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R11103City Council Meeting: March 27, 2018 Santa Monica, California RESOLUTION NUMBER 11103 (CCS) (City Council Series) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA REVISING RULES OF CONDUCT FOR THE CITY COUNCIL AUDIT COMMITTEE WHEREAS, the City Council of the City of Santa Monica (the "City Council") recognizes the importance of transparency and accountability in the administration of public resources, and the City Council is ultimately responsible for ensuring that the City of Santa Monica (the "City") is meeting its internal control and financial reporting responsibilities; and WHEREAS, on July 28, 2015, the City Council adopted Resolution Number 10901 (CCS) ("Resolution 10901"), establishing an Audit Subcommittee of the City Council ("Audit Committee"), in accordance with financial management best practices; and WHEREAS, the City Council established the Audit Committee to ensure regular and direct communication between the City's independent auditors and the City Council and further the City Council's goals of transparency and accountability in the administration of public resources; and 1 WHEREAS, Resolution 10901 defines the purpose of the Audit Committee, its composition, length of member appointments and guidelines for scheduling its Regular Meetings; and WHEREAS, on April 20, 2017, the Audit Committee recommended that the City Council adopt Rules of Conduct for the Audit Committee in order for the Committee to efficiently conduct its meetings in compliance with all State and local laws; and WHEREAS, on May 9, 2017, the City Council adopted Resolution Number 11042 (CCS) ("Resolution 11042") adopting Rules of Conduct for the Audit Committee; and WHEREAS, on June 27, 2017, the City Council adopted Resolution Number 11046 (CCS) ("Resolution 11046") revising the Rules of Conduct for the Audit Committee in order to recognize scheduling challenges resulting from restrictive attendance requirements and ensure that Audit Committee business moves forward in a timely manner; and WHEREAS, since the adoption of Resolution 11046, the Audit Committee has experienced an increased need for meetings, particularly in order to allow for sufficient opportunity to meet with the City's Internal Auditor; and WHEREAS, the City Council now desires to revise the attendance requirements set forth in the Rules of Conduct for the Audit Committee to provide additional flexibility in the management of the Audit Committee. 2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES RESOLVE AS FOLLOWS: SECTION 1. Open Meeting Laws. Audit Committee meetings shall be held in compliance with the State's Open Meeting Laws. Notice of meetings, including adjournment, shall also be given in accordance with the provisions of the Ralph M. Brown Act, California Government Code section 54950 et seq. (the "Brown Act"). In the event of a conflict between the provisions of the Brown Act or any other law and any provision of these Rules of Conduct, the Brown Act, or other law, shall prevail. The noticing provisions shall further be subject to any amendments of the Brown Act. SECTION 2. Quorum. A majority of Committee Members shall constitute a quorum for the transaction of business, except to adjourn. One Council Committee member must be present for a meeting to occur. SECTION 3. Officers Powers and Duties. Each year at its first meeting, the voting members of the Committee will elect a Chair and a Vice -Chair. Until new officers are elected, the outgoing officers shall continue to serve, when a quorum is needed and no officers are available. The Chair shall be the Presiding Officer at all meetings. In the absence of the Chair, the Vice Chair shall preside. In the absence of both the Chair and Vice Chair, the City Clerk or designee shall call the Committee members present to serve until the arrival of the Chair or Vice Chair or until adjournment. 3 SECTION 4. Conduct of Meetings. Except as otherwise provided, the Audit Committee shall follow the City Council Rules of Order and Procedures, Resolution Number 10928 (CCS) ("Resolution 10928"), as applicable, and as may be amended from time to time, in the conduct of its meetings. A copy of Resolution 10928 is attached hereto as Exhibit A and incorporated herein by this reference. SECTION 5. Regular Meetings. Regular meetings of the Audit Committee shall be held at least quarterly on such dates, such locations and at such times as may be fixed by the Committee. SECTION 6. Ad Hoc Committees. The City Council may approve the creation of an ad hoc committee to take part in Audit Committee discussions. Any such ad hoc committee shall serve for a limited time and scope of work, as approved by the City Council. Any ad hoc committee formed shall be subject to the Open Meeting Laws and shall only convene during public meetings of the Audit Committee. Any ad hoc committee formed may not: (a) take any final action on matters which also require Audit Committee members' approval; (b) fill vacancies on the Audit Committee; or (c) make any appointments to the ad hoc committee. Members of any ad hoc committee formed may not meet except as allowed in accordance in the Brown Act. n SECTION 7. Resolution 11046 is hereby repealed in its entirety. SECTION 8. The City Clerk shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect. APPROVED AS TO FORM: LANE D� I G City Attorney Exhibit A Resolution 10928 R Adopted and approved this 27th day of March, 2018. Ted Winterer, Mayor I, Denise Anderson -Warren, City Clerk of the City of Santa Monica, do hereby certify that Resolution No. 11103 (CCS) was duly adopted at a meeting of the Santa Monica City Council held on the 27th day of March, 2018, by the following vote: AYES: Councilmembers McKeown, O'Connor, Mayor Pro Tem Davis, Mayor Winterer NOES: None ABSENT: Councilmembers Himmelrich, Vazquez, O'Day ATTEST: Denise Anderson -Warren, City Clerk