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01/03/2024 - Salt Lake City Sister Cities Board Bylaws Peace Through People SISTER CITIES 01 Sister Cities Bylaws ARTICLE I: PURPOSE The organization's objectives are: a. To cause the people of Salt Lake City and the people of similar cities of foreign nations to acquire a consciousness of each other, to understand one another as individuals, as members of their community, as citizens of their country, and as part of the family of nations. b. To foster as a consequence of such knowledge and consciousness a continuing relationship of mutual concern between the people of Salt Lake City and the people of similar cities of other nations. c. To undertake both in seeking and in consequence of such consciousness and concern any activities and programs that will provide one another appropriate aid and comfort, education, economic exchange, and mutual understanding. d. To participate as an organization in promoting, fostering, and publicizing the local, state, and national programs of international municipal cooperation organizations, and thereby to encourage other organizations and residents of U.S. communities to engage and participate in such programs, to foster and promote friendly relations and mutual understanding between peoples of U.S. communities and peoples of friendly nations outside of the United States of America, and to act as a coordinating body, committee or agency among those organizations, groups and individuals desiring to engage and engaging in the activities of such international municipal cooperation organizations. ARTICLE II: COMMITTEES Section 1. Sister City Committees: There shall be a Sister City Committee for each of the sister cities with which Salt Lake City has a formal relationship. Each committee shall be chaired by a representative Board member elected from within the membership of that committee and shall have the primary responsibility for developing a program with its sister city in furtherance of the purposes of this organization. The Chair and Vice Chair shall serve as ex-officio members of each committee. The Sister City Committees as of the adoption of the bylaws are as follows: • Torino, Italy • Izhevsk, Russia • Matsumoto, Japan • Trujillo, Peru • Chernivtsi, Ukraine • Keelung, Taiwan Section 2. Ad hoc committees: The Chair shall have the power to call for the establishment of ad hoc committees for such occasions as the recommendation of new Board members (Membership Committee) and the selection of additional sister cities (City Selection Committee). ARTICLE III: ORGANIZATION Section 1. Election of Chair and Vice Chair: The Board shall elect a Chair and Vice Chair by a simple majority vote. Should the Chair resign from the Committee, the Vice Chair shall serve in interim until a new Chair and Vice Chair are elected. In these circumstances, the previous Vice Chair may be reappointed to their previous position. Section 2. Orientation: All new Board members are required to have an orientation meeting with DIED staff. Attendance by at least one current Board member at these trainings is highly encouraged. Section 3. Required training: DIED staff shall make available an annual training for Board members in compliance with the Utah Open and Public Meetings Act (OPMA). Section 4. Duties of the Chair: The Chair is to preside at Board meetings and shall provide general direction for the meetings. Once elected, the Chair shall serve for one year. In addition to being the presiding member, the Chair shall have the following duties: • To call the meeting to order on the day and the hour scheduled and proceed with the order of business in accordance with the posted agenda. The Chair shall announce each item of business in the agenda, in the order in which it is to be acted upon. Upon the completion of consideration of all agenda items, the Chair shall adjourn the meeting. • To put to vote all questions are presented by the Board members that require Board vote. • To move the agenda along, maintain order, set guidelines for public input, if permitted, and reference handouts and procedures during Board meetings. • To recognize speakers prior to receiving comments and presentations. Section 5. Duties of the Vice Chair: During the absence of the Chair, the Vice Chair shall have and perform all of the duties and functions of the Chair. Should the Chair resign from the Board, the Vice Chair shall serve as Chair until elections are held at the next available meeting. Section 6. Secretary: DED staff shall take on Board secretary duties. Section 7. Secretary duties relating to the Board: • To attend every meeting of the Board, to take and record the roll, and to advise the Board of any administrative updates related to the meetings. • To complete and confirm approval of the minutes of the Board meetings and to record them in accordance with state law. • To keep and maintain a permanent record of all documents and audio pertaining to the Board meetings in coordination with the Citywide Retention Repository through the Recorder's Office. • To ensure Board members receive materials pertinent to Board meetings electronically at least four (4) business days prior to such scheduled meetings. • To post public notices of Board meetings and relevant materials in accordance with the noticing requirements of OPMA. ARTICLE IV: RIGHTS AND DUTIES Section 1. Membership: Pursuant to Section 2.82.030 of the Salt Lake City Code, the Sister Cities Board shall be made up of a total of fifteen (15) members, comprised of up to nine voting members and up to six non-voting members. Each council district shall have voting representation on the Board, and up to two voting members shall be at large members. Of the six non-voting members, up to two may be youth members (ages 15-18). Members should be residents of Salt Lake City, although the Mayor and City Council have the discretion to appoint members who live outside the boundaries. Section 2. Membership Term of Service: Voting members will serve four (4) year terms, and may serve up to two (2) consecutive terms. Upon expiration of the second term, a voting member may continue to serve as a nonvoting member. Nonvoting members will serve four (4) year terms and may renew terms indefinitely. If a Board member resigns before their term expires, a new member will be appointed by the Mayor or an appointed designee with the advice and consent of the City Council in accordance with Section 2.07.040 of the Salt Lake City Code. Section 3. Meeting Attendance: Every member of the Board shall endeavor to attend each Board meeting either in person or virtually (if available), unless unable to attend due to extenuating circumstances. Any member desiring to be excused from the Board proceedings shall notify DED staff. Staff shall inform the Chair and Vice Chair. • Board members should endeavor to attend 75% of all meetings annually, and attend 50% of events. • If a Board member has three (3) unjustified consecutive absences from Board meetings, the Chair shall confer with the member regarding the ability, interest, and commitment of the member to continue membership on the Board. • If a Board member is not meeting attendance requirements, the Chair shall bring the matter to DED staff. DIED staff shall decide whether the Board member shall be removed. Section 4. Conflict of Interest: Board members, as volunteer public servants, shall be subject to Chapter 2.44 of Salt Lake City Code governing conflicts of interest. ARTICLE V: MEETINGS Section 1. Location: Unless otherwise indicated, all meetings of the Board shall be held in the City and County Building, located at 451 South State Street, Salt Lake City, Utah. This will be the anchor location for all Board meetings. The specific meeting room is subject to change and will be included in public notices. Proper notice of the meeting location, including any publicly accessible electronic link in the event of an electronic meeting, shall be posted for the general public. Section 2. Electronic Meetings: Sister City Board meetings may be accessible electronically in accordance with Utah Code Ann. section 52-4-207. Board members, staff, guests, and the public may choose to attend the meetings electronically if they so wish. Section 3. Notice and Agenda: Staff shall publicly notice the time, location, and purpose of every meeting of the Sister Cities Board in such manner required by OPMA and at least twenty-four (24) hours prior to such meeting. Such notice shall be delivered to each member of the Board electronically. Staff shall publicly post a written agenda for each meeting and send it to the Board via email in conjunction with the notice of each meeting. • Where written minutes of a prior meeting are ready for Board approval, the agenda shall include an item to review and vote for approval of the prior meeting minutes. Section 4. Frequency: Pursuant to section 2.82.030 of the Salt Lake City Code, Board meetings will occur as needed, with no fewer than one per quarter. Section 5. Rules of Procedure: The Sister Cities Board will operate using Robert's Rules of Order. Section 6. Quorum: A quorum of the Board must be present to call a meeting to session and vote on business. A quorum shall be a simple majority of appointed voting members, or at least five (5) voting members. Any member who attends a meeting electronically and makes their presence known may be countable towards the quorum requirement. Except for in the case of emergencies, Board members will provide 48 hours' notice of absence for Board meetings to staff and the Board Chair and Vice Chair. Staff will track quorum and inform Board members prior to Board meetings in the instance when a quorum will not be met. The Chair/Vice Chair will inform Board members of the meeting cancellation, and staff will inform the public. Section 7. Voting: Where a vote is required of the Board, such action set to a vote shall pass upon a simple majority of the quorum present for the meeting. Those disqualified for conflict of interest do not count towards the voting quorum requirements. Any member attending a meeting electronically may still vote on actions as if they were attending in-person. All votes will be taken by voice vote. Section 8. Public Comment Guidelines: Public comments may be allowed at the discretion of the Chair. Section 9. Decorum Rules: Sister City Board meetings are a place for people to feel safe and comfortable in participating in the diplomatic process. A respectful and safe environment allows a meeting to be conducted in an orderly, efficient, effective, and dignified fashion, free from distraction, intimidation, and threats to safety. We welcome everyone, so please be mindful and keep comments free of discriminatory language referring to a person or group based on their religion, ethnicity, nationality, race, color, descent, gender, sexual orientation, disability, age or other identity factor. Items or comments that disrupt the meeting, intimidate Board members or other participants or that may cause safety concerns are not allowed. In accordance with Utah Code Ann. section 52-4-301, an individual who willfully disrupts a meeting to the extent that orderly conduct is seriously compromised may be removed by the Board. Recording of Bylaws These bylaws and all subsequent amendments shall be recorded by DED staff and copies shall be furnished to each member of the Board in electronic form. Approval and Amendment of Bylaws These bylaws may be amended at any meeting of the Board held upon a vote of a simple majority of the quorum present at the Board meeting. Approved by the Sister Cities Board on January 3rd 2024