TOWN OF WINDSOR
AGENDA REPORT

Elizabeth Cargay, Environmental Program Manager

Santa Rosa Plain Groundwater Sustainability Agency – Amended and Restated Joint Exercise of Powers Agreement and Bylaws

Adopt a resolution approving the Santa Rosa Plain Groundwater Sustainability Agency Amended and Restated Joint Exercise of Powers Agreement (JPA) and amended Bylaws.

The Santa Rosa Plain Groundwater Sustainability Agency (SRP GSA) is a collaborative, legally formed agency under a Joint Powers Authority (JPA) that manages groundwater sustainably in the Santa Rosa Plain Groundwater Subbasin. This GSA was formed under the 2014 California Sustainable Groundwater Management Act (SGMA), which requires local agencies to form groundwater sustainability agencies (GSAs) for high and medium priority basins, and develop and implement groundwater sustainability plans (GSPs) to avoid undesirable results and mitigate groundwater overdraft within 20 years. 

The SRP-GSA JPA enables member agencies to act together, while the bylaws provide the operational framework for governance, decision-making, and community engagement. Together, they ensure a Groundwater Sustainability Plan was developed and implemented.  Windsor is on the Board of the GSA. A Joint Exercise of Powers Agreement (JPA) for the Santa Rosa Plain Groundwater Sustainability Agency was fully executed on May 25, 2017. On August 8, 2019, the City of Sebastopol joined the GSA per Section 5.03 (Attachment 2 and 3).  

Periodically, the GSA Administrator and Agency Counsel were required to make a report to the GSA Board recommending any amendments to the Agreement or bylaws, and if directed by the Board, draft proposed amendments for consideration by the governing boards of each Member.

Certain milestones were met in recent years (completion of the initial fee study in June 2019 and submittal of the GSP in January 2022). During 2026, GSA staff and General Counsel reviewed the JPA in collaboration with member agency staff to see if the past eight years of operational experience warranted any proposed amendments. The agency’s Bylaws, approved by the GSA Board of Directors on February 8, 2018, were also reviewed.

Based on this review, GSA staff found the JPA and Bylaws to be predominantly effective in addressing the interests and concerns of member agencies and constituents. Some proposed changes were identified in both documents that in staff’s opinion would add clarity, improve efficiency, and increase operational and process flexibility as the agency evolves. The major proposed changes are discussed below.

GSA staff, General Counsel, and member agency staff met and worked through proposed changes to the JPA and Bylaws, incorporating GSA Board feedback and reviewed the proposed changes to ensure consistency with other GSA policies. Significant proposed changes can be found in the JPA in Sections 1.01, 6.01, 7.06, 10.06 and 12.02 and in the Bylaws sections 3.1 and 5.1. There are other proposed minor edits throughout.  A first draft of these proposed changes was shared with the GSA Board at the October 30, 2025 meeting and are described below and redlined in Attachments 4 and 5 and clean versions as Attachments 6 and 7. 

Major Draft Edits to Joint Exercise of Powers Agreement

Section 6.02: Directors & Alternates: To address a recurring challenge of convening a supermajority (8) of GSA Board members for business items identified in the JPA, GSA staff recommend adding the option for Members to appoint a Second Alternate Director, if necessary, who would be appointed by an official action of their respective Member. The Second Alternate Director would be limited to attending no more than two meetings per calendar year. This change could provide GSA Members with additional personnel options to attend quarterly Board meetings. 

Section 7.06: Supermajority Voting Requirement: To better align with the GSA Bylaws and clarify that a supermajority (8) vote is required to adjust the total number of Advisory Committee seats or categories of appointments; and clarify that individual biennial Advisory Committee appointments do not require supermajority votes, GSA Staff recommend updating the “Modifications to the composition and number of Advisory Committee members” section.

• Potential updated language: “Modifications to the composition of the Advisory Committee as set forth in Section 6.3(b) of the Bylaws, including changes to the total number of Advisory Committee members, Member appointees, and interest-based appointees, including changes to the categories of interest-based appointees.”

Additional updates recommended in Section 7.06 include adding references to other supermajority items referenced in other sections of the JPA to improve clarity. 

Section 9.03: Employees and Management: In order to simplify voting requirements and align with the Petaluma Valley and Sonoma Valley JPAs, GSA staff recommend changing the supermajority vote requirement to a majority vote requirement for contracting with member agencies for technical and outreach services. Administrative services would continue to require a supermajority vote per a request from member agency staff. 

Section 10.06 – Budget: Existing JPA language requires that the GSA adopt a budget by April 1st of the prior fiscal year, which can be challenging to meet. In order to provide increased flexibility of the timing of annual budget approvals, GSA staff are recommending changes that would allow for the budget to be approved any time before the start of the Fiscal Year that the budget is for, unless the GSA is directly funded by Member contributions, in which case the preliminary budget for the GSA would be adopted no later than 90 days before the start of the ensuing fiscal year.

Additional Changes: Minor additional changes were made throughout to contextualize the document as the amended and restated JPA, remove language that is no longer relevant, update definitions, and clarify language. 

Draft Edits to Bylaws

Section 3.1(a) APPOINTED STAFF: Administrator: To provide clarity on the GSA Administrator’s ability to represent the GSA via written correspondence, GSA Staff and Counsel recommend adding GSA Administrator authority to prepare, sign, and transmit routine written correspondence on behalf of the Santa Rosa Plain GSA so long that it is consistent with and advances the sustainability goals of the GSP. For nonroutine/policy correspondence where the GSA Board has not given prior direction or the GSP is unclear, then the proposed language would direct the GSA Administrator to obtain majority approval from the Board. However, if the matter is time sensitive, then the proposed language would allow the Chair or Vice Chair of the Board to approve the letter, as long as it is disclosed and submitted to the GSA Board at the next meeting. 

Section 5.1. LOCATION; TIMING: GSA Staff and Counsel recommend updating Section 5.1 to accurately reflect current meeting timing and provide for more flexibility in meeting scheduling. Under the proposed language, the GSA Board would annually adopt a resolution establishing the regular meeting schedule for the ensuing fiscal year, allowing for greater flexibility based on the current needs of the agency. 

Additional Changes: Minor additional changes were made throughout to update the Bylaws to align with the proposed JPA updates, enhance the clarity of the document, improve compliance with relevant laws, or better align with standard operations of small government agencies. 

There is no fiscal impact as a result of this item. 

This action does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review.