1 BYLAWS OF THE
NAPA COUNTY CLIMATE ACTION COMMITTEE
(as amended May
2 3
, 2023)
Preamble
Effective May 26, 2023, the Napa County Climate Action Committee bylaws were amended by sections
I
through
VII
I
to
provide for one alternate representative
for each acting committee member.
Bylaws
I.
THE NAPA COUNTY
CLIMATE ACTION COMMITTEE
A.
Name.
The official name of the C
ommittee
shall be the
Napa County
Climate Action Committee
, hereinafter referred to as the “
CAC
.”
B.
Purpose.
The CAC shall act as a community round table or forum for the sharing of information, providing public education, promoting events and grants relevant to climate change, developing a regional greenhouse gas inventory, and identifying mutually agreed upon
climate goals and action
items for consideration by the individual Member Agencies which are party to the
Climate Action Program Joint Powers Agreement (Agreement) .
C.
Composition.
Pursuant to the Agreement, the CAC shall be a standing
body consisting of 12
elected officials, with two (2) representatives from
each of the Member Agencies,
Napa County, American Canyon, Napa, St.
Helena, Calistoga, and Yountville
, which are appointed by the respective
Agencies on an annual basis
.
Each
jurisdiction
’s
Council or B
oard
shall also
appoint one alternate to serve in
a
members’
place
in the event
they
will be
absent during a committee meeting.
II.
OFFICERS.
The officers of the
CAC
shall be the Chair, Vice
-
Chair and Secretary,
chosen as follows:
A.
Time of Election of the Chair and Vice
-
Chair.
At the first organizational
meeting and thereafter at the
CAC
’s annual organizational meeting, the
ATTACHMENT 1
2 membership of the
CAC
shall elect the Ch
air and Vice
-
Chair from among
themselves.
B.
Term of the Chair and Vice
-
Chair.
The Chair and Vice
-
Chair shall serve
one calendar year or until their successors are elected and assume office. If the office of Chair becomes vacant during the term, the Vice -
Chair shall
become Chair. Vacancy in the office of Vice
-
Chair during the term shall be
filled by election to serve the remainder of the term.
C.
Duties of the Chair and Vice
-
Chair.
The Chair, or the Vice Chair in the
absence of the Chair, shall act as
the presiding officer of the
CAC
and in
that capacity shall preserve order and decorum, decide questions of order subject to being overruled by a two
-
thirds vote and perform such other
duties as are required by the
CAC
. The Chair shall have all the rights
and
duties enjoyed by any other member of the
CAC
, including the right to
make and second motions.
If both the Chair and Vice
-
Chair
are absent, but
the
A
lternate for the Chair is present, the
A
lternate shall serve as Chair. If
the
A
lternate for the Chair i
s also absent, but the
A
lternate for the Vice
-
Chair is present, that
A
lternate shall serve as Chair. If both
O
fficers and
their respective
A
lternates are absent, the Secretary shall call for the election of a temporary Chair by the
M
embers
,
or their
A
ltern
ates
,
who are serving
and present.
D.
Secretary.
The Director of the Planning, Building and Environmental Services
Department, shall serve ex officio as the Secretary of the CAC
.
E.
Authority to Bind the
CAC
.
No
M
ember
,
or
A
lternate
,
of the
CAC
shall
have any power or authority to bind the
CAC
by any contract, to pledge its
credit, or to render it liable for any purpose in any amount.
III.
MEETINGS
A.
Date of Regular Meetings.
All regular meetings of the
CAC
shall be
held
on
a
monthly
basis on
the fourth
Friday
of every month
,
as shown on a
calendar, which the
CAC
shall adopt at the first meeting of the
CAC
, of
each calendar year. Notwithstanding the foregoing, any regularly scheduled meeting of the
CAC
may be canceled by majority vot
e or, if there
is not a quorum, be adjourned by the Chair or Secretary in the manner set ATTACHMENT 1
3 forth in Section III(G) of these by
-
laws.
B.
Time of Regular Meetings.
Regular meetings shall commence at
9:
3 0 a
m
and continue until all agendized business is conclu
ded unless adjourned
earlier on motion of the
CAC
for any reason or by the Secretary for lack of a
quorum.
C.
Location of Regular Meetings.
Unless specially noticed otherwise, regular
meetings shall be held at
the Napa County Administration Building
,
Boa
rd
Chambers
,
1195 Third Street,
Third Floor
,
Napa, California.
D.
Emergency Meetings.
Emergency meetings shall be called in conformance
with Section 54956.5 of the California Government Code
E.
Special Meetings.
A special meeting may be called at any time by the
Chair
or upon the request of a majority of the members of the CAC
by
delivering written notice to each member and to each person or entity entitled by law to receive such notices in the manner required b y
Government Code Section 54956 at least 24 hours before the time of the meeting as specified in the notice. The call and notice shall specify the time and place of the special meeting and the business to be transacted or discussed and shall be posted at
least 24 hours prior to the special meeting
in a location that is freely accessible to members of the public. No other business shall be considered at such meetings by the
CAC
. Such written
notice may be dispensed with as to any
CAC
member who at or prio
r to the
time the meeting convenes files with the Secretary of the CAC
a written
waiver of notice. Such waiver may be given by telegram. Such written notice may also be dispensed with as to any member who is actually present at the time the meeting conve
nes.
F.
Agendas Involving Regular Meetings
. At least 72 hours before a regular
meeting, an agenda containing a brief general description of each item of business to be transacted or discussed shall be posted at a location freely accessible to members of
the public. All agendas shall include a time
period for public comment and shall specify the time and location of the regular meeting. No discussion shall occur, or action be taken, on any item not appearing on the posted agenda except as permitted by la w. Questions
or comments regarding items not included on the agenda shall be limited to ATTACHMENT 1
4 the scope permitted for “public comment”. Supplemental agendas involved in a regular meeting will be prepared and considered by the CAC
only under the following condit
ions:
1. Emergencies.
Upon a determination by the
CAC
that an emergency
situation exists, as defined in Section 54956.5 of the Government Code.
2. Need Arising after Posting.
Upon a determination by a two
-
thirds
vote of the
CAC
or, if less than two
-
thirds of the potential votes are
present, a unanimous vote of the
CAC
members present, that there is
a need to take immediate action and the need to take action came to the attentio
n of
CAC
or staff subsequent to the regular agenda being
posted.
3. Recently Continued Item.
The item was properly posted for a prior
meeting of the
CAC
occurring not more than five calendar days prior
to the date action is taken on the item, and at the
prior meeting the
item was continued to the meeting at which action is being taken.
G.
Adjourning Meetings.
The
CAC
may adjourn any meeting to a time and
place specified in the order of adjournment. Less than a quorum may so adjourn from time to time.
If all
CAC
M
embers
and Alternates
are absent
from any regular meeting or adjourned regular meeting the Secretary or Acting Secretary of the
CAC
may declare the meeting adjourned to the next
regular meeting of the
CAC
. A copy of the order or notice of adj
ournment
shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjou
rned regular meeting is a regular meeting for all
purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings.
H.
Meetings to be O
pen and Public
. All meetings of the
CAC
to take action
or to deliberate concerning
CAC
business and its conduct shall be open and
public. All persons shall be permitted to attend any such meetings except as otherwise provided or permitted by law.
ATTACHMENT 1
5 IV.
CO
NDUCT OF MEETINGS
A.
Order of Business.
The regular order of business of the
CAC
shall be:
1. Call to order.
2. Approval of the minutes of the previous meeting.
3. Public comment on unagendized items.
In the event total public
comment exceeds ten minutes, the Chair may
, in the Chair’s
discretion,
continue public comment on the unagendized items to
the end of the meeting.
4. Consideration and Action on Agenda Items.
5. Future Agenda Items
6 .
Adjourn
ment.
B.
Parliamentary Procedure.
Unless otherwise provided by these Bylaws, all
proceedings before the
CAC
shall be conducted in accordance with and
pursuant to the parliamentary procedure prescribed in the most current version of the
“American Institut
e of Parliamentarians Standard Code of
Parliamentary Procedure.”
C.
Recording of Meetings.
Any meeting of the
CAC
, other than a closed
session permitted under the Brown Act, may be recorded by any person, unless the
CAC
determines that such recording cou
ld constitute a
disruption of the proceedings.
D.
Presentations to the
CAC
.
Any person desiring to address the
CAC
shall,
when recognized by the Chair, give their name and/or address. The Chair may, in the interest of facilitating the business of the CAC
, set in advance of
the presentation of testimony reasonable time limits for oral presentations.
Persons may be req
uired to submit written testimony in lieu of oral
testimony if the Chair determines that a reasonable opportunity for oral presentations has been provided, and in such a case, the matter may be ATTACHMENT 1
6 continued to a later date to allow a reasonable time for such submittals to
occur.
E.
Recordation of
CAC
Actions.
All official actions or decisions by the
CAC
shall be documented and kept by the Secretary. The vote or votes of each member of the
CAC
on
every question shall be recorded.
A
ction minutes
will be
prepa
red for each meeting, as well as a brief summary of the meeting highlights. In addition
, electronic recordings will be made of each
meeting of the
CAC
w
henever possible and shall be available to the public
at the
CAC
offices.
F.
Future Agenda Items.
1. Any Member
or
A
lternate
may request that an item be placed
on a future agenda, subject to support by a majority of the
C
ommittee.
Alternatively, the Chair, or Vice Chair acting in their place, may place an item on a future agenda, unless overruled at the
next regular meeting by a majority of the committee.
2. When an item has been placed on a future agenda, there will be a presentation at the next regular meeting to identify the estimated staff time and/or resources required to satisfy the
request.
V.
VOTING AND QUORUM
A.
Roll Call Vote.
A roll call vote may be required in voting upon any motion of the
CAC
at the discretion of the Chair.
B.
Inaudible Votes.
Any
M
ember
,
or
A
lternate
,
present who does not vote in
an audible voice or ab
stains for a legally insufficient reason shall be
recorded as voting "aye".
C.
Quorum.
A quorum for the transaction of business shall exist only as long as a majority (7) of the 12
M
embers
, or their respective
A
lternates,
are
present.
D.
Number of Votes Required for Action.
No action or recommendation of
the
CAC
shall be valid and binding unless at least
seven (7)
affirmative
votes concur therein.
ATTACHMENT 1
7 E.
Continuance Where Insufficient Votes Present.
In any case where, due to
the absence of one
or more
m
embers, the number of affirmative votes
required by V.
(D.) cannot be obtained on a question before the
Committee, the Secretary
shall automatically cause the matter to be placed on the next agenda for further consideration and vote. No motion
shall be required to take such
action.
F
.
Voting Affected by Conflict of Interest.
As a general rule, no member
shall participate as a member in any discussion or voting if to do so would constitute a conflict of interest. However, if a quorum cannot be
achieved
or the required number of affirmative votes for action obtained because conflicts of interest exist that prevent members having such conflicts from discussing or voting on the matter, and the conflicts are such that the members with conflicts wil
l be unable to vote at a later date even if the
matter is continued, the matter shall not be continued and a sufficient number of members having conflicts of interest, selected by lot, shall be allowed to participate to provide enough votes for the
CAC
to
form a
quorum and take affirmative action.
1. A
final
vote on any matter before the
CAC
may be reconsidered
during the meeting at which the vote was taken provided all persons concerned with the matter are still present, and further provided the motion to
reconsider shall be made by a member voting with the
majority on the final vote.
2. If all persons concerned with a matter are not present, or if a M
ember so chooses, a motion to reconsider a final vote on any matter may be given not later than the
next regular meeting by a
member voting with the majority on the final vote, provided notice of intention to move such reconsideration shall have been given at the meeting on which the final vote was taken.
3. A motion for reconsideration shall have prece
dence over every
motion except a motion to adjourn.
ATTACHMENT 1
8 G.
ONE VOTE PER MEMBER.
Each Member shall have one vote on all
matters presented to the Committee for a vote.
VI.
ALTERNATE MEMBERS
A.
Member Alternates.
Each
jurisdiction
’s
Council or Board
may appoint one
(1) alternate who is a current
member of the
ir respective
city or town
council of American Canyon, Calistoga, Napa, St. Helena, or Yountville, or
a member of the Napa County Board of Supervisors
. Alternate
M
embers of
the CAC may sit, vote,
and otherwise fully participate as an alternate
M
ember in the absence of
the
appointed CAC
M
emb
er they are replacing.
Each
jurisdiction
shall present their alternate at the first meeting of the calendar year. If an Alternate Member ceases to represent the ir jurisdiction
during the calendar year, a new Alternate Member shall be appointed at the earliest meeting, thereafter.
VI
I
.
CHANGES TO BYLAWS
The provisions of these Bylaws may be altered, amended, or repealed at any time, within limitations imposed by
the Brown Act.
VI
II
.
SUBCOMMITTEES
A.
The CAC may authorize the establishment of
one or more
Ad Hoc or Standing
committee
s
to meet the needs of the CAC.
1. Ad hoc subcommittees may be appointed by the CAC as the need arises to accomplish specific tasks. The work of the Ad Hoc Committee shall be advisory to the CAC.
When creating an Ad Hoc
Committee, the CAC shall specify its purpose and term, and shall appoi
nt the number of committee members to serve on the Ad Hoc Committee. The number of members appointed to an
Ad Hoc
Committee
s
shall
be less than
the number of members required to
constitute a quorum of the full
CAC.
Upon
presentation of its report
to the
CAC on its findings,
each ad hoc subcommittee shall
cease to
exist. Ad Hoc Committees created pursuant to this rule shall not be subject to the Brown Act.
2. Standing Committees may be appointed by the CAC as the need arises. The work of a Standing Commit
tee shall be advisory to the
ATTACHMENT 1
9 CAC.
When creating a Standing
Committee, the CAC shall
amend
its bylaws to
specify
the purpose and the number of committee
members who will serve on the Standing Committee.
The number of
members appointed to a
Standing Commit
tee
shall be less than the
number of members required to constitute a quorum of the full CAC.
Standing Committee shall provide regular updates and reports to the CAC on the work they perform.
Standing Committees shall
conduct their business in a manner c
onsistent with the adopted CAC
bylaws.
Standing
Committees created pursuant to this rule shall be
subject to the Brown Act.
###
ATTACHMENT 1