Board of Directors Meeting 08/29/06 06:30 PM

Meeting Date: 08/29/06 06:30 PM

Meeting Type: Regular

Location: Hollywood Women’s Club
1749 North La Brea Ave.- Hollywood, CA 90046

Details: HOLLYWOOD HILLS WEST NEIGHBORHOOD COUNCIL
SPECIAL BYLAWS MEETING AGENDA
Tuesday, August 29
6:30PM

Hollywood Women’s Club
1749 North La Brea Ave.
Hollywood, CA 90046
Free parking in back of building; Disabled entrance at back door closest to parking area next to disabled parking spot.

The public is requested to fill out a “Speaker Card” to address the Board on any item of the agenda prior to the Board taking action on an item. Comments from the public on non-agenda and agenda items will be heard during the Public Comment Period and, within the discretion of the presiding officer of the Board, when the respective item is being considered. Comments from the public on other matters not appearing on the Agenda that is within the Board’s subject matter jurisdiction will be heard during the Public Comment period. Public comment is limited to 2 minutes per speaker unless waived by the presiding officer of the Board. Agenda is posted for public review: on bulletin boards at the top and bottom of Runyon Canyon Park, and electronically on the Hollywood Hills West Neighborhood Council website ww.hhwnc.org and on the Department Of Neighborhood Empowerment (www.lacityneighborhoods.com). As a covered entity under Title II of the Americans with Disabilities Act, the City of Los Angeles does not discriminate on the basis of disability and upon request, will provide reasonable accommodation to ensure equal access to its programs, services, and activities. Sign language interpreters, assistive listening devices, or other auxiliary aids and/or services may be provided upon request. To ensure availability of services, please make your request at least 3 business days (72 hours) prior to the meeting you wish to attend by contacting the Neighborhood Council Project Coordinator at (310) 732-4628 or e-mail to [email protected].

SPECIAL BYLAWS MEETING AGENDA:

1. Call to Order

2. Explanation of Procedure to Change Bylaws

3. Stakeholder Vote regarding the following the proposed bylaw amendments:

EXISTING LANGUAGE: ARTICLE II, Membership
Membership in the HHWNC shall be open to all Community Stakeholders. The term Stakeholders means anyone who lives, works, owns property, or is a member of a volunteer or religious organization within the recognized boundaries of the HHWNC, as described in Article IV of these bylaws.

PROPOSED LANGUAGE: ARTICLE II, Membership
Membership in the HHWNC shall be open to all Stakeholders. The term “Stakeholder” means anyone who is age 18 or older, and lives, works, owns property, or is a member of a volunteer or religious organization within the recognized boundaries of the HHWNC, as described in Article IV of these bylaws. Membership is conferred by formal membership in a volunteer or religious organization which owns property or occupies, as an operator or tenant, a facility at a location in this neighborhood council’s area which is used primarily for conducting its business or holding its meetings.

EXISTING LANGUAGE: ARTICLE IV, Meetings and Notifications
All meetings will have preset agendas, and those agendas will be planned to limit the length of each meeting to one and one-half (1.5) hours if possible.

PROPOSED LANGUAGE: ARTICLE IV, Meetings and Notifications
All meetings will have preset agendas.

EXISTING LANGUAGE: ARTICLE IV, Meetings and Notifications: Election Day
An Annual Election will be held in the month of October each year

PROPOSED LANGUAGE: ARTICLE IV, Meetings and Notifications: Election Day
An Annual Election will be held once each calendar year between September 1st and December 31st. The Board will set the election date or dates.

EXISTING LANGUAGE: ARTICLE VII, Neighborhood Council Board: Terms of Office
No Board Member may serve more than eight (8) consecutive years.

PROPOSED LANGUAGE: ARTICLE VII, Neighborhood Council Board: Terms of Office
No Board Member may serve more than eight (8) consecutive years. Regardless of the date(s) of any election, terms shall be officially calculated to begin at the next Board meeting after the election and any challenged period. This provision may result in any Officer’s term being shorter or longer than one (1) year, and any Board member’s term being shorter or longer than two (2) years.

EXISTING LANGUAGE: ARTICLE VII, Neighborhood Council Board: Election of Officers and Committee Chairs of the Board
The Election Committee slate of nominees shall be given to the Regular Stakeholders by mail at least thirty (30) days prior to Election Day.

PROPOSED LANGUAGE: ARTICLE VII, Neighborhood Council Board: Terms of Office: Election of Officers and Committee Chairs of the Board
The Election Committee slate of nominees shall be given to the registered Stakeholders at least thirty (30) days prior to Election Day by posting on the HHWNC website, email notification to registered Stakeholders and posted per the Ralph M. Brown Act.

EXISTING LANGUAGE: ARTICLE VII, Neighborhood Council Board: Removal
A Board member may be removed by the submission of a written petition which (1) identifies the Board member to be removed, (2) describes in detail the reason for removal, and (3) includes the signature of 100 stakeholders.

PROPOSED LANGUAGE: ARTICLE VII, Neighborhood Council Board: Removal
Board member may be removed by the submission of a written petition which (1) identifies the Board member to be removed, (2) describes in detail the reason for removal, and (3) includes the signatures of fifty (50) Stakeholders.

EXISTING LANGUAGE: ARTICLE VIII, Officers
The Treasurer shall
– Prepare the year-end financial report for the annual stakeholders meeting.

PROPOSED LANGUAGE: ARTICLE VIII, Officers
The Treasurer shall
– Prepare the year-end financial report for each fiscal year
EXISTING LANGUAGE: ARTICLE IX, Standing Committees
Each of the 9 Issue Committees will be open to all stakeholders regardless of area. No stakeholder shall be a member of more than two (2) issue committees

PROPOSED LANGUAGE: ARTICLE IX, Standing Committees
Each of the nine (9) Issue Committees will be open to all stakeholders regardless of area. A Stakeholder may be a member of each Issue Committee.

EXISTING LANGUAGE: ARTICLE X, Official Correspondence, Stakeholder Disclosure, and Financial Operations: Funding, Contracts, Checks
– No contracts shall be entered into on behalf of the HHWNC without the consent of the Board.
– All payments (checks, drafts) require a two-party signature.
– Any payment (check, draft) over the amount of $500 shall require the approval of the Board of Directors or the Executive Committee between quarterly meetings.

PROPOSED LANGUAGE: ARTICLE X, Official Correspondence, Stakeholder Disclosure, and Financial Operations: Funding, Contracts, Checks
a. No contracts in excess of $2,000 shall be entered into on behalf of the HHWNC without the consent of the Board.
b. All payments (checks, drafts) require a two-party signature.
c. Any payment (check, draft) over the amount of $2,000 shall require the approval of the Board of Directors or the Executive Committee between quarterly meetings.

EXISTING LANGUAGE: ARTICLE X, Official Correspondence, Stakeholder Disclosure, and Financial Operations: Financial Controls and Financial Reporting
The HHWNC will comply with all applicable local, state, and federal laws including any and all provisions of generally accepted accounting principles.

The HHWNC will deposit all funds and disburse all funds through its bank account(s). All monies received from the City of Los Angeles will be segregated in a separate bank account(s) until those monies have been spent on their stated purpose(s). All checks will require the signature of two (2) members of the Executive Committee. Funds received will be listed and restrictively endorsed “for deposit only” by the President prior to giving the funds to the Treasurer. Bank statements will be copied by the President prior to his/her giving the statement to the Treasurer. The Treasurer will prepare all checks and deposits. Each check and deposit will be given its proper accounting code utilizing the chart of accounts prepared for HHWNC by its accounting professional. All transactions will be recorded in the accounting journals timely. For each month, the Treasurer will reconcile the bank account(s) and provide the President with a copy of the bank reconciliation. The President will compare the bank reconciliation to copies of deposits and the bank statement. Any differences will be reviewed until the President is satisfied that all deposits are reflected on the bank statement and on the bank reconciliation.

Financial reports will be prepared for each Board meeting. Reports will consist of a balance sheet as of the end of the prior month and a statement of receipts and disbursements for the current period and the year to date. The balance sheet will segregate grants, encumbered and unencumbered funds. The statement of receipts and disbursements will show the changes in each grant, encumbered fund and the remaining unencumbered funds. HHWNC financial statements for each year ending May 31st shall be presented at the annual stakeholders meeting and shall be submitted to DONE by August 31st.

PROPOSED LANGUAGE: ARTICLE X, Official Correspondence, Stakeholder Disclosure, and Financial Operations: Financial Controls and Financial Reporting
The HHWNC will comply with all applicable local, state and federal laws including any and all provisions of (i) generally accepted accounting principles and (ii) DONE.

Financial reports will be prepared for each Board Meeting

EXISTING LANGUAGE: ARTICLE XII, Grievance Procedures
Any grievance by a Stakeholder must be submitted in writing to the Board of Directors. The Board of Directors shall then refer the matter to an ad hoc grievance panel comprised of ten (10) Stakeholders who are randomly selected by the Council Secretary from a list of Stakeholders who have previously expressed an interest in serving from time-to-time on such a grievance panel

PROPOSED LANGUAGE: ARTICLE XII, Grievance Procedures
Any grievance by a Stakeholder must be submitted in writing to the Board of Directors. The Board of Directors shall then refer the matter to an ad hoc grievance panel comprised of five (5) Stakeholders…

EXISTING LANGUAGE: ARTICLE XIII, Bylaw Review and Amendment
The by-laws may be amended, altered, or repealed by a two-thirds vote at the Annual Stakeholders Meeting or any special stakeholders meeting called with a thirty (30) day notice mailed to the stakeholders and posted per the Ralph M. Brown Act, provided that the exact wording of the proposed change(s) is included in the agenda of the required notice of the meeting.

PROPOSED LANGUAGE: ARTICLE XIII, Bylaw Review and Amendment
The bylaws may be amended, altered, or repealed by a two-thirds vote at any special stakeholders meeting called with a thirty (30) day notice emailed to the registered stakeholders and posted per the Ralph M. Brown Act, provided that the exact of the proposed change(s) is included in the agenda of the of the required notice of the meeting.

4. Adjournment

HOLLYWOOD HILLS WEST NEIGHBORHOOD COUNCIL
SPECIAL BYLAWS MEETING MINUTES
Tuesday, August 29, 6:30PM
Hollywood Women’s Club
1749 North La Brea Ave.- Hollywood, CA 90046

SPECIAL BYLAWS MEETING MINUTES:

1. Call to Order: 6:35 p.m. by HHWNC President Anastasia Mann.

2. President Mann explained to stakeholders the procedure the Board needed to follow in order to change the HHWNC bylaws.

3. Discussion took place regarding the Articles proposed to be amended. The stakeholders and Board then voted on the proposed bylaw amendments (see attached).

4. Motions:
(Bernstein/Ramsey) made a motion to approve all bylaw amendments except for Article 9.
The stakeholders and Board voted: 18-0-2. The motion carried.

(Lardeau/Lytton) then moved to approve Article 9 to increase the number of issue committees that stakeholders can join from two to nine.

(Luchs/Dheming) made a friendly amendment to their motion: “That stakeholders be permitted to serve on a maximum of (4) four Issue Committees.

The Board voted on the friendly amendment, itself: 2-13-3.
The friendly amendment motion did not carry.

The Board then voted on the original motion by Lardeau/Lytton: Vote: 14-2-3.
The motion carried.

(Mann/Luchs) voted to create a resolution to accept the bylaw amendment as submitted. The Board voted: 11-0-1. The motion carried.

Meeting adjourned: 7:05 p.m.

Minutes taken by Pat Kramer, Apple One

(Three pages of approved bylaws to follow)

Approved Bylaw Amendments:

PROPOSED LANGUAGE: ARTICLE II, Membership
Membership in the HHWNC shall be open to all Stakeholders. The term “Stakeholder” means anyone who is age 18 or older, and lives, works, owns property, or is a member of a volunteer or religious organization within the recognized boundaries of the HHWNC, as described in Article IV of these bylaws. Membership is conferred by formal membership in a volunteer or religious organization, which owns property or occupies, as an operator or tenant, a facility at a location in this neighborhood council’s area which is used primarily for conducting its business or holding its meetings.

PROPOSED LANGUAGE: ARTICLE IV, Meetings and Notifications
All meetings will have preset agendas.

EXISTING LANGUAGE: ARTICLE IV, Meetings and Notifications: Election Day
An Annual Election will be held in the month of October each year

EXISTING LANGUAGE: ARTICLE VII, Neighborhood Council Board: Terms of Office
No Board Member may serve more than eight (8) consecutive years.

EXISTING LANGUAGE: ARTICLE VII, Neighborhood Council Board: Removal
A Board member may be removed by the submission of a written petition, which (1) identifies the Board member to be removed, (2) describes in detail the reason for removal, and (3) includes the signature of 100 stakeholders.

PROPOSED LANGUAGE: ARTICLE VII, Neighborhood Council Board: Removal
Board member may be removed by the submission of a written petition, which (1) identifies the Board member to be removed, (2) describes in detail the reason for removal, and (3) includes the signatures of fifty (50) Stakeholders.

EXISTING LANGUAGE: ARTICLE VIII, Officers
The Treasurer shall
– Prepare the year-end financial report for the annual stakeholders meeting.

PROPOSED LANGUAGE: ARTICLE IX, Standing Committees
Each of the nine (9) Issue Committees will be open to all stakeholders regardless of area. A Stakeholder may be a member of each Issue Committee.

Financial reports will be prepared for each Board Meeting