Bylaws

• Article I Name
• Article II Purpose
• Article III Organization
• Article IV Meetings
• Article V Structure for Supporting Commission's Work Plan and Activities
• Article VI Resolutions
• Article VII Amendments
• Approvals

The name of this Commission is the Sonoma County Commission on the Status of Women, hereafter referred to as the “Commission.”

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The Board of Supervisors of the County of Sonoma declared, in 1975, its policy to take affirmative action to eliminate the practice of discrimination and prejudice on account of sex. Therefore, in accordance with this policy, pursuant to and in accordance with the law, the Sonoma County Commission on the Status of Women was established.

The purpose of the Commission is to promote equal rights and opportunities that enhance the quality of life for all women, girls, and gender-expansive individuals, and to address issues of discrimination and prejudice that negatively affect individuals based on gender, including but not limited to, women, girls, transgender, and nonbinary people, in Sonoma County.

Following the guidelines of Sonoma County Code Chapter 2 Article IX, the Commission will continue to reflect and address the needs of the community. It is the intent of the Commission to retain flexibility in the conduct of its affairs.

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Section 1. Commission Membership

The Commission shall consist of fifteen (15) members, three (3) per district, as appointed by the Board of Supervisors.

1. Terms

   All appointments by the Board shall be for two years. There is no limit to the number of terms for which a Commissioner may be reappointed.

2. Composition

   The Commission shall reflect and represent the racial, ethnic, and cultural diversity of Sonoma County.

3. Compensation

   Members of the Commission shall serve without compensation but may with prior approval, be reimbursed for authorized, reasonable, and necessary expenses incurred in the performance of their official duties.

4. Reimbursement for Expenses

   Expenses incurred by Commissioners that are reasonable, necessary, and authorized by the Commission’s approved work plan and budget are subject to reimbursement by staff.

5. Resignation

   A Commissioner may resign by submitting a written notice of resignation to the appointing Supervisor, the Officers of the Commission, and Commission staff. Commissioners are encouraged to provide as much notice as possible prior to resignation, with a preferred minimum notice of thirty (30) days, to facilitate the coordination of Commission workflows.

6. Removal from Commission

   Commissioners serve at the pleasure of the appointing Supervisor. The failure of a Commissioner to fulfill the duties designated herein may result in removal. If there are concerns related to whether a Commissioner is fulfilling their duties, such concerns must be raised with staff, and the Officers and staff should first attempt to resolve the issue through informal discussions. Prior to the Chair or staff recommending a Commissioner be removed, the Commissioner must be given written notice and an opportunity to respond.

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Section 2. Commissioner Role and Duties

Commissioners are expected to fulfill the role and carry out the duties as described below.

1. Attendance at Regular (Monthly) Commission Meetings

   Attendance at Regular Commission meetings is essential, since a Quorum (as defined in Article IV, Section 4) is required to conduct Commission business. Commissioners are expected to attend at least seven (7) of the eleven (11) Regular Commission meetings held in a twelve (12) month calendar period, January through December. This attendance requirement does not apply to special or emergency meetings. Teleconferencing and video conferencing options are allowable in accordance with the Ralph M. Brown Act teleconference requirements, as may be amended (Cal. Gov. Code section 54950 et seq.) (“Brown Act”).

   Commissioners absent from a Regular Commission meeting on official Commission business (official Commission business must be approved by Officers) will not be counted as having missed a meeting. Instead, any absence due to representation of the Commission at another event that is approved by all Officers is of the same value as being present at a Regular Commission meeting. 

   If it is necessary to miss a Regular Commission meeting, Commissioners are expected to give an Officer and staff prior notice.

   Staff will track attendance and provide a report to the Commission as needed.

2. Conduct

   1. Standards and Guidelines

      At Commission meetings, events, and activities, as well as when representing the Commission in any official capacity, Commissioners shall adhere to generally acceptable standards of business conduct and to any specific guidelines and protocols adopted by the Commission. Commissioners shall not engage in:

      1. habitual conduct which disrupts the Commission or interferes with the conduct of Commission business, or
      2. conduct which would have a negative impact on the integrity of or the community’s confidence in the Commission.

   2. Ethics

      Commissioners are expected to adhere to high ethical standards in the conduct of their duties. Such conduct requires that Commissioners:

      1. comply with both the letter and the spirit of the laws and policies affecting operations of the Commission;
      2. be independent, impartial, and fair in their judgment and actions; and
      3. conduct public deliberations and processes openly, unless legally confidential, and in an atmosphere of respect and civility.

   3. Conflicts of Interest

      In order to assure their independence and impartiality on behalf of the public good, Commissioners are prohibited from using their official positions to influence decisions in which they have a financial interest, or an organizational responsibility, or where they have a personal relationship that would constitute a conflict of interest.

      Commissioners must avoid taking any action that could be construed as, or create the appearance of, using public office for personal gain, including use of the title of Commissioner or Commission stationery or other County resources to obtain or promote personal interests or business through any means, including personal social media accounts. 

      If a Commissioner holds a position on the Board or Committee of an external organization or third-party entity, and a matter is brought before the Commission that could financially benefit that organization or entity, the Commissioner shall abstain from participating in any discussion or vote related to that matter and must leave the room while the matter is on the floor. This includes, but is not limited to, any financial request or proposal affecting the Commissioner’s affiliated organization or entity. The purpose of this provision is to avoid any potential conflict of interest and maintain the integrity of the Commission’s decision-making process.

      In addition, the County’s Conflict of Interest Code and the California Political Reform Act requires all Commissioners to complete Form 700 – Statement of Economic Interests upon entering office, every year while serving as a Commissioner, and upon leaving office. This form discloses financial interests and must be completed by officials who make or participate in governmental decisions. It is a public document that identifies where conflicts of interest may arise and serves as a reminder of potential conflicts in daily work.

   4. Representation of the Commission

      Commissioners are encouraged to represent themselves as individual Commissioners in community advocacy and activities related to the mission and work plan of the Commission. However, they are not authorized to represent, speak, or act on behalf of the Commission as a whole through any means, including through personal social media accounts, unless so authorized by the Commission.

   5. Communication with Appointing Supervisor

      Each Commissioner acts as a liaison between the Commission and their appointing Supervisor and thus is expected to communicate regularly with their appointing Supervisor about the Commission’s activities.

   6. Contribution to the Work of the Commission

      In addition to the other responsibilities stated in this Section, each Commissioner is expected to support the Commission’s goals and activities by serving as an Officer, an appointed Coordinator, Liaison, or as Chair of a committee, or by serving as an active member of an Ad Hoc or a Standing Committee.

   7. Leaves of Absence

      A Commissioner who is unable to fulfill the designated duties due to unusual circumstances may request a leave of absence from the Commission. Leaves of absence are granted at the recommendation of the Chair and with approval of the appointing Supervisor and shall not exceed six (6) months.

      For the purpose of calculating quorum (as defined in Article IV, Section 4), Commissioners on Leave of Absence shall not be included.

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Section 3. Governance

1. Officers

   The Officers of the Commission consist of a Chair, a Vice-Chair, and one (1) or two (2) Officers-at-Large, as determined by the Commission. The duties of these Officers shall be those which generally apply to such officers, stated herein, and duties designated by the Commission.

2. Term

   The term of Officers and appointments is one (1) fiscal year from July 1st through June 30th.

3. Qualifications for Officers

   1. Chair

      To serve as the Chair, a Commissioner shall:

      1. have attended at least four (4) Commission meetings within the six (6) months immediately preceding nomination (see Article III, Section 2.1);
      2. be an able and willing communicator;
      3. have contributed to the Commission’s work by serving as a Coordinator, Liaison, or Chair or member of a committee;
      4. express the intention to attend and lead at least nine (9) of the Regular Commission meetings during the one-year term; and
      5. have willingly accepted the designated duties assigned to the Chair.

   2. Vice-Chair

      To serve as the Vice-Chair, a Commissioner shall:

      1. have attended at least four (4) Commission meetings within the six (6) months immediately preceding nomination (see Article III, Section 2.1);
      2. be an able and willing communicator;
      3. have contributed to the Commission’s work by serving as a Coordinator, Liaison, or Chair or member of a committee;
      4. have expressed a willingness to support the Chair and to fulfill the other duties assigned.

   3. Officer-at-Large

      To serve as the Officer-at-Large, a Commissioner shall:

      1. have attended at least four (4) Commission meetings within the six (6) months immediately preceding nomination (see Article III, Section 2.1);
      2. be an able and willing communicator;
      3. have contributed to the Commission’s work by serving as a Liaison, Coordinator, or Chair or member of a committee;
      4. have expressed a willingness to support the Chair, and Vice-Chair and to fulfill the other duties assigned.

4. Powers and Duties of Officers

   1. Chair

      The duties of the Chair are listed below.

      1. Duties for Commission Meetings. At Commission meetings, the Chair shall:
         1. preside over Commission meetings, maintain orderly procedure in accordance with these Bylaws, and decide questions of procedure subject to the full Commission;
         2. develop the agenda for Commission meetings with the assistance of other Commissioners, Officers, and staff;
         3. be entitled to vote only when it is necessary to break a tie vote;
         4. be allowed to participate in discussion relating to any matter the Chair deems appropriate;
         5. recognize any member of the Commission who desires to speak;
         6. set and adhere to time-limits for any member of the public who desires to address the Commission;
         7. rule on all procedural matters or questions not specifically addressed in these Bylaws, subject to the approval of the full Commission; and
         8. produce minutes of the meetings with the assistance of other Commissioners, Officers, and staff.
      2. Duties Related to Commission Operations. The Chair shall:
         1. serve as an ex-officio member of all committees;
         2. participate, together with the other Officers and staff, in monitoring the progress of the Commission’s work activities to ensure that the annual Work Plan goals are met and periodically make a progress report to the Commission;
         3. serve as a resource to Commissioners in their efforts to contribute to the Commission’s work and, when required, collaborate with other Officers and staff to resolve issues related to a Commissioner’s fulfillment of designated duties; and
         4. represent and speak on behalf of the Commission at public meetings (e.g. Board of Supervisors meeting) on matters pertaining to or relating to the Commission.

   2. The Vice-Chair

      The Vice-Chair shall:

      1. preside over Commission meetings in the Chair’s absence;
      2. assist the Chair in developing the agenda for Commission meetings;
      3. participate, together with the other Officers and staff, in monitoring the progress of the Commission work activities to ensure that the annual Work Plan goals are met;
      4. serve as a resource to Commissioners in their efforts to contribute to the Commission’s work and, when required, collaborate with other Officers and staff to resolve issues related to a Commissioner’s fulfillment of designated duties; and
      5. fill a vacancy occurring in the office of Chair for the unexpired term.

   3. Officer-at-Large

      The Officer-at-Large shall:

      1. preside over Commission meetings in the absence of both the Chair and Vice-Chair;
      2. assist the Chair in developing the agenda for Commission meetings;
      3. participate, together with the other Officers and staff, in monitoring the progress of the Commission work activities to ensure that the annual Work Plan goals are met;
      4. serve as a resource to Commissioners in their efforts to contribute to the Commission’s work and, when required, collaborate with other Officers and staff to resolve issues related to a Commissioner’s fulfillment of designated duties; and
      5. fill a vacancy occurring in the office of Vice-Chair for the unexpired term.

5. Nominations and Elections

   At the Regular Commission meeting preceding the expiration of the current Officers’ terms, the Chair shall read the duties and qualifications of the Chair as set forth in these Bylaws.

   Nominations for the office of Chair shall then be solicited from the floor, and any qualified Commissioner may be nominated or may self-nominate. A similar process shall be followed for the nomination of the Vice-Chair, followed by the nomination of one or two Officers-at-Large. 

   Nominations must be closed by the Chair prior to holding elections, which may occur immediately following the close of nominations. Officers shall be elected by a simple majority vote. If a Commissioner is unable to attend the Commission meeting, they can be nominated and elected, based on a prior verbal or written statement that if elected they will accept the position and fulfill the duties of the office. 

6. Vacancies of Elected Office

   1. Chair

      Should the office of Chair become vacant during term, the Vice-Chair shall assume the office of Chair for the remainder of the term.

   2. Vice-Chair

      Should the office of Vice-Chair become vacant during a term, one of the Officers-at-Large, as selected by the Chair, shall assume the office of Vice-Chair for the remainder of the term.

   3. Officer-at-Large

      Should the office of Officer-at-Large become vacant during a term, the Chair shall take nominations for the office from the floor at the next Regular Commission meeting. If one office of Officer-at-Large remains filled, the Chair may choose to not hold nominations and elections for the second office. Nominations must be closed by the Chair prior to holding elections, which may occur immediately following the close of nominations. The Officer-at-Large shall be elected by a simple majority vote to serve the remainder of the term.

7. Removal From Office

   An Officer may be removed from office prior to the expiration of their term by vote of the Commission.

Section 4. Staff

The Commission shall receive support from management and clerical staff as assigned by the County of Sonoma.

Section 5. Program Budget

Annually, the officers and staff shall develop a budget for the commissions program funds. This budget will consist of spending categories. These categories will align with the mission, and vision of the commission, and the Commission’s work plan. All expenditures shall fit into one of the designated categories for expenditures. Commission work plans and budgets are subject to approval by the Board of Supervisors before the start of each fiscal year.

All expenditures must be pre-approved by the Commission.

Officers and staff are responsible for management of the budget and expenditures, and for providing periodic budget reports to the Commission.

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Section 1. Regular Commission Meetings

1. Schedule

   Regular Commission meetings shall be held on the second (2nd) Thursday of each month at 6:00 PM, except as otherwise provided herein. The time and date of such meetings may only be changed by the Commission for the purpose of facilitating Commission business. In the event of a change, notice of the new date and time shall be provided to the Commission and the public no less than thirty (30) days in advance. Should such notice not be provided, a Commissioner shall be excused from any absence resulting from an inability to attend the rescheduled meeting.

   If a Regular meeting falls on a holiday, it shall be rescheduled to the Thursday of the preceding week. Notice of such rescheduled meeting shall be provided no less than thirty (30) days in advance. Should such notice not be provided, a Commissioner shall be excused from any absence resulting from an inability to attend the rescheduled meeting. 

   No Regular Commission meetings shall be held during the month of December.

2. Location

   Staff will be responsible for securing a facility deemed appropriate for the Regular Commission meetings. Once selected, the location will be announced to the Commission and the public.

3. Ralph M. Brown Act

   All Regular Commission meetings shall be called, noticed, held and conducted in accordance with the Brown Act. 

   Pursuant with Section 54954.3 of the Brown Act, the agendas for Regular Commission meetings shall provide an opportunity for members of the public to address the Commission on items of interest to the public that are within the subject matter jurisdiction of the Commission.

4. Agenda

   1. Submission of Items

      Staff or any Commissioner may place an item on the agenda. Agenda items should be submitted to Officers and staff at least two weeks prior to the Commission meeting unless a shorter deadline is announced by the Chair or staff.

   2. Preparation and Content

      The Chair will work with Officers, other Commissioners, or staff to prepare the agenda for Commission meetings. The agenda will contain a brief general description of each item of business to be transacted or discussed at the meeting.

   3. Distribution and Posting

      At least seventy-two (72) hours before the Regular Commission meeting, the agenda will be distributed to the Commissioners and posted at a location that is freely accessible to the public.

   4. Additions after Posting

      No action shall be taken on any item not appearing on the posted agenda, except as permitted by Government Code 54954.2 of the Brown Act.

5. Cancellation of a Regular Meeting

   A Regular Commission meeting can be cancelled by the vote of the Commission or the agreement of two (2) Officers.

Section 2. Special Commission Meetings

1. Call for Special Meeting

   Special meetings may be called by the Officers or a majority vote of active Commissioners at a Regular Meeting (i.e. Commissioners not on a Leave of Absence, as defined in Article III, Section 2.2.7).

2. Purpose

   The purpose of the special meeting shall be stated in the call.

3. Notice

   Except in cases of emergency, at least twenty-four (24) hour notice, and such other notice as directed by the Brown Act, shall be given prior to any special meeting.

4. Agenda

   The agenda for a special meeting shall be limited to the specific issue(s) for which the meeting was called and will contain a brief general description of the business to be transacted or discussed at the meeting.

5. Conduct of Meeting

   The meeting shall be held and conducted in accordance with the Brown Act.

6. Attendance

   Commissioners shall notify the Officers and staff at the earliest opportunity regarding their ability to attend a special meeting, to facilitate the calculation of quorum. A Commissioner shall not incur an unexcused absence for failing to attend a special meeting.

Section 3. Rules of Order

Meetings of the Commission shall be conducted in accordance with the procedures described in Robert’s Rules of Order and Roberta’s Rules of Order, latest edition, except as required by state law or as provided by these Bylaws.

Section 4. Quorum

A quorum shall consist of a majority of the duly appointed Commissioners who are not on a Leave of Absence. Commission action may be taken only by a majority vote of those present within the quorum.

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Section 1. Work Plan

The Commission shall review its achievements, goals, and activities annually and the outcome of this review shall form the basis for the Commission’s Work Plan. Prior to the start of each fiscal year, the Work Plan must be approved by the Commission and then by the Board of Supervisors.

Section 2. Commission Structure and Appointments

Through the annual planning process, a Commission structure will be developed for accomplishing the Work Plan goals and presented to the Commission for approval. Once the structure is approved, the Chair shall present nominees for appointed positions (Coordinators, Liaisons, and committee Chairs) to the Commission for review and approval. Any vacancy of an appointed position shall be filled by the same approval process as soon as possible after the vacancy is announced.

Section 3. Coordinators

Coordinators assume responsibility for the oversight and direction of a broad Work Plan topic area. This role involves coordinating all Commission activities that fall within the scope of the topic area. 

Coordinators are responsible for determining how the work in their topic area is to be accomplished. They may solicit Commissioners (totaling less than a quorum, as defined in Article IV, Section 4), community members, and staff to assist them in their efforts. 

Coordinators are responsible for reporting to the Commission on their activities and their progress toward meeting the goals and objectives established by the Work Plan.

Section 4. Liaisons

Liaisons act as intermediaries with other organizations and agencies.

Liaisons are responsible for determining how to carry out their assignment. They may solicit other Commissioners (totaling less than a quorum), community members, and staff to assist them as necessary. 

Liaisons are responsible for reporting to the Commission on their activities and their progress toward meeting the goals and objectives established by the Work Plan.

Section 5. Ad Hoc Committees

Ad Hoc Committees may be established to address a single issue or specific project with a limited scope and within a defined time frame. Such committees shall be comprised of fewer than a quorum of the active Commission and shall meet for a limited duration, not exceeding one (1) year. Upon the completion of their assigned task, Ad Hoc Committees shall be dissolved. These committees may hold meetings without the public notice requirements mandated by the Brown Act.

Section 6. Standing Committees

Standing Committees may be established to assume responsibility for the Commission’s ongoing work in a general topic area. These committees are created by the Commission and remain active for an indefinite term to address a specific issue or set of issues. Standing Committees are not subject to quorum requirements and may have more or fewer members than a quorum of the full Commission. 

Regular meetings shall be held at designated times, dates, and locations. Meetings of Standing Committees shall comply with the open and public meeting notice requirements of the Brown Act, as outlined in Article IV, Section 1.4.3.

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Resolutions drafted by the Commission and staff that are recommended to the Board of Supervisors for adoption shall be forwarded to the Board of Supervisors and transmitted to the public through the appropriate County process.

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Proposed amendments to these Bylaws shall be submitted to the Officers and then brought to the Commission for discussion and approval. Amendments to the Bylaws will not become effective until approved by the Director of Human Resources and the County Executive Officer.

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