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IID ECAC Bylaws (2023) ECAC Bylaws – Adopted March 21, 2023 Page 1 IMPERIAL IRRIGATION DISTRICT Energy Consumers Advisory Committee Bylaws ARTICLE 1. PURPOSE Section 1.01 The purpose for which the Energy Consumers' Advisory Committee is organized is to provide advice and recommendations to the Board of Directors of the Imperial Irrigation District (the Board) concerning certain issues to be addressed by the Board, regarding fiscal, strategic planning, and IID Board policy matters, to the extent such matters affect the Energy Department. ARTICLE 2. APPOINTMENTS Section 2.01 The Committee shall consist of twenty (20) members, all of whom shall have equal voting privileges. Ten (10) of these members shall reside in the Coachella Valley service area, and ten (10) of these members shall reside in the Imperial Valley Service area. The Coachella Valley service area is that portion of the IID electrical service area that is north of Salton City and outside of the water district boundaries of the IID. Section 2.02 Each Imperial Irrigation District Director shall nominate two members to the Committee from people residing within the Imperial Valley service area. Ten (10) members shall be nominated from the Coachella Valley as follows: six members are to be nominated by the city councils of La Quinta, Indio, and Coachella (two nominations each); one member to be jointly nominated by the city councils of Palm Desert and Rancho Mirage; and three members to be nominated by the County of Riverside Board of Supervisor District 4 (County). All members must reside within the IID’s electrical service area. All nominations are subject to confirmation by action of the IID Board of Directors. Section 2.03 One District representative shall be appointed by the Imperial Irrigation District's General Manager and shall serve as Coordinator to the Committee members. The General Manager, in an effort to ensure compatibility, will work closely with the Committee's Chairperson in appointing the Coordinator. The Coordinator shall serve at the will and pleasure of the Imperial Irrigation District's General Manager. Section 2.04 A four-year staggered term cycle shall be established such that one quarter of the Committee membership is replaced or reappointed each year. As such, the Committee shall be divided into four equal groups, with each group to serve a distinct staggered four-year term. Once the four-year staggered term cycle is established, the respective Director, City Council, or County Supervisor shall appoint or reappoint a qualified ECAC Bylaws – Adopted March 21, 2023 Page 2 person for a four-year term. In the event a member resigns or for some other reason is unable to complete his/her term of appointment, that seat will be filled for the remainder of the term by nomination of the respective Director, City Council, or County Supervisor responsible for filling that seat and appointment by the IID Board of Directors. In the event a Director, City Council, or County Supervisor chooses to nominate a person who has previously been removed from the Committee for cause, ratification of the appointment by a majority vote of the Committee is required. When a member of the Board leaves office, his/her successor may replace or reappoint Committee members appointed by their predecessor for the unexpired term of the Committee incumbent. Committee member replacements and reappointments will follow the appointment process identified in Section 2.02, above. Section 2.05 If any member fails to attend three (3) consecutive Committee regular meetings or five (5) meetings in any year during his or her term of office, his or her position may be declared vacant by a majority of the remaining members of the Committee making up a quorum at a regularly scheduled meeting of the Committee upon a duly noticed agenda item for removal. For purposes of this section, failure to attend non-regularly scheduled meetings shall not be counted. Further, by a vote of the majority of the remaining members, the Committee may recommend to the respective Director, Board of Directors, City Council, or County Supervisor the removal of a member for cause. ARTICLE 3. MEETINGS Section 3.01 Meetings of the Committee shall be held at either or both the Imperial Irrigation District's William R. Condit Auditorium at 1285 Broadway, EI Centro, California and in Imperial Irrigation District Board Room, 81-600 Avenue 58, La Quinta, California. Virtual/teleconferenced meetings may be held as consistent with the provisions of California law. Section 3.02. Each year at its regular meeting in December, the Committee shall select officers and reorganize itself as required by these Bylaws. In such case as a sitting officer is unable to carry out his duties, a replacement shall be elected by a majority vote of those present at the next regularly scheduled meeting with a quorum present. Section 3.03. Regular meetings shall be held on the third Monday of each month, at a time specified by the Committee, unless such day falls on a legal or district holiday, in which event the regular meeting for that month shall be held at the same hour and place on the following week provided a quorum will be present. ECAC Bylaws – Adopted March 21, 2023 Page 3 Section 3.04. Special meetings of the Committee may be called by the chairperson, or, in his or her absence, the vice-chairperson, or by a majority of the members of the Committee, consistent with state law. Special meetings may be held in the same manner as regular meetings Section 3.05. Notices of an agenda for each regular and special meetings of the Committee shall be electronically mailed to each member and advisor consistent with state law. Minutes of any preceding meeting will be included in the packet if available at the time of mailing. Copies of the agenda and minutes will be mailed to committee members who request a hard copy of the agenda. Section 3.06. All meetings shall be held in compliance with the requirements of the Ralph M. Brown Act (Chapter 9, Division 2, Title 5 of the Government Code) (the “Brown Act”), and shall be open to the public, unless otherwise authorized by law. Section 3.07. A quorum shall consist of a majority of the currently appointed and confirmed members of the Committee. In the absence of a quorum, a meeting of the Committee may be adjourned from time to time by vote of a majority of the members present, and no other business shall be transacted; however, the meeting may continue only for informational purposes. Section 3.08. Each member is entitled to one (1) vote on each matter submitted to the meeting. For all matters requiring a vote, voting shall be by roll call vote. The Coordinator shall call the roll and duly record the votes of each Committee member. There shall be no voting by mail or proxy voting. Section 3.09. Meetings of the Committee shall be presided over by the chairperson, or, in his or her absence, the vice-chairperson, or in the absence of both, by a chairperson chosen by a majority of the members present. Meetings shall be governed by the requirements set forth in the IID Board of Directors Governance Manual, Policy Number G-8, Rules of Order for Board, as may be amended from time to time, insofar as such Rules are not inconsistent with or in conflict with these Bylaws. Section 3.10 All full Committee meetings shall be open to the public and allow for public comment with a limitation of three (3) minutes per speaker. ARTICLE 4. OFFICERS Section 4.01. The officers of the Committee shall be a chairperson and a vice- chairperson. Section 4.02. The Committee shall elect the chairperson and vice-chairperson annually from its members. The chairperson and vice-chairperson shall ECAC Bylaws – Adopted March 21, 2023 Page 4 alternate each year between Imperial Valley and Coachella Valley. Elections shall be by a majority vote of those attending the annual meeting, a quorum being present. Officers may be removed from that position with cause, by a majority vote of the Committee, at any meeting in which a quorum is present. Section 4.03. The chairperson shall preside at all meetings of the Committee, and shall, as required, serve ex officio as a member of all standing subcommittees of the Committee. Section 4.04. In the absence of the chairperson, or in the event of his/her inability or refusal to act, the vice-chairperson shall perform all duties of the chairperson, and when so acting shall have all powers of and be subject to all restrictions on the chairperson. Section 4.05 A recording secretary appointed by the Imperial Irrigation District will be responsible for recording the proceedings of said meetings submitting said minutes to the Committee for approval. The recording secretary shall also be responsible for maintaining the originals of the Bylaws, as well as amendments or any other alterations, after approval by the Board of Directors and shall be maintained at the IID, together with the book of minutes of all meetings of the Committee. The minutes of the meetings shall include the time and place of the meetings whether it be a regular or special meeting and of the proceedings conducted at said meetings. Section 4.06 The Coordinator shall be responsible for the giving of all notices in accordance with the provisions of these Bylaws or as required by law and the coordination of distributing presentation documents. Section 4.07 The chairperson, with the advice of the Committee members, will coordinate the preparation of the agenda with the Coordinator so that appropriate notice can be given to the Committee, support staff, and as required by law. All agenda items must be approved by the IID Energy Manager or General Manager. ARTICLE 5. MISCELLANEOUS PROVISIONS Section 5.01. Committees. The Committee, from time to time, may designate two or more of its members to investigate and report on such matters as the Committee deem appropriate. Committee appointees shall constitute either ad hoc subcommittees (appointed to investigate and report on a specific, non-recurring matter) or standing subcommittees (appointed with continuing responsibilities on specific, recurring matters). All standing committees shall comply with the Brown Act. Without prior authorization by the Committee, no subcommittee action will be presented to the Board unless approved by a vote of the Committee ECAC Bylaws – Adopted March 21, 2023 Page 5 itself. Section 5.02. Budget and Strategic Planning Subcommittee. Without limitation, one of the standing subcommittees to be appointed by the Committee shall be the Budget and Strategic Planning Subcommittee. This Subcommittee shall consist of five members, two each from Imperial and Coachella valleys and the Committee chairperson, who shall work with the IID Board, annually, in reviewing the Energy Department budget and related strategic planning. This Subcommittee shall submit its recommendations to the full Committee and if no further review is necessary, the full Committee will submit its recommendation directly to the IID Board. Section 5.03. Presentation Format. Items submitted to the Committee shall be in executive summary format which includes: (1) a clear statement of the problem or definition of the work, (2) all alternatives for completing the work or solving the problem, (3) a cost-benefit analysis for each alternative, and (4) staff's recommendation, which shall include all reasoning and assumptions. Section 5.04 Committee Analysis. Issues to be brought to the Committee shall include: (1) budget and budget amendment issues, (2) strategic planning issues, (3) policy issues to the extent they affect the Energy Department, (4) Energy rate structure issues and (5) any other matters deemed by the IID Board of Directors to be critical to the organization and its customers. Section 5.05. Fiscal Year. For purposes of these Bylaws, the business of the Committee shall be conducted on a fiscal year basis commencing January 1 of each year. All terms of office shall be deemed to begin on January 1 and end on December 31. Section 5.06. Compensation or Expense Reimbursement. Members shall receive no compensation, salary, or other stipend for their service as members. Expenses incurred by members, if any, in connection with their service, shall not be reimbursed unless pre-approved by the IID and in accordance with IID policy. Expenses may include mileage reimbursement to and from Committee meetings and/or tours (reimbursed at the maximum allowed by the Internal Revenue Service at the time of travel) or expenses incurred while attending energy conferences. Section 5.07 Committee Minutes and Communications. Copies of all minutes of the Committee meetings will be forwarded, upon preparation, to all members of the Imperial Irrigation District Board. Any other communications with the Board of Directors by the Energy Consumers Advisory Board shall be in writing, approved by a majority of those ECAC Bylaws – Adopted March 21, 2023 Page 6 present at the Committee meeting at which the statement or report is prepared. Reports to the IID Board shall include a minority report at the request of any member voting in the minority. Section 5.08 Effective Date of Bylaws and Amendments. Bylaws shall become effective upon their adoption by the Imperial Irrigation District Board of Directors. Amendments may be recommended by the Committee, by a majority vote, for approval by the Imperial Irrigation District Board of Directors. Section 5.09 Construction. As used in these Bylaws the masculine gender includes feminine and neuter, singular number includes the plural, and the word "shall" is mandatory and the word "may" is permissive. Section 5.10 The Bylaws shall be reviewed at a minimum of every three years. Section 5.11 No actions expressing Committee opinions will be presented by the Committee unless approved by the IID Board of Directors. Any requests for information or requests for action by members of the Committee shall be made to the Chairperson, who shall use his or her discretion to communicate the request to staff or put the matter on the agenda for a Committee recommendation. Section 5.12 Governance. To the extent any provision in these Bylaws contradicts or is otherwise at odds with the IID Board of Directors Governance Manual, the provision(s) of the IID Board of Directors Governance Manual then in effect shall be the controlling document. To the extent any provision in these Bylaws contradicts or is otherwise at odds with the Brown Act, the provision(s) of the Brown Act then in effect shall control. Adopted: March 21, 2023.