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SR 12-13-2022 11A City Council Report City Council Meeting: December 13, 2022 Agenda Item: 11.A 1 of 3 To: Mayor and City Council From: Gigi Decavalles-Hughes, Director, Finance Department Subject: Adoption of a Resolution Amending and Restating the Audit Subcommittee Rules of Conduct to Clarify the Timing of the Election of the Audit Subcommittee Chair and Vice-Chair Recommended Action Staff recommends that the City Council adopt the attached Resolution of the City Council of the City of Santa Monica Amending and Restating Audit Subcommittee Rules of Conduct to Clarify the Timing of the Election of the Audit Subcommittee Chair and Vice-Chair (Attachment A). Summary Amending the existing resolution establishing the Rules of Conduct of the Audit Subcommittee of the City Council is needed to clarify the timing for the election of a Subcommittee Chair and Vice-Chair. Discussion On July 28, 2015, Council adopted a resolution establishing an Audit Subcommittee to assist the City Council in fulfilling their oversight responsibilities for the financial reporting process, the framework for internal control, and the audit process. The resolution, which details Audit Subcommittee responsibilities, has been amended several times to allow for modifications that have clarified the duties and responsibilities of the Subcommittee and to adopt and amend Rules of Conduct. Included in the resolution is the provision that a Chair and Vice-Chair will be elected at the first meeting of the year to preside over the Subcommittee. Members of the Audit 11.A Packet Pg. 511 2 of 3 Subcommittee requested clarification on whether the term “year” refers to the calendar year (beginning January 1) or the fiscal year (beginning July 1). The terms of each member, which are four years, begin on July 1 and end on June 30, matching the fiscal year. However, because the Subcommittee is a subcommittee of the City Council, with three of the five members required to be members of the City Council, the terms of the presiding officers are better aligned with the calendar year. City Council members begin and end their staggered four-year terms on the City Council in December, which may result in a vacancy or vacancies on the Audit Subcommittee, including the Chair or Vice-Chair, that must be filled. Such a vacancy would be filled most expediently at the meeting following the completion of a Councilmember’s term, which would be the first meeting of the calendar year after a general election. The Audit Subcommittee approved this clarification to Section 5 of the Resolution at its November 28, 2022 meeting. At the same meeting, Audit Subcommittee members voted to propose to the Council that the qualification requirement for the two City residents appointed to the Subcommittee be changed from expertise in governmental accounting specifically, to a more general expertise in accounting (eliminating the word “governmental” in Section 2). This proposed change, as well as the proposed change reflecting the timing of the Chair and Vice Chair selection, is included in the attached Resolution. If Council approves this Resolution, the members of the Audit Subcommittee will conduct the process of selecting a Chair and Vice-Chair at the next regular meeting in 2023. Past Council Actions Meeting Date Description July 28, 2015 Establishment of an Audit Subcommittee May 9, 2017 Adoption of Audit Subcommittee Rules of Conduct and Recommendation to Create an Ad Hoc Committee June 27, 2017 Amendment to the Audit Subcommittee Rules of Conduct – Regarding Quorum March 27, 2018 Amendment to the Audit Subcommittee Rules of Conduct – Regarding Quorum 11.A Packet Pg. 512 3 of 3 October 22, 2019 Resolution Amending the Audit Subcommittee’s Roles to Support the City’s Confidential Ethics Hotline Environmental Review This is not a project for the purpose of CEQA. Financial Impacts and Budget Actions There is no projected financial impact associated with this report's recommended action. Attachments: A. A Resolution of the City Council of the City of Santa Monica Amending and Restating Audit Subcommittee Rules of Conduct to Clarify the Timing of the Election of the Audit Subcommittee Chair and Vice-Chair Prepared By: Gigi Decavalles-Hughes, Director Approved Forwarded to Council Attachments: A. Resolution of the City Council of the City of Santa Monica Amending and Restating Audit Subcommittee Rules of Conduct to Clarify the Timing of the Election of the Audit Subcommittee Chair, Vice-Chair B. Exhibit A - R11427 11.A Packet Pg. 513 1 City Council Meeting: December 13, 2022 Santa Monica, California RESOLUTION NUMBER _________ (CCS) (City Council Series) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AMENDING AND RESTATING AUDIT SUBCOMMITTEE RULES OF CONDUCT TO CLARIFY THE TIMING OF THE ELECTION OF THE AUDIT SUBCOMMITTEE CHAIR AND VICE-CHAIR 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 controls and financial reporting responsibilities; and WHEREAS, on July 14, 2015, the City Council adopted Resolution Number 10897 (CCS) (“Resolution 10897”), which established an Audit Subcommittee of the City Council (the “Audit Subcommittee”) 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 WHEREAS, on July 28, 2015, the City Council adopted Resolution Number 10901 (CCS) (“Resolution 10901”), which reflected the City Council’s intent that the Audit Subcommittee consist of three Council members and two City residents with relevant expertise to be selected through a public process; and WHEREAS, Resolution 10901 also defined the duties and responsibilities of the Audit Subcommittee; and 11.A.a Packet Pg. 514 Attachment: Resolution of the City Council of the City of Santa Monica Amending and Restating Audit Subcommittee Rules of Conduct to 2 WHEREAS, on April 20, 2017, the Audit Subcommittee recommended that the City Council adopt Rules of Conduct for the Audit Subcommittee in order for the Subcommittee to efficiently conduct its meetings in compliance with applicable 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 Subcommittee; and WHEREAS, on June 27, 2017, the City Council adopted Resolution Number 11046 (CCS) (“Resolution 11046”) revising the Rules of Conduct for the Audit Subcommittee in order to recognize scheduling challenges resulting from restrictive attendance requirements and ensure that Audit Subcommittee business moves forward in a timely manner; and WHEREAS, on March 27, 2018, the City Council adopted Resolution Number 11103 (CCS) (“Resolution 11103”) revising the Rules of Conduct for the Audit Subcommittee to provide additional flexibility in the management of the Audit Subcommittee; and WHEREAS, on October 22, 2019, the City Council adopted Resolution Number 11212 (CCS) (“Resolution 11212”) adding as a responsibility of the Audit Subcommittee the monitoring of the City’s implementation and ongoing management of a confidential ethics hotline; and WHEREAS, Resolution 11212 repealed Resolutions 10897, 10901, 11042, 11046, and 11103; and WHEREAS, Resolution 11212 provides that a Chair and Vice-Chair will be elected at the first meeting of the year; and 11.A.a Packet Pg. 515 Attachment: Resolution of the City Council of the City of Santa Monica Amending and Restating Audit Subcommittee Rules of Conduct to 3 WHEREAS, members of the Audit Subcommittee have requested clarification on whether the term “year” refers to the calendar year (beginning January 1) or the fiscal year (beginning July 1); and WHEREAS, the Audit Subcommittee is a subcommittee of the City Council, with three of the five members required to be members of the City Council; and WHEREAS, City Council members begin and end their staggered four-year terms on the City Council in December, which may result in a vacancy on the Audit Subcommittee, including the Chair or Vice-Chair, that must be filled expediently. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES RESOLVE AS FOLLOWS: SECTION 1. The City Council of the City of Santa Monica has established and hereby sets forth the composition, rules of conduct, and duties and responsibilities of an Audit Subcommittee, which shall assist the City Council in fulfilling its oversight responsibilities for the financial reporting process, the framework for internal control, and the audit process. SECTION 2. Composition. The Audit Subcommittee shall consist of three members of the City Council and two City residents who shall be appointed by the City Council through a public process and shall be qualified to serve by virtue of their experience and expertise with accounting and internal financial controls. The five members of the Audit Subcommittee shall be appointed by the City Council to staggered four-year terms. To establish staggered terms, the initial members of the Audit Subcommittee shall be appointed so that two Council members and one public member 11.A.a Packet Pg. 516 Attachment: Resolution of the City Council of the City of Santa Monica Amending and Restating Audit Subcommittee Rules of Conduct to 4 serve four-year terms and one Council member and one public member serve two-year terms. Thereafter all members shall be appointed to serve four-year terms. SECTION 3. Open Meeting Laws. Audit Subcommittee 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 4. Quorum. A majority of Audit Subcommittee members shall constitute a quorum for the transaction of business, except to adjourn. One City Council member who is a member of the Audit Subcommittee must be present for an Audit Subcommittee meeting to occur. The Finance Director, or designee, and the City Attorney, or designee, shall attend all Audit Subcommittee meetings. The Finance Director, or designee, or the City Attorney, or designee, shall implement Audit Subcommittee directives as appropriate and report back on recommendations made in audit reports as directed by the Audit Subcommittee. SECTION 5. Officers Powers and Duties. At the first regular meeting of each calendar year, the members of the Audit Subcommittee shall elect a Chair and a Vice- Chair for a one-year term. 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 11.A.a Packet Pg. 517 Attachment: Resolution of the City Council of the City of Santa Monica Amending and Restating Audit Subcommittee Rules of Conduct to 5 call the Audit Subcommittee members present to serve until the arrival of the Chair or Vice Chair or until adjournment. Meeting agendas shall be prepared by the Chair in consultation with the Finance Director. SECTION 6. Conduct of Meetings. Except as otherwise provided, the Audit Subcommittee shall follow the City Council Rules of Order and Procedures, Resolution Number 11427 (CCS) (“Resolution 11427”), as applicable, and as may be amended from time to time, in the conduct of its meetings. A copy of Resolution 11427 is attached hereto as Exhibit A and incorporated herein by this reference. SECTION 7. Regular Meetings. Regular meetings of the Audit Subcommittee shall be held at least quarterly on such dates, at such locations, and at such times as may be fixed by the Audit Subcommittee. SECTION 8. Ad Hoc Committees. The City Council may approve the creation of an ad hoc committee to take part in Audit Subcommittee 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 Subcommittee. Any ad hoc committee formed may not: (a) take any final action on matters which also require Audit Subcommittee members’ approval; (b) fill vacancies on the Audit Subcommittee; 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. 11.A.a Packet Pg. 518 Attachment: Resolution of the City Council of the City of Santa Monica Amending and Restating Audit Subcommittee Rules of Conduct to 6 SECTION 9. Duties and Responsibilities. The duties and responsibilities of the Audit Subcommittee include but are not limited to: (a) Reviewing, upon completion, all City audit reports, analyzing all findings in audit reports, and consulting with external and internal auditors regarding any irregularities and deficiencies disclosed in their reports; (b) Determining what corrective action, if any, should be recommended to the City Council; (c) Reporting to the City Council on the outcome of all audits, on any audit findings, and on any other pertinent communications, and making appropriate recommendations; (d) Ensuring that timely and appropriate action has been taken in response to City Council directions arising from audit reports; (e) Considering the effectiveness of the framework for internal control, reviewing the effectiveness of the systems for monitoring compliance with laws and regulations, and reviewing the processes for communicating the City’s compliance policies to City personnel and monitoring compliance therewith; (f) Monitoring the City’s implementation and ongoing management of a confidential ethics hotline as a method through which employees, taxpayers, or other concerned stakeholders may confidentially report suspected illegal, improper, wasteful or fraudulent activity; and 11.A.a Packet Pg. 519 Attachment: Resolution of the City Council of the City of Santa Monica Amending and Restating Audit Subcommittee Rules of Conduct to 7 (g) Provide oversight of the periodic review and selection of external and internal auditors including, but not limited to, reviewing proposals and making recommendations. SECTION 10. Resolution 11212 is hereby repealed in its entirety. SECTION 11.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: _________________________ Douglas Sloan City Attorney Exhibit A – Resolution #11427 11.A.a Packet Pg. 520 Attachment: Resolution of the City Council of the City of Santa Monica Amending and Restating Audit Subcommittee Rules of Conduct to 1 City Council Meeting: June 21, 2022 Santa Monica, California RESOLUTION NO. 11427 (CCS) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AMENDING THE RULES OF ORDER AND PROCEDURE FOR THE CONDUCT OF CITY COUNCIL MEETINGS AND REPEALING RESOLUTION NUMBER 11418 (CCS) THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES RESOLVE AS FOLLOWS: SECTION 1. The City Council Rules of Order and Procedure are hereby amended to read as follows: RULES FOR CITY COUNCIL MEETINGS RULE 1. RULES OF ORDER. Except as otherwise provided by these rules, the City Charter, the Municipal Code, or applicable provisions of state law, the procedures of the City Council shall be governed by the latest revised edition of Roberts Rules of Order. The City Council rules, or any one thereof, may be suspended by a vote of two- thirds (2/3) of the Councilmembers present. RULE 2. TIME AND PLACE FOR HOLDING REGULAR MEETINGS. Pursuant to the provisions of Section 611 of the Santa Monica City Charter, the City Council establishes the second and fourth Tuesdays of each month as the days for holding regular meetings of the City Council. The regular meeting shall commence at 5:30 p.m., for the Closed Session. It is the intention of the City Council that all other DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 521 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) 2 agenda items shall commence no earlier than 6:30 7:00 p.m., following the Closed Session. If any such Tuesday falls on any day designated by law by the City Council as a day for public feast, Thanksgiving or holiday, such regular meeting shall be held on the date of the regular meeting next following said Tuesday at the hour heretofore fixed or at such other day as may be fixed. The City Council Chamber in City Hall is established as the place for holding the City Council’s regular meetings. RULE 3. QUORUM AND ACTION In accordance with Section 614 of the Santa Monica City Charter, four Councilmembers shall constitute a quorum for the transaction of business. Except as otherwise provided in the Charter, or other law or these rules action shall be taken by a majority vote of the entire membership of the City Council. However, in the case of a quasi-judicial hearing, if only four Councilmembers are participating, the applicant or appellant shall be entitled to request and receive a continuance of the hearing, until such time as five Councilmembers are participating. Whenever any Councilmember questions the presence of a quorum, the presiding officer shall forthwith direct the City Clerk to call the roll, each Councilmember shall respond when his or her name is called and the Clerk shall announce the result. Such proceedings shall be without debate, but no Councilmember who is speaking may be interrupted by a question as to the presence of a quorum. The City Council may also establish standing subcommittees of its members to address designated areas of City business on the Council's behalf and may establish ad hoc committees to formulate reports or recommendations on particular matters. Ad hoc committees must provide quarterly updates to Council. RULE 4. MEETINGS TO BE PUBLIC - EXCEPTION FOR CLOSED SESSIONS. As required by the Ralph M. Brown Act (the “Brown Act”), California Government Code Sections 54950, et seq., all regular, adjourned regular and special meetings of the City Council shall be public, provided, however, the City Council may meet in a Closed DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 522 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) Session from which the public is excluded, for those purposes authorized by the Brown Act. No Councilmember, employee of the City, or any other person present during a Closed Session of the City Council shall disclose to any person the content or substance of any communication which took place during the Closed Session unless the City Council specifically authorizes the disclosure by majority vote or unless the disclosure is required by law. RULE 5. AGENDA. The City Clerk shall prepare the Agenda under the direction of the City Manager as follows: (a) The City Manager shall consult with the Mayor and Mayor Pro Tempore in the preparation of the Agenda. (b) The Agenda and all available supporting documents shall be delivered to Councilmembers on the Tuesday preceding the Tuesday City Council meeting to which it pertains or as soon thereafter as possible. (c) Any Councilmember or the City Manager may direct that any matter within the City Council’s jurisdiction be placed upon the Agenda. Councilmembers should endeavor to submit Councilmember agenda items as follows: (1) for regular meetings, by 12:00 p.m. on Monday, eight (8) days prior to the proceeding Council meeting, in order to ensure that matters will be agendized for the following Tuesday; and (2) for special meetings, by 3:00 p.m. on the day two days before the day of the special meeting. Subject to Brown Act requirements, items submitted after 3:00 p.m. on the specified day will be agendized for the next regular meeting, unless the Councilmember has identified an urgency requiring that the matter be added to the current agenda. Councilmember items may only be combined with other items on the agenda by a vote of the Council. A Councilmember who wishes to combine his or her item with another item on the agenda may direct that the following language be included with the DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 523 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) agenda item: “This item may be considered with Item.” The City Manager may combine staff items on the agenda in order to ensure that the public’s business is handled efficiently and conveniently. (d) The City Clerk shall post the Agenda as required by the Brown Act. Copies of the Agenda shall be posted on the windows of the Santa Monica Institute room, located at 330 Olympic Drive, Santa Monica, California 90401. The City Clerk shall maintain on file in his or her office declarations establishing compliance with the posting requirements. (e) No action shall be taken on any item not appearing on the posted Agenda unless the item is added to the Agenda in the manner required by the Brown Act. (f) Matters directed to be placed on the Agenda at the direction of Councilmembers shall be listed on the Agenda in the order of receipt by the City Clerk. (g) Written requests to the City Council shall be received and opened by the City Clerk and referred to the City Manager or his or her designee and either shall be transmitted to the appropriate board, commission or staff member or shall be placed on the Agenda if City Council consideration is deemed appropriate by the Mayor or City Manager. Written requests being agendized shall be scheduled for City Council consideration at the earliest convenient meeting, taking into consideration the length and content of meeting agendas. Members of the public submitting written requests shall be advised of how their request is being handled. Councilmembers shall receive copies of those written requests which are not agendized. Agendized communications shall be listed on the Agenda in order of receipt. No communication shall be placed on an Agenda if it contains material that: (1) Is profane. (2) Is potentially slanderous or libelous. (3) Advocates or opposes the candidacy of any person or party for any elective office. (4) Is primarily an advertisement or promotion or has as a substantial purpose the advancement of any cause the major benefit of which is private and not DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 524 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) public. Members of the public submitting written requests to the City Council are encouraged to limit their submissions to one per meeting. (h) All electronic presentation materials intended for use at a City Council meeting, including PowerPoint presentations, videos, audio, electronic images, and electronic portable document formats (PDFs), but excluding any hardcopy document projected by an overhead projector, must be received by the City Clerk no later than 12:00 PM on the day of a City Council meeting. For clarity, this rule shall not apply to a current member of a board or commission speaking on a matter within the purview of the board or commission on which the member sits. RULE 6. CATEGORIES AND ORDER OF BUSINESS. The business of the City Council shall be conducted in the order and manner specified below. The order may be changed by a majority vote of those present. The following is the order of business: (a) Call to Order. (b) Salute to the Flag. (c) Roll Call. (d) General Public Input. Allows members of the public to address the City Council on matters not otherwise on the agenda that are within the City Council’s subject matter jurisdiction. State law prohibits the City Council from taking any action on items not listed on the agenda. As a result, no formal action may be taken on any matter under this item. (e) Public Comment for Closed Session, Special Agenda, and Consent Calendar Items Only (Proclamations, commendations, introductions of special guests, and presentations and reports by other non-City public entities or legislative bodies will also be heard at this time). DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 525 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) (f) Closed Session. (g) Special Agenda Items. This item includes the City Manager’s Report, special meetings, and appointments to the City Council. (h) Consent Calendar. The consent calendar shall consist of the approval of minutes of previous meetings and those other items such as contracts and routine resolutions which do not necessitate a separate public hearing and which are determined in the Agenda preparation process to be relatively non-controversial. Ordinances for second reading and adoption may be placed on the consent calendar if all members of the City Council were present when the vote for first reading and introduction took place and this vote was unanimous. The consent calendar shall be considered as one item regardless of the number of matters appearing on it and may be approved by a single vote. The title to the individual consent items need not be read unless a request to do so is made by any Councilmember. Members of the public shall have no more than one opportunity to address the City Council concerning any and all items on the consent calendar. Members of the public shall be heard prior to City Council consideration of the consent calendar. Councilmembers may request to have individual matters removed from the consent calendar so that they may be heard on those matters. All matters remaining on the consent calendar may be approved by a single vote. Any items removed from the consent calendar shall be considered separately in the order of their appearance on the Agenda. Removed items may be heard immediately following the consent calendar or may be heard after the City Council concludes Closed Session or Study Session. (i) Public Comment on Agenda Items. Allows members of the public to have the opportunity to speak on items on the agenda before or during the City Council’s Consideration of the item, except where a public hearing is required by law. (j) Study Session. During Study Sessions staff will present information regarding a complex matter that will be subject to Council deliberation and decisions in the future. No City Council action will be recommended or taken as part of the Study Session. DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 526 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) (k) Continued Items. This item includes agendized items of a previous City Council meeting not considered at such meeting. The City Council may vote by a majority of its members to have a carry-over item placed on a subsequent agenda as a continued item. (l) Administrative Proceedings. This item includes proceedings requiring the City Council to make a quasi-judicial decision concerning an individual application or appeal. (m) Ordinances. (1) Second Reading and Adoption. No public discussion is permitted on second readings. (2) Introduction and First Reading. (n) Staff Administrative Items. This category will include policy matters to be considered by the City Council or at joint meetings of the City Council, Parking Authority, Housing Authority, the Public Financing Authority and/or Redevelopment Successor Agency. (o) Public Hearings. This item consists of public hearings required by specific provisions of law. (p) Reports of Boards and Commissions. Boards and commissions who may present reports under this item include, but are not limited to, all City boards, commissions and task forces. Reports may also be provided by the Santa Monica Pier Corporation, Downtown Santa Monica, Inc., Santa Monica Convention and Visitors Bureau. (q) Resolutions. A resolution will be considered under this item only if its substance makes extensive public input advisable, or if it should be considered after another item on the Agenda, otherwise the resolution will be considered on the Consent Calendar. (r) Written Communication. This item allows the City Council to consider issues raised by written submissions from the public. DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 527 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) (s) Councilmember Requested Items. This category consists of Councilmember requested agenda items. Action and direction may occur on these items to the extent specified in the agenda item. Councilmembers should discuss requested agenda items in advance with the City Manager to see if the City Manager will place them on the agenda as Staff Administrative Items or otherwise or address them in other ways. RULE 7. PREPARATION OF MINUTES. The City Clerk shall have exclusive responsibility for preparation of the Minutes, and any directions for corrections in the Minutes shall be made only by majority vote of the City Council. RULE 8. APPROVAL OF MINUTES. Minutes of a City Council meeting may be approved without reading if the City Clerk has previously furnished each Councilmember with a copy and unless a reading is ordered by a majority vote of the City Council. RULE 9. PRESIDING OFFICER. The Mayor shall be the Presiding Officer at all meetings of the City Council. In the absence of the Mayor, the Mayor Pro Tempore shall preside. In the absence of both the Mayor and Mayor Pro Tempore, the City Clerk shall call the City Council to order and a temporary Presiding Officer shall be elected by the Councilmembers present to serve until the arrival of the Mayor or Mayor Pro Tempore or until adjournment. RULE 10. POWERS AND DUTIES OF PRESIDING OFFICER. (a) Participation. The Presiding Officer may move, second, and debate from the chair, subject only to such limitations of debate as are imposed upon Councilmembers by these rules, and shall not be deprived of any of the rights or privileges of a Councilmember by reason of his or her acting as the Presiding Officer. (b) Duties. The Presiding Officer shall: (1) preserve order at all meetings of the City Council; DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 528 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) (2) state (or cause to be stated) each question coming before the City Council; (3) announce the decisions of the City Council on all subjects; (4) decide all questions of order subject to the right to appeal rulings on questions of order to the entire City Council in accordance with Rule 12(d) below; and (5) encourage all persons present at the meeting to conform their conduct to the City's Civility Policy. RULE 11. SWORN TESTIMONY AND SUBPOENA POWER. Any Councilmember may request that anyone appearing before the City Council on any matter shall be sworn. On receipt of such a request, all proceedings shall be suspended and the City Council will immediately vote on whether the individual should be sworn. A majority vote of the Councilmembers present shall determine whether the speaker shall be placed under oath. All oaths will be administered by the City Clerk. The City Council shall have the power to issue subpoenas as provided in City Charter Section 614. RULE 12. RULES OF DEBATE. (a) Getting the Floor. A Councilmember desiring to speak shall gain recognition by the Presiding Officer. (b) Questions to Staff. Every Councilmember desiring to question City staff shall address his or her questions to the City Manager, the City Attorney, the City Clerk or designated staff. Members of the City staff, after recognition by the Presiding Officer shall hold the floor until completion of their remarks or until recognition is withdrawn by the Presiding Officer. (c) Interruptions. A Councilmember who has the floor shall not be interrupted when speaking unless he or she is called to order by the Presiding Officer, a point of order or a personal privilege is raised by another Councilmember or the speaker chooses to yield to a question by another Councilmember. If a Councilmember is called to order, he or she shall cease speaking until the question of order is determined. DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 529 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) (d) Points of Order. The Presiding Officer shall determine all points of order subject to the right of any Councilmember to appeal to the City Council. If an appeal is taken, the question shall be: “Shall the decision of the Presiding Officer be overruled?” The Presiding Officer's decision may be overruled by a two-thirds vote of the Councilmembers then present. (e) Point of Personal Privilege. The right of a Councilmember to address the City Council on a question of personal privilege shall be limited to cases in which the Councilmember’s integrity, character, or motives are questioned or where the safety or welfare of the City Council is concerned. (f) Privilege of Final Comment. The Councilmember moving the introduction or adoption of an ordinance, resolution, or motion, shall have the privilege of speaking last on the matter after all other Councilmembers have been given an opportunity to speak. (g) Motion to Reconsider Legislative Actions. A motion to reconsider any legislative action taken by the City Council may be made only by one of the Councilmembers on the prevailing side and may be seconded by any Councilmember. Such motion may be made at any time and shall be debatable. A motion by a non- prevailing Councilmember or a request by a member of the public for reconsideration may be made only if one year has passed since the action was taken. (h) Calling for the Question. A question may be called by majority vote of those present. However, neither the moving party nor the party seconding any motion may call for the question, each Councilmember shall be afforded one opportunity to speak on each item before the question is called, and a question may not be called to interrupt or cut off a particular speaker. (i) Limitation of Debate. Councilmembers shall limit their remarks to the subject under debate. No Councilmember shall be allowed to speak more than once upon any particular subject until every other Councilmember desiring to do so has spoken. Prior to beginning deliberation, the Council may, by a two-thirds vote of those present, limit the amount of time that each Councilmember may spend stating his or her views on a DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 530 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) particular agenda item. RULE 13. PROTEST AGAINST CITY COUNCIL ACTION. Any Councilmember shall have the right to have the reasons for his or her opposition to any action of the City Council entered in the Minutes. Such opposition shall be made in the following manner: “I would like the Minutes to reflect that I opposed this action for the following reasons…” RULE 14. DISCLOSURE FOR QUASI JUDICIAL MATTERS. On quasi-judicial matters, Councilmembers shall verbally disclose off-the-record contacts relating to the item, after the item is called and before City Council consideration of the matter. Disclosure shall include the identity of any individual(s) with whom the Councilmember had contact, and the nature of the contact. RULE 15. PUBLIC TESTIMONY. (a) Permitted. Pursuant to the Brown Act, public testimony is permitted on all agenda items, except ordinances for second reading, and the public shall have an opportunity to comment on any matter which is not on the Agenda but is within the City Council’s jurisdiction. However, members of the public do not have the right to give testimony outside the scope of or unrelated to the agenda item under consideration. Additionally, members of the public should strive to avoid unduly reiterating their own or others’ testimony. (b) Registration. Any member of the public wishing to address the City Council regarding any item on the Agenda for public discussion shall register with the City Clerk staff prior to the start of the meeting, if possible, but no later than prior to the public hearing on that item. Except when donating time to another speaker, which will only be permitted when both the person donating time and the other speaker are physically present at the Council meeting, a request received after the start of the hearing shall be considered late and may only be heard with Council approval. (c) Manner of Addressing the City Council. After being recognized by the DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 531 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) Presiding Officer, each member of the public addressing the City Council shall go to the podium, state his or her name and whom he or she is representing, if he or she represents an organization or other person. Each member of the public is encouraged, but not required, to also state his or her address, neighborhood, or city of residence. All remarks shall be addressed to the City Council as a whole and not to any individual member thereof. After a public hearing has been closed, no member of the public shall address the City Council on the matter under consideration without first securing City Council approval. (d) Written Public Comment. Those wishing to provide public comment are encouraged to submit it in writing via email to be viewed online. For written comments received by 12:00 p.m. on the day of the Council meeting best efforts shall be made to have them posted on the Council’s online agenda. All written comments shall be made part of the public record. (e) Time Limits. Except on Written Communication, members of the public shall limit their remarks to two minutes per comment section unless the City Council grants additional time by majority vote or the City Council reduces this time limit because of the large number of speakers for public comment on the particular item. The order in which members of the public provide remarks will be determined by the City Clerk, to the extent possible giving priority to K-12 students speaking on their own behalf, those limiting their time to one minute on an item, while members of the public using the full two minutes will speak afterwards. Persons speaking on another’s written communication and persons submitting late speaker requests, who receive permission to speak shall be limited to one minute. On Written Communication, those speaking on another’s item may speak only if the person raising the matter appears and testifies. If the person who raises the item does not appear and testify, the matter shall be received and filed and persons wishing to speak on the matter may give their testimony during Public Input. A member of the public wishing to speak on more than one item shall limit his or her remarks to a total of six minutes per meeting unless the City Council grants additional time by majority vote. A member of the public may allocate time between items in one-minute increments up to two minutes. Testimony given as an applicant or appellant does not count toward the six- DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 532 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) minute maximum. A Board or Commission member reporting to the City Council on behalf of a Board or Commission shall not be subject to these rules on time limits; however, City Council may limit the duration of such reports. (f) Special Time Limits for Applicants and Appellants. Applicants and appellants on administrative items and public hearings shall limit their remarks to ten minutes and may reserve some of their time for use for rebuttal at the conclusion of the public hearing. The appellant shall have the opportunity to address the City Council first and last. (g) Special Time Limits for Special Agenda Items. Public testimony is permitted on the City Manager’s Report and Appointments to the City Council. Proclamations, commendations and appearances by special guests are ceremonial items. In order to ensure adequate time for the Council’s regular business, groups of honorees or guests, who wish to speak, should appoint one or two representatives to speak for them. (h) Special Assistance for Those Who Cannot Wait to Speak. Members of the public, including those with special needs, who cannot wait to speak on an agenda item may request assistance from the City Clerk, and a member of the Clerk's office will provide assistance in preparing a written statement of testimony for distribution to the City Council. (i) Extended Time Limits for Speakers Who Require Interpreter. A member of the public who utilizes an interpreter to provide English language translation shall receive twice the time otherwise allotted under these Rules. (j) Donating Time to Another Speaker. Donations of time to other speakers may be made only if both the person donating time and the other speaker are physically present at the Council meeting. Except on Public Input, a member of the public, speaking on their own behalf, may donate two minutes per agenda item to another speaker, speaking on their own behalf, and a speaker may accept one such donation from another per agenda item. The speaker and the person donating time shall turn in their chits together, notify the clerk of the donation, and go to the podium together. The speaker shall state both of their names and state that he or she is speaking for both. Donated time shall not increase an individual speaker’s total time limit of six minutes per meeting. Any DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 533 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) request received after the start of the hearing shall be considered late and the donator will not be permitted to donate his/her time. (k) Any electronic presentation materials presented as attachments to written public comment submitted by email for viewing online must be submitted in accordance with the time deadline set forth in Section 15(d) above. Electronic presentation materials will not be accepted in connection with public comment being provided by calling in to the Council meeting. For speakers who will be physically present to provide public comment at the Council meeting, all electronic presentation materials intended for use in connection with the public comment, including PowerPoint presentations, videos, audio, electronic images, and electronic portable document formats (PDFs), but excluding any hardcopy document projected by the overhead projector, must be received by the City Clerk no later than 12:00 PM on the day of a City Council meeting. All such electronic presentation materials must be emailed to the City Clerk’s Office and include the City Council meeting date, agenda item number, and name of the public speaker who, as noted above, will need to be present at the meeting. For clarity, this rule shall not apply to a current member of a board or commission speaking on a matter within the purview of the board or commission on which the member sits – arrangements for the use of electronic presentation materials by such a speaker should be made with the City Clerk by no later than 2:00 pm on the day of the Council Meeting. RULE 16. RULES OF CONDUCT AND SAFETY. When the City Council is in session, all persons present, whether in person or speaking by phone, must preserve safety and order and should strive to conform their conduct to the City's Civility Policy. Members of the public who are physically present at the Council meeting should sit in the audience seating area, unless addressing the City Council or entering or leaving the Council Chambers, should not block the aisles with personal belongings and should not bring audible equipment into the Council Chambers including cellular telephones or pagers. Members of the public may not, except when testifying on or participating in an agenda item, enter the well area, which is the open area directly in front of the dais and extending outward from it to a line running between the points on the Clerk's desk and the podium nearest to the audience. DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 534 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) Any person who disrupts the meeting shall be called to order by the Presiding Officer. Disruption shall include but not be limited to, blocking the audience or camera view of the proceedings. If such conduct continues, the Presiding Officer may request the Sergeant at Arms to remove the person from Council Chambers. The Chief of Police or such member or members of the Police Department as he or she may designate, shall be Sergeant At Arms of the City Council and shall carry out all orders given by the Presiding Officer through the City Manager for the purpose of maintaining order at City Council meetings. Any Councilmember may move to require the Presiding Officer to enforce the rules, and the affirmative vote of a majority of the City Council shall require him or her to do so. RULE 17. SEATING ORDER. After each municipal election, the City Clerk shall determine City Council member seating order by drawing lots, with the exception of the Mayor Pro Tem, who shall be seated next to the Mayor. RULE 18. ENTITLEMENT TO VOTE AND FAILURE TO VOTE. Every Councilmember is entitled to vote unless disqualified by reason of a conflict of interest. A Councilmember who abstains from voting consents to the decision made by the voting Councilmembers. RULE 19. VOTING PROCEDURE. Any vote of the City Council, including a roll call vote, may be registered by the members answering “Yes” for an affirmative vote or “No” for a negative vote upon his or her name being called by the City Clerk. Voting order shall be based on seating order with each roll call vote beginning at alternating ends of the dais and the Mayor voting last. RULE 20. DISQUALIFICATION FOR CONFLICT OF INTEREST. Any Councilmember who is disqualified from voting on a particular matter by reason of a conflict of interest shall publicly state or have the Presiding Officer state the nature of such disqualification and shall leave the dais prior to Council consideration of DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 535 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) the matter. A Councilmember stating or having the Presiding Officer state such disqualification shall not be counted as part of a quorum and shall be considered absent for the purpose of determining the outcome of any vote on such matter. RULE 21. TIE VOTE. Tie votes shall be lost motions. RULE 22. CHANGING VOTE. The vote of a Councilmember may be changed only if he or she makes a timely request to do so immediately following the announcement of the vote by the City Clerk or the Presiding Officer and prior to the time that the next item in the order of business is taken up. RULE 23. AGENDA MANAGEMENT. At any time prior to the City Council taking up agenda items after the report back from Closed Session, any member of the City Council may make a motion for agenda management to reorder or combine agenda items. Such a motion shall require the votes of a majority of the Councilmembers present to pass. If such a motion is passed, the City Clerk shall call agenda items in accordance with the agenda as modified by the motion. RULE 24. PROCEDURE ON AGENDA ITEMS REQUIRING A MOTION. The following procedure shall be followed in connection with any Agenda item requiring a motion: (a) City Clerk reads the title. (b) Presiding Officer calls for a staff report. (c) Councilmembers question City staff. (d) City Council conducts Public hearing. (e) City Council deliberates. (f) A Councilmember makes a motion, another Councilmember seconds the DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 536 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) motion, and the Council debates it, with the maker of the motion having the opportunity to speak last. (g) The Presiding Officer or City Clerk restates the motion. (h) The City Council votes on the motion. (i) The Presiding Officer or City Clerk announces result. RULE 25. PRESENCE OF CITY STAFF AT CITY COUNCIL MEETINGS. The City Manager, City Clerk, and City Attorney, or, in their absence, their authorized representatives, shall attend and be present during all City Council meetings and give necessary service and advice. RULE 26. RECORD OF MEETINGS. All public meetings of the City Council shall be recorded. The recording shall be made by the City Clerk and retained in accordance with the City’s record retention schedule. The use of other recording or television equipment is permitted so long as it is not disruptive of the meeting. RULE 27. USE OF TECHNOLOGY TO COMMUNICATE DURING MEETINGS During City Council meetings, Councilmembers shall not use electronic communications of any type, including texts and emails, to communicate among themselves. RULE 28. ADJOURNMENT No new item, other than Public Input, shall be considered after 11:00p.m. unless consideration is approved by a two-thirds vote of the Councilmembers present. RULE 29. CHARTER SECTION 615 In accordance with Charter Section 615, the adoption of all ordinances and resolutions shall be by reading of title only unless a Councilmember present at the meeting objects. DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 537 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) RULE 30. INTERPRETATION AND MODIFICATION OF THESE RULES. These rules shall be interpreted liberally in order to provide for the optimum in the free interchange of information and public debate without an unnecessary waste of time or duplication of effort. These rules may be amended by resolution. RULE 31. FAILURE TO OBSERVE RULES OF ORDER. These rules of order and procedures govern the conduct of City Council meetings. These rules are intended to expedite the transaction of the business of the City Council in an orderly fashion and are deemed to be procedural only. Failure to strictly observe these rules shall not affect the jurisdiction of the City Council or invalidate any action taken at a meeting that otherwise conforms to law. SECTION 2. Resolution Number 11418 (CCS) and all other resolutions adopting, amending, or relating to City Council Rules of Order, are hereby repealed in their entirety. SECTION 3. 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: _____________________________ DOUGLAS SLOAN City Attorney DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 538 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules) Adopted and approved this 21st day of June 2022. __________________________ Sue Himmelrich, Mayor I, Denise Anderson-Warren, City Clerk of the City of Santa Monica, do hereby certify that Resolution No. 11427 (CCS) was duly adopted at a meeting of the Santa Monica City Council held on the 21st day of June 2022, by the following vote: AYES: Councilmembers Brock, Davis, De la Torre, Negrete, Parra, Mayor Pro Tem McCowan, Mayor Himmelrich NOES: None ABSENT: None ATTEST: _____________________________________ Denise Anderson-Warren, City Clerk DocuSign Envelope ID: D2C8A6F3-1813-405E-8CFE-088EC22A0C8D 11.A.b Packet Pg. 539 Attachment: Exhibit A - R11427 (5350 : Amending Audit Subcommittee Rules)