Wilmington Neighborhood Council
By Laws
Wilmington Neighborhood Council
Organization Structure and Bylaws
Article I – Organization
A. Name: Wilmington Neighborhood Council (“WNC” or “Council”)
B. Seal: A sailing ship surrounded by the words “Wilmington Neighborhood
Council 2001”
C. Boundary: The Council’s geographic boundaries are:
1. North – Wilmington/Carson boundary
2. East – Wilmington/Long Beach and Wilmington/Carson boundaries
3. South – Los Angeles Main Channel, including Terminal Island and portion
along North Harbor Drive to Terminal Freeway overpass
4. Westerly – From north to south, 110 (Harbor) Freeway to Pacific Coast
Highway, west on Pacific Coast Highway to Vermont Avenue, south on Vermont
Avenue to Normandie Avenue, south on Normandie Avenue to Gaffey Street
and south to a line from Gaffey Street at the south side of the Harbor
District Yard to the water, under the Harbor Freeway.
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Article II – Mission Statement and Purpose
A. The Wilmington Neighborhood Council shall exist to promote participation
by all members of the community and advise government agencies to improve
the quality of life for all in Wilmington.
B. Our purpose is to:
1. Engage all stakeholders to collaborate and deliberate.
2. Be the primary forum for discussion of community issues.
3. Be an advocate for Wilmington to all levels of government and the
private sector.
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Article III – Organization Policy
To the best of our ability the WNC will:
A. Create a forum for discussion by any individual, group or organization
on any side of any issue.
B. Inform stakeholders and community residents of impending issues,
projects and programs.
C. Aid legitimate groups or organizations that are advancing Wilmington’s
quality of life and community-wide interests.
D. Remain non-partisan and unaffiliated with any political party or
candidate.
E. Implement fair, ethical and open procedures in conduction
of business.
F. Comply with local, state and federal law.
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Article IV – Membership
A. General: The General Membership (“Membership” or Member”) is anyone
who lives, works, attends church, participates in an organization, or
owns or rents a business or property with the boundaries of the jurisdiction
set forth in Article I – Organization, Section C. The Membership will
strive to be diverse and inclusive. The Membership will comply with
the Political Reform Act of 1974 (Calif. Govt. Code, Section 81000-81016)
outlining conflict of interest law.
B. Stakeholder Committee Representative: The Stakeholder Committee
Representatives (“Representatives”) are elected from within each Stakeholder
Committee (see Article V) comprising the Membership. Representatives
can only be voted on by organizations or participants that have been
active for at least six (6) months.
C. Executive Board: The Executive Board (“Board”) will be nominated
by and elected from the Representatives.
1. The Board will be comprised of the following positions:
a. Chair
b. Co-chair
c. Treasurer
d. Secretary
e. One member at large from the Representatives
2. Each position will be accountable for those responsibilities
specified below under Article IX (Membership, Representative and Executive
Board Responsibilities).
3. Representatives or Board members may not have more than three absences
in any 12-month period. On the fourth absence the Board will review
the facts of the case and may instruct the respective Stakeholder Committee
to elect another Representative.
4. The Board may appoint a Board Liaison (“Liaison”) if necessary
to carry a specific message or observe on behalf of the Board at government,
private entities, or Stakeholder Committees meetings.
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Article V – Council Stakeholder Committees
A. The WNC shall be composed of thirteen (13) Stakeholder Committees
(“Committees”).
B. The Membership shall vote with each Stakeholder Committee
to elect their Representatives to the Governing Board of the Council.
C. The Stakeholder Committees are:
(Stakeholder Committee - Reps / Votes)
1 Business/Industry - 3 / 3
2 Churches - 2 / 2
3 Education - 2 / 2
4 Labor - 1 / 1
5 Members-at-Large - 3 / 3
6 Non-profit Community/Fraternal - 1 / 1
7 Non-profit Recreational - 1 / 1
8 Park Advisory Boards - 1 / 1
9 Port of Los Angeles - 1 / 1
10 Resident Organizations - 6 / 6
11 Seniors - 1 / 1
12 Youth/Student - 1 / 1
Total: 23 Representatives / 23 Votes
D. Each respective Committee will elect a specific number of Representative(s).
Each Representative will have only one vote regardless of other Committee
Representative(s) absences during any official Council meeting. The
intent is to limit the number of Representatives to no greater than
23 to maintain cohesiveness of Council management and operations. In
the case of the Youth/Student Stakeholder Committee, the committee shall
be the Banning High School Student Council and the Representative shall
be the President of the BHS Student Body or a member of the Student
Council elected by the council for no longer that the individual remains
either the Student Body President or Student Council elected representative.
E. These elected Representatives, as the Governing Board of the WNC,
then elect an Executive Board from the Governing Board Representatives.
F. Member-at-Large Committee Representatives will be elected by the
entire community Membership in attendance at the Annual Meeting (Article
VII). Any WNC Member who has attended at least three (3) regular meetings
prior to the Election Day may be considered for election.
G. Resident Organizations Committee Representatives should be
elected to represent identifiable neighborhoods or quadrants of Wilmington’s
geographic layout within the boundaries set in Article 1, Part C. The
intent is to represent the diversity of the neighborhoods within Wilmington.
H. A list of Wilmington participants and organizations within each
Stakeholder Committee will be maintained and available. This list will
be updated annually four months prior to the Annual Meeting in July.
Participants will be listed as “Inactive” or “Active.” Inactive means
an organization or person has not responded to three (3) consecutive
notifications. An inactive organization or person will be kept on the
list until it is confirmed that the organization no longer exists or
the person has moved or no longer is interested in participating. The
intent is to have as many identified organizations or persons active
in the Stakeholder Committees. Outreach to Inactive organizations or
participants is the responsibility of all the Membership, however especially
the respective Stakeholder Committee.
I. Ad-Hoc committees shall be appointed by the Chair from the
Membership to address a specific Council issue or need. Ad-Hoc committees
and participants have no vote on the Board.
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Article VI – Election Process
A. Stakeholder Committees will meet and vote on their respective Representative(s)
once each year. Each Committee will elect by majority (50%+1) their
Representative(s) to the Council. These elections shall occur between
May 1st and June 15th of each year. The intent
is to allow for ample time for a proper election and to begin any new
changes prior to the beginning of the fiscal year.
B. The election process timeline shall be as follows:
1. Each Stakeholder Committee shall form a Nominations Sub-Committee
by February 15th.
2. The Sub-Committee shall have their slate of candidates for Representative(s)
by March 15th.
3. Notification of Election shall be no later than April 1st.
4. Election will be held between May 1st and June 15th of each year.
5. Annual Meeting and officers installation takes place at the July
meeting.
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Article VII -- Meetings
A. A Quorum is the number of Members within a Committee, the
Council or Board, entitled to vote required being present so business
can be legally transacted. A Quorum is 50% plus one within Committee
or WNC meetings.
B. Council meetings are open to the public and will be held
no less than quarterly. Additional meetings may be scheduled as needed
to properly conduct business and effectively meet our mission. Meeting
location is to be within Wilmington, as centrally located as possible.
WNC meeting notices will be posted 72 weekday hours prior to the meeting
at but not limited to the following locations: Wilmington Municipal
Building, Wilmington Library, Wilmington Recreation Center, Banning
Recreation Center and the Wilmington Senior Citizens Center.
C. General Meetings will comply with the Ralph M. Brown Act, outlining
the public meeting process and notification (Calif. Govt. Code, Section
54959-54962).
D. The Annual Meeting will be held in July to install Wilmington Neighborhood
Council Representatives. The 15th Council District Councilmember
should be invited for induction of Representatives.
E. Stakeholder Committees shall meet no less than twice per year.
They are encouraged to meet quarterly to discuss pertinent issues, to
foster community interaction and mutual support.
F. Translation services may be arranged with advanced notification
to WNC.
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Article VIII -- Voting
A. Each Member and Representative has only one vote. There are no
proxy votes.
B. The Membership votes within each Stakeholder Committee to elect
their Representatives to the Governing Board of the Council. The Governing
Board Representatives then elect an Executive Board from the Representatives
of the Governing Board.
C. Any vote of the Council must be tallied and recorded in the meeting
minutes including the specific vote by each Representative on each issue.
D. A Stakeholder Committee may direct a Representative to vote
on a matter in a specific manner. The intent is the Representatives
are faithful to their respective Committee policy position. Representatives
may vote on any administrative matters before the Council. The intent
is that when not directed by Committee, a Representative has a voice
and some flexibility in Council decision-making.
E. Except where a tallied vote must occur, Representatives may make
decisions by consensus of parliamentary procedure as necessary. Outside
of consensus decision making, Robert’s Rules of Order shall be the parliamentary
guide and reference for rules and process.
F. Emergency votes, those that require critical and timely action,
may be voted on by the Representatives as determined by their conscience
if there is not enough time to get immediate feedback from their respective
Stakeholder Committees.
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Article IX – Membership, Representative and Executive Board Responsibilities
A. There is no compensation for service or participation in any of
the offices or activities mentioned below.
B. Any vacancy caused by death, resignation, removal, disqualification
or otherwise of any officer shall be filled by an election by the Council.
C. WNC Membership is bound to faithfully uphold the Mission, Purpose
and Organizational Policy of WNC. In addition, each participant is
accountable to follow the established Organization Structure and Bylaws.
D. Representatives are to faithfully represent the Stakeholder Committees
as directed or as accountability requires, including, but not limited
to, communicating and reporting to the respective Committees on all
Council issues or needs.
E. Executive Board general responsibilities include:
1. To open the meeting at the appointed time and call the meeting
to order, having ascertained that a quorum is present.
2. To announce in proper sequence the business that comes before the
Council in accordance with the prescribed order of business, agenda
or program, and with existing orders of the day.
3. To recognize members who are entitled to the floor.
4. To state and put to vote all questions that legitimately come before
the assembly as motions or that otherwise arise in the course of proceedings
and to announce the result of each vote, or if a motion that is not
in order is made, to rule it out of order.
5. To protect the assembly from obviously frivolous or dilatory motions
by refusing to recognize them.
6. To enforce the rules relating to debate and to order and decorum
within the assembly.
7. To expedite business in every way compatible with the rights of Members.
8. To decide all questions of order subject to appeal, unless, when
in doubt, the Chair prefers to submit such a question to the assembly
for decision.
9. To respond to inquiries of Members relating to parliamentary procedure
or factual information bearing on the business of the assembly.
10. To authenticate by signature, when necessary, all acts, orders and
proceedings of the assembly.
11. To declare the meeting adjourned when the assembly so votes or where
applicable at the time prescribed in the agenda or program or in an
emergency.
F. Specific Officers Responsibilities include:
1. Chair: The Chair shall be the Chief Executive Officer of WNC and
shall, subject to the control of the WNC Executive Board, supervise
and control the affairs of the Governing Board of the Council and the
activities of the officers. The Chair shall perform all duties incident
to the office and such other duties as may be required by law, Department
of Neighborhood Empowerment (DONE) or WNC Bylaws, or which may be prescribed
from time to time by the Executive Board. Unless another Board member
is temporarily appointed to chair the meeting, the Chair shall preside
at all meetings of the Executive Board and Neighborhood Council. Except
as otherwise expressly provided by law, DONE or WNC Bylaws, the Chair
shall in the name of the WNC execute checks or other instruments in
conducting WNC business.
2. Co-Chair: In the absence of the Chair, or in the event of the
Chair’s inability or refusal to act, the Co-Chair shall perform all
the duties of the Chair. When so acting the Co-Chair shall have all
of the powers of, and be subject to all of the restrictions on, the
Chair. The Co-Chair shall have other powers and perform such other
duties as may be prescribed by law, DONE, WNC Bylaws, or as prescribed
by the WNC Executive Board.
3. Secretary: The Secretary shall certify and keep at the principal
office of the WNC the original WNC Bylaws and a version of each Bylaws
as amended or otherwise altered. In addition, the Secretary will keep
in said office, or other place as the Executive Board may determine,
a book of minutes of all meetings of the Board, Council and Stakeholder
Committees, recording therein the time and place of holding, whether
general or special, how called, how notice was given, the names of those
present or represented at the meeting, and the proceedings thereof.
Furthermore, the Secretary shall see that all notices are duly given
in accordance with the provisions of WNC Bylaws or as required by law.
The Secretary is custodian of the records and of the WNC Seal and must
see that the Seal is affixed to all duly executed documents. The Secretary
must keep at the principal WNC office a membership book containing the
name and address of each member and in the case where any membership
has been terminated, the Secretary shall record such fact in the membership
book together with the date that such membership ceased.
The Secretary must exhibit at all reasonable times to the Council,
agent or attorney on request the WNC Bylaws, the membership book, and
the minutes of the proceedings of the WNC Council. The Secretary shall
perform all duties incident to the office of Secretary and such other
duties as may be required by law, DONE, WNC Bylaws or assigned by the
Executive Board.
4. Treasurer: The Treasurer shall have charge and custody of, and
be responsible for, all funds and securities of WNC and deposit all
such funds in the name of “Wilmington Neighborhood Council” in such
banks, trust companies or other depositories as shall be selected by
the Council.
The Chair and the Treasurer are the two primary signatories for all
checks or funds distributed or cause to be disbursed as directed by
the Board or Council, properly recording each transaction for WNC records.
At least one of these primary signatories must sign any authorization
for disbursement or cause for disbursement to be valid. If only one
of the two primary signatories is available to secure authorization,
the Secretary can be used as a secondary signatory. For example, if
the Treasurer is out of state and urgency requires fund disbursement,
the Chair and the Secretary may act to disburse funds on direction of
the Board or Council. For example, if the Chair is out of state and
disbursement is required, the Treasurer and the Secretary may act to
distribute funds on the direction of the Board or Council.
The Treasurer shall:
a. Receive and give receipt for monies due and payable to WNC from
any source whatever.
b. Keep and maintain adequate and correct accounts of WNC properties
and business transactions, including accounts of its assets, liabilities,
receipts, disbursements, gains and loses.
c. Exhibit at all reasonable times the books of account and financial
records to any Council Representative or Boardmember, their agent or
attorney on request.
d. Prepare or cause to be prepared and certified or caused to be certified
the financial statements to be included in any required reports.
e. Render to the Chair, Board or Council whenever requested an accounting
of any or all of the Treasurer’s transactions for and financial condition
of WNC.
f. Perform all duties incidental to the office of Treasurer and such
other duties as may be required by law, DONE, WNC Bylaws, or which may
be assigned to the Treasurer from time to time by the Executive Board.
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Article X – Standing Committees
The Standing Committees of the WNC are:
A. Land Use Planning.
B. Finance.
C. Environmental.
D. Transportation.
E. Public Works.
F. Bylaws.
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Article XI – Order of Business
WNC meetings may be organized to reflect the needs of the Council.
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Article XII -- Amendments
Any changes to this document must be approved by a (2/3) two-thirds
vote at an official meeting. Notice of any proposed changes in the
Bylaws must be made available in writing to all Council voting members
at least 20 days prior to the meeting at which the proposed changes
will be considered for adoption.
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Article XIII – Dissolution
Any funds or securities remaining on dissolution of the WNC shall be
distributed according to City of Los Angeles law.
Adopted by the Wilmington Neighborhood Council on October 23, 2002
Toni O'Donnell, Chair
Lucia Moreno-Linares, Secretary
Revised as of April 21, 2003
including Student member and Substitute At-Large for Safety member.
Submitted by Dennis McCarbery, Bylaws Committee Chair
WNC Bylaws revised March 4, 2001
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