MARCH 1.3,20L9

ITEM E-1

ATTACHMENT E

Legend

NCSD ServiceAreå

Land Use Category

Å-qncullule

! cr***rc¡åì F.eiåitG0mrnerc¡ãl Seftice

Oñce Profess¡onêl

üpen Spåce

tublic Fâciiity

! Recreattonîî- Rurat Lands

! nesioen''iat h,lutt¡ FamiuResideniiãi RuËl

Reåldeniial Suhuù."3n

Resrdenrial 5¡ntle Fâîr¡U

TAND USE MAP

' 'l:'

t

I Parcels on NCSD Water (4,226+17 outside NcSD)

n Parcels with NCSD Reserved Water (80+9 outside NCSD)

I Parcets on Private welts (58)

I vacant Parcets {120)

NCSD Service Area

Legend

*l 'iì¡'-*lô

NCSD WATER CUSTOMER MAP

¡.1

n

Legend

NCSÛ Se.rvice Area

lOf 7 Water Usage {GP0}

r *:500. 501 - 10ü0* 1001 - 50tt

50ill - 1ûûfio

. 1t0û1 - 2t0ü8a 2t001 - 55üü0

NCSD 2OT 7 WATER USE MAP

NCSD WATER USE 2OO1 .2017

Totol Woler Sold by User Type 2001 -20173000.00

2500.00

' ' .:'fl2000.00

L

'rtoØooI

s00.00

OIher

Londscope lrrigolion

¡ Commerciol/lnstitutionol

Multi-fomily Residence

I Single Fomily Residencer000.00

s00.00

0.002001 2002 2003 2004 2005 2006 2007 2008 2009

Yeor

201 1 2012 2013 2014 2015 2016 20t7

Averoge Doily Demonds bosed on2017 Woler lnformolion

lond Use Colegory GPD (Bosed onWoler Soles)GPD (Bosed on

Produclion) T"lolol Acreoge T"lololGPD/Acre (Bosed

on Produclion) AFY/Acre

Agriculture 69,546

70,53.l

14,653

2,293

4,959

ó,3ó3

260,O09

217

173,462

I 14,503

338,387

492,tBO

1,547,104

1,733

77,854

78,957

16,403

2,567

à tÃÔ

7,123

29t,070

243

t94,r85

t28,t82

378,812

550,977

1,731 ,926

1,940

4.5%

4.6%

0.9%

0.1%

0.3%

0.4%

t6.B%

o.o%

11.2%

7.4%

21.9%

31.8%

'too%

t04

r0B

62

/3

l4

24

594

62

1t3

r,348

B89

540

3,?30

2.6%

¿./ /o

1.6%

t.9%

0A%

0.6%

t5.t%

1.6%

2.9%

34.3%

aa tq

13.7%

100%

Retoil

Service

733

265

?(

398

?oq

490

4

1,723

95

426

1,O20

0.82

0.30

0.04

0.45

0.33

0.55

0.00

ì.93

0.ì ì

0.48

1 .14

Use Cotegory

ond Professionol

Public Focility

Recreotion

Rurol Londs

ResidenTiol Mulfi-Fomily

ResidenÌiol Rurol

Residentiql Suburbon

Residentiol Single Fomily

lotol(GAt)

Totol(AFY)

2017 WATER USAGE BY TYPE AND ACREAGE

Mulli-Lqnd Use Cotegory

Recreotion

Residentiol Multi-Fomily

Residentiol Rurol

Residentiol Suburbon

Residentiol Single Fomily

Iotol(GPD)

Iotol(AFY)

Demqnd

17,256

674

114

10,424

4,987

ró,ó05

ì0,4t0

12,699

73,169

82

Acreoge

24

3

3

21

J

175

24

12

265

GPD/Acre

733

265

490

1,723

95

426

1,020

Lqnd Use Cotegory

ommerciol Reloil

ommerciql Service

ESTIMATED WATER USAGE FOR PARCELS WITH RESERVED CAPACITY

Demond

1,364

2,388

1,632

21,189

7 t1)

5,875

39,óó0

44

Acreoge

2

EJ

I

223

17

6

2s3

GPD/Acre

490

1,723

95

426

1,020

Residenliol Mulli-Fomily

Residentiol Single Fomily

Lqnd Use Colegory

Commerciol Retoil

Recreotion

Residentiol Rurol

Residenliql Suburbon

Iotol(GPD)

Iotol(AFY)

ESTIMATED WATER USAGE FOR PARCELS ON PR¡VATE WEttS

I,263

291

8,607

5,640

4,589

25,910

ó3,009

71

38

)J

I

5

çq

ll

25

174

1Ã

398

295

1 aaa

95

426

1,020

Residentiol Multi-Fomily

Public Focility

Office qnd Professionql

Demond

r0,91 5

4,472

1,321

Residentiol Rurol

Residentiol Suburbon

ResidenÌiol SingleFomily

Totol(GPD)

Totol (AFY)

Lqnd Use Colegory

Commerciol Reloil

Commerciol Service

Multi-Lond UseColegory

Acreoge

t5

17

GPD/Acre

733

265

ESTIMATED WATER USAGE FOR VACANT PARCELS

2o+ /Ñcso Customer Usoge

Pqrcels with Reserved NCSD Copocity

Porcels on Privote Wells

Vocont Porcels within NCSD Service Areo

Iotol(AFY)

Notes: Totol production for colendor yeor 2004 with 2,900 AF

Descriplion

2,137

71

44

82

t,940

Currenl Demond (bosed on2Q17produclion volues)

2,?10

123

67

t0ó

3,20s

Highest Demqnd (bosed on2004 produclion volues)

WATER PROJECTION SUMMARY

TO:

FROM

BOARD OF DIRECTORS

WHITNEY MCDONALDDISTRICT COUNSEL

AGENDA ITEM

E'2MARCH 13,2019REVIEWED: MARIO IGLESIAS

GENERAL MANAGER $KDATE MARCH 8,2019

APPROVE REVISED BOARD BY.LAWS AND POLICIES AND DISCUSSBOARD COMPENSAT¡ON PROVISIONS

ITEM

Approve Revised Board By-Laws and Policies and Discuss Board Compensation Provisions

¡necoruvEND REVTEW AND ADOPT RESOLUTTON APPROVING BOARD BY-LAWS ANDÞoucIgs, AND DISCUSS AND PRoVIDE DIRECTION TO STAFF REGARDING BOARDcoMPENSATION PROVISI ONSI

BACKGROUND

Pursuantto Section 17 of the Board By-Laws, the Board By-Laws and Policyshall be reviewedannually at the first regular meeting in February. The review shall be provided by District Counseland ratified by Board action.

Your Board reviewed the Board By-Laws and Policies at the February 13,2019, Regular Meeting

anddirectedstaff tomakeafeweditson page2,Section2.8. AttheFebruary2T,20l9RegularMeeting, your Board reviewed the edited By-Laws and directed additional revisions to be made'

A newly ievised version of the Board By-Laws and Policies is attached for your review andapprovål based on the discussion held on February 27,2019, and on additionaldirection provided

by the Board Officers.

During the discussion held on February 27, 2019, questions were also raised regarding theDirector compensation provisions contained in chapter 9 of the By-Laws. ln particular, your Board

requested that staff evaluate the history of the compensation limits contained in the By-Laws,inciuding the statutes governing compensation of special district directors. District Counselprovides the following discussion for your consideration.

Laws Governing Board Compensation

The amounts available to compensate special district directors for their participation in district-

related meetings and events is governed by Government Code section 61047 (Section 61047).1

Section 61047 states:

The board of directors may provide, by ordinance or resolution,that each of its members may receive compensation in an amountnot to exceed one hundred dollars ($1OO¡for each day of service.

1 Section 61047 was enacted in 2004, effective January 1, 2005, as part of the Legislature's

reorganization of the laws governing special districts. This section carried fonruard the $100 per day and

6 da-ys per month compenðation limits included in its predecessor statute, Government Code section

61207, which was last amended in 1982.

Item E-2March 13,2018

Page 2

A member of the board of directors shall not receivecompensation for more than six days of service in a month.

Section 61047 and Government Code section 53232.1 define what may be considered a "dayof service" for purposes of providing compensation to directors. The District's policies areconsistent with these statutory provisions by providing District Directors with $100 for everyregular meeting, special meeting, or meeting of a standing committee, $75 for ad hoccommittee meetings, and no more than $100 per day and six days of service per month.

These compensation limits may be increased, however, if certain procedures are followed.Section 61047 provides that the "board of directors, by ordinance adopted pursuant to Chapter2 (commencing with Section 20200) of Division 10 of the Water Code, may increase theamount of compensation that may be received by members of the board of directors." LikeSection 610147 , Water Code section 20201 limits compensation paid to directors to $100 perday, but it also allows this amount to be increased by ordinance. However, Water Code section20202limits the increase as follows: "the increase may not exceed an amount equalto 5percent, for each calendar year following the operative date of the last adjustment, of thecompensation which is received when the ordinance is adopted." ln addition, the ordinancemay authorize compensation for no more than 10 days of service per month.

The Water Code prescribes certain procedures for adoption of the ordinance, including a publichearing, publication of the ordinance, and a sixty-day waiting period before the ordinancebecomes effective. As with any ordinance enacted by the District, it would also need to beintroduced and then adopted at a subsequent meeting following publication of a summary of theproposed ordinance. Following adoption, the ordinance may be subject to referendum ifconstituents wish to undo the compensation increase, as addressed in detail in the WaterCode. Should your Board wish to increase Director compensation for attendance at meetingsor District functions, these procedures and limitations would need to be followed.

Director Compensation Survey

To aid your Board's consideration of the issue of Director compensation, District staff and counselconducted an informal survey of the other community services districts in San Luis ObispoCounty. The results of that survey are summarized in Attachment B.

RECOMMENDATION

Staff recommends that your Honorable Board review the Board By-Laws and Policies, proposeany additional changes, and by motion and roll call vote, adopt the attached Resolution toapprove the revised Board By-Laws and Policies. Staff further recommends that your Boarddiscuss the issue of Director compensation and provide direction to staff regarding future actions.

ATTACHMENT

A. Resolution with Proposed changes to the Board By-Laws and PoliciesB. Blackline Highlighting Proposed changes to Board By-Laws and PoliciesC. Survey of Director Compensation Offered By Other CSDs in San Luis Obispo County

MARCH T3,2OL9

ITEM E.2

ATTACHMENT A

NIPOMO COMMUNITY SERVICES DISTRICTRESOLUTION NO. 201 g.XXXX

A RESOLUTION OF THE BOARD OF DIRECTORS OF THENIPOMO COMMUNITY SERV¡CES DISTRICT

ADOPTING AMENDED BOARD BY.LAWS AND POLICIES

WHEREAS, the Board of Directors of Nipomo Community Services District (District)is committed to providing excellence in legislative leadership; and

WHEREAS, Section 16 of the Board By-Laws and Policies provides for the annualreview of the Board By-Laws and Policies by District Legal Counsel; and

WHEREAS, Government Code 561045 requires the Board of Directors to adoptRules or By-laws governing its proceedings; and

WHEREAS, on February 13, 2Q19, and February 27,2019, District Legal Counselreviewed and presented the District's previously adopted Board By-Laws and Policies andthe District Board of Directors instructed staff to return with a revised version for Boardadoption; and

WHEREAS, on March 13, 2019, the District Board considered public commentregarding the adoption of the revised Board By-Laws and Policies.

NOW, THEREFORE, BE lT RESOLVED, DETERMINED AND ORDERED by the Board ofDirectors of the Nipomo Community Services District, as follows:

1. The Nipomo Community Services District Board By-Laws and Policiesattached hereto as Exhibit "A" are hereby approved and adopted.

2. All prior District Board By-Laws and Policies, Resolutions and Policies ofthe District that are inconsistent with the Board By-Laws and Policesattached hereto as Exhibit "A" are hereby repealed.

UponmotionofDirector-,secondedbyDirector-,onthefollowingrollcall vote, to wit:

AYES:NOES:ABSENT:ABSTAIN:

the foregoing resolution is hereby passed and adopted this 13th day of March 2019.

ED EBY, Board PresidentNipomo Community Services District

ATTEST APPROVED

MARIO IGLESIASGeneral Manager and Secretary to the Board

WHITNEY G. MCDONALDDistrict Legal Counsel

0T:\BOARD MATTERS\RESOLUTIONS\RESOLUTIONS 2019\2019-xxxx BY-LAWS March 13 meeting.DOCX

1

IP MO COMMUNITYBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT'A'

OFFICERS OF THE RD OF DIRECTORS

1.1 The officers of the Board of Directors are President and Vice President.

1.2 The President of the Board of Directors shall serve as chairperson at allBoard meetings. He/She shall have the same rights as the other Directorsof the Board in voting, introducing motions, resolutions and ordinances, andany discussion of questions that follow said actions.

1.3 ln the absence of the President, the Vice President of the Board of Directorsshall serve as chairperson over all meetings of the Board. lf the Presidentand Vice President of the Board are both absent, the remaining Directorspresent shall select one of themselves to act as chairperson of the meeting.

2. MEETINGS2.1 Subject to holiday and scheduling conflicts, regular meetings of the Board of

Directors shall commence at 9:00 a.m. on the second and fourthWednesday of each calendar month in the Board Room at the District Officelocated at148 South Wilson, Nipomo, CA. The Board of Directors reservesthe right to cancel and/or designate other dates, places, and times forDirector Meetings due to scheduling conflicts and holidays.

2.2 Special Meetings

14

1.5

2.3

2.4

The President and Vice President of the Board shall be elected annually atthe last meeting of each calendar year.

The term of office for the President and Vice President of the Board shallcommence on January 1 of the year immediately following their election.

Special meetings may be called by the President or three (3) Directors witha minimum of twenty-f our (24) hours public notice. Special meeting agendashall be prepared and distributed pursuant to the procedures of the BrownAct by the General Manager or the Assistant General Manager inconsultation with the President or, in his or her absence, the Vice Presidentor those Directors calling the meeting.

Directors shall attend all regular and special meetings of the Board unlessthere is good cause for absence.

No action or discussion may be taken on an item not on the postedagenda; provided, however, matters deemed to be emergencies or of anurgent nature may be added to the agenda under the procedures of theBrown Act. Pursuant to the Brown Act:

Directors may briefly respond to statements or questions fromthe public;

1

(a)

(b)

NIPOMO COMMUNITY SERVICES DISTRICTRD OF DIRECT

BOARD BY-LA AND POLICIESEXHIBIT "A''

Directors may, on their own initiative or in response to publicquestions, ask questions for clarification, provide referencesto staff or other resources for factual information, or requeststaff to report back at a subsequent meeting;

2.5

2.6

2.7

(c) The Board may take action to direct the General Manager toplace a matter on a future agenda;

(d) Directors may make brief announcements or make a briefreport on his/her own activities under the Director Commentportion of the Agenda.

The President, or in his/her absence the Vice President, shall be thepresiding officer at District Board meetings. He/She shall conduct allmeetings in a manner consistent with the policies of the District. He/Sheshall determine the order in which agenda items shall be considered fordiscussion and/or actions taken by the Board. He/She shall vote on allquestions, and on roll callvotes his/her name shall be called last.

Three (3) Directors of the Board shall constitute a quorum for the transactionof District business. When a quorum is lacking for a regular, adjourned, orspecial meeting, the President, Vice President, or any Director shall adjournsuch meeting; or, if no Director is present, the District Secretary shall adjournthe meeting.

Except as othenvise specifically provided by law, a majority vote of the totalmembership of the Board of Directors is required for the Board of Directorsto take action.

All Directors present at a meeting are expected to vote on all items requiringa vote. A roll call vote shall be taken upon the passage of all ordinances andresolutions, and shall be entered in the minutes of the Board, showing thoseDirectors voting aye, those voting no, those abstaining from voting, andthose absent. A roll call vote shall be taken and recorded on any motion notpassed unanimously by the Board. A Director abstaining from a vote due toa conflict of interest shall state the reason for the abstention, which shall bereflected in the minutes of the meeting.

2.8

2.10 Any person attending a meeting of the Board of Directors may record theproceedings with an audio or video recorder or a still or motion picturecamera in the absence of a reasonable finding that the recording cannotcontinue without disruptive noise, illumination, or obstruction of view thatconstitutes or would constitute a disruption of the proceedings.

2.11 All recording devices, including but not limited to, audio or video recorders,still and/or motion picture cameras shall remain stationary and shall belocated and operated in plain public view and from behind the publicspeaker's podium. The President retains the discretion to alter theseguidelines, including the authority to require that all audio or video recorders,still and/or motion picture cameras be located in the back of the room.

2

NIPOMO COMMUNITY SE RVICES DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT'A'

3. AGENDAS3.1. The General Manager, in cooperation with the Board President, shall

prepare the agenda for each regular and special meeting of the Board ofDirectors. Any Director may call the General Manager and request an itemto be placed on the regular meeting agenda no later than 4:30 p.m. twelvecalendar days prior to the meeting date. Such a request must be alsosubmitted in writing either at the time of communication with the GeneralManager or delivered to the office within the next working day.

3.2 The following applies to reconsideration of prior Board actions(a) After the passage of 9 months from the effective date of the motion,

resolution, or ordinance, the matter may be placed on the agendapursuant to Section 3.1 , above, or other provisions of the Brown Act.

(b) Prior to the passage of 9 months, any member of the Board ofDirectors or the General Manager may request the Board ofDirectors, by motion, to agree to reconsider a prior Board action at asubsequent meeting of the Board.

(c) The President of the Board of Directors, upon a determination thatthere is a need to take immediate action, may place an item on theagenda for reconsideration.

3.3 Comments on agendized items should be held untilthe appropriate item iscalled.

3.4 Those items on the District Agenda which are considered to be of a routineand non-controversial nature are placed on the "Consent Agenda". Theseitems shall be approved, adopted, and accepted, etc. by one motion of theBoard of Directors; for example, approval of Minutes, approval of Warrants,various Resolutions accepting developer improvements, minor budgetaryitems, status reports, and routine District operations.

(a) Directors may request that any item listed under "ConsentAgenda" be removed from the "Consent Agenda", and theBoard willthen take action separately on that item. Membersof the public will be given an opportunity to comment on the"Consent Agenda"; however, only a member of the Board ofDirectors can remove an item from the "Consent Agenda".Items which are removed ("pulled") by Directors of the Boardfor discussion will typically be heard after other "ConsentAgenda" items are approved unless the President choosesan earlier or later time.

A Director may ask questions on any item on the "ConsentAgenda". When a Director has a minor question forclarification concerning a consent item which will not involveextended discussion, the item may be discussed for

3

(b)

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT "A'

clarification and the questions will be addressed along withthe rest of the "Consent Agenda". Directors are encouragedto seek clarifications prior to the meeting if possible.

(c) When a Director wishes to consider/"pull" an item simply toregister a dissenting vote, an abstention or conflict of interest,the Director shall inform the presiding officer that he/shewishes to register a dissenting vote, an abstention or conflictof interest, on a particular item without discussion. The itemwill þe handled along with the rest of the Consent Agenda,and the District Secretary shall register a "no" vote, anabstention or conflict of interest, in the minutes on the itemidentified by the Director.

4. PREPARATION OF MINUTES AND MAINTENANCE OF RECORDINGS

4.1 The minutes of the Board shall be kept by the District Secretary and shallbe neatly produced and kept in a file for that purpose, with a record of eachparticular type of business transacted set off in paragraphs with propersubheads.

4.2 The minutes of the Board of Directors shall record the aye and no votes,any abstentions from voting and the reasons stated therefor, and anyabsences of the members of the Board of Directors for the passage ordenial of all ordinances, resolutions, or motions.

43 The District Secretary shall be required to make a record only of suchbusiness as was actually considered by a vote of the Board and, except asprovided in Sections 4.4 and 4.6 below, shall not be required to record anyremarks of Directors or any other person.

4.4 The District Secretary shall attempt to record the names and general placeof residence of persons addressing the Board during general publiccomment.

4.5 Any Director may request for inclusion into the minutes brief commentspertinent to an agenda item, only at the meeting in which the item isdiscussed. ln addition, the minutes shall include the names of speakerswho provided public comment on each agenda item and a summary of theDirectors' reports. Materials submitted with such comments shall beappended to the minutes at the request of the General Manager, DistrictCounsel, the Board President, or any Director.

4

4.6

4.7

5. DIRECTORS

5.1

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT "A'

Whenever the Board acts in a quasi-judicial proceeding such as inassessment matters, the District Secretary shall compile a summary of thetestimony of the witnesses.

Any recording of a District meeting made for whatever purpose at thedirection of the District shall be subject to inspection pursuant to theCalifornia Puþlic Records Act. Consistent with Government Code Section54953.5(b), the District will maintain the recordings for a 30-day periodafter the recording. During the 30-day period, the District will provide,without charge, the necessary equipment for inspection of said recordingsat the District Office during regular business hours. ln addition to the 30-day requirement, the District will maintain the recordings- in accordancewith its current Records Retention Policy

5.2

5.3

Directors shall prepare themselves to discuss agenda items at meetings ofthe Board of Directors. Directors are encouraged to seek clarification priorto the meeting, if possible.

Members of the Board of Directors shall exercise their independent judgmenton behalf of the interest of the entire District, including the residents, propertyowners and the public as a whole.

lnformation may be requested from staff before meetings, within suchlimitations as required by the Brown Act. lnformation that is requested shallbe distributed through the General Manager, and all Directors will receive acopy of all information being distributed.

Directors shall at all times conduct themselves with courtesy to each other,to staff and to members of the audience present at Board meetings.

Differing viewpoints are healthy in the decision-making process. lndividualshave the right to disagree with ideas and opinions, but without beingdisrespectful to others.

Pursuant to $54952.2 of the Brown Act:

(a) Except during an open and public meeting, a majority of the Board ofDirectors shall not use a series of communications of any kind,directly or thru intermediaries, to discuss, deliberate, or take actionon any item of business that is within the subject matter of the District.

Subsection (a) above shall not be construed as preventing Districtmanagement staff from engaging in separate conversations orcommunications with members of the District Board of Directors inorder to answer questions or provide information regarding a matterthat is within the subject matter jurisdiction of the District, providedthat District Staff does not communicate to members of the Board of

5.4

5.5

5.6

5

(b)

b.

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT "A'

Directors the comments or positions of any other member ormembers of the Board of Directors.

5.7 Directors shall not be prohibited by action of the Board of Directors fromciting his or her District affiliation or title in any endorsement or publication,so long as no misrepresentation is made, or implied, about the District'sposition on an issue.

HORITY OF

6.1 The Board of Directors is the unit of authority within the District. Apart fromhis/her normal function as a part of this unit, a Director has no individualauthority. As individuals, Directors may not commit the District to any policy,act, or expenditure.

6.2 Directors do not represent any fractional segment of the District but are,rather, a part of the body which represents and acts for the District as awhole.

6.3 The primary responsibility of the Board of Directors is the formulation andevaluation of policy. Routine matters concerning the operational aspects ofthe District are to be delegated to professional staff memþers of the District.

7. AUTHORIÏY OF THE GENERAL MANAGER

Pursuant to Government Code 561051, the General Manager shall be responsiblefor the following:

7.1. The implementation of the policies established by the Board of Directors forthe operation of the District;

72

7.3

7.4

The appointment, supervision, discipline, and dismissal of the District'semployees, consistent with the employee relations system established bythe Board of Directors;

The supervision of the District's facilities and services;

The supervision of the District's finances.

6

I

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT "A'

DIRECTOR GUIDELINES

8.1 Directors, by making a request to the General Manager or Assistant GeneralManager, shall have access to information relative to the operation of theDistrict, including but not limited to statistical information, information servingas the basis for certain actions of Staff, justification for Staffrecommendations, etc. lf the General Manager or the Assistant GeneralManager cannot timely provide the requested information by reason ofinformation deficiency, or major interruption in work schedules, workloads,and priorities, then the General Manager or Assistant General Manager shallinform the individual Director why the information is not or cannot be madeavailable.

8.2 ln handling complaints from residents or property owners within the District,or other members of the public, Directors are encouraged to listen carefullyto the concerns, but the complaint should be referred to the GeneralManager for processing and the District's response, if any.

8.3 Directors, when seeking clarification of policy-related concerns, especiallythose involving personnel, legal action, land acquisition and development,finances, and programming, should refer said concerns directly to theGeneral Manager.

8.4 When approached by District personnel concerning a specific District policy,Directors should direct inquiries to the General Manager or AssistantGeneral Manager. The chain of command should be followed. lf a Directorconcludes that a personnel issue is not being adequately addressed in thismanner, he/she should refer it to the Board's personnel committee for furtherconsideration, in accordance with District Personnel Policy.

8.5 Directors and General Manager should develop a working relationship sothat current issues, concerns, and District projects can be discussedcomfortably and openly.

8.6 When responding to constituent requests and concerns, Directors shouldrespond to individuals in a positive manner and route their questions to theGeneral Manager, or in his/her absence, to the Assistant General Manager.

8.7 Directors are responsible for monitoring the District's progress in attaining itsgoals and objectives, while pursuing its mission.

DIRECTOR COMPENSATION

9.1 Each Director is authorized to receive one hundred dollars ($100.00) ascompensation for each regular adjourned or special meeting of the Board ofDirectors attended by him/her.

9.2 Each Director appointed to a committee is authorized to receive one hundreddollars ($1OO¡ as compensation for each public meeting of a standingcommittee attended by him/her.

9

7

9.3

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

BOARD BY -LAWS AND POLICIESEXHIBIT "A'

Each Director appointed to an ad hoc committee is authorized to receiveseventy-five dollars ($75.00) as compensation for each ad hoc committeemeeting attended by him/her.

ln no event shall Director compensation exceed $100 per day.

(b)

(c) Any Director traveling on District business shall receive inaddition to transportation and lodging expenses, a per diemallowance to cover ordinary expenses such as meals,refreshments, and tips. The amount set for per diem shall beconsidered fair reimbursement. The per diem shall include$10.00 for breakfast, $15.00 for lunch and $30.00 for dinner,for a daily total of $55.00.

All travel and other expenses for District business, conferences,or seminars outside of the State of California shall require

9.4

9.5 Director compensation shall not exceed six full days in any one calendarmonth.

10. DIRECTORREIMBURSEMENT10.1 Subject to the following rules and budgetary limitations, each Director is

entitled to reimbursement for their actual and necessary expenses (includingthe cost of programs and seminars), for his/her attendance at programs,conferences, and seminars that are related to District functions and/orDirector development.

(a) lt is the policy of the District to exercise prudence with respectto hotelimotel accommodations. lt is also the policy of theDistrict for Directors and staff to stay at the main hotel/motellocation of a conference, seminar, or class to gain maximumparticipation and advantage of interaction with otherswhenever possible.

lf lodging is in connection with a conference or organizededucation activity, lodging costs shall not exceed themaximum group rate published by the conference or activitysponsor, provided that lodging at the group rate is availableto the member of the Board of Directors at the time ofbooking. lf the group rate is not available, the Director shalluse lodging that is comparable with the group rate. Personalphone calls, room service, and other discretionaryexpenditures are not reimbursable.

Members of the Board of Directors shall use government andgroup rates offered by a provider of transportation for travelwhen available. Directors, using his/her private vehicle onDistrict business, shall be compensated at the prevailing IRSper diem mileage rate.

I

(d)

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT "A'

separate Board authorization, with specific accountability as tohow the District shall benefit by such expenditure.

10.2 All expenses that do not fall within the reimbursement policy set forth in 10.1 ,aþove, shall be approved by the Board of Directors, at a public meeting,before the expense is incurred.

10.3 Board members shall submit an expense report on the Districtform withinthirty (30) calendar days after incurring the expense. The expense reportshall be accompanied by receipts documenting each expense. Expensereports for mileage, as referenced in Section 10.1(b), shall be submitted nolater than the end of each quarter (March, June, September, and December).

10.4 Members of the Board of Directors shall provide brief reports on the program,conferences, and seminars attended at the expense of the District at the nextregular meeting of the Board of Directors.

11. TRAINING

11.1 Ethics Training

(a) Pursuant to sections 53234 et seq. of the Government Code, allDirectors and designated District personnel shall receive at least 2hours of ethics training every two years.

(b) Each newly elected Board Member and designated Districtpersonnel shall receive ethics training no later than one year fromthe first day of service with the District and thereafter shall receiveethics training at least once every two years.

11.2 Harassment Prevention Ïraininq

Board members, the General Manager, and supervisors that aredesignated in the Districts conflict of interest code, shall receiveharassment prevention training in accordance with the law.

12. COMMITTEES

12.1 Ad Hoc Committees

The Board President shall appoint such ad hoc committees as may bedeemed necessary or advisable by himself/herself and/or the Board. Theduties of the ad hoc committees shall be outlined at the time of appointment,and the committee shall be considered dissolved when its final report hasbeen made.

12.2 Standing Committees

(a) The Board may create standing committees at its discretion. TheBoard President shall propose and the Board of Directors shallapprove standing committee membership.

I

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT "A'

(b) Standing committees shall be advisory committees to the Boardof Directors and shall not commit the District to any policy, act orexpenditure. Each standing committee may consider District-related issues, on a continuing basis, assigned to it by the Boardof Directors. Members of the standing committees shall beappointed by the Board of Directors.

(c) All standing committee meetings shall be conducted as publicmeetings in accordance with the Brown Act and Sections 2,3 and4 of these By-Laws. Summary notes for each meeting of eachcommittee shall be forwarded to the NCSD Board of Directors asa public record.

13. CORRESPONDENCEDISTRIBUTIONPOLICY

14

Time permitting, the following letters and other documents shall be accumulatedand delivered to the Board of Directors by Monday of each week and/or withagenda packet.

13.1 All letters approved by the Board of Directors and/or signed by the Presidenton behalf of the District, and

13.2 All letters and other documents received by the District that are of District-wide concern, as determined by District staff.

CONFLICTS AND RELATED POLICY

State laws are in place which attempt to eliminate any action by a Director or theDistrict which may reflect a conflict of interest. The purpose of such laws andregulations is to insure that all actions are taken in the public interest. Laws whichregulate conflicts are very complicated. The following provides a brief policysummary of various conflict related laws. Directors are encouraged to consult withDistrict Legal Counsel and/or the FPPC at 1-800-ASK-FPPC (1-800-275-3772),prior to the day of the meeting, if they have questions about a particular agendaitem.

14.1 Conflict of lnterest

Each Director is encouraged to review the District Conflict Code on anannual basis. The general rule is that an official may not participate in themaking of a governmental decision if it is: reasonably foreseeable that thedecision will have a material financial effect on the official or a member of hisor her immediate family or on an economic interest of the official, and theeffect is distinguishable from the effect on the public generally. FPPCregulations related to interests in real property provide ihat, if the realproperty in which the Director has an interest is located within 500 feet of theboundaries of the property affected by a decision, that interest is nowdeemed to be directly involved in the decision.

14.2 lnterest in Contracts, Government Code Section 1090

10

MMUNITY SERVICES DISTRIBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT "A''

The prohibitions of Government Code Section 1090 provide that the Boardof Directors may not contract with any business in which another Directorhas a financial interest.

14.3 lncompatible Office, Government Code Section 1099

The basic rule is that public policy requires that when the duties of two officesare repugnant or overlap so that their exercise may require contradictory orinconsistent action, to the detriment to the other public interest, theirdischarge by one person is incompatible with that interest. When a Direcioris sworn in for such a second office, he/she is simultaneously terminatedfrom holding the first office.

15. CONTINUING EDUCATION

Directors are encouraged to attend educational conferences and professionalmeetings when the purposes of such activities are to improve District operation.Subject to budgetary constraints, there is no limit to the number of Directorsattending a particular conference or seminar when it is apparent that theirattendance is beneficialto the District.

16. BOARD BY-LAWS REVIEW POLICY

Subject to 3.1 the Board By-Laws and Policies shall be reviewed annually at the firstregular meeting in February. The review shall be provided by District Counsel andratified by Board action.

17. RESTRICTIONS ON BY-LAWS

The rules contained herein shall govern the Board in all cases to which they areapplicable, and in which they are not inconsistent with State or Federal laws.

11

MARCH T3,2OL9

ITEM E-2

ATTACHMENT B

NIPOMO COMMUNITY SERVIC FS DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT ''A"

1. OFFICERS OF THE RD OF DIRECTORS

1.1 The officers of the Board of Directors are President and Vice President.1.2 The President of the Board of Directors shall serve as chairperson at all

Board meetings. He/She shall have the same rights as the other Directorsof the Board in voting, introducing motions, resolutions and ordinances, andany discussion of questions that follow said actions.

1.3 ln the absence of the President, the Vice President of the Board of Directorsshall serve as chairperson over all meetings of the Board. lf the Presidentand Vice President of the Board are both absent, the remaining Directorspresent shall select one of themselves to act as chairperson of the meeting.

14 The President and Vice President of the Board shall be elected annually atthe last meeting of each calendar year.

1.5 The term of office for the President and Vice President of the Board shallcommence on January 'l of the year immediately following their election.

2. MEETINGS2.1 Subject to holiday and scheduling conflicts, regular meetings of the Board of

Directors shall commence at 9:00 a.m. on the second and fourthWednesday of each calendar month in the Board Room at the District Officelocated at148 South Wilson, Nipomo, CA. The Board of Directors reservesthe right to cancel and/or designate other dates, places, and times forDirector Meetings due to scheduling conflicts and holidays.

2.2 Special MeetingsSpecial meetings may be called by the President or three (3) Directors witha minimum of twenty-four (24) hours public notice. Special meeting agendashall be prepared and distributed pursuant to the procedures of the BrownAct by the General Manager or the Assistant General Manager inconsultation with the President or, in his or her absence, the Vice Presidentor those Directors calling the meeting.

2.3 Directors shall attend all regular and special meetings of the Board unlessthere is good cause for absence.

2.4 No action or discussion may be taken on an item not on the postedagenda; provided, however, matters deemed to be emergencies or of anurgent nature may be added to the agenda under the procedures of theBrown Act. Pursuant to the Brown Act:

(a) Directors may briefly respond to statements or questions fromthe public;

2

(b)

MMUNITY SERVICES DIBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT'4"

Directors may, on their own initiative or in response to publicquestions, ask questions for clarification, provide referencesto staff or other resources for factual information, or requeststaff to report back at a subsequent meeting;

The Board may take action to direct the General Manager toplace a matter on a future agenda;

Directors may make brief announcements or make a briefrepofi on his/her own activities under the Director Commentportion of the Agenda.

(c)

(d)

2.5

26

The President, or in his/her aþsence the Vice President, shall be thepresiding officer at District Board meetings. He/She shall conduct allmeetings in a manner consistent with the policies of the District. He/Sheshall determine the order in which agenda items shall be considered fordiscussion and/or actions taken by the Board. He/She shall vote on allquestions, and on roll call votes his/her name shall be called last.

Three (3) Directors of the Board shall constitute a quorum for the transactionof District business. When a quorum is lacking for a regular, adjourned, orspecial meeting, the President, Vice President, or any Director shall adjournsuch meeting; or, if no Director is present, the District Secretary shall adjournthe meeting.

Except as otherwise specifically provided by law, a majority vote of the totalmembership of the Board of Directors is required for the Board of Directorsto take action.

m n are ex to vote on alla vote. A roll call vote shall be taken upon the passage of all ordinances andresolutions, and shall be entered in the minutes of the Board, showing thoseDirectors voting aye, those voting no, those bstaininqfrom votinq , and those absent. A roll callvote shall be taken and recorded on any motion not passed unanimously bythe Board. Silenee shall be reeerded as an affirmative vete,A Directorabstainino from a vote because of a conflict of interest shall state the reason

2.7

2.8

for the abstention. which shall be reflected in the minu soft h m ne eeti o

2.10 Any person attending a meeting of the Board of Directors may record theproceedings with an audio or video recorder or a still or motion picturecamera in the absence of a reasonable finding that the recording cannotcontinue without disruptive noise, illumination, or obstruction of view thatconstitutes or would constitute a disruption of the proceedings.

2.11 All recording devices, including but not limited to-, audio or video recorders,still and/or motion picture cameras shall remain stationary and shall belocated and operated in plain public view and from behind the publicspeaker's podium. The President retains the discretion to alter theseguidelines, including the authority to require that all audio or video recorders,still and/or motion picture cameras be located in the back of the room.

3

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

BOARD BY AND POLICIESEXHIBIT "A'

3. AGENDAS

3.1. The General Manager, in cooperation with the Board President, shallprepare the agenda for each regular and special meeting of the Board ofDirectors. Any Director may call the General Manager and request an itemto be placed on the regular meeting agenda no later than 4:30 p.m. twelvecalendar days prior to the meeting date. Such a request must be alsosubmitted in writing either at the time of communication with the GeneralManager or delivered to the office within the next working day.

3.2 The following applies to reconsideration of prior Board actions.

(a) After the passage of 9 months from the effective date of the motion,resolution, or ordinance, the matter may be placed on the agendapursuant to Section 3.1 , above, or other provisions of the Brown Act.

Prior to the passage of 9 months, any member of the Board ofDirectors or the General Manager may request the Board ofDirectors, by motion, to agree to reconsider a prior Board action at asubsequent meeting of the Board.

(b)

(c) The President of the Board of Directors, upon a determination thatthere is a need to take immediate action, may place an item on theagenda for reconsideration.

3.3 Comments on agendized items should be held untilthe appropriate item iscalled.

3.4 Those items on the District Agenda which are considered to be of a routineand non-controversial nature are placed on the "Consent Agenda". Theseitems shall be approved, adopted, and accepted, etc. by one motion of theBoard of Directors; for example, approval of Minutes, approval of Warrants,various Resolutions accepting developer improvements, minor budgetaryitems, status reports, and routine District operations.

(a) Directors may request that any item listed under "ConsentAgenda" be removed from the "Consent Agenda", and theBoard will then take action separately on that item. Membersof the public will be given an opportunity to comment on the"Consent Agenda"; however, only a member of the Board ofDirectors can remove an iiem from the "Consent Agenda".Items which are removed ("pulled") by Directors of the Boardfor discussion will typically be heard after other "ConsentAgenda" items are approved unless the President choosesan earlier or later time.

(b) A Director may ask questions on any item on the "ConsentAgenda". When a Director has a minor question forclarification concerning a consent item which will not involve

4

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT "A''

extended discussion, the item may be discussed forclarification and the questions will be addressed along withthe rest of the "Consent Agenda". Directors are encouragedto seek clarifications prior to the meeting if possible.

(c) When a Director wishes to consider/"pull" an item simply toregister a dissenting vote, an abstention or conflict of interest,the Director shall inform the presiding officer that he/shewishes to register a dissenting vote, an abstention or conflictof interest, on a particular item without discussion. The itemwill be handled along with the rest of the Consent Agenda,and the District Secretary shall register a "no" vote, anabstention or conflict of interest, in the minutes on the itemidentified by the Director.

4 PREPARATION OF MINUTES AND MAINTENANCE F RECORDINGS

4.1 The minutes of the Board shall be kept by the District Secretary and shallbe neatly produced and kept in a file for that purpose, with a record of eachparticular type of business transacted set off in paragraphs with propersubheads.

4.2 The minutes of the Board of Directors shall record the aye and no votes,anv abstentions from votinq and the reasons stated therefor. and anvabsences gttâkefi+y the members of the Board of Directors for thepassage or denial of all ordinances, resolutions, or motions.

43 The District Secretary shall be required to make a record only of suchbusiness as was actually considered by a vote of the Board and, except asprovided in Sections 4.4 and 4.6 below, shall not be required to record anyremarks of Directors or any other person.

4.4 The District Secretary shall attempt to record the names and general placeof residence of persons addressing the Board during general publiccomment.

4.5 Any Director may request for inclusion into the minutes brief commentspertinent to an agenda item, only at the meeting in which the item isdiscussed. ln addition, the minutes shall include the names of speakerswho provided public comment on each agenda item and a summary of theDirectors' reports. Materials submitted with such comments shall beappended to the minutes at the request of the General Manager, DistrictCounsel, the Board President, or any Director.

5

NIPOMO COMMUNITY SFRVICES DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT'4"

4.6 Whenever the Board acts in a quasi-judicial proceeding such as inassessment matters, the District Secretary shall compile a summary of thetestimony of the witnesses.

47 Any recording of a District meeting made for whatever purpose at thedirection of the District shall be subject to inspection pursuant to theCalifornia Public Records Act. Consistent with Government Code Section54953.5(b), the District will maintain the recordings for a 30-day periodafter the recording. During the 30-day period, the District will provide,without charge, the necessary equipment for inspection of said recordingsat the District Office during regular business hours. ln addition to the 30-day requirement, the District will maintain the recordings- in accordancewith its current Records Retention Policy

5. DIRECTORS

5.1 Directors shall prepare themselves to discuss agenda items at meetings ofthe Board of Directors. Directors are encouraged to seek clarification priorto the meeting, if possible.

5.2 Members of the Board of Directors shall exercise their independent judgmenton behalf of the interest of the entire District, including the residents, propertyowners and the public as a whole.

5.3 lnformation may be requested from staff before meetings, within suchlimitations as required by the Brown Act. lnformation that is requested shallbe distributed through the General Manager, and all Directors will receive acopy of all information being distributed.

5.4 Directors shall at all times conduct themselves with courtesy to each other,to staff and to members of the audience present at Board meetings.

5.5 Differing viewpoints are healthy in the decision-making process. lndividualshave the right to disagree with ideas and opinions, but without beingdisrespectful to others.

5.6 Pursuant to $54952.2 of the Brown Act:(a) Except during an open and public meeting, a majority of the Board of

Directors shall not use a series of communications of any kind,directly or thru intermediaries, to discuss, deliberate, or take actionon any item of business that is within the subject matter of the District.

(b) Subsection (a) above shall not be construed as preventing Districtmanagement staff from engaging in separate conversations orcommunications with members of the District Board of Directors inorder to answer questions or provide information regarding a matterthat is within the subject matter jurisdiction of the District, providedthat District Staff does not communicate to members of the Board of

þ

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT "A'

Directors the comments or positions of any other member ormembers of the Board of Directors.

5.7 Directors shall not be prohibited by action of the Board of Directors fromciting his or her District affiliation or title in any endorsement or publication,so long as no misrepresentation is made, or implied, about the District'sposition on an issue.

6. AUTHORITY OF DIRECTORS

6.1 The Board of Directors is the unit of auihority within the District. Apart fromhis/her normal function as a part of this unit, a Director has no individualauthority. As individuals, Directors may not commit the District to any policy,act, or expenditure.

6.2 Directors do not represent any fractional segment of the District but are,rather, a part of the body which represents and acts for the District as awhole.

6.3 The primary responsibility of the Board of Directors is the formulation andevaluation of policy. Routine matters concerning the operational aspects ofthe District are to be delegated to professional staff members of the District.

7. AUTHORITY OF THE GENERAL MANAGER

Pursuant to Government Code S61051, the General Manager shall be responsiblefor the following.

7.1. The implementation of the policies established by the Board of Directors forthe operation of the District;

7.2 The appointment, supervision, discipline, and dismissal of the District'semployees, consistent with the employee relations system established bythe Board of Directors;

7.3

7.4

The supervision of the District's facilities and services;

The supervision of the District's finances.

7

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

RD BY-LAWS AND PEXHIBIT "4"

8. DIRECTOR GUIDELINES

8.1 Directors, by making a request to the General Manager or Assistant GeneralManager, shall have access to information relative to the operation of theDistrict, including but not limited to statistical information, information servingas the basis for certain actions of Staff, justification for Staffrecommendations, etc. lf the General Manager or the Assistant GeneralManager cannot timely provide the requested information by reason ofinformation deficiency, or major interruption in work schedules, workloads,and priorities, then the General Manager or Assistant General Manager shallinform the individual Director why the information is not or cannot be madeavailable.

ln handling complaints from residents or property owners within the District,or other members of the public, Directors are encouraged to listen carefullyto the concerns, but the complaint should be referred to the GeneralManager for processing and the District's response, if any.

Directors, when seeking clarification of policy-related concerns, especiallythose involving personnel, legal action, land acquisition and development,finances, and programming, should refer said concerns directly to theGeneral Manager.

When approached by District personnel concerning a specific District policy,Directors should direct inquiries to the General Manager or AssistantGeneral Manager. The chain of command should be followed. lf a Directorconcludes that a personnel issue is not being adequately addressed in thismanner, he/she should refer it to the Board's personnel committee for furtherconsideration, in accordance with District Personnel Policy.

Directors and General Manager should develop a working relationship sothat current issues, concerns, and District projects can be discussedcomfortably and openly.

When responding to constituent requests and concerns, Directors shouldrespond to individuals in a positive manner and route their questions to theGeneral Manager, or in his/her absence, to the Assistant General Manager.

Directors are responsible for monitoring the District's progress in attaining itsgoals and objectives, while pursuing its mission.

9. DIRECTOR COMPENSATION

Ll Each Director is authorized to receive one hundred dollars ($100.00) ascompensation for each regular adjourned or special meeting of the Board ofDirectors attended by him/her.

Each Director appointed to a committee is authorized to receive one hundreddollars ($100) as compensation for each public meeting of a standingcommittee attended by him/her.

8.2

8.3

8.4

8.5

8.6

8.7

8

9.2

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTORD BY-LAWS AND POLI

EXHIBIT "A'

9.3 Each Director appointed to an ad hoc committee is authorized to receiveseventy-five dollars ($75.00) as compensation for each ad hoc committeemeeting attended by him/her.

ln no event shall Director compensation exceed $100 per day.9.4

9.5 Director compensation shall not exceed six full days in any one calendarmonth.

10. DIRECTORREIMBURSEMENT10.1 Subject to the following rules and budgetary limitations, each Director is

entitled to reimbursement for their actual and necessary expenses (includingthe cost of programs and seminars), for his/her attendance at programs,conferences, and seminars that are related to District functions and/orDirector development.

(a) lt is the policy of the District to exercise prudence with respectto hotel/motel accommodations. lt is also the policy of theDistrict for Directors and staff to stay at the main hotel/motellocation of a conference, seminar, or class to gain maximumparticipation and advantage of interaction with otherswhenever possible.

lf lodging is in connection with a conference or organizededucation activity, lodging costs shall not exceed themaximum group rate published by the conference or activitysponsor, provided that lodging at the group rate is availableto the member of the Board of Directors at the time ofbooking. lf the group rate is not available, the Director shalluse lodging that is comparable with the group rate. Personalphone calls, room service, and other discretionaryexpenditures are not reimbursable.

(b) Members of the Board of Directors shall use government andgroup rates offered by a provider of transportation for travelwhen available. Directors, using his/her private vehicle onDistrict business, shall be compensated at the prevailing IRSper diem mileage rate.

(c) Any Director traveling on District business shall receive inaddition to transportation and lodging expenses, a per diemallowance to cover ordinary expenses such as meals,refreshments, and tips. The amount set for per diem shall beconsidered fair reimbursement. The per diem shall include$10.00 for breakfast, $15.00 for lunch and $30.00 for dinner,for a daily total of $55.00.

All travel and other expenses for District business, conferences,or seminars outside of the State of California shall require

I

(d)

10.2

10.3

10.4

11. TRAINING

NITY SERVICESBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT'A'

separate Board authorization, with specific accountability as tohow the District shall benefit by such expenditure.

All expenses that do not fall within the reimbursement policy set forth in 10.1,above, shall be approved by the Board of Directors, at a public meeting,before the expense is incurred.

Board members shall submit an expense report on the District form withinthirty (30) calendar days after incurring the expense. The expense reportshall be accompanied by receipts documenting each expense. Expensereports for mileage, as referenced in Section 10.1(b), shall be submitted nolater than the end of each quarter (March, June, September, and December).

Members of the Board of Directors shall provide brief reports on the program,conferences, and seminars attended at the expense of the District at the nextregular meeting of the Board of Directors.

11.1 Ethics Training

(a) Pursuant to sections 53234 et seq. of the Government Code, allDirectors and designated District personnel shall receive at least 2hours of ethics training every two years.

(b) Each newly elected Board Member and designated Districtpersonnel shall receive ethics training no later than one year fromthe first day of service with the District and thereafter shall receiveethics training at least once every two years.

11.2 Harassment Prevention Training

Board members, the General Manager, and supervisors that aredesignated in the Districts conflict of interest code, shall receiveharassment prevention training in accordance with the law.

12. COMMITTEES

12.1 Ad Hoc Committees

The Board President shall appoint such ad hoc committees as may bedeemed necessary or advisable by himself/herself and/or the Board. Ïheduties of the ad hoc committees shall be outlined at the time of appointment,and the committee shall be considered dissolved when its final report hasbeen made.

12.2 Standing Committees

(a) The Board may create standing committees at its discretion. TheBoard President shall propose and the Board of Directors shallapprove standing committee membership.

10

13

14

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DIRECTOR

BOARD BY-LAWS AND POLICIESEXHIBIT'A''

(b) Standing committees shall be advisory committees to the Boardof Directors and shall not commit the District to any policy, act orexpenditure. Each standing committee may consider District-related issues, on a continuing basis, assigned to it by the Boardof Directors. Members of the standing committees shall beappointed by the Board of Directors.

(c) All standing committee meetings shall be conducted as publicmeetings in accordance with the Brown Act and Sections 2, 3 and4 of these By-Laws. Summary notes for each meeting of eachcommittee shall be forwarded to the NCSD Board of Directors asa public record.

N EN E DISTRIBUTI

Time permitting, the following letters and other documents shall be accumulatedand delivered to the Board of Directors by Monday of each week and/or withagenda packet.

13.1 All letters approved by the Board of Directors and/or signed by the Presidenton behalf of the District, and

13.2 All letters and other documents received by the District that are of District-wide concern, as determined by District staff.

FLI AND RELA

State laws are in place which attempt to eliminate any action by a Director or theDistrict which may reflect a conflict of interest. The purpose of such laws andregulations is to insure that all actions are taken in the public interest. Laws whichregulate conflicts are very complicated. The following provides a brief policysummary of various conflict related laws. Directors are encouraged to consult withDistrict Legal Counsel andior the FPPC at 1-800-ASK-FPPC (1-800-275-3772),prior to the day of the meeting, if they have questions about a particular agendaitem.

14.1 Conflict of lnterest

Each Director is encouraged to review the District Conflict Code on anannual basis. The general rule is that an official may not participate in themaking of a governmental decision if it is: reasonably foreseeable that thedecision will have a materialfinancial effect on the official or a member of hisor her immediate family or on an economic interest of the official, and theeffect is distinguishable from the effect on the public generally. FPPCregulations related to interests in real property provide that, if the realproperty in which the Director has an interest is located within 500 feet of theboundaries of the property affected by a decision, that interest is nowdeemed to be directly involved in the decision.

14.2 lnterest in Contracts, Government Code Section 1090

11

NIPOMO COMMUNITY SERVICES DISTRICTBOARD OF DI

BOARD BY AND POLICIESEXHIBIT -A'

The prohibitions of Government Code Section 1090 provide that the Boardof Directors may not contract with any business in which another Directorhas a financial interest.

14.3 lncompatible Office, Government Code Section 1099

The basic rule is that public policy requires that when the duties of two officesare repugnant or overlap so that their exercise may require contradictory orinconsistent action, to the detriment to the other public interest, theirdischarge by one person is incompatible with that interest. When a Directoris sworn in for such a second office, he/she is simultaneously terminatedfrom holding the first office.

15. CONTINUINGEDUCATION

Directors are encouraged to attend educational conferences and professionalmeetings when the purposes of such activities are to improve District operation.Subject to budgetary constraints, there is no limit to the number of Directorsattending a particular conference or seminar when it is apparent that theirattendance is beneficialto the District.

16. BOARD BY-LAWS REVIEW POLICYSubject to 3.1 the Board By-Laws and Policies shall be reviewed annually at the firstregular meeting in February. The review shall be provided by District Counsel andratified by Board action.

17. RESTRICTION S ON BY-LAWS

The rules contained herein shall govern the Board in all cases to which they areapplicable, and in which they are not inconsistent with State or Federal laws.

12

MARCH T3,2OT9

ITEM E.2

ATTACH M ENT C

Attachment C

csD Pay perRegular or

SpecialMeeting

Pay perStanding

CommitteeMeeting

Pay per AdHoc

CommitteeMeetings

Miscella-neous

Maximumper month

or day

Citation toPolicy or

Ordinance

Avila CSD So $o So Policy includesa monthly"Director'sFee," to beestablished inthe annualbudget; theyhave notapproved abudget thatincludes thefee

Policy 4030

CambriaCSD

s100 s100 Sloo Day ofservice alsoincludes:

training,conferences,seminars,webinars,negotiationsessions,

meetingswithprofessionalsfor District-relatedbusiness,othermeetingsdirected byBoard

S600/mo.Sroo/oay

Bylaws,

Reso. 24-

201_9, 5 g

L

csD Pay perRegular or

Special

Meeting

Pay perStanding

CommitteeMeeting

Pay per AdHoc

CommitteeMeetings

Miscella-neous

Maximumper month

or day

Citation toPolicy or

Ordinance

HeritageRanch CSD

S100 forthe firstboard orcommitteemeetingattendedper month,

S50 foreach ofthenext twoBoard orCommitteemeetingsattendedper month

S100 forthe firstboard orcommitteemeetingattendedper month,

Sso foreach ofthenext twoBoard orCommitteemeetingsattendedper month

Unknown ifcommitteesdiscussed inpolicyincludes AdHoc

Committees

S200/mo

NipomoCSD

Sloo s100 Szs 6 days/moSroo/¿ay

Bylaws,

Reso.

2018-L468,

5g

Oceano

csDs100 Sso $so S600/mo

S100/day

Bylaws,

Reso.

20L2-rr,58

2

csD Pay perRegular or

SpecialMeeting

Pay perStanding

CommitteeMeeting

Pay per AdHoc

CommitteeMeetings

Miscella-neous

Maximumper month

or day

Citation toPolicy or

Ordinance

San MiguelCSD

No stipendpaid for ameeting ifdirector fails toarrive for rollcall, leavesprlor toadjournment,leaves for aperiod of morethan thirty (30)in the middleof that Boardmeeting, orfails to attendthe entireBoard

meeting(without aBoard-

approvedexcusedabsence). Twou nexcused

a bsencesforfeits thestipend for theremainder ofthe fiscal year.

$roo/mo.forattendanceat regularBoard

meetings,lupto6meetingsper month

BoardMembers'Handbook,Chapter 4

TempletonCSD

Si.so Srso s1s0 S600/mo. Ordinance2009-]2

11 lt is unclearwhether compensation is paid for each meeting, or if a director is required to attend all meetingsheld during the month in order to receive the S100 per month total stipend.2 According to a staff report issued in support of an ordinance enacted in 2007, Templeton CSD relied on WaterCode section 2O2O2 T.o set its compensation at S150 per meeting, which captured a 5% increase each year sinceenactment of an earlier ordinance.

3

TO:

FROM

DATE

BOARD OF DIRECTORS ./MARIO E. TGLESTAS ,$KGENERAL MANAGER ¿â-

MARCH 8,2019

APPROVE AGREEMENT WITH ROGERS, ANDERSON, MALODY &SCOTT PROPOSAL FOR 3 YEARS OF AUDITING SERVICES

ITEM

Approve agreement with Rogers, Anderson, Malody & Scott proposal for 3 years of auditingservices. [RECOMMEN D APPROVE AGREEMENÏ]

BACKGROUND

Pursuant to Special District Law, the Board of Directors shall provide for regular audits of theDistrict's accounts and records. An audit is performed on the accounts and records of NipomoCommunity Services District every year by an independent Certified Public Accountant (CPA).

The District contracts for auditing services under a three-year contract. With the completion ofthe June 30, 2018 audit, the three-year contract with Rogers, Anderson, Malody & Scott, LLP(RAMS), Certified PublicAccountants is complete. ln orderto maintain continuity, Staff requesteda proposalfor RAMS for an additional three years, which is allowed under California GovernmentCode 12410.6(b).

Excerpt from California Government Code Section 12410.6(b):

Commencing with the 2013-14 fiscal year, a local agency shall not employ a publicaccounting firm to provide audit services to a local agency if the lead audit partner orcoordinating audit partner having primary responsibility for the audit, or the auditpartner responsible for reviewing the audit, has performed audit services for the localagency for six consecutive Years.

On March 6,2019, the Finance and Audit Committee met and reviewed the proposalfrom RAMS.Mr. Terry Shea, CPA, attended the meeting via conference call and answered questions from theFinance and Audit Committee. The proposed annual fee for FY 18-19, 19-20 and 20-21 is922,000, $23,000 and $24,000 respectively. The fee for the previous contract was $12,000 peryear, with no escalation.

The Finance and Audit Committee unanimously agreed to recommend to the Board of Directorsto approve the proposal for 3 years of auditing services.

RECOMM DATION

It is recommended that the Board of Directors approve the agreement with RAMS and direct theGeneral Manager to execute the agreement.

ATTACHMENT

A. Proposal for Professional Auditing Services

AGENDA ITEME-3

MARCH 13,2019

t:\board matters\board meetings\board lettervolg\190313 audit services proposal.docx

MARCH 13,2OL9

ITEM E-3

ATTACHMENT A

Proposal for Profess ionalAuditing Serurces

For the fiscal year ending June 30, 2019(With the optíon of each of the fwo subsequent years)

Submitted by:

ROGERS, ANDERSON, MALODY & SCOTT, LLPCertified Public Accountants

735 E. Carnegie Drive, Suite 100San Bernardino, California 92408

(e09) 88e-0871

January 14,2019

CONTACT: TERRY P. SHEA, PARTNERterry@ramscpa.net

ALTERNATE CONTACT PERSON: BRAD A. WELEBIR, PARTNERbwelebir@ramscpa.net

ROGERS, ANDERSON, MALODY & SCOTT, LLPCERTIFIËD PUBLIC ACCOUNTANTS, SINCE 1948

Nrcorwo CotwwuNrry Snnwcns DtsrntcrPROPOSAL FOR PROFESSIONAL AUDITING SERVICES

Table of Contents

Transmittal Letter

Technical Proposal

Firm Overview.................lndependenceLicense to practice in CaliforniaAbout our firmSrng/e audit experienceCAFR preparationGovernmental Audit Quality CenterRange of servlcesEng agement q u al ity controlExtern al q u al ity control ex am in ation sDisciplinary actionEq u al O pportu nity Em ployer

Experience Summary

Personnel....Pa¡1ner and superuisory staff involvementStaff continuityConti n u i ng profession al educ ationAssigned personnelEng agement tea m resu/nes

Scope of Services..Servlces to be providedEngagement approachAudit approach and audit segmentationUnderstanding of internal control over financial reporiingSamp/e slzesApproach in drawing samples for compliance testingComputer technology in the auditAnalytical proceduresApproach in determining applicable laws and regulationsEvaluation of internal controls and management letter commentsAudit timing

Proposed Fees

References

Attachment A: Government Glients Served

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Paqe

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735 E. Carnegie Dr. Suite 100

San Bernardino, CA 92408

909 889 087 I T

909 889 s3ór Framscpa. net

PARTNERS

Brenda L. Odle, CPA, MST

Terry P. Shea, CPA

Kirk A. Franks, CPA

Scôtt W. Manno. CPA, CGMA

Leena Shanbhag, CPA, MST, CGMA

Bradferd A. Welebir, CPA, MBA, CGMA

Jay H. Zercher, CPA (Panner Emeritus)

Phillip H. Waller, CPA (Panner Ëmerìtus)

MANAGERS / STAFF

Jenny L¡u, CPA. MST

Seong-Hyea Lee, CPA, MBA

Charles De S¡moni, CPA

Gardenya Duran. CPA

Brianna Schulr¿, CPA

Semuel S¡ngery, CPA

Jing Wu, cPA

Evelyn Morentin-Barcenâ, CPA

Jin Gu, CPA. MT

Veronica Hernandez, CPA

MEMBERSAmerican lnstitute ofCenified Public Accountants

PCPS The AICPA Allionce

far CPA Firms

Govemmental Audit

Q.uolity Center

FLnplayee Beneft PlanAudit Quolity Center

Calilorn¡a Society ofCert¡fied Public Accountants

ROGERS, ANDERSON, MALODY & SCOTT, LLPCERTIFIED PUBLIC ACCOUNTANTS, SINCE I948

January 14,2A19

Nipomo Community Services DistrictATTENTION: Lisa Bognuda,

Finance Director/Assistant General Manager148 South Wilson SireetNipomo, C493444

Dear Ms. Bognuda,

I am pleased to respond, on behalf of Rogers, Anderson, Malody & Scott, LLP,(RAMS) to your request for a proposal regarding professional auditing services.As a recognized industry leader and innovator, our goal for the past 70 years hasbeen to prov¡de honest, accurate, objective results to all of our clients, includinggovernmental organizations such as yours. Our success in this effort is witnessedby both the growth of our firm and the list of long-term clients who trust us.

At RAMS, we are committed to achieving the highest quality audit possible. Weunderstand the complexity of performing governmental audits and that's why wehave a dedicated team of auditors ihat possess the specialized knowledge andexpedence to help ensure compliance and changes in regulations that may impactyour orgânization. We plan and execute our aud¡ts in a way that maximizes auditefficiency and effectiveness and provides you the highest qual¡ty services.

We are aware that the District has other proposals to consider. We believe thatRAMS would be the appropriate choice for the audlt engagement for the followingreasons, which are provided in more detail in our proposal. Our firm:

Has an established reputation in the governmental and not-for-profitaccounting and auditing community for providing excellent, timely serviceand high quality reporting to our clients.

Performs a risk based audit which enables us to focus on key audit areasallowing us to become more efficient result¡ng in lower audit fees.

Provides auditing services to over 50 governmental agencies and not-for-profit organizations, including over 35 special districts.

Understands the audit process, as a whole, can be a stressful experiencefor you and your staff; we understand that you will have othercommilments and your regular workloads during the audit per¡od. Wemake every effort to ensure the audit process, from the interim fieldworkto the preparation of the required financial reports, will be as trouble-freeas possible for you and your staff. We accomplish this throughcomprehensive planning of the audit and utilizing our staff in the mostefficient and effective manner while keeping disruptions andmiscommunications to a minimum.

Has audit team members that are personable and easy to work w¡th.Through open and responsive communication with all parties involved inthe audit process, we work to have ihe most efficient audit possible byminimizing operational distractions of your staff, while maximizing qualityservice and products.

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STABILITY. ACCURACY. TRUSTI.

Provides extensive training and continuing education to all of our audit staff through a combined useof in-house instruction and third-party providers. Our audit team members are experienced with andreceive regular training in performing Single Audits in accordance with Federal OMB UniformGuidance,

ls committed to helping you meet all reporting/auditing deadlines, resolving any issues encounteredduring your audit (e.9., accounting or auditing, new pronouncements, etc.), and providing you withquality audit services.Has an extensive internal quality control review process to ensure your financial reports meet thehighest standards. ln addition to the preparation of financial reports by the engagement team andreview by the engagement manager, each reportis a/so examined by 2 partners and 2 professionalproofreaders.

Has assisted many of our clients with the preparation of their Comprehensive Annual FinancialReports, and all of our clients that have submitted their reports for the Government Finance OfficersAssociatìon (GFOA) or California Society of Municipal Finance Offìcers (CSMFO) awards havereceived the awards. Our participation as a GFOA reviewer also indirectly benefits our clients in theq uality review process.

ls a full service firm, with specialists in auditing, reviews and compilations, lax planning andpreparation, as well as business consulting. The diverse experience and accessibility of theprofessionals in these areas help us to provide a comprehensive approach to a wide variety of needs.Believes that our fee estimate and arrangement provides a fair and reasonable cost, commensuratewith the experience of the audit team members, to perform the annual audit services for the District.

Our client driven focus, continued commitment to quality and client service and industry expertise has madeRAMS one of the most sought after firms in Southern California.

Mr, Shea and Mr. Welebir are authorized to represent the firm, are empowered to submit the bid and authorizedto sign a contract with the District. We understand the work to be done as listed in the section of this proposaltitled Services fo be provided. This proposal is a firm and irrevocable offer for sixty (60) days. ln additlon, wewill be committed to meeting any agreed upon tinre frames.

We can be reached a1:735 E. Carnegie Drive, Suite 100, San Bernardino, CA 92408, (909) 889-0871,terry@ramscpa, net or bwelebir@ram scpa. net.

Thank you for the opportunity to present our proposal qualifications and to serve as independent auditors tothe District. We will be committed to exceeding your expectations of an auditor and believe this proposalprovides you with information about our firm, the service team members and our customized audit approach.We look forward to having a long and mutually beneficial relationship with the District. Please contact us if youhave any questions regarding this proposal.

Respectfully yours,

ROGERS,,ANDERSON, MALODY & SCOTT, LLP

T hea, CPAPartner

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GovernmentalAudit Quality Center¿ç!Ð

N rc on to C o twrwuNrry Snnwcns D tsrntcrPROPOSAL FOR PROFESSIONAL AUDITING SERVICES

Firm Overview

lndependence

Rogers, Anderson, Malody & Scott, LLP is independent of the District, and any component units, as definedby general standard number two of the generally accepted auditing standards.

We are also independent of the District, and any component units, as defined by the second generalstandard for government auditing in the U.S. Government Accountability Office's Government AuditingStandards (2011).

License to practice in California

Rogers, Anderson, Malody & Scott, LLP is licensed to practice in the State of California. The keyprofessional staff, which includes the paftners, managers, and supervisors, are all certified publicaccountants licensed to practice in the State of California and are in compliance with all applicable Boardof Accou ntancy standards.

About ourfirm

RAMS was founded in 1948 and is located al 735 E.Carnegie Drive, Suite 100, San Bernardino, California andoffers the full range of services expected of a full serviceaccounting firm. We are one of the oldest and most trustedand respected CPA firms in Southern California, with over68 years of public practice experience, specializing ingovernmental agency and not-for-profit organizationauditing, accounting and management advisory services.Over fifteen thousand hours per year are devoted to thisarea of our practice, which includes cities, redevelopmentsuccessor agencies, water districts, other special districts,not-for-profit corporations and joint power authorities. We

do not use our government accounting and auditing practice as "fill work" for the firm, it is a primary focusof it.

We understand that organizations desire that its auditors have a thorough understanding of the complexaccounting and compliance issues confronting entities such as yours. Our firm has a long history ofgovernmental accounting and auditing. Over the years, we have gained valuable experience, acquired in-depth knowledge, and obtained the technical expertise needed for governmental accounting and auditing.This expertise has enabled us to provide exceptional, high quality service and to provide solutions at feeswe feel represent our value to our clients. ln addition, we use our participation in various industryassociations to continuously update our knowledge with respect to issues relating to governmentalaccounting, auditing and operations. Any insight we gain is immediately passed on to our clients if we feelthey will benefit from it.

Our firm has a total staff of thirty-four people, which includes seventeen certified public accountants. Thestaff consists of five partners, four managers, ten supervisors/senior accountants, eleven staff accountantsand four support staff. The audit staff consists of twenty-one members who devote over 80% of their timeto municipal engagements. The engagement team assigned to the District's engagement will consist ofthe following full-time staff: three audit partners, one audit manager, one audit senior and one to two staffauditors. All personnel are located in our San Bernardino office.

GovernmentalAudit Ouality Cent€rAtcr4 -1-

Nrcomo Comntu ,rrry Snnwcrs DtsrntcrPROPOSAL FOR PROFESSIONAL AUDITING SERVICES

Firm Overview (continued)

Our firm is committed to providing our clients with the highest quality service at the most reasonable fee.The professionals assigned to the District's financial audit have each made providing quality service theirpriority.

S i ngle aud it ex pe rie nce

Most of our clients, and some of our other not-for-profit clients, have been subject to an audit in accordancewith OMB Circular A-'133. We recently performed single audits for the following entities:

City of Thousand OaksCity of ClaremontCity of GoletaCity of HawthorneCity of FillmoreCity of RosemeadCity of Thousand OaksCity of La Verne

City of La MesaCity of Mission ViejoCity of Redondo BeachElsinore Valley Water DistrictCommunity Action Partnership of San

Bernardino CountyUniversity Enterprises Corporation at CSUSBWestern Municipal Water District

CAFR preparation

We have extensive experience in the preparation of Comprehensive Annual Financial Reports (CAFR).For the fiscal years ended June 30, 2016 and 2017, our staff prepared over 20 CAFR's, and each entityreceived the Certificate of Achievement for Excellence in Financial Reporting from the GFOA. For the fiscalyear ended June 30, 2018, again, our staff prepared over 20 CAFR's for our clients for their submittal tothe GFOA. ln addition, we have helped many cities and special districts develop their first year's report forsubmittal. The audit partner on the engagement is also a technical reviewer for the GFOA CAFR awardprogram.

Governmental Audit Quality Center

As a member of the American lnstitute of CPAs Governmental Audit Quality Center, we are committed toadhering to the highest quality standards by voluntarily agreeing to the Center membership requirements,which include designating a partner responsible for the quality of our governmental and not-for-profit auditpractice, establishing quality control programs, performing annual internal inspection procedures, andmaking our peer review report findings publicly available. At RAMS, our goal is to continue to enhance ourquality initiatives within our governmental and not-for-profit audit practice to deliver the highest quality auditservices possible.

GovernmentalAudit Oualíty CenterAlc!1) -2

N rc o rwo C o rwtwuNrry Snnw cns D tsrntcrPROPOSAL FOR PROFESSIONAL AUDITING SERVICES

Firm Overview (continued)

ln addition, the Governmental Audit Quality Center provides access to comprehensive resources that willassist us in further enhancing the quality of your audit. The Center membership provides us with timelyinformation on a variety of technical, legislative and regulatory subjects that we can in turn apply to youraudit to help ensure compliance with the appropriate standards and changes in regulations which we passon to our clients.

Range of servlces

Our firm provides various other services in addition to auditing services to governmental and not-for-profitentities, including:

. Finance director and accounting support services

. Study and evaluation of financial condition and fiscal policies

. Transient Occupancy Tax Agreed Upon Procedures

. Franchise (refuse, cable) Agreed Upon Procedureso Accounting policies and procedures. Capital improvement program procedures and policies. Cash management studies. Financing and public bond offering assistancer Franchise agreement assistance (ambulance, cable, television,

refuse, etc.)

ln addition, the firm provides accounting, auditing, attest and consultingservices to for profit and not-for-profit entities. We also provide tax preparationand tax consulting services to individuals, corporations and partnerships.

E ng agement q u al ity control

We have an extensive internal quality control review process to ensure your audit meets the higheststandards. ln addition to the preparation of financial reports by the senior member of the engagementteam, each report is reviewed by the engagement manager and is also examined by the engagementpartner and the technical review partner, and is proofread by two professional staff. ln addition, all auditworkpapers are reviewed by the in-charge auditor and the partner in-charge of the engagement.

GovernmentalAudit Oualþ Center¿!c!Ð -3-

Ntpotøo Co¡ømuNrry Srnwcns DwntcrPROPOSAL FOR PROFESSIONAL AUDITING SERVICES

Firm Overview (continued)

External quality control review

As a member of the AICPA Private Companies Practice Section, our firm has participated in "Peer Review"since 1993 and has been examined every three years since that date. Participation in this program ensuresthat all of our engagements meet the standards of the AICPA, the Yellow Book and the California StateBoard of Accountancy. Throughout our participation in this program, the firm has received pass ratingsfrom the peer reviewers. The latest review below included reviews of specific governmental entities.

During the current review, an independentfirm reviewed our policies and proceduresand then inspected a representative sampleengagement workpapers and reports,including governmental entities andengagements subject to OMB A-133. For theyear ended November 30, 2017, our firmreceived a "pass" rating which indicates ourauditing practice is suitably designed andcomplied with to provide reasonableassurance of performing and reporting inconformity with applicable standards. Theresults provided confirmation that the customaudit approach and procedures we use aretech