Chapter 2.04 — COUNCIL ORGANIZATION AND PROCEDURE

• Editor's Note: Prior Ordinance History: Ordinances 4207, 4337, 4338, 4440 and 4453 were previously codified in this chapter, and were not specifically repealed by adoption of Ord. 4692.

(a) The council of the city shall hold regular meetings on the first three Mondays of each month, at five-thirty p.m. in the council chambers of the City Hall, 250 Hamilton Avenue, in said city unless the council chambers shall be determined by a majority vote of the council to be inadequate or unavailable for a meeting, in which event the council may designate some other suitable place in the city for the conduct of the meeting. The determination to hold the meeting at a place other than the council chambers may be made by the mayor prior to the regular meeting date; provided, that notice of the change in place for conduct of the meeting shall be published prior to the meeting in a newspaper of general circulation published in the city, setting forth the reasons for the change, and a copy of the notice shall be posted on the council chamber door for at least twenty-four hours prior to the time scheduled for the meeting and during the meeting. If the council adjourns its meeting from the council chambers to another place, notice to adjourn and the new place for holding the meeting shall be posted on the council chamber door during the time the meeting is being held.

(b) Each year, no later than the third meeting in February, the council shall by resolution schedule its vacation for that year. The resolution shall designate the dates of this scheduled vacation and the city clerk will give notice thereof by whatever means are deemed appropriate. During said scheduled annual vacation, there shall be no regular meetings of the council nor of the council standing committees, unless it is an adjourned regular meeting. The mayor or a majority of the council may call a special meeting during the scheduled vacation if necessary.

(Ord. 5588 § 2, 2023: Ord. 5250 § 2, 2014: Ord. 4692 § 1 (part), 2001)

To the greatest extent possible, special meetings called for other than regular meeting days should be scheduled by a majority of the council present and voting at a regular meeting.

(Ord. 4692 § 1 (part), 2001)

The council and any other city board or commission shall publicly report actions taken in closed session related to any litigation, and the roll call vote on such actions, unless the report would, in the written opinion of the city attorney for specifically stated reasons, clearly jeopardize the city's ability to effectuate service of process on one or more unserved parties, impair the city's ability to resolve the matter through negotiation, mediation or other form of settlement, or expose the city to potential liability or litigation. Notwithstanding the city attorney's written opinion, the council may under any circumstance, by majority vote, determine that it is in the city's best interests to disclose actions taken in closed session related to litigation. The public report shall be given as soon as possible, but no later than the next regular meeting, and shall include the vote or abstention of every member present. The city attorney's written opinion shall be made public, along with any action taken and any vote thereon, as soon as any litigation is concluded.

(Ord. 4692 § 1 (part), 2001)

(a) No person in attendance at a lawful closed session conducted by the council or any other city board or commission shall disclose the substance or effect of any matter discussed during the closed session, or any written material distributed in connection with the closed session, until such time as the council or such other board or commission determines by formal action that confidentiality is no longer necessary or appropriate. This section shall not preclude public reports of council action as provided in Section 2.04.030.

(b) Violations of this section shall be punishable by resolution of the council censuring the person or persons responsible for the disclosure and any other penalty provided under the this code or state law.

(Ord. 4692 § 1 (part), 2001)

(a) A majority of the council shall constitute a quorum for the transaction of business, but a lesser number may adjourn from time to time and may compel by a notice the attendance of absent members refusing or neglecting to attend such meetings. Disobedience of the notice may be punished at the discretion of the council by a fine not exceeding $250.00 per absence. The notice may be by any means giving actual notice to appear, and may be given by the city clerk or any person authorized by the council.

(Ord. 4692 § 1 (part), 2001)

The council shall elect one of its members as mayor and one as vice-mayor at the first regular council meeting in January each year. The election of mayor and vice-mayor shall be by a vote of a majority of the members of the council. The mayor shall be seated and assume the duties of presiding officer immediately following the election of mayor and before the election of the vice-mayor.

(Ord. 4692 § 1 (part), 2001)

(a) The city clerk shall prepare the agenda of all matters to be submitted to the council at its regular meeting according to the order of business which may be set forth in the council's procedural rules numbering each item consecutively.

(b) Not later than 12:00 noon on the Wednesday preceding the next regular meeting, the city clerk shall be notified by the city manager or city attorney of the titles of all agenda items to be submitted to the council at its next regular meeting. The city clerk shall cause a summarized digest of the agenda to be published in a newspaper of general circulation at least twenty-four hours before each meeting. This section shall be directory so that failure to provide the notification and digest publication shall not prevent addition of matters to the council agenda in any other manner allowed by law.

(c) The city manager, with prior approval of the mayor, is authorized to designate upon the agenda of the council, and the city clerk shall publish in the agenda digest, items that shall be taken up as the first item of business or at a specific time during the course of the meeting. Upon said hour, the council may suspend consideration of the item then under discussion, or may complete consideration of such item, and then must commence consideration of such item for which time is specified, without further action to take said item out of order upon the agenda.

(d) All reports, ordinances, resolutions, contracts, documents or other matters and supporting materials in sufficient quantity for full packet distribution shall to the greatest extent possible be delivered to the city clerk no later than the Thursday preceding the next regular meeting. The city clerk shall prepare the agenda of all such matters according to the order of business which may be set forth in the council's procedural rules numbering each item consecutively. A complete copy of such agenda and the aforesaid supporting materials shall to the greatest extent possible be delivered or mailed to each council member and each department head so as to reach the recipient not later than 7:00 p.m. on the Thursday preceding each council meeting.

(e) The agenda and materials, including any letters from council members to their colleagues concerning agenda items, shall be available to the public, all newspapers of general circulation within the city, and in the office of the city clerk, and shall be delivered to all city libraries, except the Children's Library, by 9:00 a.m. on the Friday preceding each council meeting, and posted in the council chambers during each meeting. Copies of the agenda may be obtained during business hours no later than the Friday preceding the meeting and the day of the meeting at the office of the city clerk, at all city libraries, except the Children's Library, and in the council chambers during each meeting.

(Ord. 4692 § 1 (part), 2001)

(a) The mayor, the vice-mayor, or the temporary presiding officer appointed by the mayor, shall take the chair at the time designated for the start of the meeting, and shall call the council to order. In the absence of the mayor and the vice-mayor, and failure of the mayor to appoint a temporary presiding officer, the city clerk or the assistant city clerk, shall call the council to order, whereupon a temporary presiding officer shall be elected by a majority of the council members present. Upon the arrival of the mayor or the vice-mayor, the temporary presiding officer shall relinquish the chair at the conclusion of the business then before the council.

(b) The presiding officer shall preserve strict order and decorum at all meetings of the council, announce the council's decision on all subjects and decide all questions of order, subject to any appeal to the council which may be permitted under the council's procedural rules. The presiding officer shall vote on all questions as other members of the council. In the absence of the mayor, the vice-mayor shall be the presiding officer of the council.

(c) In the event the vice-mayor is absent, the mayor shall have the right to name any member of the council to perform the duties of the presiding officer, but such substitution shall not extend beyond an adjournment, except as provided for in subsection (d) of this section.

(d) All ordinances, resolutions, and other such documents adopted and contracts approved by the council at a meeting shall be signed by the presiding officer of that meeting.

(Ord. 4692 § 1 (part), 2001)

At the beginning of each regular and special council meeting, the city clerk shall call the roll of the council members and the names of those present and those absent shall be entered in the minutes.

(Ord. 4692 § 1 (part), 2001)

The council shall adopt by resolution a handbook of procedural rules governing any aspect of the conduct of meetings and hearings for the council and its standing committees, including but not limited to agenda requirements, the order of business, rules of order, rules of evidence, closed session procedures and rules for public participation in meetings. The handbook of procedural rules shall be deemed guidelines and failure to comply with any procedural rule shall not be the basis for challenge to or invalidation of any action of the council, nor shall they be construed to create any independent remedy or right of action of any kind.

(Ord. 4692 § 1 (part), 2001)

It is the policy of the city of Palo Alto that members of the public shall have the opportunity to speak to any regular or special meeting agenda item before final action by the council. This policy shall be implemented by the council procedural rules.

(Ord. 4692 § 1 (part), 2001)

(a) All council members must preserve order and decorum at all times during meetings. No council member shall, by conversation or otherwise, delay or interrupt council proceedings or any council member while speaking. All council members shall obey the orders of the presiding officer, except as otherwise herein provided.

(b) Any member of the public desiring to address the council shall first secure the permission of the presiding officer. No person, other than a council member and the person having the floor, shall be permitted to enter into any discussion or debate without the permission of the presiding officer.

(c) Any person who disrupts the conduct of a meeting or who makes threats against any person or against public order and security while in the council chamber shall be barred by the presiding officer from further attendance at the meeting before the council and shall be deemed guilty of a misdemeanor. The presiding officer's decision may be appealed to the full council by any council member.

(Ord. 4692 § 1 (part), 2001)

The chief of police or the representative of the chief of police shall be ex officio sergeant-at-arms of the council. The ex officio sergeant-at-arms shall carry out all orders and instructions given him or her by the presiding officer for the purpose of maintaining order and decorum in the council chamber. Upon instructions of the presiding officer, it shall be the duty of the ex officio sergeant-at-arms or any police officer present to eject any such person from the council chambers or place him or her under arrest, or both.

(Ord. 4692 § 1 (part), 2001)

No person shall consume food or beverages in the council chambers. This section shall not prohibit council members or staff from bringing or consuming beverages while in the council dais area or at the meeting table in the council conference room. Violations of this section shall be an infraction.

(Ord. 4692 § 1 (part), 2001)

(a) No person, except city officials, their representatives, and representatives of news-gathering agencies, shall be permitted within the council and staff area unless expressly permitted by the presiding officer or city manager.

(b) During city council meetings or meetings of other city boards and commissions, the city council chambers are to be used exclusively for the direct conduct of city business through participation in the city council meeting by personal attendance and observation of the proceedings, addressing the council or other public officials when recognized and granted permission to speak, and presenting written materials or other evidence to the council or other public officials when recognized and granted permission to speak or offer the written materials or evidence. No other activities of any kind shall be permitted in the council chambers during city council meetings or meetings of other city boards and commissions.

(Ord. 4692 § 1 (part), 2001)

(a) The minutes of the council shall be kept by the city clerk. The minutes shall be neatly typewritten or printed in a book kept for that purpose, with a record of each particular type of business transacted set off in paragraphs, with proper subheadings.

(b) The minutes shall include a record of all business discussed and all actions taken at regular or special meetings of the council and council standing committees. The minutes shall be action minutes. As soon as possible after each council and committee meeting, the city clerk shall post draft action minutes on the city’s website and transmit a copy to each council member.

(c) The city clerk shall also prepare a summary of discussions and actions taken at all regular and special council meetings and council standing committees. The summaries, or sense minutes, are for the use and convenience of council and the public and shall not be approved by council as official records of proceedings. As soon as possible after each council and committee meeting, sense minutes shall be made publicly available digitally on the city’s website and hard copies available upon request.

(d) At the meeting following posting of the draft action minutes, council minutes shall be agendized by the city clerk for the council’s approval. Corrections to the minutes shall be made at the meeting. Council members may submit their corrections in writing or orally to the city clerk’s office before the time of the meeting. The city clerk shall distribute a written copy of all corrections received during regular business hours to all council

members at the meeting.

(Ord. 5423 § 2, 2018: Ord. 5349 § 2, 2015: Ord. 4692 § 1 (part), 2001)

Neither the council nor any of its committees or members shall direct, request or attempt to influence, either directly or indirectly, the appointment of any person to office or employment by the city manager or in any manner interfere with the city manager or prevent the city manager from exercising individual judgment in the appointment of officers and employees in the administrative service. Except for the purpose of inquiry, the council and its members shall deal with the administrative service solely through the city manager, and neither the council nor any member thereof shall give orders to any of the subordinates of the city manager, either publicly or privately.

(Ord. 4692 § 1 (part), 2001)

(a) Any written communication, except anonymous correspondence, books, and publications, addressed to the council shall be reproduced and distributed to the council. Those items not reproduced shall be circulated to council members.

(b) The city manager is authorized to receive and open all mail addressed to the council and give it immediate attention to the end that all administrative business referred to in such communications and not necessarily requiring council action may be disposed of between council meetings; provided that, council members shall receive, in the next council packet after receipt of any such communication addressed to the council, a copy of the communication with a notation on it advising council members that staff will respond; and, provided further, that, in a subsequent council packet, council members shall receive a copy of any such staff response and that all actions taken pursuant to such communications shall be reported to the council thereafter.

(c) Council members shall retain personally or provide copies to the city clerk of any written communication regarding an item of business on a meeting agenda that is known to have been distributed to a majority of the council. If a public records request is made regarding such written communications, the city clerk shall make copies of materials in his or her files available for public inspection without delay, unless the record is exempt from disclosure. Written material received by the city clerk during a meeting may be made available for inspection after the meeting.

(Ord. 4692 § 1 (part), 2001)

(a) Not later than the second regular council meeting in January, the mayor shall appoint two standing committees, consisting of three members each from the members of the council. The mayor shall appoint each council member to only one standing committee and shall appoint the chairperson of each committee. The mayor, or the vice-mayor at the request of the mayor, may act as an ex officio, voting member of each committee when one or more regular committee members are absent.

(b) The standing committees shall be designated, respectively, committee on finance and committee on policy and services, and shall meet as established by Section 2.04.200.

(c) Council members may attend meetings of committees of which they are not members, without participating in any manner, but only committee members or ex officio committee members shall vote in committee in accordance with subsection (a) of this section.

(d) Council members who submit matters to the council which are referred to a standing committee may appear before the standing committee to which the referral has been made in order to speak as proponents of the matter. Standing committee meetings during which such referrals may be considered shall be noticed as council meetings for the purpose of enabling the standing committee to discuss and consider the matter with a quorum of the council present.

(e) In addition to standing committees the mayor may, subject to approval of the council, appoint such other special committees of council members, private citizens or both as deemed desirable and necessary to assist and advise the council in its work.

(Ord. 5653 § 2, 2025: Ord. 5455 § 2, 2018: Ord. 4692 § 1 (part), 2001)

(a) Regular Meetings. Each standing committee shall meet on its designated meeting night(s) at the City Hall. The policy and services committee shall meet on the second Tuesday of each month and the finance committee shall meet on the first and third Tuesday of each month. The meeting time for each standing committee’s regular meetings shall be set by the City Council by ordinance or resolution. When additional meetings are necessary, the chairperson of each committee may call a special meeting as provided in subsection (b) of this section.

(b) Special Meetings. Special meetings of standing committees may be called by the chairperson with the consent of a majority of the committee’s members, but a special meeting so called shall be held at City Hall, or other locations if appropriate, and forty-eight hours’ notice must be given to every council member.

(Ord. 5653 § 2, 2025: Ord. 4692 § 1 (part), 2001)

It shall be the duty of the committee on finance to consider and make recommendations on matters referred to it by the council relating to finance, budget, audits, capital planning and debt.

(Ord. 4692 § 1 (part), 2001)

It shall be the duty of the committee on policy and services to consider and make recommendations on matters referred to it by the council relating to parliamentary and administrative procedures and policy matters pertaining to intergovernmental relations, personnel policies, planning and zoning, traffic and parking, public works, and community and human services.

(Ord. 4692 § 1 (part), 2001)

When any member or members of the council are appointed by the mayor to represent the city on county, area, district or state boards, committees or commissions, such appointed member or members shall be the duly authorized representatives and spokespersons for the council on or before such bodies and no other council member shall speak as the council's representative and in behalf of the council before such bodies under penalty of public censure by a majority vote of the entire council. Nothing herein shall prevent a council member from appearing before such body as a private citizen.

(Ord. 4692 § 1 (part), 2001)

Legislative action shall be taken by the council only by means of an ordinance or resolution.

(Ord. 4692 § 1 (part), 2001)

All ordinances, except ordinances initiated by the electors of the city under the provisions of Article VI, Section 2 of the Charter, shall be prepared in writing by the city attorney. No ordinance shall be prepared for presentation to the council unless ordered by a majority vote of the council or requested in writing by the city manager, or prepared on the initiative of and by the city attorney.

(Ord. 4692 § 1 (part), 2001)

All ordinances, except ordinances initiated by the electors of the city under the provisions of Article VI, Section 2 of the Charter, resolutions and contract documents, before presentation to the council, shall have been approved as to form by the city attorney or the city attorney's authorized representative, and, where substantive matters of administration are involved shall have been examined for admission by the city manager or the city manager's authorized representative.

(Ord. 4692 § 1 (part), 2001)

(a) Council Member to Sponsor. Ordinances, resolutions, and other matters or subjects requiring action by the council must be introduced and sponsored by a council member, except that the city manager or city attorney may present ordinances, resolutions or other matters or subjects to the council for consideration.

(b) Second Reading of Ordinance. With the sole exception of ordinances which take effect upon adoption, no ordinance shall be passed by the council on the day of its introduction nor within ten days thereafter, nor at any other time than at a regular or special meeting. Ordinances presented to the council for second reading shall be agendized as consent items and may be removed for debate and discussion only upon a majority vote of the council members present and voting. This section shall not prevent council members from making short comments on consent items.

(c) Amendments. A proposed ordinance may be amended between the time of its introduction and the time of its final passage, providing its general scope and original intention are retained. The correction of typographical or clerical errors shall not constitute an amendment within the meaning of this section.

(d) Emergency Ordinances Preserving Public Peace, Health or Safety. Any ordinance declared by the council to be necessary as an emergency measure for preserving the public peace, health or safety, and containing a statement of the reasons for its urgency, may be introduced and adopted at one and the same meeting if passed by a vote of four-fifths of the council members present.

(Ord. 5117, 2011: Ord. 4692 § 1 (part), 2001)

Each ordinance shall be preceded by a brief title which shall indicate the subject and purpose thereof.

(Ord. 4692 § 1 (part), 2001)

The ordaining clause of all ordinances adopted by the council shall be substantially as follows: "The Council of the City of Palo Alto does ordain as follows,"and the ordaining clause of all ordinances adopted by the people shall be: "The People of the City of Palo Alto do ordain as follows."

(Ord. 4692 § 1 (part), 2001)

Any vote of the council in open session may be made by voice vote, roll call, or electronic voting device. The presiding officer shall state the manner in which the vote is to be taken. Whenever a recorded or roll call vote of the council is in order, the names of the council members shall be listed in alphabetical order.

(Ord. 4692 § 1 (part), 2001)

All ordinances upon second reading shall be posted in a conspicuous place in the council chambers. Failure to post the ordinance shall in no way affect the passage of an ordinance. This requirement is directory rather than mandatory. This section shall not apply to ordinances which take effect immediately.

(Ord. 4692 § 1 (part), 2001)

No ordinances or resolution shall be introduced or passed, no appointment made, no officer removed, and no contract shall be awarded without

the affirmative vote of a majority of the members of the council. The election of mayor and vice-mayor shall be by a vote of a majority of the members of the council. All other action of the council, unless subject to other statutory or constitutional requirements, shall be deemed passed upon receiving a majority vote of all council members present and voting.

(Ord. 4692 § 1 (part), 2001)

(a) No ordinance adopted by the council shall become effective until the commencement of the thirty-first day after the date of its adoption, except the following which shall be effective upon adoption:

(1) An ordinance calling or otherwise relating to an election;

(2) An improvement proceeding ordinance when authorized by state or local law;

(3) An ordinance declaring the amount of money necessary to be raised by taxation, or fixing the rate of taxation, or levying the annual tax upon property, or adopting a budget;

(4) An emergency ordinance adopted in the manner provided for in this chapter;

(5) An ordinance annexing areas to the city; or

(6) An ordinance providing for tax levy or appropriation for the usual current expenses of the city.

(b) An ordinance adopted after midnight but during a meeting which commenced that same evening shall be deemed to have been adopted upon the earlier of the two calendar days. Adoption of an ordinance at an adjourned meeting shall be deemed to be adopted upon the calendar date at which the adoption actually occurred. In computation of time under this section, the date of adoption shall not be counted.

(Ord. 4692 § 1 (part), 2001)

All ordinances and resolutions adopted by the council shall be signed by the officer presiding at the council meeting at which they were adopted, attested by the city clerk and filed in the office of the city clerk.

(Ord. 4692 § 1 (part), 2001)

The council may by resolution adopt a travel and expense policy providing a schedule for expense allowances for its members and an amount shall be included in the council budget to reimburse members of the council for expenses incurred in their service as members of the council.

(Ord. 5304 § 2, 2015: Ord. 4692 § 1 (part), 2001)

(a) The salary of the council members shall be $600.00 per month. Effective January 1, 2017, the salary of the council members shall be $1,000 per month. Effective January 1, 2025, the salary of the council members shall be $1,600 per month.

(b) A city council member may waive any or all of the compensation permitted by this section.

(Ord. 5619 § 2, 2024: Ord. 5501 § 2, 2020: Ord. 5304 § 3, 2015: Ord. 4692 § 1 (part), 2001)