Item No. 10.
TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM:OFFICE OF THE CITY MANAGER
BY:MARLON RAMIREZ, INTERIM ASSISTANT FINANCE DIRECTOR
DATE:FEBRUARY 10, 2026
SUBJECT:APPROVAL OF AMENDMENTS TO THE INDEPENDENT CITIZENS OVERSIGHT
COMMITTEE BYLAWS
EXECUTIVE SUMMARY
On January 14, 2026, the Independent Citizens Oversight Committee (ICOC) held its annual meeting and reviewed proposed amendments to its bylaws. The amendments primarily reflect the addition of Measure D to the Committee’s oversight responsibilities and revisions to the meeting frequency and timing. The Committee voted 4– 1 to approve the amendments, which require City Council approval pursuant to the bylaws.
RECOMMENDATION
That the City Council:
Adopt Resolution No.26-8336, approving amendments to the bylaws of the Independent Citizens Oversight Committee (ICOC).
BACKGROUND
On January 14, 2026, the Independent Citizens Oversight Committee held its annual meeting. One of the agenda items was the consideration of proposed amendments to the Committee’s bylaws to formalize decisions previously made by the Committee.
During its meetings in 2022, the Committee discussed and decided to change the meeting frequency from quarterly to one annual meeting due to the conclusion of the Measure S Neighborhood Capital Improvement Program and the reduced level of ongoing oversight activity. With Measure S funds now primarily supporting personnel and equipment, which are determined through the City’s annual budget cycle, the Committee determined that maintaining a single annual meeting continues to be appropriate. The Committee also determined that holding the annual meeting in January allows for the review of revenues and expenditures once they have been finalized and audited by a third-party auditor and agreed to continue this meeting schedule.
On April 8, 2025, the City Council adopted Resolution No. 25-8294, expanding the responsibilities of the Independent Citizens Oversight Committee to include Measure D. As a result, several sections of the bylaws require updates to accurately reflect the Committee’s expanded oversight role.
At the January 14, 2026 annual meeting, the Committee voted 4–1 to approve the proposed bylaws amendments.
ANALYSIS
Section 10 of the Independent Citizens Oversight Committee bylaws requires that amendments be approved by a majority vote of the Committee, subject to approval by the City Council.
The proposed amendments were approved by the Committee by a 4–1 vote at its January 14, 2026 annual meeting. City Council approval is therefore required for the amendments to formally take effect.
BOARD/COMMISSION/SUBCOMMITTEE ACTION
On January 14, 2026, the ICOC voted 4-1 to approve the amendments to the bylaws.
CITY COUNCIL PRIORITIES
Fiscal Responsibility
Public Engagement
FISCAL IMPACT
There is no fiscal impact.
Attachments
Resolution No. 26-8336 - Approve Amendments to the Bylaws of the Independent Citizens OversightCommittee.pdf Independent Citizens Oversight Committee - Amended Bylaws
Independent Citizens’ Oversight Committee BYLAWS
Adopted by the City of Downey City Council
on February 13, 2018
Amended January 14, 2026
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CITY OF DOWNEY
INDEPENDENT CITIZENS' OVERSIGHT COMMITTEE
BYLAWS
(Approved by the City Council on February 13, 2018)
SECTION 1. Committee Established
On November 8, 2016 (the "Election"), the City of Downey voters approved Measure S authorizing the levy of a half-cent sales and use tax (“Measure S”).
The election was conducted under the provision of Part 1.6 (commencing with Section 7251) and Section 7285.91 of Part 1.7 in Division 2 of the California Revenue and Taxation Code. Measure S is codified in Downey Municipal Code (Article VI, Chapter 1E) commencing with Section 6199.60. Pursuant to Section 6199.76 the City was obligated to establish an Independent Citizens’ Oversight Advisory Committee (“the Committee”) to provide an independent verification that all expenditures related to Measure S are being made for the general purposes set forth in Measure S.
Measure S included a requirement that an advisory committee be created to review on a quarterly basis, the City’s expenditure of revenues generated by Measure S. To that end, on June 28, 2016, the City Council adopted Resolution No. 16-7657creating the “Independent Citizens’ Oversight Committee” (“Committee”).
1.1 Measure D
a)Expansion of Oversight Authority
On November 5, 2024, the voters of the City of Downey approved Measure D, authorizing the levy of an additional one-quarter cent (0.25%) transactions and use tax (“Measure D”).
On April 8, 2025, the City Council adopted Resolution No. 25-8294, expanding the responsibilities of the Independent Citizens’ Oversight Committee to include oversight of Measure D.
SECTION 2. Purposes
The purposes of the Committee are set forth in Measure S, Measure D, and these Bylaws are specifically made subject to the applicable provisions of Measure S and Measure D, as to the duties and rights of the Committee. The Committee shall be subject to the Ralph M. Brown Public Meetings Act of the State of California (California Government Code Sections 54950) and shall conduct its meetings in accordance with the provisions thereof, including but not limited to only discussing items during a LEGEND
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City of Downey Independent Citizens’ Oversight Committee By Laws meeting properly agendized on the notice of any meeting. The City shall provide necessary administrative support to the Committee as shall be consistent with the Committee’s purposes, as set forth in Measure S and Measure D.
The proceeds of the Measure S and Measure D tax are hereinafter referred to as “Measure S Revenue” and “Measure D Revenue”. The Committee shall confine itself specifically to its obligation under Measure S and Measure D. All monies from other sources shall fall outside the scope of the Committee’s review.
SECTION 3. Committee Duties
To carry out its stated purposes, the Committee shall perform the duties set forth in Section 3.1 and 3.2.
3.1 Examine
a)Periodic Expenditure Reports
The Committee shall review appropriate expenditure reports produced by the City to ensure that Measure S and Measure D revenues were expended for the stated operational programs and Measure S and Measure D related capital improvement projects approved by the City Council.
b)Comprehensive Annual Comprehensive Financial Report (CACFR) Review the report of the independent auditor who shall review and audit expenditure of Measure S and Measure D funds to disclose how the revenue was utilized to ensure compliance with the expenditure plans.
3.2 Inform
a) Independent Verification of Revenue and Expenses
The Committee shall serve in an oversight capacity to meet on a quarterly annual basis and review revenues and expenditures and provide independent verification that all expenditures are being made per Measure S and Measure D stated programs.
b) Semi- Annual Council Oversight Committee Report and Council Review The semi-annual findings and report of the Committee shall be reviewed by the City Council at a publicly noticed meeting of the City Council and made available to the public.
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c)Communications to Public
The Committee shall inform the public concerning the City’s expenditures of Measure S and Measure D revenues. All official communication to either the City Council or the public shall come from the Chair acting on behalf of the Committee. The Chair shall only release information that reflects the majority the findings and opinion of the majority of the Committee.
3.3 City Council and City Manager Duties
Either the City Council or the City Manager shall have the following powers reserved, and the Committee shall have no jurisdiction over the following types of activities:
a)Approval of contracts
b)Selection of personnel
c)Appropriations of funds
d)All legal matters, and
e)Approval of plans, specifications, schedules and budgets
3.3 Limit to Measure S and Measure D Expenditures Only
In recognition of the fact that the Committee is charged with overseeing the expenditure of Measure S and Measure D proceeds, the City Council has not charged the Committee with responsibility for:
a)Projects and programs paid with non-Measure S and Measure D tax funds from the State of California or Federal Government, developer fees, redevelopment tax increment, non- Measure S and Measure D related certificates of participation, non-Measure S and Measure D lease/revenue bonds, sale of surplus property without bond proceeds ,the General Fund, Propositions A and C, Measure M , Water and Sewer funds, and grant funds shall not be within the authority of the Committee. b)The establishment of priorities and order of decisions related to expenditure of Measure S and Measure D funds shall be made by the City Council and the City Manager in their sole discretion.
c)The selection of professional services firms shall not be within the authority of the Committee.
d)The selection of independent auditor(s) and such other persons as necessary to support the activities of the Committee.
e)Approval of methods and timelines to implement the Measure S and Measure D programs and projects, design parameters and details of projects shall be made by the City Council and City Manager at their sole discretion
f)The approval of an annual budget for the Committee that is sufficient to carry out the activities set forth in Measure S and Measure D.
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SECTION 4. Authorized Activities
In order to perform the duties set forth in Section 3, the Committee may engage In the following authorized activities:
a)Receive and review copies of the City’s CACFR, the City Budget, periodic financial reports furnished to the Committee and the Measure S and Measure D Revenue annual independent financial audit.
b)Inspect City public records for which Measure S and Measure D revenue has been or will be expended, in accordance with any lawful access procedures.
SECTION 5. Membership
5.1 Number and Appointments
The Committee shall consist of five (5) members appointed by the City Council from each of the five (5) Council districts. The members shall be appointed by the City Council from voters of the City, none of whom shall hold any paid office or employment of the City government.
5.2 Ethics Conflict of Interest
Members of the Committee are not subject to the Political Reform Act (Gov. Code §§ 81000 et seq.), and are not required to complete Form 700; but each member shall comply with the Committee Ethics Policy attached as "Attachment A" to these Bylaws.
Members of the Committee shall not engage in any employment, activity, or enterprise for compensation which is inconsistent, incompatible, in conflict with, or inimical to duties as a member of the Committee or with the duties, functions, or responsibilities of the Committee or the City. A member of the Committee shall not perform any work, service, or counsel for compensation where any part of his or her efforts will be subject to approval by any other officer, employee, board, or commission of the City.
5.3 Term, Removal, Vacancy
Committee members shall serve for terms which shall commence with the commencement of the Council member from whose district the member was appointed and shall end upon the end of the term of the Council member from whose district the member was appointed or upon a vacancy in that council district. The members shall serve so long as they continue to be domiciled within the district from which they were appointed during their term, and until their respective successors are appointed and qualified. The Council shall have the authority to extend or shorten the terms of the incumbent members to implement the terms of this Section.
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The Council member from whose district the Committee member has been appointed, may remove his/her appointee for any reason, including failure to attend two consecutive Committee meetings without reasonable excuse or for failure to comply with the Committee Ethics Policy.
A vacancy occurring before the expiration of a term shall be filled by appointment for the remainder of the unexpired term.
5.4 Compensation
The Committee members shall not be compensated for their service.
5.5 Authority of Members
a)Individual members of the Committee retain the right to address the Council, either on behalf of the Committee or as an individual. b) The Committee and its members shall have the right to request and receive copies of reports and records relating to Measure S and Measure D which have been prepared for the City Council and which have become a public record.
SECTION 6. Meetings of the Committee
6.1 Regular Meetings.
The Committee shall meet quarterly annually at a date and time established by the Committee.
6.2 Location
All meetings shall be held within the boundaries of the City of Downey, located in Los Angeles County, California.
6.3 Procedures
a)All meetings shall be open to the public in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq. b). Meetings shall be conducted according to such additional procedural rules as the Committee may adopt. b)A majority of the number of Committee members shall constitute a quorum for the transaction of any business of the Committee.
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c)Minutes of the proceedings of the Committee and all documents received and reports issued shall be a matter of public record and be made available on the City’s official website.
d)The minutes of the meetings of the Committee shall be provided to the City Council and placed on the next available regular City Council meeting agenda for informational purposes.
SECTION 7. City Support
7.1 Technical and Administrative Assistance
The City shall provide to the Committee necessary technical and administrative assistance as follows:
a)Preparation of and posting of public notices as required by the Brown Act, ensuring that all notices to the public are provided in the same manner as notices regarding meetings of the City Council;
b)Provision of a meeting room, including any necessary audio/visual equipment;
c)Preparation, translation and copies of any documentary meeting materials, such as agendas and reports; and
d)Retention of all Committee records.
e)Preparing the minutes for each Committee meeting for the Committee’s approval and providing public access to such records on an Internet website maintained by the City.
7.2 City Staff / Consultants
City staff and/or City consultants shall attend Committee proceedings in order to report on the status of activities and projects and the expenditure of Measure S revenues SECTION 8. Reports.
In addition to the Annual Report required in Section 3.4, the Committee may report to the Council from time to time in order to advise the Council on the activities of the Committee. Such report shall be in writing and shall summarize the proceedings and activities conducted by the Committee.
At its first official meeting of the Committee, the Committee members shall organize by electing one of its members to serve as Chairperson and Vice Chairperson at the pleasure of the Committee.
The City Manager may designate a secretary to the Committee who need not be a member of the Committee, and who shall keep a record of its proceedings and transactions. The Commission may prescribe its own rules and regulations, which shall
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be consistent with the City’s Charter and shall be subject to the approval of the City Council. Copies of such rules shall be kept on file in the office of the City Clerk where they shall be available for public inspection.
SECTION 10. Amendment of Bylaws.
Any amendment to these Bylaws shall be approved by a majority vote of the Committee subject to the approval of the City Council.
SECTION 11. Expiration
The Committee shall automatically terminate and disband concurrently with the Committee's submission of the final Annual Report which reflects the final accounting of the expenditure of all Measure S and Measure D monies.
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INDEPENDENT CITIZENS' OVERSIGHT COMMITTEE
ETHICS POLICY STATEMENT
This Ethics Policy Statement provides general guidelines for Committee members in carrying out their responsibilities. Not all ethical issues that Committee members face are covered in this Statement. However, this Statement captures some of the critical areas that help define ethical and professional conduct for Committee members. The provisions of this Statement were developed from existing laws, rules, policies and procedures as well as from concepts that define generally accepted good business practices. Committee members are expected to strictly adhere to the provisions of this Ethics Policy.
POLICY
CONFLICT OF INTEREST. A Committee member shall not make or influence a City Council decision related to: (1) any activities or contracts funded by Measure S or Measure D proceeds, or (2) any programs, policies or projects which will benefit the Committee member's outside employment, business, or a personal finance or benefit an immediate family member, such as a spouse, child or parent.
OUTSIDE EMPLOYMENT. A Committee member shall not use his or her authority over a particular matter to negotiate future employment with any person or organization that relates to:
any contract funded by bond proceeds, or
any construction project.
A Committee member shall not make or influence a City Council decision related to any construction project involving the interest of a person with whom the member has an agreement concerning current or future employment, or remuneration of any kind. For a period of two (2) years after leaving the Committee, a former Committee member may not represent any person or organization for compensation in connection with any matter pending before the City Council that, as a Committee member, he or she participated in personally and substantially. Specifically, for a period of two (2) years after leaving the Committee, a former Committee member and the companies and businesses for which the member works shall be prohibited from contracting with the City with respect to proposals, applications or bids on projects, programs, activities or positions funded by the Measure S and Measure D.
COMMITMENT TO UPHOLD LAW. A Committee member shall uphold the federal and California Constitutions, the laws and regulations of the United States and the State of California and all other applicable government entities, and the policies, procedures, rules and regulations of the City of Downey.
COMMITMENT TO CITY. A Committee member shall place the interests of the City above any personal or business interest of the member.