HomeMy WebLinkAbout2009-55 - OCCOG Joint Powers AgreementRESOLUTION 2009 -55
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWPORT BEACH APPROVING AN AMENDED AND
RESTATED ORANGE COUNTY COUNCIL OF GOVERNMENTS
( OCCOG) JOINT POWERS AGREEMENT
WHEREAS, the Orange County Council of Governments ( OCCOG) serves as a
Southern California Association of Governments (SCAG) subregional organization that
represents the interests of Orange County in the consideration of SCAG plans, programs,
policies and legislative platforms; and,
WHEREAS, the OCCOG was duly established by a joint powers agreement as a
separate legal entity by and between thirty (30) founding member agencies between April 1996
and January 1998, with said member agency representation currently comprised of forty (40)
public agencies; and with each member, by and through its legislative body, independently
determining that the public interest, convenience and necessity required creation of a joint
powers authority known as the OCCOG; and,
WHEREAS, the OCCOG Board of Directors recognized the need to amend and restate
the original OCCOG joint powers agreement to: streamline and make consistent certain
provisions relating to OCCOG between the provisions in the joint powers agreement and the
provisions of the OCCOG bylaws; address updated references to member. agencies and their
voting on the OCCOG Board of Directors; add a provision to establish membership dues for
member agencies; clarify the powers and limitations of OCCOG; and broaden the ability of
OCCOG to retain staff and consultants; and,
WHEREAS, the OCCOG Board of Directors duly conducted a public meeting on the
amended and restated OCCOG joint powers agreement on June 25, 2009 and unanimously
adopted the amended and restated OCCOG joint powers agreement and authorized the
transmittal of said amended and restated joint powers agreement to the OCCOG Member
Agencies for execution by the legislative body of each Member Agency; and,
WHEREAS, in the conduct of its business, the OCCOG has further established bylaws
which govern the effective and efficient conduct of the OCCOG, with the founding OCCOG
bylaws adopted on May 17,1997; and,
WHEREAS, the OCCOG has concurrently undertaken a comprehensive assessment
and revision to its adopted bylaws, in consultation with the OCCOG Board Ad Hoc Bylaws
Subcommittee and the Orange County . City Managers Association OCCOG Oversight
Committee; and,
WHEREAS the OCCOG Board of Directors, at its meeting of June 25, 2009, reviewed,
considered and adopted a comprehensive technical and policy revision to the OCCOG bylaws
to further define the operation of the OCCOG; and,
WHEREAS, the revised OCCOG bylaws effect such changes as refining OCCOG board
membership and voting provisions, authorizing membership dues; requiring that OCCOG board
members be from dues - paying member agencies in good standing; and achieving a consistency
between the provisions of the OCCOG joint powers agreement and the OCCOG bylaws; and,
WHEREAS, the 2009 amendment to the OCCOG bylaws provides a comprehensive
technical and policy revision to the OCCOG bylaws, which are consistent with a 2009 amended
and restated OCCOG joint powers agreement.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The Newport Beach City Council hereby approves the amended and
restated OCCOG joint powers agreement as adopted by the Orange County Council of
Governments on June 25, 2009, attached hereto as Exhibit A and incorporated herein by this
reference.
SECTION 2. Authorizes the Mayor of Newport Beach to execute the amended and
restated OCCOG joint powers agreement, and transmit the signed OCCOG joint powers
agreement to the OCCOG Interim Executive Director.
SECTION 3. The Clerk shall certify the adc
ADOPTED this 28°i day of July, 2009.
ATTEST:
ga'�'ro---
LEILANI I. BROWN
City Clerk
mayor or rvewporr oeacn
AMENDED AND RESTATED
JOINT POWERS AGREEMENT
ESTABLISHING THE
ORANGE COUN'T'Y COUNCIL OF GOVERNMENTS
This presentation reflects the Amendcd and Restated Agreement made
between the Member Agencies (listed in Exhibit 1) hereinafter collectively or
individually referred to as "Member Agencies."
A. Chapter 5 of Division 7 of Tillie 1 (commencing with Section 6500)
of the California Government Code authorizes two (2) or more public agencies to
jointly exercise any power common to theca.
B. Each Member Agency and patty to this Agreement is a governmental
entity established by law with full powers of government in legislative,
administrative, financial and other related fields.
C. Member Agencies realize the .urgent need for areawide planning and
coordination in order to provide advice. to ptbic..entities on a rAW of 'issues that
affect multiple interests.
D. Member Agencies belimthAt thdJoint exerdpe of their poumts will
poevide an orgoinization capable of cojidftVng studies: and projects designed to
11 M
NMI
M
F. Member Agencies believe that an Orange County Council of
Governments ("OCCOG'� is best suited to accomplish the preparation of
subregional plan components mandated by state and federal law to conduct studies
and projects designed to improve and coordinate the common governmental
responsibilities and services on an areawide and regional basis through the
establishment of a council of governments, and explore areas of intergovernmental
cooperation and coordination of government programs and provide
recommendations and solutions to problems of common and general concern_
G. Between approximately April 1996 and January 1998, thirty (30)
Member Agencies adopted the original joint Powers Agreement (`'Original JPX for
the OCCOG. Since that date, twelve (12) additional Orange County agencies have
signed the Original JPA to become Member Agencies.
H. The Member Agencies believe the OCCOG has been operating
P•s • w •• e • es i♦v i. +♦•
♦.n ♦.♦ w u - as • �• . o ♦ i
NOW, THEREPOM in consideration of ♦ ed s, ,i• mutual
10b)VItions of the parties as herein expressed, MAmIser Agencies agree as i k`
SECTION 1
FSTABLI. >Hl�i.ldNT
. ]'s eia• v' e- is a ass
... !�♦ a ere :ae a + v e :ar + s . ire
s ♦ e» a .t r i i ai ac . -e ao�
. ]v t f! i f A i i ♦ t f P
1 " ] r .. - r + i • - • { i 8 • � # n! t! P i ♦ I B . t 3 . • aI + � 9 f
e r. � t sea B♦♦ ' a a r' C f, a•
I
SECTION 2
PURPOSE AND FUNCTIONS
2.1 Functions
OCCOG established hereunder shall perform all necessary functions to fulfill
the purposes of this Agreement The OCCOG shall:
a. Serve as a forum for consideration, study and
recommendation on area -wide and regional problems;
b. Assemble information helpful in the consideration of
problems peculiar to Orange County;
C. Explore practical avenues for intergovernmental cooperation,
coordination, and action in the interest of its members;
d. Seem economies of scale whenever practical in the
administration of governmental services;
e. Exercise jointly the common powers of its members . to
manage and administer any implementation agreement or
pram;
f. Make and enter into contracts;
Contract for the services of engineers, o�rmffmeysl p
fiaincial, consultants and others and employ such ra r 1
•ff regulations, fq i• 1 D
L Apply • J1
k. as needed to achieve metpher f
j; Seek tll •t•i•i or defeat D any federatt mate • D
legislation Y regulation or i• OCCOG, :• iD Y
!I ! ! is ' Y f • • " pM • ! i
i Y 1 k A ' Y iii or q D R Y t
i A f t .P or 1• - Y ! Y f
'RI 0. • YD• 1• t<D f'Y t'k !! BD.R'
� 0 •.:n V +Yf.: of firiAnda, v Y • i : !i
if i n D Ya -D i• i f f ! i' D l +w
1
n. To the extent not specifically provided in this Agreement, to
exercise any powers authorized by the member agencies to
achieve the OCCOG's objectives and such further powers
not specifically mentioned herein, but common to Member
Agencies, and authorized by California Government Code
Section 6508.
2.2 Limitation of Powers
The manner in which the OCCOG may exercise its powers shall be
subject to any statutory limitations applicable to the Orange County
Transportation Authority;
SECTION 3
3.1 Membership
The patties to OCCOG shall be each public entity which has executed or
hereafter executes this agreement, or any addenda, amendment, or supplement
thereto, and which has rat, pursuant to provisions hereof, withdrawn from. the e
OCCOG.
Other entities vi t oDiange County may petition to become a member of
the OCCOG by subrniittiifg, to the Board of directors ("Board') a resolution
adopted by its goveri3ing body. The Board. shall review the petition
for membership and sitA .1 voto to approve or disapprove the petition. If the poddbst
is approved by a majgg y of the Board the petitioning entity shall bewme a
mcinber of the:OCCOG"r,.
34 VRthdtawal fit" l49 omba"hijp.
o ® � a e ♦ ar • .e s S
-+:a r•an• ae -• a a •a•was acs .?, .r. r x a'
33 Successor Agency
The Orange County Council of Governments is hereby designated the
successor in interest to the Orange County Regional Advisory and Planning Council
(RAPC)•
SECTION 4
• • • • A -
4.1 Board of Directors and Voting
All functions of the OCCOG shall be exercised by the Board. Recognizing
the provisions for formation in Section 9.1 of this agreement, the Board would be
composed of elected officials and ex-officio (non voting) representatives of the
following entities, as further provided in the OCCWs Bylaws:
Endty Ng. of
County of Orange
1
Orange County Transportation Authority
1
Orange County Transportation Corridor Agencies
1
Orange County Sanitation Districts
1
Orange County ISDOC/Dates Agencies Rotative
1
Orange County Reptetentadve toiSCAQMD
1
Orange County Detegaoes. to SCAG
12
Orange County SCAG representative
1
At -large Orange County Cities Member
1
Total. Members
20'votiog
fx 77MW f� .t- • f . • ,. .�
.tsx� tx a•o- 4l ixn ,e• st' if+ -f .f •'r
• x let • • t • S%6J f ffr • -t - : o-
.ti i P 1 r iP f 4
R
4.2 Terms /Removal
Board members serve at the pleasure of the appointing entity and Board, as
further set forth in the OCCOG Bylaws.
4.3 Vacancies/Alternates
If a person who has been appointed as a director ceases to serve as a member
of dre appointing entity or no longer qualifies to serve as a member of the appointing
entity, he /she shall no longer serve on the OCCOG Boatel. The appointing entity is
encouraged to fill vacancies as expeditiously as possible to ensure representation on
the voting Board
Each Board member can designate one or two alternates, provided that said
alternates serve in a similar capacity in the entity as the. Board member (.e., elected
officials for voting members). Alternate directors shall receive all meeting notices
and written material sent to directors and shalt have the vgitl to pamcgtate and vote
at meetings of the Board in the absence of the director for whom the alternate
director serves.
All provisions of law relating to conflicts of interest that apply to a Board
ritember shall apply to alternate board members.
4ai Ex- OI`Bcto Representatives
Such representatives shall receive all.meeting notices; shalt have the right to
participate in Board discussions, and shall have the ;ia place matters on the
but shall not be counted towards a quorum of fhezBosrd sod shall have no
Verte.
4;5 No hand Representation
Mi X! �IYI I li 31 At' �1N t l :'WY
4
for filling open OCCOG member positions will follow those described in the
OCCOG's Bylaws.
4.6 officers
Chair: The Chair of the Board shall be elected annually as further
provided in the OCCOG bylaws. Any Board member may be authorized to
represent the Board upon approval by the Chairman.
Vice Chair. The Vice Chair of the Board shall be elected annually, as further
provided in the OCCOG bylaws, and have all the powers to act in the place of the
Chair in the Chair's absence.
4:7 Quoram,
A majodW of appointed voting directors shall continue a quorum for acting
on the business of the Board, if such number of Board members is an even
4.$ Meedugs
R ar 1 f T' Y i e It i
d '
}� ;Y•.•. • ta` r f i • tY. { .. �a. Y.- •{: t s• Yf: i9.•:? �., a
G'4 `5 RY a.i `_• .5 f i f 'Y `w:[ 4' t! � � ✓YM��' it'. Y
,7.
SECTION 5
STAFFING. FUNDING AND ADDITIONAL
5.1 Staffing, Consultants and Agents
The Board shall have the power to appoint, by employment or on a
contractual basis, and remove an administrative officer to serve as the Executive
Director of the Board. Such Executive Director shall have Rill authority and
responsibility to implement the purposes and objectives of the OCCOG, subject to
the general authority of the Board and specific definition of dudes, responsibilities
and compensation by contract or employment terms as approved by the Board and
as provided by the OCCOG Bylaws. The duties of the Executive Director may be
delegated by the Executive Director to subordinate employees or performed through
contractual aervicev.
The Board may appoint any additional staff, consultants or agents, as deemed
necessary or desirable, by approval of the Board. Such additional officers may be
officers or employees of a Member Agency or the Board may approve enteriag inoo:a
contractual agceemem for services: for any function necessary for the Board to carry
out its purpose, which additional officers or employees shall not be deemed
employees of the OCCOG.
Additional-support to OCCOG may be provided through committer, as
established in- *e.B*ws.
5.2 Punding.
•� I4 iP t•' i• i. +P � M
Ii L. i i li• J 1` 1 P '.1 i i ri P`
>-•i v p li : P'i { v f:.t • 1 6 � A iaII ii:
iiP ida eq { f P
ri
Additional funding for the OCCOG's operation may be provided by monies
provided to Orange County from the Southern California Association of
Governments, member and /or non - member agency financial contributions, grants,
and other sources authorized and approved by the OCCOG Board.
53 Assignment of Additional Responsibilities
Additional responsibilities will be undertaken by OCCOG in accordance with
the following procedures.
Requests to Examine Issues and Provide Input /Recommendations:
Requests from non- member and member agencies may be made to OCCOG to
examine activities and ptcMde recommendations. The OCCOG shalt assign the
Executive Director or an OCCOG committee the task of examining staffing
needs and funding issues to undertake additional responsibilities, including the
need to establish a special assessment to fund any additional responsibility, and
providing recommendations to OCCOG on how and whether it might choose to
pursue the request. In addition to considering potential staffing/ funding
constraints, the Executive Director or C3CCOG committee will also base its
recommendations, and the OCCOG shall' consider, on whether the request /issue has
strong countywide support among`OCCOG members and can reduce or eliminate
duplication, improve efficiencies and otherwise achieve countywide consensus and
OCCOG objectives.
Assignment of Responsibilities, to OCCOG- Should requests from member
and /or non- meinber agencies be.made-€ r die OCCOG to assume responsibility for
delivery of setvices, development dl plans; programs or situilar activities, the
OCCOG would assume said tesp adb lides upon approval of its Board, with
concurrence: of tlu- affected. sgency(ies).
SECTION 6
FINANCES
6.1 Budget
Prior to July 1 st of each fiscal year, the Board shalt adopt a budget.
6.2 Designation of Treasurer and Auditor /Controller
"I'he Board shall, in accordance with applicable law, designate a Treasurer and
Auditor /Controller for the OCCOG. The Treasurer shall have charge of the
depositing and custody of all funds hell by the OCCOG. The Treasurer shall
perfomn such other duties as may be imposed by provisions of applicable law,
including those duties described in Section 6505 and 6505.5 of the Government
Code and such duties as may be required by the Board. The Auditor /Controller shall
maintain the financial records of the OCCOG, and shall perform such functions as
may be required by provisions of applicable law, this Agreement and any OCCOG
bylaws and the direction of the Board.
63 Obligations of the OCCOG
As authorized by California Government: Code Section 6506.1, the debts,
liabilities and obligations of the OCCOG shall be the debts, liabilities or obligations
of the OCCOG atone. No member of the OCCOG shall be responsible, directly or
indirectly, for any obligation, debt or liability of the OCCOG, whatsoever.
The debts, liabilities and obligations of the OCCOG shill be the delym,.liabtlities and
obligations ofrhe OCCOG alone, and not of the T%ftmbers:
6.4 Controlaud Investment of OCCOG Funds
ii. tl. •{• {t Pe' • tlP a e w
i , s' eP • :e
161
65 Funds and Properties
The Board shall appoint an entity to receive and have the custody of, and
disburse OCCOG funds and property and make disbursements as agreed to by its
members. The appointed entity shall invest OCCOG funds in accordance with the
general law. All interest collected on OCCOG funds shall be accounted for and
posted to the account of said funds.
6.6 Accounts and Reports
The OCCOG shall establish and maintain such records and accounts which
are deemed necessary to account for and report on the various sources of funds,
expenditures, grants, programs and projects and, as may be required by good
accounting practice, the State Controller or the United States Government. The
books and records of the OCCOG shall be open to inspection by representatives of
the member agencies at all reasonable times.
SECTION 7
toiil3?i4_il�l�#
Each patty hereto agrees to indemnify and hold the other parties harmless;
&orm all liability for damage, actual or alleged, to persons or prop" adsing out of
or resulting from negligent acts or omissions of the indemoi£ying patty of its
M=
The, member agencies, and their employees, officers, members and directors
will not be lioW, to OCCOG (or anyone who may tbim any 0& because of a
tebtiouship with OCCOG) for any sets of omissions related to, the service to
OCCOG. OCCOG and its members will indemnify and hold the members harmless
f Nn any obliptat ons', costs, claims, judgmen% attorney's geese and/ar attsc liens in
ahi vmy connocted:mith the services: provided to OCCOG under I fs a inert
11
SECTION 8
T'EBMIN,AXION AND) DISSOLUTION
8.1 Termination
The OCCOG shall continue to exercise the joint powers herein until the
termination of this Agreement and any extension thereof or until the parties shall
have mutually rescinded this Agreement: providing, however, that the OCCOG and
this agreement shall continue to exist for the purposes of disposing of all claims,
distribution of assets and all other functions necessary to conclude the affairs of the
OCCOG. Termination shall be accomplished by a majority action of the Board.
8.2 Distribndmr of Property and Funds
In the event of the termination of this Agreement, any property interest
remaining in OCCOG following the discharge of all obligations shall be disposed in
accordance with Government Code Section 6512.
SECTION 9
9.1 Elitctive Date
This Agreortubt shall be effective and the Orange County Council of
Governments shall 'exist from and after such date as this Agreement: has beta
executed by 50 poewtplus one of the cities or the County of O� in Orange
County representing-ever '50 percent of the County s population.
12
EXHIBIT 1
City of Aliso Viejo
City of Anaheim
City of Brea
City of Buena Park
City of Costa Mesa
City of Cypress
City of Dana Point
City of Fountain Valley
City of Fullerton
City of Garden Grove
City of Huntington Beach
City of Irvine
City of La Habra
City of La Palma
City of Laguna Beach
City of Laguna Hills
City of Laguna Niguel
City of Laguna Woods
City of Lake Forest
City of Los Alamitos
City of Mission VreiD,
City of Newport Beach
City of Ckange
City of Placentia
City of Rancho Sams
City of San Clemento
City of San Juan Caotfrauo
City of Santa An*
City of Seal Beach
City Of Stanton
City of Tustin
City of Villa Park
City of Westmiaaw
City of Yorba Linda
County of Orange
Orange County Independent Special Districts /Water Agencies
Orange County Transportation Authority
Foothill / F.astem Transportation Corridor Agency
San Joaquin Hills Transportation Corridor Agency
County Sanitation Districts of Orange County, Nos. 1,2,3,5,6,7,11,13,14
South Coast Air Quality Management District
EXHIBIT 2
F)2M -10 OCCOG MEMBERSHIP DUES
Adopted by the OCCOG Board of Directors at its Regular Meeting of Tune 25, 2009
1 Avila ALISO VI �-
45249. t 45%
1,668.67
668.67
_ 1.93294
14 615.56
3599.81
$ 16 48222
$ 3376._84
$_.. 5.202.34
=r.
_3,599.61
$ 5 �.b0
X378.84
$ 5.000.00,
2 ANAHEIM
S BREA
t BUENA PARK v�
i _ STAMP
DANAPONT .._ -. _-
S F--_0 UNVALLEY
_ _
__ 344§,62l __ 11.11 %j$1
40081. _ l.28 %l
82 768 2 65%
--._ .
_ 113r9�55 _ 385
S 1 67
T- 1
._ 888..67
712,79,
_ $,535.68
_ 1,x.87
$ _ 4 6�§6 .87
.._.__.4,,_887.92
_ 2,118:29
$ P W,58
3.782., 5
$_. 5,000.00
3�2.95�.
..�__... 49,541 1.59%
36,982. -... . 1_18%
57,925 1.86%
137437 4A0%
-._� 7D.067 5.54%
1_4666.67
1660.67
-�.^
$ _t .67
1 7
$ 1_,680.67
1579.79
_i_. .
2474.44
8,871.02
$ 7393.08
8628.72
3246.46
$_ 4_141.10_
753'7.89
$ 9,059.73
10,295.39
_ . 3,248.46
$ 4,141,70
$ ., 5,_060-
$ 5000.00
$ 5x.00
S FULL RtON- -
1 GARDEN It'''��` .... -.
. HUNTW (k`I BEAGH
. -.
_...
201 993 6.47%
.- .18,06 .. 6.72%
1 IRVINE
_
$ 7 .67
t
S L; ,67
.
... 8,962.47
2 75.64
I; 4
691.00
1 .14
4,542.30
s..
$ 2,35 W.
_
$ SOOO.W
__.
$ . 4342.30
. _.4 3 .
_ 2,35.7.67
$ 21740.21
..� -3
t IA HABRA� �...
{ LA PAIMA -�
.. ._..
62 835 .. 2.01%
�._
-..
_� 16,176 _ ,. 0.52%
. 251.31 0.81 %�$
.. 33x42! _. 1.07 %�
6@.877 214%
.. 1 2 _ _ 0.59_
- 78317 _ 2.51%
- - -1
_._.r..
i LAGt,BE4CH _,.
1
1,073.54
.$ 274021
i LAGS HIHII,I$
$ x.67
$ 766E2�56.85
_L._,1.6M6T
$. 1 :87
1 2 .88
3,0�
x.34
LP.CdUNA NICiUB. - .._...
$ 4.523,51
4.523.51
V LAGUNAWOODS
V LAt<ET QREST�
767.80
3 .54
$ Z454.47
ao121
2,454,47
5.0
V LOSALAMMOS'
191 0.
1 87
520.77
- 2.187.44
_ 21187.44
MISSION VI
,88 2 . _ 3.16%
2.71%
�t f :87
1666.
$ 1.866:67
t 666.87
421 0.79
3&l 97
$ 6 16.78
. _ Za209.67
5.877A8,
$ 58.64
,$_�683A4
_$76.34
_ 500000.00
_ 5,000.00
$ 5.000.00
$ 3,876.34
__
O_TBEA(37
ORANGE - -.
_84,59!1,,_.,
140,849 4.51%
PI.ACENTIA
_
51 727 1.68%
4. 1.59%
RAA7CH AMAR A
7y6 6,67
2125.81
$ 3792
3.792.48
SAN TE
8 2.18%
$ 7 16W.67
2:90020
4 47
-
SAN AJAN TRANO
3 782 1.18%
1,60.67 ..
1 .67
3 1 57125
150872_8
S . 2
!6753.95
.1-_1,5W.87
__ 3 237.92
5,000.00
SAWN AANA
_.... 184 11.329
S _,�_
26.9% - --- 0.83%
$ 1
$ 1
... 1.
. 1877.7
$ 2,776.73
� ..46
$__2,776.79
$ 46
-
Smw-CA
-� 392M t26
_
TUMN
74218 _238 %.
$ 1
3,170A4
4•&47..10
4837.10
VILLA
,.,�26T:
1,994.04
_
'1111
z.96%
1 - 7
1,
3.973.92
- 918.15
5tJ
_S 5000.00
5.000.QO-
.�
YOR1iA.
2 __ 219
122.4, -'12
. -�--__
TC.A`
�%�.
-
.._.. -�.__
..__
_000.00
.$
.
Q .. 0.00%
§_
_..
_..
5ROO-00
0 0.00%
$ 500000
TOM
3,12J A41 I 1 A
167 65
On, ;4:iT3i7
BYLAWS
OF THE
ORANGE COUNTY COUNCIL OF GOVERNMENTS
Adopted by the Orange County Council of Governments
June 25, 2009
Article MK Ad Mae Committees .............. ......... ......
^�.��°^�°,.�^.�~�.^�.����
I
TABLE OF CONTENTS
Page No.
Preamble....
............ ...................... ........................................
...... ................................. 1
Article1.
Definitions ............................... ....................................................
.— ... ............... 1
Article 11,
Purpose and Responsibilities ....................................
. .............. ....................... 4
2,1
Purpose *f[CCOG,.- ........................................................................................
4
2.2
Responsibilities ..... .......... ......................... � ...............
........................................ 5
2.3
General Powers ............................. . ............ ~~ .....................
.............. .............. 8
2/4
Limitation uy Powers ....... ............................................................................
.......... 9
ArticleIll.
Membership .... ...................................... ..............................................................
9
3.1
Members of the O{C{)G ................... ....................................................................
9
31
Membership Dues. ..... ......... ...................... ............
............... .......................... 10
� 3.3
Withdrawal ..................... ..~~,~ ............... .................
............................ ...... .... 10
Article IV.
General Assembly .~ .........................................
4`1
meetings .............. ................................ ....................
.._............ .~.............. 11
4.2
Consideration of Issues .............. ................. .........
............................ ................ 11
4.3
Scvxem; ....... .............................................. .................................
......................... 12
Article V.
Board of Directors ......... °^~~.- ........... ^ ..........................................
...... ........ 12
5`1
Representation ................ �.. ....................... ~-...........................
...................... 12
5.2
Selecdon. of Board ... .... .......................................................................
15
5.3
Board 'Vacancies and Term of Office .........................
........................................ —1T
5.4
Officers ....... ..... ..~ ....... ~ ........ --- ........... .. ....................
. ............................ 17
.5.5
Meetings, .° ................................................ ~ ...............
-...................... -.°°"~. Is
ArticleVL
Committees ...... ....... ............... ........ ..................
......................... ~~.',~~.~ ... '
6L1.................
......... ..................
— ....... ................. .......... 19
6.2
Ex Managotriont Coomiltift^~..^,-..°. . ..................................
*°~°^^..`20
Article MK Ad Mae Committees .............. ......... ......
^�.��°^�°,.�^.�~�.^�.����
I
Article VIII. Appointment of OCCOG Policy and Technical Representatives to Non -
OCCOGCommittees .................................................................................. .............................22
8.1 OCCOG Board of Directors ...................................................... .............................22
8.2 OCCOG Executive Director ..................................................... .............................22
ArticleIX. Staffing ................................................................................... .............................22
9.1 OCCOG Executive Director ..................................................... .............................22
9.2 General Counsel.... ........................ ..................... — .............................................. 23
9.3 Additional Staff, Consultants or Agents .................................... .............................23
9.4 Staff Responsibilities ................................................................ .............................23
9.5 Status of Members' Officers and Employees ............................ .............................23
ArticleX. Finances.. ......... — ....... -- ..... ........... -- .............. .................. .......................... ... 24
10.1 Treasurer ................................................................................. .............................24
10.2 Auditor/ Controller ..................................................................... .............................25
10.3 Disbursement of OCCOG Funds .............................................. .............................25
10.4 Annual Audit ............................................................................ .............................25
10.5 Bonding Requirement .............................................................. .............................26
ArticleM. . Amendments .......................................................................... .............................26
11.1 Amendments ............................................................................ .............................26
11.2 Interpretation of Bylaws .......... :......... ....................................... ............................26
M
V
BYLAWS
ORANGE COUNTY COUNCIL OF GOVERNMENTS
(A JOINT POWERS AUTHORITY)
PREAMBLE
The Orange County Council of Governments ( "OCCOW) is a separate public agency
voluntarily established by its Members pursuant to the Joint Exercise of Powers Act,
chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California
Government Code, which authorizes two (2) or more public agencies by a Joint Powers
Agreement to exercise any power common to them. Said Agreement, attached as
Exhibit "A" herein, was duty approved and enacted. Said Agreement. remains fully
effective.
In conjunction with, and subject to the limitations of, the terms of the Agreement, these
Bylaws authorize, govern, and regulate the powers, conduct, rules, procedures, and
operations of OCCOG.
ARTICLE t. DEFIN17IONS
For purposes of these Bylaws and throughout it* Agreement, the following words,
terms, phrases and their derivations shalt have the meaning given herein. Hereinafter,
the word "shall" is always mandatory and not merely directory.
'Affected Agency" shall mean any pubiic.agette)i that:fs statutorily responsible for
providing a specified and particular service,
`AgreemnC shall mean the Joint Powers Agreement for the Orange County Council of
Governments.
°Atternaatoe. Beard Member` or "Alternate" shag mean an individual, who is designated to
s ibsfitute_ in.tlie:capecily as a Member of the 0OQQQ Board for a specified Board
Member who rmy become absent: The Atternat"tPill trot henorne-a governing &e. ctor
of- OCG,DG.or serve:as Shard Member untifsuch s Ss:ihe Attenuate essut�tes:the seat
Qf ftabsent.ftard Member.
"Appointee to the OCCOG Board° shall mean either a Board Member or an Alternate.
"AQMD" shall mean the South Coast Air Quality Management District.
'Board" or "Board of Directors" shall mean the collective governing body of the OCCOG,
which represents all Members and exercises the powers and functions of the JPA
Agreement.
"Board Member" or "Member of the OCCOG Board" shall mean a designated individual
or an Alternate who serves on the OCCOG Board of Directors.
`City, Member" shall mean a Member Agency to the OCCOG that is incorporated as a
city within the geographical boundaries of Orange County.
"Elected Official* shall mean an individual elected to the governing body of a Member
Agency by the general public.
" Executive Director" shall mean the Chief Administrative Officer of the OCCOG.
°Executive Management Committee* shall mean the advisory body to the OCCOG
Board as established pursuant to these bylaws.
'Fiscal Year" shall mean the annual period from Jury 1 to and including the following
June 30.
°Fdunding Member* shat mean a Member whose governing body determined to Join
the OCCOG prior to the first Board meeting on August 16, 1996.
*%fterad Assembly" shall mean the collective OCCOG body ooneiating of one voting
representative :designated by each Member Agency.
9SDOC" shall mean -.the Independent Special Districts of Orange County.
"League:of Caiifiertfia..Ctties" shall refer to the association of public erttrti»% which
comprise the Orange County Dfirtion of the League. of California +Ries.
*00mW Agoney',or °ember' shall mean a party to ft,JOKPowers , Aseement for
1 eOCt(?Q; whose dilas gsysn9 membership is in990,
2
'Member of the General Assembly shall mean a representative to the OCCOG
General Assembly designated by a Member Agency.
"Non - voting Ex Officlo Member" shall mean a Member of the OCCOG Board of
Directors who does not have a vote in OCCOG governing decisions and whose
presence shall not be counted in determining whether a quorum exists.
'OCCOG' shall mean the Orange County Council of Governments.
°OCSD" shall mean the County Sanitation Districts of Orange County.
"Policies and Procedures Manual" shall mean the OCCOG Policies and Procedures
Manual to the OCCOG Bylaws, as adopted and amended by the OCCOG Board.
°Quorum° shall mean fifty percent (50 %) plus (1) of the OCCOG Board, excluding
vacant board seats (no appointments) and non -voting Ex Officio members.
"SCAG" shall mean the Southern California Association of Governments.
"SCAG DistricC shall mean a geographic community of pities designated by SCAG.
OCCOG board representation on SCAG District city representative seats shalt
correspond to the Orange County SCAG districts.
°Subregtonal Organizations shall mean a subregional planning agency as formally
established under a joint powers agreement pursuant to California Government Code
6500 etseq. forgeneral planning purposes.
ARTICLE It. PURPOSE AND RESPONSIBILITIES
2.1 Purpose of OCCOG
The OCCOG is an agency voluntarily established by its Members pursuant to a
Joint Powers Agreement (Agreement). The public Interest requires a joint powers
agency, known as the OCCOG, to represent the collective interests of Orange
County Member Agencies in performing the general purpose as stated below.
The general purpose of the OCCOG is to:
A. Serve as the Subragional Organization that represents Orange County on
mandated and non - mandated SCAG regional planning activities. Through
such designation as a Subregionai Organization, OCCOG shall
participate and provide an Orange County voice of its Members on input
and recommendations relating to SCAG planning activities, including but
not limited to, the federally and state mandated Regional Transportation
Plan, the state mandated Regional Housing Needs Assessment process,
the state - mandated Sustainable Communities Strategy, and other SLAG
all..
e. Develop and adopt, an Orange. County Projections that serves as Orange
County's official growth forecast for local, arsawide and regional planning
activities,
G. Provide a vehicle-for the Members to engage cooperatively and
voluntarily on additional noonal and.cooperative planning effoat wkh
federal, state, and'reglonal agendas, including such planning issues as Off-
quality, water quality, and other issues as determined by the Board end
OCCOG's melt rage ties, and to provide an Orange County.vol000n
4
D. Conduct studies and projects designed to improve and coordinate the
common governmental responsibilities and services on an area -wide and
regional basis through the establishment of a council of governments.
It is the express intent of its Members that the OCCOG shall not possess the .
authority to compel any Member to conduct any activity or implement any plan or
strategy that the Member does not wish to undertake (except for the payment of
dues). The goal and intent of the OCCOG is one of voluntary cooperation among
its member agencies for the collective benefit of member agencies in Orange
County.
2.2 Responsibilities
A. To conduct the purpose of OCCOG serving as the SLAG subregionai
organization that represents Orange County, the OCCOG shall have the
following responsibilities:
1. To serve as the subregional organization that represents Orange
County to SCAG; and which functions as a collaborative partner
with SCAG subregions and SCAG staff; policy committees and its
Governing Board, to:
a. Provide: grange County's technical and policy level review,
input and recommendations on SLAG activities, plans,
programs and processes that are mandated by State and
Federal. law, such as the state- mardated Regional
Housing Needs Assessment (RH", the federal and
state- mandeted Regional Transportation Plan, and the
state- mandated Sus habie Cohni iunities Strategy.
b. P*dde 0jAnge.0 's technical.and policy level review,
Input and r®Wh"endedws oftSCAG, actiAles, plans,
a .ao c r •e ac -e
u i Ca- a a
6
C. Conduct demographic activities, including the review of
growth forecasts as developed by SCAG.
2. To represent the interests of the Member Agencies on SCAG
plans, programs, policies and proposed legislative platforms.
3. To build consensus among Member Agencies on the
development, planning, and implementation of SCAG policies and
programs.
B. To conduct the purpose of OCCOG developing and adopting Orange
County's official growth forecast for use in local, areawide and regional
planning, the OCCOG shall have the following responsibilities:
To serve as a sponsor agency of the Center for Demographic
Research, CSUF (CDR) with other CDR sponsors in CDR's
technical development of a growth forecast for Orange County.
2. To conduct a technical and policy level. review and approval of
Orange County s growth forecast, for ban&nittal to SCAG as
Orange County's official growth forecast: for regional planning,
including the state and federalty mandated Regional
Transportation Plan and Sustainable Gommunides Strategy.
3. To conduct a technical and policy level review and approval of
Orange Countys growth forecast, for use by Orange County
jurisdictions, Orange County transportation agencies, and Orange
County special districts, as the olfi¢lal.growth forecast for Orange
County planning efforts.
4. To approve and support Orange County's: official growth forecast
against any alternate forecasts developed forOrange County at
the State or regional levels. Including any tests developed
through the Regional Housing, Needs Assessm®rit; State
Compass Blueprint.planrdnM or SCA&,s 2% Compass Blueprint
planning programs.
C. To conduct the purpose of OCCOG serving as a vehicle for cooperative
planning for OCCOG Member Agencies, the OCCOG shall have the
following responsibilities:
To serve as a forum for the review, consideration, study,
development, and recommendation on planning issues at the
areawide, regional, state and federal arenas that are of mutual
interest and concern to the Member Agencies.
2. To serve as a forum for the exchange of ideas and information
among its Member Agencies, and to consider questions of mutual
interest and concern to Member Agencies and to develop
technical, policy and action recommendations.
3. To monitor, review and analyze regional, state and federal air
quality plans, programs, legislation and proposed rules and
regulations as they affect Member Agencies.
4. To serve as an advocate in representing the Member Agencies at
the federal, state and regional levels on issues of importance to
S. To facilitate intergovernmental coordination with the public and
private sectors in Orange County on Issues of common interest
and concern to Orange County governmental and special district
agencies.
D, To employ agents, officers and employees.
E. To make and enter into contracts, including contracts for the serviasa of
"IneemC consuttants, planners, financial: consultants, attorneys and
saVle= purpose publictpitvatb groups, and - separate om) apart there kom
to employ suohother parsons, a$ it deems
t : `fo serve,as a mechanism for obtaining reglonat, side and federal giants
to assist in financing the expongures of the OGCYJrCi,.
7
G. To apply for, receive, and administer a grant or grants under any local,
regional, state or federal program.
H. To receive gifts, contributions and donations of property, funds, services
and other forms of financial assistance from persons, firths, corporations
and any governmental entity.
To delegate some or all of its powers to the Executive Director as
! •+- !
OCCOG staff shall also have the authority to examine issues as requested by
Member and Won - Member Agencies and present recommendations to the board.
Won - Member agency af8llations shall include, but not be limited to:
However, Director and Board may not • : authority
beyond Oms, enumerated In Section 2.2 above, without the approval of two-
thirds (213) of the lotal voting membership of Me Board and the Wncurrence of
affected agonchm For the purposes of #me Sylews, %concurrence of affected
.•: Y+b shall - all Y Mme+: agencies for ! l..Y{
the servicii Legal Courtsel shoo advise the Board on any procedural steps
U t3e110ra1 PbVWWa
11
2.4 Limitation of Powers
The exercise of power by the OCCOG shall be limited by the following:
A. The OCCOG shall have no authority or jurisdiction to impose any land
use requirements on the owner, developer, or occupant of any property,
nor shall OCCOG mandate that any public entity must adopt any such
requirement. The OCCOG shall have no authority or jurisdiction with
respect to the establishment of land use planning, spheres of influence for
cities, or land use approvals. Further no action by the OCCOG will
change, reduce, or Interfere with the local authority and decision - making
of cities or the County.
B. The OCCOG shall have.no authority or jurisdiction to impose any tax or
assessment, nor shall OCCOG impose any fee that Is not reasonably
related to recover the cost of a service provided by OCCOG.
ARTICLE Ill. MEMBERSNIP
3.1 Members of the OCCOG
Members of the OCCOG shall ba all dues -paying public agency parties to the
Agreement including any addendum,,aupplement or amendment thereto, as
Individually executed on behalf of the. restive governing bodies of the public
agency parties,. and which have not duty withdrawn from the membership as
provided herein and which remain Mem iers in good standing. Founding
Members shall consist of those public agencies, which determined to join the
OCCOG prior to the date of the first Board meeting on August 15, 199, as
established in OCCOG Board Resolution 97 -1, Exhibit 11, attached hereto and
Incorporated herein by this reference.as Appendix A.
s e, e s m . c a. e : r i o s^ r r :• ri rr: r
• . • - a e' t• a ecrs • -. o t - • 6k e e
e : w: m♦ 2 s o- m m > m m i .. m • o - + f e s- - r t a
:e: m
El
The Board shall review the petition for qualification as membership and shall vote
to approve or disapprove the petition. Petitioners shall become Members at such
time as a majority of the total voting membership of the Board approves the
petition, and the petitioner signs an addendum to the Agreement assenting to the
terms and conditions of the Agreement and these Bylaws, including the payment
of dues.
Exhibit i to the Agreement, which lists the names of members, shall be updated
when new Member Agencies join or when Member Agencies leave, as a
Supplement to the Agreement.
3.2 Membership Dues
Each Member of the OCCOG shall pay annual membership dues to recover
costs for staffing, legal services, equipment, materials, contract services, office
space and other capital and operational owls as stipulated by OCCOG's annual
adopted budget. Said dues structure shall be established by resolution of the
Board and shall be updated annually.
3.3 Withdrawal
Any Member of the OCCOG may withdrew from membership at any time with or
without cause. Withdrawal does not become effective until ninety (90) days after
a resolution approved by the Members governing body authorizing withdrawal is
submitted to the Board.
10, :
ARTICLE IV. GENERAL ASSEMBLY
4.1 Meetings
The General Assembly shall consist of one voting representative or hislher
alternate as designated by each Member. The date, time, and place of the
General Assembly meeting shall be established by Resolution of the Board.
Special meetings of the General Assembly may be called by a quorum of the
Board in attendance at any Board meeting or by written petition signed by ten
percent (10 %0) of the Generai Assembty. The Chair of the Board shall serve as
Chair of the General Assembly. All meetings of the General Assembly shall be
called and conducted, and an agenda posted, In accordance with the Ralph M.
Brown Act, Government Code Section 54980 at seq., (°Brown Act') as it now
exists or may hereafter be amended.
4.2 Consideration of Issues
The Executive Director shall present a report to the General Assam* for the
General Assembly's comment and input, including the following:
A. A.summary of projects and accomplishments undertaken by the OCCOG
during the previous fiscal year
B. An annual financial statement of the previous fiscal year,
C. A proposed work program for the following fiscal year
D. A statement of projected income and expenditures for the following fiscal
year,.tnduding a listing and amount of sources 6f.funding and all
matching requirements and obligations to satisfy tile- ftirrdlaii,, for all
pmjects proposed to be undertaken or coordinated by'the OCCOG; and,
.E. Any other ire agendized for consideration by Ike.QwuvW Assembly as
requested by any Board Member, €MC Member, Me. tuber of the General.
Assembly, or Executive Director and as approved by the Board:
11
4.3 Powers
The General Assembly is empowered to provide comment and policy
suggestions to the Board on any agendized item, including recommendations for
amendments to these Bylaws as provided in Article XI herein, and any
determination of OCCOG policy matters as raised by any Member Agency and
approved by the Board.
Actions by the General Assembly shall be in the form of recommendations
forwarded to the Board and shall require a vote of approval by a majority of those
Members of the General Assembly in attendance. A quorum of the General
Assembly shall consist of a simple majority of the total membership to the
General Assembly.
ARTICLE V. BOARD OF DIRECTORS
5.1 Representation
A. The Members shall exercise the powers and functions of OCCOG
through Its representatives on the Board. Concurrent with membership
on the Board, each voting Member of the Board shalt be Elected
Official of aWarnber Agency. Voting Members of the Board shalt same
the ;OCCOG Members as a whole; and shall represent no speclat.group
or Interest. Board Members shall be from a dues- paying OCtQt3 member
agency In good standing; with the exception of agencies represented on
non- voting, ex- officio seats of the Board.
B. Board members shaft include representation from the public agenc faai
special districts and agencies as listed herein, and shalt not represent
more than one.ofYhe agencies included among the Board:.
(t) County At -Large Representative: 1 seat
(21 OnOnge'Cpurdy Transportation Authority (OCTA) Represontathve,
I seat
(3). Transportation Corridor Agencies (TCA) Repr`99enta e: 1 seat
tz
(4) County Sanitation Districts of Orange County (OCSD)
Representative: 1 seat
(5) Independent Service Districts of Orange County (iSDOC)
Representative: 1 seat
(6) South Coast Air Quality Management District (AQMD) — Orange
County Representative: 1 seat
(7) Southern California Association of Governments (SCAG) District
Representatives: 1 seat for each SCAG District, for a total of 12
SCAG District seats, as described below and as may be
amended:
(a) District 12, representing the cities of Aliso Vkgo, Dana
Point, Laguna Beach, Laguna Niguel, San Clemente and
San Juan Capistrano.
(b) DisirEct 13, representing the cities of Laguna 1-11119, Laguna
Woods, take Forest, Mission Vlejo. and Rancho Santa
Margarita.
(o) x.14; representing the City of Irvine.
(e) District 16, representing the City of Santa Ana.
e
(h) 14, mpa? nting (be City of Anaheim.
't�
(i) District 20, representing the cities of Los Alamitos, Seal
Beach, Stanton, and Westminster.
(j) District 21, representing the cities of Buena Park and
Fullerton.
(k) District 22, representing the cities of Brea, La Habra,
Placentia and Yorba Linda.
p) District 64, representing the City of Huntington Beach
(8) SCAG - County Representative: 1 seat
(9) Cities At -Large Representative: 1 seat
(1l)) League of California Cities, Orange, County Division: 1 seat —
Non- voting Ex Officio
(11) private Sector Representative: 1 seat — Non -voting Ex Officio
(12) University Representative: 1 sat — Non- voting Ex Officio
r '
14
recommendation to SCAG on any proposed adjustments to SCAG district
boundaries.
5.2 Selection of Board Members
Each representative seat of the OCCOG is selected as identified herein, with the
selection process conducted in accordance with the OCCOG Policies and
Procedures Manual.
Board Member Representatives that are selected for a two -term are as follows:
A. SCAG District City Representatives: M accordance with SCAG election
procedures for SCAG District Representatives, the OCCOG Member
Cities located within each SCAG District in Orange County shall elect a
city council member to the SCAG Regional Council.
The elected District Representative to the SCAG Regional Council shall
also be appointed as the OCCOG Board Member for said-SCAG District,
for the term of the SCAG District Representative, if no cities in the
District are members of SCAG, cities In the District may elect an elected
official from one of the cities in the District as the OCCOG Board Member.
The Executive Director shall conduct the SGAG District Representative
elections in accordance with SCAG bylaws and SCAG district election
procedures, provided that each SCAG District appointee shall be an
Elected. Official from one of the Member Cites within the SCAG District
B. Private Sector Represe The Board shall appoint one person from
the private sector to serve as a Won- voting Ex Officio Member of the
Board, in accordance with selection proce#ureoesfablished by the Board.
C. Uniuemh Represenet The Hoard shall appoint oft person
representing Orange County Universities, to serve as a Non - voting Ex
Officio Member of the Board, in accordance vuih selection procedures
established by the Board. Appoi de .*fn the;lfnixersiy of Galiffocoia at
twine (UCi), Caiffornia State LAWaistty`at FaOetWh (CVJF) "and Chapman
University "I serve a zy"r reiatirl tow
15
Board Member Representatives that are appointed and servo at the pleasure of
the appointing body, are as follows:
D. County At Large Representative: The Orange County Board of
Supervisors may appoint one Supervisor as a Member of the OCCOG
Board, provided that the County of Orange is a dues paying Member
Agency in good standing.
E. OCTA Representative: The Board of Directors for the Orange County
Transportation Authority ("OCTA Board ") may appoint one of its Directors
as a Member of the OCCOG Board, provided that the OCTA is a dues -
paying Member Agency in good standing and the appointee is an Elected
Official of a dues - paying Member Agency in good standing.
F. TCA Representative: The governing boards of the Orange County
Transportation Corridor Agencies ("TCA") may appoint one of its Board
Members to the OCCOG Board, provided that the TCA is a dues - paying
Member Agency in good standing and that the appointee is an Elected
Official of a dues - paying Member Agency in good standing.
G. OCSD Representativa: The joint governing board of the County
Sanitation Districts of Orange County Nos. 1, 2, 3, 5, 8, 7, 11, 13 and 14,
may appoint one of its Board Members to the OCCOG Board, provided
that the OCSD is a dues - paying Member Agency In good standing and
that the appointee is an Elected Official of a dues - paying Member Agency
In good standing.
H. WDOC Representative: The Board of Directors for ISDOC may appoint,
one of its Board Members to the OCCOG Board, provided that theLISDOC
is a dues - paying Member Agency in good standing and that the appointee
Wan Elected Official;
AQMD — 90M Cuntar FYeM"nf* w. The South Coast AQMD
tlgveming Board Includes on Orange County-Mee, Represasilaillm and
an Orahl;lo County Room of Supervisors. R"re."platim.8rde
r0rase6tatives shall saW4 wfiroh'repiessn *q#iv6,dh* rva4s the
M
OCCOG Board Member and the OCCOG Board Member Alternate,
provided that the AQMD is a dues - paying Member Agency in good
standing, and provided that the elected officials serving as the AQMD-
Orange County Cities Representative and the AQMD- County
Representative are from dues - paying Member Agencies in good standing.
J. SCAG - County Representative: The Representative to the SCAG
Regional Council for the County of Orange shall automatically be a
Member of the Board, provided that the appointee is a Supervisor for the
County of Orange and provided that the County of Orange is a dues-
paying Member Agency in good standing.
K. Cities At -Large Representative: One at -large Member of the Board shall
be appointed through the City Selection Committee as established
pursuant to Section 50270 of the Government Code, provided that the
appointee is an Elected Official of a dues - paying City Member Agency in
good standing.
L. Orange County Division.. League of California Cities Representat[ve: The
Orange County Olvislon, League of California Cities may appoint one
rued official to serve as, ,a Non - voting Ex Officio member of the Board.
5.3 Board Vacancies and Tenn of Office
Unless otherwise provided in Section 5.2. above, the Executive Director shall
arrange for a speoiai election in the. event the respective Board seat becomes
vacant. The appointment of a Board Member to fill a vacancy shall In all other
respects follow the procedures and requirements set forth in Sdctidns 5.1 and'6:2
hereini and said Board Member shad serve for the remainder of the term of
office.
5.4 Officers
A. The Officers oil OCCOG shdtiwnsiet of the Chair and Vim Chair,
whM positions shalt be elodted annually at the first regular meeting in
May-or as aeon fftereatter when a quorum is reached, and stra8.t
efectsd by a rrorffy of r3tfard Members ire attendance.
17
B. The Chair shall preside at all meetings of the Board and shall exercise
firm control and direction during the course of any Board meeting. No
Member of the Board, any presenter, or any member of the general public
shall address the Board until recognized by the Chair. The Chair and the
Board shall be guided, but not bound, by Roberts Rules of Order, latest
revision, on all questions of procedure and parliamentary law not covered
by the Bylaws or other rules and regulations adopted by the Board.
C. The Vice Chair shall perform all duties of the Chair in the temporary
absence of the Chair.
D. The Executive Director shall exercise general supervision over the
business papers and property of the OCCOG, and shall execute all
resolutions and agreements on behalf of the Board, subject to the
restrictions of these Bylaws. and the laws of California.
5.5 Meetings
A. Meeting Schedule: Regular meetings of the Board shall be set according
to a schedule approved by the Board at its first meeting each calendar
year. Said schedule shall Include the time, date, and location of Regular
Meetings. The Board maydesignate a different time, date, or location for
any Regular Meeting by giving notice of &a change at the prior Regular
i
B. Special Meetinos: Special meetings of the Board may be called by the
Chair at any time or a m4joft of the; Board Members present at any
Regular Meeting; The Chair or a major<ty of the Board Members present
shall direct the OCCOG Clerk of the Board to deliver.notice of the Special
Meeting in coMliarice Wilt the Brown Aot.,
C. Meeting A4ioum=p1 The Board may adjourn a mesting from time to
VMS, with absantoes'ndttied thm eof. In case there is no quorum present
zany meeting; tha Beard Members present may adjourn unfit a quorum
10
is obtained that same day, may adjourn to any speed date, may
adjourn to a Special Meeting date, or may adjourn to the next Regular
Meeting, if no Members of the Board are present, the Executive Director
may adjourn the meeting.
D. Quorum The Board shall transact no business until a quorum of the
Board is present. A quorum of the Board shall be a majority of the total
voting Board Members who have been appointed pursuant to Article V
herein, and who remain qualified to serve as Board Members. If the
number of voting Board Members is an even number, then a quorum shall
require one more than half the number of voting Board Members. Non-
voting Ex Officio members in attendance at a Board meeting shall not be
counted toward reaching a quorum. Board seats for which no
appointments have been made, shall not be counted towards reaching a
E. All Board meetings shall be called and conducted, and an agenda posted,
In accordance with the Brown Act and in accordance with adopted
0tNC0G procedures. No business shell be transacted at any meeting
other than that stated in the notice of said meeting unIM otherwise
authorized pursuant to the Brown Act.
ARTICLE VL COMMITTEES
6.1 Procedural Regulations
AD committees created by these Bylaws or by resolution of the Board, all
meafiri held hereunder, and all actions taken. by said Committaas shall be
Wiled to the rsqulrements.ofthe Brown Aot, at. Wnbwoxists or may hereafter
ba amended; anA any conflict of interest r"Wattorw promulgateaf by:the State of
Caftrnta r the Ot CQG Board.
t8
6.2 Executive Management Committee
A. The EMC shall consist of the following:
(1) One executive -level staff representative each from the following
groups of agencies, provided that the agency is a Member of
OCCOG:
(a) the County of Orange;
(b) Orange County Transportation Authority;
(c) Members of Orange County iSDOCIW*w Agencies;
(d) Members of the Orange County Transportation Corridor
Agencies; and,
(a) Members of the County Sanitation Districts of Orange
County
(2) Five City Managers of Member Citles as appointed by the Orange
County City Managers Association.
(3) The Executive Director.
(4) Chair and Vice -Chair of the Board.
B. The EMC shall designate a Chair and Vice Chair at the iirst EfuiC meeting
of the calendar year to preside ever the EMC meallings.
within The EMO shall serve as an advisory body to the Board an subject matters
a • of t - • • may provide o
comment to ft Board and Exactill" Director regarding the
admInWAlon a r management of the OCCOG with &a eppnwW
re*dly of OW EMC Members present The EMC sW have no authority
to W6.1agiala" action, bid may make legislative and PO4
recorriniandatiorm • the Board e t• of m** a f
♦s
item without a quorum of the EMC present. A majority of the members
appointed to the EMC shall constitute a quorum of the EMC.
E. Regular meetings of the EMC shall be held quarterly at the date, time and
place as established by the EMC. Special Meetings of the EMC may be
called by the Executive Director or by a majority of the EMC members.
6.3 Technical Advisory Committee
The OCCOG Technical Advisory Committee (TAC) shall be comprised of
designated staff members from OCCOG Member Agencies to provide technical
review of issues and items and to provide recommendations on its technical
review, to the Board. The TAG shall designate a Chair and Vice Chair at the first
TAC meeting of the calendar year to preside over the TAC meetings. Regular
meetings of the TAC shall be held monthly at the date, time and location
established by the TAC. The TAC shall also have the authority to establish
special meetings by a majority of TAG members present. TAC meetings shall be
governed by provisions of the Brown Act.
ARTICLE W. STANDING AND AD HOC COMMITTEES
The Board may establish Standing .and Ad Hoc Committees. The Standing and Ad hoc
Committees shall be for the purpose of developing recommendations to the Board. All
Standing and Ad Hoc Committees shall have a written statement of purpose, and the Ad
Hoc Committees shall in addition have a written statement of charges, Wow they are
IiDnned. The Chair shall recommend, and the Board shall appoint by a majority of the
Board Members present, the members to the Standing and Ad Hoc Committees.
Members of the Standing and Ad. Hoc,COmmMees shall be appointed for up to one year
terms, in making recommendations for members of the Standing and Ad Hoc
Committees; the Chalrshati consider regional representation. A quorum of a Standing
or Ad Hoc Committee shall be a majority of Its. membership. Ali Standing or Ad-Hdc
Committees shall be chaired by a Member of the Board. The meetings of Standing
Committees shall be held livaccordance with the Brown Act, unless exempted by'said
Act.
24
ARTICLE Vill. APPOINTMENT OF OCCOG POLICY AND TECHNICAL
REPRESENTATIVES TO NON - OCCOG COMMITTEES
8.1 OCCOG Board of Directors
The Board may appoint a board member to represent the OCCOG Board on non-
OCCOG policy committees, task forces and working groups.
8.2 OCCOG Executive Director
The Executive Director may appoint staff representatives to represent the
OCCOG on staff - level, non - OCCOG technical and policy committees and
working groups.
ARTICLE DL STAFFING
9.1 OCCOG Executive Director
The Board shall have the. power to appoint, by employment or on a contractual
basis, and remove an administrative officer to serve as the Executive Director of
the Board. Said Executive Director shall have full authority and responsibility to
implement the purposes and objectives of the OCCOG, subject to the general
authority of the Board and specific definition of duties, responsibilities and
compensation by contract or employment tarms approved by the Board and as
provided by the OCCOG: bylaws.
The Executive Director shall be the chief administrative officer of the OCCOG
and administer the stairs of the OCCOG. He shall receive such compensation as
maybe fixed by the Board. Thepowerand deities of the Executive Director shall
be subject to the authority of and °as directed by the Board of Directors, and may
Include the following:
A. To appoint, direct and remove all employees of the OCCOG and to retain
c ansi pants in a manner compfiarht with legal or funding agency
regtrirameMs.
B. Amwaltyto prepare and present a proposed budget to the Board and to
control approgad.budget
FE
C. To serve as the Secretary to the Board..
D. To attend the meetings of the Board.
E. To serve as the OCCOG Subregional Coordinator to SCAG, representing
the Orange County SCAG subregion.
F. To perform such other and additional duties as the Board, these Bylaws
or applicable law may require.
The duties of the Executive Director may be delegated by the Executive Director
to subordinate employees or performed through contractual services.
9.2 General Counsel
The Board shall appoint General Counsel to serve as legal advisor in all matters
related to the performance of the OCCOG.
9.3 Additional Staff, Consultants or Agents
The Board may appoint any additional staff, consultants or agents, as deemed
necessary or desirable, by approval of the Board. Such additional officers may be
officers or employees of a Member Agency,.or the Board may approve entering
into a contractual agreement for services for any function necessary for the
Board to carry out its purpose, which additional of hers or employees shall not be
deemed employees of the OCCOG.
SA Staff Responsibilities
Responsfbflities of the individuals assigned to OCCOG tasks shall be determined
by the Executive Director.
0,5 Status of Members, Officers and Emptoye®s
As provided In Government Code $anion Om,'� 01 Of ithe privileges and
Immunfffes from liability and other beiiefiis which apply to the activity of officers,
agents, or employees of any of the° tiMendws :when performing #wk respective
functions within the territorial Umfts of fesp tive:pubUc agencies shall apply
to them white engaged In the perfotnianae O any of their functions and dirties 11
extaaterylWaUy under the Agreemedt.or then t3y o*
U
ARTICLE k FINANCES
10.1 Treasurer
Pursuant to Government Code Section 6505 and 6505.5 governing the
accountability of all funds and report of all receipt and disbursements for
agencies created pursuant to a joint pourers agreement, the Board shall
designate the Treasurer of one of the Member Agencies or a certified pubilc
accountant, to serve as the "Treasurer' of the OCCOG at the pleasure of the
Board. The Treasurer shall be the depository and have custody of all the money
of the OCCOG from whatever source, and shall provide strict accountability of
said funds In accordance with Government Code" Sections 6505 and 6505.5.
The Treasurer shall possess the 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.
Particularly, the Treasurer shall perform, but not be limited to, the following
dutes:
(a) Receive and receipt for all money of OCCOG, and ph" it In a
separate bank account in the name of OCCOG under the control
of the Treasurer so designated to the credit of OCCOG;
r ! ♦ • • iM •'C ! xe e
n Pay any other sums •- from OCCOG, F C F FTt money or
any portion therooti only upon wartatO of #0 PoW *111cer
pefforming the functions ofAudlimWoftilleir V*p has been
r: ! C3 t t! 1
24
as of the last day of June, September, December and March,
respectively, the amount of receipts since the last report, and the
amount paid out since the last report.
(f) Invest surplus OCCOG funds in accordance with an OCCOG
Investment Policy, as adopted by the OCCOG Board and as
established in the OCCOG Policies and Procedures Manual.
10.2 AuditorlCordrotler
The Board shall select an Auditor /Controller for the OCCOG pursuant to
Government Coda Section 6505 at seq. governing the accountability of all funds
and report of all receipt and disbursements for agencies created pursuant to a
joint powers agreement. The Auditor/Controller shall maintain the financial
records according to generally accepted accounting principles. The
AudW/Contrelter shall draw warrants to pay demands against the OCCOG when
such demands have been approved by the Board or by any other person duly
authorized to approve said demands.
10.3 Wsbursamerd of OCCOG Funds
The Board shag adopt procedures on the establishment of a separate bank
account fah the OCCOG, with said procedures identifying the authorized
signatories to any disbursement of OCCOG funds from saki bank account. The
authorized signatories to any disbursement of OCCOG funds shall be reviewed
and adopted each year by the Board, and shall be included in the OCCOG
Policies and Procedures: Manual. Any disbursement of'OCCOG funds shall
require a total of two signatures, including one Board member and one OCCOG
management staff (Executive Director or Treasurer). The OCCOG
AudlitorlController shall not be an authorized signatory to any disbursement of
OCCOG funds,
110A Annuat-Audit
The AuditatlControiler shall,controct wkth An independent cer fkd p
aveouktant`to make alt annual audit of the accounts and ffmncW mggrds Qf the:
Ot . The minimum requirements of the audit Shalt be those W0000,by
25
the State Controller for special districts under Section 26909 of the Government
Cate and shall conform to generally accepted accounting standards. A report
thereof shall be filed as a public record with the Board, each of the Member
Agencies, and the Orange County Auditor within twelve (12) months of the and of
the fiscal year under examination.
10.3 Bonding Requirement
The officers or persons who have charge of, handle, or have access to any
property of the OCCOG shall be persons designated as such by the Board.
Each such designated officer or person shall be required to file an official bond
with the Board in an amount which shall be established by the Board. No bond
shall be required unless and until.the OCCOG receives funds or is reasonably
expected to receive funds.
ARTICLE M. AMENDMENTS
11.1 Amendments
Amendments to these Bylaws may be proposed by formal recommendation of
the General Assembly to be approved by a majority of the Board.
Alternatively, the Board may adopt an amendment to these Bylaws proposed by
any Board Member upon approval by three- fourths (314) of the total voting
membership of the Board maktng the Wowing findings:
(a) there, is hoed to take action,
(b) there is need. for action prior to the nod annual meeting of the General
Assa nbty;
11.2 htterpretadon Of Oybws
®°
STATE OF CALIFORNIA }
COUNTY OF ORANGE } ss.
CITY OF NEWPORT BEACH }
I, Leilani I. Brown, City Clerk of the City of Newport Beach, California, do hereby
certify that the whole number of members of the City Council is seven; that the foregoing resolution,
being Resolution No. 2009 -55 was duly and regularly introduced before and adopted by the City
Council of said City at a regular meeting of said Council, duly and regularly held on the 28th day of
July, 2009, and that the same was so passed and adopted by the following vote, to wit:
Ayes: Henn, Rosansky, Curry, Webb, Gardner, Daigle, Mayor Selich
Noes: None
Absent: None
Abstain: None
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
official seal of said City this 29th day of July, 2009.
X rno" -j
City Clerk
Newport Beach, C ifornia
(Seal)