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Item 4F - MemoCity of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork M E M O R A N D U M December 06, 2022 To: From: Subject: Shana Yelverton, City Manager Major Youngblood, Assistant to the City Manager Item 4F: The purpose of this item is to seek City Council approval of the Alliance for Community Engagement bylaws. On November 14, 2022, the Alliance for Community Engagement committee recommended that the bylaws be approved by City Council. Action Requested: City Council approval of Alliance for Community Engagement bylaws Background Information: The purpose of this item is to seek City Council approval of the Alliance for Community Engagement bylaws. On November 14, 2022, the Alliance for Community Engagement committee recommended that the bylaws be approved by City Council. City Council approved Ordinance No. 1263 to establish the Alliance for Community Engagement during the August 16, 2022, City Council meeting. The ordinance that established the Alliance for Community Engagement requires City Council to approve the proposed bylaws before they can be adopted by the committee. The proposed bylaws meet all the requirements outlined in the committee's enabling ordinance. The proposed bylaws specify how meetings shall be governed, outlines the frequency of regular meetings, specifies the manner for calling and holding special meetings, defines what makes a quorum, addresses absences, and specifies how minutes are to be filed with the City Secretary's Office. Financial Considerations: None Strategic Link: This item links to the City’s Strategy Map strategic focus areas of Partnerships & Volunteerism and Performance Management. It specifically relates to the City’s Corporate Objectives, C5: Promote opportunities Shana Yelverton, City Manager Meeting Date – December 6, 2022 Page 2 of 2 City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Objectives, C5: Promote opportunities for partnerships & volunteer involvement, C6: Enhance the sense of community by providing excellent customer service and citizen engagement opportunities, B2: Collaborate with select partners to implement service solutions, B4: Provide high- quality services through sustainable business practices, F1: Adhere to financial management principles & budget, L1: Ensure our people understand the strategy & how they contribute to it. The Alliance for Community Engagement committee recommends approval of the proposed bylaws. The proposed bylaws has been reviewed by the City Attorney’s Office. 1.Take no action at this time and delay the approval of bylaws. 2.Make amendments to the bylaws. Citizen Input/ Board Review: Legal Review: Alternatives: Supporting Documents: Alliance for Community Engagement Bylaws and Ordinance No. 1263 Staff Recommendation: Council approval of the proposed bylaws. PAGE 1 BYLAWS OF ALLIANCE FOR COMMUNITY ENGAGEMENT ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose. The Southlake City Council established the Alliance for Community Engagement to act as an advisory board to the City Council and to serve as a focus group for staff on matters relating to community engagement. Section 1.2 Powers. In the fulfillment of its purpose, the Committee shall be governed by Ordinances No. 1263, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 2.1 Powers of Board. The affairs of the Committee shall be managed and controlled by a Board of Directors (the “Board”) under the guidance and direction of the Southlake City Council and, subject to the restrictions imposed by law, and by these Bylaws, the Board shall exercise all of the powers of the Committee. Section 2.2 Number. The Board shall consist of twelve (12) directors, each of whom shall be appointed by the City Council (the “City Council”) of the City. All twelve (12) directors shall be residents of the City. Section 2.3 Term of Office. The directors appointed by the City Council shall be appointed for two-year terms of office and shall be eligible for reappointment at the end of the first and second successive terms. Places 1, 3, 5, 7, 9 and 11 shall be appointed in odd-numbered years and Places 2, 4, 6, 8, 10, and 12 shall be appointed in even-numbered years. Each member of the Board shall serve until a successor is appointed as hereinafter provided. Section 2.4 Initial Board. The directors constituting the first Board shall be those directors appointed by the City Council (the “City Council”) of the City. Section 2.5 Vacancy. In case of a vacancy on the Board for any reason, the City Council shall appoint a successor to serve the remainder of the unexpired term. Section 2.6 Meetings of Directors. Regular meetings shall be held at a minimum, once each quarter. The directors shall adopt a regular meeting schedule each calendar year. The directors shall hold their meetings in the Town Hall building or other designated public meeting area as the Board may from time to time determine. Members not planning to attend a regular meeting, joint meeting, or special meeting shall notify the staff liaison or chair of the committee by 12:00 o'clock noon of the meeting day. Any member with unexcused absences from two (2) consecutive meetings or not exhibiting interest in the work of the committee shall be reported to the City Council, as outlined in the Board and Commission Manual. The City Council may, at its discretion, remove the committee member and appoint a replacement. Section 2.7 Notice of Meetings to Board Members. Regular meetings of the Board shall be held without the necessity of notice to directors. Special meetings of the Board shall be held whenever called by the Chair, by the secretary, by three directors, by the Mayor of the City, or by PAGE 2 a majority of the City Council. Except in the case of an emergency, special meetings require three (3) days notice to each director, either personally or by mail or electronic mail if the director has provided the City with a current electronic mailing address. Mailed notice shall be deemed to be sufficient if given by depositing the same in a post office box with a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Section 2.8 Waiver of Notice. Attendance of a director at a meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board need be specified in the notice to directors or waiver of notice of such meeting, unless required by the Board. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 2.9 Texas Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public in accordance with the Texas Open Meetings Act, Chapter 551, Texas Government Code, as amended. Section 2.10 Quorum. A majority of the current membership of the board (any vacancies not to be counted) shall constitute a quorum for the conduct of the official business of the Committee. The action of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the action of the Board and of the Committee, unless the action of a greater number is required by law. Section 2.11 Conduct of Business. At the meetings of the Board, matters pertaining to the business of the Committee shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. The chair shall be a voting member of the Board. At all meetings of the Board, the chair shall preside, and in the absence of the chair, the vice chair shall exercise the powers of the chair. The secretary of the Committee shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 2.12 Compensation of Directors. Directors shall not receive any salary or compensation for their services. However, they shall be reimbursed for their actual expenses incurred in the performance of their duties thereunder, including but not limited to the cost of travel, lodging, and incidental expenses reasonably related to the committee duties of the Board. Travel expenses incurred by directors for both regular and special meetings are not eligible for reimbursement. Section 2.13 Committees of the Board. The Board may designate two (2) or more directors to constitute an official committee of the Board to exercise such authority, as approved by resolution of the Board. It is provided, however, that all final, official actions of the Committee may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the committee. ARTICLE III OFFICERS PAGE 3 Section 3.1 Officers and Terms Established. The officers of the Committee shall be a chair, a vice chair, a secretary, and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except that the chair shall not hold the office of secretary. Officers shall be elected for terms of one (1) year with the right of an officer to be reelected after the first and second successive terms. Section 3.2 Removal. All officers shall be subject to removal from office at any time by a vote of a majority of the City Council. Section 3.3 Vacancy. A vacancy in the office or any officer shall be filled by a vote of a majority of the directors. Section 3.4 Powers and Duties of the Chair. The Chair shall preside at all meetings of the committee in accordance with the Board and Commission Manual and perform all duties incident to the office of Chair and such other duties as may be prescribed by the committee and the City Council. Section 3.5 Vice Chair. The Vice Chair shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the chair during that officer's absence or inability to act. Section 3.6 Secretary. A City employee may be appointed to carry out the administrative duties of the secretary. The secretary shall file minutes from each meeting with the City Secretary, shall give and serve all notices, and shall perform all duties as from time to time that may be assigned to him/her by the Chair or the committee. In absence of the Chair and Vice Chair, or in the event of their inability or refusal to act, the Secretary shall exercise the powers of the chair during that officer's absence or inability to act. In the absence of the Secretary, the Chair or acting Chair shall designate a member to perform the duties of the Secretary. Section 3.7 Staff Liaison. The city manager of the City of Southlake shall designate a staff member to provide administrative support services for the committee and perform duties as prescribed by Board and City Council. Section 3.8 Qualifications. The secretary shall be named from among the members of the Board. Any assistant secretaries may, at the option of the Board, be persons other than members of the Board, or they may be employees of the City. Section 3.9 Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their official duties as officers. ARTICLE IV FUNCTIONAL COMMITTEE DUTIES AND REQUIREMENTS Section 4.1 Alliance for Community Engagement Committee Plan. (a) Serve in accordance with the provisions of the Board and Commission Manual. PAGE 4 (b) Provide the City Council with recommendations on methods to improve the city’s communication programs that provide the public with balanced and objective information related to City issues and policies. (c) Provide the City Council with recommendations on opportunities to engage with and consult community members on matters of public policy and city services. (d) Serve as a focus group for city staff to provide recommendations and feedback on communication initiative proposals. (e) Provide the City Council with recommendations on methods to enhance public involvement in the city’s decision-making process, city events, and other opportunities designed to enhance the sense of community. (f) Provide the City Council with recommended improvements on the City’s use of citizen groups that assist in the decision-making process. (g) Provide the City Council with recommendations to support grassroots neighborhood engagement, community events, and community spirit. (h) Provide the City Council with recommendations to enhance public involvement with and information dissemination regarding election propositions, such and bond elections and Charter amendments. (i) Provide the City Council with an annual report on the committee accomplishments. (j) Perform such other advisory tasks as are delegated to it by the City Council. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1 Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the chair or secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation. Section 5.2 Approval or Advice and Consent of the City Council. To the extent that these Bylaws refer to any approval by the City or refer to advice and consent by the Council, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the City Council. Section 5.3 Indemnification of Directors, Officers and Employees. As provided in the Act and in the Certificate of Formation, the Committee is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. The Committee shall indemnify each and every member of the Board, its officers, and its employees, and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all PAGE 5 liability or expense, including attorneys fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Committee. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 6.1 Effective Date. These Bylaws shall become effective upon the occurrence of the following events: (a) the approval of these Bylaws by the City Council; and (b) the adoption of these Bylaws by the Board. Section 6.2 Amendments to Bylaws. The committee may amend these bylaws, and may adopt new bylaws at the committee's discretion, with approval from the City Council. This ordinance shall be cumulative of all provisions of ordinances of the City of Southlake, Texas, except where the provisions of this ordinance are in direct conflict with the provisions of such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. CERTIFICATION I hereby certify that the foregoing Bylaws are the true and correct Bylaws of the Committee as adopted by the Alliance for Community Engagement Committee on the ______ day of ___________________, 2022. ____________________________________ Amy Shelley, City Secretary ORDINANCE NO. 1263 AN ORDINANCE AMENDING DIVISION 2, "COMMUNITY ENGAGEMENT COMMITTEE (CEC)," OF ARTICLE V, "BOARDS, COMMISSIONS AND COMMITTEES," OF CHAPTER 2, "ADMINISTRATION;" TO REMOVE THE COMMUNITY ENGAGEMENT COMMITTEE (CEC) AND CREATE THE ALLIANCE FOR COMMUNITY ENGAGEMENT; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION AS REQUIRED BY LAW; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake is a home rule city acting under its charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code; and WHEREAS, the City Council of the City has previously enacted ordinances creating various boards, commissions, and committees; and WHEREAS, these boards, commissions, and committees advise the City Council on matters related to City policies, planning and programming, and/or fulfill statutory responsibilities of the City; and WHEREAS, the City Council has determined the Community Engagement Committee is no longer necessary as a stand-alone committee; and WHEREAS, the City Council now deems it advisable and necessary to disband the Community Engagement Committee and create the Alliance for Community Engagement. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, THAT: Section 1. Division 2, "Community Engagement Committee (CEC)," of Article V, "Boards, Commissions and Committees," of Chapter 2, "Administration," is hereby amended to read as follows: DIVISION 2. — ALLIANCE FOR COMMUNITY ENGAGEMENT Sec. 2-166. Creation of Alliance for Community Engagement. There is hereby established the Alliance for Community Engagement for the City, hereinafter referred to as the "committee," which is created to foster meaningful communication and engagement between the community and the City of Southlake to strengthen municipal transparency, public involvement and collaboration, and to enhance community spirit. Ordinance No. 1263 Sec. 2-167. Number of members, qualifications, and terms. a) The committee shall consist of twelve citizens of the City, who shall be appointed by a majority vote of the City Council for two-year terms. Terms shall commence on October 1 and expire on September 31. b) Places on the committee shall be numbered one through twelve. Members appointed to odd -numbered places shall be appointed in odd -numbered years and members appointed to even -numbered places shall be appointed in even - numbered years, provided, however, that the initial term of the odd -numbered places shall be one year. Members shall serve until their successors are appointed, without compensation. c) Members serve at the pleasure of the City Council. d) Vacancies on the committee are to be filled by appointment by the City Council for the length of the unexpired term. e) Vacancies on the board are to be filled by appointment by the City Council for the length of the unexpired term. f) Annually, within 30 days after appointment of new members, staff will provide and all members will complete the orientation and training requirements outlined in the Board and Commission Manual. Sec. 2-168. Meetings and by-laws. a) City Council shall select from the members a chairman and vice-chairman who shall serve for one-year terms, and thereafter until their successors are appointed. b) The committee shall select from the members a secretary, for one-year terms, and thereafter until their successor is appointed. c) The committee shall establish by-laws, which shall be kept on file in the city secretary's office and shall govern the meetings of the committee. The committee may amend such by-laws, or adopt new by-laws, as the committee determines is appropriate to best govern holding its meetings, provided that any amendments of new by-laws shall be effective only after being approved by resolution or ordinance of the City Council. The committee's by-laws shall be consistent with state law, the City Charter, the City Code, and the Board and Commission Manual, and shall, at a minimum, encompass the following matters: Ordinance No. 1263 2 1) Regular meetings shall be held, at a minimum, once each quarter. 2) Specify the manner of holding and calling of special meetings. 3) Majority of members shall constitute a quorum. 4) Members not planning to attend a regular meeting or special meeting shall notify the staff liaison or the chair of the committee by 12:00 o'clock noon of the meeting day. 5) Any member with unexcused absences from two consecutive meetings or not exhibiting interest in the work of the committee shall be reported to the City Council, as outlined in the Board and Commission Manual. The City Council may, at its discretion, remove the committee member and appoint a replacement. 6) Minutes of each meeting shall be filed with the City Secretary. Sec. 2-169. Duties and Responsibilities. shall: The duties and responsibilities of the committee are advisory in nature. The committee a) Serve in accordance with the provisions of the Board and Commission Manual. b) Provide the City Council with recommendations on methods to improve the City's communication programs that provide the public with balanced and objective information related to City issues and policies. c) Provide the City Council with recommendations on opportunities to engage with and consult community members on matters of public policy and city services. d) Serve as a focus group for city staff to provide recommendations and feedback on communication initiative proposals. e) Provide the City Council with recommendations on methods to enhance public involvement in the city's decision -making process, city events, and other opportunities designed to enhance the sense of community. f) Provide the City Council with recommended improvements on the City's use of citizen groups that assist in the decision -making process. g) Provide the City Council with recommendations to support grassroots neighborhood engagement, community events, and community spirit. Ordinance No. 1263 3 h) Provide the City Council with recommendations to enhance public involvement with and information dissemination regarding election propositions, such and bond elections and Charter amendments. i) Provide the City Council with an annual report on the committee accomplishments. Q) Perform such other advisory tasks as are delegated to it by the City Council. Sec. 2-170. Staff liaison. A staff liaison shall be designated by the city manager to work with the committee in accordance with the Board and Commission Manual. Sec. 2-171 — 2.216. Reserved." Section 2. Severability It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs, and section of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. Section 3. Cumulative Clause This ordinance shall be cumulative of all provisions of ordinances and of the Code of Ordinances of the City of Southlake, Texas, as amended, except where the provisions of this ordinance are in direct conflict with the provisions of such ordinances and such Code, in which event the conflicting provision of such ordinances and such Code are hereby repealed. SECTION 4. Savings Clause All rights and remedies of the City of Southlake are expressly saved as to any and all violation of the provisions of the Code of Ordinances of the City of Southlake, as amended, relating to false alarms and alarm systems or any other ordinances affecting alarm systems which have accrued at the time of the effective date of this ordinance; and, as to such accrued violations and all pending litigation, both civil and criminal, whether Ordinance No. 1263 4 pending in court or not, under such ordinances, same shall not be affected by this ordinance but may be prosecuted until final disposition by the courts. Section 5. Publication The city secretary of the City of Southlake is hereby directed to publish this ordinance to the extent required by law. Section 6. Effective Date This Ordinance shall take effect immediately from and after its passage and approval, and it is so ordained. 4Z,A'TD AND APPROVED ON FIRST READING ON THIS DAY OF 2022. M Y R J N -A ATTE C6 ( L Q ems.. CITY SE60E Y •• 4 PASSED AND APPROVED ON SECOND READING ON THIS LSO DAY OF U. , 2022. M dR ATTEST: Ordinance No. 1263 5 CITY C TARY EFFECTIVE: :4 00 APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY Ordinance No. 1263 6