BY-LAWS

MAYORS’ & COUNCILMEMBERS’ ASSOCIATION OF SONOMA COUNTY

For the purpose of providing for the orderly conduct of the affairs of the existing Mayors & Councilmembers’ Association of Sonoma County, there are hereby adopted the following Procedural Bylaws.

ARTICLE I – Name

The name of the organization shall be the “Mayors’ & Councilmembers’ Association of Sonoma County”, referred to herein as the “Association”.

ARTICLE II – Purpose

The Association shall have as its principal purpose to foster a spirit of cooperation among the cities of Sonoma County and enhance public health, safety and welfare and good working relationships between the governments of all the cities and the County of Sonoma.

In addition, the Association shall have the following purposes:

  1. Provide a forum for elected officials to discuss and disseminate information of county wide or regional interest.
  2. Make recommendations for the guidance of the cities in Sonoma County for the purpose of establishing a common approach to topics of mutual interest, such as training and addressing or responding to emerging issues.
  3. Make recommendations on issues of importance to local or regional agencies, the County of Sonoma, and the State and Federal government.
  4. Make appointments, or recommendations as required by law, to various commissions, boards, agencies, or other entities.
  5. Serve as the Association through which the cities of Sonoma County, acting in concert, select their representatives to various statutory bodies or advisory groups.

The Association is an informal organization and shall not have the authority to enter into contracts or to create obligations binding on either itself or its membership other than those obligations expressly provided by Federal, State or Local laws and then only when formally approved in accordance with law.

The Association shall not participate in or endorse any political activity involving any individual candidate for public office. The selection of officers within Article V herein shall not be considered a political activity subject to this section.

ARTICLE III – Membership 

Section 1. Membership

The Association shall be comprised of the following members:

  1. Regular Members:
    1. All Mayors, Vice Mayors and Councilmembers of the incorporated cities in the County of
  2. Board of Directors:
    1. All Mayors of the incorporated cities in the County of Sonoma.
  3. Associate Members:
    1. City/Town Managers of each of the incorporated cities in the County of Sonoma
    2. Supervisors in the County of

Section 2. Termination

Any City/Town may terminate its participation at any time by giving written notice reflecting formal action by the majority of the City’s/Town’s council (Termination of Participation).  In the event of a Termination of Participation, any Association dues already paid will not be refunded in whole or in part. The Termination of Participation will be provided to the Board of Directors at the beginning of their next scheduled meeting, at which time the termination will be effective.

ARTICLE IV – Voting

  1. Only Regular Members of the Association, with their respective City/Town current in assessment, shall have voting
  1. Voting powers for all Association meetings shall consist of one vote, one City/Town — this vote cast by the Board of Directors Member or their designee, or the Regular Member in the case of committees. In the absence of a voting member, the Chairperson must receive written notification authorizing a regular member as the designated alternate to vote on behalf of the City/Town.
  1. Voting may be by voice vote, unless a roll call vote is requested by any regular member, or otherwise required by law. The Association Secretary will conduct the vote and verbally announce the result.
  2. A quorum is a majority (5 of 9 cities) of all Board Members or their designee, or a majority of Regular Members in the case of committees. Majority votes (5 of 9 cities) shall carry in all Associations bodies, unless specifically designated otherwise or required by law.

ARTICLE V – Officers

Section 1. Officers of the Association shall consist of a Chairperson, Vice Chairperson, and Secretary. The Chairperson and Vice Chairperson shall be the Mayors of their respective cities/towns, seated annually through an alphabetic rotation, as described in Section 4 of this Article, except as specified in Subsection 5.3.  The Secretary may be an Associate Member of the Association appointed by the Board of Directors, or may be an Association Clerk, hired in accordance with this article.

Section 2. Duties of officers shall be as follows:

  1. Chairperson: To preside at all Board of Director, City Selection and General Membership meetings, maintain order, decide questions of parliamentary procedures, appoint an acting secretary in absence of such officer, coordinate meetings and agendas with the Secretary, and such other duties as are usually incident to such office and as elsewhere herein
  1. Vice-Chairperson: To perform the duties of Chairperson in the absence of the Chairperson.
  1. Secretary: To keep a good and sufficient record of the proceedings of the Association (not including the City Selection Committee), prepare the business agenda of the Board and General Membership Meetings, record and keep official minutes of the Board and General Membership, maintain Association files and digital media, coordinate correspondence and all other business of the Association, distribute information to the Association, liaise with the Host City, coordinate with the Chairperson for the administration of the Association and its meetings, and other duties as outlined in the job description.

As an alternative to an appointed Secretary, the Association may, with a supermajority vote (6 of 9 cities) of the Board of Directors, select an individual or firm to serve as the Association Clerk in the role of Secretary and assist with the administration of the Association and authorize the allocation of costs for the Secretary to the Cities/Towns. The Association Clerk will be under contract with the member City/Town serving as Fiscal Agent and will report to the Board of Directors.  The Chair of the Board of Directors, supported by the Fiscal Agency, is responsible for the performance evaluation of a contract Association Clerk.

Section 3. Distribution of Materials

  1. Association Handbook. A list of appointments of the Association and contact information for all Cities/Town, will be published annually by the first regular Association General Membership meeting (typically held in February) by the Secretary and included in the materials provided to the Association, showing the term(s) of each appointee, and shall be updated as committee assignments change.
  1. General Information. The Secretary shall only distribute official information from the Mayor of member Cities, any Association committee (Legislative, Program, etc.), information from Association appointees related to their appointment, materials from agendized presenters at Association meetings, other governmental organizations, unless otherwise directed by a majority vote (5 of 9) of the Board of Directors.

Section 4. Selection of Officers:

  1. Chair City and Vice Chair City shall be determined by a strict alphabetical rotational basis as follows, except as mutually agreed upon by the applicable cities as needed:
  1. Cloverdale  Santa Rosa
  2. Cotati   Sebastopol
  3. Healdsburg   Sonoma
  4. Petaluma   Windsor
  5. Rohnert Park
  1. In the event a new city/town is added, that city/town will be inserted alphabetically in the above list.
  1. The Chairperson and Vice Chairperson of the Association will be seated at the January Board of Directors meeting. If the Chair or Vice Chair is unable to serve the remainder of their term, the respective City/Town shall provide a new Chair or Vice Chair.  If the position remains unfilled after 30 days, the Board of Directors shall select a new Chair or Vice Chair from among the Board.

Section 5. Compensation.

All officers shall serve without compensation, unless approved by the Association, except as set forth in Section 2.3 of this Article

Section 6.  Removal of Officers.

The Chairperson or Vice-Chairperson may be removed from office by the supermajority (6 of 9) vote of Board of Directors. In such event, the Board shall appoint, for the remainder of the term of the person removed, the Regular Member from the City/Town that would be next in rotation to serve as the Chairperson or Vice-Chairperson, and that Chairperson or Vice-Chairperson shall remain in the rotation for the subsequent seating of the Chairperson or Vice-Chairperson pursuant to Section 4.

ARTICLE VI – Committees & Appointments

Section 1. Vacancies For Regional Appointments.

  1. The announcement of Association and City Selection Committee vacancies shall be sent by the Secretary in accordance with Exhibit A to all City Councils and their City Clerks or designee. Interested members shall submit letters of interest to the Secretary by the requested due date for timely consideration by the cities in advance of the Board meeting.
  2. If possible, time would be made at the Association’s General Membership meeting for candidates to make statements to a larger group of all Regular Members.
  3. Appointments are made by a majority vote (5 of 9) of the Board of Directors or City Selection Committee, as applicable. Appointments shall be made at a regularly scheduled meeting.  If no candidates have expressed interest, the Board of Directors or City Selection Committee can accept nominations of Regular Members from the floor.
  4. All appointees shall be Regular Members of the Association at the time of appointment, unless otherwise provided by legislative authority.

Section 2. Ad Hoc Committees.

  1. Ad Hoc committees may be authorized by the Board of Directors from time to time for specific purposes and periods of Such committees will consist of at least three (3) Regular Members of the Association, but less than a quorum, selected by the Chair of the Board of Directors and approved by Board of Directors. The Chairs and Vice Chairs of the ad hoc committees shall be selected by the committees themselves at their first meeting. When so appointed, such committees shall perform the functions as are specifically assigned to them and report their findings or actions to the Board of Directors and to the Association when requested.
  1. Ad Hoc committee members must be Regular Members of the Association and may serve for a maximum term of two (2) years, where state or other codes do not otherwise Committees may be staffed by the Association Secretary, Associate Members or other City staffing, as may be deemed necessary by the Ad Hoc committee.
  1. Progress reports to the Board of Directors may be made orally and noted in

Section 3. Standing Committees.

  1. Legislative Committee. A legislative committee shall be established to define and communicate the interests of the member cities to county, state and federal representatives and shall operate as follow:
    1. Each member city has the right to appoint a Regular Member to the committee, chosen by their respective City Councils.
    2. The committee chairperson and vice chairperson shall be elected by a majority (5 of 9) of the committee members.
    3. The committee Chairperson shall be the liaison to the Board of Directors and shall provide regular updates at the Board of Directors meetings.
    4. The committee Chairperson shall strive to bring to the attention of the Association legislation that will impact cities, and will provide copies of all letters issued by the committee for distribution to the Association by the Secretary.
    5. A quorum shall consist of a majority (5 of 9) of the committee members.
  1. Program Committee. The Board of Directors shall be the program committee, to develop timely and informative programs for the Association General Membership meetings.  The Program Committee shall operate as follows:
  1. At the final meeting of the year (or the first meeting once the incoming Board Members are known), the current and incoming Board of Directors shall meet to discuss program priorities for the next year and provide guidance to the incoming Chairperson and Secretary.
  2. The Board of Directors may provide additional direction to the Chairperson and Secretary throughout the year, as needed.
  3. The Secretary, in coordination with the Chairperson, shall develop the program, arrange for any presenters and arrange with the host city any audio/visual requirements for Association General Membership meetings.

ARTICLE VII – Meetings

Section 1. Association General Membership Meetings.

There shall be at least five (5) meetings of the Association General Membership each year.  General Membership meetings shall be held on the second Thursday of the months of February, April, June, August and October at a time and location designated by the Chairperson, following the City/Town rotation specified in Section 4, Article V, unless modified by a majority vote (5 of 9) of the Board of Directors at a prior meeting. All General Membership meetings shall adjourn no later than 10:00 PM.

All General Membership meetings shall be noticed and held in accordance with the Ralph M. Brown Act.

Section 2. Board of Directors’ Meetings.

Board of Directors’ Meetings shall be held on the second Thursday of the month for the purpose of reviewing policy items, making appointments as may be required or authorized, and developing the agenda for the General Membership meeting of the Association. The time and place of the Board of Directors’ meeting shall be determined by the Chairperson but shall be held throughout the county and to the greatest extent practicable rotate amongst the member jurisdictions and may include a combination of in-person, virtual or hybrid meetings as deemed appropriate by the Board of Directors. The Board shall strive to set the meeting calendar with an in-person meeting at the start of each year.

All Board of Director and Standing Committee meetings shall be noticed and held in accordance with the Ralph M. Brown Act.

Section 3. Special Meetings

Upon the mutual consent of the Chairperson and Vice Chairperson, or when requested in writing to the Association Secretary by a majority (5 of 9) of the Board of Directors, the Chairperson shall call for a special meeting of the General Membership or the Board of Directors at the soonest available time that a quorum is available.  All special meetings shall be noticed and held in accordance with the Brown Act.

Section 4. Virtual/Hybrid Meetings (“Teleconference”)

For Board of Directors or any Ad Hoc or Standing Committee, or for General Membership meetings under Emergency circumstances, a virtual or hybrid (“teleconference”) meeting may be called if permissible under the Ralph M. Brown Act.

Section 5.  Meeting Cancellation.

Any meeting may be canceled upon the mutual consent of the Chairperson and Vice Chairperson, or upon written request to the Association Secretary from a majority (5 of 9) of Board Members, or the mutual consent of the Chairperson and Vice Chairperson of the applicable committee.

ARTICLE VIII – Conduct of Business

Section 1. Rules of Order

Robert’s Rules of Order shall be used as a guide in the conduct of all meetings of the Association.

Section 2. Attendance and Delegation

In the event a Mayor is unable to attend a meeting of the Board of Directors, the Mayor shall designate another Regular Member of the Association from their City/Town, to serve as the representative, by letter delivered to the Secretary at the time of such meeting or prior thereto. In lieu of a letter being provided prior to each meeting, cities may instead provide a letter to the Chairperson at the beginning of each term designating the approved alternates for their city. By such a letter, a Mayor may designate another Regular Member of the Association from their City/Town to serve as the representative on all occasions when the Mayor is absent, or only for a particular meeting or meetings. The representative shall enjoy the same voting privilege during the Board of Directors’ meeting as would the Mayor the designee represents. In the absence of such a letter, no one shall be entitled to act as the representative of a Mayor.  The Association Secretary shall make the incoming Board of Directors aware of this provision prior to the annual transition meeting.

Section 3. Board of Director Duties

The Board of Directors shall have the powers to:

  • Review policy items and develop the agenda for the Association.
    1. In connection with the development of the agenda for the Association, any member of the Board of Directors may, during a Board of Directors meeting, request to place an item on the next General Membership meeting agenda. The Board of Directors will determine by majority vote (5 of 9) of the Board of Directors whether to place the item on the agenda for the next General Membership meeting.
  • Make appointments of Associations’ representatives to organizations or committees such as:
    1. ABAG Executive Board; and
    2. ABAG Regional Planning Committee; and
    3. ABAG Hazardous Waste Management Facility Allocation Committee; and
    4. County Agricultural Preservation & Open Space District Advisory Committee; and
    5. County Child Care Planning Council; and
    6. Sonoma-Marin Area Rail Transit (SMART) Commission Board of Directors; and
    7. North Coast Railroad Authority (NCRA) Board of Directors; and
    8. Sonoma County Human Services Commission; and
    9. Other organizations, commissions or committees as may be created or authorized.
  • Act as the Sonoma County City Selection Committee in accordance with Government Code Sections 50270 et seq., to make recommendations or appointments to organizations, commissions or committees such as:
    1. Local Agency Formation Commission; and
    2. Golden Gate Bridge, Highways & Transportation District; and
    3. Airport Land Use Commission; and
    4. Metropolitan Transportation Commission; and
    5. Bay Area Air Quality Board; and
    6. Remote Access Network (RAN) Board; and
    7. Other organizations, commissions or committees as may be created or authorized.
  • Make recommendations to the Association on matters of interest, and issue position letters on behalf of the Association, provided it is supported through an affirmative supermajority vote (6 of 9) of the Board of Directors. Any letters issued on behalf of the Association shall be distributed to the Association members and Associate Members as soon as possible by the Secretary.
    1. Provide programming topics for the General Membership meetings to the Chairperson and Secretary, acting in their role as the Program Committee.
    2. Conduct the Association’s business in an orderly manner.

ARTICLE IX – Finances

Section 1. Association Dues

Except as allowed for under Article V, Section 2 (Association Secretary), dues for other activities of the Association may be assessed by a unanimous vote of the Board of Directors of Cites/Towns that will be assessed the dues at a regularly scheduled Board of Directors meeting. All dues are payable within 45 days or receipt of invoice for the City/Town to be current for the purpose of determining voting membership.

Section 2. Fiscal Agent

By a majority vote (5 of 9) Board of Directors, one member city/town shall be designated to serve as the Fiscal Agent for the Association. The Fiscal Agent will be responsible for entering into contracts as authorized by the Association, to make payments for services pursuant to those contracts, and to invoice member Cities/Towns for their respective shares of the costs. In certain cases, the Fiscal Agent may be eligible for a reduced share of costs as consideration for providing this service, if such a consideration is also approved by the Board of Directors. The Fiscal Agent may be changed at any time but shall be reviewed by the Board of Directors no less than once every 5 years.

ARTICLE X – Amendments

These by-laws and attached exhibits may be amended by a supermajority vote (6 of 9) of the Board of Directors, except for amendments to Article IX, Section 1, which shall require a unanimous vote to amend.  Amendments rescind and repeal all previously approved by-laws and policies that are in conflict.

Duly adopted this 12th day of May, 1966

Vernon P. Smith, Chairman

Rev. 03/09/95
03/11/99
05/13/99
03/08/07
08/09/07
06/12/08
06/10/10
08/08/13
02/11/16
02/09/17
10/13/22

Exhibit A

MAYORS’ & COUNCILMEMBERS’ ASSOCIATION OF SONOMA COUNTY POLICY GUIDELINE

Policy Guideline for Chair City, Board and General Membership regarding the Process for the Various Committee Appointments made by the Mayors’ and Councilmembers’ Association Board of Directors

It is the responsibility of the Member seeking appointment or reappointment to take applicable actions to support their appointment or reappointment.

The Secretary shall make every effort to notify the Association Membership of terms expiring no later than 90 days in advance of the Board of Directors meeting at which appointments shall be made. The suggested deadline for submitting letters of interest for such appointments is to be no later than 45 days prior to the Board of Directors meeting at which appointments shall be made. As each City Council meets at least once per month, the 45-day window will allow time for the Secretary to transmit the letters to the Association Membership for action at each city’s respective City’s Council meeting.

The Chairperson of the Board of Directors, in consultation with the Secretary, shall have the discretion of extending the deadline for receipt of letters of interest if in their opinion there are extenuating circumstances relating to a particular committee assignment or appointment process, or relating to a particular City or Member of the Association Membership. Extenuating circumstances could include but not be limited to the following:

  • Locally declared disasters in one or more member cities, diverting Council attention and
  • Council election results which have not been certified and accepted prior to the 30 day
  • Unanticipated withdrawal(s) of Members seeking committee appointments, creating a situation where no letters of interest have been
  • Transition in the Association Secretary, which may impact the timeliness of notifications being
  • No letters of interest received before the

Approved by the Board of Directors on June 9, 2011, revised October 13, 2022.

To be retained as an Attachment to the By-Laws.

MAYORS’ & COUNCILMEMBERS’ ASSOCIATION OF SONOMA COUNTY

LEGISLATIVE COMMITTEE LEGISLATIVE PLATFORM

The Mayors and Council Members of Sonoma County represent every city within the county of Sonoma. The Legislative Committee, established by the Mayors and Councilmembers Bylaws, consists of a Mayor or Councilmember from each of the member cities, chosen by their respective Councils. Its duties are to review pending policy issues affecting cities and to advocate for those on behalf of the cities within Sonoma County.

The Sonoma County Legislative Committee will be reviewing and responding to bills that impact Sonoma County cities. The Sonoma County Legislative Committee will use these principles to help guide the committee in taking positions on policy issues:

Consider supporting policy that:

  • Enhances local control of resources and tools that allow cities to address the needs of city residents within a framework of regional
  • Encourages the use of State incentives for local government action rather than
  • Reforms local government finance structure in a way that establishes a stable revenue base for local government to plan for future growth and provide needed public facilities and
  • Guarantees local funding

Consider opposing policy that:

  • Imposes new unfunded
  • Preempts local
  • Weakens local

The goal of this process is to present a united front from the Mayor’s and Councilmember’s Association, to provide the strongest voice possible in support of city interests.

The Legislative Committee is authorized to prepare letters in either support or opposition for signature by the chair of the Legislative Committee on positions on legislation consistent with the above guidelines with the exception noted below.

Affirmative votes require a supermajority vote (6 of 9) of members. Positions that do not receive an affirmative vote may be presented at the next upcoming Board of Directors meeting for discussion and possible action, by means of a short informational packet with the Board of Director’s agenda and accompanied by a verbal presentation.

Approved by the Board of Directors on August 8, 2013, revised October 13, 2022.

To be retained as an Attachment to the By-Laws.

BY–LAWS OF THE CITY SELECTION COMMITTEE OF THE COUNTY OF SONOMA

In accordance with the provisions of Government Code Sections 50270 and following, the following are hereby established as the By-Laws for the City Selection Committee of Sonoma County (Committee).

  1. Whenever a city selects a new Mayor, the City Clerk shall advise the Clerk of the Committee of the name of the (rev. 3/8/07)
  2. A regular yearly meeting of the Committee shall be held on the second Thursday of February in each year at 6:00 m., or as scheduled to align with the February Association Board of Directors meeting. In order to coincide with the term of the Mayor of each city, the Chair will be selected at the February meeting. (rev. 3/8/07)
  3. Special meetings shall be called at the order of the Chair or upon written request of a majority (5 of 9) of the Committee members, or if a vacancy occurs which must be filled prior to the yearly To enable the Committee Clerk to give notice through the Association Secretary, such a request shall specify the nature of the matters to be considered at the special meeting.
  4. When a Mayor is unable to attend a meeting, the Mayor shall designate another member of the City Council to serve as the representative, by letter delivered to the Committee Clerk through the Association Secretary at the time of such meeting or prior thereto; provided further that if a Mayor is unable to send a letter to the Committee Clerk in time for such meeting, the Mayor may telephone the Association Secretary before the meeting to indicate the name of the representative and thereafter confirm such a telephone call by letter to the Committee Clerk through the Association Secretary. In the absence of such a letter, no one shall be entitled to act as the representative of a By such a letter a Mayor may designate another councilperson to serve either (1) as the representative on all occasions when the mayor is absent, or (2) only for a particular meeting or meetings.
  5. At its regular meeting, the Committee shall choose a Chair and Vice-Chair who shall serve for a term of one (1) For the purpose of selecting the Chair of the Committee, the Committee Clerk shall function as temporary Chair, without vote. Any Mayor or designated representative may nominate any member of the Committee to the office of Chair or Vice-Chair. It shall be necessary to second any nomination. At the conclusion of the nomination process, the members of the Committee shall vote by roll call to determine whether or not any nominee has the vote of a majority of the quorum present. If no person receives a majority, successive votes will be taken until one person receives a majority vote of the quorum present.
  6. In the case of appointments or recommendations for appointment to other agencies, the Chair shall receive nominations which shall be seconded, and shall conduct voting on nominations in the manner described above to the end that a person selected for any office or position shall be selected by a majority vote (5 of 9) of the members of the Before counting the votes, the Committee Clerk shall ask if any Committee member wishes to change their vote.
  7. No action can be taken, except to adjourn the meetings, in the absence of a For such purposes, a quorum shall constitute one more than 50 per cent of the total membership of the Committee.
  8. For the purpose of giving notices of meetings, and mailing other correspondence, each Mayor shall in writing furnish the Committee Clerk, through the Association Secretary, the address the Mayor wishes to use for purposes of receiving In the absence of a written request to the contrary, all notices shall be sent to a Mayor through the Association email list.
  9. All voting shall be on the basis of a roll call of the cities and the Committee Clerk shall record each such The minutes and records of the Committee shall be available for public inspection.
  10. Any meeting of the Committee may be held by teleconference pursuant to Government Code section 54953, and in accordance with the Ralph M. Brown Act.

Rev. 03/08/07, 4/9/09, 10/13/22