Bylaws Update

The Bylaws Update Committee’s work came to a close when the LJCPA Members and Trustees discussed, amended, and adopted new Bylaws and Operating Procedures on January 4, 2024. There are links to the final versions, which are now in force, on this website’s Bylaws and Governance page.

At their November meeting the LJCPA Trustees endorsed the Bylaws Update Committee’s recommendation to finalize the Bylaws, Operating Procedures (OP), and Community Participation and Representation Plan (CPRP) so that LJCPA can seek recognition for LJCPA as the Community Planning Group for La Jolla under the City’s revised Policy 600-24. The Bylaws Update Committee comprises Greg Jackson (chair), Suzanne Baracchini, Brian Earley, Lisa Kriedeman, Jodi Rudick, and Bob Steck.

A list of issues that arose at and since the November meeting appears further down this webpage. The current drafts of three documents and a summary “Editor’s Notes” document are available online:

In the draft Bylaws and Operating Procedures, provisions that have been modified to comply with 600-24 are highlighted in yellow, and provisions that have been modified to help LJCPA operate more smoothly are highlighted in green.

Comments At & Since the November Meeting

Based on comments received at the meeting and from the public, below are comments on issues that have triggered discussion.

Trustee Quotas (Bylaws Article III, OP Section 4.2)

There were suggestions that LJCPA limit how many Trustees can be professionally involved with land use and project development–for example, architects, engineers, and/or real-estate brokers. Some argued that no such individuals should be eligible to serve, others argued that such individuals bring useful expertise. The Committee proposed no such restrictions, since (a) presumably elections enable the Members to make such choices and (b) such restrictions and quotas might violate 600-24 in that they improperly restrict members’ rights to be candidates, and may violate the “no slates” requirement.

Conflict of Interest (Bylaws Item III.1, OP Sections 2.2-2.4)

In order to comply with the City’s requirement for expanded ethical provisions, the Committee expanded the current “direct financial interest” criterion to “direct financial, professional, or personal interest”, and from the individual Trustee to the Trustee’s family.

Appeals (OP Part 6)

Currently LJCPA is required to file appeals when the City grants permits in spite of LJCPA’s “findings cannot be made” recommendations. Such appeals have almost invariably failed, even though they involve substantial effort. Moreover, in the future appeals will require appeal fees. The Committee recommends that LJCPA appeal City decisions only when one or more individuals accept responsibility for (i) preparing and (ii) paying for the appeal, and (iii) the Trustees vote to proceed.

Online Voting (OP Section 4.5-4.6)

The Committee proposes that the Elections Committee be authorized to implement secure online voting mechanisms for Trustee elections, subject to approval by the Trustees. This provision merely enables online voting; it does not require it.

Posting (Bylaws Article IV)

City and State rules require agendas for LJCPA Trustee meetings to be posted 72 hours before the meeting. There have been suggestions that this period be lengthened, and that materials relevant to agenda must be posted publicly at the same time. The Committee believes that these suggestions are sound and permissible, but they are for the Officers to implement and need not be addressed in Bylaws or OP.

Consent Agenda (OP §3.1.2-3.1.4)

The Committee proposes that items can be “pulled” from the Consent Agenda (i) only by Trustees (ii) attending the meeting, and that (iii) such “pulls” must cite specific Code or Plan provisions the permit review committee (DPR or PRC) failed to consider properly. The Committee’s proposal seeks to ensure that the Consent Agenda is used properly, as a mechanism to avoid unnecessary discussion, rather than as a mechanism to arbitrarily delay approval of projects, as has often been the case recently.

Minutes (OP Section 3.5)

There have been suggestions that minutes should be much more detailed than currently, perhaps striking a better balance between current practice (recording votes and a summary of issues) and verbatim rendering. An alternative would be to require that meetings be recorded, as was the case during the pandemic, but that might require equipment or facilities not currently available. The Committee believes these issues should be decided by the Secretary, since that is who must carry out requirements.

Meeting Broadcasts (Bylaws Article IV, OP Part 3)

The Brown Act requires that Trustees attend meetings in person, but allows for them to be broadcast by Internet or other means. There have been suggestions that such “broadcast meetings” be required in OP. The Committee believes such broadcast meetings would be valuable, but that since they are already permitted this is a matter for Officers to address and need not be addressed in Bylaws or OP.

Committee Hierarchy (OP Section 3.2)

Some projects and issues require review by more than one LJCPA committee–DPR and PDO, for example, or DPR/PRC and T&T, or sometimes all four. Currently all such reviews come to the Trustees, who then deal with any conflicts among the recommendations. Some have suggested that recommendations from one committee should automatically supersede recommendations from other committees. The Committee believes that how competing recommendations from Committees are balanced should be for Trustees to decide without Bylaws or OP constraint.

Committee List, Names, & Appointments (OP Sections 5.3-5.4)

To ensure that those who serve on LJCPA or Joint Committees and Boards are covered by City indemnification, all individuals named to such committees appointed by the President and/or other entities and the Trustees must then ratify all those appointments, regardless of the Committee or Board’s origins or charter. Individuals not ratified by the Trustees may not be covered by City indemnification. The current list of committees includes some that may no longer exist, and these should be removed. Also, many find the labels for DPR and PRC confusing, and would prefer labels that more clearly indicate their function and jurisdiction. However, it has been hard to come up with labels that are not either cumbersome or equally confusing.

Committee Term Limits (OP 5.1)

Some have suggested that there be term limits for Committee/Board membership. However, committees and boards build expertise and experience over time, and term limits might interfere with this without adding value. Trustees can simply refuse to ratify committee members if Trustees believe this is advisable.

Committee Vacancies (OP §5.1.1)

The Committee suggests that the President be empowered to appoint and the Trustees to ratify individuals to fill seats ordinarily appointed by other entities if those entities fail to do so.

“Track Changes” (general)

Some argue that LJCPA can comply with 600-24 and make other necessary changes through relatively minor changes to the existing Bylaws–the kinds of editorial changes where Word’s “track changes” setting works well. However, since the Bylaws required major rearranging, splitting into two documents, and more extensive modification, “track changes” would simply show that everything has changed. Instead, the Committee has summarized its proposed substantive changes by highlighting the changed sections in the documents and listing the changed items in Editor’s Notes.

Officer Duties (Bylaws Item III.2)

The Bylaws outline the responsibilities of different Officers in general terms. Some have suggested that OP should detail the specific tasks associated with those responsibilities. The Committee believes these specifics be for each year’s Officers to discuss and agree on, and need not be fixed in OP.

Additional links:

Background

The City Council recently amended the most important set of rules governing LJCPA’s role in the review of projects and land-use policy, known as City Council Policy 600-24. If we are to continue formally advising the City, the amended Policy 600-24 (link listed below) requires us to change some policies and procedures, especially with regard to membership, elections, outreach, representation, and ethical standards. These changes require amending our Bylaws.

The LJCPA Trustees have appointed an ad hoc committee to draft revised Bylaws and associated documents for Trustee review. The committee comprises Greg Jackson (chair), Suzanne Baracchini (ex officio), Brian Earley, Lisa Kreideman, Jodi Rudick, and Bob Steck.

The 2016 Bylaws are structured and numbered inconsistently. As an initial step, the Committee renumbered and somewhat rearranged them, with no changes to the body text or substance. The Committee will work from the renumbered version (linked below).

The principal changes required by the new City policy are

  • Create separate “Operating Procedures” to implement Bylaws principles and provisions
  • Remove meeting-attendance requirements for Members to vote and become Trustee candidates
  • Remove renewal requirement for Members
  • Modify term limits provisions to allow 9 years of continuous service for Trustees, and require 1 year before termed-out Trustees can run again
  • Require that Trustee recommendations on projects be submitted to the City within 7 days of the Trustee vote
  • Require that Trustees repeat 600-24 training once a year
  • Expand conflict of interest and other ethical requirements for Trustees
  • Create “Community Participation and Representation” plan to promote and document Trustee representativeness in terms of key demographic or community attributes

The current Bylaws are in many respects dated and/or overly restrictive. This thus seems a good time also to consider amendments to eliminate obsolete provisions, to update policies and practices for greater efficiency and effectiveness, or to otherwise modernize LJCPA governance. Among such possible changes are

  • Remove references to specific meeting, voting, and posting locations
  • Remove paper or US Mail requirements for Agendas and other communications
  • Clarify that LJCPA mailing list is the mechanism for sending out Agendas and other notifications
  • Provide greater clarity on conflicts of interest, transparency, and other ethical requirements for Trustees
  • Allow online, mail-in, and other mechanisms for elections
  • Define and/or clarify requirements and procedures associated with Consent Agenda items
  • Clarify requirements for abstention or recusal at Trustee meetings
  • Enable President to appoint Committee members if outside entities fail to do so