By-Laws

BYLAWS

 OF THE   

INDEPENDENT CITIES FINANCE AUTHORITY

ARTICLE I

DEFINITIONS

The definitions of terms used in these Bylaws shall be the same as those contained in the Joint Powers Agreement Creating The Independent Cities Finance Authority, hereinafter called the Agreement, unless otherwise expressly provided.

ARTICLE II

OFFICES

The Authority’s principal office for the transaction of business is located at Post Office Box 1750, Palmdale, California 93590-1750 (41900 Bonita Drive, Palmdale, California 93551). The Board of Directors may change the location of the principal office from time to time. The Board may establish one or more subordinate offices at any place or places where the Authority is qualified to do business.

ARTICLE III

MEETINGS OF THE BOARD OF DIRECTORS

1. Regular Meetings

(a)       Time Held

The Board of Directors shall hold at least one meeting per year. The regular annual meeting of the Board of Directors (the “Annual Meeting’) should, if practicable, be scheduled at least one year prior to such meeting. Unless otherwise changed by a majority vote of the Board of Directors at a regular meeting, the Annual Meeting shall be held at 12:00 noon on the first Wednesday in June of each year. Should such day fall upon a legal holiday, the Annual Meeting of the Board shall be held on the next following business day.

Special meetings shall be held as called by the Board or President.

1. b) Business To Be Transacted

At each Annual Meeting of the Board, the Board shall review, modify if necessary, and adopt the annual or multi-year operating budget of the Authority and, in each alternating fiscal year, shall elect officers and, if an Executive Committee is established by the Board as provided in the Agreement, every second year shall elect Executive Committee members, as required by the Agreement and these Bylaws. If the budget is not adopted at the Annual Meeting, it shall be adopted at an adjourned regular meeting or special meeting called by the President or the Board. If Officers or Executive Committee Members are not elected at the annual meeting they shall be elected at an adjourned regular meeting or special meeting called by the President or the Board.

At any meeting, the Board may transact any other business within its powers, and receive reports of the operations and affairs of the Authority.

(c)       Notice

Written notice of each regular meeting of the Board shall be delivered to each director and/or alternate director at least seventy-two (72) hours in advance of the meeting. The notice shall specify:

(i) The place, date and hour of the meeting.

(ii) Those matters which are intended to be presented for action by the Board.

(iii) The general nature of any proposal for action by the Board concerning a change in the Agreement or these Bylaws, a change in the membership of the Authority, or any other matter substantially affecting the rights and obligations of the Members.

(iv) If officers or Executive Committee members are to be elected, the names of the persons nominated for such positions at the time the notice is sent.

2. Special Meetings

A special meeting of the Board of Directors may be called at any time by the President of the Board, or by a majority of the directors on the Board subject to the requirements for 24-hour written notice to the directors and/or alternate directors and to requesting representatives of the media provided in Section 54956 of the Government Code. The notice of a special meeting shall specify the time and place of the meeting and the business to be transacted. No other business shall be considered at the meeting. A member of the Board may waive notice as provided in Section 54956 of the Government Code. Notice of the calling of any special meeting shall be posted as provided in said Section.

3. Place Of Meeting

Each regular or special meeting of the Board of Directors shall be held at a place within the State of California designated by the Board at its preceding meeting, or if no such designation is made, as designated by the Executive Committee or the President of the Board.

4. Adjourned Meetings

The Board of Directors may adjourn any regular or special meeting to a time and place specified in the order of adjournment, whether or not a quorum has been established. If a quorum is not established, no business other than adjournment may be transacted.

A copy of the order for adjournment shall be posted as required by Section 54955 of the Government Code. No other notice of an adjourned meeting shall be necessary, unless the adjournment is for a period of thirty (30) days or more, in which case notice of the adjourned meeting shall be given in he same manner as notice of the original meeting.

5. Ralph M. Brown Act

Notwithstanding anything herein to the contrary, all meetings of the Board of Directors shall be held in strict compliance with the Ralph M. Brown Act (Government Code Section 54950 et seq.), as amended and then in effect.

6. Alternate Director

The alternate director or directors appointed by a Member as its alternate representatives on the Board of Directors may, in the absence of the director, attend, vote and participate in any meeting of the Board of Directors as the representative of the Member.

ARTICLE IV

THE EXECUTIVE COMMITTEE

1. Membership

If the Board of Directors of the Authority establishes an Executive Committee as provided in the Agreement, such Executive Committee shall consist of five (5) members of the Board of Directors of the Authority, one (1) of whom shall be the President and one (1) of whom shall be the Vice President of the Authority and the others of whom shall be appointed by the Board of Directors.

2. Terms Of Office

The terms of office of the members of the Executive Committee shall be for two (2) years.

3. Removal, Vacancies And Alternates

A vacancy in any position on the Executive Committee, because of death, resignation, removal, disqualification, or any other cause, shall be filled by election of the Board. Pending action by the Board, the remaining members of the Executive Committee may fill a vacancy on an interim basis, except in the case of a vacancy caused by removal, which may only be filled by the Board.

4. Alternate Director

The alternate director or directors appointed by a Member as its alternate representatives on the Board may, in the absence of the director of such Member who is a member of the Executive Committee, attend, vote and participate in any meeting of the Executive Committee in place of such director.

5. Meetings

The Executive Committee shall meet on the call of the President of the Board, at such times and places as are designated by that officer. The Executive Committee shall also meet on the call of a majority of its members, at such time and place as they may designate. Written notice of the time and place of an Executive Committee meeting, and of the business to be transacted, shall be delivered to each member of the Executive Committee and to requesting representatives of the media at least twenty-four (24) hours in advance as required by Section 54956 of the Government Code, and subject to the other provisions of that Section. No other business shall be considered at the meeting. A member of the Executive Committee may waive notice as provided in said Section 54956. Notice of the calling of the special meeting shall be posted as provided in said Section.

6. Quorum And Voting Requirements

A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. All actions of the Executive Committee shall require the affirmative votes of a majority of the members present at a meeting duly held at which a quorum is present.

7. Adjourned Meetings

The Executive Committee may adjourn any meeting to a time and place specified in the order for adjournment, whether or not a quorum has been established. If a quorum is not established, no business other than adjournment may be transacted.

A copy of the order for adjournment shall be posted as required by Section 54955 of the Government Code. No other notice of an adjourned meeting shall be necessary, unless the adjournment is for a period of twenty-four (24) hours or more, in which case notice of the adjourned meeting shall be delivered to the members who were not present at the time of adjournment.

8. Ralph M. Brown Act

Notwithstanding anything herein to the contrary, all meetings of the Executive Committee shall be noticed and held in strict compliance with the Ralph M. Brown Act (Government Code Section 54950 et seq.), as amended and then in effect.

ARTICLE V

OFFICERS

1. Duties Of The President

The President shall preside at and conduct all meetings of the Board and shall chair the Executive Committee.

2. Duties Of Vice President

In the absence of the President, the Vice President shall perform all duties assigned to the President by the Agreement and these Bylaws or by the Board.

3. Terms Of Office

The terms of office of the President and Vice President shall be for two (2) years.

4. Removal And Vacancies

The Board of Directors may remove an officer at any time. A vacancy in any office, because of death, resignation, removal, disqualification, or any other cause, shall be filled by election of the Board.

ARTICLE VI

COMMITTEES

1. Establishment Of Committees

The Board of Directors or, if an Executive Committee is established by the Board of Directors as provided in the Agreement, the Executive Committee may appoint any additional committees and determine the committees’ structure, charge, size and membership. Committees may be established to consider any matter within the jurisdiction of the body establishing such committee. Each committee shall operate according to the policies adopted by the body establishing such committee and shall submit their reports and recommendations to the body establishing such committee. Committees shall meet on the call of their respective chairpersons, each of whom shall be a member of the Board of Directors and a member of such committee.

Each Committee shall meet on the call of its chairperson, at such times and places as are designated by the chairperson. Written notice of the time and place of a Committee meeting, and of the business to be transacted, shall be delivered to each member of the Committee and to requesting representatives of the media at least twenty-four (24) hours in advance as required by Section 54966 of the Government Code, and subject to the other provisions of that Section. No other business shall be considered at the meeting. A majority of the members of a Committee shall constitute a quorum for the transaction of business. All actions of the Committee shall require the affirmative votes of a majority of the members present at a meeting duly held at which a quorum is present. All Committee meetings shall be duly noticed and held in accordance with the requirements of the Ralph M. Brown Act (Government Code 54950 et seq.), as amended and then in effect.

ARTICLE VII

MISCELLANEOUS

1. Execution Of Contracts

The Board of Directors or the Executive Committee may authorize any officer, staff member, or agent of the Authority to execute any contract in the name of and on behalf of the Authority, and such authorization may be general or specific in nature. Unless so authorized, no officers, staff member or agent shall have any power to bind the Authority by contract.

2. Rules Of Procedure For Meetings

All meetings of the Board of Directors, Executive Committee, and other Committees or bodies of the Authority shall be conducted in accordance with Robert’s Rules Of Order, provided that in the event of a conflict, such rules shall be superseded by the Agreement, these bylaws, and California law.

ARTICLE VIII

FINANCES

1. Fiscal Year

The Fiscal Year of the Authority shall be from July 1 to June 30.

2. Budget

The Executive Director shall prepare and submit to the Board of Directors at its Annual Meeting, a general budget for the next Fiscal Year of the Authority. The proposed general budget shall include annual membership fees and assessment schedules, if any, and a summary of revenue and expenditures, actual or projected, for the preceding, current and next Fiscal Years. If any dues or other assessment of members is proposed, written notice shall be given to all Members of the Board at least forty-five (45) days prior to the Annual Meeting of the Board of Directors at which the general budget will be submitted. If no member dues or assessments are proposed in the general budget, it shall be placed on the agenda and noticed in the same manner as all other agenda items. The Executive Director shall manage all expenditures, subject to the control of the Board or, if established, the Executive Committee. The Board or, if established, the Executive Committee, shall have the power to transfer funds within the total detailed budget to meet unanticipated needs or changed circumstances. If the Executive Committee makes any such transfers, it shall be reported to the Board of Directors at its next succeeding meeting.

ARTICLE IX

COMPENSATION

 Members of the Board and alternate members of the Board who are elected officials (Council Members or members of a Board of Supervisors) are entitled to $150.00 per Board meeting or other meeting where attendance has been approved in advance by the Executive Director, not to exceed $1,500.00 in any fiscal year. The compensation for meetings to a Board Member shall not exceed $300.00 per month. Only one person from a member city can be paid for any given meeting. 

ARTICLE X

AMENDMENTS

These Bylaws may be amended at any time by a majority vote of the Board of Directors. Following adoption of amendments, the Executive Director shall prepare and distribute a revision of the Bylaws to all Members of the Authority.

ARTICLE XI

EFFECTIVE DATE

These Bylaws shall go into effect immediately upon adoption by majority vote of the Board of Directors.

ARTICLE XII

ASSOCIATE MEMBERSHIP

1. Any Public Agency may, with the approval of the Board of Directors, become an Associate Member of the Authority by delivery to the Authority of a duly executed Associate Membership Agreement substantially in the form attached hereto as Exhibit A and hereby made a part hereof.

2. An Associate Member shall be entitled to participate in all programs and other undertakings of the Authority, including, without limitation, any Home Mortgage Financing Program, any financing under the Nonprofit Financing Law (as defined in the Agreement), any undertaking to finance the acquisition, construction, installation and/or the equipping of public capital improvements, and any other financing program.

3. An Associate Member shall not be entitled to representation on the Board of Directors or to vote on any matter coming before the Board of Directors of the Authority.

4. Upon approval by the Board of Directors of a Public Agency as an Associate Member, the President, Vice President, the Executive Director or any other Officer or staff member duly authorized by the Board of Directors for such purpose shall execute and deliver the applicable Associate Membership Agreement to the Associate Member.