Review of minutes of previous meeting

• The minutes of the meeting held on 10/22/06 were accepted as circulated by email.

Agenda review

• Agenda was reviewed and agreed upon by the attendees, with the caveat that the main item of business was to discuss and act on the Report of the Bylaws Committee.

BOARD PRIORITIES/MAJOR DISCUSSION ITEMS

• Neighborhood traffic calming trial

• John Mark proposed that we host a public forum in December, to provide information on the traffic calming trial, and to solicit feedback from the public.
• Andrea suggested having a group leader per circle to lead ÒAdopt a circleÓ efforts.
• o Once a date and location has been set, information will be disseminated via e-news and flyers around the neighborhood.
• Other items on the agenda were deferred to the next meeting.

Bylaws Committee recommendations

• Ken Van Vleck summarized the work of the Bylaws Committee beginning last June. Members of the committee were Greg Tanaka, Brent Barker, Fred Balin, Kathy Durham, Dan Kaleba, and Ken Van Vleck.
• Ken reviewed the document entitled "Resolution of the CTRA Bylaws Committee to the Board of Directors, October 22, 2006", which was unanimously approved by the Bylaws Committee.
  • The committee had reviewed the bylaws of other neighborhood associations, suggestions from residents and applicable state law.
• Changes recommended to the Bylaws (other than correcting typos) were:
  • Article II, section C: Specifying that board members would be elected individually, i.e. no shared positions.
  • Article IV, Section D: Deleting the clause "with the exception of the officers elected for 2001 who shall begin their terms immediately upon election" since it no longer applies.
  • Article VII, section A: Adding the sentence "Any member may ask the board to consider calling a general meeting."
• Fred Balin offered a few clarifications on the resolution document.
  • There were two types of proposed changes:
    • Recommendations for changes to the bylaws (Section II)
    • Recommendations for the board to consider regarding policies and procedures (Section III)
  • One key change in Section II is that officers would be elected individually. The current practice of allowing people to share positions (Social Coordinators, Government/University Observers) would be discontinued.
• Greg noted that the CTRA bylaws are the equivalent of a constitution, which would be amended relatively infrequently. Recommendations for board action in the process section are more like the laws made by a legislative body, which are more fluid and subject to change.
• Ken discussed the issue related to conflict of interest.
  • He pointed out that aligning our conflict of interest policies with those of the California Fair Political Practices Act would require board members to disclose personal information (such as financial holdings) in order to determine conflict of interest situations. The law does make specific exclusions for neighborhood associations relating to conflict of interest.
  • The compromise proposed for the Board's consideration by the Bylaws Committee was "Any board member with a conflict of interest on an issue shall not participate in the discussion or vote on that issue."
  • The language proposed was taken from the bylaws of the Palo Alto Charleston Meadows Neighborhood Association. This was the only Palo Alto neighborhood association with any statement on conflict of interest in its bylaws.
• Andrea said that CTRA board members could recuse themselves if they felt that any decision before the board presented a conflict of interest situation.

  Public Comments

• There were some comments about the level of support the committee has for the recommendations.
• Colin Mick said that he wanted to see a specific statement on conflict of interest, and that anyone should have the right to challenge a board member regarding conflict of interest. Further, there should be a process to resolve such an issue.
• Fred Balin commented that some of the recommendations did not go far enough, for example, he would propose a referendum process which would allow a group (more than 50 people) to challenge a board resolution, and put it to a vote at a general meeting.
• Ken pointed out that the board was an elected body, elected to make decisions on behalf of the association. And at the end of the year, the residents can vote any of the board members out of office. This is the definition of representative government, not having the residents go back to second guess every decision. .
• Alexandra commented that making things too complex would discourage people from volunteering to serve on the board of neighborhood associations.
• Colin noted as a devil's advocate that from 1973 through the 1980's, when there had been no formal association process with elections, the neighborhood had always managed to organize an appropriate response to acute problems that emerged (examples: negotiating for the street barriers; dealing with the rapist, opposing the plan to cover Peter Coutts hill with houses and dealing with the Ryan Labs issue).

  Board Action

• Greg asked the board members if there was further discussion or if they were ready to vote on the recommendations.
• John Mark made a motion to approve all the recommendations in the October 22nd Bylaws Committee document. Motion was seconded by Erika Enos.
  • It was noted that the proposed amendments to the bylaws in Section II would go to the membership for approval, while the Section III recommendations would be taken up at future board meetings.
  • Motion carried unanimously.
• The board voted to formally dissolve the bylaws committee. Motion carried unanimously.

The December meeting will be held on Sunday 12/17, at 7:30pm and board members are encouraged to bring treats from whatever holiday tradition they wish to share.

The meeting was adjourned at 5:00 p.m.

Respectfully submitted,
Arun Sastry, Secretary