Bylaws

Bylaws of the
MAR VISTA COMMUNITY COUNCIL
Approved by Mar Vista Community Council on January 8, 2013
Amendments approved by Department of Neighborhood Empowerment on August 1, 2013
Amendments Approved by Department of Neighborhood Empowerment on January 26, 2014
Amendments Approved by Department of Neighborhood Empowerment on June 1, 2015
Table of Contents
Article I NAME……………………………………………………….. 3
Article II PURPOSE……………………………………………………. 3
Article III BOUNDARIES……………………………………………….. 3
Section 1: Boundary Description
Section 2: Internal Boundaries
Article IV STAKEHOLDER……………………………………………… 4
Article V GOVERNING BOARD………………………………………. 4
Section 1: Composition
Section 2: Quorum
Section 3: Official Actions
Section 4: Terms and Term Limits
Section 5: Duties and Powers
Section 6: Vacancies
Section 7: Absences
Section 8: Censure
Section 9: Removal
Section 10: Resignation
Section 11: Community Outreach
Article VI OFFICERS…………………………………………………… 6
Section 1: Officers of the Board
Section 2: Duties and Powers
Section 3: Selection of Officers 1
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Section 4: Officer Terms
Article VII COMMITTEES AND THEIR DUTIES……….……….…… 7
Section 1: Standing
Section 2: Ad Hoc
Section 3: Committee Creation and Authorization
Article VIII MEETINGS……………….…………………………….… 7
Section 1: Meeting Time and Place
Section 2: Agenda Setting
Section 3: Notifications/Postings
Section 4: Reconsideration
Article IX FINANCES……….……….……………………….....…… 8
Article X ELECTIONS……….……….………………...…………… 9
Section 1: Administration of Election
Section 2: Governing Board Structure and Voting
Section 3: Minimum Voting Age
Section 4: Method of Verifying Stakeholder Status
Section 5: Restrictions on Candidates Running for Multiple Seats
Section 6: Other Election Related Language
Article XI GRIEVANCE PROCESS….………………………………… 10
Article XII PARLIAMENTARY AUTHORITY………………………… 10
Article XIII AMENDMENTS…………………………………….………. 10
Article XIV COMPLIANCE…………………………….………………… 11
Section 1: Code of Civility
Section 2: Training
Section 3: Self-Assessment
ATTACHMENT A – Map of Neighborhood Council………….…………… 12
ATTACHMENT B - Governing Board Structure and Voting………………. 13
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MVCC BYLAWS APPROVED 1.26.2014
Article I
NAME
The name of this organization shall be the Mar Vista Community Council.
Article II
PURPOSE
The mission of the Mar Vista Community Council (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 MVCC area with officials of the City of Los Angeles and other governmental and non-governmental entities.
The goals and objectives of the MVCC shall be as follows:
A. To offer a forum to permit MVCC stakeholders to collaborate and deliberate on matters of interest to the community;
B. To be an advocate for the MVCC 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 MVCC activities; and
F. To interact with other neighborhood councils on issues of mutual concern and participate in citywide neighborhood conventions.
Article III
BOUNDARIES
Section 1: Boundary Description
The MVCC represents Stakeholders within the following geographic boundaries (see Attachment A):
 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)
Note: Venice High, Mark Twain Junior High, Walgrove Elementary and Beethoven Elementary, shall be considered an overlap area with the neighborhood council established by the Venice Neighborhood Council.
Section 2: Internal Boundaries
Geographic Zones: The Zones shall be defined as:
 Zone 1. South of National Blvd., North of Charnock Rd., East of the 405 freeway, West of Overland Ave.;
 Zone 2: South of the 10 freeway, North of National Blvd., East of Centinela Ave., West of 405 freeway; 3
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 Zone 3: South of National Blvd., North of Palms Blvd., East of Centinela Ave., West of 405 freeway;
 Zone 4: South of Palms Blvd., North of Venice Blvd., East of Centinela Ave., West of 405 freeway;
 Zone 5: South of Venice Blvd., North of Culver City, East of Centinela Ave., West of Sawtelle Blvd.; and
 Zone 6: South of Santa Monica Airport, North of Washington Blvd., East of Walgrove Ave., West of Centinela Ave.
Article IV
STAKEHOLDER
Neighborhood Council membership is open to all Stakeholders within the stated boundaries. “Stakeholders” shall be defined as those who live, work or own real property in the neighborhood and also to those who declare a stake in the neighborhood as a community interest stakeholder, defined as a person who affirms a substantial and ongoing participation within the Neighborhood Council’s boundaries and who may be in a community organization such as, but not limited to, educational, non-profit and/or religious organizations.
Article V
GOVERNING BOARD
Section 1: Composition
Number of Directors: The Board shall be comprised of thirteen (13) Directors, including the five (5) officers described in Article V. Of the thirteen (13) Directors, one (1) shall be elected "Community" Director, six (6) shall be elected "At-large" Directors and six (6) shall be elected "Zone" Directors.
Section 2: Quorum
Quorum. A quorum for meetings of the Board shall consist of seven (7) Directors. No business shall be conducted without a
quorum.
Section 3: Official Actions
Voting: Subject to the presence of a quorum, a majority vote of the Directors present, not including abstentions shall prevail, except that a two-thirds (2/3) vote of the Directors currently serving on the Board (Full Board) shall be required to remove a Director or an officer of the Board of Directors.
Section 4: Terms and Term Limits
Term of the Directors: The term of office for Directors shall be two (2) years or until a new Director is Installed. 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.
Section 5: Duties and Powers
Duties and responsibilities: The duties and responsibilities of the MVCC Board of Directors shall be as follows:
A. To carry out the goals and objectives of the MVCC;
B. To authorize or approve all business of the MVCC;
C. To direct and control MVCC activities; and
D. To ensure the ethical and financial integrity of the MVCC.
The MVCC shall follow fair and open procedures for conducting its business. 4
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The MVCC and all committee chairs and vice-chairs and its participants shall avoid conflicts of interest. In situations in which a conflict of interest exists, the involved Director, committee chair or vice chair shall report the conflict to the Board and not participate in the decision-making process on that issue
No individual or group may speak on behalf of the MVCC or represent the MVCC without the prior authorization of the MVCC Board of Directors.
MVCC shall not endorse candidates for political office or ballot propositions. MVCC shall not work on behalf of, or in opposition to, any candidate for political office or for any ballot proposition. MVCC Directors shall not use their Mar Vista Community Council affiliation in personal endorsements of political candidates or any ballot proposition.
The Board of Directors may delegate management of the day-to-day operation of the business of the MVCC to a committee, person or staff, provided that all duties, powers, activities and affairs of the MVCC are exercised under the ultimate direction and control of the Board of Directors.
Minutes, election and financial records and other official records of the MVCC 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.
Section 6: Vacancies
A vacancy shall be deemed to exist upon the occurrence of either of the following:
A. The death, resignation or removal of any Director; or
B. Insufficient number of candidates available to fill all Director positions.
In the case of a vacancy, the Chair shall appoint a Stakeholder to fill that vacancy in accordance with the following procedure. The Chair shall announce the vacancy, along with the procedure for filling said vacancy:
A. at the next regular MVCC Board meeting
B. by placing a notice on the MVCC website
C. by special email announcement to the general MVCC stakeholder email list.
If the time remaining for the vacant seat’s term of office is one hundred and twenty (120) days or less, the seat shall remain vacant until the next election. If the time remaining for the vacant seat’s term of office is more than one hundred and twenty (120) days:
A. The Chair shall, at the time of making the announcement, require that any Stakeholder interested in being considered to fill the vacancy submit a statement of candidacy to the Chair. These submissions shall be made within a twenty-five (25) day time period following the announcement of the vacancy.
B. All candidates must comply with the requirements of Article X Section 6 of these Bylaws.
C. The names of those submitting said statements will be placed on the agenda of the next regular Board meeting following such submission.
D. Those Stakeholders whose names are submitted may, at the Board meeting, give a statement in support of their candidacy.
E. After statements have been made, the Chair shall appoint a Stakeholder from the list of submitted names subject to approval by a majority vote of the Directors in attendance.
F. If the first appointed Stakeholder does not receive the approval a majority vote of the Directors in attendance, the Chair shall then appoint another Stakeholder from the list of submitted names subject to the approval by a majority vote of the Directors in attendance.
G. If the Chair’s second appointee is not approved by a majority vote of the Directors in attendance, the Chair shall then make the appointment from the complete submitted list of candidates, which appointment shall be final and shall not be subject to the approval of the Board of Directors.
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Section 7: Absences
Absence from three (3) consecutive meetings without notification may subject a Director to removal.
Section 8: Censure (intentionally left blank)
Section 9: Removal
Removal of a Director: Reasons for Removal of a Director may include:
A. Inability to carry out his/her duties and responsibilities due to time limitations, illness and/or other personal obligations;
B. Absence from three (3) consecutive meetings without notification;
C. Failure to disclose a financial conflict of interest in a matter before the Board.
D. Violation of MVCC bylaws or rules.
E. The MVCC will consult with its legal counsel, the Office of the City Attorney, throughout this removal process.
Section 10: Resignation (intentionally left blank)
Section 11: Community Outreach (intentionally left blank)
Article VI
OFFICERS
Section 1: Officers of the Board
The officers shall be Chairperson (Chair), First Vice Chairperson (First Vice Chair), Second Vice Chairperson (Second Vice Chair), Secretary, and Treasurer.
Section 2: Duties and Powers
The duties of these officers are as follows:
A. Chairperson: The Chairperson (Chair) shall preside at meetings of the MVCC and the Board of Directors, and shall represent the MVCC, coordinate its affairs and prepare Board agendas. Subject to the approval of the Board, the Chair shall appoint and remove committee chairs and make such other appointments as may be necessary or desirable.
B. First Vice Chairperson: The First Vice Chairperson (FirstVice 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 MVCC 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 MVCC 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 oversee the finances of the MVCC to assure compliance with all Department of Neighborhood Empowerment (Department) and City of Los Angeles requirements and shall timely prepare and submit reports prescribed by the Department. The Treasurer shall maintain the MVCC financial records and a record of City 6
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Property under the control of the MVCC. The Treasurer shall report to the MVCC Board of Directors on the financial transactions of the MVCC at each regular meeting of the Board.
Section 3: Selection of Officers
Officers of the Board shall be elected by the Board and shall perform the duties prescribed by these bylaws and by Article XII, Parliamentary Authority.
The Election and Bylaws Committee shall oversee an election of Officers of the Board through the following process:
A. Conduct nominations for the various offices.
B. Conduct a roll-call vote for each office.
C. Determine and announce the Officers.
D. Install the newly elected Officers.
Section 4: Officer Terms
Officers shall serve one (1) year terms. Only a Director shall be eligible to serve as an officer. No officer shall hold more than one (1) 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 Full Board.
Article VII
COMMITTEES AND THEIR DUTIES
Section 1: Standing
Standing committees may include, but shall not be limited to the:
A. Executive/Budget and Finance Committee
B. Elections and Bylaws Committee
C. Outreach Committee
D. Transportation and Infrastructure Committee
E. Planning and Land Use Management Committee
F. Safety and Security Committee
G. Education, Arts and Culture Committee
Section 2: Ad Hoc (intentionally left blank)
Section 3: Committee Creation and Authorization
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.
All Committees, once established, are subject to the terms of the Brown Act for meetings, minutes, and notices of meetings and to Article XII, Parliamentary Authority.
Article VIII
MEETINGS
Section 1: Meeting Time and Place
A. Stakeholder Meetings: The purpose of the Stakeholder Meetings is to provide a forum for discussion of community issues. Stakeholder Meetings shall be held at the discretion of the Board. The agenda for all Stakeholder Meetings shall be 7
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determined at a meeting of the Board of Directors. Agenda and notice of Stakeholder Meetings shall be publicly posted at least seventy-two (72) hours prior to the meeting.
B. Annual Meetings. The purposes of the Annual Meeting are to annually elect Officers of the Board and to report to the Stakeholders on the activities of the MVCC during the past year and biannually install newly elected directors. The Annual Meetings shall be held in a location convenient to Stakeholders. In binannual election years the Annual Meeting shall be held within thirty (30) days after the election of Directors is officially certified and in the alternate years within thirty (30) days after the end of the current year.
C. Board Meetings. The purpose of the Board Meeting is to conduct the business of the MVCC and to plan future meetings. Board meetings shall be held on the second Tuesday of every month.
D. Special Meetings. Special Meetings of the Board may be called for a specific purpose, requiring consideration before the next regular Board Meeting. The Chair, or a minimum of two (2) Board members, may call a Special Meeting of the Board. Agenda and notice of such meeting shall be publicly posted at least twenty-four (24) hours before the scheduled meeting date. Such notice shall state the reasons for such a meeting, the specific business to be transacted at the meeting and the time and place of the meeting.
Section 2: Agenda
Board Meeting Agendas. An item shall be placed on the agenda by the Chair for the next meeting of the Board, upon the request of a Director.
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 ten (10) minutes.
Section 3: Notifications/Postings
The agenda and notice of Board Meetings shall be publicly posted at least seventy-two (72) hours prior to the meeting. At a minimum, meeting notices shall be posted in compliance with the Ralph M. Brown Act and in compliance with City of Los Angeles Neighborhood Council posting policy. An updated listing of the Neighborhood Council’s physical posting location/s shall be kept on file with the Neighborhood Council.
Section 4: Reconsideration (intentionally left blank)
Article IX
FINANCES
A. The Board shall review its fiscal budget and make adjustments as needed to comply with City laws and City administrative rules, and to keep in compliance with Generally Accepted Accounting Principles and the City’s mandate for the use of standardized budget and minimum finding allocation requirements.
B. The Board shall adhere to all rules and regulations promulgated by appropriate City officials regarding the MVCC’s finances, where the term “appropriate City officials” means those officials and/or agencies of the City of Los Angeles who have authority over Neighborhood Councils.
C. All financial accounts and records shall be available for public inspection and posted on the MVCC website, if available.
D. Each month, the Treasurer shall provide to the Board detailed reports of the MVCC accounts.
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E. At least once each quarter, the Chair and at least one (1) other individual other than the Treasurer, who is designated by the Board, shall examine the MVCC accounts and attest to their accuracy before submitting the documentation to the Department for further review.
F. The MVCC will not enter into any contracts or agreements except through the Department.
Article X
ELECTIONS
Section 1: Administration of Election
Election of Directors: The MVCC’S Election of Directors shall occur based on a two year cycle and shall be conducted pursuant to City ordinances and procedures pertaining to Neighborhood Council elections.
Section 2: Governing Board Structure and Voting
A. The "Community" Director shall be elected by Stakeholders.
B. The "At-large" Directors shall be elected by Stakeholders who live, work, or own property within the stated boundaries of the MVCC; and
C. The "Zone" Directors shall be elected by Stakeholders who live, work, or own property within their respective stated geographic Zone boundaries.
See Attachment B – Governing Board Structure and Voting.
Section 3: Minimum Voting Age
Only Stakeholders eighteen (18) years or older may vote for the election of Directors.
Section 4: Method of Verifying Stakeholder Status
Voters will verify their Stakeholder status through written self-affirmation.
Section 5: Restrictions on Candidates Running for Multiple Seats
A Director may not be a candidate for more than one (1) Director seat or occupy more than one (1) office.
Section 6: Other Election Related Language
Criteria for Candidates: Candidates for Director shall meet the following criteria:
A. Candidates must certify in writing that they are Stakeholders of the MVCC in accordance with these Bylaws and Election Procedures approved by the City as follows:
 The "Community" Director candidates must be Stakeholders who live, work or own real property in the neighborhood and also those who declare a stake in the neighborhood as a community interest stakeholder, defined as a person who affirms a substantial and ongoing participation within the Neighborhood Council’s boundaries and who may be in a community organization such as, but not limited to, educational, non-profit and/or religious organizations.
 The "At-large" Director candidates must be a Stakeholder who lives, works, or owns property within the stated boundaries of the Council;
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 The "Zone" Director candidates must be a Stakeholder who lives, works, or owns property within their respective stated Geographic Zone boundaries.
B. To support their candidacy, each candidate must obtain twenty (20) signatures from MVCC Stakeholders that are eligible to vote for the candidate.
C. Candidates must follow these Bylaws, approved Election Procedures , and MVCC Standing Rules
D. Candidates must be eighteen (18) years of age or older.
Article XI
GRIEVANCE PROCESS
Any grievance by a Stakeholder must be submitted to the Board of Directors. The Board of Directors may then refer the matter to an
ad hoc grievance panel comprised of three (3) Stakeholders who are randomly selected by the MVCC 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 shall
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.
In the event that a grievance cannot be resolved through this grievance process, then the matter may be referred to the Department
for consideration or dispute resolution in accordance with the Plan for a Citywide System of Neighborhood Councils. The Neighborhood Council will follow the City’s policy and/or rules regarding the handling of grievances.
Article XII
PARLIAMENTARY AUTHORITY
Board Meetings are open to the public and shall be conducted in accordance with the provisions of the California Brown Act.
The MVCC shall use Robert’s Rules of Order, as revised. Additional rules and/or policies and procedures regarding the conduct of the meetings may be developed and adopted by the Board and those would be found in MVCC Standing Rules.
Article XIII
AMENDMENTS
Amendment of these bylaws requires a two-thirds (2/3) vote of the Directors in attendance. Once approved by the Council at the first reading, the amendment must be approved, in writing, by the Department of Neighborhood Empowerment (DONE) before it is read the second time, and affirmed by a two-thirds (2/3) vote of the Directors in attendance. The purpose of the second reading is to inform the Mar Vista stakeholders of the changes to the bylaws.
At the time of the second reading/ vote by the board, the bylaws shall have been finalized by the Department as the amended bylaws of the Neighborhood Council and can neither be altered, nor finalized by the board. Therefore, a failure to reach the 2/3 threshold for the 2nd vote will not affect the bylaws as finalized by the Department.
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Article XIV
COMPLIANCE
Section 1: Code of Conduct
The MVCC, its Board of Directors, and committee chairs shall abide by a code of ethics, civility and conduct that conforms to all applicable federal, State of California and City of Los Angeles laws and ordinances, including but not limited to LAMC 49.53.1 et.seq. (The City of Los Angeles Governmental Ethics Ordinance.) Board members will abide by the Commission’s Neighborhood Council Board Member Code of Conduct Policy.
Section 2: Training
All board members must take ethics and funding training prior to making motions and voting on funding related matters.
Section 3: Self-Assessment (intentionally left blank)
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ATTACHMENT A – Map of Mar Vista Community Council
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ATTACHMENT B - Governing Board Structure and Voting
Mar Vista Community Council – 13 Board Seats
BOARD POSITION
# OF SEATS
ELECTED OR
APPOINTED?
ELIGIBILITY TO RUN FOR
THE SEAT
ELIGIBILITY TO VOTE FOR THE SEAT
Zone Directors (Zones 1-6) Term: 2 Years
6
Elected
Stakeholders 18 years or older who live, work or own property within the stated geographic boundaries of a Zone and who obtain signatures in support of his/her candidacy from 20 MVCC Stakeholders eligible to vote for the candidate.
Stakeholders 18 years or older who live, work or own property within the stated geographic boundaries of a Zone.
At-Large Directors
Term: 2 Years
6
Elected
Stakeholders 18 years or older who live, work or own property within the stated boundaries of the MVCC and obtain 20 signatures of MVCC Stakeholders to support his/her candidacy.
Stakeholders 18 years or older who live, work or own property within the stated boundaries of the MVCC.
Community Director
Term: 2 Years
1
Elected
Stakeholders 18 years or older who live, work or own property in the neighborhood and also community interest stakeholders who obtain 20 signatures of MVCC Stakeholders to support his/her candidacy.
Stakeholders 18 years or older.
© Copyright 2009-2011 Mar Vista Community Council. All Rights Reserved. 13
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