Minutes of the Second Meeting

Minutes of the
NEIGHBORHOOD COUNCIL BYLAWS TASK FORCE
Saturday, February 6, 2010
at Barrio Action Youth and Family Center, 4927 Huntington Dr., LA 90032

The Meeting was called to order by Chair Bob Gelfand at 9:55 a.m.  A revised “Bylaws `Wireframe’ and Questions” was available.  See websites www.ncbylaws.blogspot.com and www.ncbylawsdocuments.blogspot.com

1. Self-introductions
The 17 attendees introduced themselves, including Darren Martinez, Deputy L.A. City Attorney, Neighborhood Council Advice Division (213-978-8132; Darren.Martinez@lacity.org; http://atty.lacity.org/COMMUNITY_SERVICES/Neighborhood_Councils/index.htm); BongHwan Kim, General Manager, L.A. Dept. of Neighborhood Empowerment (DONE) (213-485-1360; BongHwan.Kim@lacity.org; www.EmpowerLA.org); BONC (the L.A. Board of Neighborhood Commissioners) Commissioners John Kim (213.485.1360; John.K.Kim@lacity.org) and Daniel Gattica (213.485.1360; Daniel.Gatica@lacity.org); and Grayce Liu, Sr. Project Coordinator, DONE, (213-847-5026; Grayce.Liu@lacity.org; www.EmpowerLA.org).


MOTION (moved and seconded): to elect David Levin as the Secretary.

MOTION PASSED without any objections.

Minutes of the January 23, 2010 Meeting were distributed [and are available at www.ncbylawsdocuments.blogspot.com].


2. Bylaws Wireframe review, including of the previously distributed “Before We Begin . . .” sections “Principles for Creating Good Bylaws” and “Some Additional Tools for Governance.”  Bob Gelfand reviewed the last (January 23, 2010) Bylaws Task Force Meeting.


MOTION (by Mr. Gelfand and seconded): to accept this Meeting’s Agenda.

MOTION PASSED without any objections.


3. Discussion of Bylaws principles
There was discussion regarding the purpose of Bylaws, including which principles to recommend and in what document(s) to place them.  The principles include transparent, inclusive, collaborative, accountable, and viable.

MOTION (by BongHwan Kim, and seconded): the Bylaws Task Force recommends requiring a collection of principles (transparent, inclusive, collaborative, accountable, and viable) to be included as an essential element in every Neighborhood Council Bylaws as a Mission/Vision statement.

AMENDMENT to the MOTION (by Stuart Simen and seconded): To remove the word “Vision” from the Main Motion.

DISCUSSION: There was discussion regarding the above proposed Amendment.

AMENDMENT to the MOTION PASSED.

AMENDED MOTION PASSED with 15 in favor and one opposed.  The Passed Motion reads, “the Bylaws Task Force recommends requiring a collection of principles (transparent, inclusive, collaborative, accountable, and viable) to be included as an essential element in every Neighborhood Council Bylaws as a Mission statement.


MOTION (by BongHwan Kim, seconded by Doug Epperhart): the Bylaws Task Force recommends that a Neighborhood Council Bylaws section of principles (transparent, inclusive, collaborative, accountable, and viable) be titled “Principles of Governance.”

MOTION PASSED by a hand vote.


4. Discussion of Bylaws Wireframe

MOTION (by BongHwan Kim, seconded by Ivan Spiegel): the Bylaws Task Force recommends placing a section titled “Principles of Governance” in Article One of every Neighborhood Council Bylaws.

DISCUSSION: There was discussion regarding the above proposed Motion.

MOTION PASSED unanimously by a hand vote.


There was extensive discussion regarding the proposed Neighborhood Council Bylaws “Wireframe” Article Two, “Governing Board.”

MOTION (by Doug Epperhart, seconded by BongHwan Kim): the Bylaws Task Force recommends that Neighborhood Council Officers be elected by their Governing Board.

DISCUSSION: There was extensive discussion.  Darren Martinez counseled that Bylaws changes can be accomplished in various ways.  It was discussed whether and how much to specify Governing Board preferences or requirements in Bylaws.  Bob Gelfand reminded that the purpose of the Bylaws Task Force is to make recommendations to BONC.  Mr. Epperhart clarified that the point of the Motion is to prevent, not punish, problems.  Various Neighborhood Council Board Officer situations and experiences were related and discussed.  There was extensive discussion regarding how Neighborhood Councils could implement this recommendation.

MOTION to TABLE this Item (by Ed Novy and seconded).

MOTION to TABLE FAILED by a hand vote with four in favor and more than four opposed.

MAIN MOTION PASSED unanimously by a hand vote.


Break – There was a brief recess.


Continued 4. Discussion of Bylaws Wireframe
There was discussion regarding proposed Neighborhood Council Bylaws “Wireframe” Article Three, “Officers,” especially regarding removal of Officers.  It was agreed that the main reasons for removal are non-attendance, bad behavior and incompetence.  Darren Martinez cautioned that Bylaws need to have “objective, measurable criteria” regarding Officer removal, especially a responsibilities list; he recommended contacting the City Attorney’s Office so that a Neighborhood Council “will be protected if there’s a lawsuit,” noting that there’re court cases regarding “people that are disruptive to the organization.”  There was extensive discussion regarding Neighborhood Council Board Meeting management and options regarding obstructive behavior.

MOTION (by Ivan Spiegel, seconded by Doug Epperhart, then Amended by Doug Epperhart and seconded by Ana McBride): the Bylaws Task Force recommends that Neighborhood Council Bylaws specify that any Board Member who misses ___ regularly scheduled consecutive Neighborhood Council Governing Board Meetings or, optionally, ___ total Governing Board Meetings during any 12-month period will be automatically removed from the Board.  Also, that each Neighborhood Council Board Member absence be recorded in the Neighborhood Council’s Board Meeting Minutes, and that, upon missing the required number of Board Meetings for removal, the Neighborhood Council Presiding Officer shall notify the Board Member who has failed to comply with this Bylaws provision and provide notice to that Board Member that their seat has been declared vacant.

[Note: the above Motion included the two blank lines.]

MOTION PASSED unanimously.


MOTION (by Bob Gelfand, seconded by Ana McBride): the Bylaws Task Force refers to the City Attorney’s Office to research and report back to the Bylaws Task Force regarding suggested Neighborhood Council Bylaws language regarding removal of Board Members by Board Members and Stakeholders due to failure to perform and bad behavior.

MOTION PASSED unanimously.


BongHwan Kim, John Kim and Daniel Gatica had to leave at this time.


MOTION (by Ana McBride, seconded by Ed Novy): the Bylaws Task Force recommends that all subheadings of the Bylaws “Wireframe” Article Three “Officers” shall be part of each Neighborhood Council Bylaws.

DISCUSSION: There was discussion and examples were given regarding Neighborhood Council Board powers, which are optional, and duties, which are obligations, and which powers and/or duties would be good to include in a Neighborhood Council Bylaws and/or Board Rules.

MOTION PASSED with one opposed.

A question was raised regarding how Officer vacancies can be filled.


DISCUSSION: There was discussion regarding what Neighborhood Council Governing Board Meeting parliamentary authority prevails, and where and how to state that in Neighborhood Council Bylaws.  It was agreed that it’s important to include voting procedures and what a quorum is in the Neighborhood Council Bylaws.  Bob Gelfand reviewed some basic Robert’s Rules of Order regarding voting requirements.  Grayce Liu reminded that DONE recommends that it’s not necessary for a Neighborhood Council to use Robert’s Rules of Order as a parliamentary authority.  There was discussion regarding possible quorum sizes.  Doug Epperhart counseled that a quorum can be whatever a Neighborhood Council Board decides.

MOTION (by Ivan Spiegel, seconded by Ana McBride): the Bylaws Task Force recommends, per Bylaws “Wireframe” Article Four, “Meetings,” that Neighborhood
Council Bylaws must state what a quorum is and how voting action is to be taken by the Governing Board.


MOTION PASSED unanimously.

Grayce Liu recommended considering what makes an official Meeting, especially if a Neighborhood Council has consistent difficulty getting a quorum.


MOTION (by Doug Epperhart, seconded by Ivan Spiegel): the Bylaws Task Force recommends that any Meeting of a Neighborhood Council Governing Board, scheduled and Noticed as per the Brown Act, shall constitute a Meeting for the purpose of determining Board Member attendance.

DISCUSSION: Some Board Members have boycotted Meetings in order to prevent a quorum being reached, then claimed that their failure to attend is not an absence, due to the lack of a lawfully conducted Meeting.  The Motion is intended to apply not only to Meetings which are lawfully held, but also to scheduled Meetings which fail to reach a quorum, to correct this "gaming" of the system.

MOTION PASSED with one opposed.


MOTION (by Bob Gelfand, and seconded): the Bylaws Task Force recommends that the subheadings of Bylaws “Wireframe” Article Four, “Meetings” shall be considered essential elements to include in Neighborhood Council Bylaws.

MOTION PASSED unanimously.


Doug Epperhart reported that he, BongHwan Kim and Ana McBride, of the Bylaws Task Force Finance Committee, have written language for the Task Force to consider at a future Task Force Meeting regarding Neighborhood Council financial actions, and Neighborhood Council records accountability and availability to the public.

MOTION (by Stuart Simen, seconded by Beatrice Jett): to postpone discussion regarding Bylaws “Wireframe” Article Five, “Finances,” until the next Bylaws Task Force Meeting.

DISCUSSION: There was discussion regarding whether and how much to discuss Bylaws “Wireframe” Article Five, “Finances,” at this time, or to postpone it.

MOTION PASSED by a straw vote indicating that a consensus of the Task Force supported postponement.


MOTION (by Doug Epperhart, and seconded): for Doug Epperhart to write additional language for Bylaws “Wireframe” Article Five, “Finances,” for the next Bylaws Task Force Meeting.

MOTION PASSED without any objections.


There was discussion regarding how the Task Force could handle discussion and action regarding Bylaws “Wireframe” Article Six, “Elections.”

MOTION (by Ana McBride, seconded by Beatrice Jett): the Bylaws Task Force recommends that the subheadings of Bylaws “Wireframe” Article Six, “Elections” shall be considered essential elements to include in Neighborhood Council Bylaws.

MOTION PASSED unanimously.


It was agreed to address Bylaws “Wireframe” Article Eight, “Amendments,” at a future Bylaws Task Force Meeting.


5. Discussion of Parliamentary Authority
[This Item was not separately discussed at this Meeting.]



6. How to set an Agenda
[This Item was not discussed at this Meeting.]


It was agreed that the next three Neighborhood Council Bylaws Task Force Meetings will be on Saturdays, February 20th, February 27th and March 13, 2010 [9:30 a.m. – 1:00 p.m.], at places to be determined [see http://ncbylaws.blogspot.com].

Bob Gelfand ADJOURNED the Meeting without any objections at 1:17 p.m.

[Chair Mr. Gelfand notes that, for Bylaws Task Force Meeting coffee and donuts, $41.98 has been spent, while $36.00 has been collected.]

Minutes written by DL.