MAR VISTA COMMUNITY COUNCIL
BYLAWS
(Version
2/13/041st Reading December 14, 2004)
2nd Reading and Approved by MVCC Board - January 11, 2005
MISSION STATEMENT
The mission of the Mar Vista Community Council (Council or MVCC) is to provide a forum for discussion of issues that affect the quality of life of MVCC stakeholders, and to facilitate stakeholder communication and serve as the advocate for the Council area with officials of the City of Los Angeles and other governmental and non-governmental entities.
ARTICLE I
BOUNDARIES
The Council represents stakeholders within the following geographic boundaries:
• South of the Santa Monica Freeway between Centinela Ave. and the San Diego Freeway,
• West of the San Diego Freeway between the Santa Monica Freeway and National Blvd.,
• South side of National Blvd. between the San Diego Freeway and Overland Ave.,
• West side of Overland Ave. between National Blvd. and Charnock Rd.,
• North side of Charnock Rd. between Overland Ave. and the San Diego Freeway,
• North of the Culver City border between the San Diego Freeway and Zanja St./Walgrove Ave.,
• East side of Walgrove Ave. between Zanja St. and Santa Monica City border,
• South of the Santa Monica City border between Walgrove Ave. and Centinela Ave.
• East side of Centinela Ave. between Airport Ave. and the Santa Monica Freeway.
(Further details to be provided by LA City Department of Neighborhood Empowerment)
Venice High, Mark Twain Junior High, Walgrove Elementary and Beethoven Elementary, shall be considered an overlap area with the neighborhood council established by the Grass Roots Venice Neighborhood Council.
ARTICLE II
GOALS AND OBJECTIVES
The goals and objectives of the Mar Vista Community Council shall be as follows:
A. To offer a forum to permit Council stakeholders to collaborate and deliberate on matters of interest to the community;
B. To be an advocate for the Council area to government and private agencies on issues for which there is broad community agreement;
C. To facilitate the delivery of City services to neighborhoods by helping to identify community needs and involving relevant City staff in achieving integrated problem-solving techniques;
D. To develop a system of ongoing communication with stakeholders regarding current and upcoming projects, issues and events;
E. To encourage stakeholder participation in Council activities; and
F. To interact with other neighborhood councils on issues of mutual concern and participate in citywide neighborhood conventions.
ARTICLE III
STAKEHOLDERS
The Mar Vista Community Council shall be composed of, and made available to, all stakeholders within the stated boundaries. Stakeholders include individuals living, working, or owning property within the boundaries, as indicated in Article I. Only stakeholders 18 years of age or older may vote.
ARTICLE IV
BOARD OF DIRECTORS
A. Duties and responsibilities. The duties and responsibilities of the Board of Directors shall be as follows:
1. To carry out the goals and objectives of the Council;
2. To authorize or approve all business of the Council;
3. To direct and control MVCC activities; and
4. To ensure the ethical and financial integrity of the Council.
The Board of Directors may delegate management of the day-to-day operation of the business of the Council to a committee, person or staff, provided that all duties, powers, activities and affairs of the Council are exercised under the ultimate direction and control of the Board of Directors.
B. Number of Directors. The Board shall have thirteen (13) Directors, including the five officers described below in Article V. Of the thirteen (13) Directors, seven (7) shall be elected “At-large” and six (6) shall be “Zone” Directors, with each of the six (6) geographic zones electing its own “Zone” Director.
C. Geographic Zones. The Zones shall be defined as:
1. 1. South of National Blvd., North of Charnock Rd., East of the 405 freeway, West of Overland Ave.;
D. Term of the Directors. The term of office for Directors shall be two (2) years. A Director may serve for no more than four (4) consecutive terms. After being out of office for one full term, a former Director is again eligible to run for office. A Director may not be a candidate for more than one director seat or occupy more than one office.
E. Election of the Directors. Election of the
seven (7) “At-large
DirectorAt-Large”
DirectorssDirectors-at-Large” shall alternate from one
year to the next with election of the six (6) “Zone
Directors.”
An Elections
and /By-Llaws
Committee shall oversee the election of Directors through the following
process:
1. Conduct nominations for Directors.
2. Verify that the nominees have met candidacy criteria.
3. Promote, announce, and schedule an election.
4. Produce ballots for the election.
5. Certify each stake holder when the ballot is
issued.
6. Count ballots, determine the winners, and certify the election.
7. Announce results.
8. Install new Board Members.
The Election/By-Laws
Election and By-laws Committee may
engage an independent third party (“Third Party Election
Administrator”), such as the League of Women Voters, which willshall
be responsible for overseeing the election process. Further, the Election/By-Laws
Election and By-laws Committee may
engage an independent third party to determine the resolution of any
issues that arise through the election process (“Final
Arbitrator”). Also, the Final Arbitrator willshall
verify the candidate status in the event of a challenge.
No write-in
candidates are permitted. (proposed change submitted for committee consideration by
Bill
S.)
All challenges to the election must
be submitted in writing within 5 working days of the election to the Final
Arbitrator. Every effort willshall
be made to provide a determination within 30 working days. Decisions of
the Final Arbitrator willshall
be final.
F. Criteria for Candidates. Candidates for Director shall meet the following criteria:
1. Candidates must certify in writing that they are stakeholders of the Mar Vista Community Council.
2. Candidates must obtain signatures to support their candidacy from MVCC stakeholders as follows: twenty (20) signatures for all Directors;
3. Candidates must follow all election procedures as established; and
4. Candidates must be 18 years of age or older.
G. G.
Election schedule of the initial
the
Board of Directors. In order to
establish the cycle of electing "At-large
At-Large
Directors- A" and "Zone
Directors" elections shall occur in in alternate years. Seven, thirteen (713) Directors shall be elected as
"At-large DirectorsDirector-at-LargeAt-Large
Directors" in the firstodd numbered
year
elections. . Of these,
the seven (7) recipients with the highest number of votes shall serve for
the normal term of two (2) years as "At-large Directors." The
remaining elected Directors shall serve for an initial term of one year. The second election shall be held to replace
the Directors serving the initial one-year term with newly elected
"Zone Directors." Even numbered
year
elections shall elect six (6) “Zone
Directors” These Zone Directors shall be elected from the
six (6) geographic zones (one Director from each zone) and all directors shall
serve a term of two (2) years.
Orginal text - [Election of the initial Board of Directors. In order to establish the cycle of electing "At-large Directors" and "Zone Directors" in alternate years, thirteen (13) Directors shall be elected as "At-large Directors" in the first election. Of these, the seven (7) recipients with the highest number of votes shall serve for the normal term of two (2) years as "At-large Directors." The remaining elected Directors shall serve for an initial term of one year. The second election shall be held to replace the Directors serving the initial one-year term with newly elected "Zone Directors." These Directors shall be elected from the six (6) geographic zones (one Director from each zone) and shall serve a term of two (2) years.]
H. Voting. A majority vote of the Directors in attendance shall prevail, except that a two-thirds (2/3) vote of the Directors in attendance shall be required to amend the by-laws, remove a Director, or remove an officer of the Board of Directors.
I. Removal. A Director may be removed from office by a two-thirds (2/3) vote of the Directors. Reasons for removal may include, but are not limited to:
1. Inability to carry out his/her duties and responsibilities due to time limitations, illness and/or other personal obligations;
2. Absence from three (3) consecutive meetings without notification;
3. Failure to disclose a financial conflict of interest in a matter before the Board.
4. Violation of MVCC bylaws or rules.
J. Vacancies. A vacancy shall be deemed to exist upon the occurrence of either of the following:
1. The death, resignation or removal of any Director; or
2. Insufficient number of candidates available to fill all Director positions.
In the case of a vacancy, the Chair may appoint
a stakeholder to fill that vacancy subject to approval by a two-thirds
(2/3) vote of the Board.d or allow the positon to be filled by election
if the vacancy occurs within a few months of
an election. (– Proposed change submitted for committee
consideration
by Ken M.).
ARTICLE V
OFFICERS OF THE BOARD OF DIRECTORS
Officers of the Board shall be elected by the Board and shall serve one-(1) year terms. Only a Director shall be eligible to serve as an officer. No officer shall hold more than one office at a time, and no officer shall be eligible to serve more than four (4) consecutive terms in the same office. Officers shall serve at the pleasure of the Board and may be removed by a two-thirds (2/3) vote of the Board.
Officers shall perform the duties prescribed by these bylaws, and by the parliamentary authority of Robert’s Rules of Order, Newly Revised, latest edition.
The Election/By-Laws
Election and By-laws
Committee shall oversee an election of Officers of the Board through
the following process:
1. Conduct nominations for the various offices.
2. Conduct a roll-call vote for each office.
3. Determine and announce the Officers.
4. Install the newly elected Officers.
Officers shall be Chairperson (Chair), Vice Chairperson (First Vice Chair), Second Vice Chairperson (Second Vice Chair), Secretary, and Treasurer. The duties of these officers are as follows:
A. Chairperson. The Chairperson (Chair) shall preside at meetings of the Council and the Board of Directors, shall represent the Council and shall coordinate its affairs. Subject to the approval of the Board, the Chair shall appoint committee chairs and make such other appointments as may be necessary or desirable.
B. First Vice Chairperson. The First Vice Chairperson (First Vice Chair) shall discharge the duties of the Chair in the absence or disability of the Chair or as requested by the Chair or Board.
C. Second Vice Chairperson. The Second Vice Chairperson (Second Vice Chair) shall discharge the duties of the Chair in the absence or disability of the Chair and First Vice Chair or as requested by the Chair or Board.
D. Secretary. The Secretary shall record, or cause to be recorded, the minutes of actions taken at all meetings of the Council, Board of Directors, and committees. The Secretary shall keep in safe custody, the minutes, as well as the bylaws and all other official documents.
The Secretary shall make timely filings of all required certificates and compliance documents. The Secretary shall give, or cause to be given, notice of all meetings of the Council, Board of Directors and committees. Such notice shall be posted at a designated location or locations, and shall conform to the terms of the Brown Act.
E. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, current, adequate, and correct accounts of the assets and business transactions of the Council, including accounts of its assets, liabilities, revenues, expenses, retained earnings/net assets, and other information customarily included in financial statements in accordance with generally accepted accounting principles.
The Treasurer shall be responsible for the deposit of all moneys and other financial assets in the name of the Council, with depositories as designated by the Board of Directors. All disbursements shall be made by check and shall require two signatures. Persons authorized to sign checks shall be the Treasurer, the Chairperson, and the Secretary. The Treasurer shall keep records which indicate the source, date and purpose of all cash receipts, donated assets and other revenues; the check number, payee, date and purpose of all disbursements; and the disposition of any Council assets.
The Treasurer shall report to the Board of Directors on the financial condition of the Council at such frequency as the Board deems appropriate, but not less than quarterly. The Treasurer shall make timely filings of all required financial and period-end tax and/or information reports to the Department of Neighborhood Empowerment (DONE) and appropriate agencies and funding sources.
ARTICLE VI
MEETINGS
A. A.
Stakeholder Meetings. The purpose of the Stakeholder Meetings is to
provide a forum for discussion of community issues. A minimum of one
Stakeholder Meeting per calendar quarter shall be held.The agenda for all
Stakeholder Meetings willshall
be determined at a meeting of the Board of Directors. Agenda and notice
of Stakeholder Meetings shall be publicly posted at least 72 hours prior
to the meeting.
B.
B.
Annual Meetings. The purpose of the Annual Meeting is to install
newly elected directors and for the new directors to elect officers. The
annual membership meeting (Annual Meeting) shall be held regularly during
the same month each year, and shall be held in a location convenient to
stakeholders.
C. C.
Board Meetings. The purpose of the Board Meeting is to conduct the
business of operating the Council and to plan future meetings. A Board
Meeting shall be convened one to four weeks in advance of any Stakeholder
Meeting. Agenda and notice of Board Meetings shall be publicly posted at
least 72 hours prior to the meeting.
D. D.
Special Meetings. Special Meetings may be called for a specific
purpose, too timely to wait for a regular Board Meeting. The Chair, or a
minimum of two Board members, may call a Special Meeting of the Board.
Agenda and notice of such meeting shall be publicly posted at least 72
hours before the scheduled meeting date. Such notice shall state the
reasons for such a meeting and the specific business to be transacted at
the meeting.
E.
E.
Quorum. A quorum for meetings of the Board shall consist of seven
(7) Directors. No business shall be conducted without a quorum. A
majority vote of the Directors is required to take action, unless
otherwise stated in this document.
F.
F.
Conduct of the meetings. Meetings are open to the public and shall
be conducted in accordance with the provisions of the California Brown Act
and Robert’s Rules of Order, newly revised, latest edition.
G. G.
Board Meeting Agendas. An item shall be placed on the agenda for
the next meeting of the Board, upon the request of a Director.
H. H.
Petitioning the Board. An item may be placed on the agenda of a
Board Meeting by a petition signed by not less than ten (10) stakeholders.
Such a petition shall be submitted to the Chair at least fourteen (14)
calendar days prior to the scheduled meeting. Petitioners shall be
permitted to make a presentation to the Board, regarding the petition, not
to exceed 10 minutes.
ARTICLE VII
BY-LAW AMENDMENTS
No by-law
amendment shall be voted on until it has been read at two meetings.
Amendment of these bylaws requires a two-thirds (2/3) vote of the Board of Directors in
attendance. Once approved by the Council, the amendment must be
approved, in writing, by the Department of Neighborhood Empowerment (DONE)
before it becomes part of the bBy-laws of the Council.
ARTICLE VIII
COMMITTEES
The Board shall have the power to form or dissolve standing or ad hoc committees and establish the policies and procedures for those committees for whatever purpose it deems necessary, as long as these are within the mission, goals and objectives of the Council.
AllAll
* Committees, once
established, are subject to the terms of the Brown Act for meetings,
minutes, and notices of meetings. Standing committees may include, but
shall not be limited to the:
A. Executive Committee
B. Elections
and / and
Byl-laws Committee
C. Budget and Finance Committee
D. Outreach Committee
E. Grievance Committee
F. Transportation and Infrastructure Committee
G. Urban Planning and
DevelopmentLand Use
Committee
H. Safety and Security Committee
I. I.
Education, Arts and
Culture Committee
J. Zone Directors Committee
*(proposed change submitted for committee
consideration by Bill S.)
ARTICLE IX
GRIEVANCE PROCEDURE
Any grievance by a stakeholder must be submitted
to the Board of Directors. The Board of Directors shall then refer the
matter to an ad hoc grievance panel comprised of three (3) stakeholders
who are randomly selected by the Council Secretary from a list of stakeholders
who have previously expressed an interest in serving from time-to-time on
such a grievance panel. The Secretary willshall
coordinate a time and a place for the panel to meet with the person(s)
submitting a grievance and to discuss ways in which the dispute may be
resolved.
Thereafter, a panel member shall promptly prepare a written report to be forwarded by the Secretary to the Board outlining the panel’s collective recommendations for resolving the grievance. The Board of Directors may receive a copy of the panel’s report and recommendations prior to any meeting by the Board, but the matter shall not be discussed among the Board members until the matter is heard at the next regular meeting of the Board, pursuant to the Ralph M. Brown Act.
This formal grievance process is not intended to apply to stakeholders who simply disagree with a position or action taken by the Board at one of its meetings. Those grievances can be aired at Board meetings. This grievance process is intended to address matters involving procedural disputes, e.g., the Board’s failure to comply with Board Rules or these By-laws, or its failure to comply with the City’s Charter, the Plan, local ordinances, and/or State and federal law.
In the event that a grievance cannot be resolved through this grievance process, then the matter may be referred to the Department of Neighborhood Empowerment for consideration or dispute resolution in accordance with the Plan.
ARTICLE X
RECORDS
Minutes, election records and other official records of the Council shall be made available for public inspection. A written request for inspection of official records shall be submitted to the Board of Directors. The Board shall arrange for a mutually acceptable time and place for the inspection.
ARTICLE XI
CODE OF ETHICS AND CONDUCT
A. The Board of Directors of the Council shall adopt and enforce a code of ethics and conduct that conforms to all applicable federal, State of California and City of Los Angeles laws and ordinances.
B. The Council shall follow fair and open procedures for conducting its business.
C. The Council and its participants shall avoid conflicts of interest. In situations in which a conflict of interest exists, the involved Director shall report the conflict to the Board and not participate in the decision-making process on that issue.
D. No individual or group may speak on behalf of the Council or represent the Council without the prior authorization of the MVCC Board of Directors.
E. MVCC shall not endorse candidates for political office. MVCC shall not work on behalf of, or in opposition to, any candidate for political office. MVCC Directors shall not use their Mar Vista Community Council affiliation in personal endorsements of political candidates.
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