Westchester Playa del Rey

11/24/01 WPDR Neighborhood Council Bylaws Draft 2

The Bylaws of the Westchester Playa del Rey Neighborhood Council

THE BYLAWS OF THE WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL.

DATED – 11/21/01


ARTICLE I. NAME

The name of this organization shall be:

The "WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL". (Sometimes referred to herein as the "Council" or "WPDRNC")

ARTICLE II. GEOGRAPHIC AREA

The WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL shall cover the geographical area commonly known as Westchester and Playa del Rey. The boundaries shall conform to the boundaries of the Westchester- Playa del Rey Community Plan; That is census tracts 2760, 2761, 2764, 2765, 2766.1, 2766.2, 2770, 2771, 2772, 2774, 2780, 2781, and that area of Playa Vista that is South of Ballona Creek. LAX is NOT included.

ARTICLE III. PURPOSE & POLICIES

The WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL shall:

A. Act as a forum for the discussion of community issues.

B. Act as a forum to engage Westchester-Playa del Rey organizations, businesses and residents to collaborate and deliberate on matters affecting the community.

C. Act as an advocate on behalf of the Westchester-Playa del Rey community, to government and private agencies.

D. May assist other organizations who want help in accomplishing their objectives or projects.

E. The primary objective of the Council is to improve the well-being, quality of life and livability within its Geographic area, and the surrounding areas through community involvement in matters of public concern.

F. Promote more public participation in government.

G. Promote community input into the City’s decision-making process in order to make government more responsive to local needs.

H. Facilitate the delivery of City services by helping to identify community needs and involving relevant City staff in achieving integrated problem-solving techniques.

I. Ensure equal opportunity for all Stakeholders, as defined hereunder, to join and become a member of the WPDRNC.

J. Promote inclusiveness by representing the many diverse interests in the community, and encouraging said diverse interests to work together in addressing community concerns.

K. Promote and facilitate dialogue and collaboration among other neighborhood councils throughout Los Angeles on those issues of common concern, and to share resources and experiences.

L. Act as a direct conduit for our community to communicate its concerns to the City Council of Los Angeles.

M. Pursuant to a majority vote, in accordance with Procedures outlined in these Bylaws, the COUNCIL may take positions on issues, and communicate those positions to government official/s. However, the representative/s of the Council who is communicating such positions shall also communicate the minority position to the government official/s, along with a count of the votes that were used to determine the majority position of the Council, thereby also communicating the degree of support that exists amongst the General Membership for the majority position that has been adopted.

N. Pursuant to a majority vote, in accordance with the procedures outlined in these Bylaws, THE WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL may take on an activist approach on issues it deems to be in its interest. However, any individual Member shall be free to abstain from any activist activity for any reason, and may even, as an individual, actively oppose ANY position and activities that the WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL may be engaged in without fear of ANY PENALTY. The WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL will not exclude anyone from Membership and participation who is a Stakeholder.

O.THE WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL shall conduct fair, open and transparent procedures.

P.The financial structure of WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL shall be in accordance with the rules of the Los Angeles, Department of Neighborhood Empowerment, and the conduct of financial affairs and book of accounts shall be in accordance with Generally Accepted Accounting Procedures (G.A.A.P.) Any Member, upon reasonable notice may inspect and/ or audit the books. If the City of Los Angeles grants funding to the WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL, the book of accounts shall be submitted to the appropriate City Agency for review.

Q.The Fiscal Year shall be the same as that observed by the City of Los Angeles, in order to facilitate budget coordination.

R. A Majority vote of the General Membership body shall have the power to alter and create policies, take positions on issues, commit the Council to activist tasks, engage in financial decision making, change these Bylaws, or any other activity (hereinafter referred to as "Making Policy" or "Policy" or "Policies") The Board of Directors may also create Policies provided that they in good faith deem such Policies to be generally consistent and not at odds with Policies previously enacted by the General Membership body. When there is a conflict between a Policy enacted by the General Membership and a Policy enacted by the Board of Directors, the General Membership Policy shall prevail. The Board Of Directors MAY NOT change the Bylaws. Changes in the Bylaws may ONLY be enacted at General Membership Meetings, where a Quorum exists. The enactment and creation of Policies shall take place at Board Meetings and/or General Membership meetings that are open to the General Membership, where a good faith effort, in accordance with the procedures that are outlined in these Bylaws, has been made to inform the General
Membership of the location and time of the Meeting, and the Agenda that . The Board of Directors shall inform the General Membership body of any Policies enacted by them as soon as possible, and no later than the next General Membership meeting.

S. Any amendment of these Bylaws, shall, within one week of adoption of the amendment, be submitted in writing to D.O.N.E. together with notices that were provided by the Council to members and Stakeholders regarding the bylaws change, plus the minutes of any meetings in which the change of bylaws was adopted.

T. The WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL shall conduct monthly General Membership meetings, and monthly meetings of the Board Of Directors that are open to the General Membership. It shall be the Policy of the Council to attempt to have these meetings at regularly scheduled times, and at the same place each time if possible, and to give proper Notice of these Meetings to the General Membership and the community at large according to the procedures outlined for Notice in these Bylaws. The Board Of Directors shall schedule the meetings, and schedule the Agenda for such meetings. Any Member may have the Board place an item on the agenda for discussion, and such items shall be dealt with on a first come first-served basis. However, if an issue to be placed on the agenda is time-sensitive, the Member may immediately request that the Board or the General Membership take a vote as to whether or not that time-sensitive agenda item may be moved ahead of other items on the list (see "MEETING PROCEDURES").

U. It shall be the policy of the WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL to engage in outreach activities to encourage and facilitate as many Stakeholders as possible becoming Members. The Council shall also publicize the activities of the Council to the community at-large, in an open and highly visible manner.

V. The Code Of Ethics for the Council and all Members shall be to obey in both word and spirit, all applicable laws of federal, state and local government, the Constitution of The United States of America, and shall conduct all affairs in a open, honest, and just manner.

W. The Council shall use its best efforts to Inform the community of forthcoming projects that affect the community as determined by the Council, if and when such projects come to the attention of the Council.

X. The Council may assist an individual, group or organization in the pursuit of whatever community project the individual, group or organization thinks desirable and which the NEIGHBORHOOD COUNCIL elects to support.

Y. The Council may, pursuant to a majority vote of the Board or The General Membership, provide a forum to enable any individual, group or organization to speak out on any side of any issue on which the individual, group or organization wants to be heard. However, the Council shall not favor one political party over another.

Z. It shall be the policy of the WPDRNC to use its best efforts to accommodate Stakeholders and Members who are handicapped, so that their handicap does not prevent them from full participation in all the activities of the Council, including but not limited to the ability to participate in Meetings, and vote on Policies.

ARTICLE IV. NOTICE

Reasonable Notice of the time and place of General Membership Meetings and Board Meetings, issues of public concern, Policies enacted by the Board, and the items currently on the Agenda, must be disseminated to the General Membership body, and to the community at large, which specifically means there will be a good faith attempt by the Board of Directors to disseminate such information in the following ways:

A.Notice by email, two weeks before a Meeting to those members who have email addresses and who have given such email address to the Membership Committee. It shall be the responsibility of Members to provide the Membership Committee with their email address.

B.Posting information about Meetings, Agendas, Issues and enacted Policies in the Westchester Public Library two weeks before Meetings.

C.When there are funds to do so, or if the space can be donated, a notice about the Meetings, Agendas, Issues, enacted Policies, shall be posted in a newspaper of general circulation in the community one week before a Meeting.

D.In addition to (a), (b) & (c), the Board may choose to also use other means it deems to be appropriate to communicate information about Meetings, Agenda Items, enacted Policies and Issues to the General Membership, including but not limited to; Telephone calls; Local cable television; Flyers; etc.




ARTICLE V. MEMBERSHIP

Section 1. STAKEHOLDERS

A.The WPDRNC shall insure an opportunity for all Stakeholders to join and become Members. A Stakeholder shall be defined as any individual who lives, works or owns property in the WESTCHESTER-PLAYA DEL REY NEIGHBORHOOD COUNCIL Geographic area. In addition, Stakeholder status may be identified by participation in, among other things, educational institutions, religious institutions, community organizations or other non-profit organizations, block clubs, neighborhood associations, condominium associations, resident associations, school/parent groups, faith based groups and organizations, senior groups and organizations, youth groups and organizations, chambers of commerce, business improvement districts, service organizations, park advisory boards, boys and girls clubs, cultural groups, environmental groups, code-watch, neighborhood watch, police advisory board groups, and/ or redevelopment action boards.

B.Pursuant to a majority vote of the general membership in the meeting on July 3rd,2001, it was stipulated: When or if there is a doubt as to a prospective Member’s status as a Stakeholder, the most liberal interpretation of the definition of a Stakeholder as defined herein shall prevail, thereby insuring the inclusion of all Stakeholders who wish to be Members.

Section 2. MEMBERSHIP PROCEDURES & REQUIREMENTS

A.The application for membership will include name, address and telephone number and email and fax numbers only if applicable. The homeless, or those without a telephone, or mailing address, or email, or fax number shall not be excluded from Membership.

B.The payment of dues shall not be required to be a Member.

ARTICLE VI. MEETING PROCEDURES PERTAINING TO BOTH GENERAL MEMBERSHIP AND BOARD OF DIRECTORS MEETINGS:

Section 1. ROBERTS RULES OF ORDER

A. All Meeting Procedures shall be adopted with the intent of being consistent with the latest edition of "ROBERTS RULES OF ORDER".

B. Meeting Procedures may however, be adopted by the WPDRNC that are different than those in the latest edition of "ROBERTS RULES OF ORDER".

Section 2. TIME AND PLACE OF MEETINGS

A. The Council shall attempt to hold General Membership Meetings on the first Thursday of every month, and the Board of Directors shall attempt to meet on the following Wednesday of each month.

B. All Meetings shall take place after proper Notice has been given to the General Membership and the community at large, according to the procedures for Notice, outlined in these Bylaws.



Section 3. THE AGENDA

A.Any Member may place an item on the Agenda.

B.An Agenda Item is ANYTHING pertaining to the business of the Council, including but not limited to: Nominations for Board Members; Removal of Board Members; Issues affecting the community; Proposals for activism; Proposals for changes to these Bylaws; Topics for discussion; etc.
C.Items placed on the Agenda shall be brought up by the Chairperson, on a first come, first served basis.

D.For agenda items that are TIME SENSITIVE, the Chairperson shall call for a vote of the Membership body as to whether or not this time-sensitive Agenda item shall be placed ahead of other items previously placed on the Agenda (hereinafter referred to as "Jumping The List" or "Jump The List"). Individual Members may also make a motion to have a particular item they think is TIME SENSITIVE Jump The
List. The motion for such Agenda item to Jump The List, shall be immediately discussed and voted upon by the General Membership. If a simple majority of the Membership votes to have an Agenda item Jump The List, then it shall Jump The List. If a simple majority of the General Membership votes against Jumping The List for that item, then that item will be placed behind other items the were previously
placed on the Agenda, and the meeting will continue as before the Member had made such a motion to have that item Jump The List.

Section 4. MEETING PROCEDURES

A.Meetings shall begin by reading the minutes from the previous meeting, and reading the Agenda for the current meeting.

B.Minutes shall be recorded and kept of all Meetings.

C.Members shall raise their hand when they wish to speak, and wait until they are called on by the Chairperson.

D.When called on by the Chairperson, the Member shall have a maximum of three minutes speaking time, for each time they are called on by the Chairperson.

E.The Chairperson shall call on Members in the order that their hands are raised.

F.Any Member may, when called upon by the Chairperson, make a proposal or a motion related to the Agenda item currently being focused on in the meeting. If that motion is seconded by another Member, then that motion shall be voted on by the Members currently attending the meeting, when discussion of the Agenda item has ended.

G.When an Agenda item is raised, discussion shall continue until a Member makes a motion to end discussion and vote on the motions currently in consideration for this issue. This can be referred to as; "Calling the Question." If the motion to Call The Question is seconded
by another Member, then the Chairperson MUST IMMEDIATELY TAKE A VOTE AS TO WHETHER THE DISCUSSION SHALL END. If the majority of the Members votes to end discussion, then DISCUSSION MUST END, AND ALL MOTIONS REGARDING THE AGENDA ITEM THAT HAVE BEEN SECONDED MUST BE VOTED ON. If the majority of the Members vote to continue discussion THEN DISCUSION MUST CONTINUE until a motion to end discussion passes. The Chairperson MAY NOT unilaterally end discussion and take a vote.

H.The Member who is called on may say anything he or she wishes during the three minutes allotted, even if what that member is saying appears to other Members to be irrelevant and off the subject.

I.Members may speak when not called on by the Chairperson, and may interrupt the meeting to either make a motion to vote and end discussion, and/or to make a POINT OF ORDER about how the meeting is being run.

J.Votes shall be taken by a show of hands. At any time however, any Member may speak out without being called upon by the Chairperson, to request a roll call count to insure accuracy.

K.The Chairperson may appoint a Sergeant At Arms to maintain order in the meeting.


Section 5. EXPULSION FROM A MEETING

A.Any Member, may as a Point Of Order, speak when not yet called upon to make a motion to expel another Member from a meeting , if the offending Member is disruptive as defined in the latest edition of "ROBERTS RULES OF ORDER" and that such disruption is of such an intensity and degree that the meeting cannot function properly. The motion to expel shall be immediately discussed and voted on by the
General Membership.

B.The Expelled Member shall still have the right to vote on items on the Agenda, by informing the Chairperson of his or her position on such Agenda items before he/she leaves the meeting.

C.This Expulsion shall not be construed as expulsion from Membership in the WPDRNC, only the meeting at which the Member was disruptive.

D.The Expelled Member will also be granted one chance to re-enter the Meeting, to make a motion that his or her expulsion from the meeting be reversed, based upon his or her assurance that he or she will cease to be disruptive.

Section 6. QUORUM & VOTING

A.No Policies may be voted upon and implemented without the presence of a Quorum.

B. A Quorum shall be defined as existing only if proper notice of the Meeting has been disseminated according to the procedures stipulated in these Bylaws, AND:

(aa) For Board Meetings;

A majority of the Board, which shall be defined as a majority of the Board Positions and Officers that have been filled. Since it may be impossible to have all thirty-three positions completely filled at any given time, the Board shall still be able to function with a simple majority of the existing Board Members Present. However, the Board, the Elections Committee, and the General Membership shall continually make a good faith effort to keep all thirty-three Board positions filled with Members that satisfy the requirements stipulated in these Bylaws.

(bb)For General Membership Meetings;

A simple majority of the Board of Directors Positions that have been filled, plus thirty General Members.

(cc)To Change These Bylaws

The Bylaws may ONLY be changed at a General Membership Meeting where there is a simple majority of the Board of Directors positions that have been filled plus forty General Members.



ARTICLE VII. AMENDMENTS

Any Member may make any motion during a General Membership meeting to change any of these Bylaws, provided there is a Quorum as defined hereunder, and if that motion is seconded by another Member, and then passed by the majority of the Members at the meeting.






ARTICLE VIII. THE BOARD OF DIRECTORS

Section 1. THE COMPOSITION OF THE BOARD

A.The Council's Board of Directors shall consist of thirty-three voting members, where at least 60% of which must, according to Law, reside in the Geographic Area described hereunder.

B.The General Membership will elect nine (9) MEMBERS AT LARGE to the Board of Directors and two (2) Members who reside in each census tract (twenty four) at an annual General Membership Meeting. The census tract members will be elected by the voting Members of their respective census tracts The initial Board Membership will be twelve (12) census tract members, who will serve a two(2) year term and
twelve (12) census tract members who will serve a one (1) year term. The nine (9) Members at Large will serve one (1) year terms. Each year after that twelve census tract members will be elected for a two (2) year term and nine (9) Members at Large for a one year (1) term.

C.There shall be at least one representative from each of the following groups:
(aa) Renter (resident)
(bb) Business (Owner)
(cc) Employee (Local Business)
(dd) Community Organization
(ee) Education (Elementary, Middle and High Public or Private)
(ff) Income Property Owners
(gg) Environmental Groups
(hh) Loyola Marymount University
(ii) Religious
(jj)Senior Citizen
(kk) Service clubs or Fraternal Organization
(ll) Youth Organizations.
(mm)Advisors to the Council's Board of Directors shall consist of four (4) non voting members appointed by their respective organizations as follows:
1) A representative of the L. A. Police Department Pacific Division
2) A representative of the L. A. Fire Department
3) A representative of the local district of the Los Angeles City Council
4) A representative of the Los Angeles World Airports

Section 2. OFFICERS

A. The Board shall elect the following officers by a majority vote:
1)Chairperson or President
2)Vice Chairperson or Vice President
3)Recording Secretary
4)Corresponding Secretary
5)Treasurer

B.These Officers will have the following duties:
(aa)The Chairperson or President shall have general supervision, direction and control of all business and activities of the Board, and shall also chair the General Membership Meetings.
(bb) The Vice-Chairperson or Vice-President shall perform the duties of the Chairperson or President at any time the Chairperson or President is unwilling or unable to perform those duties, as well as such other duties as are necessary or deemed appropriate by the Chairperson or President.
(cc)The Recording Secretary shall keep minutes of all Council Meetings and all meetings of the Board. The Recording Secretary is also responsible for disseminating the Minutes to the Members and the Public as set forth in these Bylaws under Notices.
(dd) The Corresponding Secretary shall conduct the Council's general correspondence and preserve the Council's records and documents. The Corresponding Secretary is responsible for the issuance of all Council and Board meeting Notices in accordance with the procedures set forth in these Bylaws.
(ee) The Treasurer shall be responsible for accounting for such funds as may become the responsibility of the Council or Board. The Treasurer shall also have the responsibility to be knowledgeable about city budgets and how city resources are allocated in order to assist the Council and the Board in understanding how their recommendations relate to city programs and activities. The Treasurer will also be chairman of the Finance Committee.

C.Special powers and responsibilities:
aa)The Chairperson or President shall be authorized to represent the Council or the Board for purposes of communicating with any governmental entity, the press, other organization or any other person. The Board may authorize any other member to represent the Council or Board on any subject matter.

D.Committees
(aa) The Chairperson or President shall appoint the Chairperson and themembers of all standing and ad hoc committees subject to the approval of the Board, with the exception of the chairperson for the Finance committee.
(bb)The standing committees shall be Membership, Records, Election, Outreach, Communications and Finance.

(i)The Finance committee shall be responsible for creating budgets for council activities, paying for
Council expenses and keeping books of accounts in accordance of Generally Accepted Accounting
Procedures (GAAP) and setting up bank accounts if appropriate.
(ii)The Communications committee shall be responsible for Notices as stipulated hereunder,
communicating the time, place, and agenda for upcoming meetings and all Council related activities and
events. They shall disseminate the minutes from previous meetings. Communication will take place over
several mediums, including, but not limited to, E-mail or mail, and posting in public buildings and
libraries and posting on the Council website, the D.O.N.E. website and a telephone hot line. Local
Newspapers will be notified.
(iii)The Election Committee shall prepare an application for prospective candidates who wish to run for the Board. They shall establish time lines for member/voter registration deadlines to enable Members to vote as well as deadlines to submit application to run for the Board, election dates and all other necessary deadlines and dates. They shall establish all voting procedures, devise all ballots and conduct all tabulations. All of the foregoing shall be implemented with the understood goal of establishing voting procedures that will insure proper inclusion and diversity. All procedures will be subject to Board approval.
(iiii)The Membership Committee will prepare a membership application form and verify prospective
members qualifications.
(iiiii) The Outreach Committee will reach out to the community in a manner that will insure diversity and
inclusion of all Stakeholders.

(cc) Membership on any committee is voluntary and is open to all members subject to the Board approval.

(dd) Each committee shall be required to report on its activities at each regular meeting of the Board of Directors and at each General Membership meeting.



END