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HomeMy WebLinkAboutEnergy Board - Bylaws - 2012March 1, 2012 1 BYLAWS OF THE ENERGY BOARD CITY OF FORT COLLINS, COLORADO ARTICLE I Introduction Section 1. The Energy Board (the “Board”) was created by the City Council’s adoption of Ordinance No. 098-2011. Section 2. These Bylaws have been adopted by the Board and supersede any bylaws or rules or procedures previously in effect for the Board. Section 3. These Bylaws are intended to assist the Board in carrying out its advisory obligations to the City Council. ARTICLE II Object and Functions Section 1. The Board shall perform those functions designated for the Board in City Code Section 2-233. Section 2. The Board shall perform such other functions as are required of it by the City Council. ARTICLE III Membership and Officers Section 1. The Board shall consist of nine (9) members appointed by City Council in accordance with the applicable City Code provisions. Section 2. The Board shall at its second regular meeting in each calendar year elect from its membership a chairperson and a vice-chairperson, or upon vacancy by resignation or expiration of term, each elected for a term of one year. There shall be no limitation on the number of terms the chairperson or vice-chairperson may serve. Section 3. Election of the chairperson and vice-chairperson shall be by simple majority of the members present. Section 4. The chairperson shall preside at all regular and special meetings of the Board, including executive sessions, and shall, subject to these Bylaws, decide all March 1, 2012 2 points of procedure unless otherwise directed by a majority of the Board members present and voting on the matter. Section 5. The vice-chairperson shall assume the duties and responsibilities of the chairperson in the event the chairperson is absent or for any reason is unable to preside over the meeting. Section 6. In the event that both the chairperson and the vice-chairperson are absent or unable for any reason to preside over a meeting, those members present shall, by a majority vote, select a member to preside over the meeting. Section 7. In the event that the chairperson does not serve out his/her entire term, the vice-chairperson shall serve until a new chairperson is elected or until the chairperson’s term is completed. In the event of the position of the vice-chairperson becoming vacant, a new vice-chairperson shall be elected to serve the remainder of the vice-chairperson’s term. Section 8. The Utilities Executive Director or his or her designee shall serve as the Energy Board Staff Liaison, and shall be primarily responsible for coordinating with the Board chairperson and vice-chairperson, as applicable, in connection with planning and preparing for Board meetings. Section 9. A Utilities staff person designated by the Utilities Executive Director shall serve as secretary to the Board. The secretary shall perform the following functions: (1) keep or cause to be kept all records of the Board; (2) transmit all appropriate records to the City Clerk in accordance with applicable City Code and policies; (3) prepare or have prepared all correspondence of the Board and the chairperson; (4) receive and file all matters referred to the Board; (5) send out and post all notices required by law and these Bylaws or as requested by the Board; (6) prepare or cause to be prepared an agenda for every regular or special meeting of the Board in consultation with the Energy Board Staff Liaison and Board chairperson; (7) retain the original papers acted upon by the Board; and (8) prepare attendance records and minutes of all meetings of the Board. Section 10. Utilities staff shall provide support to the Board at the direction of and as assigned by the Utilities Executive Director. ARTICLE IV Rules of Operation Section 1. The City of Fort Collins Charter (“Charter”) and Municipal Code (“Code”) as well as the Fort Collins Board and Commissions Manual (“Manual”), as revised, shall govern the operation of the Board. The Board shall adopt a set of Bylaws consistent with the Charter, the Code and the Manual. In the event of conflict among said March 1, 2012 3 governing documents they shall take precedence in the order listed above, provided that the Bylaws shall be the least in order of precedence. Section 2. Except as provided in the Code and Charter, or as otherwise provided in these Bylaws, sections 4 and 5 of the Rules of Procedure Governing the Conduct of City Council Meetings adopted by the City of Fort Collins City Council shall govern the parliamentary procedures of the Board. Section 3. Each member shall be responsible for identifying and taking appropriate action in connection with any conflict of interest that member may have in relation to his or her service on the Board. In accordance with applicable Charter or Code provisions, any member shall refrain from voting on or attempting to influence any decision in which he or she has a financial or personal conflict of interest (as defined in the Charter and Code), and shall file with the City Clerk’s office a written statement of disclosure (in the form provided by the City Clerk) as soon as the conflict is discovered. Section 4. A quorum shall consist of five (5) members present at a regular or special meeting of the Board. In the event that a quorum is not present at any Board meeting, those members present may adjourn the meeting to a later date and time. Section 5. Attendance at meetings of the Board shall be required, and members shall contact the Board chairperson (or, if the chairperson, shall contact the vice-chairperson) and the secretary of the Board in advance in writing (including by electronic message) of any meeting he or she will not be able to attend. Absences from regularly scheduled meetings may cause automatic termination of a Board member’s appointment, in accordance with adopted City Council policy. Pursuant to Council-adopted policy, three (3) consecutive absences without advance notification, or four (4) absences in a calendar year without advance notification, will result in automatic termination of a Board member’s appointment. Section 6. The Board may establish such standing or temporary committees as a majority of the Board determines to be appropriate, and the chairperson may appoint Board members volunteering to serve on each such committee no less frequently than annually, and shall appoint a temporary committee chairperson to serve in that capacity until such time as the committee elects a chairperson. The Board chairperson’s appointments hereunder are subject to contrary direction from the members of the Board by majority vote. Each committee shall at its first meeting elect its own chairperson, and shall be responsible for its assignments. Each committee shall report to the Board in writing in advance of or verbally at each regular meeting regarding its activities, information developed and recommendations to the Board. A quorum of any committee shall consist of a majority of those appointed to the committee. The Board may eliminate any committee at any time by majority vote. March 1, 2012 4 ARTICLE V Meetings Section 1. The Board shall meet monthly on a regular schedule adopted by the Board annually, except as otherwise approved by the Board from time-to-time. Section 2. Upon a determination that a quorum will not be available to attend a scheduled Board meeting, the Board secretary and Board chairperson will confer, and upon confirmation of the lack quorum, will notify the Board that the scheduled meeting has been cancelled. In the alternative, if the Board chairperson determines, after conferring with all reasonably available Board members, that there is a substitute date for which such a meeting may be rescheduled in order for a quorum to be available, the chairperson may reschedule the meeting accordingly, by providing notice to all Board members no less than forty-eight (48) hours in advance of the meeting. Section 3. Special meetings of the Board may be called at the discretion of the chairperson, or by the Board secretary upon the request of three (3) Board members. Notice of any such special meeting shall be delivered to each Board member, whether by regular mail, electronic message or personal delivery, or by direct verbal communication no less than forty-eight (48) hours in advance of the time set for such meeting. Public notice of any special meeting shall be provided as required by applicable law and policy. Formal action taken at a special meeting called in accordance with this Section shall be considered as though it were taken at a regular meeting provided; however, formal action may be taken only with respect to those matters referred to in the request for the special meeting. Section 4. The chairperson may from time to time call work session meetings for the purpose of receiving information, hearing presentations and discussing information provided; however, no formal action may be taken at a work session, and the Board may not develop policy positions or otherwise establish a Board position at a work session. Section 5. Any meeting, whether regular or special, of the Board or any committee of the Board, at which any formal action could occur or at which a quorum is in attendance, or is expected to be in attendance, shall be held only after full and timely notice to the public. The term meeting shall mean any gathering of a quorum or three (3) or more members, whichever is fewer, of the Board or any Board committee, at which any public business is discussed or at which any formal action may be taken but shall not mean any chance meeting or social gathering at which the discussion of public business is not the central purpose. Section 6. The order of business for each meeting shall be the order as it appears in the agenda prepared in advance for said meeting, except that the chairperson may rearrange the order of business unless otherwise directed by a majority vote of the members present at the meeting. March 1, 2012 5 Section 7. The secretary shall keep or cause to be kept minutes showing all substantive facts, each vote and such other details as the Board or the Chairperson may direct pertaining to each Board meeting. A member of a Board committee shall be responsible for keeping minutes of any committee meeting. Minutes of each meeting shall be approved by the Board or relevant committee at the next regular meeting of that body. Section 8. Executive sessions, which may only be called when a quorum is present, may occur upon the affirmative vote of two-thirds (2/3) of the members present. Executive sessions may be called only for the stated purpose of discussing personnel matters as described in the Code, potential conflicts of interest, property acquisition and sales by the City, or meeting with the City Attorney or other attorneys representing the City regarding legal issues. Except for attorney-client privileged discussions, the proceedings of any executive session shall be preserved by audio or video taping. No formal action shall be taken by the Board at such sessions. ARTICLE VI Public Participation Section 1. All meetings of the Board and of any committees of the Board shall be open to the public, and shall at or near the beginning of each meeting afford members of the public an opportunity to speak to any matter coming within the purview of the Board, regardless of whether such matter is scheduled for or has been previously scheduled for consideration at that particular meeting. Time limitations may be imposed by the chairperson on such public input as necessary to allow for the conduct of the business of the Board and agenda for the meeting in a timely and efficient manner. Section 2. The Board shall have the power to cause persons to be removed from a Board meeting or a Board committee meeting if any person fails to comply with the requirements of the chairperson in maintaining order during the meeting. ARTICLE VII Work Plans and Annual Reviews Section 1. The Board shall adopt an annual statement of goals and objectives in a Work Plan and evaluate its accomplishments of the previous year in an Annual Review report. These shall be filed with the City Clerk following the criteria and dates set forth in the Board and Commissions Manual. Section 2. The Board shall provide the Annual Review report of the Board’s activities corresponding to the Board’s work plan for the prior year as well as information about other items of business conducted by the board in the previous year, no later than January 31 st of each year, and shall provide other reports at such times as requested by Council or when deemed advisable by the Board. March 1, 2012 ARTICLE VII Changes and Amendments Section 1. These Bylaws may be amended by affirmative vote of two-thirds (2/3) of the Board members and may be subject to approval by the City Council. Section 2. Proposed amendments shall be presented for consideration at a regular Board meeting, and adopted at the next meeting. Section 3. Immediately after adoption, copies of these Bylaws shall be distributed according to the City’s requirement as outlined in the Responsibilities part of the Boards and Commissions Manual, including being filed with the City Clerk as part of the Board’s permanent record. APPROVED BY THE ENERGY BOARD this 1st day of March, 2O1 ATTEST: --\-d- Do- Harriet Davis, Secretary 6