Bylaws

BYLAWS OF THE GOLETA SLOUGH MANAGEMENT COMMITTEE
Adopted October 21, 1992

1. NAME
The name of the unincorporated organization is the GOLETA SLOUGH MANAGEMENT COMMITTEE (herinafter “Committee”).

2. PRINCIPAL OFFICE
The principal office for the transaction of the business of the Committee shall be in the County of Santa Barbara, State of California.

3. THE COMMITTEE
3.1 Objectives and Purpose
(a) The objectives and purposes of the Committee shall be to work cooperatively with regulatory agencies, property owners and public interest groups to provide for a healthy Goleta Slough, considering the Slough’s ecosystem and recognizing a mixture of land uses.

(b) In furtherance of those objectives and purposes, the Committee shall implement the following values:
full representation of the varied interests coordination/cooperation/compromise a cooperative effort to reach consensus preservation of the quality of the Goleta Slough appreciation/respect for each other’s interests/needs/objectives inclusion of everyone’s perspective
3.2 Mission Statement

(a) Prepare a document, to be known as the Goleta Slough Ecosystem Management Document, which integrates existing plans and information and provides an environmentally sound and coordinated approach to the Goleta Slough Ecosystem.

(b) Act as a Committee that will:
Identify and resolve issues related to management of the Goleta Slough Ecosystem Management Area; and
Serve in an advisory capacity and make recommendations to lead agencies (e.g. City, County, Coastal Commission and UC Regents).

(c) Assist in the implementation of the Goleta Slough Ecosystem Management Document.

3.3 Membership
(a) Membership on the Committee shall be open to property owners, regulatory agencies, public interest groups and conservancies/trusts with an interest in the Goleta Slough Management Area.

(b) The Committee should retain a diversity of membership while encouraging a balance among property owners, regulatory agencies, public interest groups and conservancies/trusts. Each entity should have one Representative on the Committee; i.e. only one person representing a particular property owner or agency or public interest group or conservancy/trust.

(c) The membership list shall be maintained by the Executive Committee and updated annualy among the various interest groups and encouraging an active and broadbased participation in the meetings of the Committee and the Executive Committee.

(d) The Executive Committee shall conduct an annual review of the Committee and the Executive Committee shall be the mailing list as maintained and updated by the Executive Committee. If the dues are required, the membership list shall consist of all dues paying members.

3.4 Responsibilities of the Committee
(a) The Committee shall retain a diversity of membership while encouraging a balance among property owners, regulatory agencies, public interest groups and conservancies/trusts.

(b) The Committee shall meet to review major plans and projects affecting the Goleta Slough Ecosystem Management Area and make recommendations to the Executive Committee.

4. EXECUTIVE COMMITTEE
4.1 Membership
The Committee shall be managed and represented by an Executive Committee consisting of 12 Representatives, until changed by a duly adopted amendment to these Bylaws.

4.2 Representatives
(a) The Executive Committee shall represent a balance of interests in the Goleta Slough and surrounding area. It shall include 6 members representing property owners, 4 members representing regulatory agencies amd 2 members representing public interest groups in the following categories:

  • public property owners (4)
  • University at Santa Barbara
  • Santa Barbara Airport
  • Santa County Parks Department
  • Santa Barbara County Flood Control
  • private property owners (1)
  • utility property oweners (1)
  • federal regulatory agencies (1)
  • state regulatory agencies (1)
  • local regulatory agencies (2)
  • County Resource Management Department
  • City Planning Division
  • public interest groups (1)
  • conservation and trusts (1)

4.3 Term of Representatives
Each representative shall serve for a term of 2 years, or until he or she resigns, loses eligibility to serve, or is replaced pursuant to the provisions of these Bylaws. Terms shall commence on July 1, with one-half of the Representatives elected each year.

4.4 Nomination and Appointment of Representatives
(a) By not later than April 15, the Committee shall solicit appointees for Representatives from the respective agencies and interest groups which are represented by a position on the Executive Committee which is due to expire. Nominations must be received by May 15.

(b) The Executive Committee shall receive and consider the proposed appointments submitted by the various agencies and interest groups and shall make appointments to fill the positions which are up for appointment.

4.5 Responsibilities of the Executive Committee
(a) The Executive Committee shall manage and conduct business on behalf of all Members of the Committee.

(b) The Executive Committee shall advise and receive comments from the entire membership on matters of interest and importance to the Committee. If the Committee makes a recommendation about a project or plan, the Chair of the Executive Committee shall be the spokesperson for the entire Committee for that recommendation.

(c) In the event there is inadequate time to notice and hold a meeting of the Committee to review and make recommendations on a proposed plan or project, the Executive Committee shall be empowered to schedule a special meeting and take action on behalf of the Committee where it has made a reasonable attempt to notify the Members of the Committee of that special meeting.

4.6 Vacancies
In the event that a Representative resigns, becomes ineligible to serve, dies or becomes incapacitated, that position shall be filled in the same manner as if the term had expired. In that event, the Executive Committe shall set a reasonable time schedule for nominations and election of the successor to fill that position for the remainder of the term, or the Executive Committee may appoint the Alternative Representative to serve as Representative for the remainder of the term.

5.1 Meetings of the Executive Committee
(a) Regular meetings of the Executive Committee shall be held at any place within the southcoast portion of the County of Santa Barbara, State of California, that has been designated by the Executive Committee. In the absence of such designation, regular meetings shall be held at the prinicpal executive office of the Committee. Reminder notices shall be mailed to all Representatives at least 10 days prior to each regular meeting.

(b) Special meetings of the Executive Committee shall be held at any place within the southcoast portion of the County of Santa Barbara, State of California, that has been designated by the Chair and Secretary, or by any 3 Representatives. Notice of the time and place thereof shall be given in person or by written notice, telephone or fax at leat 10 days before the time set for such meeting. The purpose of said meeting shall be set forth in the notice.

(c) The transactions of any meeting of the Executive Committee, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regualr notice if (1) a quorum is present and (2) either before or after the meeting each of the Representatives not present signs a written waiver of notice and consent to hold the meeting.

(d) Attendance by 7 Representatives (including Alternate Representatives) shall constitute a qourum for the transaction of business at a meeting of the Executive Committee. In the absence of a quorum, no business may be transacted other than to continue the meeting to a new date. It shall be the duty of each Representative to coordinate with his or her Alternative Representative for attendance at meetings of the Executive Committee.

(e) Meetings of the Executive Committee shall be open to the Members of the Committee and the public, and members may request notice of such meetings by providing self-addressed stamped envelopes to the Executive Committee.

5.2 Meetings of the Committee
(a) Regular quarterly meetings of the Committee shall be set by the Executive Committee and shall be combined with a regular meeting of the Executive Committee. The Executive Committee will begin the Committee meeting by making a presentation about its activities during the previous quarter and receiving input from the Members of the Committee.

(b) Special meetings of the Committee may be called by the Executive Committee or by petition signed by not less than 10 members when there is a project, plan or issue of interest to the entire Committee.

(c) Notice of regular or special meetings of the Committee shall be mailed to all Members not less than 10 days prior to the date set for said meeting. The purpose of said meeting shall be set forth in the notice.

(d) Meetings of the Committee shall be open to the public.

5.3 Distribution of Notices
Reasonable effort shall be made to distribute notices of meetings to the Committee, Executive Committee, interested public and the media.

5.4 Conduct of Meetings
Meetings shall be governed by “Robert’s Rules of Order”, as such rules may be revised from time to time, except where such rules are inconsistent with or in conflict with these Bylaws or the provisions of law.

6. SUBCOMMITTEES
6.1 Designation of Subcommittees
The Executive Committee may designate one or more subcommittees to serve at the pleasure of the Executive Committee. All subcommittees shall serve only in an advisory capacity to the Executive Committee and shall not be empowered to take final action on matters within their jurisdiction. Each subcommittee shall have an established time frame with a sunset or termination date determined at the time of designation.

6.2 Appointment of Subcommittee Members
The Chair of the Executive Committee shall appoint the members of the designated subcommittees. The chair of each subcommittee shall be a member of the Executive Committee, but Members of the Committee may be appointed to serve as voting members of any subcommittee.

7. OFFICERS OF THE EXECUTIVE COMMITTEE
7.1 Number of Officers
The officers of the Executive Committee shall consist of a Chair, a Secretary, a Treasurer, and such other officers as the Executive Committee may provide for. In the absence of the Chair, the Secretary or Treasurer shall preside at meetings. The Executive Committee may appoint an Executive Director to manage the day-to-day activities of the Committee.

7.2 Election of Officers
The officers of the Executive Committee shall be elected by the Executive Committee for terms of 1 year. Elections shall be held at the regularly scheduled meeting in June of each year. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

7.3 Removal of Officers
Any officer may be removed, either with or without cause, by a majority vote of the Executive Committee at any time. Any officer may also be removed by the Executive Committee for missing 3 consecutive meetings of the Executive Committee without reasonable cause.

7.4 Vacancies
In the case of death, resignation, disqualification or removal from office of any officer of the Executive Committee, the successor shall be confirmed by the Executive Committee at its next duly noticed meeting.

8. RECORDS AND REPORTS
8.1 Accounts and Records
The Executive Committee shall establish and maintain adequate and correct accounts and records pertaining to its business, including without limitation a membership register, bylaws, minutes and financial records. Such accounts and records shall be kept at

9. STANDARDS OF CONDUCT
9.1 Good Faith Performance of Duty
(a) A Representative on the Executive Committee shall perform his or her duties in good faith and in a manner believed to be in the best interests of the Committee.

(b) A Representative shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by an officer, employee or agent of the Executive Committee, a Member of the Committee, consultants, counsel, independent accountants, or other persons believed to be reliable and competent and have professional or expert competence in the matters presented.
9.2 Conflicts of Interest

(a) Because of the nature of the membership qualifications to serve on the Executive Committee, a Representative shall not be deemed to have a conflict of interest for voting purposes just because he or she is employed by a property owner or regulatory agency affected by a recommendation of the Committee or Executive Committee.

(b) However, a project proponent who is a Representative may not vote on a matter which affects his or her project.

10. AMMENDMENTS
These Bylaws may be adopted, amended, altered or repealed only by the Committee, except that an amendment changing the authorized membership or number of positions on the Executive Committee may be adopted, amended or repealed by the Committee pursuant to the laws of the State of California governing nonprofit corporations, as now in effect or as hereafter amended.

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CERTIFICATE BY SECRETARY

I hereby certify that I am the duly elected and acting Secretary of the GOLETA SLOUGH MANAGEMENT COMMITTEE, a California unincorporated nonprofit association, and the above Bylaws of this committee, as adopted at a meeting of the Committee held on the 21st day of October, 1992, at Santa Barbara, California.

_______________________________________
Secretary

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