California Attorney General Opinion 22-402

TO BE PUBLISHED IN THE OFFICIAL REPORTS

OFFICE OF THE ATTORNEY GENERAL
State of California

ROB BONTA
Attorney General

_______________

:
OPINION :
: No. 22-402
of :
: February 29, 2024
ROB BONTA :
Attorney General :
:
MANUEL M. MEDEIROS :
Deputy Attorney General :

The HONORABLE JASON ANDERSON, SAN BERNARDINO COUNTY
DISTRICT ATTORNEY, has requested an opinion on a question relating to the Ralph M.
Brown Act (Gov. Code, § 54950 et seq.).

QUESTION PRESENTED AND CONCLUSION

Is the Executive Committee of the San Bernardino County District Advocates for
Better Schools a “legislative body” within the meaning of the Brown Act?

Yes, as the governing body of an entity created by local school districts to engage
in legislative advocacy on their behalf, the Executive Committee of the San Bernardino
County District Advocates for Better Schools is a legislative body within the meaning of
the Brown Act.

BACKGROUND

The San Bernardino County District Advocates for Better Schools (SANDABS) is
a legislative advocacy group whose eligible membership includes the San Bernardino
County Superintendent of Schools, school districts, and other local educational agencies

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in San Bernardino County (collectively, the “school districts”). 1 All school districts
desiring membership in SANDABS must execute an annual membership agreement and
contribute an amount of district funds as “dues,” calculated based on average daily
attendance. 2 These dues fund the SANDABS program. 3

The SANDABS program is managed by a 22-member Executive Committee,
which includes nine school board trustees and nine district superintendents representing
three geographical regions in San Bernardino County. 4 The representative
superintendents are selected from among all the county’s district superintendents at an
annual meeting. The nine school board representatives are selected by the San

1
See SANDABS Bylaws, art. III, § 1, available at https://tinyurl.com/2mzxr4rt (as of
Feb. 27, 2024) (hereafter, “SANDABS Bylaws”). For convenience we use the term
“school district” to include a Special Education Local Plan Area or a Regional
Occupational Program. All are “Local Educational Agencies” in San Bernardino County.
(See Ed. Code § 56026.3.) Our use of the term “school board” is intended to encompass
all local education agency governing boards in San Bernardino County; there are some 30
school districts, two Special Education Local Plan Areas, and two Regional Occupational
Programs in the county. (See County Superintendent’s website,
https://tinyurl.com/yxbjpwyf (as of Feb. 27, 2024). We are not aware of any school
districts within the county that are not members of SANDABS.
2
SANDABS Bylaws, art. III, § 2. A sample agreement for 2018-2019 accompanied the
District Attorney’s request for opinion, and we have appended a copy that sample to this
opinion as Appendix A. The specific language of the Annual Agreement appears to
change periodically. (See, e.g., SANDABS Annual Membership Agreement, Agenda,
East Valley Special Education Local Plan Area Board of Directors (Sept. 21, 2022),
Exhibit for Action Item 7a, available at https://tinyurl.com/4crmr5r3, p. 143 of 203 (as of
Feb. 27, 2024.)
3
See Proposed 2022-2023 Budget, Business Services Detail, MG: 7098 SANDABS,
p. 31 (Management Narrative: “San Bernardino County District Advocates for Better
Schools is a legislative advocacy group providing a communication link between the
education community in the county and legislators in Sacramento and Washington, D.C.
Funded by annual membership dues”), available at https://tinyurl.com/93y4cr42 (as of
Feb. 27, 2024).
4
In addition to the 18 district superintendents and trustees, the Executive Committee
includes the County Superintendent, the president and legislative chair of the San
Bernardino County School Boards Association, and the director of California School
Boards Association Region 16B. (SANDABS Bylaws, arts. IV, V, at pp. 3-6).

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Bernardino County School Boards Association at an annual meeting. Executive
Committee members serve two-year terms. 5

SANDABS program expenses are budgeted by the County Superintendent and
approved by the County Board of Education. 6 The Intergovernmental Relations
Department of the County Superintendent’s office administers and supports the
SANDABS Executive Committee’s operations. 7 As mentioned, SANDABS engages in
legislative advocacy, and the County Superintendent is the “responsible officer” for
SANDABS as a lobbyist employer. 8 The County Superintendent’s responsibilities in
relation to the Executive Committee include:

• Preparing and distributing meeting notices, appropriate backup materials,
agendas, minutes, communication, and correspondence in cooperation with the
co-chairs;

• Coordinating advocacy efforts, delegation meetings, and development of
annual state and federal legislative platforms with state and federal legislative
advocates;

• Working in concert with Executive Committee to identify opportunities
to align and mobilize collective advocacy; and

• Evaluating attempts to strategically align, abandon, and strengthen
legislative advocacy efforts. 9

The County Superintendent enjoys significant influence in Executive Committee
affairs. He or his designee sits as a permanent voting member of the Executive
Committee and chairs that Committee in the absence of the co-chairs. 10 Although the
annual agreement purports to be an agreement among three entities—the Executive
Committee, the County Superintendent, and the applicant school district—in fact the

5
See San Bernardino County School Boards Association Bylaws, art. V, § 3, at p. 3,
available at https://tinyurl.com/3dsnwk6r (as of Feb. 27, 2024).
6
See note 3, ante.
7
Ibid.
8
Secy. of State, Lobbying Activity, San Bernardino County District Advocates for Better
Schools (SANDABS), https://tinyurl.com/4pvdhjdt (as of Feb. 27, 2024).
9
Appx. A (“RESPONSIBILITIES OF SUPERINTENDENT”); SANDABS Bylaws,
supra, art. X.
10
SANDABS Bylaws, art. IV, § 1, VI, § 3.

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County Superintendent is the only signatory to the agreement apart from the individual
applicant district. 11 The County Superintendent’s staff are the sole conduits of
communication between the Executive Committee and SANDABS’s legislative
advocates. 12 Executive Committee members themselves may not communicate directly
with an advocate except as previously arranged by designated County Superintendent
staff.13

The agenda of every monthly Executive Committee meeting advises the public
that they will not be afforded an opportunity to comment, declaring that the Committee is
exempt from the open-meeting requirements of the Ralph M. Brown Act (hereafter,
Brown Act or Act):

The San Bernardino County District Advocates for Better Schools
(SANDABS) Executive Committee is made up of public education
representatives in San Bernardino County. SANDABS is not a local
educational agency, and the Executive Committee is not a “legislative
body” of a local agency, as that term is defined under Government Code
section 54952 of the Ralph M. Brown Act (Gov. Code section 54950 et
seq.). As such, while the San Bernardino County Superintendent of
Schools (SBCSS) maintains an online presence for SANDABS to inform
members of the public of its operations, meetings do not include an
opportunity for public comment in order to facilitate the business of the
Executive Committee. 14

On October 11, 2023, the Executive Committee amended its Bylaws to
declare itself excluded from coverage under the Brown Act. “SANDABS is not a
local educational agency, and the Executive Committee is not a ‘legislative body’
of a local agency, as that term is defined under Government Code section 54952 of
the Ralph M. Brown Act (Gov. Code section 54950 et seq.)” 15 The reason for the
amendment is not apparent.

11
See Appx. A.
12
SANDABS Bylaws, art. XI, § 2.
13
Ibid.
14
Id., art. VII, § 3; see, e.g., SANDABS Executive Committee Agenda, Feb, 8, 2023,
available at https://tinyurl.com/5549mmp7 (as of Feb. 27, 2024). We note, however, that
the Executive Committee allows comments from legislative representatives.
15
See SANDABS Bylaws, art. I, § 1; Minutes, Executive Committee Meeting (Oct. 11,
2023), Item 3.2.1 (adopting amendments), available at https://tinyurl.com/2p8bwjav (as
of Feb. 27, 2024)

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 The Brown Act governs meetings conducted by “legislative bodies,” as defined in
Government Code section 54952. The Act imposes an “open meeting” requirement,
which mandates (among other things) that “[e]very agenda for regular meetings shall
provide an opportunity for members of the public to directly address [a] legislative body
on any item of interest to the public, before or during the legislative body's consideration
of the item.” 16 We have previously observed that the Brown Act “not only allows
members of the public to attend the legislative body’s meetings, it allows the public to
participate in the decision-making process by presenting testimony.” 17

Our requestor, the San Bernardino County District Attorney, has jurisdiction to
enforce the open-meeting requirements of the Act, and we are informed that he has
received a complaint alleging that the Executive Committee has failed to comply with the
Act. 18 We have not been informed whether the SANDABS Executive Committee is
alleged to violate the Brown Act in any manner other than by failing to provide for public
comment. The County Superintendent informs us that “while SANDABS has historically
promoted transparency in its work for public policy reasons by holding public meetings
or publicly posting meeting materials, the Executive Committee is not required to comply
with the specific provisions of the Brown Act in carrying out its work.” 19 The County
Superintendent is of the view that the Executive Committee is not a legislative body, and
has so advised the District Attorney. 20

Before taking further action, the District Attorney has asked for our opinion on the
question whether the SANDABS Executive Committee is a “legislative body” within the
meaning of section 54952. We are authorized to give our opinion to district attorneys, as
well as to other specified public officials, “upon any question of law relating to their
offices.” 21

ANALYSIS

The Government Code authorizes school districts to engage in legislative
advocacy, either directly or through a representative. 22 And a school district is authorized

16
Gov. Code, § 54954.3, subd. (a).
17
90 Ops.Cal.Atty.Gen. 47, 50 (2007).
18
Gov. Code, §§ 54960, 54960.1, 54960.2.
19
Letter from County Superintendent, May 31, 2022, p. 11 (on file) (hereafter, “County
Superintendent Letter”).
20
County Superintendent Letter, p. 3, fn. 1.
21
Gov. Code, § 12519.
22
Gov. Code, § 53060.5 (“Any district, directly or through a representative, may attend

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to associate with other districts for the purpose of legislative advocacy, through a
representative of the association that they have formed for that purpose. 23 Where, as
here, the governing boards of multiple school districts in a county collaborate with the
County Superintendent to create an association among themselves, for the purpose of
lobbying on behalf of the association’s member school districts, we believe that the
Brown Act is implicated.

The Brown Act

City councils and school boards fit squarely within the Brown Act’s definition of a
“legislative body,” inasmuch as that definition expressly includes the “governing body of
a local agency.” 24 The SANDABS Executive Committee differs in several respects from
such governing bodies. As we have observed in our published Brown Act guide,
however, “[u]nder specified circumstances, meetings of boards, commissions,
committees or other multi-member bodies that govern private corporations, limited
liability companies or other entities may become subject to the open meeting
requirements of the Act.” 25 As discussed below, we view SANDABS as such an entity.

The Brown Act did not appear in a legislative vacuum. One commenter points out
that the context for the Act’s adoption was a series of articles by investigative reporter
Michael Harris published in 1952, which exposed local government’s dismissive attitude
to open meeting requirements and the tactics adopted to avoid them. 26 California had

the Legislature or any other legislative body, including Congress, and any committees
thereof and present information to aid the passage of legislation which the district deems
beneficial to the district or to prevent the passage of legislation which the governing
board of the district deems detrimental to the district. The cost and expense incident
thereto are proper charges against the district. . . .”)
23
Ibid. (“Such districts may enter into and provide for participation in the business of
associations and through a representative of the associations attend the Legislature, or
any other legislative body, including Congress, and any committees thereof, and present
information to aid the passage of legislation which the association deems beneficial to the
districts in the association, or to prevent the passage of legislation which the association
deems detrimental to the districts in the association. The cost and expense incident
thereto are proper charges against the districts comprising the association”).
24
Gov. Code, § 54952, subd. (a).
25
California Attorney General’s Office, The Brown Act: Open Meetings for Local
Legislative Bodies (2003), p. 6, italics added.
26
Oakes & Killingley, California’s Brown Act: Clearing the Smoke-Filled Room (2021)
58 Cal. Western L. Rev. 1, 5.

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laws prior to 1952 requiring that government business be conducted in open public
meetings. 27 Nevertheless, Harris reported that “these laws were routinely flouted by
simply labelling such meetings with other names—caucus, star chamber, executive
session, committee-of-the-whole, pre-council meeting, work session, and study meeting.
In this way, Bay Area councils and boards contrived to avoid the reach of the legislation
and to conduct in private business that should have been conducted in public.” 28

In 1953, the Legislature enacted what later became known as the Brown Act. 29
The Act was adopted “to ensure the public’s right to attend the meetings of public
agencies.” 30 And it was designed to facilitate public participation in local government
decisions, and to curb misuse of the democratic process by secret legislation by public
bodies. 31 In enacting the statutory scheme, the Legislature declared:

The people of this State do not yield their sovereignty to the
agencies which serve them. The people, in delegating authority, do not
give their public servants the right to decide what is good for the people to
know and what is not good for them to know. The people insist on
remaining informed so that they may retain control over the instruments
they have created. 32

The Brown Act’s legislative history reveals an expanding definition of “legislative
body.” As originally enacted, the term “legislative body” was defined simply as “the
governing board, commission, directors or body of a local agency, or any board or

27
See, e.g., former Ed. Code, §§ 966-967; Stats. 1963, ch. 629, § 2, p. 1517 (school
boards).
28
Oakes & Killingley, supra, at p. 7; see also Sacramento Newspaper Guild v.
Sacramento County Bd. of Sup’rs (1968) 263 Cal.App.2d 41, 49-51 (discussing
legislative history of the Act).
29
Stats. 1953, ch. 1558, § 1. The statutory scheme was not actually named the “Ralph M.
Brown Act” until 1961. (Stats. 1961, c. 115. § 1, p. 1127.)
30
Freedom Newsp. Inc. v. Orange Co. Employees Ret. Sys. (1993) 6 Cal. 4th 821, 825.
31
Julian Volunteer Fire Co. Assn. v. Julian-Cuyamaca Fire Protection Dist. (2021)
62 Cal.App.5th 583, 600-601; Preven v. City of Los Angeles (2019) 32 Cal.App.5th 925,
930; see also 61 Ops.Cal.Atty.Gen. 220, 225 (1978) (“[L]ong tradition preceding the
Brown Act discloses a strong public policy against government conducted in secret and
has led this office to conclude, as a matter of general policy, that ‘doubtful cases should
be resolved in favor of open and public meetings’”).
32
Gov. Code, § 54950.

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commission thereof.” 33 The statute was amended in 1961 to add to the definition: “any
board, commission, committee, or other body on which officers of a local agency serve in
their official capacity as members and which is supported in whole or in part by funds
provided by such agency, whether such board, commission, committee or other body is
organized and operated by such local agency or by a private corporation.” 34 The
Legislature clarified that “legislative body” as used in section 54952 “also includes, but is
not limited to, planning commissions, library boards, recreation commissions, and other
permanent boards or commissions of a local agency.” 35

In 1993, the Legislature proposed to reorganize and clarify the definitions of
“legislative body.” Committee analysts observed that “[l]ocal agencies interpret the
Brown Act in different ways. Many legislative bodies find the Act confusing and hard to
follow. Some interpretations violate the spirit of the Brown Act if not its statutes.” 36 As
amended, section 54952 defined “legislative body” to include the elected governing
body; boards, commissions, committees and other temporary or permanent bodies created
by formal action; bodies that govern private corporations created by the elected
legislative body to exercise delegated authority, or which receive funds from the
legislative body and whose membership includes a member of the legislative body
appointed by the legislative body; and standing committees composed solely of members
of the legislative body which are less than a quorum, and which are created by formal
action and hold regular meetings. 37

And in 2002, the Legislature again amended section 54952 to include the
governing boards of a limited liability company as a legislative body in subdivision
(c)(1)(A). 38 In light of all of those amendments, one analysis observed that “[i]t is
difficult to imagine a body within a county that raises or spends public monies that is not
caught by the sweep of the phrase.” 39

In 2004, the Legislature proposed, and the voters approved, a sweeping
amendment to section 3(b)(1) of article I of the California Constitution, enshrining the
public’s right of access in the state charter. “The people have the right of access to
33
Stats. 1953, ch. 1588, § 1, p. 3270
34
Stats. 1961, ch. 1671, § 1, p. 3637.
35
Ibid., former Gov. Code, § 54952.5.
36
See Sen. Local Gov. Comm., analysis of Sen. Bill No. 1140 (1993-1994 Reg. Sess.) as
amended June 24, 1993, pp. 1-2.
37
Stats. 1993, ch 1138, § 3, pp. 6387-6388.
38
Stats. 2002, ch. 1073, § 2.
39
Oakes & Killingley, supra, at p. 10.

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information concerning the conduct of the people’s business, and, therefore, the meetings
of public bodies and the writings of public officials and agencies shall be open to public
scrutiny.” 40 That same measure added a constitutional rule of construction, which
provides: “A statute, court rule, or other authority, including those in effect on the
effective date of this subdivision, shall be broadly construed if it furthers the people’s
right of access, and narrowly construed if it limits the right of access.” 41

We are asked whether the SANDABS Executive Committee is a legislative body
within the meaning of section 54952. We are mindful that the point of the several
statutory definitions of that term is not to provide “safe harbors” of technical
requirements that offer opportunities to structure deliberative bodies for the purpose of
circumventing the public’s right of participation. Rather, those definitions are intended to
maximize the statute’s reach in light of changing circumstances, consistent with
Legislative intent and the intent of the voters. 42 As a remedial statute, the Brown Act
“should be construed liberally in favor of openness so as to accomplish its purpose and
suppress the mischief at which it is directed.” 43 The public policy underlying enactment
of the Brown Act cannot be avoided by subterfuge or evasion. 44 “Unless for proper
security reasons, the public has the right to be present and to be heard during all phases of

40
Proposed Sen. Const. Amend 1 (2003-2004 Reg. Sess), Prop. 59, approved by the
voters Nov. 2, 2004; see Cal. Const., art. I, § 3, subd. (b)(1).
41
Prop. 59, supra; see Cal. Const., art. 1, § 3, subd. (b)(2).
42
Taxpayers for Livable Communities v. City of Malibu (2005) 126 Cal.App.4th 1123,
1127 (“The act defines ‘legislative body’ broadly in order to avoid its circumvention”);
Joiner v. City of Sebastopol (1981) 125 Cal.App.3d 799, 805, fn. 5 (Joiner) (“broad
language used in the section to encompass the various modes by which such a body may
be ‘created,’ evidences a legislative intent that the section be construed broadly to
preclude evasion”).
43
International Longshoremen’s and Warehousemen’s Union v. Los Angeles Export
Terminal, Inc. (1999) 69 Cal.App.4th 287, 294 (International Longshoremen’s); Epstein
v. Hollywood Entertainment Dist. II Business Improvement Dist. (2001) 87 Cal.App.4th
862, 869 (Epstein); 94 Ops.Cal.Atty.Gen. 33, 34-35 (2011).
44
Roberts v. City of Palmdale (1993) 5 Cal.4th 363, 376 (serial communications);
Epstein, supra, at p. 872; see also Sacramento Newspaper Guild v. Sacramento County
Bd. of Sup’rs, supra, 263 Cal.App.2d at p. 50 (construing “meeting”: “In this area of
regulation, as well as others, a statute may push beyond debatable limits in order to block
evasive techniques”); 79 Ops.Cal.Atty.Gen. 69, 74 (1996); cf. Gov. Code, § 54950 (“. . . .
The people, in delegating authority, do not give their public servants the right to decide
what is good for the people to know and what is not good for them to know. . . .”).

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legislative enactment by any governmental agency. This right is a source of strength to
our Country and must be protected at all costs.” 45

The SANDABS Executive Committee Is a Legislative Body Within the Meaning of
Government Code Section 54952(c)(1)(A).

As relevant here, Government Code section 54952 describes four types of
legislative bodies:

(a) The governing body of a local agency or any other local body
created by state or federal statute.

(b) A commission, committee, board, or other body of a local
agency, whether permanent or temporary, decision-making or advisory,
created by charter, ordinance, resolution, or formal action of a legislative
body. . . .

(c)(1) A board, commission, committee, or other multimember body
that governs a private corporation, limited liability company, or other entity
that either:

(A) Is created by the elected legislative body in order to exercise
authority that may lawfully be delegated by the elected governing body to a
private corporation, limited liability company, or other entity.

(B) Receives funds from a local agency and the membership of
whose governing body includes a member of the legislative body of the
local agency appointed to that governing body as a full voting member by
the legislative body of the local agency. 46

We will focus here on subdivision (c)(1)(A). The essential elements of this definition are
(i) the legislative body must be a multimember governing body of an “entity,” which is
(ii) created by an elective legislative body, (iii) in order to exercise authority that may
lawfully be delegated by the elected governing body to an entity. We will discuss each of
these elements in turn.

45
Sacramento Newspaper Guild v. Sacramento County Bd. of Sup’rs, supra 263
Cal.App.2d at p. 50, quoting Progress Report to the Legislature, Assembly Interim
Comm. on Judiciary (1953 Reg. Sess.) p. 61 (internal quotation marks omitted).
46
Gov. Code, § 54952.

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 1. SANDABS Is an “Entity” Within the Meaning of Subdivision (c)(1)(A)

SANDABS is neither a private corporation nor a limited liability company. It is
embedded within the County Superintendent’s office. It subsists entirely on public funds,
which are collected from school districts by the County Superintendent, and are
administered by him as part of the county schools’ business-services budget. 47
SANDABS is accordingly an “other entity” within the meaning of subdivision
(c)(1)(A). 48 In reaching this conclusion, we look to well-established rules of statutory
construction to ascertain the Legislature’s intent in order to effectuate the law’s
purpose. 49

Words in statutes are generally accorded their usual, ordinary meaning, which in
turn may be obtained by referring to a dictionary. 50 The term “entity” is commonly
understood to mean “an organization (such as a business or governmental unit) that has
an identity separate from those of its members.” 51 For example, a labor union has been
found to be an “entity” apart from its members “where the interests of justice indicate
that this should be so, as in a personal injury action allegedly caused by the negligence of
the union.” 52 And the two examples of entities given in the statute—“private
corporation” and “limited liability company”—are organizations that have an identity
separate from that of its shareholders or members. 53

The SANDABS members have demonstrated their intent that SANDABS manifest
as an identity distinct from themselves. Thus, “SANDABS,” as a distinct entity, is
registered as a lobbyist employer with the Secretary of State. 54 The County

47
See note 3, ante; Appx A, ¶ 4.
48
SANDABS defines itself as a “volunteer committee” composed of local educational
agencies within the county who execute an annual membership agreement and pay dues
to the County Superintendent. (SANDABS Bylaws, supra, art. III.)
49
101 Ops.Cal.Atty.Gen. 24, 29 (2018).
50
Ibid. & fn. 34.
51
Merriam-Webster Online Dict., https://www.merriam-webster.com/dictionary/entity;
see also Black’s Law Dict. (11th 3d. 2019), Entity (“An organization (such as a business
or a governmental unit) that has a legal identity apart from its members or owners”).
52
Jones v. Workmen's Comp. Appeals Bd. (1971) 20 Cal.App.3d 124, 128.
53
See 9 Witkin, Summary 11th Corp. § 1 (2022); Id., Partn. § 143 (2022).
54
See, Gov. Code, § 82039.5 (defining “lobbyist employer”); Cal. Code Regs., tit. 2,
§ 18239.5 (“lobbyist employer”); see Cal. Sec. of State, Lobbying Activity, SANDABS,
https://tinyurl.com/yja7w44v (website), https://tinyurl.com/2p8c4dcb (FPPC Form 602)

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Superintendent, for example, is separately registered. 55 And SANDABS appears in its
own name on written materials in support of, or in opposition to, legislation. 56

The County Superintendent acknowledges that “it is undisputed that the Executive
Committee is a ‘committee’ of an ‘entity’ for purposes of satisfying the threshold
question” whether the Executive Committee may be a legislative body under subdivision
(c)(1)(A). 57 We are satisfied that SANDABS is an “other entity” within the meaning of
subdivision (c)(1)(A).

2. SANDABS Is Created by the Governing Bodies of its Member School
Districts

When construing a statute, “[o]ur primary task . . . is to determine the intent of the
Legislature, and we begin by looking to the statutory language.” 58 In determining such

(as of Feb. 27, 2024).
55
Cal. Sec. of State, Lobbying Activity, San Bernardino County Superintendent of
Schools, https://tinyurl.com/2dc6yrp5 (as of Feb. 27, 2024). The Secretary of State’s
website shows that some school districts have also registered, or are currently registered,
separately as lobbyist employers and have paid a lobbyist in the years indicated: Adelanto
Elementary School District (2001-2002); Apple Valley Unified School District (2001);
Bear Valley Unified School District (2000); Chino Valley Unified School District (2018);
Fontana Unified School District (2023); Hesperia Unified School District (2018);
Needles Unified School District (2015-2016); Ontario-Montclair School District (2021-
2022); San Bernardino City Unified School District (2023); Victor Valley Union High
School District (2008). (See https://cal-access.sos.ca.gov/Lobbying/Employers/ (as of
Feb. 27, 2024).)
56
See, e.g., Assem. Comm. on Higher Ed, analysis of Assem. Bill No. 377 (2023-2024
Reg. Sess.) as amended Mar. 1, 2023, showing SANDABS as opposed to bill; Assem.
Comm. on Ed., analysis of Assem. Bill No. 39 (2019-2020 Reg. Sess.) as amended Mar.
18, 2019, p. 8 (listing SANDABS in support of bill), available at
https://tinyurl.com/yv23r2av (as of Feb. 27, 2024); see also Assem. Comm. Higher Ed.,
analysis of Assem. Bill No. 75 (2021-2022 Reg. Sess.) as amended Mar. 29, 2021, p. 8
(same); Assem. Comm. on Ed., analysis of Assem. Bill No. 92 (2021-2022 Reg. Sess.) as
amended Mar. 25, 2021, p. 8 (same); Sen. Comm. on Ed., analysis of Assem. Bill No. 5
(2011-2012 Reg. Sess.) as amended Aug. 24, 2012, p. 13 (SANDABS listed as opposed);
see also California County Superintendents, Floor Alert: Oppose AB388 (Medina), May
24, 2021, https://tinyurl.com/3y7w5k8d (as of Feb. 27, 2024.)
57
Superintendent Letter, p. 8.
58
McCarther v. Pacific Telesis Group (2010) 48 Cal.4th 104, 110.

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intent, “[w]e must give ‘the language its usual, ordinary import and accord[] significance,
if possible, to every word, phrase and sentence in pursuance of the legislative
purpose.’” 59 But we must also “avoid interpretations and constructions which defy
common sense or which might lead to mischief or absurdity, including literal meanings
which would lead to a result not intended by the Legislature.” 60 A narrow construction of
the word “create,” to mean only direct creation by an elected legislative body would
invite evasion and subterfuge of the Act’s purposes. As noted earlier, the statute should
be “construed liberally in favor of openness so as to accomplish its purpose and suppress
the mischief at which it is directed.” 61

Nothing in subdivision (c)(1)(A) requires a showing that the “entity” in question
was created by a single elected legislative body. Thus, the Court of Appeal in McKee v.
Los Angeles Interagency Metropolitan Police Apprehension Crime Task Force held that a
task force known as “L.A. Impact,” created by multiple municipalities joining a
memorandum of understanding, was subject to the Brown Act as an “entity” whose
governing bodies constituted “legislative bodies” under subdivision (c)(1)(A). 62 Nor
does anything in subdivision (c)(1)(A) require a showing that an elected legislative body
directly created the entity. Accordingly, and consistent with the McKee court’s
reasoning, other courts have held that subdivision (c)(1)(A) is implicated if an elected
legislative body merely “plays a role” in bringing the subject entity into existence. 63

For example, the issue in International Longshoremen’s was whether the
governing body of a corporation, formed to construct and operate a coal-transfer terminal,
was a legislative body within the meaning of subdivision (c)(1)(A). 64 The corporation
59
Ibid., quoting Dyna-Med, Inc. v. Fair Employment & Housing Com. (1987) 43 Cal.3d
1379, 1386- 1387.
60
Peters v. Superior Court (2000) 79 Cal.App.4th 845, 849, internal quotation marks and
citation omitted; see 64 Ops. Cal. Atty. Gen. 83, 85-86 (1981).
61
International Longshoremen’s, supra, 69 Cal.App.4th at p. 294.
62
McKee v. Los Angeles Interagency Metropolitan Police Apprehension Crime Task
Force (2005) 134 Cal.App.4th 354, 363 (“various municipalities in Los Angeles County
were involved in the creation of L.A. Impact”). The court also concluded that LA Impact
could also be considered a joint powers authority, which would subject it to the
provisions of the Brown Act as well. (Ibid.)
63
See Epstein, supra, 87 Cal.App.4th at p. 870, citing International Longshoremen’s,
supra, 69 Cal.App.4th at p. 295; see also Joiner v. City of Sebastopol, supra, 125
Cal.App.3d at p. 805; 92 Ops.Cal.Atty.Gen. 102, 106 (2009) (“create” means “to produce
or bring about a course of action or behavior”).
64
International Longshoremen’s, supra, 69 Cal.App.4th at p. 295.

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argued that its governing body was not a legislative body because it had been created by
the Board of Harbor Commissioners, an appointed body. But the court held that the
corporation’s creation was nevertheless attributable to the city council (an elected
legislative body), because the city council had “played a role” in the corporation’s
creation by approving an underlying business agreement without which the corporation’s
creation would not have gone forward. 65

Relying on its earlier analysis in International Longshoremen’s, the Court of
Appeal in Epstein v. Hollywood Entertainment Dist. II Business Improvement Dist.
reasoned that, for purposes of section 54952(c), a body is “‘created by’ charter,
ordinance, resolution or other formal action of a legislative body if the legislative body
‘played a role’ in bringing [the body] ‘into existence.’” 66 In Epstein, property owners
had sued the property owners association that was managing the Hollywood
Entertainment District Business Improvement District II (Second Improvement District)
for violating the Brown Act. 67 The trial court held that the City had not created the
association, which pre-existed the creation of the Second Improvement District by at least
two years. 68 The Court of Appeal reversed.

The Court of Appeal noted that the City of Hollywood had previously passed a
series of ordinances creating the Hollywood Entertainment Business Improvement
District I (First Improvement District). The ordinances incorporated by reference a
“Management District Plan,” which provided that the First Improvement District would
be governed by a non-profit property owners’ association. The City later expanded the
boundaries of the First Improvement District into what would become the Second
Improvement District, and the property owners association simply continued to
administer the assessments collected from the property owners. 69

On these facts, the Court of Appeal firmly rejected the trial court’s reasoning. The
court stated that it “would improperly elevate form over substance” if it were to treat the
property owners association as a “pre-existing” private entity with which the City just
“happened” to decide to do business when it turned governance of Second Improvement
District over to the property owners association. 70 “To turn a blind eye to such a
subterfuge would allow City (and, potentially, other elected legislative bodies in the

65
Id. at pp. 295-297; see also Epstein, supra, 87 Cal.App.4th at pp. 869-873.
66
Epstein, supra, 87 Cal.App.4th at p. 864, quoting International Longshoremen’s.
67
Ibid.
68
Ibid.
69
Epstein, supra, 87 Cal.App.4th at pp. 865-866.
70
Id. at p. 872.

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future) to circumvent the requirements of the Brown Act, a statutory scheme designed to
protect the public’s interest in open government.” 71 Instead, the court held that the City
had “played a role” in bringing the Improvement Districts and the property owners
association that managed them into existence as the record indicated the association was
“was formed and structured in such a way as to take over administrative functions that
normally would be handled by City.” 72 Because the City had played a role in its creation,
the property owners association was therefore a legislative body subject to the Brown Act
within the meaning of section 54952(c)(1)(A). 73

A similarly liberal construction of the term “created by” was taken in Joiner v.
City of Sebastopol, where the Court of Appeal construed that term as found in former
section 54952.3. As in current section 54952(c)(1)(A), former section 54952.3
contemplated that certain multimember legislative bodies are “created by” by another
legislative body. In Joiner, the multimember body was an applicant advisory committee
that comprised two members appointed by the city council and two members appointed
by the planning commission. 74 Significantly, former section 54952.3 required a showing
that the creation was the result of “formal action of a legislative body.” 75 The Joiner
court concluded that the city council’s appointment of two of its members, and the
council’s adoption of the proposed agenda for the meeting, sufficed as the requisite
formal action. 76 Stated otherwise, it was enough that the city council played a role in
creating the advisory committee.

We are confident that this judicial treatment of the word “create” is consistent with
legislative intent. In 2002, shortly after the decisions in International Longshoremen’s
and Epstein, the Legislature amended subdivision (c)(1)(A) to add “limited liability
companies” to the enumerated examples of “entities.” 77 In doing so, the Legislature left
the word “create” undisturbed. “Where a statute has been construed by judicial decision,
and that construction is not altered by subsequent legislation, it must be presumed that the
Legislature is aware of the judicial construction and approves of it.” 78

71
Id. at p. 873.
72
Ibid.
73
Id. at p. 876.
74
Joiner, supra, 125 Cal.App.3d at pp. 801-802.
75
See Stats. 1981, ch. 968, § 26, p. 3694 (emphasis added), repealed by Stats. 1993, ch.
1138, § 5; see now Gov. Code, § 54952, subd. (b).
76
Joiner, supra, 125 Cal.App.3d at p. 805.
77
Stats. 2002, ch. 1073, § 2.
78
People v. Hallner (1954) 43 Cal.2d 715, 719; Save Berkeley's Neighborhoods v.

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 In our circumstance, the precise origins of SANDABS appear to be unknown. Our
requestor tells us: “A review of archived San Bernardino County Board of Supervisors
minutes did not reveal any information related to the creation of either SANDABS or the
San Bernardino County School Boards Association. Neither the districts nor the county
had any records relating to the creation of SANDABS.” 79 Counsel for the County
Superintendent has evidently advised our requestor that SANDABS was created by
informal meetings and agreements between school district administrators in the late
1980s. 80 And there is some anecdotal evidence that SANDABS dates back to at least
1988. 81

Notwithstanding the absence of an historic “paper trail,” the conclusion that
member school boards “played a role” in bringing SANDABS into existence seems
unavoidable as its original existence would have depended on its constituent school
boards’ agreement to participate in its creation, and fund its activities. The SANDABS
enterprise depends entirely on the pooling of funds by member school districts. And,
indeed, SANDABS’s viability can only be perpetuated by formal actions of multiple
member school boards in conjunction with the County Superintendent. Member school
boards annually take formal action to approve entry into the SANDABS annual
agreement with the County Superintendent and the concomitant payment of dues. 82

A SANDABS plan or program idea might have been initially created, in part, by a
county superintendent acting on their own sometime in the 1980s. But SANDABS—at
least in its current form—could not exist in the absence of member school districts whose

Regents of the University of California (2021) 70 Cal.App.5th 705, 720; see also Estate
of Griswold (2001) 25 Cal.4th 904, 915-916; 90 Ops.Cal.Atty.Gen. 32, 37 (2007).
79
Request for Opinion, p. 6.
80
Request for Opinion, p. 2, fn. 1.
81
See, e.g. Joan Moseley’s Mountain Top Echoes, “Report from Potential Legislators
Regarding Schools Available Online” (Oct. 15, 2014) (“The San Bernardino County
District Advocates for Better Schools (SANDABS) executive committee, which is
composed of nine board members, nine district superintendent[s] and the county
superintendent, has surveyed state Senate and Assembly candidates since 1988”),
available at https://tinyurl.com/mr3cvum3 (as of Feb. 27, 2024).
82
See, e.g., CAHELP JPA, Governance Council Meeting Agenda (May 20, 2022), Item
8.1.4, available at https://tinyurl.com/yn9b4fm7 (as of Feb. 27, 2024); Central School
Dist., Regular Meeting Board of Trustees (Jul. 8, 2021), Item 6.F., available at
https://tinyurl.com/47h23n9d (as of Feb. 27, 2024).

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boards agree to pay their “dues.” 83 Given the Brown Act’s public access purpose, we
decline to read the term “created” in a narrow or hyper-technical manner so as to allow an
individual to initiate the creation of a policy body—whose original and continued
existence depends upon formal approval (and funding) action by one or more legislative
bodies—such that it escapes the public access and scrutiny that the Brown Act would
otherwise require. Again, “as a remedial statute, the Brown Act should be construed
liberally in favor of openness so as to accomplish its purpose and suppress the mischief at
which it is directed.” 84

Stated briefly, not unlike the circumstances in International Longshoremen’s,
SANDABS could never have existed, and cannot exist today, except for the participation
of the school districts and their governing boards’ annual vote to execute the membership
agreement and approve funds for its support. 85 Accordingly, we are persuaded that the
governing boards of school districts would have, of necessity, “played a role” in creating
SANDABS (as well as perpetuating its existence) for purposes of section 54952(c)(1)(A).

3. SANDABS Is Created In Order to Engage in Lawfully Delegated Legislative
Advocacy in the Interest of the Member School Districts

SANDABS appears to be a program whereby the County Superintendent of
Schools endeavors to martial and manage the views of the various school districts on
legislative matters of interest to the county schools in order to present a unified voice

83
And this is so whether SANDABS is described as “an organization of school
district board members and superintendents representing the member districts of San
Bernardino County,” (County Superintendent website, https://tinyurl.com/4msv5pb3 (as
of Feb. 27, 2024), or as a “volunteer committee” whose members include all the school
districts in San Bernardino County that have entered into the annual membership
agreement and paid their allotted dues (SANDABS Bylaws, arts. I, III. Executive
Committee members may represent only local education agencies that are “in good
standing” with SANDABS. (Id., arts. IV, § 1, V, § 1; SBCSBA Bylaws, art. X, § 1).
Notably, the SANDABS bylaws state that SANDABS consists of only those districts that
have entered into the annual membership agreement and paid “dues” as required.
(SANDABS Bylaws, art. III, § 2.)
84
International Longshoremen’s, supra, 69 Cal.App.4th at p. 294.
85
Id. at p. 295, fn. 2 (“Although LAXT contends it was created by the collective action of
all of its shareholders rather than by any governmental entity, absent this approval by the
City Council authorizing the Harbor Department to enter into the shareholders’
agreement, LAXT could not have been created”).

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before the Legislature and Congress. As noted earlier, the County Superintendent enjoys
considerable influence in the affairs of the SANDABS Executive Committee.

According to its bylaws, SANDABS’s sole activity is “influencing the adoption of
thoughtful state and federal legislation.” 86 To this end, SANDABS contracts with
lobbyist firms. 87 This activity, as we noted earlier, is an activity in which school districts
are authorized to engage in individually. 88 SANDABS channels this individual authority,
held separately by some 30 school districts, to a single entity that is administered by the
Office of the County Superintendent, thus enabling educational agencies in San
Bernardino County to speak with one “official” voice on legislative matters.

School boards in San Bernardino County permit district funds to be used to pay for
SANDABS’s contract lobbyists, in exchange for the Executive Committee’s promise to
undertake enumerated responsibilities around legislative advocacy. Those
responsibilities include adopting “positions relative to the proposed legislation,
regulations, or budget proposals most critical to SANDABS state and federal legislative
platform priorities”—which the Executive Committee is responsible for adopting. 89 In
every reasonable sense, by contracting with the SANDABS Executive Committee to
carry out the itemized responsibilities related to legislative advocacy before the
Legislature and Congress, the member school boards have extended to the Executive
Committee their individual authority to do these things.

The County Superintendent suggests that the governing boards have not delegated
their authority to SANDABS because the Executive Committee “operates independently
of [local education agencies], which may choose to voluntarily join and support its efforts
through the payment of membership dues.” 90 But this is immaterial to the question
whether—for purposes of the Brown Act—there has been a delegation of authority by at
least some of the school boards.

For us to find subdivision (c)(1)(A) applicable, it is not necessary that SANDABS
have been delegated final authority, or the totality of a school board’s legislative-
advocacy authority, such that the school board has no reserved right to lobby for its

86
SANDABS Bylaws, art. II; and see note 3, ante (budget management narrative
describes SANDABS as a “legislative advocacy group”).
87
See note 52, ante (discussing SANDABS as “lobbyist employer”); see also SANDABS
Bylaws, supra, art. XI, § 1.
88
See note 53, ante, and accompanying text. (Gov. Code, § 53060.5.)
89
Appx. A (“RESPONSIBILITIES OF COMMITTEE”).
90
County Superintendent Letter, p. 8.

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district. 91 Indeed, subdivision (c)(1)(A) expressly refers to authority that may be lawfully
delegated, which may necessitate a less than complete delegation—i.e., less than final
authority or less than complete control. 92

Moreover, we are persuaded that giving the word “delegate” a narrow meaning
would be inconsistent with the Legislature’s intent. We note that the Legislature’s 1993
amendment of section 54952(b) ensured that the term “legislative body” would
encompass even an advisory committee, if that committee has a continuing subject matter
jurisdiction. 93 We think it unlikely that the Legislature intended subdivision (c)(1)(A)’s
coverage to be limited only to entities to which final authority had been delegated, but
nevertheless extended to advisory bodies having a continuing subject matter jurisdiction.
Especially in construing the Brown Act, we “follow the construction that ‘comports most
closely with the apparent intent of the Legislature, with a view to promoting rather than
defeating the general purpose of the statute, and avoid an interpretation that would lead to
absurd consequences.’” 94

On its face, subdivision (c)(1)(A) describes an entity that “is created by the elected
legislative body in order to exercise authority that may lawfully be delegated by the
elected governing body.” 95 No adjective or phrase—such as “full” or “complete”—
qualifies “authority.” Our task is not to insert such qualifying language or to rewrite the
statute to conform to an assumed intention that does not appear from its language. 96

The very impact of the SANDABS enterprise in the Legislature and Congress
depends on member school districts delegating at least some portion of their decision-
making power relating to, and their voices on, legislative matters, to a centralized entity
administered by the County Superintendent of Schools. SANDABS has been (and
continues to be) created by the school boards of San Bernardino County to engage in

91
And see note 55, ante (listing individual school-district registered lobbyist employers).
92
Cf., Lehane v. City etc. of San Francisco (1972) 30 Cal.App.3d 1051, 1054-1055
(complete delegation of legislative authority may be unconstitutional).
93
Stats. 1993, ch. 1138. § 3; Gov. Code, § 54952, subd. (b).
94
Chaffee v. San Francisco Library Com. (2004) 115 Cal.App.4th 461, 468; and see Rao
v. Campo (1991) 233 Cal.App.3d 1557, 1567 (“It is a well-settled principle of statutory
interpretation that the various parts of a statute must be considered as a whole to avoid
absurd or anomalous results by harmonizing any apparently conflicting provisions; and
thus, a particular part of a statutory enactment must be viewed in light of the enactment in
its entirety”).
95
Gov. Code, § 54952, subd. (c)(1)(A).
96
62 Ops.Cal.Atty.Gen. 394, 396 (1979).

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legislative advocacy on behalf of the member districts. We are persuaded that
SANDABS is an entity within the meaning of subdivision (c)(1)(A) that is created by its
member school districts “to exercise authority that may lawfully be delegated” by them to
SANDABS.

4. The SANDABS Executive Committee Is the Multimember Body that Governs
SANDABS

Finally, the County Superintendent acknowledges that the Executive Committee is
the “governing body” that “manages” SANDABS. 97 Moreover, the Bylaws description
of the Executive Committee’s responsibilities confirms the County Superintendent’s
acknowledgment. We therefore conclude that the SANDABS Executive Committee is
the “multimember body that governs” SANDABS within the meaning of Government
Code section 54952, subdivision (c)(1)(A), and is therefore a “legislative body” within
the meaning of that section and subject to the Brown Act’s open-meeting requirements.

97
Superintendent Letter, p. 2.
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Opinion No. 22-402

APPENDIX A

21
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 /30E.' q/r t/r8

San Bernardino

~ S~n~~!X
Schools
of

SAN BERNARDINO COUNTY DISTRICT ADVOCATES FOR BETTER SCHOOLS
(SAND ABS)
MEMBERSHIP AGREEMENT
AGREEMENT NO. 18/19-0365

THIS AGREEMENT, made and entered into between the SANDABS Executive Committee, hereinafter known as
"COMMITTEE", and the San Bernardino County Superintendent of Schools, hereinafter known as
"SUPERINTENDENT" and the Upland Unified School District hereinafter known as "MEMBER", mutually agree to the
follo wing terms and procedures for the conduct of San Bernardino County District Advocates for Better Schools, hereinafter
known as "SANDABS".

1. RESPONSJBILITIES OF SUPERINTENDENT
a. The SUPERINTENDENT shall designate staff in the Intergovernmental Relations department to support and facilitate
the activities of SAND ABS. These duties shall include, but not be limited to, preparation and distribution of meeting
notices and appropriate backup materials, agendas, minutes and correspondence.

b. The SUPERINTENDENT shall provide meeting facilities in the Roy C Hill Education Center for the COMMITTEE,
standing committees and ad hoc committees as appropriate.

c. The SUPERINTENDENT is eligible for membership and shall pay an annual membership fee as determined by
COMMITTEE.

2. RESPONSIBILITIES OF COMMITTEE
a. The COMMITTEE shall represent all members of SAND ABS pursuant to the Bylaws.

b. The COMMITTEE shall provide copies of all correspondence, minutes, position statements and other pertinent
materials to all members of SANDABS. Verbal reports shall be provided at all district superintendent and San
Bernardino County School Boards' Association Executive Committee and general meetings.

c. The COMMITTEE shall respond to requests of members relative to legislation affecting public education. This
response may include, but is not limited to, a review by COMMITTEE for the purpose of adopting a position on
specific legislation.

3. RESPONSIBILITIES OF MEMBER
a. MEMBER shall pay an annual membership fee on a fiscal year basis according to a schedule adopted by
COMMITTEE.

b. MEMBER shall support, to the extent possible, the activities of COMMITTEE in the form of correspondence and
contact with legislators representing San Bernardino County.

4. MEMBERSHIP FEE SCHEDULE
The membership fee schedule for 2018-19, based on prior year P-2 revenue limit ADA, shall be as follows :
ROP's, SELPA's and County Superintendent $200
Less than 1,000 ADA $125
1,00 I to 2,500 ADA $300
2,501 to 5,000 ADA $500
5,001 to 10,000 ADA $1 ,000
Over I 0,000 ADA $2,000

Exhibits to Request for Attorney General Opinion re: SANDABS
Page 48
 Payment of membership fees shall be made by a transfer from the MEMBER'S general fund to the SANDABS account
established by the SUPERINTENDENT on or before October 1, 2018 or by warrant payable to the
SUPERINTENDENT.

The MEMBER hereby certifies that prior year P-2 revenue limit ADA was 10,389and accordingly, will pay a membership
of$2000.00 for 2018-19.

5. TERM OF AGREEMENT
The term of the Agreement shall be from July 1, 2018 to June 30, 2019.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed.

SAN BERNARDINO COUNTY UPLAND UNIFIED
SUPERINTENDENT OF SCHOOLS OOL DISTRICT

Terrie S. Johnson, Pur
Purchasing/Contracts

Date: --~_l?>_o_ l_ ~- - - - -

Exhibits to Request for Attorney General Opinion re: SANDABS
Page 49