Title 19

IN-HOME SUPPORTIVE SERVICES PUBLIC AUTHORITY

Chapters:

19.04 In-Home Supportive Services Public Authority

Chapter 19.04

IN-HOME SUPPORTIVE SERVICES PUBLIC AUTHORITY

Sections:

19.04.010 Findings and purpose.

19.04.020 Definitions.

19.04.030 Public authority created.

19.04.040 Governing body.

19.04.050 Authority duties.

19.04.060 Powers.

19.04.070 Liability of authority.

19.04.080 Staffing. 19.04.090 County costs.

19.04.100 Labor relations program.

19.04.110 Budget.

19.04.120 Fiscal provisions.

19.04.130 Records.

19.04.140 Termination.

19.04.150 Advisory committee.

19.04.010 Findings and purpose. As required by Welfare and Institutions Code Section 12302.25, the board of supervisors of Trinity county determines that the establishment of a public authority whose powers are derived from and consistent with the provisions of Welfare and Institutions Code Section 12301.6 is necessary for the public health and welfare. The public authority shall serve as the employer of providers of in-home supportive services for purposes of the Meyers-Milias-Brown Act. (Ord. 1267 §1(part), 2002)

19.04.020 Definitions. For purposes of this article, the following definitions apply:

A. "Authority" means the Trinity county in-home supportive services public authority.

B. "Provider" means a person who provides authorized in-home supportive services to a recipient.

C. "Recipient" means a person eligible and authorized to receive in-home supportive services.

D. "IHSS" means in-home supportive services as described in Welfare and Institutions Code Section 12300 et seq

E. "County" means the County of Trinity.

F "Directors" means the Trinity county board of supervisors serving as the governing body of the public authority. (Ord. 1267 §1(part), 2002)

19.04.030 Public authority created. The board of supervisors establishes a public authority whose powers and authority are derived from and consistent with the provisions of Welfare and Institutions Code sections 12300 et seq. The public authority shall be known as the Trinity county in-home supportive services public authority and shall be referred to as the "Authority." (Ord. 1267 §1(part), 2002)

19.04.040 Governing body. The governing body of the authority shall be the Trinity county board of supervisors. (Ord. 1267 §1(part), 2002)

19.04.050 Authority duties. The duties and responsibilities of the authority shall be as follows:

A. To implement the goals and objectives of Welfare and Institutions Code Section 12301.6, including, but not limited to (1) the provision of assistance to recipients in finding in-home supportive services personnel through the establishment of a registry; (2) the investigation of the qualifications and background of potential in-home supportive services personnel; (3) the establishment of a referral system under which in-home supportive services personnel shall be referred to recipients; (4) the provision for training for providers and recipients; (5) the performance of any other functions related to the delivery of in-home supportive services; and, (6) the assurance that the requirements of the personal care option pursuant to Subchapter 19 (commencing with Section 1396) of Chapter 7 of Title 42 of the United States Code are met.

B. To adopt a budget for the authority;

C. To exercise all powers, duties and functions as are prescribed by statute, ordinance of the board of supervisors and

the authority.

D. Notwithstanding subdivision 1(d), the authority shall not be obligated to provide training directly, to pay for training provided privately or in the community, to pay for the providers' time spent in training, to ac-company recipients to training, to pay for transportation to training or to pay for any materials required by the training. The authority shall not be obligated to ensure that any provider or recipient attend or complete any training.

E. The authority shall not be responsible for (1) authorizing services for an IHSS recipient; (2) determining a recipient's need for IHSS, the level and type of services required, and the eligibility of individuals to be served; (3) conducting the initial or any subsequent assessment of need for services; or (4) terminating the recipient's participation in the IHSS program. The above-referenced services and functions shall be the exclusive responsibility of the county of Trinity. (Ord. 1267 §1 (part) , 2002)

19.04.060 Powers.

A. The authority shall be an entity separate from the county of Trinity and shall file the statement of fact for the roster of public agencies required by Government Code Section 53051.

B. To promote administrative efficiencies and to avoid unintended duplication of resources prior to initiating delivery of IHSS through the authority, as described in this article, the county and the authority shall enter into an agreement specifying the purposes, scope or nature of the agreement, the roles and responsibilities of each party including provisions that further compliance with all applicable county, state and federal labor laws, and compliance with all statutory and regulatory provisions applicable to the delivery of IHSS.

C. The authority shall be a corporate public body, exercising public and essential governmental functions with all powers necessary and convenient to carry out the powers conferred upon it by Welfare and Institutions Code Sections 12300 et seq. and this chapter, including the power to contract for services pursuant to Welfare and Institutions Code Sections 12302 and 12302.1, subject to any limitations set forth in this article.

D. The authority shall have the power in its own name to do any of the following:

1. Contract for the services of planners, financial consultants and other experts and separate and apart therefrom, to employ such other persons as it deems necessary.

2. Sue and be sued in its own name.

3. Incur debts, liabilities or obligations subject to any limitations herein set forth.

4. Apply for, accept and receive state, federal or local licenses, permits, grants, loans or other aid from any agency of the United States of America, or of the state of California necessary for the authority's full exercise of its powers.

5. Perform all acts necessary and proper to carry out fully the purpose of this article and not inconsistent with Welfare and Institutions Code sections 12300 et seq. or this article.

E. The authority shall be deemed to be the employer of IHSS providers within the meaning of Chapter 10 (commencing with Section 3500) of Division 4 of Title 1 of the Government Code, commonly known as the Meyers-Milias-Brown Act. Nothing in these enumerated powers shall be construed to limit or interfere with the rights of IHSS recipients to hire, fire and supervise the work of any worker providing services to them.

F. Nothing in these enumerated powers shall be construed to alter, require the alteration of, or interfere with the state's payroll system and other provisions of Welfare and Institutions Code Section 12302.2 for independent providers of IHSS, or to affect the state's responsibilities with respect to unemployment insurance, or workers' compensation for providers of IHSS. (Ord. 1267 §1(part), 2002)

19.04.070 Liability of authority.

A. Any obligation or legal liability of the authority, whether statutory, contractual or otherwise, shall be the obligation or liability solely of the authority and shall not be the obligation or liability of the county of Trinity.

B. All contracts, leases or other agreements of any nature, including collective bargaining agreements, between the authority and any party, except those with the county, shall contain the following statement: "The authority is an independent legal entity, separate and apart from the county of Trinity. The authority has no power to bind the county to any contractual or legal obligations. Nor may the obligees of the authority seek recourse against the county of Trinity for any financial or legal obligation of the authority."

C. The authority shall not be deemed to be the employer of IHSS providers for purposes of liability because of the negligence or intentional torts of the IHSS providers. Employees of the authority shall not be employees of the county for any purpose.

D. The county shall be immune from any liability resulting from its implementation of Welfare and Institutions Code Sections 12301.6 et seq. in the administration of the in-home supportive services program. Any obligation of the authority, whether statutory, contractual or otherwise, shall be the obligation solely of the authority, and shall not be the obligation of the county.

E. The authority shall maintain all insurance coverage necessary in an amount to be determined adequate by the directors. If the authority purchases its own insurance, the limits of liability shall be in an amount acceptable to the directors and shall name the county as an additional insured.

F. The authority shall indemnify, defend and hold harmless the county, its elected and appointed officers, employees and agents from and against any and all liability, including defense costs and legal fees, resulting from claims for damages of any nature whatsoever, including but not limited to personal injury or property damages arising from or connected with any'act or omission of any officer, employee or agent of the authority.

G. The authority shall require all third parties with whom it contracts, other than the county of Trinity, to indemnify the authority, to provide the authority with written acknowledgment of such indemnification and to maintain adequate levels of insurance naming the authority as an additional insured. (Ord. 1267 §1(part), 2002)

19.04.080 Staffing.

A. The directors of the authority shall appoint and/or contract for a public authority manager and shall provide broad general supervision and policy direction to that individual. The directors of the authority shall appoint and/or contract for subordinate staff necessary for the administration and operation of the authority.

B. The authority may utilize county employees/departments/services to assist in carrying out its duties. County employees/departments/services utilized by the authority may include, but not be limited to, the following county departments: (1) Auditor-Controller, (2) Treasurer-Tax Collector, (3) Health and Human Fiscal and Administrative Units, (4) Human Resources for the provision of labor relations consultation, personnel related services and risk management services; and, (5) County Counsel shall act as the legal advisor for the authority. (Ord. 1267 §1(part), 2002)

19.04.090 County costs. The costs and expenses of Trinity county to provide administration, legal, labor relations and other services, and to make payment to or provide benefits for in-home support services providers, shall be charged against the funds of the public authority. Payment for services rendered by county employees shall be made to the county and shall be an administrative expense charged against the authority budget. Payment to the county by the authority for such services shall be made based upon invoices received from the county. (Ord. 1267 §1(part), 2002)

19.04.100 Labor relations program.

A. Purpose - It is the purpose of these procedures to provide for the orderly and systematic consideration of labor relations matters regarding wages, hours and other terms and conditions of employment between the authority, providers and their recognized labor organizations. It is also the purpose of these procedures to promote the improvement of personnel management and labor relations within the authority by providing a uniform basis for recognizing the right of providers to join labor organizations of their own choice and to be represented by such organizations in their labor relationship with the authority including, but not limited to, hours, wages and other terms and conditions of employment (subject to the regulations of the welfare and Institutions Code Section 12301.6).

B. Definitions - Except where the context otherwise requires, the definitions given in this section govern the construction of the procedures.

1. "Certified labor organization" means a labor organization or its duly authorized representative that has been certified by the state department of meditation and conciliation services as representing the majority of providers.

2. "Day" means calendar day. If the particular day a notice is due, or action under this resolution is required, occurs on a day when the authority is not open for business, then the next succeeding day the authority is open for business shall be the day originally required.

3. "Impasse" means a deadlock in the meet and confer process between a certified labor organization and the authority over any matters concerning which they are required to meet and confer in good faith, or over the scope of such subject matter.

4. "Labor organization" means any organization which has as one of its primary purposes representation of providers in their labor relationships with the authority.

5. "Labor relations" means the labor relationship between the authority and providers and their labor organizations.

6. "Labor representative" means a person who is authorized and designated in writing by a certified labor organization to represent the organization in dealing with the authority.

7. "Management employee" means any employee having significant responsibility for formulating, administering or managing the implementation of IHSS policies or programs or having responsibility for directing the work of subordinates through lower level supervision as designated by the directors of the authority.

8. "Management representative" means the directors of the authority or any person or persons designated by the directors of the authority to meet with representatives of certified labor organizations.

9. "Mediation" means efforts by an impartial third party or patties to assist as intermediaries through interpretation, suggestions and advice in reconciling disputes regarding wages, hours and other terms and conditions of employment between the authority's management representatives and the labor representatives of the certified labor organization.

10. "Meet and confer in good faith" means the process through which the authority, or such representatives as it may delegate, and labor representatives of certified labor organizations are mutually obligated to personally meet and confer in order to freely exchange information, opinions and proposals on matters within the scope of representation; and to endeavor to reach agreement on matters within their authority or on a joint recommendation to the governing board on matters within the board's decision making authority.

11. "Memorandum of Agreement" means a written memorandum incorporating matters on which agreement is reached in the meeting and conferring process between the authority's management representative and representatives of certified labor organizations. The memorandum shall be presented to the governing board of the authority for determination.

12. "Proof of provider approval" shall have the meaning which is ascribed to that term in Provision F(2) of these procedures.

13. "Provider" means a person hired by recipients of IHSS to provide services to recipients.

14. "Public Authority" means an entity established by Trinity county ordinance to serve as the employer of record for

purposes of collective bargaining over wages, hours and other conditions of employment for IHSS providers and to carry out the mandated functions of Section 12301.6(a)(2) of the Welfare and Institutions Code.

15. "Recipient" means individuals who are served by IHSS providers. Recipients have the right to hire, terminate without cause, and supervise the work of providers who provide these services.

C. Strike or Work Stoppage - Due to the special, and critical healthcare services provided through the IHSS program, the board of supervisors finds that any interruption of such services would pose an imminent threat to the health and safety of the recipients of IHSS services and to the community. Therefore, no provider or labor organization, its representatives or members shall cause, en-gage, or participate in, instigate or encourage a strike or work stoppage or any other concerted actions adverse to the recipients and the authority. Participation by a provider in a strike or work stoppage shall subject the provider to disciplinary action, up to and including removal from his assignment.

D. Provider Rights - Providers shall have the right to form, join and participate in the activities of labor organizations of their own choosing for the purpose of representation on all matters of labor relations. Providers also shall have the right to refuse to join or participate in the activities of labor organizations. It shall be an additional right of the provider to represent themselves individually in their labor relations with the authority. Neither the authority nor the certified labor organizations shall interfere with, intimidate, restrain, coerce or discriminate against providers because of the exercise of their rights under this section.

E. Authority Rights - It is the exclusive right of the authority to make all decisions of a managerial or administrative character including, but not limited to:

1. The nature and extent of services performed;

2. The methods, means and personnel by which the authority operations are to be conducted; and such other decisions as may be necessary to organize and operate the authority in the most efficient manner and in the best interest of recipients.

F. Provider Labor Organization - Certification petition.

1. A labor organization which seeks to become a certified labor organization shall file a petition for certification accompanied by proof of provider approval of at least thirty percent of the paid providers as shown on the list of the preceding three months, who desire the petitioning labor organization to be their sole representative.

2. Proof of provider approval means that the labor organization submitting a petition to the public authority coordinator or designee has demonstrated proof of approval by the provider whom it claims to represent by means of any one or any combination of the following:

a. Signed and dated signatures on a petition;

b. Signed and dated authorization cards; provided, however, that no petition or authorization card may be used as proof of provider approval unless it specifically provides that the intent of the signer is to secure certification for the labor organization named therein, For purposes of subdivision (a) of this subsection, only signatures executed within ninety calendar days prior to the date the petition for certification is filed shall be accepted as proof of provider approval. In the instance of a provider designating more than one labor representative through either of the above mechanisms, a written notice shall be sent to that provider by the public authority coordinator or designee requesting that the provider designate only one labor organization within ten calendar days.

c. Upon the receipt and validation of certification petition, the public authority coordinator or designee shall publish notice at least once in the legal notice section of the Trinity Journal.

3. If proof of employee approval is validated, the public authority coordinator or designee shall arrange for a secret ballot election, to be conducted in accordance with the rules of the state division of concilation of the department of industrial relations, pursuant to Government Code Section 3502.5. Only those providers who

were employed in such capacity during the three months preceding the date of the secret ballot election shall be entitled to vote.

G. Election: Organizations on Ballot - In an election, the names of the petitioning labor organization and of any other labor organizations which submit proof of provider approval of at least ten percent shall appear on the ballot together with the choice of "No labor organization".

H. Election: Cost - The cost of conducting a certification election shall be borne equally by the authority and petitioning labor organization.

I. Certification Following Election - State mediation shall certify as a certified labor organization, that organization, if any, receiving a majority of ballots cast in a valid election. In the event that a majority of such ballots cast is for no labor organization, state mediation shall certify that no certified labor organization represents the providers. If none of the choices on the ballot receives a majority of the ballots cast, a runoff election shall be held between the choices receiving the two highest numbers of votes. State mediation shall certify as the certified labor organization the choice receiving the majority vote in a valid runoff election or shall certify that no certified labor organization represents the providers.

J. Unfair Election Practices - Unfair practices charges made during an election shall be submitted to the public employment relations board for resolution.

K. Certified Labor Organization - Upon request, a certified labor organization shall have the right to meet and confer in good faith with the negotiator (s) designated by the directors of the authority regarding wages, hours and other terms and conditions of employment within the scope of representation.

L. Scope of Representation - The scope of representation shall include all matters relating to labor relations including, but not limited to, wages, hours and other terms and conditions of employment, except, however, that the scope of representation shall not include the consideration of the areas enumerated as exclusive authority rights. The certified

labor organization shall have the right to represent all providers regarding salary and benefits. The certified labor organization shall be given the opportunity to be represented at formal discussions between the authority and providers concerning grievances, personnel policies and practices or other matters affecting working conditions of providers. Nothing in this section affects the right of recipients to hire, terminate without cause and supervise the work of any provider who performs services for them.

M. Advance Notice: Proposed Actions - Except in cases of emergency, each certified labor organization affected shall be given reasonable written notice of any rule, resolution or regulation directly relating to matters within the scope of representation proposed to be adopted by the authority and shall be given the opportunity to meet with the appropriate management representatives prior to adoption. For the purposes of such notification, the published agenda of the governing board will suffice for notice of proposed actions by this body. This form of notification, however, will not be deemed sufficient where the agenda item is so phrased as to not indicate the full and true nature of the matter to be considered. In cases of emergency when the public authority coordinator or designee determines that a rule, resolution or regulation must be adopted immediately without prior notice or meeting with the certified labor organization, the public authority coordinator or designee shall provide such notice and opportunity to meet at the earliest practical time following the adoption of such a measure. It is the obligation of the certified labor organization to provide the public authority coordinator or designee with the name and mailing address of the organization's representative who is to receive all notices together with the local street address to which notices may be delivered.

N. Decertification - A request for decertification of a certified labor organization or for certification of a labor organization other than that organization currently certified; must be accompanied by proof of provider approval of at least fifteen percent. The public authority coordinator or designee may also initiate a decertification proceeding because of substantial changes in authority functions or organizational structure. Proceedings under this section shall not be instituted sooner than one year following certification of a labor organization. Thereafter, such petitions may only be filed during a one calendar month period beginning seven full calendar months prior to the expiration date of the provider's memorandum of agreement, or during the period where the memorandum of agreement has expired and there is no successor memorandum or agreed-to extension of the cur-rent memorandum.

0. Impasse: Used when - Impasse procedures shall be used only when all other attempts at reaching an agreement through meeting and conferring in good faith have been unsuccessful. When an impasse has been reached, the parties may mutually agree to request the assistance of a mediator from the state mediation and conciliation service or any other source mutually agreed upon. (Mediation is not a mandatory impasse resolution procedure.) All mediation shall be private. The mediator shall make no public recommendations or take any public position concerning the issues.

P. Mediation: Cost - The cost of mediation shall be borne equally among all parties involved.

Q. Unfair labor relations practices: Authority - It shall be an unfair labor relations practice for the authority to:

1. Interfere with, restrain or coerce providers in the exercise of the rights recognized or granted in this chapter;

2. Dominate or interfere with the formation of any labor organization or contribute financial support to it provided that the authority may permit the use of authority facilities, and permit providers who are officers or representatives of employee organizations to confer with authority during working hours without loss of time or pay, subject to applicable regulations;

3. Refuse to meet and confer with representatives of certified labor organizations on matters within the scope of representation during the periods prescribed by this chapter;

4. Refuse or fail to cooperate with any duly designated mediator;

5. Violate any section of this procedure.

R. Unfair labor relations practices: Labor organizations or agents - It shall be an unfair labor relations practice for providers or labor organizations or their agents to:

1. Interfere with, restrain or coerce providers in the exercise of the rights recognized or granted in this chapter;

2. Refuse to meet and confer with the authority on matters within the scope of representation when the labor organization involved has been recognized as the certified representative;

3. Refuse or fail to cooperate with any duly designated mediator;

4. Engage in a strike, slowdown or work stoppage of any kind against the authority;

5. Violate any section of this chapter.

All unfair labor practice charges shall be filed with the public employment relations board for resolution.

S. Administration - The negotiator(s) designated by the directors of the authority is designated as the authority's management representative whose duty it shall be to meet and confer in good faith regarding wages, hours and other terms and conditions of employment in an attempt to reach agreement with representatives of certified labor organizations.

T. Rules and regulations - The directors of the authority are authorized to establish rules and regulations to carry out the intent of these procedures. He or she also has the authority for the administrative interpretation of this procedure. Interpretations made by the coordinator or designee are subject to appeal to the governing board.

U. Meetings - No meetings, including those for organizing efforts and other internal labor organization affairs, shall take place in the residence of an IHSS recipient without the prior approval of the recipient and shall be conducted during hours in which the provider is not working.

V. Use of public authority resources - Access to authority business locations and the use of authority paid time, facilities, equipment and other resources by labor organizations and those representing them shall be authorized only to the extent provided for in memoranda of agreement and/or authority administration procedures and shall be limited to lawful activities pertaining directly to the labor relationship.

W. Construction.

1. Nothing in these procedures shall be construed to deny any recipient, provider or labor organization the rights granted by federal and state laws;

2. The rights, powers and authority of the governing board and the rights of labor organizations in all matters, including the right to maintain any legal action, shall not be modified or restricted by this provision.

3. The provisions of these procedures are not intended to conflict with, nor shall they be construed in a manner inconsistent with, the provisions of Chapter 10, Division 4, Title 1 of the Government Code of the state of California (Sections 3500 et seq.) as amended.

X. Severability - If any provision of these procedures, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this policy or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. (Ord. 1269 §1 (part), 2003; Ord. 1267 §1(part), 2002)

19.04.110 Budget. The authority shall adopt its budget under the same laws, rules and policies that control the county budget process. The authority will be maintained as a separate budget entity. The budget will be submitted to and adopted through the health and human services department to the directors for approval. (Ord. 1267 §1(part), 2002)

19.04.120 Fiscal provisions.

A. In adopting this article, the board of supervisors recognizes that the funding of IHSS is the product of a complex relationship of federal, state and county financing and that the ability of the authority to operate and to negotiate the wages and benefits of the IHSS providers is contingent upon the availability of adequate funding from all sources. Nothing in this article is intended to require the county to appropriate any funds for the operation of the authority or for the payment of wages or benefits to IHSS providers.

B. The establishment and operation of the public authority or application of Government Code Section 3500 et seq. shall not result in payments from the county's general fund beyond the county's annual appropriation for the public authority, if any, which shall be an absolute limit on county costs.

C. The public authority shall not have the authority to agree to or approve any collective bargaining or other agreement that requires an increase in wages or benefits unless there is the state or federal match for such increase. Services shall not be reduced in order to fund the authority or implementation of Government Code Section 3500, et seq..

D. The authority shall provide the county with the expenditure information necessary for the county to report to the California department of social services in order to receive reimbursement for the state and federal share of the authority costs.

E. The authority shall assist the county in developing and submitting the information and documentation necessary to obtain approval from the California department of social services and the department of health services for the authority's reimbursement rate and any rate adjustment.

F. Payment for all services provided pursuant to this article is contingent upon the appropriation of county, state and federal funds for the purpose of providing IHSS. (Ord. 1267 §1(part), 2002)

19.04.130 Records. The authority shall develop a record retention policy consistent with county, state, and federal laws and policies. The authority shall make any of the retained records available to all authorized county, state and federal representatives. The authority shall comply with the health insurance portability and accountability act. (Ord. 1267 §1(part), 2002)

19.04.140 Termination. By repeal of this chapter, the board of supervisors may abolish the authority. (Ord. 1267 §1(part), 2002)

19.04.150 Advisory committee.

A. The board of supervisors hereby establishes an IHSS advisory committee whose powers are derived from and are consistent with the provisions of Welfare and Institutions Code Sections 12301.4 and 12301.6.

B. Because the county's IHSS advisory committee established by the board of supervisors on March 20, 2001, was established in compliance with the requirements of Welfare and Institutions Code Section 12301.6, it meets the hereinafter provided requirements and its members shall comprise the initial members of the IHSS advisory committee provided by this section. The existing IHSS advisory committee members shall complete their current terms pursuant to this section. All new appointments shall be made pursuant to this section.

The advisory committee shall consist of the following:

1. The advisory committee shall be comprised of no more than eleven members.

2. At least fifty percent of the members must be current or past consumers of personal services.

3. At least one member must be a current of former in-home supportive services provider.

4. No more than one member may be a county employee.

C. All members, including the district resident nominees, can be removed at any time for any reason by a four-fifths vote of the board of supervisors. The person appointed to fill a vacancy so created shall serve the remaining time for which the person so removed was appointed. Each member shall, however, continue to serve until a successor has been duly appointed and qualified, unless otherwise removed by four-fifths vote of the board of supervisors.

D. Advisory committee members may reapply to serve for an additional term, with no limit on the number of terms to be served.

E. The IHSS advisory committee shall provide ongoing advice and recommendations regarding in-home supportive services to the Trinity county board of supervisors, the administrative body in the county that is related to the delivery and administration of in-home supportive services, and the directors and administrative agency of the authority.

F. The IHSS advisory committee shall have no veto or approval power over the authority actions.

G. Advisory committee members shall not be compensated except that they shall be reimbursed for reasonable expenses including, but not limited to travel, mileage and childcare, for attending meetings and discharging other official responsibilities as provided by the board of supervisors in the Trinity county salary resolution.

H. The advisory committee shall develop by-laws, which shall be presented to the board of supervisors for approval prior to adoption or amendment by the advisory committee. The by-laws shall at a minimum provide for: meetings, election of officers and terms served. (Ord. 1267 §1(part), 2002)