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 ...
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