HomeMy WebLinkAbout2012_0319_Minutes Open_APPROVED COUNTY OF KAUAI
Minutes of Meeting
OPEN SESSION
Approved as circulated 4/23/12
Board/Committee: CHARTER REVIEW COMMISSION Meeting Date March 19, 2012
Location Mo'ikeha Building, Meeting Room 2A/213 Start of Meeting: 4:01 p.m. End of Meeting: 6:03 p.m.
Present Chair Patrick Stack; Vice-Chair Carol Suzawa. Members: Joel Guy; Ed Justus; James Nishida; Jan TenBruggencate
Also: Deputy County Attorney Jennifer Winn; Boards & Commissions Office Staff: Support Clerk Barbara Davis, Administrator
Paula Morikami, Administrative Aide Teresa Tamura
Audience Members: Solette Perry; Charles Iona; John Isobe; Janine Rapozo
Excused Member: Mary Lou Barela
Absent
SUBJECT DISCUSSION ACTION
Administrative Assistant Eddie Topenio administered the Oath of Office to
Carol Suzawa and James Nishida prior to the meeting being called to order.
Call To Order Chair Stack called the meeting to order at 4:01
m. with 6 Commissioners present
Approval of Regular Open Session Minutes of January 23, 2012 Mr. TenBruggencate moved to approve the
Minutes minutes as circulated. Ms. Suzawa seconded the
motion. Motion carried 6:0
Executive Ms. Suzawa moved to go into Executive Session
Session at 4:02 p.m. Mr. TenBruggencate seconded the
motion. Motion carried 6:0
Chair Stack read the Hawai'i Revised Statutes as
described on the agenda that would take the
Commission into Executive Session for item ES-
C CRC 2012-02
Business The meeting resumed in Open Session at 4:29
p.m.
CRC 2012-02 Deliberation and decision-making on possible amendments to
Kaua'i County Charter related to Article VII, Section 7.05 and Article XI,
Section 11.04
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a. Email dated 2/27/12 from Councilmember Mel Rapozo providing
testimony to the Charter Review Commission in support of leaving the
Charter as is with regard to the oversight of the Police Chief Mr. TenBruggencate made a motion to ask the
Commission Staff to issue a press release
announcing the Charter Review Commission
would be taking public testimony at the next
meeting on the subject whether there should be
changes to the Charter with respect to the
suspension and disciplinary action of certain
Department Heads. Mr. Justus seconded the
Attorney Winn reminded the Commission to take public testimony before motion.
voting on the motion.
Solette Perry: Ms. Perry introduced herself as the Regional Human
Resources Director for Hawai'i Health Systems Corporation and the wife of
the Chief of Police Daryl Perry. When Ms. Perry was with DHRD
(Department of Human Resources Development)they looked at H.R.S.
Chapter 76. Ms. Perry proposed that the Commission look at Chapter 76
which gives the definition of an `appointing authority' and the Kaua'i Police
Commission's authority to do the appointment of the Chief of Police. It
embeds those duties and responsibilities as the appointing authority.
Chapter 76 includes specific statutory language about the in-between; the
Police Commission can hire, the Police Commission can fire, the Police
Commission also does the evaluation of the Chief of Police position. The
in-between is what is confusing everyone so with all that authority who has
the delegated power to do the disciplinary action and that is clearly
delineated in Chapter 76. That appointing authority language is applied to
each and every position within the State or the County and delineates that
power to control this position. Ms. Perry pointed out that in her position
with the State her appointing authority is the only person who can suspend
her. Since language is an important piece of her work, Ms. Perry asked the
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Charter Review Commission to consider reviewing the language.
Mr. Justus asked if the language in H.R.S. §76 was incorporated into the
Charter would it have clarified the whole situation.
Ms. Perry responded yes. It would have to do with the definitions so it was
clear as to what the duties and responsibilities were of that appointing
authority because that was where the ambiguity laid. With legislative
provisions or collective bargaining agreements, they did not imbed any
language into them so the language needs to be there to clearly clarify and
delineate what the intent or authorities of that provision is.
Mr. TenBruggencate said by suggesting this language, Ms. Perry was
agreeing with the County Attorney's position that the language was not
sufficiently clear.
Ms. Perry agreed that the language was not now clear but would not agree
with the County Attorney's interpretation as to who was the appointing
authority for the Chief of Police.
Mr. TenBruggencate said the Police Commission was clearly the appointing
authority but they were talking about the authority for suspension.
Mr. Nishida asked if they needed a copy of H.R.S. §76-11.
Attorney Winn said Chapter 76 referred to civil service law.
Mr. Nishida asked if the H.R.S. covered boards and commissions or was
that authority given to the counties to do.
Ms. Perry did not know but under Chapter 76 any type of opinions or
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definitions in the H.R.S. would need to be checked with the State Attorney
General's Office.
Attorney Winn stated that it would not apply to any of the department heads
because they were not civil service.
Ms. Perry said she respectfully disagreed and again said they should ask the
Attorney General's Office because Chapter 76 pertains to public employees
and is covered in the preamble for all the positions and jurisdictions within
the State of Hawai'i. It does include under §76-77 the exemption to the
civil service which is covered by the counties. All of the positions, even
though they are exempt, are covered under Chapter 76 because it is a public
employment clause.
Charles Iona: Mr. Iona introduced himself as presently sitting on the Police
Commission and that when he took the oath to uphold the Charter and went
through the training, there was not one training offered to the Commission
as to the intent of the language when the Charter was drafted and why it
was written the way it was written. As a retired police officer and the
former head of SHOPO for Maui, they were always under the impression
that the Police Commissions were the buffer between administration and the
police department because it was very worrisome about the politics being
played at that time and they had to work to make sure the department was
insulated from the politics. Mr. Iona said §11.04 states the Police
Commission is the appointing authority. The Police Commission hires the
Chief of Police and if they have to remove that person there is a due process
before the Police Chief can be removed. If we are not involved in the
disciplinary action, the Commission can say that nothing will happen to the
Chief because the removal has to go through the Commission. Usually
when there are disciplinary actions there is a progression it follows to
termination. The Commission performs an evaluation process and if we are
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not part of any suspensions how can the Commission give a true evaluation
of the person they are entrusted to evaluate from year to year. To help the
Charter Review Commission decide on the language, Mr. Iona said the
Police Chief is the only appointed position that has an employment contract
with the Police Commission. Mr. Iona begged the Charter Review
Commission to look at that employment contract because whatever
language they put in the Charter that affects the Police Chief will also alter
that contract. The Police Chief has an open-ended contract which means
when he resigns, the contract ends. If he gets terminated for just cause that
contract ends. He retires that contract ends. Should he, hopefully, live to
200 years old that contract will stay for the next 200 years; nothing will
ever happen to that contract which was drafted by the County Attorney's
Office. Mr. Iona again urged the Charter Commission to ask to see that
contract which has language that pertains to when the Police Chief answers
to the Mayor and when he answers to the Commission. One of the key
points is that the Police Chief answers to the Commission on all
administrative matters. There is language in the Charter and the Police
Rules that also govern that the Police Commissioners cannot dabble in the
day-to-day operations but can make recommendations which the Chief does Motion to publish a press release soliciting
not have to follow. public testimony carried 6:0
Mr. Justus moved to receive the communication
from Councilmember Rapozo. Mr.
TenBruggencate seconded the motion. Motion
carried 6:0
Mr. Guy moved to receive the written testimony
of Solette Perry. Mr. Justus seconded the
motion. Motion carried 6:0
CRC 2011-01 Proposed amendment creating a new Section 24.04, Kauai
Coun1y Charter, relating to non-substantive corrections and revisions
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(Deferred to February 2012 meeting)
c. Discussion and possible decision-making on how the Commission can
best achieve a review of the Charter for recommendations to correct non-
substantive items as they relate to grammar, spelling and formatting errors
rrors
in the Charter and whether to consider budgeting for an outside editor
(ongoing)
d. Memorandum dated 3/1/12 from Ricky Watanabe, County Clerk,
regarding responsibility for correcting non-substantive changes to the
Charter Mr. TenBruggencate moved to receive the
communication from the County Clerk. Mr.Justus
seconded the motion. Motion carried 6:0
Mr. Guy wanted to know if the wording "and without altering the sense,
meaning, or effect of any charter provision;" in item 8 was applicable to all
of the statements listed and why was it specific to item 8. None of the items
can alter the sense, the meaning or the effect of any charter provision. Mr.
Guy asked if there was blanket wording that would cover all of the items.
Mr. Justus asked if non-substantive would include the entire concept Mr.
Guy was referring to.
Attorney Winn believed it would and did not think it would be redundant.
Mr. TenBruggencate felt Mr. Guy had hit on a perspicacious point. That
language was repeated in item 10 and was unnecessary in that line. Mr. TenBruggencate moved to remove the words
and without altering the sense, meaning, or effect
of any charter provision in item 8.
Mr. TenBruggencate said he would leave that statement in item 10.
Mr. Justus said his understanding was that item 10 included the word other
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and if it was that particular subsection of that amendment,this line was
referring to that as the other non-substantive changes. Mr. Justus suggested
including the phrase at the beginning of the amendment under section A to
read: The county attorney may propose non-substantive corrections and
revisions to the charter by ordinance that shall not alter the sense, meaning,
or any effect of any article. If placed at the beginning, it should cover all
sub-sections. Mr. Justus seconded the motion. Motion carried
6:0
Mr. Justus moved that they remove the last
sentence in sub-section 10 and in section A add a
second sentence after the word ordinance In
making such revisions the county attorney shall
not alter the sense, meaning, or effect of any
article or section. Mr. Guy seconded the motion.
Motion carried 6:0.
Mr. Justus suggested the ballot question should be altered to read that the
county clerk should be allowed to propose an ordinance that makes all the
changes and minor errors to the Charter that must be approved first by the
County Attorney and then by a vote of five (5) or more members of the
County Council.
Attorney Winn pointed out that section A stated that the county attorney
may propose the corrections. The ballot question cannot be different from
the body of the amendment and the county clerk was not mentioned in the
body of the amendment. Mr. Justus moved to amend section A to read the
county clerk instead of the county attorney to be
followed by altering section D to read "the
ordinance shall be approved by the county
attorney and adopted by a vote of five(5)or more
members of the County Council". Motion failed
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The Commission was reminded that the dual use of county attorney/county for lack of a second.
clerk was originally placed in the amendment while awaiting response from
both offices as to their ability to make non-substantive changes to the
charter.
Mr. Justus said since neither office seemed willing to take on the task
maybe the amendment should be that either office can propose changes be
approved by the county attorney before approval by the County Council.
Mr. Justus thought it was rejected on the ballot about 10 years ago because
it was the county attorney who would propose the language and there
seemed to be distrust from the public about the County Attorney's office.
Attorney Winn cited from the County Attorney's opinion that he was
skeptical of doing non-substantive proposals which do not have any legal
effect because of the workload of the office. Also their office advises the
County Council and it may appear disingenuous to present an ordinance
proposal to the County Council and then advise the Council on the legality
of the ordinance.
Mr. Justus asked if the County Clerk drafted the language and presented it
to the County Attorney's Office for approval would that be less of a
conflict.
Attorney Winn thought so but their office regularly opines on bills and
approve contracts before the County Council, which is more in line with
their job description than creating the language for the bills and contracts.
Chair Stack said it appeared no one wanted to tackle the problem.
Mr. Guy said initially they looked at various options which included an
outside third party and hiring an editor so the County Attorney and the
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County Clerk were not their only two options but he knew there were
budgetary constraints.
Chair Stack added that there were also time constraints. Mr. TenBruggencate moved that this proposed
amendment be removed from the list of
amendments being considered for the ballot this
year and discuss at the next meeting about talking
to the County to get the funding to hire a private
attorney to go through the Charter to make the
recommended changes for the 2014 election. Mr.
Nishida seconded the motion.
Mr. Justus thought it was important to include language that would allow
the Commission to make those changes because even if they hired someone
to present all the correct language if there was not some mechanism to
allow those changes to be made, it would defeat the purpose.
Chair Stack said it was discussed at prior meetings about contracting a
professor of English or grammatical arts which would then be reviewed by
the Charter Review Commission upon completion and forwarded to Council
for approval.
Mr. Justus asked Mr. TenBruggencate if he said the Charter Review
Commission already had the authority to make non-substantive changes to
the Charter.
Mr. TenBruggencate referred the question to the county Attorney but
thought the Charter Commission had the authority to make wholesale
changes to the Charter and present them to the public.
Attorney Winn said that was correct in the sense that this Commission was
the one who would propose the amendments for the electorate to decide on
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by presenting a ballot question that encompassed all the changes made to
the Charter but the electorate had to know what those changes actually Motion to not consider as a ballot item in 2012
were. carried: 4:2 (nay—Justus & Suzawa
CRC 2011-09 Proposed amendment revising Article XV of the Kaua'i
County Charter, relating to establishing a Department of Human Resources
a. Letter dated 3/7/12 from the Human Resources Taskforce to the Charter
Review Commission providing a copy of the communication to the Kaua'i
County Council with an update on centralizing personnel functions and
services Motion to receive the letter dated 3/7/12. Mr.
Nishida seconded the motion. Motion carried 6:0
John Isobe and Janine Rapozo, members of the HR Task Force, were
present to answer questions regarding the proposed Charter amendment and
the communication that was sent to the County Council. The proposed
amendment was initiated by the Cost Control Commission and endorsed by
the Civil Service Commission who oversees the Department of Personnel
Services. The Mayor has indicated his support of creating a Human
Resources Department for the County of Kaua'i. The Cost Control
Commission was informed by the County Auditor's Office that the way the
Charter was constructed there was a question as to whether or not the
Personnel Department could be expanded into a Human Resources
Department without a charter amendment. The Cost Control Commission
did get an opinion from the County Attorney that the Administration had
the authority to expand the functions of the Personnel Department to a full-
fledged Human Resources Department because they had related duties.
The reason the charter amendment was proposed was to eventually clarify
what the new role of the Human Resources or the expanded Personnel
Department would eventually become. The task force has been meeting for
about nine months and is close to making a recommendation relative to the
proposed expansion of Personnel which will be provided to the County
Council as part of the budget submittal. The Charter Commission did have
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questions for the County Council and the Mayor but neither body could
adequately respond to those questions because the task force had not yet
prepared its recommendation. The task force would like to request that this
charter amendment be deferred until the 2014 election in order for the task
force to implement these recommendations on July 1, 2012. That would
give the County about 1 %2 years to work out the kinks of what the
department would be and ensure the amendment that is being proposed
would accurately reflect the actual work that is being performed by the
Human Resources Department. A Human Resources Department cannot
be created without changing the Charter but what can be done is to expand
the functions of the Personnel Department to include Human Resources
functions. The difference being that the charter amendment would embed
these functions so future Mayors could not revert the functions back and a
Human Resources Department would be created as part of a chartered
department. Once the plan is in place, if the charter amendment failed the
Department of Personnel Services would remain as the Department of
Personnel Services and future administrations could alter the plan. If the
charter amendment were to pass, future administrations would not be able
to alter the Human Resources Department without a charter amendment.
Chair Stack asked if there was an economy of scale as related to the change
to Human Resources. Would it add more people and would the payroll be
higher?
Mr. Isobe told the Commission that currently there were staff members in
the various departments who were doing personnel work. The proposal was
to consolidate those positions within the Department of Personnel Services
and expand the functions within Personnel to include areas such as training,
EEOC and other functions that currently are not part of the Personnel
Department. The Personnel Department would be expanded from the
current 9 people to 18 people but the body count for the County would not
increase because they would be coming from existing positions within the
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various departments and consolidating them into the Personnel Department.
The economy of scale would be, in the long run, to have a centralized
Human Resources Department that can uniformly support all of the
different County agencies. Currently,policies and procedures within the
County are not necessarily being implemented uniformly. There are
different administrative issues that create legal problems for the County.
By centralizing it within a single Department that oversees all personnel
within the County, a lot of the issues that currently exist should eventually
dissipate and the Human Resources department would be providing a
singular point of guidance for all County departments.
Mr. Guy asked if the departments showing a high percentage of time doing
personnel functions would be the ones pulled into the Human Resources
Department. Mr. Isobe said correct. Mr. Guy asked if that would eliminate
those spending only 15 to 20% of their time from doing personnel functions
and allow them to do more of the job they were supposed to do. Mr. Isobe
said that was the hope.
Mr. TenBruggencate said the charter amendment as proposed contains a
measure which addresses the issue with regard to the Police Commission
and provides language that gives the political arm of the County a way to
get into the administrative authority in a department that was previously
limited to the Police Commission. Mr. TenBruggencate moved to defer the proposed
amendment indefinitely. Mr. Guy seconded the
motion. Motion carried 6:0
CRC 2011-17 Proposed amendment from Commissioner Justus revising
Article II1, County Council, Sections 3.02 Composition, Section 3.03
Terms, and Section 3.04 Qualifications relating to Partial Districting_
a. Years and Vote tally with Difference for Ballot Questions; Population
Breakdown of Each Town accordin to 2010 Census Data; Conceptual
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Layout of Geographic Areas
b. Email dated 2/17/12 from Jonathan Jay regarding A District Proposal for
At-large Voting and Candidate Residency Requirement Districts for Kaua'i
Mr. Justus said he received lots of comments from the community,
especially the Westside that they wanted to have some type of district
representation in the Council. In the past,partial Council districting has
been voted down but over the years the numbers between the yes votes and
the no votes have shrunk considerably. The Westside community voted
against the 3 district seats and 4 at-large because the Westside was included
with the Southshore and their needs and desires were very different. Mr.
Justus said if the island was broken into the 4 districts most people are
familiar with, there would still be the at-large Council seats. The language
in Mr. Justus' proposal was identical to what other Charter Review
Commissions had placed on the ballot except for the change to 3 at-large
seats and 4 district seats. Mr. Justus also suggested that district seats
remain a 2 year term which would give the community the ability to refresh
that area faster. If the at-large seats are 4 year terms that would justify the
type of campaigning someone would have to do to cover the whole island.
If the at-large seats and district seats were both for 2 year terms, what
would be the justification to run for an at-large seat when they could run for
a district seat for the same term. The 4 district seats would always be in the
majority versus the 3 at-large seats which would be the minority and forced
to listen to the district needs. There has always been a desire for staggered
terms in the Council which this districting would create. Mr. Justus also
suggested a change to the prior proposed ballot question that read"having a
commission that would be a reapportionment commission for every tenth
year"to include "district reapportionment"because many people do not
know what reapportionment means. Mr. Justus also shared that districting
had been on the ballot 4 times before but had not passed.
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Mr. Guy said districting was very appealing to him and was a good starting
point for discussion. The Maui model which Mr. Jay used looks much
simpler and asked Mr. Justus why he did not propose that model.
Mr. Justus said he did not propose straight districts because he thought
Kaua'i's population base might be too small to divide into 7 parts. It
seemed the consensus that a half district, half at-large would address the
idea of needing districts but also allow everyone to vote for people they felt
could represent them as a whole. Mr. Justus said he was not too keen on the
Maui model that Mr. Jay presented because although they have districts,
everyone across the island can vote for someone in that district. A district
should be the consensus of the people who live in the district to elect
someone they feel represents them.
Mr. TenBruggencate liked the idea of districts and whether or not the
numbers had gone up in support of districting, it was not correct to say that
people seemed to want districts. All of the evidence was that every single
time this had come before the voters, they said no. Mr. TenBruggencate
said he had a problem with 2 year terms and 4 year terms sitting at the same
time in the Council because that creates `super councils' with the potential
to create animosities that might not be there if everyone was at risk every
election. Mr. TenBruggencate suggested simplicity and did not think the
proposal was simple enough.
Mr. Justus said he presented a full package with all the contingencies in it
just to start the discussion. If it was too confusing it could always be
proposed later on but if they could get the district thing out there and get it
approved first, they could always add that in later which is why he included
separate questions for the ballot question. Option A ballot question was
how the district thing would work; the others are things that may or may not
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need to be included now such as term limits.
Ms. Suzawa said a no vote was a no vote and caused discomfort when it
kept coming back. Ms. Suzawa suggested there be a public hearing on
districting. Ms. Suzawa further said she knew what was happening with the
different areas of the island because of friends and family ties and that the
island was not so big that you could not keep in touch with what was going
on.
Mr. Nishida said he always voted against districting because he wanted to
vote for all of his Councilmembers. Also having been in a split district he
was not always able to vote for the people he wanted. If the
reapportionment was strictly based on population, it would split Kapa`a
with a portion going to the Northshore1 and a portion of Kalaheo going to
the South district; Hanama'ulu would be with Wailua. Mr. Nishida thought
that narrowing down the place where the vote came from could bring new
people in but he was not sure it should be opened up for a public hearing
until more details had been worked out. In Section 3.03, Terms, Mr. Justus moved to
remove the brackets in front of for and following
two years in the first and second line and delete
two years for district seats and four years for at-
large seats in the second sentence and the words
for district seats, and more than two consecutive
four year terms for at-large seats in the last
sentence. Mr. Guy seconded the motion.
Ms. Suzawa said instead of rushing into making changes she would like to
have the whole proposal looked at in its entirety and have a sub-committee
work on the language and bring it back to the Commission. Mr. Justus withdrew the motion. Mr. Guy
withdrew the second to the motion.
Mr. TenBruggencate moved to create a special
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Sub-committee made up of Commissioners
Suzawa,Nishida and Justus to study and review
districting and bring a recommendation back to
the Commission. Mr. Justus seconded the
motion.
Ms. Suzawa agreed to chair the Sub-committee and return with their
recommendation at the April meeting. Motion carried 6:0
Chair Stack asked the Staff for suggestions to take public testimony on the
Mayor's authority.
Ms. Davis deferred the question to Ms. Morikami noting that the
Commission was at the point where they had to find the end for those issues
that are to go on the ballot in 2012 to allow for the writing of the ballot
questions and final legal review.
Ms. Morikami said after working with the County's elections division to
determine the timeline required for printing the ballot questions for the
General Election, the dates were worked backwards from the State
Election's deadline as shown in CRC 2012-03. It was hoped that the
Commission could finalize those ballot items at this meeting to allow the
legal analyst to write the findings and purpose as well as ballot questions,
where needed,before the second review of the Commission and final legal
review from the County Attorney's Office.
Chair Stack asked what date they would be looking at if they wished to take
public testimony.
Ms. Morikami said based on the timeline, today would be the cutoff and the
only way to consider taking items for public testimony would be to
schedule a special meeting.
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Attorney Winn added that the Commission would need two more meetings
to finish the redistricting because the Sub-committee would need to bring
their recommendations to the Commission at the next meeting and then at a
subsequent meeting the Commission could vote on those recommendations.
Mr. Justus said it appeared the redistricting would have to go on the 2014
ballot.
CRC 2011-13 Review and prioritize proposed amendments for consideration
of placement on the 2012 ballot(ongoing review)
Ms. Suzawa recapped the status of the proposed amendments.
2012 Ballot Items:
CRC 2011-05 §24.01 B—(percent of registered voter signatures on petition)
CRC 2011-04 §22.03 C—(percent of registered voter signatures for initiative
and referendum)
CRC 2011-07 §1.03—(clarification relating to the election of County Officers)
CRC 2011-08 §23.01, §7.03, & §29.00 — (relating to salaries of County
Officers)
CRC 2011-11 §23.02 H—(term limits for board and commission members)
Items deferred to 2014 or indefinitely:
CRC 2011-01 §24.04—(correcting non-substantive language to the Charter)
CRC 2011-09 §XV—(establishing a department of Human Resources)
CRC 2011-12 §XX—(changes to the Code of Ethics)
CRC 2011-15 §IXA—(no proposal brought forward by Prosecutor's Office)
Mr. TenBruggencate thought that 5 ballot questions was a good number with
the Sub-committee considering whether to put the question on this year's
ballot "Shall the Charter Commission in the next election bring back
recommendations for districting".
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Attorney Winn stated that the Commission can only make charter amendments
so they would have to make a change to the language in the Charter.
Mr.TenBruggencate said if they were not making a specific proposal this year
they could ask the voters if they want the Commission to look into districting.
Attorney Winn said they could not use poll questions on the ballot; the
question would have to reflect an actual change to the language in the Charter.
The Commission was advised that although they had approved the language
changes to the proposed charter amendments, the findings and purpose and
ballot questions still need to be written. That will give the Commission one
last chance to move an item to the ballot or to kill it.
Announcements Next Meeting: Monday, April 23, 2012 at 4:00 pm, Meeting Room 2 A/B
When asked if there was a possibility the Commission might consider one or
two more ballot questions, Chair Stack said he would like to see the
Commission make a determination about the Mayor's authority and include it
as a ballot question.
Staff will research available dates for a special meeting and advise the
Commissioners accordingly.
Adjournment Chair Stack adjourned the meeting at 6:03 p.m.
Submitted by: Reviewed and Approved by:
Barbara Davis, Support Clerk Patrick Stack, Chair
( ) Approved as is.
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( ) Approved with amendments. See minutes of meeting.