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HomeMy WebLinkAbout2020-09-17; Clean Energy Alliance JPA; ; Clean Energy Alliance By-LawsClean Energy Alliance JOINT POWERS AUTHORITY Staff Report DATE: September 17, 2020 TO: Clean Energy Alliance Board of Directors FROM: Greg Stepanicich, General Counsel ITEM 9: Clean Energy Alliance By-Laws RECOMMENDATION: Approve Clean Energy Alliance By-Laws. BACKGROUND AND DISCUSSION: Draft By-laws have been prepared for consideration by the Board. The purpose of these By-Laws is to establish procedural rules for the conduct of CEA business that are consistent with the provisions of the Clean Energy Alliance (CEA) Joint Powers Authority Agreement (JPA Agreement). The JPA Agreement has extensive procedural requirements set forth within it which reduces the need for lengthy By-Laws. The By-Laws prepared for Board consideration address the following: • Preparation of Board agendas and the process for adding items to a future agenda • Authorization to establish Board committees as provided in Section 5.9 of the JPA Agreement • Summary of the purpose of the Community Advisory Committee and references the Board adopted policy that establishes the operating rules for this committee • Description of the time and location of regular meetings and provides for adoption of a meeting calendar for each fiscal year • Establishes the July meeting as the Annual Meeting at which time the Chair and Vice-Chair and Treasurer and Secretary are selected as well as the members of future Board member committees when CEA expands in size • Reaffirms that all Board and committee meetings must comply with the Brown Act • Provides the process for amending the By-Laws We can any additional procedural or administrative matters that the Board desires. FISCAL IMPACT None ATTACHMENTS: Attachment A - Draft Clean Energy Alliance By-Laws Sept. 17, 2020 Item 119 Page 1 of 3 CLEAN ENERGY ALLIANCE BY-LAWS ARTICLE I FORMATION The Clean Energy Alliance ("CEA") was established on November 4, 2019 pursuant to the execution of the Clean Energy Alliance Joint Powers Agreement (the -Agreement") by the Cities of Carlsbad, Del Mar and Solana Beach. ARTICLE II PURPOSE BY-LAWS The purpose of these By-laws is to establish procedural rules for the conduct of CEA business that are consistent with the provisions of the Agreement. ARTICLE III BOARD OF DIRECTORS Section 1. Establishment of Board of Directors. The establishment of the Board of Directors, the appointment and removal of Directors, the responsibilities of the Board, and the voting requirements of the Board are addressed by Section 4 of the Agreement. Section 2. Board Agendas. The agendas for all Board meetings shall be prepared by the Chief Executive Officer in consultation with the Chair of the Board. Two or more members of the Board at a duly noticed Board meeting may direct the Chief Executive Officer to place a specified matter on the agenda for a subsequent regular or special meeting of the Board. ARTICLE IV COMMITTEES Section 1. Establishment of Committees. As provided by Section 5.9 of the Agreement, the Board may establish any advisory commissions, boards, and committees as the Board deems appropriate to assist the Board in carrying out its functions and implementing the CCA Program, related energy programs, and the provisions of the Agreement. Section 2. Community Advisory Committee. The Board has established a Community Advisory Committee (CAC) to advise it on those matters concerning the operation of its Community Choice Aggregation program as directed by the Board of Directors in an annual workplan for the CAC that is adopted by the Board The objectives of the CAC are to provide feedback to the Board, act as a liaison between the Board and the community and serve as a forum for community input on those matters assigned to the CAC in the annual workplan. The CAC shall not have any decision-making authority but will serve as an advisory body to the Board. The 1 composition of the CAC and the requirements governing its operation are set forth in a Board adopted policy. ARTICLE V MEETINGS Section 1. Regular Meetings. The regular meetings of the Board of Directors of CEA shall be held on the third Thursday of each month at the hour of 2 p.m. in the Council Chambers at the City Hall of each of the Parties to the Agreement on a rotating basis or as otherwise authorized by law. Prior to the commencement of each fiscal year, the Board shall adopt a calendar of meetings for such fiscal year showing the specific location of each meeting. Section 2. Special Meetings. Special meetings of the Board may be called at any time and may be held in any location within the jurisdiction of CEA as provided by the notice for the special meeting. Section 3. Annual Meeting. The Board shall hold an annual meeting in July of each year at which time it will appoint Board officers and Committee members. Section 4. Open Meeting Requirements. The meetings of the Board, the Community Advisory Committee and all other committees established by the Board shall be governed by the provisions of the Ralph M. Brown Act (Government Code Section 54950 et seq.). ARTICLE VI AMENDMENTS These By-Laws may be amended by a majority vote of the full membership of the Board but only after such amendment has been proposed at a regular meeting and acted upon at the next or later regular meeting of the Board for final adoption. The proposed amendment shall not be finally acted upon unless each member of the Board has received written notice of the amendment at least 10 days prior to the date of the meeting at which final action on the amendment is to be taken. The notice shall include the full text of the proposed amendment. 2 Certificate of Secretary I certify that I am the duly appointed and acting Secretary of the Clean Energy Alliance, created in accordance with the provisions of the Joint Exercise of Powers Act (Cal. Gov't. Code §§6500 et seq.); that these By-laws, consisting of a total of three (3) pages, consist the By-Laws of the Authority as adopted by the Board of Directors on September 17, 2020; and that these By-laws have not been amended or modified since that date. Executed on October 8, 2020, at Carlsbad, California 3-Wgz& eeei, Secretary 3