HomeMy WebLinkAboutUkiah Valley Basin Groundwater Sustainability Bylaws - Including TAC r T
UKIAH VALLEY BASIN GROUNDWATER
SUSTAINABILITY AGENCY
4(Uh- .4
BYLAWS
ADOPTED BY: Board of Directors
ADOPTED: November 9. 2017
These Bylaws are adopted and effective as of November 9, 2017, pursuant to the Joint Powers
Agreement of the UKIAH VALLEY BASIN GROUNDATER SUSTAINABILITY AGENCY.
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Table of Contents
PREAMBLE............... .............. .. ...................................................................................-.................3
ARTICLE 1.THE AGENCY............... ....... ...... ...........................................................................6..........3
1.1 NAME OF AGENCY............................. . .. . .. . ..........................................................................3
1.2 OFFICE OF AGENCY.................................. ... .. .... . .. .. ...... ........... ..... . . . . . . ....6......66....6.....3
13 POWERS. ..................6..................................................................................I.......................... .13
ARTICLE 2. BOARD OF DIRECTORS..............................................................................................I.......1.3
11 BOARD OF DIRECTORS....... . . ...................................................................................................3
2.2 PROCEDURE FOR APPOINTM ENT OF WARD MEMBERS...................................6.........................—3
ARTICLE 3- BOARD MEETINGS. .... .... ..... . ........ ......... ......................................................................4
3.1 MEETINGS.....................................................................................................6...........................4
3.2 QUO RUM.................................................. .............. ..... ,............................................ .... . .. .4
3.3 ORDER OF BUSINESS-6..............................................................................................................A
3.4AGENDA..................... .. .. ... ......................... ........................................................................4
3.5 ACTION BY THE BOARD. ... .. .. ... ...... . ..............,.....,..........................6.................................,.4
3.6 RIFLE OF ORDER.........................................................................................................................5
ARTICLE 4. OFFICERS.................. .. ......... ................. ,,.. . ,... ....... ... ....... .... ... ....... 5
4.10FFICER . ..................................................................... ........ .... ..... ........................ ..... . .....5
4.2 ELECTION OF OFFICERS.........6............................... .....—.—............ ............................ .......5
4.3 REMOVAL OF DIRECTORS.............................................
..............................................................5
A.A. REMOVAL OF OFFICERS..... .... .... .. ..... ... . .. .. ... .................... . . ........ ..............................5
4.5 VACANCIES..............................................................................................................................65
4,6 RESIGNATION OF OFFICERS..................................... .... ............. .... .................. ...... .... ...... ..5
43 RESPONSIBILITIES OF OFFICERS..................................... ..... ... ... .... ...... .... ..... ..... ..... . .....6
ARTICLE 5. BOARD COMMITTEES, WORKING GROUPS, ADVISORY COMMITTEES ANDTECHNICAL
ADVISORYCOMMiTT E E.................................................................................................................. ....6
5,1 INTERNAL BOARD COMMITTEES......................6....,.................................................................,...6
5.2 WORKING GROUPS.. ... ........ ....... .... .. . ... . ..........................................................................6
5.3 ADV I SO RY COMIITTEES... .... ..... ....... . .. . .... ..... . . ....... ... .. ....... - . . .... , .......6............6
S.4 TEC HN ICAL ADVISORY COMMIT7�{......................................6.................... .-. . . . . . , .. ............7
ARTICLE 6.AGENCY ADMINISTRATION, MA NAG EMI NT AND STAFFING .................................................S
6,1 COLLABORATIVE MANAGEMENT............................................................................... .........I......5
6.3TREASURER AN D CO NTROLLER...................................................................................................8
6.4LEGALCOUNSEL................................. .......... ..... .... .............. ................................................9
6.5 STAFFING, STRATEGY REVIEW UPON COMPLETION OF THE GROUNDWATER SU STAINABIUTY PLAN9
ARTICLE7. FINANCES..................................................... .... . . ,.. ...... ............... . .. ............ -. ...........9
7.1 DEPOSIT AN D DISBd.I RSEMENT OF FVNDS..................................................................•......,,........9
7.2 SU DG ET.............. ... ...... ..... ... .... ... ................................................................. ...... ...........10
7.3 CONTRACTS. ................................................................................................."...10
7A AG EN CY FUNDING AND CONTRIBUTIONS..................................................................................10
ARTICLE& SPECIAL PROJECTS., ........ „ ...................... ........ . ........ . ... .... ... .I... .... ......
UPRO)ECTS..............................................................................................,,..,,....,.....,...--,,...-.,.....10
8.2 MEMBER SPECIFIC PROIECTS. ..................................................................................................10
8.3 BOARD OF DIRECTORS APPROVAL............................................................................................14
ARTICLES. DEBTS AND LIABILITIES............................................................................. .... ...... . ... ...11
ARTICLE 10. RECORDS RETENTION.......... .... .... ......................................,,........,,................. ............11
10.1 MAINTENANCE OF THE AGENCY RECORDS..............................................................................11
10.2 RECORDS RETENTION POUCYAND SCHEDULE........................................................................Al
10,3 PU BUC RECORDS ACT IiEC 1€STS..................... ..• ,.............................
.,......--,,...--,... .. .11
ARTICLE 11. ETHICS AND CONFLICTS OF INTEREST..............................................................................11
ARTICLE 12- AMENDMENT................................................................................................................11
ARTICLE 13. DEFINIT]M AND CONSTRUCTION..................................................................................12
PREAMBLE
These Bylaws are adopted and effective as of October 12, 2017, pursuant to the Joint Powers
Agreement of the UKIAH VALLEY BASIN GROUNDWATER SUSTAINABILITY AGENCY(Agreement).
ARTICLE 1. THE AGENCY
1.1 NAME OF AGENCY. The name of the Agency created by the Agreement shall be the Ukiah Valley
Basin Groundwater Sustainability Agency(Agency).
1.2 OFFICE OF AGENCY. The principal office of the Agency shall be at the Mendocino County Water
Agency, 501 Low Gap Road, Room 1010, Ukiah, CA 95482, or at such other location as the Board may
designate by resolution.
1.3 POWERS.The powers of the Agency shall be as set forth in Article 5 of the Agreement.
ARTICLE 2. BOARD OF DIRECTORS
2.1 BOARD OF DIRECTORS.The Agency shall be governed by a Board of Directors (Board) as set forth
in Article 7 of the Agreement.
2.2 PROCEDURE FOR APPOINTMENT OF BOARD MEMBERS
2.2.1 Appointment.Each MemberAgency is responsible for appointing a Board Member and an
alternate Board Member, pursuant to its own procedures and authorities. The appointment shall be
made by Resolution.
2.2.2 Notification. Each Member Agency shall notify the Agency when it appoints or changes its
Board Member and/or alternate Board Member.
2.2.3 Tribal Member. The six (6) Tribes within the Ukiah Valley identified as Redwood Valley
Rancheria, Coyote Valley Reservation, Pinoleville Porno Nation, Potter Valley Rancheria, Guidiville
Rancheria and the Hopland Reservation, shall submit a letter nominating a Director and Alternative
Director. The Board shall confirm the nominee at a regular meeting and shall appoint the Tribal Director
upon simple majority vote of all Members.
2.2.4. Agricultural Member. The Agricultural Member shall meet the qualifications as described
in 7.1.2(a) of the Agreement. The Members shall be selected from a list of three (3) nominations
submitted from the Mendocino County Farm Bureau(MCFB), but the three (3) nominees need not be a
memberof the organization. The MCFB shall submit a nomination letter and completed applications of
all three nominees. The MCFB must use the application approved by the Board of Directions(Appendix
A). The Board shall consider the nominees at a regular meeting of the Board and may interview the
nominees. The Board shall appoint the Agricultural Member and alternate member upon simple
majority vote of all Member Directors.
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ARTICLE 3. BOARD MEETINGS
3.1 MEETINGS.The Board shall meet regularly, at least once perquarteron the second Thursday of the
first month of the quarter, at 1:30 PM, at Mendocino County Board of Supervisors Chambers, 501 Low
Gap Road, Room 1070, Ukiah, CA 95482 and as often as needed. Special meetings of the Board may be
called by the Chair or any four directors by written request. Board meetings shall be conducted in
compliance with all applicable laws,and as further specified herein.Meeting agendas shall be posted 72
hours before each meeting in compliance with the requirements of the Ralph M. Brown Act.
3.2 QUORUM.In determining a quorum as defined by Section 9.1 of the Agreement,Alternate Directors
attending meetings shall not be counted as part of any meeting quorum unless such Alternate Director
is formally representing an absent appointed Director.
3.3 ORDER OF BUSINESS. In general, at the regular meetings of the Board,the following will be the
order of business:
3.3.1 Call to Order.
3.3.2 Roll Call.
3.3.3 Approval of Minutes of the Previous Meeting.
3.3.4 Public Comment Period
3.3.5 Staff Updates.
3.3.6 Agenda Items, including any appropriate combination of consent items, regular business
items, public hearing items or closed session items.
3.3.7 Directors Reports.
3.3.8 Adjournment.
3.4 AGENDA. Members may submit items for the agenda at a minimum of seven (7) days prior to the
publication of the agenda for any regular meeting. The agenda shall be published seventy-two (72)
hours prior to regular board meeting and twenty-four (24) hours prior to a special board meeting in
accordance with the Brown Act. Agenda publication shall conform to all required provisions of the
Brown Act. Nothing herein shall prohibit the board from considering any late-submitted or emergency
item to the extent permitted by the Brown Act.
3.5 ACTION BY THE BOARD.Action by the Board on all resolutions or ordinances shall be taken using
a roll call vote and shall be recorded in writing, signed by the Chair, and attested to by the Secretary.All
other actions of the Board shall be by motion recorded in written minutes. The clerk or Chair in an
absence of a clerk shall announce the results of the vote including the names of the Directors, if any,
voting in the minority.
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3.6 RULE OF ORDER. All rules of order not otherwise provided for In these Bylaws or applicable
statute, regulation, or other law shall be determined, to the extent practicable, in accordance with
"Robert's Rules of Order;" provided, however, that no action of the Board shall be invalidated or its
legality otherwise affected by the failure or omission to observe orfollow "Robert's Rules of Order."
ARTICLE 4. OFFICERS
4.1 OFFICERS. The Officers of the Agency are the Chair,Vice-Chair, and Secretary,as provided for in
Article 10 of the Agreement.All Directors are eligible to serve as an Officer.The Chair and the Vice Chair
must be Directors.
4.2 ELECTION OF OFFICERS. At the first meeting of the Board, and every two (2) years hence,
nominations for the Officers will be made and seconded by a Director. If more than two Directors are
nominated for any one office, voting occurs until a nominee receives a majority of the votes cast.The
initial term of the elected Officers shall run from the date of their election to until the Board meeting
two years afterthe election.Thereafter,each Officer shall serve a term of two years. At the expiration of
the term, the Officer shall continue to fulfill the responsibilities of their office until such time as a
successor is appointed. An Officer may succeed himself/herself and may serve any number of
consecutive or non-consecutive terms.
4.3 REMOVAL OF DIRECTORS. Board Members and Alternate Board Members serve at the pleasure
of their appointing Member's governing board and may be removed or replaced at any time.
Stakeholder Directors that no longer meet the qualifications set forth in section 7.1 of the !PA will be
automatically removed from the Board of Directors. A Stakeholder Director may be removed or
reappointed by a simple majority vote of the Board. Upon removal of a Board Member,the Alternate
Board Member shall serve as the Board member until a new Board member is appointed.
4.4.REMOVAL OF OFFICERS. Prior to the expiration of their term,an officer maybe removed only by
a majority vote of the board or as a result of resignation,removal from or replacement on the board of
directors, or by operation of law.
4.5 VACANCIES.Anyvacancy in the offices because of death, resignation, removal, disqualification, or
any other cause will be filled for the balance of the vacated term in the manner prescribed in these
Bylaws for regular appointments to that office; provided, however,that such vacancies may be filled at
any regular or special meeting of the Board. Alternate Directors shall serve as the Board member until a
new Board member is appointed. Members shall submit any changes in Director or Alternate Director
positions to the Board of Directors or Executive Director by written noticed signed by an authorized
representative from the Member. The written noticed must include a Resolution of the governing board
of the Member directing such change in the Director or Alternative Director position.
4.6 RESIGNATION OF OFFICERS. Any Officer may resign at any time by giving written notice to the
Board Chair or Secretary. Any resignation takes effect at the date of the receipt of that notice or at any
later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the
resignation is not necessary to make it effective.
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4.7 RESPONSIBILITIES OF OFFICERS.
4.6.1 Chair of the Board. The Chair of the Board shall preside at meetings of the Board and
exercise and perform such other powers and duties as may be assigned to him/her by the Board or
prescribed by these Bylaws. The Chair shall have the power to enforce meeting decorum and rules of
order. The Chair shall rule on all questions of procedure, unless overruled by the Board.
4.7.2 Vice-Chairof the Board.The Vice-Chairof the Board shall fulfill all the duties of the Chair in
his/herabsence and exercise and perform such other powers and duties as may be assigned to him/her
by the Board.
4.7.3 Secretary. The Secretary shall perform duties assigned by the Board, such duties shall
include, but not be limited to, the following:
i. Book of Minutes. Keep or cause to be kept, at the principal executive office of the
Agency or such other place as the Board may direct, a book of minutes of all meetings and
actions of Directors and Committees of the Agency, with the time and place of holding the
meeting,whether regular or special, and,if special, how authorized,the notice given,the names
of those present and absent at such meetings and the proceedings of such meetings. Minutes
will be in the form of Action Minutes.
ii. Notices and Other Duties. Prepare, give, or cause to be given, notice of, and agendas
for, all meetings and/or hearings of the Board and committees of the Agency.
iii. Exercise and perform such other powers and perform such other duties as may be
assigned to him/her by the Board.
ARTICLE 5. BOARD COMMITTEES, WORKING GROUPS, ADVISORY COMMITTEES AND
TECHNICAL ADVISORY COMMITTEE
5.1 INTERNAL BOARD COMMITTEES. The Board may establish temporary or permanent Board
Committees composed of two (2) Board Members to facilitate conduct of its work. Temporary Board
Committees will have a specific charge and operational duration not to exceed six months and are not
subject to the Brown Act. All Board Committees will provide regular updates to the full Board about
their activities and the progress of their work.
5.2 WORKING GROUPS. Informal working groups may be formed from time to time to provide
opportunities for a small subset of Directors to work with staff on specific planning, analytical, or
community engagement activities.Such working groups will have a defined area as the focus for its work
and mayfunction forup to six months, and may include such membership as needed to accomplish the
objectives forwhich the working group was created,to the extent permitted by law.
5.3 ADVISORY COMMITTEES.Pursuant to Section 11 of the Agreement, the Board may establish one
or more advisory committees to assist in carrying out the purposes and objectives of the Agency.
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5.3.1 In establishing an Advisory Committee, the Board shall provide specific direction to the
Committee as to its charge, expected duration for completion of its charge, and a summary of the
resources, including staff or consultant support available to the Committee in performing its work.
5.3.2 Advisory Committee membership and appointments shall be at the Board's discretion
based on creatingthe membership needed to meet the purpose for which the Advisory Committee was
created.
5.3.3 The Board will ensure that at least one (1) member from the Board of Directors or Agency
employee attends and participates in each advisory committee meeting.
5.3.4 Any advisory committee shall exercise such powers as may be delegated to it, except that no
committee may:
i. Take any final action on matters which, under the Agreement, require approval by a
majority vote of the Board;
ii. Amend or repeal the Bylaws or adopt new Bylaws;
iii. Amend or repeal any resolution of the Board;or,
iv.Appoint any other committees of the Board or the members of these committees.
5.3.5 Advisory committees shall meet at the call of their respective committee chairs. All
advisory committee meetings shall be conducted in accordance with the Ralph M. Brown Act(California
Government Code sections 54950 et seq.).Minutes of committee meetings shall be recorded and upon
approval shall be distributed to the Board.
5.4 TECHNICAL ADVISORY COMMITTEE. Pursuant to Section 11 of the Agreement there shall be
established a technical advisory committee,the purpose of which shall be to provide advice to the Board
on issues of technical nature related to the activities of the Agency.
5.4.1 The technical advisory committee shall be comprised of at least one (1) representative of
each Member; one (1) representative for each of the Agricultural Stakeholders and the Tribal
Stakeholders; at least one (1) representative from the Sonoma County Water Agency;at least one (1)
representative from the Mendocino County Resource Conservation District; and at least one
representative from the California Land Stewardship Institute.
5.4.2 The technical advisory committee shall meet as directed by the Board of Directors, and
shall make recommendations to the Board of Directors as requested.
5.4.3 The role and responsibilities of the technical advisory committee will be established in a
Memorandum of Understanding between the Agency,the Mendocino County Resource Conservation
District, the Sonoma County Water Agency, and the California Land Stewardship Institute.
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5.4.3 Additional Members to the technical advisory committee may be added by
recommendation of the Board, followed by an amendment of the Memorandum of Understanding
signed by all parties.
5.4.4 The Technical Advisory committee shall exercise such powers as may be delegated to it,
except that no committee may:
i. Take any final action on matters which, under the Agreement, require approval by a
majority vote of the Board;
ii. Amend or repeal the Bylaws or adopt new Bylaws;
iii. Amend or repeal any resolution of the Board; or
iv.Appoint any other committees of the Board or the members of these committees.
5.4.5 Technical advisory committees may meet at the call of their respective committee chairs.
All advisory committee meetings shall be conducted in accordance with the Ralph M. Brown Act
(California Government Code sections54950 etseq.).Minutes of committee meetings shall be recorded
and distributed upon approval to the Board.
5.4.6 In the event that a technical advisory committee includes a quorum of the Board of
Directors, including alternates,then all meetings of that committee shall be noticed and treated as joint
meetings of the technical advisory committee and the Board of Directors.
ARTICLE 6. AGENCY ADMINISTRATION, MANAGEMENT AND STAFFING
6.1 COLLABORATIVE MANAGEMENT. Except for the Agency's Treasurer and Controller functions,
Agency administration and management will be determined by resolution of the board. The Agency
intends to initially utilize a collaborative staffing model in which the professional and technical staff of
the member agencies work together to providestaff leadership,management and administration of the
agency. The Board, however,shall have the authority to adopt such staffing solutions as it determines
appropriate to meet the Agency's needs and are consistent with the terms of the 1PA Agreement.
6.3 TREASURER AND CONTROLLER. The Treasurer shall be the depository and have custody of all
the money of the Agency from whatever source, and shall provide strict accountability of Agency funds
in accordance with Government CodeSections6505and 6505.5. The Treasurershall possessthe powers
of,and shall perform those functions required by Government Code Sections 6505, 6505.5, and all other
applicable laws and regulations, including any subsequent amendments thereto. The Controller of the
Agency shall cause an independent audit of the Agency's finances to be made by a certified public
accountant in compliance with California Government Code Section 6505. The Treasurer and Controller
shall comply strictly with the provisions of statutes relating to their duties found in Chapter 5
(commencing with Section 6500) of Division 7 of Title 1 of the California Government Code.
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6.3.1 Pursuant to Govern me nt Code section 6505.5, the Treasurer for the County of Mendocino
shall act as treasurer for the Agency.
6.3.1.1 Treasurer's Duties. Particularly, the Treasurer shall perform, but not be limited to, the
following duties:
i. Books of Account. Keep and maintain,or cause to be kept and maintained, adequate
and correct books and records of accounts of the properties and business transactions of
Agency,including accounts of its assets,liabilities, receipts,disbursements,gains,losses, capital,
retained earnings,and other matters customarily included in financial statements.The books of
account will be open to inspection by any Director at all reasonable times.
ii. Deposit and Disbursementof Money and Valuables.Consistent with the provisions of
Article 12 of the Agreement, deposit all money and other valuables in the name and to the
credit of the Agency within such depository funds and accounts as may be designated by the
Board; disburse the funds of the Agency as may be ordered by the Board; and render to the
Board, whenever requested, an account of all of his/her transactions as Treasurer and of the
financial condition of the Agency.
iii. Treasurer Report.On a quarterly basis provide the Directors with a Treasurer's report
that includes a summary of revenue and expenditure activity to date for the current fiscal year.
6.3.2 Pursuant to Government Code section 6505.5, the Mendocino County Auditor shall
perform the functions of the Controller of the Agency.
6.3.2.1 Independent Audit. The annual independent audit will be conducted or coordinated by
the Mendocino County Auditor pursuant to Government Code section 6505(b).
6.4 LEGAL COUNSEL. The Board of Directors may appoint legal counsel as it deems appropriate and
may request that Members utilize their counsel on Agency business when requested by the Board.
6.5 STAFFING STRATEGY REVIEW UPON COMPLETION OF THE GROUNDWATER
SUSTAINABILITY PLAN.The staffing model forthe Agency will be reviewed and revised as needed. In
particular, the performance of the collaborative staffing model in meeting the Agency's needs and the
proposed role of the Agency in developing the GSA and GSP will be considered when determining the
potentialfuture staffing needs of the Agency. Future staffing of the Agency shall be in accordance with
Article 13 of the Agreement.
ARTICLE 7. FINANCES
7.1 DEPOSIT AND DISBURSEMENT OF FUNDS. All funds of the Agency shall be deposited in one or
more depository accounts as may be designated by the Board.Such accounts shall be independent of
any account owned by or exclusively controlled by any of the Members.No disbursements of such funds
shall be made unless the disbursements have been approved in the annual operating budget, or
otherwise specifically approved by the Board. Disbursements of not more than one thousand dollars
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($1,000) may be issued pursuant to the Treasurer's sole signature. Disbursements in excess of one
thousand dollars ($1,000) may only be issued upon the signature of the Treasurer and Chair, or in the
Chair's absence, the Vice-Chair. The Treasurer may establish and implement a protocol allowing for
electronic signatures by the Chair or Vice-Chair in order to facilitate efficient operation of the Agency.
7.2 BUDGET. The Agency shall operate pursuant to an operating budget to be adopted prior to the
beginning of each new fiscal year. The Agency shall endeavor to operate each year pursuant to an
annual budget so that projected annual expenses do not exceed projected annual revenues. Budget
adjustments to the annual budget shall be reviewed and acted upon by the Board at a regularly or
specially scheduled Board meeting occurring afterJanuary 1 of each calendar year.The Board may take
action to amend the budget at other times if circumstances require more immediate action.
7.3 CONTRACTS. The Agency shall utilize the County of Mendocino procurement process for
professional services, including use of the County's contract boilerplate, legal review and contract
administration. All contracts require approval by the Agency Board of Directors. The contract
administration for the Agency will be reviewed and revised as needed.
7.4 AGENCY FUNDING AND CONTRIBUTIONS. In order to provide the needed capital to initially
fund the Agency, the Agency shall be initially funded by a contribution from initial Members in the
amount of five thousand dollars ($5,000). In subsequent years, the Agency may be funded through
additional voluntary contributions by all Members, and as otherwise provided in Chapter 8 of SGMA
(commencing with Section 10730 of the Water Code).
ARTICLE 8. SPECIAL PROJECTS
8.1 PROJECTS.The Agency intends to carry out activities in furtherance of its purposes and consistent
with the powers established by the Agreement with the participation of all Members.
8.2 MEMBERSPECIFIC PROJECTS. In addition to the general activities undertaken by all Members of
the Agency, the Agency may initiate specific projects or litigation that involves less than all Members.
No Member shall be required to be involved in a project that involves less than all the Members
8.2.1 PROJECT AGREEMENT. Prior to undertaking any projector litigation that does not involve
all Member Agencies, the Members electing to participate in the project shall enter into a Project
Agreement. A Member may elect not to participate in a specific project or litigation matter by written
notice in accordance with Section 14.3 of the Agreement. Each Project Agreement shall provide specific
terms and conditions in accordance with Section 14.3 of the Agreement.
8.3 BOARD OF DIRECTORS APPROVAL. The Board of Directors shall have the authority to
disapprove any Project Agreement upon a determination that the Project Agreement has specific,
substantial adverse impacts upon Members that have not executed the Project Agreement.
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ARTICLE 9. DEBTS AND LIABILITIES
The debts, liabilities and obligations of the Agency are not and will not be the debts, liabilities or
obligations of any or all of the Members.However,nothing in this Article or in the Agreement prevents,
or impairs the ability of, a Member or Members, from agreeing, in a separate agreement,to be jointly
and/or severally liable, in whole or in part, for any debt, obligation or liability of the Agency, including
but not limited to, any bond or other debt instrument issued by the Agency.
ARTICLE 10. RECORDS RETENTION
10.1 MAINTENANCE OF THE AGENCY RECORDS.The Agency will keep:
10.1.1 Adequate and correct books and records of account; and of the Board.
10.1.2 Minutes in written form of the proceedings of its Board, and committees, and advisory
committees, if any.
10.1.3 Approved Resolutions and Agreements.
10.1.4 All such records will be kept at the Agency's principal office.
10.2 RECORDS RETENTION POLICY AND SCHEDULE. The Board may review and adopt a Records
Retention Policy and Schedule that specifies the retention period of different categories of materials.
Implementation of this Policy will be the responsibility of Agency staff if adopted.
10.3 PUBLIC RECORDS ACT REQUESTS. The Agency shall comply with Government Code Section
6250 et seq. known as the California Public Records Act. The Agency may review and adopt a Public
Access to Records policy. Implementation of this Policy will be the responsibility of Agency staff if
adopted.
ARTICLE 11. ETHICS AND CONFLICTS OF INTEREST
The Agency shall be subject to the conflict of interest rules set forth in the Political Reform Act
(commencing with Section 81000 of the Government Code of the State of California) and Sections 1090
et seq.of the Government Code of the State of California, and the Agency shall adopt an ethics policy as
well as a conflict of interest code as required and as provided by the implementing regulations of the
Political Reform Act.
ARTICLE 12. AMENDMENT
These Bylaws may be amended from time to time by resolution of the Board duly adopted upon
majority of the Board at its regular or special meeting; provided, however, that no such amendment
shall be adopted unless at least thirty (30) days written notice thereof has previously been given to all
members of the Board.Such notice shall identify the Article to be amended,the proposed amendment,
and the reason for the proposed amendment.
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ARTICLE 13. DEFINITIONS AND CONSTRUCTION
Unless specifically defined in these Bylaws, all defined terms shall have the same meaning ascribed to
them in the Agreement. If any term of these Bylaws conflicts with any term of the Agreement, the
Agreement's terms shall prevail,and these Bylaws shall be amended to eliminate such conflict of terms.
Unless the context or reference to the Agreement requires otherwise,the general provisions, rules of
construction, and definitions in the California Civil Code will govern the construction of these Bylaws.
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