HomeMy WebLinkAbout05 - Orange County Council of Governments (OCCOG)CITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. 5
July 28, 2009
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: City Manager's Office
Homer Bludau, City Manager
949/644 -3000 or hbludau @city.newport- beach.ca.us
SUBJECT: Resolution Approving Amended Joint Powers Agreement, Including
Bylaws, for the Orange County Council of Governments ( OCCOG),
Which Redefines Board Membership, Voting Provisions, Dues and
Other OCCOG Operational Issues
ISSUE:
Does the City Council want to approve the amended Joint Powers Agreement and bylaws
for the Orange County Council of Governments?
RECOMMENDATION:
(1) Adopt the attached resolution approving an amended and restated Orange County
Council of Governments ( OCCOG) Joint Powers Agreement; and,
(2) Authorize the Mayor to execute the amended and restated Joint Powers Agreement, and
transmit the signed OCCOG Joint Powers Agreement to the OCCOG Interim Executive
Director.
DISCUSSION:
Background:
As a 40- member joint powers authority, OCCOG serves as an official Orange County
subregion of the Southern California Association of Governments (SCAG).
OCCOG, through its Board of Directors of elected Orange County representatives, its
representatives on SCAG's Governing Board and policy committees, and its Technical
Advisory Committee, provides a coordinated mechanism for Orange County technical and
policy recommendations to be issued on SCAG plans and programs and on behalf of its
member agencies. Key areas include:
Resolution Approving Amended Joint Powers Agreement for OCCOG
July 28, 2009
Page 2
• Protecting Orange County interests in SCAG's adoption of a Regional Housing
Needs Assessment (RHNA) allocation to local jurisdictions in the six - county SCAG
region;
• Protecting a local, bottoms -up development of the Orange County Projections, which
represents Orange County's official growth forecast for local, countywide and
regional planning;
• Adopting the Orange County official growth forecast, which is now required by
statute to be used for RHNA allocations and for regional transportation planning;
and,
• Providing input and recommendations on new requirements relating to SB 375 and
its Sustainable Communities Strategy, which seeks to reduce greenhouse gas
emissions by shifting future and higher - intensity growth near transit stations and
facilities.
[An Information Sheet that summarizes background information on OCCOG is provided in
Attachment 1.]
Forty agencies, including Newport Beach, are currently members of OCCOG. Member
Agencies include all Orange County cities, the County of Orange, Orange County
Transportation Authority, the Transportation Corridor Agencies, and Orange County special
districts, including the Orange County Sanitation District and the Independent Special
Districts of Orange County.
REQUEST:
In 2009, the OCCOG Board of Directors completed an overdue and comprehensive revision
to the original 1996 OCCOG joint powers agreement provisions. The OCCOG Board
recognized the need to amend and restate the original joint powers agreement in order to:
update its references to OCCOG's administration and establish an OCCOG Executive
Director; streamline and make consistent provisions relating to the joint powers agreement
and OCCOG bylaws; and update the references to the member agencies and their voting
on the OCCOG board.
Key provisions of the amended and restated OCCOG joint powers agreement are detailed
in the Information Sheet, Attachment 1. In particular, the amended and restated OCCOG
joint powers agreement provides the authority for OCCOG to:
1) Establish annual membership dues to assist in financing its operation — which
had been previously absorbed by certain volunteer cities — and which was a key
recommendation of the Orange County City Managers Association; and,
2) Broaden the powers of OCCOG to be able to retain staff and consultants to
conduct its responsibilities as a SCAG subregion.
The OCCOG Board of Directors, at its meeting of June 25, 2009, unanimously adopted the
amended and restated joint powers agreement, and requests that said agreement be
transmitted to each OCCOG member agency for review, approval and execution,
a
Resolution Approving Amended Joint Powers Agreement for OCCOG
July 28, 2009
Page 3
Further, a 2009 comprehensive amendment to the OCCOG bylaws was also adopted by the
OCCOG Board on June 25, 2009. The revised bylaws require that any elected official that
represents OCCOG — including any OCCOG Board Member and Alternate, and any elected
official serving as an OCCOG Subregional Representative on SCAG's policy committees —
be from a dues - paying OCCOG Member Agency in good standing.
CONCLUSION:
Newport Beach staff has reviewed the OCCOG documents, and recommends that our City
continue to be a Member Agency of OCCOG and further recommends that the City Council
adopt the attached resolution to approve the amended and restated OCCOG joint powers
agreement.
The City Manager believes that membership in OCCOG will effectively serve and protect
the interests of the community. Already, a new cycle of RHNA, updated growth forecasts,
and a 2012 regional transportation plan are under technical development at SCAG. Overlaid
with these traditional requirements will be the new requirements imposed by SB375, which
mandate that land use, RHNA, and transportation planning be integrated and accomplished
within a framework of air quality and greenhouse gas emissions reductions.
By executing the amended and restated joint powers agreement, Newport Beach will be
able to achieve economies of scale and cost effectiveness in monitoring and addressing
these state and regional issues and maintaining a coordinated Orange County voice
through OCCOG's representatives.
Environmental Review: The City Council's approval of this Agenda Item does not require
environmental review.
Public Notice: This agenda item has been noticed according to the Brown Act (72 hours in
advance of the meeting at which the Council considers the item).
Submitted by:
/
HOMER L. B DATJ
City Manager
Attachments: Resolution 2009 -
Amended and Restated Joint Powers Agreement
Amended Bylaws
Resolution Approving Amended Joint Powers Agreement for OCCOG
July 28, 2009
Page 4
ATTACHMENT
OCCOG INFORMATION SHEET
The OCCOG was established as a joint powers authority through an executed joint powers
agreement that was entered into by thirty (30) founding Member Agencies between April 1996
and January 1998.
These member agencies recognized the public interest, convenience and necessity in creating
a separate legal entity — known as the OCCOG —to establish a unified Orange County position
in performing its charge as an official subregion of the Southern California Association of
Governments (SCAG).
As a joint powers authority, OCCOG serves to monitor, analyze and provides Orange County
technical and policy recommendations on all SCAG plans and programs, on behalf of its current
forty members. Members include all Orange County cities, the County of Orange, Orange
County Transportation Authority, the Transportation Corridor Agencies, and Orange County
special districts including the Orange County Sanitation District and the Independent Special
Districts of Orange County.
Key OCCOG responsibilities include
Protecting Orange County interests in SCAG's development of the Regional Housing
Needs Assessment (RHNA) allocation to local jurisdictions in the six - county SCAG
region;
Protecting the local, bottoms -up development of the Orange County Projections, which
represents Orange County's official growth forecast for local, countywide and regional
planning;
Adopting said official growth forecast, which is now required by statute to be used for
RHNA allocations and for regional transportation planning; and,
Providing input and recommendations on new requirements relating to SB 375 and its
Sustainable Communities Strategy that seeks to reduce greenhouse gas emissions by
shifting future and higher - intensity growth near transit stations and facilities.
This is conducted through OCCOG's staff -level Technical Advisory Committee, its Board of
Directors of elected Orange County representatives, and its representation of OCCOG Board of
Directors on SCAG's Governing Board and policy level committees.
OCCOG Amended and Restated Joint Powers Agreement
As the OCCOG undertook technical and policy revisions to its bylaws in 2009, OCCOG
recognized that certain proposed bylaws revisions would concurrently require amendment to the
original joint powers agreement. In turn, additional revisions were in order, to update outdated
provisions in the agreement and to further authorize certain new provisions, such as
establishing the authority for Member Agency dues.
On June 25, 2009, the OCCOG Board of Directors adopted an amended and restated OCCOG
joint powers agreement, and authorized the amended joint powers agreement to be transmitted
to OCCOG Member Agencies for their individual execution.
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Resolution Approving Amended Joint Powers Agreement for OCCOG
July 28, 2009
Page 5
Key changes that were made to the OCCOG joint powers agreement are as follows:
• Updates the list of OCCOG member agencies;
• Updates the OCCOG voting member list of member agencies;
• Adds the provision for the establishment and member agency payment of dues;
• Streamlines the agreement's provisions so that specific terms governing how each
voting member is comprised, is established pursuant to the OCCOG bylaws, therefore
eliminating the requirement that the JPA be amended by each Member Agency for any
subsequent clarifications;
• Clarifies the powers and limitations of the OCCOG;
• Replaces the designation of the City of Lake Forest with the Orange County
Transportation Authority as the entity required to be designated in the agreement,
pursuant to Government Code 6509, which requires the specific identification of a
member agency whose powers are reflective of the limitations of the OCCOG as a
whole;
• Broadens the powers of the OCCOG to retain staff and consultants; and,
• Eliminates the specific designation of OCCOG committees, and instead, provides for the
OCCOG bylaws to specify any committee created by the OCCOG Board to assist in
executing OCCOG functions.
The amended and restated OCCOG joint powers agreement is included as Exhibit A to the
attached resolution of action.
The OCCOG Board of Directors concurrently conducted a comprehensive assessment and
revision to its adopted bylaws, in consultation with the OCCOG Board Ad Hoc Bylaws
Subcommittee and with input from the Orange County City Managers Association OCCOG
Oversight Committee.
The revised OCCOG bylaws provide for a more defined discussion of OCCOG, describes its
purpose and responsibilities, outlines how its members are elected and selected, and
establishes procedures for the conduct of its operations.
The OCCOG Board of Directors, at its meeting of June 25, 2009, reviewed, considered and
adopted a comprehensive technical and policy revision to its operating bylaws. The 2009
amendment to the OCCOG bylaws is consistent with the 2009 amended and restated OCCOG
joint powers agreement. The OCCOG bylaws are presented for your information and reference
in Attachment 2.
The OCCOG Board of Directors requests that each OCCOG Member Agency approve and
execute the amended and restated OCCOG Joint Powers Agreement, and transmit the signed
agreement to the OCCOG Interim Executive Director effective FY 2009 -10.
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RESOLUTION 2009-
A RESOLUTION 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 adoption of the resolution.
ADOPTED this 2e day of July, 2009,
EDWARD D. SELICH
Mayor of Newport Beach
ATTEST:
LEILANI I. BROWN
City Clerk
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AMENDED AND RESTATED
JOINT POWERS AGREEMENT
ESTABLISHING THE
ORANGE COUNTY COUNCIL OF GOVERNMENTS
This presentation reflects the Amended and Restated Agreement made
between the Member Agencies (listed in Exhibit 1) hereinafter collectively or
individually referred to as "Member Agencies."
RECITALS
A. Chapter 5 of Division 7 of Title 1 (commencing with Section 6500)
of the California Government Code authorizes two (2) or more public agencies to
jointly exercise any power common to them.
B. Each Member Agency and party 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 public entities on a range of issues that
affect multiple interests.
D. Member Agencies believe that the joint exercise of their powers will
provide an organization capable of conducting studies and projects designed to
improve and coordinate common governmental responsibilities and services on an
areawide and regional basis through the establishment of a council of governments.
E. Member Agencies wish to create a unified subregional organization
which will improve Orange County's abilities to be represented in the southern
California region, the State of California and the nation on issues and matters that
affect collective Orange County interests.
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F. Member Agencies believe that an Orange County 'Council of
Governments ( "OCCOG') is best suited to accomplish the preparation of
subtegional 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 JPA ") 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
effectively at accomplishing its purposes, as outlined in the Original JPA, and seeks
to have the Original JPA amended by this Amended and Restated JPA to better
comport with the present and anticipated future needs of the OCCOG.
NOW, THEREFORE, in consideration of the recitals and the mutual
obligations of the parties as herein expressed, Member Agencies agree as follows:
SECTION 1
ESTABLISHMENT
This Agreement amends and supersedes the Original JPA in its entirety.
There is hereby created an organization known and denominated as the Orange
County Council of Governments (OCCOG) which shall be a public entity, separate
and apart from any member city or county. The Orange County Council of
Governments shall be governed by the terms of this Joint Powers Agreement and
the Rules, duly passed and adopted by the Board.
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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. Seek economies of scale whenever practical in the
administration of governmental services;
C. Exercise jointly the common powers of its members to
manage and administer any implementation agreement or
program;
f. Make and enter into contracts;
g. Contract for the services of engineers, attorneys, planners,
financial consultants and others and employ such other
persons, as it deems necessary:
h. Adopt rules, regulations, policies, bylaws and procedures
governing the operation of OCCOG;
i. Apply for grants under any federal, state, regional or local
programs as needed to achieve member objectives;
j. Seek the adoption or defeat of any federal, state or local
legislation or regulation necessary or desirable to accomplish
the stated purposes and objectives of the OCCOG;
k. Incur debts, liabilities or obligations;
1. Acquire, hold or dispose of property;
M. Receive gifts, contributions and donations of property, funds,
services and other forms of financial assistance from persons,
firms, corporations and any governmental entity;
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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
ORGANIZATION
3.1 Membership
The parties 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 not, pursuant to provisions hereof, withdrawn from the
OCCOG.
Other entities within Orange County may petition to become a member of
the OCCOG by submitting to the Board of Directors ( "Board') a resolution
adopted by its governing body. The Board shall review the petition
for membership and shall vote to approve or disapprove the petition. If the petition
is approved by a majority of the Board the petitioning entity shall become a
member of the OCCOG.
The names of the member parties at any time shall be shown on Exhibit
1, attached, as amended or supplemented from time to time.
3.2 Withdrawal from Membership
Any member of OCCOG may, at any time, withdraw from the OCCOG.
The withdrawal of a member agency shall become effective ninety (90) days after a
resolution adopted by its governing body which authorizes withdrawal is received by
the OCCOG.
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3.3 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
BOARD OF DIRECTORS
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 OCCOG's Bylaws:
EMPAX
No. of
Members
Voting
County of Orange
I
Orange County Transportation Authority
1
Orange County Transportation Corridor Agencies
1
Orange County Sanitation Districts
1
Orange County ISDOC /Water Agencies Representative
1
Orange County Representative to SCAQMD
1
Orange County Delegates to SCAG
12
Orange County SCAG representative
1
At -large Orange County Cities Member
1
Total Members
20 voting
Additionally, there shall be one Orange County Division, League of
California Cities Representative (non -voting Ex- Officio), one Private Sector
Representative (non - voting Ex- Officio) and one University Representative (non-
voting Ex- Officio) on the OCCOG Board, but more may be established based on
needs and in accordance with the OCCOG's Bylaws.
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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 the appointing entity or no longer qualifies to serve as a member of the appointing
entity, he /she shall no longer serve on the OCCOG Board. 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 (i.e., elected
officials for voting members). Alternate directors shall receive all meeting notices
and written material sent to directors and shall have the right to participate 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
member shall apply to alternate board members.
4.4 Ex- Officio Representatives
Such representatives shall receive all meeting notices, shall have the right to
participate in Board discussions, and shall have the right to place matters on the
agenda, but shall not be counted towards a quorum of the Board and shall have no
vote.
4.5 No Dual Representation
It is recognized that elected officials often represent various agencies by
serving on various boards, committees, etc. In instances where elected officials
represent more than one OCCOG member agency, the official will choose one
agency to represent. When an elected official is the sole representative of an agency,
the elected official shall represent that agency on the OCCOG Board. Procedures
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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 Quorum
A majority of appointed voting directors shall constitute a quorum for acting
on the business of the Board. If such number of Board members is an even
number, a majority shall be one more than half the number of appointed directors
to the Board.
4.8 Meetings
Regular Meetings: Regular meetings of the Board shall be held every month
according to a schedule approved by the Board at its first meeting each calendar
year.
Special Meetings: Special meetings may be called by the Chairman or a
quorum of Board members.
Brown Act: All meetings shall be called and conducted in accordance
with the Ralph M. Brown Act.
4.9 Bylaws
Bylaws providing additional details pertaining to the conduct of OCCOG
and its support structure will be established and approved by the OCCOG Board.
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SECTION 5
STAFFING. FUNDING AND ADDITIONAL
RESPONSIBILITIES
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 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 terms as approved by the Board and
as provided by the OCCOG Bylaws. The dunes of the Executive Director may be
delegated by the Executive Director to subordinate employees or performed through
contractual services.
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 officers or employees shall not be deemed
employees of the OCCOG.
Additional support to OCCOG may be provided through committees, as
established in the Bylaws.
5.2 Funding
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 costs as stipulated by OCCOG's
annual adopted budget, which dues shall initially be set at the amount provided as
Exhibit "2" attached hereto and, thereafter, adjusted pursuant to OCCOG's annual
adopted budget Said dues structure shall be established by resolution of the Board
and shall be updated annually.
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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.
5.3 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 provide recommendations. The OCCOG shall 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 OCCOG 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 - member agencies be made for the OCCOG to assume responsibility for
delivery of services, development of plans, programs or similar activities, the
OCCOG would assume said responsibilities upon approval of its Board, with
concurrence of the affected agency(ies).
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SECTION 6
FINANCES
6.1 Budget
Prior to July lst of each fiscal year, the Board shall adopt a budget.
6.2 Designation of Treasurer and Auditor /Controller
The 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 held by the OCCOG. The Treasurer shall
perform 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.
6.3 Obligations of the OCCOG
As authorized by California Government Code Section 6508.1, the debts,
liabilities and obligations of the OCCOG shall be the debts, liabilities or obligations
of the OCCOG alone. 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 shall be the debts, liabilities and
obligations of the OCCOG alone, and not of the Members.
6.4 Control and Investment of OCCOG Funds
The Board shall adopt a policy for the control and investment of its funds and
shall require strict compliance with such policy. The policy shall comply, in all
respects, with all provisions of applicable law.
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6.5 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
INDEMNITY
Each parry hereto agrees to indemnify and hold the other parties harmless
from all liability for damage, actual or alleged, to persons or property arising out of
or resulting from negligent acts or omissions of the indemnifying party of its
employees.
The member agencies, and their employees, officers, members and directors
will not be liable to OCCOG (or anyone who may claim any right because of a
relationship with OCCOG) for any acts or omissions related to the service to
OCCOG. OCCOG and its members will indemnify and hold the members harmless
from any obligations, costs, claims, judgments, attorney's fees, and /or attachments in
any way connected with the services provided to OCCOG under this agreement.
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SECTION 8
TERMINATION 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 Distribution 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
MISCELLANEOUS
9.1 Effective Date
This Agreement shall be effective and the Orange County Council of
Governments shall exist from and after such date as this Agreement has been
executed by 50 percent plus one of the cities or the County of Orange in Orange
County representing over 50 percent of the County's population.
12
v
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
evidenced by the signatures below.
MEMBER AGENCY
LE
Date:
ATTEST:
By-.
APPROVED AS TO FORM:
Title:
By: L►�1�
a+1 hokwvey o5 niA%&"t I6W,, ,
EXHIBIT 1
MEMBER AGENCIES LISTING
City of Ahso 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 Viejo
City of Newport Beach
City of Orange
City of Placentia
City of Rancho Santa Margarita
City of San Clemente
City of San Juan Capistrano
City of Santa Ana
City of Seal Beach
City of Stanton
City of Tustin
City of Villa Park
City of Westminster
City of Yorba Linda
County of Orange
Orange County Independent Special Districts /Water Agencies
Orange County Transportation Authority
Foothill / Eastern 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
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
EXHIBIT 2
FY2009 -10 OCCOG MEMBERSHIP DUES
Adopted by the OCCOG Board of Dizectots at its Regular Meeting of June 25, 2009
a3
B .
ALISO VIEJO
45,249
1.45%
$
1666.67
$ 1,932.94
$ 3,599.61
$
3,599.61
ANAHEIM
346,823
11.11%
$
1,666.67
$ 14,815.56
$ 16,482.22
$
5,000.00
BREA
40,081
1.28%
$
1,666.67
$ 1712.18
$ 3378.84
$
3378.84
BUENAPARK
82,768
2.65%
$
1,666.67
$ 3,535.68
$ 5,202.34
$
5,000.00
COSTAMESA
113,955
3.65%
$
1,666.67
$ 4,867.92
$ 6,534.59
$
5,000.00
CYPRESS
49.541
1.59%
$
1,666.67
$ 2,116.29
$ 3,782.95
$
3,78295
DANA POINT
36,982
1.18%
$
1,666.67
$ 1,579.79
$ 3,246A6
$
3,246.46
FOUNTAIN VALLEY
57,925
1.86%
$
1,666.67
$ 2,474.44
$ 4141.10
$
4,141.10
FULLERTON
137,437
4.400/.
$
1.666.67
$ 5,871.02
$ 7,537.69
$
5,000.00
GARDEN GROVE
173,067
5.54%
$
1,666.67
$ 7,393.06
$ 9,059.73
$
5,000.00
HUNTINGTON BEACH
201,993
6.47%
$
1,666.67
$ 8,628.72
$ 10,295.39
$
5,000.00
IRVINE
209,806
6.72%
$
1666.67
$ 8962.47
$ 10,629.14
$
5,000.00
LA HABRA
62,635
2.01%
$
1,666.67
$ 2,675.64
$ 4,342.30
$
4,342.30
LA PALMA
- 16,176
0.52%
$
1,666.67
$ 691.00
$ 2,357.67
$
2,357.67
LAGUNABEACH
25,131
0.81%
$
1,666.67
$ 1073.54
$ 2740.21
$
2740.21
LAGUNAHILLS
33,421
1.07%
$
1,666.67
$ 1,427.68
$ 3,094.34
$
3094.34
LAGUNANIGUEL
66,877
214%
$
1,666.67
$ 2,856.85
1 $ 4,523.51
$
4,523.51
LAGUNAWOODS
18,442
0.59%
$
1,666.67
$ 787.80
1 $ 2454.47
2454.47
LAKE FOREST
78,317
251%
$
1,666.67
$ 3,345.54
1 $ 5,012.21
$
5,000.00
LOSALAMITOS
12,191
0.39%
$
1,666.67
$ 520.77
$ 2,187.44
$
2,187.44
MISSION VIEJO
98,572
3.16%
$
1666.67
$ 4210.79
$ 5877.46
$
5,000.00
NEWPORT BEACH
84,554
2.71%
$
1,666.67
$ 3,611.97
$ 5,278.64
$
5,000.00
ORANGE
140,849
4.51%
$
1,666.67
$ 6016.78
$ 7683.44
$
5,000.00
PLACENTIA
51,727
1.66%
$
1,666.67
$ 2,209.67
$ 3,876.34
$
3,876.34
RANCHO SANTA MARGARITA
49,764
1.59%
$
1,666.67
$ 212581
$ 3,792.48
$
3,792.48
SAN CLEMENTE
67,892
2.18%
$
1,666.67
$ 2,900.20
$ 4,566.87
$
4,566.87
SAN JUAN CAPISTRANO
36,782
1.18%
$
1.666.67
$ 1,571.25
$ 3,237.92
3,237.92
SANTAANA
353,184
11.32%
$
1666.67
$ 15,087.28
_$ 16,753.95
$
5,000.00
SEAL BEACH
25,986
0.83%
$
1,666.67
$ 1,110.07
$ 2,776.73
$
2,776.73
STANTON
39,276
7.26%
$
1,666.67
$ 1,677.79
$ 3344.46
$
3,344.46
TUSTIN
74,218
2.38%
$
1,666.67
$ 3,170.44
$ 4,837.10
$
4,837.10
VILLA PARK
6,259
0.20°t
$
1,666.67
$ 267.37
$ 1,934.04
$
1,934.04
WESTMINSTER
93,027
2.98%
$
1666.67
$ 3973.92
$ 5,640.59
$
5,000.00
YORBALINDA
68,312
2.19%
$
1,666.67
$ 2,918.15
$ 4,584.81
$
4,584.81
COUNTY OF ORANGE
122,032
3.91%
$
1,666.67
$ 5,212,95
$ 6,879.62
$
5,000.00
OCTA"
0
0.00%
$
$
5,000.00
TCA'
0
0.00%
$
$
5,000.00
OC Sanitation District'
0
0.00%
$
-
$
5 000.00
OC Special Districts ISDOC =
0
0.00%
$
$
5,000.00
South Coast AOMD
0
0.00%
$
$
5,000.00
Total
3,121,251
100.00%
$58,333.33
$ 167,799.65
a3
AMENDED
BYLAWS
OF THE
ORANGE COUNTY COUNCIL OF GOVERNMENTS
Adopted by the Orange County Council of Governments
June 25, 2009
,N i
TABLE OF CONTENTS
Preamble.............. ...............................
Article I. Definitions ...........................
Article II. Purpose and Responsibilities
Page No.
.................................................. I........... 1
................................. ..... I ........... --- ..... 1
2.1
Purpose of OCCOG .................................................. ...............................
2.2
Responsibilities ......................................................... ...............................
2.3
General Powers ........................................................ ...............................
2.4
Limitation of Powers .................................................. ...............................
Article III. Membership
4
4
.... 5
8
9
3.1
Members of the OCCOG .........................................................
............................... 9
3.2
Membership Dues ....................................................................
.............................10
3.3
Withdrawal ...............................................................................
.............................10
Article IV.
General Assembly ..................................................................
.............................11
4.1
Meetings., ......... ............... ....................................................................
...... 11
4.2
Consideration of Issues ...........................................................
.............................11
4.3
Powers .....................................................................................
.............................12
Article V.
Board of Directors .................................................................
.............................12
5.1
Representation ........................................................................
.............................12
5.2
Selection of Board Members ....................................................
.............................15
5.3
Board Vacancies and Term of Office .......................................
.............................17
5.4
Officers ....................................................................................
.............................17
5.5
Meetings ..................................................................................
.............................18
ArticleVI.
Committees ............................................................................
.............................19
6.1
Procedural Regulations ............................................................
.............................19
6.2
Executive Management Committee .........................................
.............................20
6.3
Technical Advisory Committee .................................................
.............................21
Article VII. Standing and Ad Hoc Committees ........................................ .............................21
Article ViN. Appointment mfOCCOGPolicy and Technical Representatives tmN¢m^
OCCOGCommittees .................................................. ................................................
~.... �22
8.1
(]CC{}G Board mf Directors ........................................................
.—.................. 22
8.2
[}CC(}G Executive Director ..................................................................................
22
ArticleIX
Staffing ............................................... ................................................................
22
9.1
[)CCOG Executive Director ..................................................................................
22
3.2
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
101
Treasurer ............................................................................................................
24
10.2
Auditor/Controller ..................................................................................................
25
103
Disbursement uf(]CCC)G Funds ...........................................................................
25
10.4
Annual Auudit. ............. ...................................... ............................................
.... 25
10.5
Bonding Requirement ...........................................................................................
26
ArticleXI.
Amendments ................................................................................................
...... 2O
11]
Amendments ................................................................................................
~..... 26
__
BYLAWS
ORANGE COUNTY COUNCIL OF GOVERNMENTS
(A JOINT POWERS AUTHORITY)
PREAMBLE
The Orange County Council of Governments ( "OCCOG ") 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 duly 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 1. DEFINITIONS
For purposes of these Bylaws and throughout the Agreement, the following words,
terms, phrases and their derivations shall have the meaning given herein. Hereinafter,
the word "shall' is always mandatory and not merely directory.
Affected Agency" shall mean any public agency that is statutorily responsible for
providing a specified and particular service.
"Agreement" shall mean the Joint Powers Agreement for the Orange County Council of
Governments.
"Alternate Board Member" or "Alternate" shall mean an individual who is designated to
substitute in the capacity as a Member of the OOCOG Board for a specified Board
Member who may become absent. The Alternate shall not become a governing director
of OCCOG or serve as Board Member until such time as the Alternate assumes the seat
of the absent Board Member.
a71
"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 July 1 to and including the following
June 30.
"Founding Member" shall mean a Member whose governing body determined to join
the OCCOG prior to the first Board meeting on August 15, 1996.
°General Assembly" shall mean the collective OCCOG body consisting of one voting
representative designated by each Member Agency.
"ISDOC" shall mean the Independent Special Districts of Orange County.
"League of California Cities" shall refer to the association of public entities, which
comprise the Orange County Division of the League of California Cities.
"Member Agency" or "Member shall mean a party to the Joint Powers Agreement for
the OCCOG, whose dues - paying membership is in good standing.
2
ag
"Member of the General Assembly" shall mean a representative to the OCCOG
General Assembly designated by a Member Agency.
"Non- voting Ex Officio 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 District" shall mean a geographic community of cities designated by SCAG.
OCCOG board representation on SCAG District city representative seats shall
correspond to the Orange County SCAG districts.
"Subregional Organization" shall mean a subregional planning agency as formally
established under a joint powers agreement pursuant to California Government Code
6500 et.seq. for general planning purposes.
an
ARTICLE II. PURPOSE AND RESPONSIBILITIES
21 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 Subregional Organization that represents Orange County on
mandated and non - mandated SCAG regional planning activities. Through
such designation as a Subregional 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 SCAG
programs.
B. Develop and adopt an Orange County Projections that serves as Orange
County's official growth forecast for local, areawide and regional planning
activities.
C. Provide a vehicle for the Members to engage cooperatively and
voluntarily on additional regional and cooperative planning efforts with
federal, state and regional agencies, including such planning issues as air
quality, water quality, and other issues as determined by the Board and
OCCOG's member agencies, and to provide an Orange County voice on
recommendations and solutions on such additional planning issues to
federal, state and regional agencies.
0
37�
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 SCAG subregional
organization that represents Orange County, the OCCOG shall have the
following responsibilities:
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 Orange County's technical and policy level review,
input and recommendations on SCAG activities, plans,
programs and processes that are mandated by State and
Federal law, such as the state - mandated Regional
Housing Needs Assessment (RHNA), the federal and
state - mandated Regional Transportation Plan, and the
state - mandated Sustainable Communities Strategy.
b. Provide Orange County's technical and policy level review,
input and recommendations on SCAG activities, plans,
programs and processes that are not mandated by State
and Federal law, such as SCAG's 2% Compass Blueprint
planning and SCAG's Regional Comprehensive Plan.
.:�I
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.
To build consensus among Member Agencies on the
development, planning, and implementation of SCAG policies and
programs.
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.
To conduct a technical and policy level review and approval of
Orange County's growth forecast, for transmittal to SCAG as
Orange County's official growth forecast for regional planning,
including the state and federally- mandated Regional
Transportation Plan and Sustainable Communities Strategy.
3. To conduct a technical and policy level review and approval of
Orange County's growth forecast, for use by Orange County
jurisdictions, Orange County transportation agencies, and Orange
County special districts, as the official growth forecast for Orange
County planning efforts.
4. To approve and support Orange County's official growth forecast
against any alternate forecasts developed for Orange County at
the State or regional levels, including any forecasts developed
through the Regional Housing Needs Assessment, State
Compass Blueprint planning, or SCAG's 2% Compass Blueprint
planning programs.
9
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.
To serve as an advocate in representing the Member Agencies at
the federal, state and regional levels on issues of importance to
OCCOG.
5. 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 services of
engineers, consultants, planners, financial consultants, attorneys and
single - purpose public /private groups, and separate and apart there from
to employ such other persons, as it deems necessary.
To serve as a mechanism for obtaining regional, state and federal grants
to assist in financing the expenditures of the OCCOG.
1'I
33
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, firms, corporations
and any governmental entity.
To delegate some or all of its powers to the Executive Director as
provided herein.
OCCOG staff shall also have the authority to examine issues as requested by
Member and Non - Member Agencies and present recommendations to the Board.
Non - Member agency affiliations shall include, but not be limited to:
• Planning Directors Association of Orange County
• Orange County Public Works City Engineers Association
However, the Executive Director and Board may not implement any authority
beyond those enumerated in Section 2.2 above, without the approval of two -
thirds (213) of the total voting membership of the Board and the concurrence of
affected agencies. For the purposes of these Bylaws, "concurrence of affected
agencies" shall mean all of those agencies statutorily responsible for providing
the service. Legal Counsel shall advise the Board on any procedural steps
required for the expansion of OCCOG's authority prior to Board approval of such
new authority.
2.3 General Powers
The OCCOG shall possess the authority to exercise any and all those legislative,
administrative, and financial powers which are common to all Members at the
time the power is exercised and are necessary to accomplish the purposes of the
OCCOG as stated above and throughout the Agreement, subject to the
limitations specified in Section 2.4 of these Bylaws below.
F:3
34
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 orjurisdiction 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.
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 III.
3.1 Members of the OCCOG
Members of the OCCOG shall be all dues - paying public agency parties to the
Agreement including any addendum, supplement or amendment thereto, as
individually executed on behalf of the respective governing bodies of the public
agency parties, and which have not duly withdrawn from the membership as
provided herein and which remain Members 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, 1996, as
established in OCCOG Board Resolution 97 -1, Exhibit II, attached hereto and
incorporated herein by this reference as Appendix A.
Any additional public agency located within the geographical boundaries of
Orange County may petition to become a Member of the OCCOG by submitting
to the Board a resolution adopted by the petitioner's governing body requesting
consideration for membership along with any additional information required by
the Board.
0
3S
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 1 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 costs 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 withdraw from membership at any time with or
without cause. Withdrawal does not become effective until ninety (90) days after
a resolution approved by the Member's governing body authorizing withdrawal is
submitted to the Board.
10
-� f--
ARTICLE IV. GENERAL ASSEMBLY
4.1 Meetings
The General Assembly shall consist of one voting representative or his /her
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 %) of the General Assembly. 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 54950 et 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 Assembly 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;
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, including a listing and amount of sources of funding and all
matching requirements and obligations to satisfy the funding, for all
projects proposed to be undertaken or coordinated by the OCCOG; and,
E. Any other issue agendized for consideration by the General Assembly as
requested by any Board Member, EMC Member, Member of the General
Assembly, or Executive Director, and as approved by the Board.
11
q�
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 shall be an Elected
Official of a Member Agency, Voting Members of the Board shall serve
the OCCOG Members as a whole, and shall represent no special group
or interest. Board Members shall be from a dues - paying OCCOG member
agency in good standing, with the exception of agencies represented on
non - voting, ex- officio seats of the Board.
B. Board members shall include representation from the public agencies,
special districts and agencies as listed herein, and shall not represent
more than one of the agencies included among the Board:
(1) County -At -Large Representative: 1 seat
(2) Orange County Transportation Authority (OCTA) Representative:
1 seat
(3) Transportation Corridor Agencies (TCA) Representative: 1 seat
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(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 Viejo, Dana
Point, Laguna Beach, Laguna Niguel, San Clemente and
San Juan Capistrano.
(b) District 13, representing the cities of Laguna Hills, Laguna
Woods, Lake Forest, Mission Viejo, and Rancho Santa
Margarita.
(c) District 14, representing the City of Irvine.
(d) District 15, representing the cities of Newport Beach, Costa
Mesa and Fountain Valley.
(e) District 16, representing the City of Santa Ana.
(f) District 17, representing the cities of Orange, Tustin and
Villa Park.
(g) District 18, representing the cities of Cypress, Garden
Grove and La Palma.
(h) District 19, representing the City of Anaheim.
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(i) District 20, representing the cities of Los Alamitos, Seal
Beach, Stanton, and Westminster.
Q) District 21, representing the cities of Buena Park and
Fullerton.
(k) District 22, representing the cities of Brea, La Habra,
Placentia and Yorba Linda.
(1) District 64, representing the City of Huntington Beach
(S) SCAG - County Representative: 1 seat
(9) Cities At -Large Representative: 1 seat
(10) 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 seat — Non - voting Ex Officio
C. Each Board Member may also appoint one or two Alternates to serve on
the Board in the absence of the appointed Board Member, provided that
the Alternate Member is an Elected Official from a dues - paying Member
Agency in good standing. The Alternate shall be designated within ten
(10) days of the appointment of the Board Member. Designated
Alternates shall receive all notices and written material as do Board
members.
D. Terms of Board Members and Alternate Board Members shall be
governed by the selection /election process for each category of
representative as described herein.
E. The Board may review the composition of cities in each SCAG district
every five years, in accordance with SCAG bylaws, to determine if
adjustments to SCAG district boundaries are warranted based on city
population data and newly- incorporated cities, and may make
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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: In 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 SCAG 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 Cities within the SCAG District.
B. Private Sector Representative: The Board shall appoint one person from
the private sector to serve as a Non - voting Ex Officio Member of the
Board, in accordance with selection procedures established by the Board.
C. University Representative: The Board shall appoint one person
representing Orange County Universities, to serve as a Non - voting Ex
Officio Member of the Board, in accordance with selection procedures
established by the Board. Appointees from the University of California at
Irvine (UCI), California State University at Fullerton (CSUF) and Chapman
University shall serve a 2 -year rotating term.
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Board Member Representatives that are appointed and serve 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.
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 Representative: The joint governing board of the County
Sanitation Districts of Orange County Nos. 1, 2, 3, 5, 6, 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. ISDOC Representative: The Board of Directors for ISDOC may appoint
one of its Board Members to the OCCOG Board, provided that the ISDOC
is a dues - paying Member Agency in good standing and that the appointee
is an Elected Official.
AQMD — Orange County Representative: The South Coast AQMD
Governing Board includes an Orange County- Cities Representative and
an Orange County Board of Supervisors Representative. Said
representatives shall select which representative shall serve as the
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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 Representative: The
Orange County Division, League of California Cities may appoint one
elected official to serve as a Non- voting Ex Officio member of the Board.
5.3 Board Vacancies and Term of Office
Unless otherwise provided in Section 5.2 above, the Executive Director shall
arrange for a special 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 Sections 5.1 and 5.2
herein, and said Board Member shall serve for the remainder of the term of
office.
5.4 Officers
A. The Officers of the OCCOG shall consist of the Chair and Vice Chair,
which positions shall be elected annually at the first regular meeting in
May or as soon thereafter when a quorum is reached, and shall be
elected by a majority of the Board Members in attendance.
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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. Meetino 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 may designate a different time, date, or location for
any Regular Meeting by giving notice of the change at the prior Regular
Meeting.
B. Special Meetinos: Special meetings of the Board may be called by the
Chair at any time or a majority of the Board Members present at any
Regular Meeting. The Chair or a majority of the Board Members present
shall direct the OCCOG Clerk of the Board to deliver notice of the Special
Meeting in compliance with the Brown Act.
C. Meeting Adiournment: The Board may adjourn a meeting from time to
time, with absentees notified thereof. In case there is no quorum present
at any meeting, the Board Members present may adjourn until a quorum
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is obtained that same day, may adjourn to any specified 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
quorum.
E. All Board meetings shall be called and conducted, and an agenda posted,
in accordance with the Brown Act and in accordance with adopted
OCCOG procedures. No business shall be transacted at any meeting
other than that stated in the notice of said meeting unless otherwise
authorized pursuant to the Brown Act.
ARTICLE VI. COMMITTEES
6.1 Procedural Regulations
All committees created by these Bylaws or by resolution of the Board, all
meetings held hereunder, and all actions taken by said Committees shall be
subject to the requirements of the Brown Act, as it now exists or may hereafter
be amended, and any conflict of interest regulations promulgated by the State of
California or the OCCOG Board.
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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 ISDOC /Water Agencies;
(d) Members of the Orange County Transportation Corridor
Agencies; and,
(e) Members of the County Sanitation Districts of Orange
County
(2) Five City Managers of Member Cities 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 first EMC meeting
of the calendar year to preside over the EMC meetings.
C. The EMC shall serve as an advisory body to the Board on subject matters
within the jurisdiction of the OCCOG. The EMC may provide advice and
comment to the Board and Executive Director regarding the
administration and management of the OCCOG with the approval of a
majority of the EMC Members present. The EMC shall have no authority
to take legislative action, but may make legislative and policy
recommendations to the Board with the approval of a majority of the EMC
members present.
D. The EMC shall transact no business on any issue that is not included in
the agenda for the EMC meeting. Nor shall the EMC take action on any
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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 TAC 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 TAC members present. TAC meetings shall be
governed by provisions of the Brown Act.
ARTICLE VII. 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, before they are
formed. 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 Committees shall be appointed for up to one year
terms. In making recommendations for members of the Standing and Ad Hoc
Committees, the Chair shall consider regional representation. A quorum of a Standing
or Ad Hoc Committee shall be a majority of its membership. All Standing or Ad Hoc
Committees shall be chaired by a Member of the Board. The meetings of Standing
Committees shall be held in accordance with the Brown Act, unless exempted by said
Act.
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ARTICLE VIII. 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 IX. 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 terms 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 affairs of the OCCOG. He shall receive such compensation as
may be fixed by the Board. The power and duties 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
consultants in a manner compliant with legal or funding agency
requirements.
B. Annually to prepare and present a proposed budget to the Board and to
control the approved budget.
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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 officers or employees shall not be
deemed employees of the OCCOG.
9.4 Staff Responsibilities
Responsibilities of the individuals assigned to OCCOG tasks shall be determined
by the Executive Director.
9.5 Status of Members' Officers and Employees
As provided in Government Code Section 6513, all of the privileges and
immunities from liability and other benefits which apply to the activity of officers,
agents, or employees of any of the Members when performing their respective
functions within the territorial limits of their respective public agencies shall apply
to them while engaged in the performance of any of their functions and duties
extraterritorially under the Agreement or these Bylaws.
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ARTICLE X. 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 powers agreement, the Board shall
designate the Treasurer of one of the Member Agencies or a certified public
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
duties:
(a) Receive and receipt for all money of OCCOG, and place it in a
separate bank account in the name of OCCOG under the control
of the Treasurer so designated to the credit of OCCOG;
(b) Be responsible upon his official bond for the safekeeping and
disbursement of all OCCOG money so held by him;
(c) Pay, when due, out of money of OCCOG so held by him, all sums
payable on outstanding bonds and coupons of OCCOG;
(d) Pay any other sums due from OCCOG, from OCCOG money or
any portion thereof, only upon warrants of the public officer
performing the functions of Auditor /Controller who has been
designated by the agreement; and
(e) Verify and report in writing by the Board meeting of August,
November, February and May of each year to the Board and to
the Member Agencies the amount of money held for the OCCOG
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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 Auditor /Controller
The Board shall select an Auditor /Controller for the OCCOG pursuant to
Government Code Section 6505 et 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
Auditor /Controller 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 Disbursement of OCCOG Funds
The Board shall adopt procedures on the establishment of a separate bank
account for the OCCOG, with said procedures identifying the authorized
signatories to any disbursement of OCCOG funds from said 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
Auditor /Controller shall not be an authorized signatory to any disbursement of
OCCOG funds.
10.4 Annual Audit
The Auditor /Controller shall contract with an independent certified public
accountant to make an annual audit of the accounts and financial records of the
OCCOG. The minimum requirements of the audit shall be those prescribed by
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the State Controller for special districts under Section 26909 of the Government
Code 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 end of
the fiscal year under examination.
10.5 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 XI. 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 (3/4) of the total voting
membership of the Board making the following findings:
(a) there is need to take action;
(b) there is need for action prior to the next annual meeting of the General
Assembly.
11.2 Interpretation of Bylaws
Any ambiguity or conflict regarding the interpretation of these Bylaws may be resolved
by a majority vote of the total membership of the Board.
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