CAMBRIA COMMUNITY HEALTHCARE DISTRICT BYLAWS 

August 8, 2022 BYLAWS OF THE CAMBRIA COMMUNITY HEALTHCARE DISTRICT

ARTICLE I

ORGANIZATION AND DUTIES OF THE BOARD OF DIRECTORS

Section 1.  General

1.1     All powers, privileges and duties vested in or imposed upon the District by law shall be exercised and performed by the Board of Directors except as such Board shall delegate executive, administrative and ministerial powers to officers and employees of the District.  The executive officers shall consist of the President, Vice-President, and the Secretary.  The President, Vice-President, and the Secretary shall serve for a one-year term as provided below.

1.2     Number and Qualification.  The Board shall consist of five (5) members, each of whom shall be a registered voter residing in the District. [H&S Code § 32100 and 32100.01].

1.3     All members of the Board shall comply with the federal and state conflict of interest laws, including but not limited to the following, to the extent they are applicable:  (a) The California Political Reform Act of 1974, California Government Code Section 87100 et seq.; (b) The prohibition of contractual conflicts of interest set forth in California Government Code Section 1090 et seq.; (c) The prohibition of incompatible employment, activity or enterprise for compensation set forth in California Government Code Section 1126 et seq.; and (d) The common law rules against conflicts of interest.

Section 2.  Election and Term of Office

2.1     An election shall be held in the District on the first Tuesday after the first Monday in November in each even-numbered year, at which a successor shall be chosen to each Director whose term shall expire on the first Friday of December following such election.  The election of Board members shall be an election at large within the District and shall be consolidated with the statewide general election.  The candidates receiving the highest number of votes for the offices to be filled at the election shall be elected thereto.  The term of office of each elected Board member shall be four years, or until the Board member's successor is elected and has qualified, except as otherwise provided by law in the event of a vacancy.  An orientation shall be provided which familiarizes each new Board member with his or her duties and responsibilities, including the Board's responsibilities for quality care.  Continuing education opportunities shall be made available to Board members.  [H&S Code §§ 32100.2, 32100.5, Elections Code §§ 10400, 10554].

Section 3.  Vacancies

3.1     When a vacancy occurs on the Board of Directors, and except as otherwise specified in Government Code section 1780, the remaining Board members may fill any vacancy on the Board by appointment until the next District general election that is scheduled 130 or more days after the effective date of the vacancy, provided the appointment is made within a period of 60 days immediately subsequent to the effective date of such vacancy and provided a notice of the vacancy is posted in three or more conspicuous places in the District at least 15 days before the appointment is made.  In lieu of making an appointment, the remaining members of the Board may within 60 days of the vacancy call an election to fill the vacancy.

3.2     If the vacancy is not filled by the Board as specified, or if the Board has not called for an election within 60 days of the vacancy, the Board of Supervisors of the County of San Luis Obispo may fill the vacancy within 90 days of the vacancy or the Board of Supervisors may order the District to call an election to fill the vacancy.  If within 90 days of the vacancy the remaining members of the Board or the Board of Supervisors have not filled the vacancy and no election has been called for, the District shall call an election to fill the vacancy.  If the number of remaining Board members falls below a quorum, at the request of the District's Secretary, or a remaining Board member, the Board of Supervisors of the County of San Luis Obispo may waive the 60 day period specified above and make an appointment immediately to fill the vacancy, or may call an election to fill the vacancy.  The Board of Supervisors shall only fill enough vacancies to provide the Board with a quorum.

3.3     Persons appointed to fill the vacancy shall hold office until the next District general election and thereafter until the person elected at such election to fill the vacancy has been qualified, but persons elected to fill the vacancy shall hold office for the unexpired balance of the term of office. [Government Code § 1780, H&S Code § 32100].

Section 4.  Resignation or Removal

4.1     Any Board member may resign effective upon giving written notice to the President of the Board, unless the notice specifies a later time for the effectiveness of such resignation.  The President of the Board may resign by delivering written notice to the Vice President of the Board. The term of any member of the Board shall expire if the member is absent without good cause from three consecutive regular meetings or from three of any five consecutive meetings of the Board and if the Board by resolution declares that a vacancy exists on the Board. The determination of good cause for an absence shall be made by the other Board members in a noticed meeting. All or any of the members of the Board may be recalled at any time by the voters following the recall procedure set forth in Division 11 of the Elections Code.

Section 5.  Compensation of Board

5.1     The Board shall serve without compensation except that each member of the Board shall be allowed the member's actual necessary and reasonable travel and incidental expenses incurred by traveling and incidental expenses in the performance of official business of the District as approved by the Board.  [H&S Code § 32103].

Section 6.  Regular Meetings

6.1     Regular meetings of the Board of Directors will be held monthly.

Section 7.  Regular Meeting Place

7.1     Unless the location is unavailable, regular meetings of the Board of Directors shall be held at the Old Cambria Grammar School, 1350 Main Street, Cambria, CA 93428.  Special meetings or adjourned regular meetings of the Board of Directors shall be held at any appropriate location within the boundaries of the District, except as otherwise provided by Section 54954 of the California Government Code as it now or may hereafter be constituted. 

Section 8.  Special Meetings

8.1     Special meetings of the Board of Directors may be called by the President of the Board or by any three members of the Board in the manner set forth in Sections 54950 et seq. of the California Government Code as they are now or may be hereafter constituted.

Section 9.  Organizational Meetings

9.1     The Board of Directors shall hold an organizational meeting at the first regular meeting of the Directors in December of each year, at which meeting the Board of Directors shall elect a President, Vice-President, and Secretary of the District, each to hold office for a term of one (1) year and until his or her successor has been elected and qualified at the December meeting.  In the event that only three Board members are in attendance at the organizational meeting, the decision of the Board regarding new officers shall be postponed until the next meeting to assure greater Board member attendance.

Section 10.  Appointment of Staff Personnel

10.1    The Board of Directors shall appoint the following staff personnel and fix their compensation:

(1)      District Director of Operations

(2)      District Director of Finance

          (3)      District Counsel

Section 11.  Quorum

11.1    A quorum of the Board of Directors consists of the presence of three Directors at a particular meeting.

Section 12.  Conduct of Meetings

12.1    Meetings of the Board of Directors shall be presided over by the President of the District and in his/her absence the Vice-President of the District.  If neither the President nor the Vice-President is present at a particular meeting, the Directors present shall, by majority vote, elect a President pro tem who shall preside at the meeting.  If at a particular meeting the Secretary is not present, the Directors shall, by majority vote, elect a Secretary pro tem for the meeting. Whenever a President pro tem or a Secretary pro tem is required, they shall sign and countersign all documents concerning said meeting (such as minutes and resolutions) in the place and stead of the President and Secretary.

12.2    At all meetings of the Board of Directors’ action upon motions shall be by voice vote unless the presiding officer or any Director present requires a roll call.  Action upon all resolutions of the Board shall be by roll call.

12.3    Minutes of the deliberations of the Board of Directors shall be such as to fairly represent the action taken and not verbatim.  A Director may, however, make a specific request that a particular remark by him/her on a subject be entered into the minutes verbatim.  Any written communication in the possession of any Director which in his/her opinion should be included in the minutes of the Board of Directors shall, at his/her request, be entered into the minutes verbatim.

12.4    The presiding officer at a meeting of the Board of Directors is specifically given the power to vote upon any and all matters brought before the Board, move the adoption of any matter before the Board, or second such a motion.

12.5    Except as has been otherwise provided above, the deliberations of the Board of Directors shall be in accordance with Brown Act and such reasonable procedures as the Board may establish consistent with the Brown Act, and Rosenberg's Rules of Order revised 2011 edition.

12.6    The Board shall cause to be published a notice as required by the Brown Act for each meeting and the meetings shall comply with the requirements of the Brown Act.

Section 13.  Additional Powers of the Board of Directors

13.1    The Board of Directors, whenever it considers it to be to the advantage of the District, shall cause the following acts to take place (either directly or by delegation) for and on behalf of the District:

13.2    To purchase, receive, have, take, hold, lease, use and enjoy property of every kind and description within and without the limits of the District, for the benefit of the District and the people served by the District, and to control, dispose of, convey and encumber the same and create a leasehold interest in the same for the benefit of the District. [H&S Code § 32121(c)].

13.3    To exercise the right of eminent domain for the purpose of acquiring real or personal property of every kind necessary to the exercise of any of the powers of the District [H&S Code § 32121(d)].

13.4    To employ legal counsel to advise the Board in all matters pertaining to the business of the District, to perform the functions in respect to the legal affairs of the District as the Board may direct for legal advice and assistance in all matters concerning the District.  [H&S Code § 32121 (f)].

13.5    To establish one or more trusts for the benefit of the District, to administer any trust declared or created for the benefit of the District to designate one or more Directors for trust created by the District, to receive by gift, devise or bequest and hold in trust or otherwise, property of all kinds (including corporate securities) situated in this state or elsewhere, and where not otherwise provided, dispose of the same for the benefit of the District. [H&S Code § 32121(e)].

13.6    To employ such officers, employees and consultants as the Board deems necessary to carry on properly the business of the District.  [H&S Code § 32121(g)].

13.7    To prescribe the duties and powers of the officers and employees of the District; to establish such offices as may be appropriate and to appoint Board members or employees to those offices; to determine the number of and appoint all such officers and employees, and to fix their compensation, which officers and employees shall hold their offices or positions at the leisure of the Board.  By resolution, the Board may delegate to Administrator the power to employ (Subject to the Pleasure of the Board) and discharge, such subordinate officers and employees as are necessary for the purpose of carrying on the normal functions of the District.  [H&S Code § 32121(h)].

13.8    To enter into a contract of employment with a Director of Operations (Appointed as Legal Administrator) and a Director of Finance the duration of each which shall not exceed four years, but which may periodically be renewed upon expiration. A single contract renewal shall not exceed four years but the total length of employment of each Director may exceed four years due to renewals.   [H&S Code § 32121.5]

13.9    To do any and all things which an individual might do which are necessary for and to the advantage of the District's residents, or which are necessary to carry out the District's specified powers and purposes.  [H&S Code § 32121 (i) and (k)].

13.10  To establish, maintain and operate, or provide assistance in the operation of, one or more health facilities or health services, including, but not limited to: outpatient programs, services and facilities; retirement programs, services and facilities; chemical dependency programs, services and facilities; or other healthcare programs, services and facilities and activities at any location within or without the District, for the benefit of the District and the people served by the District.  [H&S Code § 32121(j)].

13.11  To acquire, maintain and operate ambulances or ambulance services within and outside of the District.  [H&S Code § 32121(l)].

13.12  To establish, maintain and operate, or provide assistance in the operation of, clinics, diagnostic and testing centers, health education programs, wellness and prevention programs, rehabilitation, aftercare, and such other healthcare services providers, groups and organizations as are necessary for the maintenance of good physical and mental health in the communities served by the District.  [H&S Code § 32121(m)].

13.13  To establish, maintain and carry on its activities through one or more corporations, joint ventures, or partnerships for the benefit of the District.  [H&S Code § 32121(o)].

13.14  To transfer, either at fair market value or without adequate consideration, any part of its assets to one or more nonprofit corporations to operate and maintain the assets; provided, that any such transfer shall comply with the requirements of Health and Safety Code Section 32121(p), as applicable.  [H&S Code § 32121(p)(1)].

13.15  To contract for bond insurance, letters of credit, remarketing services and other forms of credit enhancement and liquidity support for its bonds, notes and other indebtedness and to enter into reimbursement agreements, and similar ancillary contracts in connection therewith.  [H&S Code § 32121(q)].

13.16  To purchase all necessary surgical instruments, hospital equipment, ambulance equipment and all other property necessary for equipping the operations.  [H&S Code § 32122].

13.17  To purchase such real property, and to erect or tent or equip such buildings or rooms as may be necessary for the District's operation.  [H&S Code § 32123].

13.18  When the Board determines such action is necessary for the provision of adequate healthcare services to the communities served by the District, to (a) enter into contracts with healthcare provider groups, community service groups, independent podiatrists, and independent physicians and surgeons for the provision of healthcare services, (b) provide assistance or make grants to nonprofit provider groups and clinics already functioning in the community, and (c) finance experiments with new methods of providing adequate healthcare.  [H&S Code § 32126.5].

13.19  To contract with physicians and surgeons, podiatrists, healthcare provider groups and nonprofit corporations for the rendering of professional health services on such basis as does not result in any profit or gain to the District from the services so rendered and as allows the Board to ensure that fees and charges, if any, are reasonable, fair and consistent with the basic commitment of the District to provide adequate healthcare to all residents within its boundaries.  [H&S Code § 32129].

13.20  To contract with physicians and surgeons or podiatrists for the rendering of professional services, for the purpose of assuring that physicians and surgeons or podiatrists will be on duty in emergency department(s) maintained by the hospitals, on such basis as does not result in any profit or gain to the District from the professional services of such physicians and surgeons.  The contract with the podiatrist shall be for those services which the podiatrist is licensed to practice pursuant to applicable provisions of the Business and Professions Code.  [H&S Code § 32129.5].

13.21  To maintain membership in any local, state or national group or association organized and operated for the promotion of the public health and welfare or the advancement of the efficiency of hospital, ambulance services and healthcare administration, and in connection therewith pay dues and fees thereto.  [H&S Code § 32131].

13.22  To authorize the disposition of any surplus property of the District at fair market value by any method determined by the Board; provided, however, that the Board may donate or sell, at less than fair market value, any surplus property to another local healthcare district in California.  [H&S Code § 32121.2].

13.23  To change the name of the District, which shall be effective upon the filing of a verified copy of the resolution with the Secretary of State.  [H&S Code § 32137].

13.24  Sue and be sued, except as otherwise provided by law, in all actions and proceedings in all courts and tribunals of competent jurisdiction.

13.25  Adopt a seal and alter it at pleasure.

13.26  Acquire by purchase, condemnation, donation, lease, or otherwise, real or personal property necessary to the full or convenient exercise of any of its powers or purposes.

13.27  Subject to any legally required approval, sell property of the District which in its opinion is not needed for the District's affairs. 

13.28  Incur indebtedness, issue bonds or other evidence of the indebtedness and refund or retire any indebtedness of the District.

13.29  Levy and collect taxes for the purpose of operating the District and paying its obligations as permitted under California laws. 

13.30  Each Director shall have unfettered access to any and all books, records and invoices (including, but not limited to legal invoices and associated documentation) of the District and shall be issued keys or digital access to the District office. Further, patient records will only be available to such Board members who have been trained and certified in HIPAA (the American Health Insurance Portability and Accountability Act of 1996).

Section 14.  Directors' Relations with Staff

14.1    The Board of Directors and its members shall deal address issues with the staff and services of the Cambria Community Healthcare District only through the District Director of Operations or Finance or the representative designated by the applicable Director in his/her absence, except for the purpose of inquiry, and neither the Board of Directors nor any member thereof shall give orders or directions to any subordinate of the District Directors of Operations or Finance.  The District Director of Operations, Director of Finance, District Counsel and Office Manager shall take their orders and instructions from the Board of Directors only when sitting in a duly held meeting of the Board of Directors, and no individual Director shall give orders or instructions to the District Director of Operations, District Director of Finance, District Counsel and Office Manager unless such order or instruction is by order or resolution of the Board of Directors adopted at a duly constituted meeting.  If the Board determines that the District Director of Operations or Director of Finance, as applicable, is unavailable or incapacitated and such Staff Director has not designated a representative in his/her absence, the Board may designate another person to temporarily fulfill this capacity. 

14.2  The Board of Directors and its members shall deal with staff concerns by referring the staff member or members to the applicable District Director of Operations for operational personnel and Director of Finance for administrative personnel.

Section 15.  Board Action Required 

15.1    All action of the District shall be taken by the Board.  No individual Board member shall represent a policy as the District's policy unless said policy has been determined by the Board.

15.2    The Board of Directors, acting as a Board, shall be the policymakers of the District, establishing policy after receiving necessary information from staff and other persons as deemed necessary.

Section 16.  Board Committees

16.1    All committees, whether standing or special (ad hoc) shall be appointed by the President.  The chairman of each committee shall be appointed by the President.  The President is not permitted to chair any committee excepting the Executive Committee which shall be made up of the President and Vice President of the Board. All committees shall be advisory only to the Board unless otherwise specifically authorized to act by the Board.

16.2    A standing committee of the Board may be created by resolution or formal action of the Board.

16.3    A special or ad hoc committee is an advisory committee composed solely of the members of the Board which are less than a quorum of the Board, which does not have continuing subject matter jurisdiction, and does not have a meeting schedule fixed by resolution or formal action of the Board.  Special or ad hoc committees may be appointed by the President for special tasks as circumstances warrant, and upon completion of the task for which appointed such special or ad hoc committee shall stand discharged.

16.4    A committee chairman may invite additional individuals with expertise in a pertinent area to meet with and assist the committee.  Such consultants shall not vote or be counted in determining the existence of a quorum and may be excluded from any committee session.

ARTICLE II

DUTIES AND QUALIFICATIONS OF THE PRESIDENT

Section 1.  General

1.1     The President of the Board of Directors shall be the chairperson and a member of the  Board of Directors.

Section 2.  Term of Office

2.1     The term of office of the President commences upon his/her election and qualification for said office.  The President shall hold office for a term of one year and until his or her successor is elected and qualified.  

Section 3.  Meetings of the Board of Directors

3.1     The President shall preside at meetings of the Board of Directors and shall have the power to call special meetings of said Board of Directors on his/her own motion provided Sections 54950 et seq. of the California Government Code are complied with. 

Section 4.  Agenda

4.1     The President shall prepare an agenda for each meeting of the Board of Directors.  The agenda shall include any matter requested by the President, Administrator, and or any member of the Board of Directors.

Section 5.  Voting at Meetings

5.1     The President or any Director presiding in his/her stead may vote upon matters brought before the Board, move the adoption of any matter before the Board, or second such a motion. 

Section 6.  Contracts, Minutes and Resolutions

6.1     The President shall sign on behalf of the District all minutes and resolutions of the Board of Directors, and all contracts, except those contracts specifically delegated to the District Administrator under Article V, Section 1, and Article VII of these ByLaws .

Section 7.  Reports

7.1     The President may require reports from the District Director of Operations, Director of Finance, and District Counsel, to be brought back to the Board.

7.2     The President will from time to time issue press releases and be the focal point for media relations for the District.

Section 8.  Litigation

8.1     Whenever the facts are within his/her knowledge, the President is empowered to verify complaints or other pleadings for or on behalf of the District. 

Section 9.  Additional Duties

9.1                                                The President shall perform such additional duties as are directed by the Board of Directors or by applicable law.

ARTICLE III

DUTIES AND QUALIFICATIONS OF THE VICE-PRESIDENT

Section 1.  General

1.1     The Vice-President of the District shall be the Vice Chairperson and a member of the Board of Directors.

Section 2.  Term of Office

2.1     The term of office of the Vice-President commences upon his/her election and qualification for said office. The Vice-President shall hold office for a term of one year until his or her successor is elected and qualified.

Section 3.  Duties

3.1     In the absence of the President, the Vice-President shall perform all of the duties of the President.

Section 4.  Reports

4.1     The Vice-President may require reports from the District Director of Operations, Director of Finance and District Counsel, to be brought back to the Board.

4.2     The Vice-President, with the consent of or at the direction of the President, May from time to time issue press releases and perform media relations for the District.

Section 5.  Litigation 

5.1     Whenever the facts are within his/her knowledge, the Vice-President is empowered to verify complaints or other pleadings for or on behalf of the District. 

Section 6.  Additional Duties

6.1     The Vice-President shall perform such additional duties as are directed by the Board of Directors or by applicable law.

ARTICLE IV

DUTIES AND QUALIFICATIONS OF THE SECRETARY

Section 1.  General

1.1     The Secretary shall be a member of the Board of Directors.

Section 2.  Term of Office

2.1     The term of office of the Secretary commences upon his/her election and qualification for said office. The Secretary shall hold office for a term of one year until his or her successor is elected and qualified.

Section 3.  Contracts, Minutes & Resolutions

3.1     The Secretary shall countersign on behalf of the District all minutes and resolutions of the Board, and all contracts of the District, except those contracts specifically delegated to the District  Director of Operations (Appointed Legal Administrator) under Article V, Section 1, of this set of by laws.  When required, the Secretary shall further affix to said documents the seal of the District over his/her signature. 

Section 4.  Litigation

4.1     Whenever the facts are within his/her knowledge, the Secretary is empowered to verify complaints and other pleadings for or on behalf of the District. 

Section 5.  Reports

5.1     On his/her own motion, the Secretary may require reports from the District Administrator, Operations Director, and District Counsel, which reports, when received, shall be brought to the attention of the Board of Directors, if in the opinion of the Secretary they require consideration by said Board.

Section 6.  Additional Duties

6.1     The Secretary shall perform such additional duties as are directed by the Board of Directors or by applicable law. 

ARTICLE V

DUTIES AND QUALIFICATIONS OF THE DIRECTOR OF OPERATIONS

Section 1. General

1.           The Director of Operations shall have extensive operations experience in the field of EMS.  He/She will be a certified paramedic in the State of California with all the required criteria established under Section 2.10.005 for EMT-P position. The Director of Operations, reporting to the Board, serves as liaison to County and State EMS agencies and community organizations and shall act as the Legal Administrator of Record having the authority to execute, on behalf of the District, the following powers and duties:

1.1.         Implementation of policies adopted by the Board.

1.2.         Operation of the ambulance services provided by the District. This includes responsibility for organizing and providing direction to all District staff other than those under the direction of the Director of Finance, EMS statistical information, and maintenance of EMS ambulance, station and equipment.

1.3.         Knowledge of EMS and ambulance procedures/operations.

1.4.         Attends EMSA meetings.  Attends meetings/seminars of other agencies to enhance operational knowledge applicable to the District including but not limited to the Fire Safe Focus Group.

1.5.         Understands the EMS various regulations and ensures the District is in compliance.

1.6.         Provides to the District Board, Board Committees and District Director of Finance support in all areas of EMS requirements for the District to produce meaningful and timely capital and operating budgets.

1.7.         Schedules EMS personnel, reviews employee timecards for accuracy, and provides quality reporting.

1.8.         Partners with outside private and public organizations to better serve the community.

1.9.         From time to time provides written and oral communications to the Board relating to the operations of the District.

1.10.     Maintains policies and procedures for the operation of the ambulance service.

1.11.     Executes financial instruments as required and in coordination with the Director of Finance.

1.12.     Such other related duties as the District Board may from time to time direct.

Section 2. Supervision of Work

2.1     It shall be the Director of Operations responsibility to directly supervise the EMS employees of the District in the performance of their duties.

Section 3. Reports

3.1     The Director of Operations shall prepare and deliver to the Board of Directors on a monthly basis the following reports in the Board Packet:  Staff Report, Ambulance Activity Report and other reports as requested by the Board.

Section 4.  Attendance at Meetings

4.1     Unless otherwise directed or excused by the Board, shall attend all monthly Board meetings and appropriate Board Committee meetings.  The Director of Operations shall inform the Board at the regular meetings of the Board of all significant or important matters concerning the EMS activities of the Cambria Community Healthcare District.

ARTICLE VI

DUTIES AND QUALIFICATIONS OF THE DIRECTOR OF FINANCE

Section 1. General

2.           The Director of Finance shall be a part-time (24 to 32 hours per week) exempt position having five to ten years progressive supervisory experience. He/She will have a strong accounting and finance background, be experienced in accounting software, preferably QuickBooks. The Director of Finance will have a college degree in accounting or finance and have financial budgeting experience. Position reports directly to the Board, having the authority to execute, on behalf of the District, the following powers and duties:

2.1.         Preparation of financial reports, including variance analysis and explanations, with monthly presentations to the Board.

2.2.         Verification and approval of all accounts payable invoices.

2.3.         Responsibility for all disbursements and check issuance.

2.4.         Responsibility for cash management.

2.5.         Audit responsibility and coordination with outside auditors.

2.6.         Management of outside accounting services.

2.7.         Responsibility for regulatory relations with Federal and State Reimbursement Agencies.

2.8.         Coordination of activities with the Director of Operations including development of capital budgets and execution of financial instruments.

2.9.         Payroll preparation oversight.

2.10.     Preparation and tracking of grant proposals.

2.11.     Maintaining District policies and procedures for financial administration.

2.12.     Responsibility for all banking relationships.

2.13.     Supervising the process of the preparation and payor submission of ambulance billings.

2.14.     Such other related duties as the District Board may from time to time direct.

Section 2. Supervision of Work

2.1     The Director of Finance shall supervise the Office Manager of the District.

Section 3. Reports

3.1     The Director of Finance shall prepare and deliver to the Board of Directors on a monthly basis all financial reports in the Board Packet.

Section 4.  Attendance at Meetings

4.1     Unless otherwise directed or excused by the Board, shall attend all monthly Board meetings and appropriate Board Committee meetings.  The Director of Finance shall inform the Board at the regular meetings of the Board of all significant or important matters concerning the financial activities of the Cambria Community Healthcare District.

ARTICLE VII

DUTIES AND QUALIFICATIONS OF THE DISTRICT COUNSEL

Section 1.  General

1.1     The District Counsel shall be the chief legal officer of the District.  He/She shall be appointed by the Board of Directors, shall serve at its pleasure and shall be directly responsible to the Board.  The District Counsel shall have a juris doctorate from a college or university duly accredited by the American Bar Association.  He/she must be an active member of the State Bar of  California and be well qualified by reason of education and experience to perform legal functions for the District.

Section 2.  Preparation of Resolutions, Contracts, etc

2.1     District Counsel shall review or prepare all resolutions, contracts, leases and other documents of legal nature required for the conduct of the affairs of the District as directed so to do by the Board of Directors.  When particular contracts and leases have been prepared by him/her, he/she shall approve them as to form in writing and submit them to the Board of Directors for its consideration.  It shall be his/her duty to see to it that a lease or contract is duly executed by the other parties to the particular lease or other contract and has been approved as to content by the District Director of Operations or Director of Finance, as applicable.

Section 3.  Bonds

3.1     All labor and material, faithful performance and other bonds running in favor of the District shall be approved as to form by the District Counsel.

Section 4.  Litigation

4.1     Except to the extent of participation prohibited by law in small claims court actions, the District Counsel shall conduct all litigation in which the District is from time to time engaged.  He/She shall make recommendations to the Board of Directors concerning the advisability of commencing litigation and the compromise or settlement of potential or existing litigation. Court actions commenced by District must be authorized by the Board of Directors. Notwithstanding the foregoing, the District Director of Operations or Director of Finance as applicable may, with the concurrent written notification to the members of the Board of Directors of the filing of the action authorize and direct actions be brought for recovery of rent owed to the District by tenants and former tenants of the District, including an unlawful detainer action for forfeiture of a lease of a tenant who is in default in the payment of rent and for recovery of possession of the leased premises after noncompliance by the tenant with a notice to pay rent or quit the premises.  Such actions authorized by the District Director of Operations or Director of Finance as applicable and if appropriate, may be filed and prosecuted in the small claims court. 

Section 5.  Additional Counsel

5.1     Whenever, in his/her opinion, the Board of Directors should consider the employment of outside counsel as to a particular matter, District Counsel shall promptly advise the Board of Directors of this fact and obtain Board approval before hiring. 

Section 6.  Attendance at Meetings

6.1     Unless requested by the Board, the District Counsel shall not be required to attend meetings of the Board of Directors.

Section 7.  District Staff

7.1     The District Counsel shall render legal assistance to the District's Board of Directors, its President, District Director of Operations and Director of Finance as is required in the performance of their duties.

Section 8.  Legislation

8.1     The District Counsel shall advise the Board of Directors of any legislation the District might consider sponsoring to aid it in conducting its affairs.  He/She shall further advise the Board of Directors of prospective legislation sponsored by others and as to how it would affect the District. 

Section 9.  Elections

9.1     The District Counsel shall prepare all documents required for the conduct of elections of the District and shall assist the Secretary of the District in the proper conduct of District elections.

Section 10.  Administrative Bodies

10.1    Whenever required by the Board of Directors so to do, the District Counsel shall appear before various administrative divisions and agencies concerning affairs of the District.

Section 11.  Delegation of Duties

11.1    Subject to the approval of the Board of Directors, the District Counsel may appoint employees to carry out the functions of his/her position under his/her supervision.  Such employees shall serve at his/her pleasure. 

Section 12.  Additional Duties

12.1    The District Counsel shall perform such additional duties as are required by the Board of Directors or applicable law.

ARTICLE VIII

REGULATIONS GOVERNING PURCHASING OF MATERIALS, SUPPLIES AND EQUIPMENT, SERVICES, SALES OF PROPERTY AND LETTING OF PUBLIC PROJECT CONTRACTS

Section 1.  General

1.1     Purchasing of all materials, supplies, services and equipment required by the District shall provide maximum benefits to the District with minimum expenditure.  Purchases shall be made in economical quantities with a competitive pricing process by vendors where possible. Except for case of emergency as provided in this article, no purchases shall be made except upon express authorization of the Board of Directors unless said purchases are for items already budgeted and for which funds are available.  The regulations in this section have been devised for this purpose and shall be followed.

Section 2.  Delegation of Authority

2.1     The Board of Directors hereby delegates the District Director of Finance and Director of Operations (Staff Director) as enumerated in Articles V and VI and in their absence the designated employee in charge at the District to make the purchases set forth in Section 3 below. 

2.2      Checks in the amount of twenty-five hundred dollars ($2,500) or less may be signed by the Director of Finance excluding payments to the signer. Checks in excess of twenty-five hundred ($2,500) require the additional signature of a Board Director.

Section 3.  Emergencies

3.1     In case of emergency directly affecting property of the District which emergency cannot, in the opinion of the applicable Staff Director, be dealt with by acting under any other provision of this article, then the applicable Staff Directors or in their absence the employee in charge of the District, is empowered to purchase for the District such supplies, equipment, services and materials as are required because of such emergency prior to the time such purchases can be made under other provisions of this article.  The Board shall be timely notified of the nature of the emergency, item(s) purchased and the cost thereof.

Section 4.  Expenditures up to  $25,000

4.1     Except as provided in subsection 4.2.3 below, when expenditures are required for a budgeted item and the cost involved is $25,000 or less, the applicable District Staff Director, shall procure the item involved from the lowest cost responsible vendor after first obtaining three written quotations on the item required to be purchased. 

4.2     The above requirements regarding the obtaining of three quotations do not apply to the following:

4.2.1   Miscellaneous services such as telephone, telegraph, light, power and water where rates or prices are fixed by legislation or by federal, state, county or municipal regulations.

4.2.2   Where the items involved are not readily obtainable on the open market, in which case the reasons for not securing three such quotations shall be documented in writing.

4.2.3 Where the item’s cost is less than $1,000 and the applicable District Staff Director has concluded that the price for the item involved will not vary in any material degree between various vendors. To the extent feasible, such purchases will be made from vendors within the District.

Section 5.  Purchases for Amounts in Excess of $25,000

5.1     Purchases of materials, supplies and equipment, the estimated cost of which exceeds $25,000 shall be at the direction of the Board of Directors only, except as provided in Section 3 above.  Such purchases shall be purchased from the lowest cost responsible vendor after first obtaining three  written quotations on the item required to be purchased.  Specific Statements of Work (SOW) shall be used to prevent misunderstandings. All SOWs will be reviewed by the Chair of the Facilities Committee of the Board and approved by the Board prior to obtaining written quotations.

5.2     This section shall not prohibit the District from requiring a public bid process if, in the discretion of the District, selection based upon the evaluation of public sealed bids would better serve the interest of the District. In this instance, SOW’s will be reviewed by the Chair of the Facilities Committee of the Board and approved by the Board prior to issuance of an invitation to submit sealed bids.

Section 6.  Sale of Property of District

6.1 Subject to the requirements of Health and Safety Code, whenever the Board of Directors determines by a majority vote that the District owns property in its opinion not needed for the District's affairs, it may order said property disposed.

6.2.     The Director of Operations is authorized, at his or her sole discretion, to determine the manner and method of disposal of District property that has been determined by the Board of Directors to be surplus to the needs of the District. Disposal methods may include negotiated sale, auction, consignment, scrap or salvage or donation to non-profit, charitable or government entities. Disposal must be done to maximize the overall dollar return to the District if a buyer can be found. If no buyer can be found, the list of items to be donated should be brought for Board approval. In the event the Director of Operations determines there is no salvage value, no buyers, or no donee to benefit from a donation, the surplus items can be discarded. Documentation of disposal shall be made in order to reduce accountability of District property.