Mid City West Community Council

MCWCC By-Laws

Approved by DONE

BY-LAWS OF THE

THE MID CITY WEST
COMMUNITY COUNCIL (MCWCC)


ARTICLE I - NAME, PURPOSE, DESCRIPTION

1. NAME. The name of this organization shall be the Mid City WEST
Community Council (MCWCC).

2. PURPOSE. To enable the Stakeholders of the MCWCC to be informed of,
and play an active role in, the governmental decision-making process affecting their
Community.

3. NO POLITICAL AFFILIATION OR PARTISAN POLITICAL ACTIVITY. The
MCWCC is not affiliated with any political cause, party or organization.

4. STATEMENT OF NON-DISCRIMINATION. The MCWCC shall not
discriminate against any individual or group on the basis of race, religion, color, creed,
national origin, cultural orientation, life style, gender, sexual orientation, age, disability,
marital status, income or political philosophy.

5. BOUNDARIES. The MCWCC boundaries are indicated on the attached map
and are generally described as:

Beginning at the southern boundary of West Hollywood where it intersects with
Romaine Street, running southerly along the eastern boundary of West Hollywood until
it meets the eastern boundary of Beverly Hills, continuing southerly along the eastern
boundary of Beverly Hills to Olympic Boulevard, then running easterly along Olympic
Boulevard to San Vicente Boulevard, then running easterly along San Vicente
Boulevard to Cochran Avenue, then running northerly along Cochran Avenue to
Olympic Boulevard, then running easterly along Olympic Boulevard to La Brea
Avenue, then running northerly along La Brea Avenue to the southern boundary of
West Hollywood, then running northwesterly along the southern boundary of West
Hollywood to the point of beginning, where the southern boundary of West Hollywood
intersects with Romaine Street.

Where the boundary is referred to or designated by street name, the actual
boundary shall be considered to be the center of that street.


ARTICLE II - MEMBERSHIP and GENERAL ORGANIZATION

1. STAKEHOLDERS DEFINED. Everyone who lives, works, owns
property or otherwise identified her/himself as a Stakeholder within the boundaries of
the MCWCC based upon regular participation in, for example, an educational
institution, religious institution, community organization or non-profit organization
located or that conducts its regular activities within the MCWCC boundaries, is a
Stakeholder.

2. MEMBER CLASSIFICATION; RIGHTS. Neighborhood Council membership
is open to all Stakeholders. There shall be only one class of membership, which shall
consist of all the Stakeholders. All Stakeholders shall have equal voting and other
rights, except as otherwise provided herein.

3. STAKEHOLDER DUES. No dues shall be required of any Stakeholder.

4. NON-TRANSFERABILITY OF RIGHTS. Neither membership as a
Stakeholder nor any rights of membership as a Stakeholder may be transferred or
assigned.

5. GOVERNING BODY: BOARD OF DIRECTORS; GENERAL. The MCWCC
shall be governed by a Board of Directors.

6. COMPOSITION OF BOARD OF DIRECTORS . The Board of Directors, also
referred to herein as the Board, shall consist of 45 (Forty-five) members elected by the
Stakeholders at duly noticed annual public meeting.

This governing body shall reflect the diversity of its Stakeholders, to the
extent reasonably possible. Accordingly, no single Stakeholder group shall comprise a
majority of the Board, unless warranted by extenuating circumstances and approved by
DONE.

To encourage and foster broad participation and representation of this
Community, members of the Board shall represent at least the following 19 (Nineteen)
mandatory categories. Each category listed below is followed by the number of
required representatives in parentheses:

Homeowners (3);
Renters (5);
Residential Associations (7) (by zone, as described below);
Medium-to-Large Business (2);
Small Business (3);
Nonprofit Organizations (2);
Government (individuals knowledgeable in area of government
processes) (1);
Education (2);
Religious Community (2);
Civic Associations (1);
Media/Entertainment (1);
Arts (2);
Medical (1);
Minorities (2);
Seniors (1);
Youth (1);
Disabled (1);
Unions (1);
Members at Large(7).

7. RESIDENTIAL ASSOCIATION REPRESENTATIVES. There shall be a
Residential Association Representative representing each of the 7 (seven) geographic
zones designated on the map attached hereto as Exhibit “A”. Residential Association
Representatives shall be elected as follows:

Each established residential association that operates in whole or in part within
designated zone may nominate a candidate for election to represent that zone.
Each zone will hold a preliminary zone-wide election to elect the residential
association representative for that zone. Only Stakeholders within a zone may vote to
elect the representative for her or his zone.

No residential association representative may represent more than one zone
during her term of office.

All aspects of the nomination and election process shall be overseen by the
Board and an independent third party.

All other members of the Board shall be nominated and elected without
consideration to geographical affiliation within the Mid City West Neighborhood Council
boundaries.

All Board members shall be elected in accordance with these By-Laws, the
Brown Act and D.O.N.E. guidelines.

8. INITIAL POST-CERTIFICATION ELECTION OF BOARD OF DIRECTORS.
Within 30 (thirty) days after certification by D.O.N.E., the pre-certification Board shall
form a Nomination and Election Oversight Committee (“Election Committee”) consisting
of 9 (nine) members. Service on the Election Committee will be open to all
Stakeholders. All Committee actions will be subject to D.O.N.E. requirements.

In collaboration with D.O.N.E. and subject to its approval, the following process
shall be observed:

Within 30 (thirty) days of formation, the Election Committee shall prepare
information materials for and organize the nomination and election process.

An invitation for nominations, including but not limited to qualifications, a
description of the election process, deadlines for submission, contact information, etc.,
shall be publicized at least 60 (sixty) days prior to the election. Public notice shall
include, at a minimum, public postings, website postings, media and 35,000 bi-
lingual flyers to be distributed within the MCWCC area.

All Stakeholders are eligible to be nominated and to serve on the Board.

Public notice of the election will be similarly publicized at least 30 (thirty) days in
advance of the election. Notice shall include, at a minimum, public postings, website
postings, media and 35,000 bi-lingual flyers. The election shall be noticed and
conducted at a public meeting, in conformance with D.O.N.E. requirements.

Stakeholders attending the election shall register at the door. Provisions shall
be made to allow Stakeholders also to register in advance of the election. All
Stakeholders will be strongly encouraged to attend the election and to vote.

The election shall be conducted and completed during a four-hour period to take
place on one election night. Candidate statements and/or profiles will be
prepared and publicized to the Stakeholders in advance. All qualified candidates shall
have the additional opportunity to address the Stakeholders at the election meeting.

In the event that, prior to election night, no nominees have been ascertained
to represent a particular Stakeholder category, nominations from the floor will be
accepted.

Candidates receiving the most votes in each category shall be considered
elected. A procedure for resolving tie votes shall be created and implemented by the
Election Committee in collaboration with and with the approval of D.O.N.E.

Residential association representatives must be Stakeholders of the zone they
represent and shall be elected by Stakeholders of that zone.

This initial election of the Board of Directors shall be conducted and supervised
by an independent agency or organization approved by the Election Committee and
D.O.N.E.

Any conflict or disagreement that might arise with respect to this election
procedure, shall be subject to the final authority of and/or resolution by D.O.N.E.

9. EXECUTIVE COUNCIL (OFFICERS). By majority vote, at a duly noticed and
constituted public meeting, the Board will elect the following officers:

Chairperson
First Vice Chairperson
Second Vice Chairperson
Financial Officer
Secretary

These officers shall constitute the Executive Council. In addition to their duties
as officers as set forth in these By-Laws, the Executive Council shall have only those
powers delegated to it by the Board in furtherance of expediting the interests of the
MCWCC.

10. ADVISORY COUNCIL. The Board may appoint, by majority
vote, a non-voting Advisory Council. Members of the Advisory Council may include
individuals who are not Stakeholders in the MCWCC.


ARTICLE III- MEETINGS

1. BROWN ACT COMPLIANCE. All meetings required by the Brown Act to be
conducted openly shall be open to the public and shall comply with all other
provisions of the Brown Act pertaining to open meetings.

2. PUBLIC MEETINGS; PUBLIC COMMENT. All annual Stakeholders’
meetings and all Board meetings shall be open to the public. All public meetings shall
include the opportunity for public comment by any person in attendance. Public
comment shall be limited to three minutes per speaker. The total public comment
period shall not exceed thirty minutes. Notwithstanding the foregoing, these time limits
may be extended by majority vote of the Administrative Council.

3. NOTICE OF MEETINGS. Except as noted below, notice of the date, time,
place and proposed agenda for all meetings shall be communicated at least Five (5)
days prior to the meeting by a method or methods reasonably calculated to reach the
Stakeholders and the public, where applicable. Such methods shall include, at a
minimum: (1) publication in a local print publication of broad distribution in the area, (2)
posting on the Early Notification (ENS) System, and (3) posting at no less than Five (5)
public locations within the boundaries of the MCWCC.

Provided: (1) Annual Stakeholder meetings shall be publicized beginning at least
60 (Sixty) days in advance; (2) Emergency meetings shall be exempt from the Five-
day notice requirement, as discussed below under EMERGENCY MEETINGS, to the
extent not in conflict with the Brown Act.

4. LOCATION OF MEETINGS. Stakeholder and Board meetings shall take
place at a location within the boundaries of the MCWCC.

5. REGULAR MEETINGS. Regular meetings shall take place as follows:

1. There will be an annual meeting of Stakeholders;
2. Board of Directors will meet monthly;
3. The Executive Council will meet monthly;
4. The Advisory Council will meet at least quarterly.

6. SPECIAL MEETINGS. Special meetings may be called as follows:

1. By majority vote of the Board of Directors at a duly noticed meeting
where a quorum is present;
2. Upon the request of Fifty (50) Stakeholders, submitted to the Board
in writing stating the purpose of such meeting;
3. Upon request by a majority of the Advisory Council, submitted to the Board in writing stating the purpose of such meeting;
4. Upon request by Ten (10) members of the Board, submitted to the Chairperson in writing stating the purpose of the meeting;
5. Upon request by Two (2) members of the Executive Council, submitted to the Chairperson in writing stating the purpose of such meeting.

7. COMMITTEE MEETINGS. Committee members shall meet as needed at the
discretion of the committee chair at a time and place selected with a view to achieving
the largest attendance. Reasonable efforts will be made to give all committee members
at least Forty-eight (48) hours notice of meetings.

Committees shall be formed and administered as set forth in Article V
herein.

8. QUORUM. The presence of a quorum of individuals entitled to vote shall be
required to conduct official business at any meeting, except meetings of the Advisory
Council.

At meetings of the Board, a quorum shall consist of Twenty-Three (23) members,
which constitutes a simple majority of that Board, provided that, if, for whatever reason,
Board membership falls below Forty-five (45), a quorum shall consist of a simply
majority of the then-sitting Board members.

At meetings of the Executive Council, which consists of the elected officers of
the Board, a quorum shall consist of a simple majority of those officers.

9. EMERGENCY MEETINGS. In the event that the Chairperson, or if the
Chairperson is unavailable, one of the Vice Chairpersons determines that
Administrative Council action is required before the standard five-day notice for
meetings can be given, a meeting may be conducted in person, telephonically, by other
electronic means or by any combination thereof, to the extent not in violation of the
Brown Act. A reasonable attempt to notify all Council members shall be made as early
as possible in advance of such a meeting. The same policy shall apply to emergency
meetings of the Executive Council.

10. AGENDA. Stakeholders may request the inclusion of an item to the
agenda of any regularly scheduled public meeting by submitting the matter in writing,
delivered by U.S. mail, hand delivery, facsimile or e-mail to the Chairperson at least
Fifteen (15) days in advance of that meeting. If such a request is received Fourteen
(14) days or less in advance of the meeting, the Chairperson may instead consider the
matter for addition to the agenda of the next regularly scheduled meeting of that body.
11. ROBERT’S RULES OF ORDER. All Executive and Administrative Council
meetings shall be governed by Robert’s Rules of Order, unless otherwise provided in
these By-Laws, and to the extent not in conflict with the Brown Act.


ARTICLE IV-VOTING

1. VOTING RIGHTS. Each Stakeholder, Board member or Executive Council member shall be entitled to one vote, except as otherwise specifically provided in these By-Laws.

2. PROXY VOTING. Proxy voting will not be allowed.

3. SIMPLE MAJORITY APPROVAL. A simple majority vote of a quorum of the Board is required for any official action on any item properly before the Council.

4. RECONSIDERATION OF PRIOR ACTION; REVERSAL OF ACTION. An official action of the Board may be reconsidered one time only upon the request of a member or group of its members, as follows:

Reconsideration may take place immediately following the original action or at the next regular meeting. A Board member, at either of these two meetings, shall make a motion to reconsider. If approved by majority vote, the Council may immediately rehear the matter and take an action. Alternatively, the motion to reconsider an action may be scheduled to be heard at the meeting following the original action. In this case, two items shall be placed on the agenda for that meeting: (1) a motion for reconsideration and (2) a proposed action, should the motion to reconsider be approved.

A motion for reconsideration may be made only by a Board member who previously voted on the side of the action that originally prevailed.

If a motion for reconsideration is not made on the date the action was originally taken, then a Board member who had originally voted on the prevailing side must submit a memorandum to the Secretary identifying the matter to be reconsidered and briefly describing the reason(s) for requesting that reconsideration take place at the next regular meeting.


ARTICLE V - ELECTIONS/OFFICERS/ADMINISTRATION

1. BOARD OF DIRECTORS. The Board of Directors is the governing body of the MCWCC. Stakeholders shall elect representatives to the Board at a duly noticed public meeting held annually. To further the goal of representing the diverse nature of the Mid City West Neighborhood Council area, Board members shall be elected based upon the categories set forth in Article II above.

2. COMMITTEES. The Board of Directors, Executive Committee or Chairperson, at her discretion, may create committees to facilitate the goals and objectives of this Neighborhood Council. The committees shall consist of Board members. All Board members shall serve on at least one committee

There shall be the following mandatory committees: Political/Government Liaison, Funding/Grants, Communication/Outreach, Membership, Mediation, Planning and Land Use, Architecture/Design/Preservation, Grievance and Arts/Recreation.

Other committees may be formed from time to time to facilitate the administration of the MCWCC. These committees may be permanent or temporary in nature.

3. TERMS OF MEMBERSHIP ON BOARD OF DIRECTORS. Terms for membership on the Board of Directors will be two years. Terms will be staggered, with twenty-three Board members elected on even-numbered years and twenty-two Board members elected on odd-numbered years. Individuals may serve up to three consecutive terms on the Board.

4. CHAIRPERSON; SUCCESSION. The Chairperson shall preside over all meetings. In her or his absence, another officer shall preside, according to availability, in the following order of priority: First Vice Chairperson, Second Vice Chairperson, Financial Officer and Secretary. Should the Chairperson be unavailable to perform her/his other duties, the same priority shall determine who shall perform in the Chairperson’s place and stead, subject to the same powers and restrictions as the Chairperson would be were she or he present and acting.

5. FINANCIAL OFFICER. The Financial Officer shall maintain all financial records of the MCWCC, present a financial status report at each regular meeting of the Board and comply with the reporting requirements established by the Department of Neighborhood Empowerment, including but not limited to making financial records available to the public and to the Department itself.

6. SECRETARY. The Secretary shall take and approve minutes of meetings, give required meeting notices, maintain all non-financial records of the MCWCC and otherwise comply with requirements established by the Department of Neighborhood Empowerment.

7. TERMS OF OFFICE; OFFICERS. Terms of office are one year. However, individuals may serve up to two consecutive terms in each specific office or position held, subject to any other provisions of these By-Laws.

8. ADVISORY COUNCIL. The Advisory Council serves at the pleasure of the Board of Directors, and Advisory Council members may serve indefinitely.

9. GRIEVANCE PROCEDURE. The following formal grievance process is intended to address and resolve procedural disputes, such as compliance with these By-Laws, State and Federal law, local ordinances, the Brown Act, the City Charter or the Plan for Neighborhood Councils. The grievance process shall not address a Stakeholder’s mere disagreement with a position or action taken by the Board.

Consistent with the foregoing, a Stakeholder with a grievance shall submit it in writing to the Board, which shall refer the matter to the Grievance Committee. The Grievance Committee will meet with the aggrieved Stakeholder to resolve the dispute or complaint. The Grievance Committee shall report to the Secretary in writing at least monthly as to the status of resolution efforts, including recommendations, and the matter shall be placed on the agenda for the next regular meeting. Pursuant to the Brown Act, the matter shall not be discussed by Board members until the matter is heard at the next regular meeting.

If a grievance cannot be resolved through this process within 70 (seventy) days of its written submission to the Board, the matter may be referred to the Department of Neighborhood Empowerment for resolution in accordance with the Plan for Neighborhood Councils.

10. REMOVAL FROM BOARD OF DIRECTORS. A member of the Board may be removed as follows:

A written petition must be submitted to the Board identifying the member to be removed and the reason or reasons for removal supported by substantiating facts. The petition must be signed by at least One Hundred (100) Stakeholders. The Secretary shall then place the matter on the agenda for discussion and vote at the next regular meeting of the Board. The member proposed for removal shall be provided with an opportunity to address the meeting prior to the vote. Upon a vote of “No Confidence” by Two-Thirds of the Board members, the member shall be removed forthwith. If less than Two-Thirds of the Board is present to vote on removal, the matter shall be placed on the agenda for the next regular meeting of the Board.

If, at the following meeting, less than Two-Thirds of the Board are present to vote, or if Two-Thirds of the Board are present, but less than Two-Thirds vote “No Confidence”, the member who has been proposed for removal shall be entitled to have the issue placed on the agenda of the next regular or special meeting of the Stakeholders, provided that such meeting shall take place within 180 days of the first Board meeting at which a vote was to have been taken. The member proposed for removal shall be provided an opportunity to address the meeting prior to the vote. Removal by the Stakeholders shall require a Two-Thirds majority vote at a meeting attended by no less than Three Hundred Fifty (350) Stakeholders.

Removal from membership on the Board shall not impair an individual’s other rights as a Stakeholder.

11. DUTY TO NOTIFY SECRETARY OF ABSENCES. Board members shall notify the Secretary at least Forty-eight (48) hours in advance of their anticipated absence at a scheduled meeting. Such notice shall be made by telephone, facsimile, e-mail or other method reasonably calculated to reach the Secretary at least Forty-eight (48) hours in advance of the meeting. If good and sufficient reason is given why such notice cannot be given, notice may be waived in the reasonable discretion of the Chairperson.

12. UNEXCUSED ABSENCES; REMOVAL. Notwithstanding the above, a Board member who fails to attend three consecutive regular meetings of that Board or four regular meetings of that Board within a twelve-month period may be removed by affirmative vote of the Board, unless excused from attendance in the reasonable discretion of the Chairperson.

13. VACANCY ON BOARD OF DIRECTORS. In the event of a vacancy on the Board, the Chairperson may either perform the functions of that position or appoint another Council member or Stakeholder to serve in that capacity until an interim election is held. Provided, however, that no person may hold more than one office at a time.

That interim election shall be held as early as the next regular meeting of the
Board of Directors, as long as one Stakeholder has communicated her or his
interest in filling the empty seat. Said election shall require a majority vote of the Board.

The elected individual shall fill this seat only until the next annual general
election by the Stakeholders. In no event shall a vacant seat be filled by interim
election where the annual general election of Board members by the Stakeholders is scheduled to be held 120 days or less from the date a Stakeholder has communicated interest in filling the vacancy.

14. COMPENSATION. Members of the Board of Directors and Advisory Council members shall serve without compensation.

15. EFFECT OF THESE BY-LAWS; APPROVAL BY D.O.N.E.; AMENDMENT. Amendments to these By-Laws may be proposed by any Stakeholder. Any such proposal shall be placed on the agenda of a regular or special meeting in accordance with these By-Laws.

A Notice of Proposed Adjustment of By-Laws shall be submitted to DONE along with a copy of the existing By-Laws for review and approval by the Department in accordance with Article V(3) of the Plan for Neighborhood Councils. Amendments shall be subject to approval by DONE pursuant to the Plan. Following DONE approval, all amendments to these By-Laws shall be subject to approval of two-thirds of the Stakeholders present at a duly noticed public meeting.

16. GOVERNING LAW. The Mid City WEST Community Council hereby acknowledges and agrees to abide by all applicable laws of the federal, State and local government. In the event of any conflict between these By-Laws and governmental regulations, the latter shall prevail.

17. FINANCIAL ACCOUNTABILITY. The Mid City WEST Community Council agrees to comply with all financial accountability requirements as specified by City Ordinance 174006, and the Plan for Neighborhood Councils, and also as stated in the City’s Certification Application. The MCWCC further agrees to comply with all reporting requirements as prescribed by the Department of Neighborhood Empowerment.

18. ETHICS. The Mid City WEST Community Council shall abide by all applicable provisions of the City of Los Angeles’ governmental ethics ordinance, as set forth in the Los Angeles Municipal Code Section 49.5.1, et seq.