Advocacy Packet - Support for Update to Auxiliary Organization Open Meeting Code

ProposedUpdatetoAuxiliaryMeetingsCode
(CAEd.Code89920-28)

Date: January 22, 2015,
From: Jerry Dinzes
President
Associated Students of HSU
Juan Cervantes
External Affairs Officer
Associated Students of HSU
RE: Proposed Update to Auxiliary Meeting Code (CA. Ed. Code 89920 – 28)
Dear Decision Makers and Stakeholders,
The Associated Students (AS) of Humboldt State University (HSU) is a recognized non-profit
corporation, serving over 8,000 California State University (CSU) students. In Education Code terms
we are defined by the State as a Student Body Organization (CA Ed. Code 89300-7.4) and as a CSU
Auxiliary Organization (CA Ed Code 89900-28). Located in the rural North Coast, HSU‘s largest
applicant demographics come from the Greater Los Angeles Area (+40%) and from the Bay Area
(28%). Our office works with issues that impact students on the HSU campus and throughout the CSU
system.
The AS External Affairs Officer, Juan Cervantes, serves as a Board Member of the California State
Student Association (CSSA), a non-profit corporation that advocates on behalf of each of the 23 CSU
campuses, and works closely with the CSU Chancellor’s Office. Together with the CSSA, we have
developed conceptual support for an update to an “open meetings” law in California Code. The
legislation that we are seeking would update Code pertaining to the “meetings, elections, and judicial
determinations” of CSU Auxiliaries.
The AS of HSU has worked diligently on a draft update for your review. It is our desire to talk to the
various stakeholders and decision makers in more detail about this proposal. It is our understanding that
sunshine laws have been met with bi-partisan support in the past. The most recent legislation to
increase transparency in CSU Auxiliaries occurred in 2011 with the Richard McKee Transparency Act
(CA Ed. Code 89913-9; SB 8), which mimics the California Public Records Act. The Bill passed the
Assembly Floor unanimously, and the Senate Floor with one nay vote.
For more information or to schedule a meeting, please contact Jerry Dinzes by phone at (303) 562-4946
or by email at jgd127@humboldt.edu.

Justification for Proposed Legislation
Brief Description: Reasoning for an update to CSU Auxiliary open meetings law.
Legislative History: In 1986, SB 2286 was enacted, creating a new meetings law that dictated the how
the boards of CSU Auxiliaries conducted their business. Prior to passage of SB 2286, CSU Auxiliaries
held meetings pursuant the Bageley Keene Act. At the time the Bageley Keene Act required CSU
Auxiliaries to post their agendas ten days in advance of a meeting, an encumbrance for student body
organizations that met on seven day cycles. Senate Bill 2286 was intended to (a) decrease the time prior
to a meeting that a CSU Auxiliary had to release their agenda, (b) to increase students’ ability to
participate in public processes, and to (c) closely mirror the Brown Act.
However, the language of the Brown Act has been dramatically revamped since 1986, representing the
ongoing desire of Californians for improved access to governmental processes. We are proposing that
the CSU Auxiliary open meetings law be updated to reflect the current language in the Brown Act.
Issues Being Addressed: Unlike the Brown Act, the existing CSU Auxiliary meetings law does not
require public comment, descriptive agendas, distribution of board packets to the public, nor does it
allow for teleconferencing by board members. The CSU Auxiliary meeting law does not prohibit secret
ballots and serial meetings. Illustrating the outdated language included in the existing CSU Auxiliary
meetings law is verbiage that refers to board communications being sent via telegram.
Reports have come from students at multiple CSU campuses relating to the lack of transparency that
this outdated language has fostered within some CSU Auxiliaries. This is not an ethical condemnation
of any Auxiliary organization, but a call for improving processes that improve transparency. It is
important that CA Ed. Code evolve with the needs of Californians.
Proposed Changes: The proposed legislative action would update CA Ed Code 89920-8 to use
language already existing within the Brown Act and the Gloria Romero Act. This language is the
proven standard of open meetings law in California, and would better reflect the original intention of
SB 2286.
We are interested in sharing more background information with your office, and discussing the
legislative fix that we have considered.
Thanks for your time and consideration on this matter, and we look forward to speaking in more detail.
Jerry Dinzes Juan Cervantes
President External Affairs Officer
AS Council of HSU AS Council of HSU

November 8, 2014
A Resolution of Support for Updating Open Meetings Law for Auxiliaries of the CSU
WHEREAS, The California State Student Association (CSSA) is the single recognized voice for the 446,000 students of
the California State University (CSU) system; and
WHEREAS, The CSU Auxiliaries1
are nonprofit entities that operate within the rules and regulations of the CSU and
within California Law; and, “were created to perform essential functions associated with a postsecondary
educational institution”2
, including but not limited to student governance, student union operations,
managing commercial activities, special educational programming, endowment management, and
fundraising; and
WHEREAS, Prior to 1985, the CSU Auxiliaries, including Student Body Organizations3
, conducted public meetings
pursuant the Bagley-Keene Act4
, which mandates that the meetings of State Agencies must be conducted
in an open and transparent fashion; and
WHEREAS, On January 1, 1985, Senator John Seymour’s Senate Bill (SB) 2286 was enacted by the State Legislature,
creating a new open meetings law for Auxiliary organizations that was codified as California Education
Code 89920-28; and
WHEREAS, The legislative intent5
of SB 2286 was for Auxiliaries to provide a level of public access to meetings that
parallels the Ralph M. Brown Act6
and the Bagley-Keene Act, while not inhibiting these organizations
from conducting their normal business, and to improve student input in decisions affecting Student Body
Organizations; and
WHEREAS, Senator Seymour’s SB 2286 was originally developed at the request of the California State Student
Association (CSSA) using content prepared by the CSSA’s Legislative Director, Curtis Richards; and
1
California Education Code 89901: Defines ‘Auxiliaries’.
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=edc&group=89001-90000&file=89900-89912
2
Cal State Web Info: What is an Auxiliary Organization?
http://auxiliary.calstate.edu/?page_id=737
3
California Education Code 89300-4: Student Body Organizations.
4
California Government Code 11120-32: The Bagley-Keene Act.
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=gov&group=11001-12000&file=11120-11132
5
Legislative Intent: Our interpretation of Legislative intent was derived from: 1) The opinion of the Legislative Counsel of California, August 29,
1984; 2) Letter of support from the Bill’s sponsor, the California State Student Association, June 22, 1984; 3) Staff analysis of the Senate Committee
on Education, April 25, 1984, May 5, 1984, and June 26, 1984; 4) The Senate Republican Caucus letter, August 14, 1984; 5) Staff analysis of the
Assembly Education Committee, June 26, 1984; and, 6) Associated documents filed by Senator John Seymour.
6
California Government Code 54950-54963: The Ralph M. Brown Act.
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=gov&group=54001-55000&file=54950-54963

WHEREAS, In 2000 the Gloria Romero Act7
was enacted to codify and update open meeting laws for Student Body
Organizations, superseding the more general regulations that had previously applied to student
government based Auxiliaries; and
WHEREAS, Since 1985 both the Brown Act and the Bagley-Keene Act have been frequently updated to meet the ever
changing needs of the residents of California, and to reflect our desire for transparent government via
sunshine laws; and
WHEREAS, Open meetings law for CSU Auxiliaries has not been adequately updated since its enactment in 1985, and
no longer parallels the Brown Act, Bagley-Keene Act, nor the Gloria Romero Act, resulting in limited
student and public access to these Auxiliaries as they are not required to provide descriptive agendas and
allow for public comment, nor adequately prohibited from conducting “serial meetings” outside of
regular board and sub board meetings8
; and
WHEREAS, It is essential to the mission of the CSU that our students acquire the tools that “will allow them to be
responsible citizens in a democracy,”9
and that allowing our students to participate in and witness public
deliberation of key issues is essential to success; therefore be it
RESOLVED, That the CSSA respectfully calls for the drafting and enactment of open meeting legislation that would
protect public interests in the Auxiliaries of the CSU system; and, be it further
RESOLVED, That the CSSA recommends that the proposed updates to open meetings law:
• Allow for teleconferencing at Auxiliary board level meetings.
• Require that public testimony be allowed and agendized at board level hearings.
• Require that agendas provide a brief, general description of an item, generally not exceeding 20
words.
• Require that members of the public may request copies of the agenda packet prior to board
hearings.
• Require that all board level votes be conducted during a public session.
• Prohibits serial meetings as defined by the Brown Act.
RESOLVED, That, contingent upon and following conversations with the AOA, CSU, and the legislature, the CSSA
Board of Directors directs our governmental affairs representatives and staff to work in tandem with the
Legislature and the Auxiliary Organization Association to develop the framework for improvements to
Auxiliary open meetings law, and to lobby for enactment; and, be it finally
RESOLVED, That copies of this resolution be distributed widely, including, but not limited to Governor Jerry Brown of
California, California Assembly Speak Toni Atkins California Senate President Pro Tem Kevin de León, the
CSU Board of Trustees, CSU Chancellor Timothy White, the CSU Academic Senate, CSU Campus
Presidents, and the Associated Students organizations of the CSU.
7
California Education Code 89305-7.4: The Gloria Romero Act
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=edc&group=89001-90000&file=89305-89307.4
8
California Education Code 89920-28: Auxiliary Organizations
9
Cal State Web Info: The Mission of the California State University. http://www.calstate.edu/PA/info/mission.shtml

THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:
SECTION 1
Section 89920 of the Education Code is amended to read:
89920. (a) This article shall be known, and may be cited, as the CSU Auxiliary Open Meetings Act of
2014.
89920.1(a) Each governing body board, or any subboard of the governing board, of an auxiliary
organization shall conduct its business in public meetings. All governing body board and subboard
meetings shall be open and public, and all persons shall be permitted to attend any meeting of the
governing body board or subboard of an auxiliary organization, except as otherwise provided in this
article.
(b)(1) As used in this article:
(A) “Governing body” means any or all of the following:
(i) The governing body of any entity formed or operating pursuant to Section 89900.
(ii) A commission, committee, board, subboard, or other body, whether permanent or temporary, created
by charter, resolution, or formal action of a governing body described in clause (i). However, an advisory
committee is not a governing body, except that a standing committee of a governing body, irrespective of
its composition, that has a continuing subject matter jurisdiction, or a meeting schedule established by
charter, resolution, or formal action of a governing body is a governing body for purposes of this article.
(B) "Meeting" includes any congregation of a majority of the membership of a governing body at the
same time and place to hear, discuss, or deliberate upon any item that is within the subject matter
jurisdiction of the governing body to which it pertains. "Meeting" does not include, and nothing in this
section imposes the requirements of this article upon, any of the following:
(i) Individual contacts or conversations between a member of a governing body and any other person.
(ii) The attendance of a majority of the members of a governing body at a conference or similar gathering
open to the public that involves a discussion of issues of general interest to the public or to auxiliary
services of the type represented by the governing body, provided that a majority of the members do not
discuss among themselves, other than as a part of the scheduled program, business of a specified nature
that is within the subject matter jurisdiction of the governing body. Nothing in this clause is intended to
allow members of the public free admission to a conference or similar gathering at which the organizers
have required other participants or registrants to pay fees or charges as a condition of attendance.
(iii) The attendance of a majority of the members of a governing body at an open and noticed meeting of
another body or entity created or formed by the governing body, provided that a majority of the members
do not discuss among themselves, other than as a part of the scheduled meeting, business of a specific
nature that is within the subject matter jurisdiction of the governing body.
(iv) The attendance of a majority of the members of a governing body at a purely social or ceremonial
occasion, provided that a majority of the members do not discuss among themselves business of a specific
(2) For the purposes of this section, "teleconference" means a meeting of a governing body, the members
of which are in different locations, connected by electronic means, through either audio or video, or both.
(c) (1) Notwithstanding any other provision of law, the governing body may use teleconferencing for the
benefit of the public and the governing body in connection with any meeting or proceeding authorized by
law. The teleconferenced meeting or proceeding shall comply with all requirements of this chapter and all

otherwise applicable provisions of law.
(2) Teleconferencing, as authorized by this section, may be used for all purposes in connection with any
meeting within the subject matter jurisdiction of the governing body. All votes taken during a
teleconferenced meeting shall be by rollcall.
(3) If the governing body elects to use teleconferencing, it shall post agendas at all teleconference
locations and conduct teleconference meetings in a manner that protects the statutory and constitutional
rights of the parties or the public appearing before the governing body. Each teleconference location
shall be identified in the notice and agenda of the meeting or proceeding, and each teleconference
location shall be accessible to the public. The agenda shall provide an opportunity for members of the
public to address the governing body directly pursuant to Section 89921.3. at each teleconference
location.
(d) Nothing in this section shall prohibit an auxiliary organization from providing the public with
additional teleconference locations.
(e) No governing body shall take action by secret ballot, whether preliminary or final.
89920.3. As used in this article, "action taken" means a collective decision made by a majority of the
members of a governing body, a collective commitment or promise by a majority of the members of a
governing body to make a positive or a negative decision, or an actual vote by a majority of the members
of a governing body when sitting as a body or entity, upon a motion, proposal, report, resolution, order,
or recommendation.
89921. (a)Each governing body board and subboard shall annually establish, by resolution, bylaws, or
whatever other rule is required for the conduct of business by that body, the time and locations for holding
regular meetings.
(b)(1)Each governing body board and subboard shall, at least one week prior to the date set for the a
regular meeting, give written notice of every regular meeting, and any special meeting which is called, at
least one week prior to the date set for the meeting, to any individual or medium that has filed a written
request for notice. Any request for notice filed pursuant to this section shall be valid for one year from the
date on which it is filed unless a renewal request is filed. the governing body, or its designee, shall post
an agenda containing a brief general description of each item of business to be transacted or discussed at
the meeting, including items to be discussed in closed session. A brief general description of an item
generally need not exceed 20 words. The agenda shall specify the time and location of the regular
meeting and shall be posted in a location that is freely accessible to members of the public.
(2) No action or discussion shall be undertaken on any item not appearing on the posted agenda, except
that a member of a governing body, or a member of his or her staff, may briefly respond to statements
made or questions posed by a person exercising his or her public testimony rights under Section
89921.3.. In addition, on his or her own initiative or in response to questions posed by the public, a
member of a governing body, or a member of his or her staff, may ask a question for clarification, make a
brief announcement, or make a brief report on his or her own activities. Furthermore, a member of a
governing body, or the body itself, subject to the rules or procedures of the governing body, may provide
a reference to staff or other resources for factual information, request staff to report back to the body at a
subsequent meeting concerning any matter, or take action to direct staff to place a matter of business on a
future agenda.
(c) Notwithstanding subdivision (b), the governing body may take action on items of business that do not
appear on the posted agenda, but are publicly identified under any of the following conditions:
(1) Upon a determination, pursuant to Section 89922., by the membership of the governing body that an
emergency situation exists.
(2) Upon a determination by a two-thirds vote of the members of the governing body present at the

meeting, or, if less than two-thirds of the members are present, a unanimous vote of those members
present, that there is a need to take immediate action and that the need for action came to the attention of
the governing body subsequent to the agenda being posted as specified in subdivision (b).
(3) The item was posted pursuant to subdivision (b) for a prior meeting of the governing body occurring
not more than six calendar days prior to the present meeting.
89921.1. (a)Any person may request that a copy of the agenda, or a copy of all the documents that
constitute the agenda packet, of any meeting of a governing body be mailed to that person. Upon receipt
of the written request, the governing body or its designee shall cause the requested materials to be mailed
at the time the agenda is posted pursuant to Section 89921 or upon distribution to all, or a majority of
all, of the members of a governing body, whichever occurs first. Any request for mailed copies of agendas
or agenda packets shall be valid for the calendar year in which it is filed, and shall be renewed following
January 1 of each year. The governing body may establish a fee for mailing the agenda or agenda packet,
and that fee shall not exceed the cost of providing the service. Failure of the requesting person to receive
the agenda or agenda packet pursuant to this section shall not constitute grounds for invalidation of the
actions of the governing body taken at the meeting for which the agenda or agenda packet was not
received.
(b) If versions of the agenda and the agenda packet are digitally distributed to members of the governing
body, requests for digital versions of the agenda and packet should be granted to the public without
charge. Requests for digital versions, shall be valid for the calendar year in which it is filed, and shall be
renewed following January 1 of each year.
89921.3. (a) (1) Every agenda for regular meetings shall provide an opportunity for members of the
public to directly address the governing body on any item affecting higher education or auxiliary services
at the campus or statewide level, provided that no action shall be taken on any item not appearing on the
agenda unless the action is otherwise authorized by subdivision (c) of Section 89921.
(2) Notwithstanding paragraph (1), the agenda need not provide an opportunity for members of the
public to address the governing body on any item that has already been considered by a committee,
composed exclusively of members of the respective governing body at a public meeting wherein all
interested members of the public were afforded the opportunity to address the committee on the item,
before or during the committee's consideration of the item, unless the item has been substantially
changed, as determined by the governing body, since the committee heard the item.
(3) Every notice for a special meeting shall provide an opportunity for members of the public to directly
address the governing body concerning any item that has been described in the notice for the meeting
before or during consideration of that item.
(b) A governing body may adopt reasonable regulations to ensure that the intent of subdivision (a) is
carried out, including, but not necessarily limited to, regulations limiting the amount of time allocated for
public testimony on a particular issue and for each individual speaker.
(c) A governing body shall not prohibit public criticism of anything related to the auxiliary organizations,
the governing body, or both. Nothing in this subdivision shall confer any privilege or protection for
expression beyond that otherwise provided by law.
89922. (a) A special meeting may be called at any time by the presiding officer of a governing body board
or subboard, or by a majority of the members of the governing body board or subboard, by delivering
personally or by mail providing written notice to each member of the governing body board or subboard,
and to any medium or other party to be directly affected by a meeting, or any other person who has
requested notice of meetings in writing. The call and written notice of a special meeting shall be delivered
at least 24 hours prior to any meeting and shall specify the time and place of the special meeting and the

business to be transacted. No other business shall be considered at these meetings by the governing body
board or subboard. Written notice may be dispensed with as to any member who, at or prior to the time
the meeting convenes, files with the clerk or the secretary of the governing body board or subboard a
written waiver of notice. The waiver may be given by telegram. Written notice may also be dispensed
with as to any member who is actually present at the meeting at the time it convenes.
(b) The call and notice shall be posted at least 24 hours prior to the special meeting in a location that is
freely accessible to members of the public.
(c) In the case of an emergency situation involving matters upon which prompt action is necessary due to
the disruption or threatened disruption of public facilities, a governing body may hold an emergency
meeting without complying with either the 24-hour notice requirement or the 24-hour posting requirement
of subdivision (b), or both.
(d) (1) For purposes of this section, "emergency situation" means either of the following:
(A) Work stoppage or other activity that severely impairs public health, safety, or both, as determined by
a majority of the membership of the governing body.
(B) Crippling disaster that severely impairs public health, safety, or both, as determined by a majority of
the membership of the governing body.
(2) Each local newspaper of general circulation and radio or television station that has requested notice
of special meetings pursuant to subdivision (a) shall be notified by the presiding officer of the governing
body, or his or her designee, one hour prior to the emergency meeting by telephone. If necessary, the
presiding officer or designee shall use all of the telephone numbers provided in the most recent request of
that newspaper or station for notification of special meetings to notify the newspaper or radio of the
special meeting.
(3) In the case that an auxiliary serves an individual campus, the corresponding campus newspaper,
radio, and television stations will be notified by the presiding officer of the governing body, or his or her
designee, one hour prior to the emergency meeting by telephone.
(4) If telephone services are not functioning, the notice requirements of this section shall be deemed
waived, and the governing body, or designee, shall notify those newspapers, radio stations, or television
stations of the fact of the holding of the emergency meeting, the purpose of the meeting, and any action
taken at the meeting as soon after the meeting as possible.
(e) Notwithstanding subdivision (c) of Section 89923, the governing body shall not meet in closed session
during a meeting called pursuant to this section.
(f) All special meeting requirements prescribed in subdivision (a) shall be applicable to a meeting called
pursuant to subdivision (c), with the exception of the 24-hour notice requirement.
(g) The governing body shall post in a public place, as soon after the meeting as possible and for a
minimum of 10 days, the minutes of a meeting called pursuant to subdivision (c), a list of persons who the
presiding officer of the governing body, or designee, notified or attempted to notify, a copy of the rollcall
vote, and any actions taken at the meeting.
89923. (a) Any governing body board or subboard may hold closed sessions to consider matters relating
to litigation, collective bargaining, or the appointment, employment, evaluation of performance, or
dismissal of an employee, or to hear complaints or charges brought against an employee by another
person or employee, unless the employee requests a public hearing. For the purposes of this section,
"employee" does not include any person elected or appointed to an office. A board or subboard, upon a
favorable majority vote of its members, may also hold a closed session to discuss investments where a
public discussion could have a negative impact on the auxiliary organization's financial situation. In this
case, a final decision shall only be made during public sessions. under any of the following
circumstances:

(1) A closed session with its negotiator prior to the purchase, sale, exchange, or lease of real property by
or for the auxiliary organization to grant authority to its negotiator regarding the price and terms of
payment for the purchase, sale, exchange, or lease. Prior to the closed session, the governing body shall
hold an open and public session in which it identifies its negotiators, the real property or real properties
that the negotiations may concern, and the person or persons with whom its negotiators may negotiate.
(2) For purposes of this subdivision:
(A) A negotiator may be a member of the governing body.
(B) "Lease" includes renewal or renegotiation of a lease.
(b) (1) Based on advice of its legal counsel, holding a closed session to confer with, or receive advice
from, its legal counsel regarding a liability claim or pending litigation when discussion in open session
concerning the matter would prejudice the position of the auxiliary organization in the litigation.
(2) For purposes of this subdivision, all applications of the lawyer-client privilege other than those
provided in this section are hereby abrogated. This section is the exclusive expression of the lawyer-client
privilege for purposes of conducting closed-session meetings pursuant to this article.
(3) For purposes of this subdivision, "litigation" means any adjudicatory proceeding, including, but not
limited to, eminent domain, court proceeding, or a proceeding of an administrative body exercising its
adjudicatory authority, hearing officer, or arbitrator.
(4) For purposes of this subdivision, litigation shall be considered pending when any of the following
circumstances exist:
(A) Litigation, to which the auxiliary organization is a party, has been initiated formally.
(B) A point has been reached where, in the opinion of the governing body on the advice of its legal
counsel, based on existing facts and circumstances, there is a significant exposure to litigation against the
auxiliary organization.
(C) Based on existing facts and circumstances, the governing body is meeting only to decide whether a
closed session is authorized pursuant to subparagraph (B).
(D) Based on existing facts and circumstances, the governing body has decided to initiate, or is deciding
whether to initiate, litigation.
(5) For purposes of subparagraphs (B), (C), and (D) of paragraph
(4), "existing facts and circumstances" shall consist only of one of the following:
(A) Facts and circumstances that might result in litigation against the auxiliary organization, but which
the organization believes are not yet known to a potential plaintiff or plaintiffs, which facts and
circumstances need not be disclosed.
(B) Facts and circumstances, including, but not necessarily limited to, an accident, disaster, incident, or
transactional occurrence, that might result in litigation against the auxiliary organization and that are
known to a potential plaintiff or plaintiffs, which facts or circumstances shall be publicly stated on the
agenda or announced.
(C) The receipt of a claim pursuant to the Government Claims Act (Division 3.6 (commencing with
Section 810) of Title 1 of the Government Code) or some other written communication from a potential
plaintiff threatening litigation.
(D) A statement made by a person in an open and public meeting threatening litigation on a specific
matter within the responsibility of the governing body.
(E) A statement threatening litigation made by a person outside an open and public meeting on a specific
matter within the responsibility of the governing body, so long as the official or employee of the auxiliary
organization receiving knowledge of the threat makes a contemporaneous or other record of the statement
prior to the meeting. The records so created need not identify the alleged victim of unlawful or tortious
sexual conduct or anyone making the threat on their behalf, or identify a public employee who is the

alleged perpetrator of any unlawful or tortious conduct upon which a threat of litigation is based, unless
the identity of the person has been publicly disclosed.
(6) Nothing in this section shall require disclosure of written communications that are privileged and not
subject to disclosure pursuant to the California Public Records Act (Chapter 3.5 (commencing with
Section 6250) of Division 7 of Title 1 of the Government Code).
(7) Prior to holding a closed session pursuant to this section, the governing body shall state on the
agenda or publicly announce and identify the provision of this section that authorizes the closed session.
If the session is closed pursuant to paragraph (1), the governing body shall state the title of or otherwise
specifically identify the litigation to be discussed, unless the governing body states that to do so would
jeopardize the ability of the auxiliary organization to effectuate service of process upon one or more
unserved parties, or that to do so would jeopardize its ability to conclude existing settlement negotiations
to its advantage.
(8) For purposes of this subdivision, an auxiliary organization shall be considered to be a "party" or to
have a "significant exposure to litigation" if an officer or employee of the auxiliary organization is a
party or has significant exposure to litigation concerning prior or prospective activities or alleged
activities during the course and scope of that office or employment, including litigation in which it is an
issue whether an activity is outside the course and scope of the office or employment.
(c) (1) Nothing contained in this section shall be construed to prevent a governing body from holding
closed sessions with the Attorney General, district attorney, sheriff, or chief of police, or their respective
deputies, on matters posing a threat to the security of public buildings or a threat to the public's right of
access to public services or public facilities, or from holding closed sessions during a regular or special
meeting to consider the appointment, employment, evaluation of performance, discipline, or dismissal of
an employee of the auxiliary organization or to hear complaints or charges brought against the employee
by another person or employee unless the employee requests a public session.
(2) As a condition to holding a closed session on specific complaints or charges brought against an
employee by another person or employee, the employee shall be given written notice of his or her right to
have the complaints or charges heard in an open session rather than a closed session, which notice shall
be delivered to the employee personally or by mail at least 24 hours before the time for holding the
session. If notice is not given, any disciplinary or other action taken by the governing body against the
employee based on the specific complaints or charges in the closed session shall be null and void.
(3) A governing body also may exclude from the public or closed meeting, during the examination of a
witness, any or all other witnesses in the matter being investigated by the governing body.
(4) For the purposes of this subdivision, the term "employee" shall include an officer or an independent
contractor who functions as an officer or an employee of the auxiliary organization, but shall not include
any elected official, member of a governing body, or other independent contractor. Closed sessions held
pursuant to this section shall not include discussion or action on proposed compensation except for a
reduction of compensation that results from the imposition of discipline.
(d) (1) A governing body shall publicly report any action taken in closed session and the vote or
abstention of every member present thereon, as follows:
(A) Approval of an agreement concluding real property negotiations pursuant to subdivision (a) shall be
reported after the agreement is final, as follows:
(i) If its own approval renders the agreement final, the governing body board or subboard shall report
that approval and the substance of the agreement in open session at the public meeting during which the
closed session is held.
(ii) If final approval rests with the other party to the negotiations, the governing body shall disclose the
fact of that approval and the substance of the agreement upon inquiry by any person, as soon as the other
party or its agent has informed the governing body of its approval.
(B) Approval given to its legal counsel to defend, or seek or refrain from seeking appellate review or

relief, or to enter as an amicus curiae in any form of litigation, as the result of a consultation under
subdivision (b) shall be reported in open session at the public meeting during which the closed session is
held. The report shall identify, if known, the adverse party or parties and the substance of the litigation.
In the case of approval given to initiate or intervene in an action, the announcement need not identify the
action, the defendants, or other particulars, but shall specify that the direction to initiate or intervene in
an action has been given and that the action, the defendants, and the other particulars shall, once
formally commenced, be disclosed to any person upon inquiry, unless to do so would jeopardize the
ability of the auxiliary organization to effectuate service of process on one or more unserved parties, or
that to do so would jeopardize its ability to conclude existing settlement negotiations to its advantage.
(C) Approval given to its legal counsel of a settlement of pending litigation, as defined in subdivision (b),
at any stage prior to or during a judicial or quasi-judicial proceeding shall be reported after the
settlement is final, as follows:
(i) If a governing body accepts a settlement offer signed by the opposing party, the governing body shall
report its acceptance and identify the substance of the agreement in open session at the public meeting
during which the closed session is held.
(ii) If final approval rests with some other party to the litigation or with the court, then, as soon as the
settlement becomes final, and upon inquiry by any person, the governing body shall disclose the fact of
that approval and identify the substance of the agreement.
(D) Action taken to appoint, employ, dismiss, accept the resignation of, or otherwise affect the
employment status of an employee of the employee organization in closed session pursuant to subdivision
(c) shall be reported at the public meeting during which the closed session is held. Any report required by
this subparagraph shall identify the title of the employee's position. Notwithstanding the general
requirement of this subparagraph, the report of a dismissal or of the nonrenewal of an employment
contract shall be deferred until the first public meeting following the exhaustion of administrative
remedies, if any.
(E) Approval of an agreement concluding labor negotiations with represented employees pursuant to
subdivision (e) shall be reported after the agreement is final and has been accepted or ratified by the
other party. The report shall identify the item approved and the other party or parties to the negotiation.
(2) Reports that are required to be made pursuant to this subdivision may be made orally or in writing. A
governing body shall provide to any person who has submitted a written request to the governing body
within 24 hours of the posting of the agenda, or to any person who has made a standing request for all
documentation as part of a request for notice of meetings pursuant to Section 89921.1, if the requester is
present at the time the closed session ends, copies of any contracts, settlement agreements, or other
documents that were finally approved or adopted in the closed session. If the action taken results in one
or more substantive amendments to the related documents requiring retyping, the documents need not be
released until the retyping is completed during normal business hours, provided that the presiding officer
of the governing body, or his or her designee, orally summarizes the substance of the amendments for the
benefit of the document requester or any other person present and requesting the information.
(3) The documentation referred to in paragraph (2) shall be available to any person on the next business
day following the meeting in which the action referred to is taken or, in the case of substantial
amendments, when any necessary retyping is complete.
(4) Nothing in this subdivision shall be construed to require that a governing body approve actions not
otherwise subject to the approval of that governing body.
(5) No action for injury to a reputational, liberty, or other personal interest may be commenced by or on
behalf of any employee or former employee with respect to whom a disclosure is made by a governing
body in an effort to comply with this subdivision.
(e) (1) Notwithstanding any other provision of law, a governing body may hold closed sessions with the
designated representative of the auxiliary organization regarding the salaries, salary schedules, or

compensation paid in the form of fringe benefits of its represented and unrepresented employees, and, for
represented employees, any other matter within the statutorily provided scope of representation. However,
prior to the closed session, the governing body shall hold an open and public session in which it identifies
its designated representatives.
(2) (A) Closed sessions of a governing body, as permitted in this subdivision, shall be for the purpose of
reviewing its position and instructing the designated representative of the auxiliary organization.
(B) Closed sessions, as permitted in this subdivision, may take place prior to and during consultations
and discussions with representatives of employee organizations and unrepresented employees.
(C) Closed sessions with the designated representative of the auxiliary organization regarding the
salaries, salary schedules, or compensation paid in the form of fringe benefits may include discussion of
the available funds and funding priorities of the auxiliary organization, but only insofar as these
discussions relate to providing instructions to the designated representative of the auxiliary organization.
(D) Closed sessions held pursuant to this subdivision shall not include final action on the proposed
compensation of one or more unrepresented employees.
(E) For the purposes enumerated in this subdivision, a governing body may also meet with a state
conciliator who has intervened in the proceedings.
(3) For the purposes of this subdivision, the term "employee" includes an officer or an independent
any elected official, member of a governing body, or other independent contractors.
(f) (1) Prior to holding any closed session, the governing body shall disclose, in an open meeting, the
item or items to be discussed in the closed session. The disclosure may take the form of a reference to the
item or items as they are listed by number or letter on the agenda. In the closed session, the governing
body may consider only those matters covered in its statement. Nothing in this subdivision shall require
or authorize a disclosure of information prohibited by state or federal law.
(2) After any closed session, the governing body shall reconvene into open session prior to adjournment,
and shall make any disclosures required by subdivision (d) of action taken in the closed session.
(3) The disclosure required to be made in open session pursuant to this subdivision may be made at the
location announced in the agenda for the closed session, as long as the public is allowed to be present at
that location for the purpose of hearing the announcements.
89923.1. In the event that any meeting is willfully interrupted by a group or groups of persons so as to
render the orderly conduct of that meeting unfeasible, and order cannot be restored by the removal of
individuals who are willfully interrupting the meeting, the members of the governing body conducting the
meeting may order the meeting room cleared and continue in session. Only matters appearing on the
agenda may be considered in that session. Representatives of the press or other news media, except those
participating in the disturbance, shall be allowed to attend any session held pursuant to this section.
Nothing in this section shall prohibit the governing body from establishing a procedure for readmitting an
individual or individuals not responsible for willfully disturbing the orderly conduct of the meeting.
89923.3. (a) A governing body shall not conduct a meeting in a facility that prohibits the admittance of
any person, or persons, on the basis of race, religious creed, color, national origin, ancestry, sex, sexual
orientation, gender identity, or gender expression, or that is inaccessible to disabled persons, or where
members of the public may not be present without making a payment or purchase. This section shall
apply to every governing body as defined in Section 89920.1.
(b) A notice, agenda, announcement, or report required under this article need not identify any victim or
alleged victim of tortious sexual conduct or child abuse unless the identity of the person has been publicly
disclosed.

89924. No governing board or subboard shall take action on any issue until that issue has been publicly
posted for at least one week.
89925. Each auxiliary organization shall establish, by constitution, statute, bylaws, or resolution,
provisions for elections of officers and board members. These provisions shall be designed to allow all
those eligible to vote complete access to all information on issues and candidates. These provisions shall
include, but not be limited to, provisions for sample ballots, numbers of days and hours for voting, polling
locations, and notice of elections.
89926. Where the constitution or articles of incorporation of an associated students auxiliary organization
provides for a judiciary or judicial council with powers separate from the governing board of the auxiliary
organization, decisions rendered by the judiciary or judicial council shall be final.
89927. Each member of a governing body board pursuant to this article who attends a meeting of the
governing body board where action is taken in violation of any provision of this article, with knowledge
of the fact that the meeting is in violation of this article, is guilty of a misdemeanor.
89928. This article is not applicable to either of the following:
(a) Any entity formed or operating pursuant to Section 89300.
(b) The governing board of any statewide student organization that represents the students of the
California State University.

(Original Language of CA Education Code 89920-8 ; New Language; New Language Identical
to Gloria Romero Act, Red is Language Removed from CA Education Code 89920-8)
THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:
SECTION 1
Section 89920 of the Education Code is amended to read:
89920. (a) This article shall be known, and may be cited, as the CSU Auxiliary Open Meetings Act of
2014.
89920.1(a) Each governing body board, or any subboard of the governing board, of an auxiliary
organization shall conduct its business in public meetings. All governing body board and subboard
meetings shall be open and public, and all persons shall be permitted to attend any meeting of the
governing body board or subboard of an auxiliary organization, except as otherwise provided in this
article.
(b)(1) As used in this article:
(A) “Governing body” means any or all of the following:
(i) The governing body of any entity formed or operating pursuant to Section 89900.
(ii) A commission, committee, board, subboard, or other body, whether permanent or temporary, created
by charter, resolution, or formal action of a governing body described in clause (i). However, an advisory
committee is not a governing body, except that a standing committee of a governing body, irrespective of
its composition, that has a continuing subject matter jurisdiction, or a meeting schedule established by
charter, resolution, or formal action of a governing body is a governing body for purposes of this article.
(B) "Meeting" includes any congregation of a majority of the membership of a governing body at the
same time and place to hear, discuss, or deliberate upon any item that is within the subject matter
jurisdiction of the governing body to which it pertains. "Meeting" does not include, and nothing in this
section imposes the requirements of this article upon, any of the following:
(i) Individual contacts or conversations between a member of a governing body and any other person.
(ii) The attendance of a majority of the members of a governing body at a conference or similar gathering
open to the public that involves a discussion of issues of general interest to the public or to auxiliary
services of the type represented by the governing body, provided that a majority of the members do not
discuss among themselves, other than as a part of the scheduled program, business of a specified nature
that is within the subject matter jurisdiction of the governing body. Nothing in this clause is intended to
allow members of the public free admission to a conference or similar gathering at which the organizers
have required other participants or registrants to pay fees or charges as a condition of attendance.
(iii) The attendance of a majority of the members of a governing body at an open and noticed meeting of
another body or entity created or formed by the governing body, provided that a majority of the members
do not discuss among themselves, other than as a part of the scheduled meeting, business of a specific
(iv) The attendance of a majority of the members of a governing body at a purely social or ceremonial
occasion, provided that a majority of the members do not discuss among themselves business of a specific

(2) For the purposes of this section, "teleconference" means a meeting of a governing body, the members
of which are in different locations, connected by electronic means, through either audio or video, or both.
(c) (1) Notwithstanding any other provision of law, the governing body may use teleconferencing for the
benefit of the public and the governing body in connection with any meeting or proceeding authorized by
law. The teleconferenced meeting or proceeding shall comply with all requirements of this chapter and all
otherwise applicable provisions of law.
(2) Teleconferencing, as authorized by this section, may be used for all purposes in connection with any
meeting within the subject matter jurisdiction of the governing body. All votes taken during a
teleconferenced meeting shall be by rollcall.
(3) If the governing body elects to use teleconferencing, it shall post agendas at all teleconference
locations and conduct teleconference meetings in a manner that protects the statutory and constitutional
rights of the parties or the public appearing before the governing body. Each teleconference location
shall be identified in the notice and agenda of the meeting or proceeding, and each teleconference
location shall be accessible to the public. The agenda shall provide an opportunity for members of the
public to address the governing body directly pursuant to Section 89921.3. at each teleconference
location.
(d) Nothing in this section shall prohibit an auxiliary organization from providing the public with
additional teleconference locations.
(e) No governing body shall take action by secret ballot, whether preliminary or final.
89920.3. As used in this article, "action taken" means a collective decision made by a majority of the
members of a governing body, a collective commitment or promise by a majority of the members of a
governing body to make a positive or a negative decision, or an actual vote by a majority of the members
of a governing body when sitting as a body or entity, upon a motion, proposal, report, resolution, order,
or recommendation.
89921. (a)Each governing body board and subboard shall annually establish, by resolution, bylaws, or
whatever other rule is required for the conduct of business by that body, the time and locations for holding
regular meetings.
(b)(1)Each governing body board and subboard shall, at least one week prior to the date set for the a
regular meeting, give written notice of every regular meeting, and any special meeting which is called, at
least one week prior to the date set for the meeting, to any individual or medium that has filed a written
request for notice. Any request for notice filed pursuant to this section shall be valid for one year from the
date on which it is filed unless a renewal request is filed. the governing body, or its designee, shall post
an agenda containing a brief general description of each item of business to be transacted or discussed at
the meeting, including items to be discussed in closed session. A brief general description of an item
generally need not exceed 20 words. The agenda shall specify the time and location of the regular
meeting and shall be posted in a location that is freely accessible to members of the public.
(2) No action or discussion shall be undertaken on any item not appearing on the posted agenda, except
that a member of a governing body, or a member of his or her staff, may briefly respond to statements
made or questions posed by a person exercising his or her public testimony rights under Section
89921.3.. In addition, on his or her own initiative or in response to questions posed by the public, a
member of a governing body, or a member of his or her staff, may ask a question for clarification, make a
brief announcement, or make a brief report on his or her own activities. Furthermore, a member of a
governing body, or the body itself, subject to the rules or procedures of the governing body, may provide
a reference to staff or other resources for factual information, request staff to report back to the body at a
subsequent meeting concerning any matter, or take action to direct staff to place a matter of business on a
future agenda.

(c) Notwithstanding subdivision (b), the governing body may take action on items of business that do not
appear on the posted agenda, but are publicly identified under any of the following conditions:
(1) Upon a determination, pursuant to Section 89922., by the membership of the governing body that an
emergency situation exists.
(2) Upon a determination by a two-thirds vote of the members of the governing body present at the
meeting, or, if less than two-thirds of the members are present, a unanimous vote of those members
present, that there is a need to take immediate action and that the need for action came to the attention of
the governing body subsequent to the agenda being posted as specified in subdivision (b).
(3) The item was posted pursuant to subdivision (b) for a prior meeting of the governing body occurring
not more than six calendar days prior to the present meeting.
89921.1. (a)Any person may request that a copy of the agenda, or a copy of all the documents that
constitute the agenda packet, of any meeting of a governing body be mailed to that person. Upon receipt
of the written request, the governing body or its designee shall cause the requested materials to be mailed
at the time the agenda is posted pursuant to Section 89921 or upon distribution to all, or a majority of
all, of the members of a governing body, whichever occurs first. Any request for mailed copies of agendas
or agenda packets shall be valid for the calendar year in which it is filed, and shall be renewed following
January 1 of each year. The governing body may establish a fee for mailing the agenda or agenda packet,
and that fee shall not exceed the cost of providing the service. Failure of the requesting person to receive
the agenda or agenda packet pursuant to this section shall not constitute grounds for invalidation of the
actions of the governing body taken at the meeting for which the agenda or agenda packet was not
received.
(b) If versions of the agenda and the agenda packet are digitally distributed to members of the governing
body, requests for digital versions of the agenda and packet should be granted to the public without
charge. Requests for digital versions, shall be valid for the calendar year in which it is filed, and shall be
renewed following January 1 of each year.
89921.3. (a) (1) Every agenda for regular meetings shall provide an opportunity for members of the
public to directly address the governing body on any item affecting higher education or auxiliary services
at the campus or statewide level, provided that no action shall be taken on any item not appearing on the
agenda unless the action is otherwise authorized by subdivision (c) of Section 89921.
(2) Notwithstanding paragraph (1), the agenda need not provide an opportunity for members of the
public to address the governing body on any item that has already been considered by a committee,
composed exclusively of members of the respective governing body at a public meeting wherein all
interested members of the public were afforded the opportunity to address the committee on the item,
before or during the committee's consideration of the item, unless the item has been substantially
changed, as determined by the governing body, since the committee heard the item.
(3) Every notice for a special meeting shall provide an opportunity for members of the public to directly
address the governing body concerning any item that has been described in the notice for the meeting
before or during consideration of that item.
(b) A governing body may adopt reasonable regulations to ensure that the intent of subdivision (a) is
carried out, including, but not necessarily limited to, regulations limiting the amount of time allocated for
public testimony on a particular issue and for each individual speaker.
(c) A governing body shall not prohibit public criticism of anything related to the auxiliary organizations,
the governing body, or both. Nothing in this subdivision shall confer any privilege or protection for
expression beyond that otherwise provided by law.

89922. (a) A special meeting may be called at any time by the presiding officer of a governing body board
or subboard, or by a majority of the members of the governing body board or subboard, by delivering
personally or by mail providing written notice to each member of the governing body board or subboard,
and to any medium or other party to be directly affected by a meeting, or any other person who has
requested notice of meetings in writing. The call and written notice of a special meeting shall be delivered
at least 24 hours prior to any meeting and shall specify the time and place of the special meeting and the
business to be transacted. No other business shall be considered at these meetings by the governing body
board or subboard. Written notice may be dispensed with as to any member who, at or prior to the time
the meeting convenes, files with the clerk or the secretary of the governing body board or subboard a
written waiver of notice. The waiver may be given by telegram. Written notice may also be dispensed
with as to any member who is actually present at the meeting at the time it convenes.
(b) The call and notice shall be posted at least 24 hours prior to the special meeting in a location that is
freely accessible to members of the public.
(c) In the case of an emergency situation involving matters upon which prompt action is necessary due to
the disruption or threatened disruption of public facilities, a governing body may hold an emergency
meeting without complying with either the 24-hour notice requirement or the 24-hour posting requirement
of subdivision (b), or both.
(d) (1) For purposes of this section, "emergency situation" means either of the following:
(A) Work stoppage or other activity that severely impairs public health, safety, or both, as determined by
a majority of the membership of the governing body.
(B) Crippling disaster that severely impairs public health, safety, or both, as determined by a majority of
the membership of the governing body.
(2) Each local newspaper of general circulation and radio or television station that has requested notice
of special meetings pursuant to subdivision (a) shall be notified by the presiding officer of the governing
body, or his or her designee, one hour prior to the emergency meeting by telephone. If necessary, the
presiding officer or designee shall use all of the telephone numbers provided in the most recent request of
that newspaper or station for notification of special meetings to notify the newspaper or radio of the
special meeting.
(3) In the case that an auxiliary serves an individual campus, the corresponding campus newspaper,
radio, and television stations will be notified by the presiding officer of the governing body, or his or her
designee, one hour prior to the emergency meeting by telephone.
(4) If telephone services are not functioning, the notice requirements of this section shall be deemed
waived, and the governing body, or designee, shall notify those newspapers, radio stations, or television
stations of the fact of the holding of the emergency meeting, the purpose of the meeting, and any action
taken at the meeting as soon after the meeting as possible.
(e) Notwithstanding subdivision (c) of Section 89923, the governing body shall not meet in closed session
during a meeting called pursuant to this section.
(f) All special meeting requirements prescribed in subdivision (a) shall be applicable to a meeting called
pursuant to subdivision (c), with the exception of the 24-hour notice requirement.
(g) The governing body shall post in a public place, as soon after the meeting as possible and for a
minimum of 10 days, the minutes of a meeting called pursuant to subdivision (c), a list of persons who the
presiding officer of the governing body, or designee, notified or attempted to notify, a copy of the rollcall
vote, and any actions taken at the meeting.
89923. (a) Any governing body board or subboard may hold closed sessions to consider matters relating
to litigation, collective bargaining, or the appointment, employment, evaluation of performance, or
dismissal of an employee, or to hear complaints or charges brought against an employee by another
person or employee, unless the employee requests a public hearing. For the purposes of this section,

"employee" does not include any person elected or appointed to an office. A board or subboard, upon a
favorable majority vote of its members, may also hold a closed session to discuss investments where a
public discussion could have a negative impact on the auxiliary organization's financial situation. In this
case, a final decision shall only be made during public sessions. under any of the following
circumstances:
(1) A closed session with its negotiator prior to the purchase, sale, exchange, or lease of real property by
or for the auxiliary organization to grant authority to its negotiator regarding the price and terms of
payment for the purchase, sale, exchange, or lease. Prior to the closed session, the governing body shall
hold an open and public session in which it identifies its negotiators, the real property or real properties
that the negotiations may concern, and the person or persons with whom its negotiators may negotiate.
(2) For purposes of this subdivision:
(A) A negotiator may be a member of the governing body.
(B) "Lease" includes renewal or renegotiation of a lease.
(b) (1) Based on advice of its legal counsel, holding a closed session to confer with, or receive advice
from, its legal counsel regarding a liability claim or pending litigation when discussion in open session
concerning the matter would prejudice the position of the auxiliary organization in the litigation.
(2) For purposes of this subdivision, all applications of the lawyer-client privilege other than those
provided in this section are hereby abrogated. This section is the exclusive expression of the lawyer-client
privilege for purposes of conducting closed-session meetings pursuant to this article.
(3) For purposes of this subdivision, "litigation" means any adjudicatory proceeding, including, but not
limited to, eminent domain, court proceeding, or a proceeding of an administrative body exercising its
adjudicatory authority, hearing officer, or arbitrator.
(4) For purposes of this subdivision, litigation shall be considered pending when any of the following
circumstances exist:
(A) Litigation, to which the auxiliary organization is a party, has been initiated formally.
(B) A point has been reached where, in the opinion of the governing body on the advice of its legal
counsel, based on existing facts and circumstances, there is a significant exposure to litigation against the
auxiliary organization.
(C) Based on existing facts and circumstances, the governing body is meeting only to decide whether a
closed session is authorized pursuant to subparagraph (B).
(D) Based on existing facts and circumstances, the governing body has decided to initiate, or is deciding
whether to initiate, litigation.
(5) For purposes of subparagraphs (B), (C), and (D) of paragraph
(4), "existing facts and circumstances" shall consist only of one of the following:
(A) Facts and circumstances that might result in litigation against the auxiliary organization, but which
the organization believes are not yet known to a potential plaintiff or plaintiffs, which facts and
circumstances need not be disclosed.
(B) Facts and circumstances, including, but not necessarily limited to, an accident, disaster, incident, or
transactional occurrence, that might result in litigation against the auxiliary organization and that are
known to a potential plaintiff or plaintiffs, which facts or circumstances shall be publicly stated on the
agenda or announced.
(C) The receipt of a claim pursuant to the Government Claims Act (Division 3.6 (commencing with
Section 810) of Title 1 of the Government Code) or some other written communication from a potential
plaintiff threatening litigation.
(D) A statement made by a person in an open and public meeting threatening litigation on a specific
matter within the responsibility of the governing body.

(E) A statement threatening litigation made by a person outside an open and public meeting on a specific
matter within the responsibility of the governing body, so long as the official or employee of the auxiliary
organization receiving knowledge of the threat makes a contemporaneous or other record of the statement
prior to the meeting. The records so created need not identify the alleged victim of unlawful or tortious
sexual conduct or anyone making the threat on their behalf, or identify a public employee who is the
alleged perpetrator of any unlawful or tortious conduct upon which a threat of litigation is based, unless
the identity of the person has been publicly disclosed.
(6) Nothing in this section shall require disclosure of written communications that are privileged and not
subject to disclosure pursuant to the California Public Records Act (Chapter 3.5 (commencing with
Section 6250) of Division 7 of Title 1 of the Government Code).
(7) Prior to holding a closed session pursuant to this section, the governing body shall state on the
agenda or publicly announce and identify the provision of this section that authorizes the closed session.
If the session is closed pursuant to paragraph (1), the governing body shall state the title of or otherwise
specifically identify the litigation to be discussed, unless the governing body states that to do so would
jeopardize the ability of the auxiliary organization to effectuate service of process upon one or more
unserved parties, or that to do so would jeopardize its ability to conclude existing settlement negotiations
to its advantage.
(8) For purposes of this subdivision, an auxiliary organization shall be considered to be a "party" or to
have a "significant exposure to litigation" if an officer or employee of the auxiliary organization is a
party or has significant exposure to litigation concerning prior or prospective activities or alleged
activities during the course and scope of that office or employment, including litigation in which it is an
issue whether an activity is outside the course and scope of the office or employment.
(c) (1) Nothing contained in this section shall be construed to prevent a governing body from holding
closed sessions with the Attorney General, district attorney, sheriff, or chief of police, or their respective
deputies, on matters posing a threat to the security of public buildings or a threat to the public's right of
access to public services or public facilities, or from holding closed sessions during a regular or special
meeting to consider the appointment, employment, evaluation of performance, discipline, or dismissal of
an employee of the auxiliary organization or to hear complaints or charges brought against the employee
by another person or employee unless the employee requests a public session.
(2) As a condition to holding a closed session on specific complaints or charges brought against an
employee by another person or employee, the employee shall be given written notice of his or her right to
have the complaints or charges heard in an open session rather than a closed session, which notice shall
be delivered to the employee personally or by mail at least 24 hours before the time for holding the
session. If notice is not given, any disciplinary or other action taken by the governing body against the
employee based on the specific complaints or charges in the closed session shall be null and void.
(3) A governing body also may exclude from the public or closed meeting, during the examination of a
witness, any or all other witnesses in the matter being investigated by the governing body.
(4) For the purposes of this subdivision, the term "employee" shall include an officer or an independent
any elected official, member of a governing body, or other independent contractor. Closed sessions held
pursuant to this section shall not include discussion or action on proposed compensation except for a
reduction of compensation that results from the imposition of discipline.
(d) (1) A governing body shall publicly report any action taken in closed session and the vote or
abstention of every member present thereon, as follows:
(A) Approval of an agreement concluding real property negotiations pursuant to subdivision (a) shall be
reported after the agreement is final, as follows:
(i) If its own approval renders the agreement final, the governing body board or subboard shall report
that approval and the substance of the agreement in open session at the public meeting during which the

closed session is held.
(ii) If final approval rests with the other party to the negotiations, the governing body shall disclose the
fact of that approval and the substance of the agreement upon inquiry by any person, as soon as the other
party or its agent has informed the governing body of its approval.
(B) Approval given to its legal counsel to defend, or seek or refrain from seeking appellate review or
relief, or to enter as an amicus curiae in any form of litigation, as the result of a consultation under
subdivision (b) shall be reported in open session at the public meeting during which the closed session is
held. The report shall identify, if known, the adverse party or parties and the substance of the litigation.
In the case of approval given to initiate or intervene in an action, the announcement need not identify the
action, the defendants, or other particulars, but shall specify that the direction to initiate or intervene in
an action has been given and that the action, the defendants, and the other particulars shall, once
formally commenced, be disclosed to any person upon inquiry, unless to do so would jeopardize the
ability of the auxiliary organization to effectuate service of process on one or more unserved parties, or
that to do so would jeopardize its ability to conclude existing settlement negotiations to its advantage.
(C) Approval given to its legal counsel of a settlement of pending litigation, as defined in subdivision (b),
at any stage prior to or during a judicial or quasi-judicial proceeding shall be reported after the
settlement is final, as follows:
(i) If a governing body accepts a settlement offer signed by the opposing party, the governing body shall
report its acceptance and identify the substance of the agreement in open session at the public meeting
during which the closed session is held.
(ii) If final approval rests with some other party to the litigation or with the court, then, as soon as the
settlement becomes final, and upon inquiry by any person, the governing body shall disclose the fact of
that approval and identify the substance of the agreement.
(D) Action taken to appoint, employ, dismiss, accept the resignation of, or otherwise affect the
employment status of an employee of the employee organization in closed session pursuant to subdivision
(c) shall be reported at the public meeting during which the closed session is held. Any report required by
this subparagraph shall identify the title of the employee's position. Notwithstanding the general
requirement of this subparagraph, the report of a dismissal or of the nonrenewal of an employment
contract shall be deferred until the first public meeting following the exhaustion of administrative
remedies, if any.
(E) Approval of an agreement concluding labor negotiations with represented employees pursuant to
subdivision (e) shall be reported after the agreement is final and has been accepted or ratified by the
other party. The report shall identify the item approved and the other party or parties to the negotiation.
(2) Reports that are required to be made pursuant to this subdivision may be made orally or in writing. A
governing body shall provide to any person who has submitted a written request to the governing body
within 24 hours of the posting of the agenda, or to any person who has made a standing request for all
documentation as part of a request for notice of meetings pursuant to Section 89921.1, if the requester is
present at the time the closed session ends, copies of any contracts, settlement agreements, or other
documents that were finally approved or adopted in the closed session. If the action taken results in one
or more substantive amendments to the related documents requiring retyping, the documents need not be
released until the retyping is completed during normal business hours, provided that the presiding officer
of the governing body, or his or her designee, orally summarizes the substance of the amendments for the
benefit of the document requester or any other person present and requesting the information.
(3) The documentation referred to in paragraph (2) shall be available to any person on the next business
day following the meeting in which the action referred to is taken or, in the case of substantial
amendments, when any necessary retyping is complete.
(4) Nothing in this subdivision shall be construed to require that a governing body approve actions not
otherwise subject to the approval of that governing body.

(5) No action for injury to a reputational, liberty, or other personal interest may be commenced by or on
behalf of any employee or former employee with respect to whom a disclosure is made by a governing
body in an effort to comply with this subdivision.
(e) (1) Notwithstanding any other provision of law, a governing body may hold closed sessions with the
designated representative of the auxiliary organization regarding the salaries, salary schedules, or
compensation paid in the form of fringe benefits of its represented and unrepresented employees, and, for
represented employees, any other matter within the statutorily provided scope of representation. However,
prior to the closed session, the governing body shall hold an open and public session in which it identifies
its designated representatives.
(2) (A) Closed sessions of a governing body, as permitted in this subdivision, shall be for the purpose of
reviewing its position and instructing the designated representative of the auxiliary organization.
(B) Closed sessions, as permitted in this subdivision, may take place prior to and during consultations
and discussions with representatives of employee organizations and unrepresented employees.
(C) Closed sessions with the designated representative of the auxiliary organization regarding the
salaries, salary schedules, or compensation paid in the form of fringe benefits may include discussion of
the available funds and funding priorities of the auxiliary organization, but only insofar as these
discussions relate to providing instructions to the designated representative of the auxiliary organization.
(D) Closed sessions held pursuant to this subdivision shall not include final action on the proposed
compensation of one or more unrepresented employees.
(E) For the purposes enumerated in this subdivision, a governing body may also meet with a state
conciliator who has intervened in the proceedings.
(3) For the purposes of this subdivision, the term "employee" includes an officer or an independent
any elected official, member of a governing body, or other independent contractors.
(f) (1) Prior to holding any closed session, the governing body shall disclose, in an open meeting, the
item or items to be discussed in the closed session. The disclosure may take the form of a reference to the
item or items as they are listed by number or letter on the agenda. In the closed session, the governing
body may consider only those matters covered in its statement. Nothing in this subdivision shall require
or authorize a disclosure of information prohibited by state or federal law.
(2) After any closed session, the governing body shall reconvene into open session prior to adjournment,
and shall make any disclosures required by subdivision (d) of action taken in the closed session.
(3) The disclosure required to be made in open session pursuant to this subdivision may be made at the
location announced in the agenda for the closed session, as long as the public is allowed to be present at
that location for the purpose of hearing the announcements.
89923.1. In the event that any meeting is willfully interrupted by a group or groups of persons so as to
render the orderly conduct of that meeting unfeasible, and order cannot be restored by the removal of
individuals who are willfully interrupting the meeting, the members of the governing body conducting the
meeting may order the meeting room cleared and continue in session. Only matters appearing on the
agenda may be considered in that session. Representatives of the press or other news media, except those
participating in the disturbance, shall be allowed to attend any session held pursuant to this section.
Nothing in this section shall prohibit the governing body from establishing a procedure for readmitting an
individual or individuals not responsible for willfully disturbing the orderly conduct of the meeting.
89923.3. (a) A governing body shall not conduct a meeting in a facility that prohibits the admittance of
any person, or persons, on the basis of race, religious creed, color, national origin, ancestry, sex, sexual
orientation, gender identity, or gender expression, or that is inaccessible to disabled persons, or where

members of the public may not be present without making a payment or purchase. This section shall
apply to every governing body as defined in Section 89920.1.
(b) A notice, agenda, announcement, or report required under this article need not identify any victim or
alleged victim of tortious sexual conduct or child abuse unless the identity of the person has been publicly
disclosed.
89924. No governing board or subboard shall take action on any issue until that issue has been publicly
posted for at least one week.
89925. Each auxiliary organization shall establish, by constitution, statute, bylaws, or resolution,
provisions for elections of officers and board members. These provisions shall be designed to allow all
those eligible to vote complete access to all information on issues and candidates. These provisions shall
include, but not be limited to, provisions for sample ballots, numbers of days and hours for voting, polling
locations, and notice of elections.
89926. Where the constitution or articles of incorporation of an associated students auxiliary organization
provides for a judiciary or judicial council with powers separate from the governing board of the auxiliary
organization, decisions rendered by the judiciary or judicial council shall be final.
89927. Each member of a governing body board pursuant to this article who attends a meeting of the
governing body board where action is taken in violation of any provision of this article, with knowledge
of the fact that the meeting is in violation of this article, is guilty of a misdemeanor.
89928. This article is not applicable to either of the following:
(a) Any entity formed or operating pursuant to Section 89300.
(b) The governing board of any statewide student organization that represents the students of the
California State University.

Senate Republican Caucus
SB 2286 - 1984

Senate Democratic Caucus
SB 2286 - 1984

Assembly Republican Caucus
SB 2286 - 1984

Senate Committee on Education
SB 2286 - 1984

Senate Committee on Finance
SB 2286 - 1984

Assembly Committee on Education
SB 2286 - 1984

Assembly Committee on Ways and Means
SB 2286 - 1984

Governor’s Chaptered Bill File
SB 2286 - 1984

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Although he did not live to see it and would never have dreamed of such a
development, the late Richard P. McKee has his name on the new law, just
signed by Governor Jerry Brown, bringing transparency to the files of
foundations and other nonprofit “auxiliary organizations” allied to the state’s
public colleges and universities. McKee, co-founder and first president of
Californians Aware, had an unrivaled history of activism to preserve respect for
the open meeting and public records laws — by skillful jawboning, persistent
surprise surveys, diplomatic advocacy and, when all else failed, personally
financed and designed litigation, in which he usually prevailed. The McKee
Act, generously given that name by its author, Senator Leland Yee (D-San
Francisco) and its sponsor, the California Newspaper Publishers Association,
is a fitting marker for a man whose lifetime career was in community college
teaching, who policed his and other campuses for sunshine compliance, and
who insisted that CalAware take CSU Stanislaus and its foundation to court for
refusing to disclose the contract for Sarah Palin’s appearance there last year
to mark the campus’s 50th anniversary. What the new law does and why it was
sought is reported by Peter Velz for the Student Press Law Center.
After three years of legislative back and forth, Gov. Jerry Brown on
Wednesday signed Senate Bill 8, subjecting foundations, bookstores and
other auxiliary organizations throughout California’s public university
system to open records requests.
The Richard McKee Transparency Act of 2011 was authored by state Sen.
Leland Yee. Adam Keigwin, Yee’s chief of staff, said the bill started as a
way to clarify the role “quasi-public” auxiliary organizations had under open
records laws.
Keigwin said the law clarifies that the public can obtain correspondence,
Californians Aware – The Richard McKee Act Is Now Law http://calaware.org/uncategorized/the-richard-mckee-act-is-now-law
1 of 5 1/16/2015 3:05 PM

emails, letters, financial statements and contracts from foundations and
auxiliary organizations at the University of California, California State
University and the state’s community college system.
The legislation does, however, allow foundation donors to remain
anonymous unless they receive gifts from the school worth more than
$2,500. Donors can also become public if they enter into a no-bid contract
with the school within five years of a donation or if they attempt to influence
curriculum or university operations.
The bill has its roots in 2009 legislation that passed overwhelmingly, only to
be vetoed by Gov. Arnold Schwarzenegger.
Yee revised and resubmitted the bill the following year addressing
concerns brought up by the governor, namely the privacy of anonymous
donors. The changes allowed anonymous donations unless donors
received gifts from the school worth more than $500 for their contribution.
Despite similar bipartisan support in the senate, Schwarzenegger again
rejected the bill.
With a new governor in place this year, SB 8 was an opportunity to try
again.
“We took a little bit different approach this year by creating essentially a
mini public records act in the education code,” said Jim Ewert, general
counsel for the California Newspaper Publishers Association and a
supporter of the bill.
Ewert said one of the main changes was increasing the acceptable value of
gifts an anonymous donor may receive to $2,500.
“It was that final piece that protected identifiable information about donors
that apparently won the day,” he said.
Ewert called the compromises “reasonable” and said with the bill in place,
“there’s going to be an attempt to pull back a lot of curtains.”
“Foundations only comprise about a third of the total number of auxiliaries
on CSU campuses,” Ewert said, adding “bookstores, agreements between
student body organizations, vendors, parking concerns, arena
developments and vendors,” to the list of information now open to public
records requests.
Erik Fallis, spokesman for CSU, said the system “is one of the most
transparent, if not the most transparent, university system out there” and
2 of 5 1/16/2015 3:05 PM

By Terry Francke, General Counsel | September 8th, 2011 | Uncategorized | Comments Off
emphasized much of what people want from foundations and auxiliaries is
already available through IRS 990 forms, public agendas and “subject to
disclosure under non-profit rules or federal or state laws.”
In May, USC and CSU dropped their opposition to the bill once a
compromise on donor privacy was worked out. Now that the bill has
passed, Fallis said additional resources may be allocated to take on more
public records requests.
“We’re going to work with our auxiliaries, certainly give them the
information they need to comply with the law,” he said. “And we’ll look into
ways that the auxiliaries might need support in complying with the law.”
Over the three years SB 8 and the two preceding bills were trying to
address the issue, there was no shortage of controversy involving
auxiliaries.
The most recent incident happened in 2010 when Sarah Palin was
scheduled to appear at California State University Stanislaus during an
engagement through the CSU Stanislaus Foundation. Inquiries by Yee and
the press for Palin’s contract were denied by the auxiliary organization. A
controversy erupted after Stanislaus students later found documents related
to Palin the university denied it had, and a judge eventually ruled CSU
acted illegally when it withheld the information.
The law is a boon to journalists and donors curious about where their
money is going, Keigwin said.
“I’ve talked to several reporters who have been waiting for this law to go
into effect for several years,” Keigwin said. “They basically have their …
requests and are ready to hit ‘send’ on their computers.”
The legislation does not go into effect until Jan. 1, though Yee is urging UC
and CSU to begin complying with requests immediately. Laws in Colorado,
Georgia, Minnesota and Nevada also make university foundation records
public, though to varying degrees.
“Finally there will be real transparency to UC and CSU, and we’re looking
forward to seeing how these universities are running these organizations
and where the money is going,” Keigwin said.
Create a Topic in the Community Forums
3 of 5 1/16/2015 3:05 PM

Terry Francke has a 33-year history of helping journalists, citizens
and public officials understand and use their First Amendment
and open government rights. With CalAware, Francke has
authored comprehensive and authoritative guidebooks to
California law on access to government meetings and public records and the
news gathering and publication rights of journalists. Focusing on these issues
in public forum law, he supervises CalAware’s legislative and litigation
initiatives; conducts workshops on legal compliance; helps design public
records audits; supports local sunshine ordinance drafting efforts; writes
CalAware Today, a blog on current developments and proposals in the law and
best practices; and answers countless queries by phone and e-mail from
citizens, journalists, public officials and employees, and lawyers.
Francke previously served 14 years as executive director and general counsel
to the California First Amendment Coalition, after a 10-year post as legal
counsel for the California Newspaper Publishers Association. He has served
as an advisory panel member to the National Center on Courts and the Media;
taught journalism law at the Department of Communication at Stanford
University; and served as an expert contributor to the 1994 major revisions to
the Ralph M. Brown Act and the 2004 ballot proposition making open
government a basic right of citizens under the California Constitution.
Francke is a 1967 graduate of the University of Notre Dame and a 1979
graduate of McGeorge School of Law, University of the Pacific. Prior to his
legal career, Francke worked as a weekly newspaper editor and in military and
local government public affairs positions.
4 of 5 1/16/2015 3:05 PM

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UC, CSU 'Transperancy Act" Gets Senate Nod
June 6, 2011
Legislation would expand public record laws at public universities

SACRAMENTO – On a 381 bipartisan vote, the California Senate has approved
legislation authored by Senator Leland Yee (DSan Francisco) to bring greater
transparency and accountability to California’s public higher education institutions – University of California,
California State University, and the state’s community college system.
SB 8 will ensure UC, CSU and the community college auxiliaries and foundations adhere to state public
records laws. Under SB 8, all other financial records, contracts, and correspondence would be subject to public
disclosure upon request.
Previous legislative efforts have been opposed by the administrations of UC and CSU and vetoed by former
Governor Arnold Schwarzenegger (RLos Angeles), but recently, Yee was able to strike a compromise with the
universities to remove their opposition by protecting donor anonymity in most cases.
Specifically, the bill will protect the anonymity of donors and volunteers in all cases except in situations where
there is a quid pro quo in which the donor or volunteer receives something from the university valued at over
$2500 or in which the donor or volunteer receives a sole source (nobid) contract within five years of the
donation. Anonymity would not be provided to any donor who attempts to influence curriculum or university
operations.
“I am very pleased with today’s bipartisan vote to bring true transparency to our public institutions of higher
learning,” said Yee. “Finally, we will have sunshine and accountability of the administration of billions of dollars
within UC and CSU.”
According to the CSU Chancellor’s Office, in 2009, 20 percent of its $6.7 billion budget, or $1.34 billion, was
held in their 87 auxiliaries and foundations.
Several recent examples demonstrate the need for increased public oversight and accountability provided by
Yee’s legislation.
• The most recent scandal of an auxiliary organization involved the CSU Stanislaus Foundation.  The
Foundation negotiated a speaking contract with Sarah Palin, but originally refused to disclose her
compensation. After a lawsuit filed by CalAware, a judge ruled that the CSU acted illegally and forced them to
disclose the contract.
• At Sonoma State, a $1.25 million loan issued to a former foundation board member two days after he
resigned.  A bankruptcy court forced the Sonoma State Foundation to return a portion of that loan which the
former board member attempted to pay outside of the bankruptcy court proceedings.  The Attorney General’s
office and the FBI are investigating a number of auxiliaries at Sonoma State.
• The Fresno Bee newspaper was denied information in 2001, specifically concerning the identity of individuals
and companies that received luxury suites at the Save Mart Center arena at Fresno State.  The denial resulted
in CSU v. Superior Court (McClatchy Company), in which the Court opined that although it recognized
university auxiliaries ought to be covered by the CPRA and that its ruling was counter to the obvious legislative
intent of the CPRA, the rewriting of the statute was a legislative responsibility.
• At San Francisco City College, a campus executive has been indicted for using money from the San
Francisco City College Foundation for personal and political purposes.  At San Jose/Evergreen Community
College, the Chancellor was found to have engaged in lavish travel and other examples of financial
impropriety that prompted her resignation. Since local community college campus auxiliaries are already
subject to the CPRA, these instances of waste and abuse have led to the parties being held to account.
• Sacramento State President Alexander Gonzalez spent over $27,000 from the campus auxiliary money to
remodel his kitchen in 2007 and received over $80,000 for housing expenses on top of a foundation loan of
over $230,000.  An Attorney General audit said the situation created “the appearance of impropriety.”
Additionally at Sacramento State, $6.3 million of public funds was transferred to University Enterprises Inc. – a
campus auxiliary – to backfill losses from a property acquisition, which is completely contrary to UC and CSU
claims that no taxpayer dollars are used for campus auxiliary operations.

Advocacy Packet - Support for Update to Auxiliary Organization Open Meeting Code

Advocacy Packet - Support for Update to Auxiliary Organization Open Meeting Code

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