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«PACIFIC PALISADES COMMUNITY COUNCIL BYLAWS (Revised June 23, 2016) ARTICLE I NAME NAME: The name of this organization shall be the PACIFIC PALISADES ...»

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PACIFIC PALISADES COMMUNITY COUNCIL BYLAWS

(Revised June 23, 2016)

ARTICLE I

NAME

NAME: The name of this organization shall be the PACIFIC PALISADES

COMMUNITY COUNCIL, hereinafter known as “PPCC.”

ARTICLE II

MISSION AND POLICIES

Sec. 1. MISSION:

The mission of the PPCC is to protect and improve the quality of life in the Pacific

Palisades, also known as the “Community.”

The PPCC:

A. Is a forum for the consideration of Community issues.

B. Is an advocate for the Pacific Palisades to government and private agencies upon issues where there is broad Community agreement as reflected by two-thirds of the Board members voting on any one of those issues at a PPCC Meeting.

C. Assists other organizations in Pacific Palisades which want help in accomplishing their objectives or projects, which the PPCC desires to support.

Sec. 2. POLICIES: The policies of the PPCC are:

A. To inform Community residents of forthcoming issues and projects.

B. Not to interfere with the internal affairs of any individual, group or organization.

C. Not to prohibit any individual or group or organization from speaking on any side of any issue at a PPCC meeting on which the individual or group or organization wants to be heard provided that the Chair may reasonably restrict the time and number of speakers on any side of an issue.

D. Not to participate, or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE III

DEFINITIONS

For the purposes of these Bylaws, the following words and phrases are defined, and shall be construed as hereinafter set out, unless it shall be apparent from the context

that they have a different meaning:

A. “BOARD” shall mean the Board of Governors.

B. “CHAIR” shall mean the presiding officer of the Board.

C. “ELECTED REPRESENTATIVE” – shall mean a person occupying the position of At-large or Area Representative.

D. “PACIFIC PALISADES” shall mean that area delineated on the map attached to

PACIFIC PALISADES COMMUNITY COUNCIL

BYLAWS June 23, 2016 Appendix B.

E. PPCC shall mean the Pacific Palisades Community Council.

F. “PPCC MEETING” shall mean a meeting of the Board.

G. “RESIDENT” shall mean a person whose Principal Residence is within Pacific Palisades.

H. “PRINCIPAL RESIDENCE” shall mean (1) voter registration address; (2) automobile registration home address, (3) the address where one normally returns after work, or (4) the place where one has spent the major portion of time within the prior twelve (12) months.

ARTICLE IV MEMBERSHIP The PPCC is composed of (1.) members of the Board and (2.) individuals who own real property located in, reside in, or operate a business located in Pacific Palisades.

ARTICLE V

BOARD OF GOVERNORS

Sec. 1. ORGANIZATION.

A. The Board. There shall be 23 voting members of the Board consisting of the Chair Emeritus (immediate past Chair), Nine Elected Representatives, the four officers specified in Sec. 2 of this Article and a representative from each of the nine Organizations Eligible to Send Representatives as specified in Appendix A (“Organizational Representative”). If a past Chair is unable or unwilling to serve as Chair Emeritus, this position shall be filled by the most recent past Chair willing to serve. A first Alternate Elected or Organizational Representative shall serve as the voting member of the Board at any PPCC Meeting where his or her corresponding voting member is not present.

B. The Chair, with the advice and consent of the Board, shall appoint a Legal Advisor or Advisors who are qualified to practice law in the State of California, provided that if no attorney is willing to serve in that capacity, the Chair may appoint any qualified attorney who is a member of the Board to serve in that capacity. The Chair also shall appoint a Youth Advisor or Advisors and may appoint Special Advisors. Such Advisor or Advisors shall serve at the pleasure of the Chair, except that the Board may, by a motion approved by two-thirds of Board members voting, retain an Advisor not favored by the Chair to serve at the pleasure of the Board.

C. The Legal Advisor and any Special or Youth Advisors shall be nonvoting advisors of the Board, provided, however, that if any voting member of the Board is appointed as a Legal Advisor, that member shall retain the right to vote.

Sec. 2. OFFICERS. The officers of the PPCC and the Board shall consist of a Chair, a Vice-Chair, a Treasurer and a Secretary. These four officers shall be elected by the voting members of the Board as provided in Article VII herein.

PACIFIC PALISADES COMMUNITY COUNCILBYLAWS June 23, 2016

Sec. 3. EXECUTIVE COMMITTEE.

A. The Executive Committee shall consist of the officers of the Board, the Chair Emeritus, an Elected Representative and a member of an organization who is a voting member. The latter two shall be selected and appointed by a majority vote of the officers and the Chair Emeritus.





B. This Committee, by a majority of the entire Committee, shall act for the PPCC only on matters which require immediate PPCC action that cannot otherwise be completed in the usual course of PPCC business. The Chair shall report any actions taken by the Executive Committee to the Board at the next PPCC Meeting following the action taken by the Committee.

Sec. 4. PPCC COMMITTEES.

Except as provided in Sec. 3 above, all committees shall be appointed by the Chair.

There shall be a Nominating Committee, an Election Committee, a “Three Chairs” Committee and such other committees as the Chair may appoint. All appointed committees shall terminate at midnight on June 30.

Sec. 5. PUBLIC STATEMENTS.

A. Only an officer of the PPCC or other person designated by the Board or the Chair may make official statements on behalf of the PPCC or state a Board position on an issue which is not part of a public record. This limitation does not apply to Board authorized statements or to the conduct of routine communications consistent with the functions for which the individual has been appointed or elected.

B. Whenever a member of the Board desires to make an oral or written statement under conditions which do not meet the specifications of Paragraph A above and that member identifies his/her affiliation with the Board, that member shall inform those to

whom the statement is addressed that:

a. He or she is not officially representing the Board on the matter being addressed, and b. The Board has considered the matter and taken no position, or c. The Board has considered the matter and is still studying the matter, or d. The Board has never considered the matter.

C. No member of the Board shall misrepresent any position or policy approved by the Board, or if the Board has not approved a position or adopted a policy on an issue, misrepresent that the Board has taken a position.

D. No PPCC officer or the Board shall impose any restrictions upon the expression of personal opinions by any PPCC officer or Board member, nor shall any PPCC officer or the Board impose any sanctions upon any PPCC officer or Board member for expressing his or her own personal opinion, so long as such expression of personal opinion is in keeping with the provisions stated above.

Sec 6. LITIGATION. The Executive Committee shall not authorize the participation of PPCC in litigation as a plaintiff or petitioner, nor authorize the settlement of litigation

PACIFIC PALISADES COMMUNITY COUNCIL

BYLAWS June 23, 2016 brought against the PPCC. Any decision concerning the participation of PPCC in litigation or the settlement of litigation shall be made by the Board either at a regular PPCC Meeting or, if a decision must be made prior to the next regular PPCC Meeting, the Chair shall call a special PPCC Meeting.

ARTICLE VI

DUTIES OF OFFICERS

Sec. 1. CHAIR. The Chair shall be the principal executive officer of the PPCC and shall in general supervise and control all of the business and affairs of the PPCC. When present, the Chair shall preside at all PPCC Meetings. The Chair shall appoint all committees, temporary or permanent. The Chair shall see that all books, reports and certificates required by law are properly kept or filed. The Chair shall be one of the officers who may sign the checks or grants of the PPCC and who may approve payments from PPCC accounts. The Chair may sign, with the Secretary or any other proper officer of the PPCC authorized by the Board, any instruments that the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws or by statute to some other officer or agent of the PPCC. The Chair shall perform all duties incident to the office of Chair that can generally be attributed to this role, and such other duties as may be prescribed by the Board from time to time. The person elected as Chair may adopt the title: “PPCC President,” to enhance communications with elected and government officials, peer organizations and the press.

Sec. 2. VICE-CHAIR. In the absence of the Chair or in the event of the Chair’s inability or refusal to act in accordance with the Articles of Incorporation, Bylaws, or at the direction of the Board, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair.

The Vice Chair shall perform such other duties as from time to time may be assigned to the Vice Chair by the Chair or by the Board. The person elected as Vice Chair may adopt the title “PPCC Vice President,” if the person elected as Chair has adopted the title: “PPCC President.” Sec. 3. SECRETARY. The Secretary shall (a) keep the minutes of the PPCC Meetings in the appropriate books or files; (b) see that all notices are duly given in accordance with provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; (d) keep a record of the street address, post office address and email address, if any, of each Board member furnished to the Secretary by such member; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chair or by the Board. The Secretary may be one of the officers required to sign the checks and grants of the PPCC.

Sec. 4. TREASURER. The Treasurer shall have charge and custody of all monies and other valuable effects in the name of and to the credit of the PPCC. The Treasurer shall deposit all such monies in the name of the PPCC in such banks and depositories as may be designated by the Board, but shall not be personally liable for the safekeeping of any funds or securities so deposited pursuant to the order of the Board. The

PACIFIC PALISADES COMMUNITY COUNCILBYLAWS June 23, 2016

Treasurer shall be one of the officers who shall sign checks or grants of the PPCC. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign checks issued upon it. The Treasurer shall disburse the funds of the PPCC as may be ordered by the Board and shall render at each PPCC Meeting and at such other times as the Board may request, an account of the finances of the PPCC. The Treasurer shall provide, at the last PPCC Meeting in June, an income and expense statement for the previous 12 months and a balance sheet as of June 1. The Treasurer shall in general perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chair or by the Board.

Sec. 5. The Board shall adopt a standing rule for check signing and reporting policies.

Sec. 6. COMPENSATION. No Board member or officer shall for reason of his or her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or member of the Board from receiving any compensation from the PPCC for duties other than those performed as a Board member or officer.

ARTICLE VII

ELECTION OF OFFICERS

Sec. 1. NOMINATING COMMITTEE. No later than the first PPCC Meeting in April, the Chair shall appoint a Nominating Committee of at least three Board members, to nominate a Chair, Vice-Chair, Treasurer and Secretary, which shall meet at least once in person to select and approve a list of candidates. The Nominating Committee shall consist of at least one Elected Representative. No current officer shall be a member of the Nominating Committee.

Sec. 2. NOMINATIONS. The Nominating Committee shall present its list of candidates at the first regular PPCC Meeting in May of each year. Candidates for the office of Chair must be past or present Board members. Candidates for any office must satisfy the membership requirements set forth in Article IV. In addition to the candidates submitted by the Nominating Committee, any Board member may nominate candidates until 15 minutes prior to the scheduled close of the second regular PPCC Meeting in May.

Sec. 3. CANDIDATES FORUM. If there are any contested offices, a candidates’ forum shall be held during the first regular meeting in June.

Sec. 4. ELECTION. At the first regular PPCC Meeting in June of each year, after the candidates’ forum (if applicable), the Board shall elect officers who shall take office on July 1 of that year.

A. The voting shall be by written secret ballot. Election shall be by a majority of the Board members present. Blank ballots or abstentions shall be counted as “No” votes.

Two non-voting members of the Board appointed by the Chair shall count ballots. The Chair shall ask PPCC’s outside accountant to be present during the ballot counting.

The numerical vote shall be announced.

B. If there are more than two candidates for an office and no one candidate received a majority vote on the first ballot, a run-off election shall be held immediately between the

PACIFIC PALISADES COMMUNITY COUNCILBYLAWS June 23, 2016

two candidates receiving the highest number of votes.



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