FROM: Debby Cherney, Chief Executive Officer
SUBJECT: SBCERA By-Laws
RECOMMENDATION:
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Approve and adopt one of two alternate amendments to SBCERA By-Laws Article II, Section 4 regarding the voting requirements for the SBCERA Board of Retirement.
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BACKGROUND:
Article II, Section 4 of the By-Laws addresses voting requirements for Board actions. At its meeting on November 6, 2025, the Board directed staff to bring language for two alternative versions of By-Law language regarding the minimum number of affirmative votes required to approve an item, particularly when attendance varies. The ambiguity identified by the Board centered on whether the required vote threshold should be based on (1) the number of trustees eligible to attend and vote, or (2) the number of trustees actually in attendance and eligible to vote at the meeting.
At the Board’s request, Staff presents two proposed revisions to Article II, Section 4 of the SBCERA By-Laws, Version A and Version B, for the Board’s review and consideration. These revisions reflect the Board’s request to clarify the number of votes required for Board action.
I. Version A - Majority of Those Eligible to Attend and Vote (Fixed Minimum of Five Votes)
Version A establishes that the majority requirement is based on the total number of trustees eligible to attend and vote, regardless of actual attendance. This version maintains a minimum requirement of five (5) affirmative votes for any action of the Board.
II. Version B - Majority of Those in Attendance and Eligible to Vote (Attendance-Based Voting)
Version B ties the required vote threshold to the number of trustees actually in attendance and eligible to vote at a meeting. Under this approach, Board action requires a simple majority of eligible members present. For example, if all nine (9) trustees are in attendance and eligible to vote, the requirement of a simple majority would require five (5) affirmative votes. However, a safeguard provision has been added to require at least four (4) affirmative votes when seven (7) or fewer eligible trustees are present. This ensures that when only a quorum of five (5) members is present, any action must receive at least four (4) affirmative votes to pass.
For clarity, in both Versions A and B, an alternate trustee is considered “eligible to attend and vote” or “in attendance and eligible to vote” only when a statute expressly authorizes their participation. In those circumstances, the alternate may vote and be counted toward the voting threshold. This does not change current practice regarding alternate trustees; rather, it simply clarifies it.
Neither version changes the quorum requirements for the Board of Retirement.
Staff recommends that the Board review and consider both versions and adopt either Version A or Version B to be incorporated in the SBCERA By-Laws.
Once approved, the newly adopted By-Laws are required by law to be sent on the San Bernardino County Board of Supervisors for their approval.
BUDGET IMPACT:
None.
STRATEGIC PLANNING GOAL/OBJECTIVE:
Operational Excellence & Efficiency
STAFF CONTACT:
Debby Cherney
ATTACHMENTS:
Exhibit A: Version A - Majority of Those Eligible to Attend and Vote (Fixed Minimum of Five Votes)
Exhibit B: Version B - Majority of Those in Attendance and Eligible to Vote (Attendance-Based Voting)
Exhibit C: SBCERA By-Laws