual had. when the individual was elected or appointed to League office. (c) Effective. Date of Resignations. For the effective dates of resignations, see Article VII, section 7 (effective date of League Board resignations), Article IX, section 8 (effective date of regional division officer resignations), and Article X, section 2(f) (effective date of department officer resignations), (d) Filling Vacancies. Vacancies will be filled as provided in these bylaws, see Articie Vil, section 6 (filling League Board vacancies), Article IX, section 7(d) (filling regional 24 The Administrative Servir esCommittoe recornmends the League also inOude notice of the upcoming ballot in a vadety of League to Wart Member Cities to make inquiry in the event a citVis ballot is lost in the mail. M division officer vacancies), and Article X, section 2(d) (filling functional department officer vacancies). Preparation a budget Leagueof the ard, the Executive Director shall A Board budget g t estimatedrevenuesd expendituresdg period for the League Board's consideration and ii revenues(b) Plissernination. Upon approval, a copy of the League's budget shall be sent to each regional division and functional department president, who shall make it available to.. division and department members. Section 3: Limitation of Expenditures. The League Board may not incur indebtedness in. excess of the estimated or actual for the ensuing fiscal year, without the approval .i f SIF the League. 9 s General i.:..,.,-ly. accountantSection 4: Annual Audit, The League's accounts shall be audited by a certified public Section 5. SpeclatAssessment for League Building. By resolution"o.ved by a my. thereonof those cities present and voting at Annuale assessment be leviedspecified a resolution. zs See also section 4 in Articde XV, relating to disposition of Longue property upon dimlution. M . a� I y �. such expenses under League Boa d policies Section 2Self-Dealing and Common Directorship (a) Self -Dealing Transactions. A self-dealing transaction is a transaction to whichjhe League is a part . y and in which one or more of its directors organization's(b) Common Dir.octorships. "Common directorships" occur when the League enters on the League(c) Pre -Transaction Approval, To approve a transaction involving either self-dealing or a common directorship, the Board (i) The League is entering into the transaction for its awry benefit; advantageousIIFIIIIIIRI II W !111 111 1111 1111 111 1 (Hi) After reasonable investigation, the League Board determines that it could not have obtained a more the circumstances. �" Section 7235 of thta Corporations Code provides. (a) Uniess prohibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of, any director or officer of the corpomlion or of its parent, aftiliaie or subsidiary, provided: (t) The bird determines the loan or guaranty may reasonably be expected to tonefit the corporation, (2) Prior to consummating the transaction of any pari thereof, the loan or guaranty is either. (A) Approved by the members. (Saction 5034), without counting the vote of the director or officer, it a member, or (8) Approved by the vote of a majority of the: directors then in office, without counting the vote of the director who is to rive the loan or the benefit of the guaranty. (b) Notwithstanding subdivision (a), a corporation may advance money to a director or officer of the corporation or of its parent, Ofiliate, or subsidiary, for any expenses reasonably anticipated to be incurred in the performance of the duties of the director or €4ffoer of the orporation Or of ita:pare nf, of fiate or subsidiary, provided that in the absence of szach an advranw the director or officer would be entitled to be reimbursed for these expenses by the corporation, its parent, ,affiliate, or subsidiary. (c) The provisions of subdivisions (a) and (b) do not apply to credit unions, or to the payment of premiums in whole or in pari by.a corporation on a 4fe.insuranee policy on the life of a director or officer so tong as repayment to the corporation of the amount ppid by it is secured t)y the proceeds of the policy and its cash surrender value, or to loans per pitted under any statute regulating any special Class Of crarporaticxas. " See generally Gal, urrp.. Code § 722.33 (establishing these requirements). Nate that interested or common directors may be counted in determining the existar cf a quaram in aboard ar cornmittee meeting that approves such transections. S&e Cal. Corp. Code § i23A. Such determinations shall be made by the League Board in good faith, with knowledoe of the material facts concerning the transaction and the director's interest in the transaction, without counting the vote of the interested director or directors. the vote of any interested director. -8 LeUJUO Maj InteFF11111TY all* its agei-115 In uffilloquorl with any proceeding, and in accordance with that law. For purposes of this section, "agenf' includes directors, officers, employees, other League agents, and persons formerly occupying these positions.3() (b) Approval. of Indemnity. An individual seeking indemnification shall make a writt,en request to the League Board in each case. GUM, Z1116016 (H) Other Instances. Otherwise, the League Board shall promptly determine, by a vote of a majority of a quorum consisting of directors who are not parUes to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct under California laW,32 and, if so, will authorize indemnification to the extent permitted. 18 See Qal, Corp. Code § 7233 (specifying under what drournstance-s a self-dealing transaction is void or voidable). 25 The scope of indemnity for mutual benefit corporations is governed by Corporations Code. section 7237, which is excerpted in the footnotes W,cw. 30 S"ori 7237(a) provides In perlineril part For the purposes of this section, "agent" means any person who is or was a dirod(x, officer, employee or other agent of Ov oorporabon, or is or was serving at theroquest of the corporation as a director, officer, employee or agent of aftoftr foreign or domestic corporation, partnership, joint venture, trust or other eriteri:rrise, or was a diredor, off"r. employee or agent of foreign or domestic corporation which was a predecessor corpDration of the corporation or of another enterprise at the miquest of such predecessor corporation ... See Cal. Corp, Code § 7237(a). 31 Sautim 7237(d) provides To the extent that an agent of a corporation has been sucoassful on the merits in defense of any proGeeding referred to In subdMsion (b) or (c) or in defense of any . (daim, issue or Matter ftrein, the agent shall be Indemnified against o"nse's actually and reasonably incurm.d by the agent in connection ftrawith. See Gal. Corp. Code § 7237(4). a2 TKese standards araiargely Contained in section 7237(b) or section 7237(r), which provide: ME (c) Advancing Expenses. To the extent allowed by under California Nonprofit Corporation �Lawi33 the League Boar d may authorize an a dvance: of expenses incurred by or on behalf of an agent of this corporation in defending any proceeding prior to fl.nal disposition. The League Board shall find that M (ii) before any advance is made, the agent will submit a written undertaking satisfactory to the League Board to repay the advance unless it is ultimately: determined that the agent is entitled to indemnification for the expenses under this section, Section 2. Insurance.34 The League Board may authorize the purchase of insurance on behalf of any agent.agai.nst any liability asserted against or incurred by the agen t in such capacity or arising out of. the agent's status as such, andsuch insuran . ce, mav provide for coverage against liabilities beyond the League's corporation's authority to indemnify an . agent under law. Section 3Contracts and Execution of Instruments. All contracts entered into on behalf of the League shall be authorized by the League Board, or by the person or persons uponwh6m the League Board confers such power from time to time. Except as otherwise provided by low, avery check, draft, promissory note, money order, or other evidence of indebtedness of the. League shall be signed by the persons authorized to do so by the League Board. i in (b) A corporation shall have power to indemnify any person W such person acted in good faith and in a manner such person reasonably Wieved to he in the best interests of the coWration and, In the case at a criminal proceeding, had nu reasonable cause to tAliove the oondud Df such Person was unlawful. (c) A corporation chaff have Po"V to indemriffy any person . . . if such person ac W in good faiffl, in e manner such pewn Wuoved to be in the best interests of the corporation and with such cam, Including reasonable inquiry, as an ortrinedly prudent person In a like position quid use under similar circumstances - . Sae Cal- Corp. Code § 7237(b) and (c) (with exemptions). 3'Seion 7237(a) provides in pertinent part: .."expenses" jncjudee Without limitation attomeys'fees and any expenses of establishing a right to indemnification under subdivision (d) or pofaRraph (3) of subdivision (0). Sm Cal. Corp. Code § 7237(a). sa Seo atso Cal. Corp. Cada � 7237{i) (authorizing insurarim), This sW.ion rainfoMes the Le!gue's status as a mutual benefil corporation and proteds cities' interests in their investment in the League* S headquarttm building. S6" also Cal. Corp. Code § 8717 (ogsets upon dissotution must be distributed accarding to bylaws), KE Section 5. Parliamentary Authority. Subject to the provisions of these bylaws, Roberts. Rules of Order or such other parliamentary rules as may be adopted by the League Board shall prevail at all meetings of the League, the League Board, and in all functional departments and regional divisions, Section 6. Seal. The League Board has provided a suitable seall for the League which Jrcular and which contains the following inscription: L no L W1110014 Miami -A lagam The seal may be affixed to corporate instruments, but any failure to affix it does not affect the instrument's validity. Section 7: Governing Law. In all matters not specified in these bylaws, or in the event these bylaws are inconsistent with applicable law, the provis.lons of Calif . ornia Nonprofit Corporation Law then in effect apply. Section 1. Consideration. These bylaws may be amended by the League's General Assembly (see Article XVI, section 5 for procedures) or by a mail ballot to Member Cities (see Article Xl,: section 5 for procedures). Section 2Vote Threshold. A two-thirds vote of approval of those voting is necessary to amend these bylaws. a 10 [gair-KW-01 m aLgAulm t IIIQIIUFd f�QUQe 01 af]JAMPOSal 10 W110-nW, tile LU�;ItUC!s ajorl% unn Me ssojeci V1 In proposed amendment(s). Section 6. Effective Date. After approval, amendments go into effect after the expiration of the protest period (see Article XVI, section 7) unless otherwise specified in the amendment. MOOR NERWHIPInjura WTV 0 against such amendment, the amendment is automatically suspended until the next Annual Conference, when it may be taken up again for reconsideration and vote, To enhance the League's advocacy efforts on behalf of cities, the League hereby establishes Grassroots Network, The Grassroots Network consists of a series of fi )d offices throughout California, responsible for coordinating city advocacy efforts and promoting statewide League policy priorities. (a) initial Financing. The dues increase approved concurrently with the addition GrassrootsArticle XV1 shall finance the League's i.. for and for 2002. The increase shall be used exclusively to finance the Grassroots Continued Financing. with Article IV, w UNION Network's performance in meeting those goaJs # objectives, Board Discontinuance. If at any time the League Board finds the Network is not meeting its objectives on behalf ocities, the League Board may discontinue the Grassroots Network. Membership i on ' g #before Member Cities shall vote (see Article XI, section 5 for procedures) on whether to continue the Grassroots Network beyond December 31, 2008. 1 Rev July. 30, 2003 L