AMENDED AND RESTATED BYLAWS OF THE STATE AND FEDERAL CONTRACTORS WATER AGENCY
Sacramento, California September 27, 2010
PREAMBLE
The STATE AND FEDERAL CONTRACTORS WATER AGENCY (hereinafter “SFCWA” or “Agency”) was formed effective August 19, 2009, pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 (section 6500 et seq.) of the State of California Government Code, commonly known as the Joint Exercise of Powers Act (hereinafter the “Act”), to enable the SFCWA to plan and implement Conservation Measures, carry out research and studies concerning the State Water Project and the Central Valley Project, and pursue any and all activities related or incidental thereto.
NOW, THEREFORE, the Board of Directors (hereinafter “Board”) of the SFCWA does hereby adopt these Amended and Restated Bylaws (“Bylaws”) as a mechanism to provide for its governance.
ARTICLE I
PURPOSES
The Agency is established for the purposes described in the Preamble and shall exercise all the powers set forth in the August 19, 2009 “Joint Powers Agreement” creating the Agency (the “Agreement”). The definition of terms used in these Bylaws shall be the same as contained in the Agreement, unless otherwise expressly provided herein.
ARTICLE II
OFFICES
The principal office for the transaction of business of the Agency shall be located in Sacramento County, California at 1121 L Street Suite 802, Sacramento, CA 95814. The Board may change the location of the principal office from Sacramento County to any location within the area where the Agency is qualified to do business.
ARTICLE III
BOARD OF DIRECTORS
Section 1 Powers of Directors Subject to the limitations as provided by law, the Agreement, or these Bylaws, the Board of Directors shall exercise all powers of the Agency, including the power to acquire and dispose of Agency property.
Section 2 Composition of The Board and Terms of Directors The Board shall be composed of nine (9) members, unless changed by amendment of the Agreement. The Board shall be made up of the following: three (3) Directors appointed by the San Luis &Delta Mendota Water Authority, two (2) Directors appointed by the State Water Project Contractors Authority through its Delta Specific Projects Committee, and one (1) Director each appointed by the Santa Clara Valley Water District, the Metropolitan Water District of Southern California, the Kern County Water Agency, and the Westlands Water District. Each Director of the Agency shall be a director, officer, or employee of the appointing member agency (“Member”). For Members that are joint powers agencies, the Directors appointed by those Members may be directors, officers, or employees of the joint powers agency or of any public agency that is a member of that joint powers agency. The appointing Member shall certify in writing to the Secretary that the Director meets the qualifications for Directors.
Each Member, at the time it appoints its Director(s), shall appoint an Alternate who may sit as a Director in the absence of the Director for whom the individual is the Alternate. Alternates shall possess the same qualifications as Directors.
Directors and Alternates shall have no fixed term of office, but each shall serve on the Board at the pleasure of the appointing Member and may be replaced at any time by the appointing Member by providing a written notice of replacement to the Secretary of the Agency.
Section 3 Voting Rights Each Director shall have one (1) vote on issues requiring a vote at meetings of the Board. All voting and decision-making powers of the Agency shall reside in the Board.
Section 4 Vacancies In the event that any Director of the Agency dies, resigns, is removed by the appointing Member, or is no longer qualified to serve as a Director for any of the reasons set forth in Government Code section 1770, as may be amended from time to time, the Member which appointed the Director shall, in writing to the Secretary, designate a replacement within sixty (60) days of the vacancy. In the interim, the designated Alternate shall act as a Director.
Section 5 Resignation Any Director may resign at any time by giving written notice of such resignation to the Secretary of the Agency. Such resignation shall be effective at the time specified therefore, and acceptance of such resignation shall not be necessary to make it effective.
ARTICLE IV
MEETINGS OF THE BOARD
Section 1 Regular Meeting The Board shall hold its regular meetings on the third Thursday of each month at 3:00 p.m. at its official location or an address otherwise in the City of Sacramento, provided notice of the location is additionally posted at the official office location in accordance with Government Code section 54950 et. seq.. If a regular meeting is scheduled on a holiday, or the Board determines that it is necessary to change the time of the regular meeting for any reason, the Board, at a previous meeting, by majority vote entered in its minutes, directs that the date and/or time of the regular meeting be changed to a different date and/or time. A regular meeting may be cancelled by the Executive Director upon direction of the President with concurrence of the Vice President or other officer as may be necessary due to absence, provided that notice of such cancellation is provided to all Directors and Alternates 72 hours prior to the date on which the regular meeting was scheduled to occur and that public notice of such cancellations is made concurrently. The date of regular Board meetings may be reconsidered at the annual organizational meeting of the Board. The Board may, by resolution, schedule a regular meeting to be held at any location within the service area, of a Member.
Section 2 Special Meetings Special meetings of the Board may be called at any time by the President or by three (3) or more members of the Board.
- Section 2.1 Board Member Notice All Directors shall be notified of Special Board meetings and of the purpose or purposes for which it is called.
- Section 2.2 Notices Notices of special meetings shall be provided in accordance with the Ralph M. Brown Act (Government Code section 54950 et seq. [“Brown Act”]). If the special meeting is called less than one week in advance, notice, including the business to be transacted, will be given to parties that have requested notice of meetings as soon as practical after the meeting is scheduled by telephone during business hours or by hand-delivery of the agenda to the address given in the document requesting notice of meetings.
- Section 2.3 Agenda Only those items of business listed in the call for the special meeting shall be considered by the Board at any special meeting.
Section 3 Annual Meeting The Board shall hold an annual organizational meeting each year during the month of July for the election of officers and the transaction of other business. The Annual Meeting may be conducted as a part of a regularly scheduled meeting.
Section 4 Notice of Meetings and Open Meeting All meetings of the Board shall be called, noticed, held, and conducted subject to the provisions of the Brown Act.
Section 5 Adjourned Meetings
- Section 5.1 Adjournment Any Board meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the members of the Board present, but in the absence of a quorum no other business may be transacted at such a meeting.
- Section 5.2 Notice When any Board meeting is adjourned, notice of such adjournment shall be provided as required by section 54955 of the Government Code.
Section 6 Rules of Procedure for Meetings All meetings of the Board shall be called, noticed, held and conducted in accordance with the provisions of the Brown Act and as further prescribed by these Bylaws. Teleconferencing may be utilized as authorized by section 54953(b) of the Brown Act.
Section 7 Quorum A majority of the members of the Board shall constitute a quorum for the transaction of business.. Attendance of a member of the Board by teleconference as authorized by the Brown Act shall constitute attendance for purposes of quorum determinations.
Section 8 Minutes The Secretary of the Agency shall cause minutes of all meetings of the Board to be prepared and, as soon as possible after each meeting, shall cause a copy of the draft minutes to be forwarded to each member of the Board.
Section 9 Compensation Directors and Alternates shall not receive any compensation from the Agency for serving as such, but shall be entitled to reimbursement for reasonable expenses actually incurred in connection with serving as a member. The Board may adopt policies defining reasonable expenses.
ARTICLE V
OFFICERS
Section 1 Officers The Officers of the Agency shall be a President, Vice-President, Secretary, and Treasurer. The same individual shall not be the President and Vice-President. The Treasurer may, but need not, be a Director. All other officers shall be Directors.
Section 2 President The President shall act as Chair of the Board, shall preside at all meetings of the Board, as authorized by the Board, shall sign all contracts on behalf of the Agency, and shall perform such other duties as may be imposed and authorized by the Board. The Chair shall determine the order in which agenda items shall be considered for discussion and/or action by the Board.
Section 3 Vice-President In the absence of the President, the Vice-President shall act, sign contracts, perform all of the Chair’s duties, and shall perform such other duties as may be prescribed by the Board.
Section 4 Secretary The Secretary shall be responsible for the preparation of the Board meeting minutes and meeting notices. The Secretary shall provide a copy of the minutes to each Director as soon as possible after the meeting, but no later than seven (7) days prior to the next regular meeting.
In preparation for each Board meeting, the Secretary shall prepare packets of appropriate materials and agendas for each Director, each Alternate, and for the public. A reasonable fee may be charged for copies of the Agenda Packet distributed to members of the public and news media. The Secretary shall be responsible for timely and accurately preparing and posting the meeting notices and agendas.
The Secretary shall, on behalf of the Agency, countersign all contracts signed by the President, Vice-President, or Executive Director, shall perform such other duties as may be directed by the Board, and shall cause a copy of this document to be filed with the Secretary of State of the State of California pursuant to the Act. Jointly with the Executive Director, the Secretary shall have charge of, and access to, all records of the Agency.
Section 5 Treasurer The Treasurer shall be the depository and have custody of all the money of the Agency. The Treasurer shall exercise the duties and obligations set forth in California Government Code sections 6505 and 6505.6 of the Act and shall assure that strict accountability is maintained of all funds and reporting of all receipts and disbursements of the Agency. The Treasurer shall perform any and all tasks as assigned by the Board. Jointly, with the Executive Director, the Treasurer shall have charge of and access to all accounts, funds, and money of the Agency and all records of the Agency relating thereto. For each Regular Board Meeting, the Treasurer shall prepare or have prepared a detailed report of all funds received and disbursed since the previous meeting. The report shall show funds received into each account for the preceding period and the cumulative balance of funds received to date for the fiscal year. Additionally, all funds disbursed shall be reported in a like manner. If the Treasurer for the Agency also serves as the Treasurer for one of the Members, the funds of the Agency shall be kept in accounts separate from those of the Member.
Section 6 Removal and Resignation The hiring, firing, demotion, or disciplining of the Executive Director, Treasurer, Legal Counsel, consultants, and other professional staff retained directly by the Board may be exercised at any time by the Board with at least five (5) affirmative votes. Any officer may resign at any time by giving written notice to the Board.
ARTICLE VI
COMMITTEES OF THE BOARD
Section 1 Committee Generally The Board may appoint committees to carry out such functions as are designated by the Board from time to time. Committees may be advisory committees or standing committees created to assist the Board in carrying out its objectives. Each advisory or standing committee shall have at least one representative of each Member and such a representative shall serve as the chair of any advisory or standing committee.
Section 2 Expenditures Except as may otherwise be provided by the Board or by these Bylaws, any expenditure of funds by a committee shall require prior approval of the Board.
ARTICLE VII
EXECUTIVE DIRECTOR
Section 1 Executive Director The Board shall appoint an Executive Director.
Section 2 Duties of the Executive Director The Executive Director shall be chief operating officer of the Agency and responsible for the day-to-day management and operation of the Agency. Pursuant to section 6505.1 of the Joint Exercise of Powers Act, the Executive Director shall have charge of, handle, and have access to any property of the Agency. The Executive Director shall serve at the pleasure and under the direction of the Board. Without prior Board approval, the Executive Director is empowered to sign contracts for amounts up to and including $100,000. Subject to prior Board approval, the Executive Director may sign contracts for amounts exceeding $100,000 and other legal documents on behalf of the Agency. The Executive Director shall also perform such other duties as may be imposed by the Board. The Executive Director shall be responsible for the hiring, firing, promoting, and disciplining of the Agency employees, except the Treasurer, Legal Counsel, consultants, and other professional staff retained directly by the Board. In the absence of the Secretary, the Executive Director shall perform all of the Secretary’s administrative duties. In the absence of the Treasurer, the Executive Director shall perform all of the Treasurer’s duties.
ARTICLE VIII
MISCELLANEOUS
Section 1 Agents and Representatives The Board may appoint such agents and representatives of the Agency, with such power to perform such acts or duties on behalf of the Agency, as the Board may see fit, so far as may be consistent with the Agreement, these Bylaws, and applicable laws and regulations.
Section 2 Bonding The Executive Director and the Auditor are required to have and file official bonds pursuant to Government Code section 6505.1 in amounts to be fixed by the Board.
Section 3 Fiscal Year The fiscal year of the Agency shall commence each year on March 1st and will continue through the last day of February of the following year.
Section 4 Annual Report and Annual Audit The Board shall cause an annual report and an annual audit to be prepared and sent to the Directors and the Members not later than 180 days after the close of each fiscal year. Such report shall contain a balance sheet of the end of such fiscal year, an income statement, and statement of changes in the financial position for such fiscal year, and shall be accompanied by such other pertinent documents/information as may be required by law or the Board.
Section 5 Inspection of Agency Records At any reasonable time, the accounting books, records, and the minutes of proceedings of the Board shall be open to inspection by the Directors or authorized representatives of the Members. Such inspection may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts.
Section 6 Checks and Drafts All checks and warrants for the payment of money, notes or other evidences of indebtedness issued in the name of and payable to the Agency, shall be signed or endorsed by an officer or officers appointed in such manner as, from time to time, shall be determined by the Board.
Section 7 Execution of Contracts The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Agency, and such authorization may be general or confined to specific instances except as otherwise provided by these Bylaws. Unless so authorized by the Board, no officer, agent, or employee shall have any power or agency to bind the Agency by any contract or engagement, to pledge its credit, or to render it liable for any purpose or in any amount.
Section 8 Counsel The Board shall retain legal counsel for the Agency, who will report to the Board.
Section 9 Auditor The Board shall appoint an Auditor annually, who will report to and serve at the pleasure of the Board. The Auditor shall perform those duties required by California Government Code sections 6505 and 6505.5, including the following:
- 9.1 Annual Audit. Contract with a certified public accountant to make an annual audit of the accounts and records of the Agency as such audit is provided for in the agreement creating the Agency. The minimum requirements of the audit shall be prescribed by the State Controller, as provided in section 26909 of the Government Code; and
- 9.2 Other Duties. Such other duties as may be provided by the Board, the Agreement creating the Agency, or these Bylaws.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended or repealed by a two-thirds (2/3) vote of the Board of Directors at a public hearing duly held and noticed. The secretary of the Agency shall prepare and distribute any revisions to all Members.
