Third Meeting Minutes: February 20, 2010

Minutes of the
NEIGHBORHOOD COUNCIL BYLAWS TASK FORCE
Saturday, February 20, 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.  Minutes of the February 6, 2010 Meeting were available and are also available, as are all the Bylaws Task Force Meeting Minutes and other documents, at www.ncbylawsdocuments.blogspot.com.

Mr. Gelfand reviewed Bylaws Task Force progress and process, including the “Bylaws `Wireframe’ and Questions.”  See www.ncbylaws.blogspot.com.  A Recommendations Report will be submitted to DONE.

It was requested and agreed to consider, at a future Meeting, the definition of a Stakeholder.

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

MOTION PASSED by a unanimous hand vote.

MOTION (by Mr. Simen, seconded by Terrence Gomes): to accept the Minutes of the February 6, 2010 Bylaws Task Force Meeting, as written.

MOTION PASSED without any objections.

The 19 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); Daniel Gattica, L.A. Board of Neighborhood Commissioners (BONC) Commissioner (213-485-1360; Daniel.Gatica@LACity.org); and Leyla Campos, Field Director of Operations, L.A. Dept. of Neighborhood Empowerment (DONE) (213-485-1360; Leyla.Campos@LACity.org; www.EmpowerLA.org).


1. Finance
Doug Epperhart distributed an “NC Bylaws Group Finance Article Subcommittee” handout “for your consideration.”

MOTION (by Ana McBride, seconded by Mr. Epperhart): to adopt the following language for the Bylaws Wireframe Article Five “Finances” Section:
1.    Neighborhood Councils shall review their current fiscal budget and make adjustments as needed to comply with City laws and City administrative rules on the use of public funds, and to keep in compliance with Generally Accepted Accounting Principles and DONE’s mandate for the use of standardized budget and minimum funding allocation requirements.
2.    The Council shall adhere to all rules and regulations promulgated by appropriate City officials regarding the Council’s finances.
3.    All financial accounts and records shall be available for public inspection and posted on the NC website, if available.
4.    At least once each quarter, the Treasurer shall provide detailed reports of the Council’s accounts.
5.    At least once each quarter, the President and at least one other individual designated by the Governing Board shall examine the council’s accounts and attest to their accuracy.

DISCUSSION: Concern was expressed regarding Board Member accountability.  Language suggested by BongHwan Kim, DONE General Manager, was agreed to be redundant of the above language.  DONE’s “minimum funding allocation requirements” were discussed.

AMENDMENT to the MOTION (by Ivan Spiegel, accepted by Mr. Epperhart): to add the wording “, other than the Treasurer,” to #5 above, so that it would read “5. At least once each quarter, the President and at least one other individual, other than the Treasurer, designated by the Governing Board shall examine the council’s accounts and attest to their accuracy.”

DISCUSSION: Section #2’s “appropriate City officials” means City officials who have authority over NCs.

AMENDMENT to the MOTION (by Ed Novy, accepted by Mr. Epperhart): to delete the Section #1 phrase “on the use of public funds.”

DISCUSSION: Darren Martinez noted that “NCs are already required to comply with GAAP [Generally Accepted Accounting Principles].”  There was discussion regarding the value of and whether to have redundancy in the Subcommittee’s recommendations.

AMENDMENT to the MOTION FAILED with three in favor and the remaining attendees opposed.

AMENDMENT to the MOTION (by Ed Novy, seconded by Marlene Savage): to add the sentence “The Treasurer must have accounting training” to Section #5 above.

DISCUSSION: There was discussion regarding what the training could/would be, who would administer it, who would consider the training sufficient, and more.  One participant urged that all Board Members be required to take training before becoming Board Members.

SUBSTITUTE MOTION (by Mr. Epperhart, seconded by Mr. Simen): a Neighborhood Council’s Governing Board may adopt Standing Rules.

DISCUSSION: This language would be in “Wireframe” Article Two, “Governing Board.”

SUBSTITUTE MOTION PASSED by a unanimous hand vote.

Note: the Substitute Motion replaces the above unvoted-upon Motion and two Amendments.


2. City Attorney: removal language
Mr. Martinez, in response to a request made at the previous meeting, discussed the legal issues regarding removal of Board Members by the Governing Board.  He distributed a handout of Board Member removal language from the Bylaws of the Studio City and Hollywood Hills West NCs.  He explained that removal can be a “petition process or at the Board level.”  The “property rights” concept does not apply to volunteer Board Members.  “Including, but not limited to” is a recommended phrase; “disruptive conduct” and “violations of duties as specified in the Bylaws” can be added.  There was discussion regarding different violations.  The phrase “egregious violations of Parliamentary Procedure” was suggested.  Mr. Martinez explained that differences of opinion and personality are not reasons for removal, and that there are limits of NC responsibilities and abilities to remove a Board Member; certain Board decisions can be considered libel or slander.  He distinguished between removal of a Board Member and removal of a Committee Member.  Mr. Gelfand reminded that Board Members are elected by the public, while Committee Members are not.

MOTION (by Mr. Epperhart and seconded): to adapt the Studio City Neighborhood Council removal language format, adding the phrase “for cause” and deleting the first paragraph.  The recommended language is as follows:

“Removal of a Board Member
A Board Member may be removed from the Board for good cause, including, but not limited to, disruptive conduct; interfering with Neighborhood Council business; violations of the Bylaws, Operating Procedures or Code of Conduct following a Board Member’s or Stakeholder’s submission to the Board of a petition which:

1)    identifies the Board Member to be removed;
2)    states the reason for removal in reasonable detail; and
3)    contains the signatures of at least three (3) Board Members or fifty (50) Stakeholders.

The petition shall be delivered simultaneously to all Board Members and the matter placed on the Agenda in compliance with the Brown Act and scheduled for a vote at the next regular Board Meeting.

A vote of No Confidence by a two-thirds (2/3) majority of the attending Board Members shall be necessary to remove the identified Board Member forthwith.  The Board Member who is the subject of the removal action shall have the right to deliver to Board Members a written statement about the matter and/or to speak at the Board Meeting prior to the vote, but shall not be counted as part of the quorum, nor allowed to vote on the matter.  If a quorum of the Board is not present, the matter shall be placed on the Agenda of the next regular Board Meeting, and every Meeting thereafter, until such time as a vote is taken.  The Board will consult with its legal advisor, the Office of the City Attorney, throughout the removal process.”

MOTION PASSED by a unanimous hand vote.

MOTION (by Mr. Gelfand, seconded by many): the Bylaws Task Force recommends that every NC Bylaws include, under Article Two, “Governing Board,” a section titled, “Removal of Governing Board Members.”

MOTION PASSED by a unanimous hand vote.

There was discussion regarding Brown Act violations and possible enforcement.


Recess – There was a short recess.


3. Parliamentary Procedure

MOTION (by Mr. Gelfand, seconded by Mr. Simen): Neighborhood Council Bylaws shall include, under Article Four, “Meetings,” that “Robert’s Rules of Order, Revised” shall be the prevailing Parliamentary Authority; “Rosenberg’s Rules of Order” may be used; when “Rosenberg’s” doesn’t apply, “Robert’s Rules” will be the Parliamentary Authority.

DISCUSSION: There was discussion regarding the usability and advisability of designating a particular Parliamentary Authority.  Leyla Campos reminded that an NC’s Bylaws supersede Parliamentary Authority.  Mr. Epperhart suggested and it was agreed to provide a hierarchy of precedence of governing.  It was agreed that the essence of Parliamentary Authority is to 1) protect the rights of attendees and unheard voices; and 2) assist in having orderly meetings.

SUBSTITUTE MOTION (by Mr. Simen, seconded by Mary Garcia): Neighborhood Council Bylaws must state a Parliamentary Authority.

SUBSTITUTE MOTION AMENDMENT (by Mr. Epperhart, seconded by Beatrice Jett): to add the phrase, “such as Robert’s Rules of Order or Rosenberg’s Rules of Order,” so that the Substitute Motion would read as follows: “Neighborhood Council Bylaws must state a Parliamentary Authority such as Robert’s Rules of Order or Rosenberg’s Rules of Order.”

AMENDMENT PASSED by a unanimous hand vote.

SUBSTITUTE MOTION PASSED by a unanimous hand vote.


4. Grievances
Mr. Epperhart distributed a “Proposed [NC] Grievance System” handout and read the Coastal San Pedro NC Bylaws Section regarding the Grievance process, as follows: “Disagreement with legitimately determined policies or positions of CSPNC shall not be considered a grievance for the purposes of this section.  An allegation that a person’s or group’s rights under the By-laws or under the ordinances of the City of Los Angeles have been violated shall be the legitimate subject of the grievance procedure system.”  Mr. Martinez noted that “it’s been very difficult to get volunteers . . . to do this.”  There was discussion regarding acceptance and enforcement of a Grievance system.  Ms. Campos distributed an “Adoption of a [NC] City Wide Grievance and Election Challenges Policies – Draft Discussion Document.”

MOTION (by Ana McBride, seconded by Mr. Spiegel): to POSTPONE this Item until the next Bylaws Task Force Meeting.

MOTION PASSED by a unanimous hand vote.


5. February 19th Meeting with the Deputy Mayor
[This Agenda Item was addressed before Item #1.]  Mr. Gelfand reviewed the February 19th meeting of some NC Board Members and supporters with L.A. Deputy Mayor Larry Frank.  DONE may become a section of the Community Development Department.  The NC annual funding level is to be determined.  NC rollover funds will be swept back into the City General Fund in thirds, with the last third being swept on April 20th; NC allocations must be documented by then.  Prior expenditure records will be considered; the Mayor’s Office is “very supportive” of the BudgetLA funding program proposal.


6. Request to Reconsider Motion
[This Agenda Item was addressed after Item #4.]

MOTION (by Ms. Garcia, seconded by Mr. Epperhart): to RECONSIDER the Motion Passed at the February 6th Meeting, in Item #4, the second Motion, as follows:

“the Bylaws Task Force recommends that Neighborhood Council Officers be elected by their Governing Board.”

MOTION to RECONSIDER PASSED with one opposed.


7. Filling Board vacancies
This Item was not addressed at this Meeting.


Mr. Gelfand declared and it was agreed to adjourn the Meeting at 1:05 p.m.

Minutes written by DL.