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ARTICLE I

The name of this organization shall be: "Orange County Division, League of California Cities."

ARTICLE II – Purpose

The Orange County Division, League of California Cities, shall be composed of each municipal corporation within the County of Orange which pays such dues assessment as may be determined by the Division.

The purpose and functions of this Division shall be:

1. To hold periodic meetings of city officials to foster and disseminate knowledge relating to municipal government by all appropriate means and to generate greater interest and more active civic consciousness among the members.
2. To hold periodic meetings of city officials for the discussion of municipal issues for the purposes of promoting governmental efficiency and reducing the cost of government.
3. To assist the League of California Cities in formulating policy, and advocating the common policies and positions of the League and the Orange County Division.
4. To advocate the policies and positions of the Orange County Division in matters of local interest.
5. To issue advisory votes to city representatives on select and specific policy matters, according to the process included in Article VI, Section C.
6. To advocate on behalf of its member cities the preservation and enhancement of local governance.

ARTICLE III – Membership

1. Any incorporated city in Orange County is eligible for membership.
2. Membership in the Division shall be contingent upon membership in the League of California Cities.

The membership of the Division shall be represented therein by the municipal officers of member cities. Active participation in the deliberations of the Division and a vote of any question shall be confined to member municipalities whose membership has not been suspended.

Any municipality which is in arrears in payment of it dues assessment, as has been adopted by the Division, for a period of 90 days shall automatically be deemed suspended from membership, including all associated privileges including voting rights. It shall be the duty of the Division Executive Director to notify said city immediately.

A member city that has been suspended for non-payment of dues assessment to the Division, or that relinquishes membership by choice for a period of more than 90 days, shall be reinstated to membership only after the city's total dues assessment has been paid to the Division for the current year of suspension in which non-membership occurred.

Notice will be deemed given to all member cities and council members three days after mailing of the notice by USPS (United Sates Postal Service), first-class, postage pre-paid, or upon facsimile to the clerk of each city, with electronic receipt confirmation received, or upon hand delivery to the clerk of each city, whichever method should be selected by the sender and/or, if multiple methods are selected, whichever should occur first.

ARTICLE IV – Officers

The affairs of the Division shall be conducted by a Board of Directors. The Board of Directors of the Division shall consist of the President, the First and Second Vice Presidents, the State League Director, the Chair of the Advocacy Committee, three large city representatives and five district representatives. The Immediate Past President and the Chair of the City Managers' Committee shall serve as non-voting ex officio members of the Board of Directors.

An Executive Committee will be comprised of the President, First Vice President, Second Vice President, the Advocacy Committee Chair, the State League Director, and the immediate Past President, providing he/she is still in office. The Executive Committee also includes the Immediate Past President, as a non voting ex officio member.

Election of the President, First Vice President and Second Vice President, State League Director (in even numbered years only), and Advocacy Committee Chair shall be held in the month preceding the annual conference of the League of California Cities. The selection of the three large city representatives and five Supervisorial district representatives shall take place at least one month before the election of officers at the General Meeting. The eight largest member cities shall select the three large city representatives, while the cities in each of the five Supervisorial districts shall select one representative per district to the Board of Directors. The three large city representatives shall be elected prior to the five Supervisorial district representatives. For the three large city and five district positions, no city shall have more than one representative elected to the Board of Directors.

The President, Vice Presidents, Chair of the Advocacy Committee, three large city representatives and five district representatives shall serve for a term of one (1) year and until their successors are elected. The State League Director shall serve for a term of two (2) years. The term of office for all members of the Board of Directors shall commence at the meeting following the election or the annual conference of the League of California Cities, whichever is first. In the event of a vacancy, the office shall be filled by the Division membership at the next regularly scheduled meeting for the unexpired portion of such term, if the term expires more than three months from the election of new officers.

A nominating committee, comprised of one member from each County Supervisorial District, shall be appointed by the President and confirmed by the Executive Committee two meetings before the meeting at which the President, Vice Presidents, State League Director and Advocacy Committee Chair will be elected. At the meeting immediately before the election, this committee will present its report to the Division. At that time and at the election meeting, members present may place in nomination from the floor additional candidates for any office then under consideration by the Division.

ARTICLE V – Duties of Officers

It shall be the duty of the President to preside at the meetings of the Division and the Board of Directors, and to perform such other duties as ordinarily pertain to the office of President.

The First and Second Vice Presidents shall assume, in order, the duties of the President during the absence of the President.

The large city and district representatives shall represent the membership of the Division and assume duties as assigned by the President.

It shall be the duty of the State League Director to represent the Division on the Board of Directors of the League of California Cities.

It shall be the duty of the Chair of the Advocacy Committee to preside at the meetings of the Advocacy Committee. The Chair shall also serve as the Division's representative to the League of California Cities' General Resolutions Committee.

1. Meet when called by the President to plan and coordinate the business and proposed activities to be brought before the Division.
2. Prepare and present the annual budget to the membership for approval.
3. Establish and conduct a thorough recruitment process for the position of Division Executive Director. Upon completion of the recruitment process, the name of the candidate selected by the Board of Directors for the Division Executive Director shall be submitted to the League Executive Director in Sacramento for hiring. The Board of Directors may request the assistance of the League Executive Director in the recruitment process for the Division Executive Director position. The League Executive Director may delegate to the Division Executive Director the authority to recruit and hire other Division staff, as necessary, to carry out the work of the Division.
4. Solicit and nominate individuals to represent the Division on various bodies as defined in Article IX, Section A of these Bylaws.
5. Appoint the standing committees as defined in Article IX, Section A, of these Bylaws.
6. Appoint temporary and on-going task forces and committees as necessary.
7. Have the authority to act on behalf of the Division on matters of municipal concern, including legislative and policy matters subject to approval of the Division at its next regular meeting.

The Executive Committee shall be responsible for working with the Division Executive Director on setting the Board of Directors monthly meeting agenda items, establishing the monthly General Membership Agenda and Speaker, and confirming the nominations of the President.

ARTICLE VI – Meetings

Regular meetings of the Division shall be held monthly, on the second (2nd) Thursday of each month, whenever possible, and at such place as the Board of Directors may direct.

Special meetings of the Division may be held at any time upon call of the President or upon petition of 25 percent of the member cities in good standing. No such special meeting may be legally held, however, unless written notice thereof is given to the member municipalities at least 24 hours in advance of such special meeting. Such notice shall specify the time, place and purpose of such special meeting, and no other business shall be transacted except that for which said meeting is called.

From time to time the Orange County Division may issue advisory votes on select policy matters to city representatives on various boards and commissions. Such policy matters shall be agendized for a vote of the Division at any regular or special meeting provided that 10 days notice is given to member cities. Two-thirds (2/3) of member cities must support a Division advisory vote for it to be transmitted to city representatives. The meeting agenda shall make provision for affected city representatives to address the Division on the advisory vote policy matter.

A majority of the member cities shall constitute a quorum for the transaction of business at any meeting of the Division.

1. A majority of the member cities present may act on any issue properly coming before any meeting of the Division, except that a Division Advisory Vote shall require a two-thirds (2/3) vote of the total number of member cities.
2. Each member city shall have one vote. The vote shall be cast by the Mayor of each member city, or his/her Council Member designee, confirmed in writing and delivered to the Division prior to the vote.
   1. When taking positions on legislative matters and/or adopting the State and Federal Legislative Platforms, a weighted voting system may be used at the request of any member city prior to the vote. The weighted voting system shall require that a majority of member cities present at the meeting representing a majority of their total population will be required to act on the issue before the Division.
3. There shall be no secret ballots.

The reading of the minutes of the prior meeting of the membership shall be acted upon and the prior reading therefore may be waived by a majority vote of the member cities present.

The conduct of meetings shall be governed by Robert's Rules of Order where the question at issue is not determined by these Bylaws.

ARTICLE VII – Finances

The Board of Directors and Division Executive Director shall work through the Sacramento office of the League to secure appropriate bookkeeping, financial reporting and auditing functions for the Division.

The Division Executive Director shall work closely with the Sacramento office of the League to provide appropriate accounting, checking and related services for the Division.

Each year the Board of Directors and Division Executive Director shall work through the Sacramento office of the League to engage an independent auditor to compile and/or review financial records of the preceding fiscal year and report the findings to the Board of Directors. After completion of the Division audit, conducted in conjunction with the state League, the Division Board of Directors may conduct and pay for a separate audit.

Annual dues shall be approved and the annual budget shall be adopted by the Board of Directors and the Division no later than August preceding the fiscal year.

Annual dues assessments shall be due and payable by January 1 of each year.

The fiscal year of the Division shall be from January 1 to December 31 of each year.

ARTICLE VIII – Standing Committees

The Board of Directors, or its designees, shall serve as the Budget Committee and shall prepare and present the annual budget according to Article VII, Section D, of these Bylaws.

The policies governing the responsibilities and procedures are contained in the separate document entitled "Advocacy Committee Procedures" and attached to the Bylaws as Appendix A.

The City Managers' Committee will advise the Division Board of Directors on matters pertaining to finance, budgeting, audit, and other matters pertaining to the Division, and may serve as a staff resource to all committees and task forces appointed by the Division. The City Managers' Committee shall consist of the members appointed by the President of the Orange County City Managers' Association.

ARTICLE IX – Appointments

1. All appointments of individuals or committees to represent or serve the Division on a sustaining basis shall be nominated by the President, confirmed by the Executive Committee and approved by the Division.
   1. All appointees shall be elected officials, except as otherwise provided by law.
   2. A majority of the cities present (if a quorum was achieved) is necessary to appoint representatives to boards, commissions, or agencies. If there are three or more nominees for a position and none receives a majority vote of the number of members present, then all but the two nominees with the greatest number of votes shall be removed and the balloting repeated. If neither receives the required majority vote after two additional ballots, the meeting shall be continued to a subsequent time for further consideration. This rule limiting the number of ballots to a total of three (3) may be suspended upon a two-thirds (2/3) vote of eligible cities present.
2. Each recommended appointment shall be announced at the next regular meeting of the Division for approval. If disapproved, an appointment may be substituted by direction of the Division.
3. Any appointment may be revoked by the foregoing procedure or by direction of the Division.
4. Temporary task forces may be appointed by the President and confirmed by the Board of Directors without Division approval.

A current list of all appointed individuals and committee members shall be maintained by the Division Executive Director. When appropriate, the President shall periodically call upon appointed individuals and committees to make direct reports to the Division.

1. The Division Executive Director shall maintain accurate attendance records for all appointed individuals serving on committees.
2. Appointments to any position shall be considered vacated when the appointee fails to attend three (3) consecutive meetings of the committee to which they are appointed or fails to attend a majority of the regular meetings scheduled within their term.
3. Appointees by the Division shall attend a minimum of four (4) Division General Meetings per year.
4. Special exceptions to the above-described requirements may be granted by a majority vote of the Board of Directors and must be promptly reported to the membership.
5. The President shall report at each Division meeting any vacated positions.

All city representatives appointed by the Division are responsible for exercising the duties of their positions with diligence, integrity and the highest regard for the public trust and the joint interest of the citizens of the cities within Orange County. Each appointee is fully accountable to the Division for actions taken as a city representative.

From time to time the Orange County Division, League of California Cities may issue advisory votes on selected policy matters to city representatives appointed by the Division. In cases where city representatives fail to follow the Division advisory vote, a reconsideration of their appointment shall automatically be conducted at the next Division meeting and the subject city representative shall be given the opportunity to explain and detail his or her position and vote on the policy matter. The city representative may be removed by a majority vote of the total number of member cities present, if a quorum was achieved, except as otherwise provided by law.

ARTICLE X – Amendments

Proposed amendments to these Bylaws must first be submitted in writing to the members of the Division for consideration and study at least thirty (30) days prior to the date of the meeting at which the proposed Bylaw amendments are to be acted upon.

These Bylaws may be amended at a meeting where:

1. two-thirds (2/3) of all member cities are present, and then
2. upon affirmative action of a majority of all member cities, whether present or not.

Certification of Approval

It is hereby certified that these revised Bylaws for the Orange County Division, League of California Cities, were introduced at the regular Division meeting on January 11, 1979, and duly adopted at the regular Division meeting on February 8, 1979, and subsequently amended on November 8, 1979, November 12, 1981, May 20, 1982, May 15, 1987, September 13, 1990, March 14, 1991, March 12, 1992, May 11, 1995, January 11, 1996, January 8, 1998, January 13, 2000, November 9, 2000, September 12, 2002, January 8, 2004, January 12, 2006 and August 9, 2007.

APPENDIX A

ORANGE COUNTY ADVOCACY COMMITTEE PROCEDURES

1. The Division Advocacy Committee ("Committee") shall be composed of mayors and council members from Orange County cities. Any current mayor or council member is eligible to participate on the Committee.
2. The composition of the Committee shall be the Advocacy Committee Chair, as determined by the bylaws of the Division, plus two members for each State Assembly District that represents any city or cities in Orange County. Advocacy Committee members shall be recommended by the Advocacy Committee Chair, approved by the Division’s Board of Directors and confirmed by the General Membership in the month preceding the annual conference of the League of California Cities.
   1. The two Committee members from each State Assembly District shall be chosen from nominations submitted by individuals from different cities, completely or partially, within the Assembly District.
   2. If there are not sufficient nominations to meet criteria “a” above, then two members from the same city may be chosen.
   3. If there are not sufficient nominations to meet criteria “b” above, then members from cities contiguous to cities within the Assembly District may be chosen.
   4. And finally, if there are not sufficient nominations to meet criteria “c” above, then members may be chosen from any city in Orange County.
   5. Notwithstanding the above provisions, the number of Advocacy Committee members from the same city shall be less than a majority of the council members for that city.
3. Vacancies that exist at the conclusion of the nomination procedure above, or that subsequently occur due to resignation or removal, shall be filled through appointment by the Division President, upon the recommendation of the Advocacy Committee Chair. In filling such vacancies, geographic balance shall be considered to the greatest extent possible.
4. The term of office for Advocacy Committee members shall commence at the meeting following the election or annual conference of the League of California Cities, whichever occurs first, and shall be for one year or until their successors take office.

The purposes of the Division Advocacy Committee shall be:

1. To serve as the primary liaison to the cities in their area, educating other elected officials about pressing issues and urging city involvement through letters, phone calls and other communication to legislators.
2. To help coordinate legislative meetings, and work with the League’s Regional Public Affairs Manager on outreach to partners and carry key messages to cities and others.
3. Work as an advocate for top legislative matters (both state and regional).
4. Annually review the Division’s State and Federal Legislative Platforms and recommend any needed changes to the general membership.
5. Draft, review, amend and recommend resolutions to the membership for consideration, as needed.