By-Laws

BYLAWS

OF THE

INDEPENDENT CITIES FINANCE AUTHORITY

 ARTICLE I

 DEFINITIONS

The definitions of terms used in these Bylaws shall be the same as those contained in the Joint Powers Agreement Creating The Independent Cities Finance Authority, hereinafter called the Agreement, unless otherwise expressly provided.

The Authority’s principal office for the transaction of business is located at Post Office Box 6740, Lancaster, California 93539-6740.  The Board of Directors may change the location of the principal office from time to time.  The Board may establish one or more subordinate offices at any place or places where the Authority is qualified to do business.

ARTICLE III

 MEETINGS OF THE BOARD OF DIRECTORS

1.         Regular Meetings

(a)       Time Held

The Board of Directors shall hold at least one meeting per year.  The regular annual meeting of the Board of Directors (the “Annual Meeting’) should, if practicable, be scheduled at least one year prior to such meeting.  Unless otherwise changed by a majority vote of the Board of Directors at a regular meeting, the Annual Meeting shall be held at 12:00 noon on the first Wednesday in June of each year.  Should such day fall upon a legal holiday, the Annual Meeting of the Board shall be held on the next following business day.

Special meetings shall be held as called by the Board or President.

b)        Business To Be Transacted

At each Annual Meeting of the Board, the Board shall review, modify if necessary, and adopt the annual or multi-year operating budget of the Authority and, in each alternating fiscal year, shall elect officers and, if an Executive Committee is established by the Board as provided in the Agreement, every second year shall elect Executive Committee members, as required by the Agreement and these Bylaws.  If the budget is not adopted at the Annual Meeting, it shall be adopted at an adjourned regular meeting or special meeting call by the President or the Board.  If Officers or Executive Committee Members are not elected at the annual meeting they shall be elected at an adjourned regular meeting or special meeting called by the President or the Board.

At any meetings, the Board may transact any other business within its powers, and receive reports of the operations and affairs of the Authority.

(c)       Notice

Written notice of each regular meeting of the Board shall be delivered to each director and/or alternate director at least seven (7) days in advance of the meeting.  The notice shall specify:

(i)   The place, date and hour of the meeting.

(ii)     Those matters which are intended to be presented for action by the Board.

2.         Special Meetings

A special meeting of the Board of Directors may be called at any time by the President of the Board, or by a majority of the directors on the Board subject to the requirements for 24-hour written notice to the directors and/or alternate directors and to requesting representatives of the media provided in Section 54956 of the Government Code.  The notice of a special meeting shall specify the time and place of the meeting and the business to be transacted.  No other business hall be considered at the meeting.  A member of the Board may waive notice as provided in Section 54956 of the Government Code.  Notice of the calling of any special meeting shall be posted as provided in said Section.

3.         Place Of Meeting

Each regular or special meeting of the Board of Directors shall be held at a place within the State of California designated by the Board at its preceding meeting, or if no such designation is made, as designated by the Executive Committee or the President of the Board.

4.         Adjourned Meetings

The Board of Directors may adjourn any regular or special meeting to a time and place specified in the order of adjournment, whether or not a quorum has been established.  If a quorum is not established, no business other than adjournment may be transacted.

A copy of the order for adjournment shall be posted as required by Section 54955 of the Government Code.  No other notice of an adjourned meeting shall be necessary, unless the adjournment is for a period of thirty (30) days or more, in which case notice of the adjourned meeting shall be given in he same manner as notice of the original meeting.

5.         Ralph M. Brown Act

Notwithstanding anything herein to the contrary, all meetings of the Board of Directors shall be held in strict compliance with the Ralph M. Brown Act (Government Code Section 54950 et seq.), as amended and then in effect.

6.         Alternate Director

The alternate director or directors appointed by a Member as its alternate representatives on the Board of Directors may, in the absence of the director, attend, vote and participate in any meeting of the Board of Directors as the representative of the Member.

ARTICLE IV

THE EXECUTIVE COMMITTEE

1.         Membership

If the Board of Directors of the Authority establishes an Executive Committee as provided in the Agreement, such Executive Committee shall consist of five (5) members of the Board of Directors of the Authority, one (1) of whom shall be the President and one (1) of whom shall be the Vice President of the Authority and the others of whom shall be appointed by the Board of Directors.

2.         Terms Of Office

The terms of office of the members of the Executive Committee shall be for two (2) years.

3.         Removal, Vacancies And Alternates

A vacancy in any position on the Executive Committee, because of death, resignation, removal, disqualification, or any other cause, shall be filled by election of the Board.  Pending action by the Board, the remaining members of the Executive Committee may fill a vacancy on an interim basis, except in the case of a vacancy caused by removal, which may only be filled by the Board.

4.         Alternate Director

The alternate director or directors appointed by a Member as its alternate representatives on the Board may, in the absence of the director of such Member who is a member of the Executive Committee, attend, vote and participate in any meeting of the Executive Committee in place of such director.

5.         Meetings

The Executive Committee shall meet on the call of the President of the Board, at such times and places as are designated by that officer.  The Executive Committee shall also meet on the call of a majority of its members, at such time and place as they may designate.  Written notice of the time and place of an Executive Committee meeting, and of the business to be transacted, shall be delivered to each member of the Executive Committee and to requesting representatives of the media at least twenty-four (24) hours in advance as required by Section 54956 of the Government Code, and subject to the other provisions of that Section.  No other business shall be considered at the meeting.  A member of the Executive Committee may waive notice as provided in said Section 54956.  Notice of the calling of the special meeting shall be posted as provided in said Section.

6.         Quorum And Voting Requirements

A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.  All actions of the Executive Committee shall require the affirmative votes of a majority of the members present at a meeting duly held at which a quorum is present.

7.         Adjourned Meetings

The Executive Committee may adjourn any meeting to a time and place specified in the order for adjournment, whether or not a quorum has been established.  If a quorum is not established, no business other than adjournment may be transacted.

A copy of the order for adjournment shall be posted as required by Section 54955 of the Government Code.  No other notice of an adjourned meeting shall be necessary, unless the adjournment is for a period of twenty-four (24) hours or more, in which case notice of the adjourned meeting shall be delivered to the members who were not present at the time of adjournment.

8.         Ralph M. Brown Act

Notwithstanding anything herein to the contrary, all meetings of the Executive Committee shall be noticed and held in strict compliance with the Ralph M. Brown Act (Government Code Section 54950 et seq.), as amended and then in effect.

ARTICLE V

OFFICERS

1.         Duties Of The President

The President shall preside at and conduct all meetings of the Board and shall chair the Executive Committee.

2.         Duties Of Vice President

In the absence of the President, the Vice President shall perform all duties assigned to the President by the Agreement and these Bylaws or by the Board.

3.         Terms Of Office

The terms of office of the President and Vice President shall be for two (2) years.

4.         Removal And Vacancies

The Board of Directors may remove an officer at any time.  A vacancy in any office, because of death, resignation, removal, disqualification, or any other cause, shall be filled by election of the Board.

ARTICLE VI 

COMMITTEES

1.         Establishment Of Committees

The Board of Directors or, if an Executive Committee is established by the Board of Directors as provided in the Agreement, the Executive Committee may appoint any additional committees and determine the committees’ structure, charge, size and membership.  Committees may be established to consider any matter within the jurisdiction of the body establishing such committee.  Each committee shall operate according to the policies adopted by the body establishing such committee and shall submit their reports and recommendations to the body establishing such committee.  Committees shall meet on the call of their respective chairpersons, each of whom shall be a member of the Board of Directors and a member of such committee.

Each Committee shall meet on the call of its chairperson, at such times and places as are designated by the chairperson.  Written notice of the time and place of a Committee meeting, and of the business to be transacted, shall be delivered to each member of the Committee and to requesting representatives of the media at least twenty-four (24) hours in advance as required by Section 54966 of the Government Code, and subject to the other provisions of that Section.  No other business shall be considered at the meeting.  A majority of the members of a Committee shall constitute a quorum for the transaction of business.  All actions of the Committee shall require the affirmative votes of a majority of the members present at a meeting duly held at which a quorum is present.  All Committee meetings shall be duly noticed and held in accordance with the requirements of the Ralph M. Brown Act (Government Code 54950 et seq.), as amended and then in effect.

 ARTICLE VII

MISCELLANEOUS

1.         Execution Of Contracts

The Board of Directors or the Executive Committee may authorize any officer, staff member, or agent of the Authority to execute any contract in the name of and on behalf of the Authority, and such authorization may be general or specific in nature.  Unless so authorized, no officers, staff member or agent shall have any power to bind the Authority by contract.

2.         Rules Of Procedure For Meetings

All meetings of the Board of Directors, Executive Committee, and other Committees or bodies of the Authority shall be conducted in accordance with Robert’s Rules Of Order, provided that in the event of a conflict, such rules shall be superseded by the Agreement, these bylaws, and California law.

ARTICLE VIII

FINANCES

1.         Fiscal Year

The Fiscal Year of the Authority shall be from July 1 to June 30.