BYLAWS OF THE GREATER TOLUCA LAKE NEIGHBORHOOD COUNCIL (As amended August 2006)

ARTICLE I - NAME, PURPOSES, BOUNDARIES, STAKEHOLDERS, AND POWERS
101. Name. The name of this organization is “The Greater Toluca Lake Neighborhood Council” (hereafter referred to as the "Council" or “GTLNC”).
102. Purposes. The purposes of the Council are to: (a) promote more citizen participation in government; (b) make government more responsive to local needs and requests; (c) provide an effective means of contact with municipal departments that provide services to the neighborhood; (d) foster a sense of community for persons to express ideas and opinions about their neighborhoods and their government; (e) provide neighborhood consultation and input regarding planning, zoning, and budgeting priorities; and (f) provide a means for stakeholders to express their collective will to municipal decision makers with regard to issues involving the community .
103. Greater Toluca Lake Area. The area represented by the Council has the following boundaries: North: Camarillo St. (between the 170 Freeway and Vineland Ave., then south on Vineland); Riverside Dr. (between Vineland Ave. and Denny Ave., then north on Denny); Camarillo St. (between Denny Ave. and Cahuenga Blvd., then north on Cahuenga); Margate St. (between Cahuenga Blvd. and the City limit). South: Los Angeles River (between Lankershim Blvd. and the City limit). East: The City limit between the Los Angeles River and Margate St. West: Lankershim Blvd, (between the Los Angeles River and Whipple St.); Whipple St. (between Lankershim Blvd. and Vineland Ave. and including the Weddington Park South and the Rio Vista Elementary School); Vineland Ave. (between Whipple St. and the 170 Freeway) and the 170 Freeway (between Vineland Ave. and Camarillo St.). Shared Jurisdiction: Weddington Park South and Rio Vista Elementary School are under the shared jurisdiction of the Studio City Neighborhood Council and the GTLNC.
104. Governing Body. The governing body of the GTLNC may be referred to as the “Council” or “Governing Board.” The members of the Counsel may be referred to as “members” or “directors.”
105. Stakeholders. The Council shall be diverse, inclusive, and open to all stakeholders. A “stakeholder” is anyone who lives, works or owns property within the boundaries of the Council. The term also includes any individual who participates regularly as a member of a church, nonprofit organization or chamber of commerce located in the Greater Toluca Lake Area, as defined above.
106. Powers. The Council shall have, subject to the limitations of the Plan for a Citywide System of Neighborhood Councils and applicable City, State and Federal laws and regulations, and in compliance with these Bylaws, the power to engage in any legal act or activity for which a neighborhood council may be organized in the City of Los Angeles.

ARTICLE II - ANNUAL ELECTION OF COUNCIL MEMBERS
201. Annual Election. The annual election of Council members will be held during the fourth quarter of each year and at such time, date and place within the Council area as the Council may designate. No business shall be conducted in conjunction with the Annual Election.
202. Qualification to Vote. In order to cast a vote at the annual election, a person must be at least 18 years of age and must provide adequate documentation or other information as reasonably required by the Council of their status as a stakeholder entitled to vote.
203. Notification. The Council shall hold elections in compliance with the citywide Neighborhood Council Election Procedures. To the greatest extent possible and in the interest of achieving the widest participation of stakeholders, stakeholders will be notified of the annual election at least 60 days prior to the election date. The annual election shall be publicized, in part, by posting notices in the Council area and informing local media.
204. Election Committee. At least 180 days prior to the annual election, the Council shall appoint an Election Committee of not fewer than three stakeholders who are not candidates for the upcoming council election. Prior to the election, it will be the duty of the Election Committee to identify a qualified Independent election Administrator (IEA) and call for nominations of candidates for vacant Council seats. The IEA shall be responsible for the administration of the election and a separate Final Decision Maker (FDM) shall be responsible for making a determination regarding any election challenges.
205. Candidate Qualifications. A person does not qualify as candidate unless he or she completes a GTLNC candidate filing form and confirms his or her willingness to serve faithfully for the full term of office. All candidates for Council membership must be stakeholders and 18 years of age or older at the time of election.
206. Election Procedure. An election will be determined by plurality vote, and will be by written ballot. No stakeholder may vote by proxy or may cast more than one vote per candidate.
207. Election Challenges. Newly elected Council members will not be seated pending the final result of a recount or an election challenge. Incumbent members will continue in their duly elected/appointed positions until the election challenge is resolved.

ARTICLE III – COMPOSITION OF THE COUNCIL
301. Composition of the Council. The Council will consist of 25 members. Council members must be stakeholders and at least 18 years of age. Council members must remain stakeholders during their entire term of office.
302. Term of Office. Council membership is staggered. As such, approximately one-third of its membership must be elected each year. Regular terms of office for Council members will be for a period of three years, commencing January 1 and ending December 31. No person having served five full years during two consecutive terms shall be eligible for election for an immediately succeeding third term.
303. Removal of a Council Member. A Council member may be removed: (a) following three unexcused absences from regularly scheduled meetings of the Council during any 12-month period, or (b) for a violation of these Bylaws or any federal, state or local laws applicable to the Council or to the individual as a member of the Council. A petition requesting removal of a member for either of these reasons, signed by three members of the Council or 50 stakeholders, must be sent to the President. The President shall then have the Secretary place the matter on the agenda at the next regular meeting of the Council for a vote by the Council. A vote of “No Confidence” by two-thirds (2/3) of the attending Council members shall be necessary to remove the identified Council member. The Council member who is the subject of the removal action shall not take part in the vote, but shall be allowed to speak at the meeting to the Council prior to the vote. The Board member who is the subject of the removal action shall not be counted as part of the quorum or for determining whether two-thirds (2/3) of the members have voted for removal. If a quorum of the Council is not present to take a vote on removal, the matter shall be placed on the agenda for the next regular meeting, and every meeting thereafter, until such time as a vote is taken.
304. Vacancies. A vacancy on the Council shall be filled by a vote of a majority of the currently occupied Council seats. A stakeholder who is elected to fill a vacancy shall assume office immediately and shall hold office for the remainder of the otherwise vacant term. The Board shall ensure that the Stakeholder selected to fill a position based on a vacancy meets the criteria for that vacant seat. In no event shall a vacant seat be filled where the next Election is scheduled to be held within 60 days from the date of the first application to fill the vacancy.

ARTICLE IV – COUNCIL MEETINGS
401. Regular Meetings. Regular meetings of the Council will be held within the Council area on a regular basis, at least once per calendar quarter, at the time and place fixed by the Council. To the extent permitted by the Ralph M. Brown Act (the “Brown Act”), Council meetings and field trips may occasionally take place outside the GTLNC area.
402. Special Meetings. The President, or in his/her absence the Vice President, or a majority of the Council members may call a special meeting of the Council at any time by delivering written notice to each member of the Council and to each local newspaper of general circulation and radio or television station requesting notice in writing. The notice shall be delivered personally or by any other means and shall be received at least 24 hours before the time of the meeting as specified in the notice. The call and notice shall specify the time and place of the special meeting and the business to be transacted or discussed. No other business shall be considered at the special meeting by the Council. The written notice may be dispensed with as to any member who is actually present at the meeting at the time it convenes.
403. Notice of Meetings. Notice of all meetings of the Council will be given in such manner as the Council may prescribe, in compliance with the Brown Act and the requirements of the Department of Neighborhood Empowerment.
404. Public Comment Periods. Public comment periods will be provided at all regular meetings of the Council so that the public may comment on any specific agenda items or on any other matters. Unless otherwise determined by the Council, the Chair or presiding officer at any regular or special meeting will determine the format and amount of time allowed for public comment.
405. Quorum. A simple majority of the total number of currently occupied Council seats (50% plus one) or five (5) members, whichever is greater, shall constitute a quorum of the Council for the transaction of business. If less than a quorum is present at a meeting, the presiding officer may adjourn the meeting from time to time until a quorum is in attendance. Written notice of the adjournment need not be given to Council members.If the Council lacks a sufficient number of Board members necessary to establish a quorum, then in accordance with current Board of Neighborhood Commissioner policies, the remaining Board members shall be granted limited authority to conduct a public meeting and fill any vacant seats on the Board according to the restrictions or criteria that exist for the seat. The public meeting to re-establish the quorum shall be conducted in accordance with the Brown Act, shall be unanimously attended by each and every existing member on the Board, and any vacant seat shall be filled by a majority vote. No other business shall take place at this public meeting. Until such time as a sufficient number of the vacancies have been filled that reestablishes a quorum, those persons appointed to the vacant seats shall not participate or vote in the filling of vacancies. After the quorum is re-established, the Neighborhood Council may fill or continue filling any vacancies in accordance with the regular appointment procedure contained in these bylaws (Article III, Section 304). If more than 20 seats on the Board are or become vacant, then the remaining Board members shall not be authorized to appoint any vacancies and shall contact the Department of Neighborhood Empowerment for assistance in implementing current policies to re-establish the board.
406. Majority Rule. Every act done or decision made by a majority of the Council members at a meeting at which a quorum is present shall be regarded as the act of the Council, unless otherwise required by these Bylaws or the law.
407. Voting by Proxy. Council members may not vote by proxy.
408. Committees. The Council may establish one or more standing and ad hoc (temporary) committees to accomplish the purposes of the Council. The President also may establish one or more ad hoc committees to address specific issues. The Chair and membership of each Council committee shall be determined by the President, unless otherwise determined by the Council.
409. Stakeholder Communications. The Council shall establish reasonable procedures for communicating with stakeholders on a regular basis in a manner that ensures that information is disseminated throughout the community in a timely manner. Communications may be by flyers, newsletters, news releases, postcards, letters, posted notices, and/or by utilizing the Early Notification System of the City of Los Angeles.

ARTICLE V – OFFICERS
501. Annual Organizational Meeting. Following the certification of the results of the annual election of the Council, an organizational meeting of the Council shall be held for the purpose of electing officers of the Council. The organizational meeting may be held during a regular meeting. The meeting shall be open to attendance by the public, and the members of the Council shall elect their officers by voice vote. The annual organizational meeting shall be held in accordance with the Brown Act.
502. Officers. The officers of the Council shall be a President, one or more Vice Presidents, a Treasurer, a Secretary, and such other officers as shall be approved by the Council. All officers shall be elected by the Council from among their number. Officers shall serve at the pleasure of the Council. The elected officers shall immediately assume their respective offices and serve for a one-year term or until their successors are elected, whichever occurs later Unless an officer resigns or is removed from office by a vote of the majority of the entire Council, officers will hold office until the election of their respective successors.
503. President. The President will: chair all meetings of the Council; represent the interests of the Council before the City Council and City departments, boards and commissions, or delegate such representation as warranted; serve as a spokesperson for the Council in the press and before the public, or delegate that function as warranted; Chair the Executive Committee; establish ad hoc committees; determine who will be appointed to, and who will chair, Council committees unless otherwise determined by the Council; attend or appoint other Council members to attend community group meetings and other functions on behalf of the Council; and perform such other powers and duties as from time to time may be assigned to the President by the Council or these Bylaws. The President may choose to temporarily step down as the Chair of any meeting in order to participate in the debate and vote on any matter before the Council.
504. Vice President. The Vice President will have and exercise all the powers, authority, and duties of the President during the President’s absence. The Vice President also will perform such other duties as are delegated by the President or assigned by the Council. The Vice President may choose to temporarily step down as the Chair of any meeting in order to participate in the debate and vote on any matter before the Council.
505. Treasurer. The Treasurer, in the absence of the President and Vice President, may chair any meeting of the Council. The Treasurer, under the control and direction of the Council, will establish an accounting system which complies with generally accepted accounting principles and will provide and maintain full and complete records of all the assets and liabilities of the Council. Subject to such limitations and control as may be imposed by the Council, the Treasurer will have custody of all funds, valuable papers, and other assets of the Council. Each type of fund or grant will be duly accounted for under separate ledgers. The disbursement of funds will require the signatures of the Treasurer and such other officers as the Council may designate. The Council's financial records and account books will be open and available for inspection by stakeholders and the general public. At the annual meeting, the Treasurer will report to the stakeholders on the Council's finances. In addition, the Treasurer will submit accounting statements to the Department of Neighborhood Empowerment (“DONE”) no less than once and no more than twice during each fiscal year, the dates of which will be prescribed by DONE.
506. Secretary. The Secretary shall keep or cause to be kept at the office of the Council or such other place as the Council may designate full and correct records of all Council meetings, agendas, correspondence, member and committee lists, notices, and other Council documents. Meeting minutes shall include motions/seconds/votes and other decisions of the Council. Although minutes shall include a brief description of what was discussed, they need not contain a description of any debate leading up to any motion or vote by the Council. The Secretary shall prepare a notice of all Council meetings and shall arrange, directly or through a committee of the Council, to provide notice of meetings in compliance with these Bylaws and the Brown Act. The Secretary shall perform such other duties as may be directed by resolution of the Council.
507. Assistant Secretary. The Assistant Secretary (if any) shall assist the Secretary in preparing and disseminating notices of meetings and minutes, and shall take such other actions as may be delegated by the Secretary.
508. Council Representatives. The Council has an inherent interest in many issues which transcend its boundaries. As such, the Council may participate in wider-ranging political processes, meet with other groups, and enter into agreements with other neighborhood council organizations. Unless otherwise determined or designated by the Council, the President may designate one or more members or stakeholders to attend and participate on behalf of the Council in such meetings and organizations.

ARTICLE VI - COMPLIANCE AND MEETING PROCEDURES
601. Compliance with Law and Regulations. The Council and its members will comply with all applicable Federal, State and Municipal laws, including the Brown Act, the GTLNC Code of Conduct, and the rules and regulations for the conduct of neighborhood councils, as promulgated by the Department of Neighborhood Empowerment.
602. Non-Discrimination. All community stakeholders shall be encouraged to participate in GTLNC activities. The Council shall not discriminate in any policies, recommendations or actions against any individual or group on the basis of race, religion, color, creed, national origin, ancestry, sex, sexual orientation, age, disability, marital status, income, or political affiliation.
603. Meeting Procedures. Except as set forth below, and unless suspended by a vote of the Council, Roberts Rules of Order (Revised) shall be the parliamentary authority at meetings of the Council, to the extent the Brown Act is silent. Motions before the Council shall generally proceed, as follows: (a) Prior Discussion. At the discretion of the Chair, discussion on a matter may occur before a motion is made. (b) Presentation by the Moving Party. The presenter of the motion may make a brief statement, summarizing the issue and the salient points for discussion. (c) Motion and Second. The moving party states the motion (e.g., “I move that . . .”). The motion must be seconded by another member of the Council in order to move forward (e.g., “I second the motion”). (d) Comments by the Council. Once the motion is made and seconded, the Chair will “state the question” (i.e., restate the motion, “It has been moved and seconded that . . .”) and call for comments by Council members. The Chair will determine the order of the speakers. Speakers should address their remarks to the Chair, although the Chair may allow limited and relevant questions to be presented to the moving party (e.g., to clarify aspects of the motion). Members should not engage in a dialogue with the moving party or other Council members, unless specifically authorized by the Chair. No member may speak twice to the same issue until every other member wishing to speak has spoken to it once. The Chair may call upon the moving party at any time to respond to questions or address comments made by Council members. (e) Public Comments. Following discussion by the Council, the Chair will call for comments by the public. Each speaker generally will be limited to three minutes, although the Chair may choose to extend that period for any person. The public comment period is not meant to be a dialogue between stakeholders and the moving party or other members of the Council. The Chair may extend or limit the period of public comment and individual comments depending on the number of speakers, the time allocated for the meeting, the number of agenda items, the complexity of each item, and other circumstances. (f) Friendly Amendments. Once a motion has been made and seconded, the maker of the motion may elect to amend the motion (e.g., at the suggestion of another member). This can be done before or after the Chair states the question. If the motion is amended, it must receive a new second in order to move forward to a vote. If seconded, the Chair will restate the motion, as amended, and may allow further comments from the Council and/or the public on the motion, as amended. If an amended motion does not receive a second, the maker may either proceed with a vote on the original motion or may withdraw the motion. (g) Conflicts of Interest. Persons who have a conflict of interest in connection with any motion shall make that conflict known to the Council prior to any vote and shall abstain from any discussion and voting on the motion. A record of the notice of conflict and the member’s abstention on the vote shall be noted in the minutes of the meeting. (h) Closing the Debate and Voting. Any member of the Council may move to close the debate or to limit the number or length of comments. Otherwise, the Chair may ask for closing remarks (if any) from the moving party and/or may “put the question” (i.e., call for a vote) following the comment period (e.g., “All those in favor of the motion, please raise your hands”). The Chair may call for a voice vote or a show of hands. (i) Record of Votes. The number of votes favoring, opposing, and abstaining on a motion will be announced by the Chair and included in the minutes of the meeting. (j) Presiding Chair. The presiding Chair may not enter into the debate of any motion before the Council, except to suggest that a particular motion or second be made by a member of the Council, to seek clarification of the motion, or to request information. The presiding Chair may not vote on any motion before the Council unless his or her vote would affect the outcome, in which case (s)he can either vote and affect the outcome or abstain from voting. The Chair shall be counted in the number of members present in determining whether there is a quorum. (k) Unanimous Consent. In situations where there appears to be unanimity on a matter before the Council, the Chair may ask if there is any objection to a proposed action (e.g., “Is there any objection to . . .”). If there is no objection, the Chair can disregard the steps of stating the question and putting the question to a formal vote (“Since there is no objection, then . . .”). These meeting procedures may be amended, suspended and/or supplemented from time to time by a vote of the Council.

ARTICLE VII - REVIEW PROCEDURES
701. Petition to Reconsider Procedure. Any stakeholder may petition the Council to reconsider any matter on which the Council has previously taken an action. The petition must be submitted to the Council in writing prior to the regular meeting of the Council next following the meeting at which the Council action was taken. The petitioning stakeholder shall be afforded an opportunity to address the matter in person before the Council. The matter shall not be reconsidered unless a majority of the Council members vote affirmatively to take up the matter.
702. Grievance Procedure. An individual stakeholder or group of stakeholders shall have a right to assert a grievance with respect to any act by the Council or any member of the Council. Grievances shall be handled in a manner that is consistent with rules and regulations adopted by the City of Los Angeles through its Charter, its ordinances, and the rules as communicated by its agencies, including the Department of Neighborhood Empowerment. Disagreement with legitimately determined policies or positions of the Council shall not be considered a grievance for the purposes of this section. An allegation that the Bylaws, the Charter Plan or any other local, state or federal law has been violated shall be the legitimate subject of the grievance procedure system. For this purpose, the stakeholders at the annual meeting shall elect a Grievance Committee, consisting of three persons, none of whom shall be a member of the Council. A vacancy on the Grievance Committee may be filled temporarily by the Council, but that position shall be filled by election by all stakeholders at the next regularly scheduled meeting of stakeholders. Persons who wish to claim a grievance may do so by communicating with any member of the Grievance Committee, and the Grievance Committee shall invite the persons claiming a grievance to present arguments and evidence, which may include testimony, to the Committee. The Grievance Committee shall act to hear a grievance within 30 days of the initial communication and shall prepare a report and recommendation to the Council to be presented at its next meeting, or at least no later than the following meeting. The Grievance Committee may on its own volition communicate its findings directly to the Department of Neighborhood Empowerment in addition to reporting to the Council. The Council shall include Grievance Committee reports in its agenda and shall hear the reports in a timely manner as described above. An aggrieved stakeholder may appeal a decision by the Grievance Committee to DONE.

ARTICLE VIII - AMENDMENT 801. Amendment. Any Council member or stakeholder may propose amendments to the Bylaws during any regularly scheduled Council meeting. The President shall direct the Secretary to include the proposed amendment on the agenda of the next duly scheduled meeting of the Council for discussion and potential action. Proposed Bylaw changes require a two-thirds (2/3) vote of the Council members in attendance. No amendment shall become effective until it is approved by the Department of Neighborhood Empowerment.