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SR-100-000-06 (2) F:\CMANAGER\Staff Reports\Westside COG-JPA.doc Council Meeting: September 9, 2003 Santa Monica, CA TO: Mayor and City Council FROM: City Staff SUBJECT: Joint Powers Authority Agreement and By-Laws Governing the Westside Council of Governments including Beverly Hills, Culver City, Santa Monica, West Hollywood and Los Angeles. Introduction This report recommends Council approve a Joint Powers Authority (“JPA”) Agreement and By-Laws governing the Westside Cities Council of Governments (COG) involving Beverly Hills, Culver City, Santa Monica, West Hollywood and Los Angeles. Background The City Councils of the Westside Cities adopted resolutions approving in concept the formation of theWestside Council of Governments and appointed representatives to the nascent organizationOver the past year, the cities have met as a COG formation to . formalize communication among the cities and outside agencies in order to more responsively meet the demands and opportunities facing subregions in Southern California. For example, the cities crafted the JPA and By-Law documents, selected representatives to the MTA’s new sector approach for transit operations, adopted a draft mission statement, and preliminary work program and refined the outcomes of the Westside Mobility Study which will be presented to the cities in the fall. 1 Discussion: The COG will be a voluntary cooperative effort among the cities and not represent another level of government. The purpose is to forge consensus on policies and programs of regional significance. The COG structure provides a forum for discussion and communication as well as representation and advocacy on behalf of the Westside subregion. A COG structure allows the cities to be more competitive in responding to funding opportunities from Regional, State and Federal sources in order to present projects that maximize limited public funds through a multi-city approach. Lastly, the COG structure permits greater efficiency in regional programming such as in consolidating resources for contract or training services and in the submission of joint applications such as the MTA’s “Call for Projects”. In Santa Monica all major policy decisions will be brought back to the Council for approval, unless consistent with already adopted Council policy. Representatives of the five cities have reviewed the documents with legal and administrative input. The JPA agreement, which creates the COG as a legal entity, will be submitted to the Secretary of State. Budget Impact: Existing staff is working on all COG efforts so there is no additional personnel required at this time. Each member city has budgeted funds for first year facilitation and possible symposium costs in addition to depending on existing staff resources. For Santa Monica, $10,000 is available in account 01274.555060. 2 Recommendation: Staff recommends that the City Council approve the Joint Powers Authority Agreement and By-Laws documents. Attachments: A) Joint Powers Authority Agreement B) By-Laws Prepared by: Kathryn Vernez, Assistant to the City Manager for Government Relations 3 ATTACHMENT A JOINT EXERCISE OF POWERS AGREEMENT WESTSIDE CITIES COUNCIL OF GOVERNMENTS (A JOINT POWERS AUTHORITY) This Joint Exercise of Powers Agreement ("Agreement") is made and entered into by and between the public entities (collectively, "Members") whose names are set forth on Exhibit A, attached hereto and incorporated herein by this reference, pursuant to Section 6500 et seq. of the Government Code and other applicable law: W I T N E S S E T H: The parties hereto do agree as follows: Section 1. Recitals. This Agreement is made and entered into with respect to the following facts: A. Historically, the westside cities of Beverly Hills, Culver City, Santa Monica and West Hollywood, an informal association of elected officials and city managers of the Members, as well as the City of Los Angeles, through its City Councilmembers and staff, have played a valuable role in serving as a forum for the exchange of ideas and information among its member cities; however, the growing need for cities in the Westside area of Los Angeles County to develop and implement their own subregional policies and plans and voluntarily and cooperatively resolve differences among themselves requires a more representative and formal structure; B. The public interest requires a joint powers agency to conduct studies and projects designed to improve and coordinate the common governmental responsibilities and services on an area-wide and subregional basis through the establishment of a council of governments; C. The public interest requires that an agency explore areas of inter-governmental cooperation and coordination of government programs and provide recommendations and solutions to problems of common and general concern to its Members; D. The public interest requires that an agency with the aforementioned goals not possess the authority to compel any of its members to conduct any activities or implement any plans or strategies that they do not wish to undertake (except for the payment of dues, if any); E. Each Member is a governmental entity established by law with full powers of government in legislative, administrative, financial, and other related fields; F. Each Member, by and through its legislative body, has determined that a subregional organization to assist in planning and voluntary coordination 4 among the Westside area of Los Angeles County is required in furtherance of the public interest, necessity and convenience; and G. Each Member, by and through its legislative body, has independently determined that the public interest, convenience and necessity require the execution of this Agreement by and on behalf of each such Member. Section 2. Creation of Separate Legal Entity. It is the intention of the Members to create, by means of this Agreement, a separate legal entity within the meaning of Section 6503.5 of the Government Code. Accordingly, there is hereby created a separate legal entity, which shall exercise its powers in accordance with the provisions of this Agreement and applicable law. Section 3. Name. The name of the said separate legal entity shall be the Westside Cities Council of Governments ("WSCCOG"). Section 4. Purpose and Powers of the WSCCOG. A. Purpose of WSCCOG. The purpose of the creation of the WSCCOG is to enable the Members to voluntarily engage in regional and cooperative planning and coordination of government services and responsibilities so as to assist the Members in the conduct of their affairs. The WSCCOG shall not possess the authority to compel any of its members to conduct any activities or implement any plans or strategies that they do not wish to undertake (except for the payment of dues). The goal and intent of the WSCCOG is one of voluntary cooperation among cities for the collective benefit of cities in the Westside area of Los Angeles County. B. Common Powers. The WSCCOG shall have, and may exercise, the following powers: 1. Serve as an advocate in representing the Members of the Westside Cities Council of Governments at the regional, state and federal levels on issues of importance to the Westside area of Los Angeles County; 2. Serve as a forum for the review, consideration, study, development and recommendation of public policies and plans with regional significance; 3. Assemble information helpful in the consideration of problems peculiar to the members; 4. Utilize Member resources or other public or public/private groups to carry out its programs and projects; 5. Explore practical avenues for voluntary intergovernmental cooperation, coordination and action in the interest of local public welfare and improving the administration of governmental services; 5 6. Assist in coordinating subregional planning efforts and in resolving conflicts among the cities in the westside area of Los Angeles County as they work toward achieving planning goals; 7. Build a consensus among the Members on the implementation of policies and programs for addressing subregional and regional issues; 8. Serve as a mechanism for obtaining state, federal and regional grants to assist in financing the expenditures of the WSCCOG; 9. Make and enter into contracts, including contracts for the services of engineers, consultants, planners, attorneys and single purpose public/private groups; 10. Employ agents, officers and employees; 11. Apply for, receive and administer a grant or grants under any federal, state, or regional programs; 12. Receive gifts, contributions and donations of property, funds, services and other forms of financial assistance from persons, firms, corporations and any governmental entity; 13. Acquire, construct, lease, manage, maintain, own and operate any buildings, works, or improvements; 14. Incur debts, liabilities and obligations; 15. Sue and be sued. C. Exercise of Powers. The WSCCOG shall, in addition, have all implied powers necessary to perform its functions. It shall exercise its powers only in a manner consistent with the provisions of applicable law, this Agreement and the Bylaws. In accordance with Government Code Section 6509, the powers of the WSCCOG shall be exercised in the manner prescribed in the Joint Exercise of Powers Act, Government Code Sections 6500 et seq., as that Act now exists and may hereafter be amended, and shall be subject to the restrictions upon the manner of exercising such powers that are imposed upon the City of Santa Monica, a charter law city, in the exercise of similar powers provided however, that if the City of Santa Monica shall cease to be a member, then the WSCCOG shall be restricted in the exercise of its power in the same manner as the City of Culver City, a charter law city. Section 5. Creation of Governing Board. There is hereby created a Governing Board for the WSCCOG ("Governing Board") to conduct the affairs of the WSCCOG. The Governing Board shall be constituted as follows: A.Designation of Governing Board Representatives. 6 1. The city councils of the cities of Beverly Hills, Culver City, Santa Monica and West Hollywood shall each designate one of their council members as a representative of the Governing Board (“Governing Board Representative”). 2. The city council of the City of Los Angeles shall designate one council member from a council district that is located immediately adjacent to any portion of the cities of Beverly Hills, Culver City, Santa Monica and West Hollywood as its sole representative to the Governing Board (“Governing Board Representative”). B.Designation of Alternate Governing Board Representatives. 1. The city councils of the cities of Beverly Hills, Culver City, Santa Monica, West Hollywood shall each designate one of their council members as an alternate representative to serve in the absence of the Governing Board Representative (“Alternate Governing Board Representative”). 2. The city council of the City of Los Angeles shall designate one council member from a council district that is located immediately adjacent to any portion of the cities of Beverly Hills, Culver City, Santa Monica and West Hollywood as an alternate representative to serve in the absence of the Governing Board Representative (“Alternate Governing Board Representative”). C. Eligibility. No person shall be eligible to serve as a Governing Board Representative or an Alternate Governing Board Representative unless that person is, at all times during the tenure of that person as a Governing Board Representative or Alternate Governing Board Representative, a member of the legislative body of one of the appointing Members. In addition, the Governing Board Representative and the Alternate Governing Board Representative of the City of Los Angeles must be a council member from a district that is located immediately adjacent to any portion of the cities of Beverly Hills, Culver City, Santa Monica and West Hollywood. The designation of a Governing Board Representative and Alternate Governing Board Representative shall be evidenced in writing to the Chair of the WSCCOG. Should any person serving on the Governing Board fail to maintain the status as required by this Section 5, that person's position on the Governing Board shall be deemed vacated as of the date such person ceases to qualify pursuant to the provisions of this Section 5 and the Member shall be entitled to appoint a qualified replacement. D. Compensation. Governing Board Representatives and Governing Board Representative Alternates shall receive no compensation but may be reimbursed for expenses necessarily and reasonably incurred in connection with their service on the WSCCOG. Section 6. Use of Public Funds and Property. The WSCCOG shall be empowered to utilize for its purposes, public and private funds, property and other resources received from the Members and from other sources. Subject to the approval of the Governing Board of the WSCCOG, the Members shall participate in the funding of the WSCCOG in such a manner as 7 the Governing Board shall prescribe, subject to the provisions of Section 23 of this Agreement. Where applicable, the Governing Board of the WSCCOG may permit one or more of the Members to provide in kind services, including the use of property, in lieu of devoting cash to the funding of the WSCCOG's activities. Section 7. Functioning of Governing Board. A. Voting and Participation. Each Member may cast only one vote for each issue before the Governing Board through its representatives. An Alternate Governing Board Representative may participate and vote in the proceedings of the Governing Board only in the absence of that Member's Governing Board Representative. Governing Board Representatives and Alternate Governing Board Representatives, when seated on the Governing Board, shall be entitled to vote on matters pending before the Governing Board only if such person is physically present at the meeting of the Governing Board and if the Member, which that Governing Board Representative or Alternate Governing Board Representative represents, has timely and fully paid dues as required by this Agreement and the Bylaws. B. Proxy Voting. No absentee ballot or proxy shall be permitted. C. Quorum. A quorum of the Governing Board shall consist of a majority of its total voting membership. D. Committees. As needed, the Governing Board may create permanent or ad hoc advisory committees to give advice to the Governing Board on such matters as may be referred to such committee by the Governing Board. All committees shall have a stated purpose before they are formed and shall remain in existence until they are dissolved by the Governing Board. Qualified persons shall be appointed to such committees by the Governing Board and each such appointee shall serve at the pleasure of the Governing Board. Committees, unless otherwise provided by law, this Agreement, the Bylaws or by direction of the Governing Board, may be composed of representatives to the Governing Board and other persons. E. Actions. Actions taken by the Governing Board shall be by a majority of the voting representatives of the Governing Board which are present with a quorum in attendance, unless by a provision of applicable law, this Agreement, the Bylaws or by direction of the Governing Board, a higher number of votes is required to carry a particular motion. Section 8. Duties of the Governing Board. The Governing Board shall be deemed, for all purposes, the policy making body of the WSCCOG. All of the powers of the WSCCOG, except as may be expressly delegated to others pursuant to 'the provisions of applicable law, this Agreement, the Bylaws or by direction of the Governing Board, shall be exercised by and through the Governing Board. Section 9. Roberts Rules of Order. The substance of Roberts Rules of Order shall apply to proceedings of the Governing Board, except as may otherwise be provided by provisions of applicable law, this Agreement, the Bylaws or by direction of the Governing Board. 8 Section 10. Meetings of Governing Board. The Governing Board shall, by means of the adoption of Bylaws, establish the dates and times of regular meetings of the Governing Board. The location of each such meeting shall be as directed by the Governing Board. Section 11. Election of Chair and Vice Chair. The Chair of the Governing Board, shall conduct all meetings of the Governing Board and perform such other duties and functions as required of such person by provisions of applicable law, this Agreement, the Bylaws or by the direction of the Governing Board. The Vice Chair shall serve as Chair in the absence of the Chair and shall perform such duties as may be required by provisions of applicable law, this Agreement, the Bylaws, or by the direction of the Governing Board or the Chair. At the first regular meeting of the Governing Board, a Governing Board Representative shall be elected to the position of Chair by the Governing Board, and a different-Governing Board Representative shall be elected to the position of Vice Chair of the Governing Board. The terms of office of the Chair and Vice Chair elected at the first regular meeting of the Governing Board shall continue through the first July 1 of their terms and expire on the second July 1, and elections to determine their successors shall not be held until the first regular meeting of the May preceding the second July 1. Thereafter, a Governing Board Representative shall be elected annually to the position of Chair, and a different Governing Board Representative shall be elected to the position of Vice Chair of the Governing Board at the first regular meeting of the Governing Board held in May of each calendar year. The terms of office of the Chair and Vice Chair shall commence the July 1 of that calendar year and expire on the following July 1. If there is a vacancy, for any reason, in the position of Chair or Vice Chair, the Governing Board shall forthwith conduct an election and fill the vacancy for the unexpired term of such prior incumbent. Section 12. Designation of and Duties of Treasurer. The Treasurer of the city whose representative serves as the Chair of the Governing Board shall serve as the Treasurer for the WSCCOG. The Treasurer shall have charge of the depositing and custody of all funds held by the WSCCOG. The Treasurer shall perform such other duties as may be imposed by provisions of applicable law, including those duties described in section 6505.5 of the Government Code, and such duties, as may be required by this Agreement, the Bylaws and by the direction of the Governing Board. Section 13. Designation of Other Officers and Employees. The Governing Board may employ such other officers or employees as it deems appropriate and necessary to conduct the affairs of the WSCCOG. Section 14. Obligations of WSCCOG. The debts, liabilities and obligations of the WSCCOG (“WSCCOG Obligations”) shall be the debts, liabilities or obligations of the WSCCOG alone. The Obligations shall not constitute debts, liabilities and obligations of the Members, and the Members shall have no liability therefore. 9 Section 15. Control and Investment of WSCCOG Funds. The Governing 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. Section 16. Implementation Agreements. When authorized by the Governing Board, affected Members may execute an Implementation Agreement for the purpose of authorizing the WSCCOG to implement, manage and administer area-wide and regional programs in the interest of the local public welfare. The costs incurred by the WSCCOG in implementing a program, including indirect costs, shall be assessed only to those Members who are parties to that Implementation Agreement. Section 17. Term. The WSCCOG created pursuant to this Agreement shall continue in existence until such time as this Agreement is terminated. This Agreement may not be terminated except by an affirmative vote of a majority of the then total voting membership of the Governing Board. Section 18. Application of Laws to WSCCOG Functions. The WSCCOG shall comply with all applicable laws in the conduct of its affairs, including, but not limited to, the Ralph M. Brown Act. (Section 54950 et seq. of the Government Code.) Section 19. Members. A. Withdrawal. A Member may withdraw from the WSCCOG by filing its written notice of withdrawal with the Chair of the Governing Board 60 days before the actual withdrawal. Such a withdrawal shall be effective at 12:00 o'clock a.m. on the last day of that 60- day period. The withdrawal of a Member shall not in any way discharge, impair or modify the voluntarily-assumed obligations of the withdrawn Member in existence as of the effective date of its withdrawal. Withdrawal of a Member shall not affect the remaining Members. A withdrawn Member shall not be entitled to the return of any funds or other assets belonging to the WSCCOG, until the effective date of termination of this Agreement, except that a withdrawn Member shall be entitled to the pro-rated balance of the annual dues paid for the year by that Member which were intended for the remaining part of that year. Withdrawal from any Implementation Agreement shall not be deemed withdrawal from the WSCCOG. B. Non-Payment of Dues. If a Member fails to pay dues within three months of the annual dues assessment as required under Section 22 of this Agreement and the Bylaws, and after a 30-day written notice is provided to that Member, the Member shall be deemed to be suspended from this Agreement and the WSCCOG. When a Member is suspended, no representative of that Member shall participate or vote on the Governing Board. Such a Member shall be readmitted only upon the payment of all dues then owed by the Member, including dues incurred prior to the suspension and during the suspension. C. Admitting New Members. New Members may be admitted to the WSCCOG upon an affirmative vote of a majority of the total voting membership of the Governing Board provided that such a proposed new Member is a city or other public agency whose jurisdiction, 10 or part thereof, lies within or immediately adjacent to any city which is a member of WSCCOG. Admission shall be subject to such terms and conditions as the Governing Board may deem appropriate. Section 20. Interference with Function of Members. The Governing Board shall not take any action which constitutes an interference with the exercise of lawful powers by a Member of the WSCCOG. Section 21. Dues of Members. The Members of the WSCCOG shall be responsible for the payment to the WSCCOG, annually, of dues, if any, in the amounts periodically budgeted by the Governing Board, as and for the operating costs of the WSCCOG, as provided in the Bylaws. Section 22. Disposition of Assets. Upon the winding up and dissolution of the WSCCOG, after paying or adequately providing for the debts and obligations of the WSCCOG, the remaining assets of the WSCCOG shall be distributed to the parties to this Agreement in proportion to their contributions to the WSCCOG during its existence, pursuant to Government Code Section 6512. If for any reason the parties to the Agreement are unable or unwilling to accept the assets of the WSCCOG, said assets will be distributed to the State of California or any local government for public purposes. Section 23. Amendment. This Agreement may be amended at any time with the consent of a majority of the members by a majority vote of the legislative body of each Member. Section 24. Effective Date. The effective date ("Effective Date") of this Agreement shall be the latest date of execution by a Member. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members, respectively. None of the Members may assign any right or obligation hereunder without the written consent of the other Members. Section 25. Immunities. The provisions of Section 6513 of the Government Code are hereby incorporated into this Agreement. Section 26. General Provisions. A. Governing Law. This Agreement shall be deemed to have been made, and shall be construed and interpreted, in accordance with the laws of the State of California. B. Notices. Any notice required hereunder must be in writing and shall be considered received upon delivery to the City Clerk of the party to be notified, or two (2) business days after deposit in the United States mail, postage prepaid and properly addressed to such City Clerk. C. Execution in Counterparts. This Agreement may be executed on behalf of the respective Members in one or more counterparts, all of which shall collectively constitute one agreement. 11 D. Severability. If any section, subsection, sentence, clause, phrase, or portion of this Agreement is for any reason held to be invalid or unenforceable by a court of competent jurisdiction, the remaining sections, subsections, sentences, clauses, phrases, or portions of this Agreement shall nonetheless remain in full force and effect. The City Council of each of the Members hereby declares that it would have adopted each section, subsection, sentence, clause, phrase, or portion of this Agreement, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions of this Agreement be declared invalid or unenforceable. E. Enforcement of Agreement. The WSCCOG is hereby authorized to take any or all legal or equitable actions, including but not limited to injunctive relief and specific performance, necessary or permitted by law to enforce this Agreement. F. No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the WSCCOG and the parties to this Agreement, and no third party shall be deemed to be a beneficiary or to have any rights hereunder against the Authority or any of the The Members of this Joint Powers Agreement have caused this Agreement to be executed on their behalf as of the date specified below, respectively, as follows: 12 City of Beverly Hills Attest: _________________________ By: _________________________ Nina Webster Tom Levyn, Mayor City Clerk Date:________________________ Approved as to Form: By: _________________________ Mark Scott, City Manager _________________________ Date:________________________ Laurence S. Weiner City Attorney City of Culver City Attest: _________________________ By: _________________________ Christopher Armenta Alan Corlin, Mayor City Clerk Date:________________________ Approved as to Form: By: _________________________ Jerry Fulwood, Chief Administrative Officer _________________________ Date: _______________________ Carol Schwab City Attorney 13 City of Los Angeles Attest: _________________________ By: _________________________ J. Michael Carey James K. Hahn, Mayor City Clerk Date: ________________________ Approved as to Form: By: _________________________ William, T Fujioka, City Administrative Officer _________________________ Date: _______________________ Rockard Delgadillo City Attorney City of Santa Monica Attest: _________________________ By: _________________________ Maria Stewart Richard Bloom, Mayor City Clerk Date:________________________ Approved as to Form: By: _________________________ Susan E. McCarthy, City Manager _________________________ Date:________________________ Marsha Moutrie City Attorney 14 City of West Hollywood Attest: _________________________ By: _________________________ Tom West Jeffrey Prang, Mayor City Clerk Date:________________________ Approved as to Form: By: _________________________ Paul Arevalo, City Manager _________________________ Date:________________________ Michael Jenkins City Attorney 15 EXHIBIT A Members City of Beverly Hills 455 No. Rexford Drive Beverly Hills, CA 90210 Attention: Mark Scott City Manager City of Culver City 9770 Culver Boulevard Culver City, CA 90232-0507 Attention: Michael Thompson Chief Administrative Officer City of Los Angeles 200 N. Spring Street Los Angeles, CA 90012 Attention: William T Fujioka City Administrative Officer City of Santa Monica 1685 Main Street, Rm. 209 Santa Monica, CA 90401 Attention: Susan E. McCarthy City Manager City of West Hollywood 8300 Santa Monica Boulevard West Hollywood, CA 90069 Attention: Paul Arevalo City Manager 16 ATTACHMENT B BY-LAWS WESTSIDE CITIES COUNCIL OF GOVERNMENTS PREAMBLE The Westside Cities Council of Governments (the "WSCCOG") is an agency voluntarily established by its Members pursuant to a Joint Powers Agreement ("Agreement") for the purpose of enabling its Members to engage in regional and cooperative planning and coordination of government services and responsibilities so as to assist the Members in the conduct of their affairs. In addition, the WSCCOG will provide a regional organization for the review of federal, state, and regional projects and studies which involve the use of federal, state and regional funds, in various forms. The WSCCOG shall not possess the authority to compel any of its members to conduct any activities or implement any plans or strategies that they do not wish to undertake (except for the payment of dues, if any). The goal and intent of the WSCCOG is one of voluntary cooperation among cities for the collective benefit of cities in the Westside area. Article I - Definitions The terms "Agreement," "Alternate Governing Board Representative," "WSCCOG," "Governing Board," "Governing Board Representative," and “Member” as used in these By- Laws are defined in the Agreement and said definitions are incorporated herein by reference. Article II - Membership and Representation Membership A. . Members shall withdraw from or be admitted to the WSCCOG in accordance with Section 19 of the Agreement. Representation B. . 1. The Governing Board Representative and Alternate Governing Board Representative for a city shall be designated by that city’s legislative body. Governing Board Representatives and Alternate Governing Board Representatives shall be appointed for one year. 2. Names of Governing Board Representatives and Alternate Governing Board Representatives shall be communicated to the Governing Board by the appointing city in writing. 3. Governing Board Representatives and Alternate Governing Board Representatives shall serve until a successor is appointed, unless such person becomes ineligible as set forth in Section 5 of the Agreement. Article III - Governing Board 17 Powers and Duties A. . The powers and duties of the Governing Board, subject to the limitations of applicable law, the Agreement and these By-Laws, shall include: B. All of the powers of the WSCCOG provided in Section 4 of the Agreement, except as may be expressly delegated to others pursuant to the provisions of the Agreement, these By-Laws or by the direction of the Governing Board, shall be exercised by and through the Governing Board and shall include: 1. Making policy decisions and determining policy matters for the WSCCOG. 2. Conducting the affairs of the WSCCOG. 3. Annually reviewing the proposed WSCCOG budget and assessment schedule and adopting an annual budget and an assessment schedule. 4. Appointing a Technical Advisory Committee, Standing Committees and, if necessary, committees to study specific problems, programs, or other matters which it has approved for study. 5. Acting upon policy recommendations including policy recommendations from committees. Meetings C. . 1. Regular meetings of the Governing Board shall be held not less than four times a year. Special meetings of the Governing Board may be called by the Chair. All meetings of the WSCCOG shall be called and conducted, and an agenda posted, in accordance with the Ralph M. Brown Act, Government Code section 54950 et seq., as it now exists or may hereafter be amended. Members shall direct their Clerks to comply with all notice and agenda posting requirements deemed necessary by the Governing Board. 2. The time and date of regular meetings of the Governing Board shall be specified annually and may be modified by a majority vote of the Governing Board as required. The location of each meeting shall be determined at the preceding meeting by the Governing Board. 3. WSCCOG committees shall meet on the call of their chairperson or as otherwise provided herein and in compliance with applicable law. Voting D. . Voting on the Governing Board shall be conducted as prescribed in the Agreement. Further, voting may be either by voice or roll call vote. A roll call vote shall be conducted upon the demand of any one representative, at the discretion of the presiding officer or as required by law. 18 Article IV - Other Officers and Employees Secretary A. . The Governing Board shall designate a Secretary. The Secretary shall keep a record of all proceedings and perform the usual duties of such office. Treasurer B. . The Treasurer of the City whose representative is the Chair of the Governing Board shall serve as the Treasurer for the WSCCOG. The Treasurer shall have custody of all funds and have the powers of, and shall perform those functions required by Government Code sections 6505, 6505.5 and 6505.6, as may be subsequently amended, and shall have such other duties as may be prescribed by other applicable laws and regulations, the Agreement, these By-Laws or by the direction of the Governing Board. The Treasurer shall ensure strict accountability of all funds and reporting of all receipts and disbursements of the WSCCOG. The Treasurer shall annually cause an independent audit to be made in accordance with Government Code section 6505. Additional Officers and Employees C. . The Governing Board shall have the power to authorize such additional officers and employees as may be appropriate. Such officers and employees may also be, but are not required to be, officers and employees of the individual Members. None of the officers, agents, or employees appointed by the Governing Board shall be deemed, by reason of their employment by the Governing Board, to be employed by any of the Members or, by reason of their employment by the Governing Board, to be subject to any of the requirements of such Members. Bonding Requirement D. . The officers or persons who have charge of, handle, or have access to any property of the WSCCOG shall be persons designated as such by the Governing Board. Each such designated officer or person shall be required to file an official bond with the Governing Board, at the expense of the Governing Board, in an amount which shall be established by the Governing Board. Should the existing bond or bonds of any such officers be extended to cover the obligations provided herein, said bond shall be the official bond required herein. The premiums of any such bonds attributable to the coverage required herein shall be appropriate expenses of the WSCCOG. Status of Members, Officers and Employees E. . 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 this Agreement. Article V - Technical Advisory Committee The Governing Board shall establish a Technical Advisory Committee ("TAC") at its first regular meeting. The TAC shall be established for the purpose of making recommendations to the Governing Board. The TAC shall be composed of one city manager or that city manager's designee, from each Member city. Each Member's designee to the TAC shall be designated by a 19 letter of that agency sent to the Governing Board. The Chair of the TAC shall be a city manager of any Member and shall be elected by a majority vote of the city managers holding a forum of their choosing. The Chair of the TAC shall sit as an ex officio member of the Governing Board and will make recommendations directly to the Governing Board. The meetings of the TAC shall be held in accordance with the Ralph M. Brown Act (Government Code section 54950 et seq.). Article VI - Budgets, Dues and Disbursements Annual Budget A. . The Governing Board shall adopt a Budget annually prior to July 1 of each calendar year. Budget Amendments B. . The Governing Board may at any time amend the budget to incorporate additional income and disbursements that might become available to the WSCCOG for its purposes during a fiscal year. Fiscal Year C. . The WSCCOG shall be operated on a fiscal year basis beginning on July 1 of each year and continuing until the following June 30. Accounts D. . All funds shall be placed in appropriate accounts and the receipt, transfer, or disbursement of such funds shall be accounted for in accordance with generally accepted accounting principles applicable to governmental entities and pursuant to Government Code section 6505 and any other applicable laws. There shall be strict accountability of all funds. All revenues and expenditures shall be reported to the Governing Board. Expenditures Within Approved Annual Budget E. . All expenditures shall be made within the approved annual budget. No expenditures in excess of those budgeted shall be made without the approval of a majority of a quorum of the Governing Board. Audit. F. The records and accounts of the WSCCOG shall be audited annually by an independent certified public accountant, or public accountant, in compliance with Government Code sections 6505, and copies of such audit report shall be filed with the State Controller, the Los Angeles County Auditor and each party to the WSCCOG no later than fifteen (15) days after receipt of said audit by the Governing Board. Dues G. . The Members of the WSCCOG shall be responsible for payment to the WSCCOG, annually, of dues, if any, in the amounts periodically budgeted by the Governing Board, as and for the operating costs of the WSCCOG. Sixty (60) days notice shall be provided to Members of the date of the meeting at which dues are to be determined for the following year. Reimbursement of Funds H. . Grant funds received by the WSCCOG from any federal, state, or regional agency to pay for budgeted expenditures for which the WSCCOG has received all or a portion of said funds from the parties hereto shall be used as determined by the Governing Board. Article VII – Amendments 20 Amendments to these By-Laws may be proposed by a Governing Board Representative. The Amendment shall be submitted to the Governing Board at a meeting at least one month prior to the meeting at which the Amendment is voted upon. A vote of the majority of the total voting membership of the Governing Board is required to adopt an Amendment. 21