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HomeMy WebLinkAboutBY LAWS OF THE URBAN REDEVELOPMENT AGENCY OF AUGUSTA BYLAWS OF THE URBAN REDEVELOPMENT AGENCY OF AUGUSTA ARTICLE I - NAME The name of the Agency shall be the Urban Redevelopment Agency of Augusta ( "Agency "). ARTICLE II - PURPOSE AND ORGANIZATION SECTION 1. Purpose. On April 1, 2010, the Board of Commissioners of Augusta, Georgia (the "Board of Commissioners of Augusta ") adopted an activating resolution (the "Activating Resolution ") which, among other things, activated the Agency and authorized the Agency to exercise Augusta's "urban redevelopment powers" as defined under and provided in Georgia's Urban Redevelopment Law, O.C.G.A. Section 36 -61 -1, et seq. (the "Urban Redevelopment Law "). The powers and purposes set forth in the Urban Redevelopment Law are expressly incorporated herein by this reference, subject to any current or future limitations or restrictions contained in the Urban Redevelopment Law, the Activating Resolution, or any amendments, modifications or changes to the foregoing. The Agency shall also have such additional purposes and powers as provided pursuant to subsequent amendments to the Urban Redevelopment Law or any other law applicable thereto, subject only to any limitations which may be imposed by resolution of the Board of Commissioners of Augusta. SECTION 2. Membership. The Board of Commissioners of the Agency (the "Board ") shall consist of 5 voting members who shall be residents of Augusta, Georgia (referred to herein as "members "), as provided in the Activating Resolution. The members appointed to the Board and the number of members serving on the Board shall be determined by resolution of the Board of Commissioners of Augusta, or as otherwise provided under then applicable provisions of local or State of Georgia law. In accordance with the Activating Resolution, the Board shall initially consist of the following voting members: (1) Barry White, whose initial term shall expire on April 1, 2013; (2) Betty Beard, whose initial term shall expire on April 1, 2013; (3) James Kendrick, whose initial term shall expire on April 1, 2012; (4) George Patty, whose initial term shall expire on April 1, 2012; and (5) Eric Montgomery, whose initial term shall expire on April 1, 2011. SECTION 3. Principal Office. The principal office of the Agency shall be in Augusta, Georgia. The initial principal office of the Agency is located at c/o of the Administrator, 530 Greene Street, Augusta, Georgia 30901 -4480. The Agency may authorize and direct the establishment of such other offices and may change the location ATL 17, 491, 746 1 of the principal office, pursuant to resolution of the Board. ARTICLE III - BOARD SECTION 1. Terms of Members. Persons appointed as members of the initial Board shall serve for the terms of office as provided in the Activating Resolution and Article II, Section 2 above, to give effect to the staggering of Board terms. As such, the initial terms of the appointed members shall be from April 1, 2010 until April 1 of the year indicated in Article II, Section 2. After the initial terms of office, appointed members of the Agency shall serve for terms of office of three (3) years each, commencing on April 2 of the respective year. Members of the Board shall serve for their respective terms of office as specified herein and in the Activating Resolution (as may be amended from time to time) and until their respective successors are appointed and qualified. SECTION 2. Appointments. Any member of the Agency may be appointed to succeed himself or herself. After his or her appointment, the members of such Agency shall enter upon their duties. SECTION 3. Vacancies. (a) Vacancies Due to Cause. A vacancy on the Agency's Board shall exist in the office of any member of the Agency who is convicted of a felony or who enters a plea of nolo contendere thereto; who is convicted of a crime involving moral turpitude or who enters a plea of nolo contendere thereto; who is convicted of any act of misfeasance, malfeasance, or nonfeasance of such person's duties as a member of the Agency; or who fails to attend three (3) consecutive regular meetings of the Agency without an excuse approved by a resolution of the Agency. Notwithstanding the foregoing, (a) a member who is subject to removal based on the foregoing or as otherwise provided under the Act shall be entitled to a hearing, (b) shall be provided with a copy of the charges at least ten (10) days prior to any such hearing, and (c) shall have an opportunity to be heard in person or by counsel prior to any such removal. In the event a vacancy occurs on the Board, such vacancy shall be filled by resolution of the Board of Commissioners of Augusta. (b) Vacancies Not Due to Cause. A vacancy on the Agency's Board arising out of the death, resignation or relocation of a member outside of Augusta, Georgia shall be filled by resolution of the Board of Commissioners of Augusta. (c) Quorum. No vacancy shall impair the right of a quorum of the Board to exercise all of the rights and perform all of the duties given them. SECTION 4. Subcommittees. Standing or special subcommittees of the Board may be created as deemed appropriate by the Chairperson or a majority of the members of the Board. The Agency may appoint as members of the subcommittees such individuals from the community as the Agency deems appropriate and such members do not have to be ATL 17,491,746 2 members of the Agency. The subcommittees shall serve in an advisory capacity to the Agency. The Chairperson of the Agency shall choose from among the members of each subcommittee a person to serve as chairperson of that subcommittee. The chairpersons of the subcommittees shall serve two -year terms and shall be eligible for reappointment. Each subcommittee shall make such reports to the Agency of its activities as the Chairperson or Board members may request. SECTION 5. Meetings. The Agency shall at least annually hold a regular meeting of the Board at such time, place and date as may be determined by the members of the Agency. Special meetings of the Agency may be called by the Chairperson or twenty -five (25) percent of the members of the Agency. Such special meetings shall be at a time and place designated by the Chairperson or the members of the Board calling for same; provided, however that if no place is fixed, such meeting shall be held at the principal office of the Agency. SECTION 6. Notice of Meetings. Notice of regular meetings, including the time and place therefor, shall be provided to the members at least two business days prior to such meeting. Notice of special meetings, including the time and place therefore, shall be provided to the members at least twenty -four (24) hours prior to such meeting. The Chairperson or Vice Chairperson shall cause such notices to be given in person, by telephone, by mail or by email. Public notice of all Agency meetings shall be made in accordance with the appropriate provisions of the Georgia Open Meetings Act. SECTION 7. Attendance. Members of the Board are required to attend all meetings of the Board. Failure to attend three (3) consecutive meetings shall be deemed "neglect of duty" under the Act. A member shall be subject to removal from the Board and his or her seat vacant if he or she fails to attend three (3) consecutive regular meetings of the Agency without an excuse approved by a resolution of the Agency, but only after a hearing as required under the Act. SECTION 8. Quorum. A majority of the members of the Agency shall constitute a quorum. No vacancy on the Board of the Agency shall impair the right of the quorum to exercise all of the rights and perform all of the duties of the Agency. SECTION 9. Official Action. A vote by a majority of members at any meeting where a quorum is present shall constitute official action by the Agency. SECTION 10. Reimbursement; No Compensation. The members of the Agency shall be reimbursed, upon submission of sworn vouchers, for all actual expenses incurred in the performance of their duties out of funds of the Agency; but members shall receive no further compensation. SECTION 11. Reserved. SECTION 12. Annual Activities. The Board will perform the following functions ATL 17,491,746 3 annually: a. Adopt a Fiscal Year budget; b. Cause an annual report of the Agency's activities in the prior Fiscal Year to be provided to the Board of Commissioners of Augusta on or before March 31 of each year as required under the Act (particularly, Code Section 36- 61 -18(e) thereof) and provide the requisite public notice of the filing and availability for inspection of same; and c. Approve an independent, certified public audit of the Agency's financial records which must be completed no later than June 30 after the close of the preceding fiscal year on its accounts, records, and other matters relating to its financial operations. SECTION 13. Fiscal Year. Initially, the Fiscal Year of the Agency shall commence on January 1st of each calendar year and shall end on December 31st of the succeeding calendar year; provided, however, that upon a majority vote of the Board, the Fiscal Year of the Agency may be changed to be consistent with the fiscal year of Augusta (as and to the extent it has changed) or the State of Georgia. SECTION 14. Seal. The Board shall be permitted to provide an Agency seal which, if approved, shall be in the form of a circle and shall have inscribed thereon the name of the Agency and other appropriate wording. ARTICLE IV - OFFICERS SECTION 1. Classes. The Officers of the Agency shall be a Chairperson (referred to in the Act as the "chairman"), a Vice Chairperson (referred to in the Act as the "vice- chairman "), a Secretary and a Treasurer. Their duties shall be as prescribed by law, the members of the Agency and by these bylaws. The members of the Agency may appoint an Executive Director (the "Executive Director "). The Executive Director will serve at the pleasure of the members. SECTION 2. Terms and Election of Officers. The Board of Commissioners of Augusta shall select one the members of the Agency to serve as the Chairperson and another to serve as the Vice Chairperson, as provided in the Act and any resolution or ordinance of Augusta. The members of the Agency shall elect one of their number as Secretary, and another as Treasurer. The Secretary may also serve as Treasurer. Each of such Officers shall serve for the shorter of a period of two years or until the expiration of their term as a member. Notwithstanding the expiration of their term, Officers shall continue to serve until their successors are duly elected and qualified. SECTION 3. Board Officer Vacancies. Other than a vacancy in the office of Chairperson or Vice Chairperson, which shall be filled by selection of the Board of Commissioners of Augusta, a majority vote of the members of the Agency is necessary to ATL 17,491,746 4 fill a vacant Officer position. SECTION 4. Duties of Chairperson. The Chairperson shall be responsible for directing all Board affairs and shall preside at all meetings of the Board. He or she may sign any documents which are required by law to be signed or executed. In general, he or she shall perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board from time to time. He or she shall preside at all meetings of the Board. He or she may sign, with the Secretary, the Treasurer, or other proper officer of the Agency thereunto authorized by the Board any documents which the Board has authorized to be executed, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board from time to time. The Chairperson of the Agency shall be entitled to vote upon any issue, motion, or resolution. SECTION 5. Duties of Vice Chairperson. In the absence of the Chairperson or in the event of his or her inability or refusal to act, as determined by a majority of the members present at a meeting at which a quorum is present, the Vice Chairperson shall perform the duties of the Chairperson and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. The Vice Chairperson shall perform such other duties as from time to time may be assigned to him or her by the Chairperson or by the members of the Agency. The execution of any instrument of the Agency by the Vice Chairperson shall be conclusive evidence, as to third parties, of his or her Agency to act in the stead of the Chairperson. SECTION 6. Duties of Secretary. He or she shall affix the Agency seal to any lawfully executed documents requiring it and shall attest to the signature of the Chairperson, the Vice Chairperson or any other Officer of the Agency who is authorized to execute documents of the Agency. In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as may be prescribed by the members of the Agency from time to time. The Secretary may also serve as Treasurer. SECTION 7. Duties of Treasurer. He or she shall supervise the custodian(s) of all of the funds of the Agency and shall supervise the collection of monies due to the Agency, the expenditures of the Agency's funds and the preparation and maintenance of appropriate books of account. In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be prescribed by the members of the Agency from time to time. ARTICLE V - EVIDENCES OF INDEBTEDNESS SECTION 1. Evidences of Indebtedness. Evidences of indebtedness (including, without limitation, bonds) of the Agency shall be in a form determined by the Board, in accordance with the Act and other provisions of applicable law. Any coupons attached to bonds shall bear the facsimile signatures of the Chairperson, or the Vice Chairperson in the absence of the Chairperson, and the Secretary of the Agency. Evidences of indebtedness (other than bonds) shall be signed in the name of the ATL 17,491,746 5 Agency, by the Chairperson, the Vice Chairperson (whether or not the Chairperson is available to execute same) or the Executive Director and the official seal of the Agency shall be affixed thereto and attested to by the Secretary of the Agency or by any other officer authorized by resolution of the Board. All evidences of indebtedness shall be consecutively numbered or otherwise identified. All evidences of indebtedness surrendered to the Agency for transfer shall be canceled, and no new evidences of indebtedness representing same shall be issued until the surrendered evidences of indebtedness shall have been canceled, except as provided by resolution of the Board. SECTION 2. Signatures by Former Officers. In case any officer whose signature shall appear on any bond or other evidences of indebtedness or whose facsimile signature shall appear on any coupon shall cease to be such officer before the delivery of such bonds or other evidences of indebtedness, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. ARTICLE VI - WAIVER OF NOTICE Waiver of Notice. To the extent legally permissible, whenever any notice whatever is required to be given under the provisions of these bylaws, or under the provisions of the Act or any other laws of the State of Georgia, waiver thereof in writing, signed by the person, or persons, entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. This does not modify the provisions for notice. ARTICLE VII - RESOLUTIONS SECTION 1. Severability. Unless otherwise expressly provided, if any one of more of the provisions of any resolution of the Agency should be determined by a court of competent jurisdiction to be contrary to law, then such provision or provisions shall be deemed and construed to be severable from the remaining provisions therein contained and shall in no way affect the validity of the other provisions of such resolution. SECTION 2. Headings. Any headings preceding the texts of the several articles and sections of any resolution of the Agency and any table of contents or marginal notes appended thereto, shall be solely for convenience of reference and shall not constitute a part of such resolution, nor shall they affect its meaning, construction or effect. SECTION 3. Effective Date. Unless otherwise expressly provided, each resolution of the Agency shall take effect immediately upon its adoption in the manner provided by law. SECTION 4. Priority. Unless otherwise expressly provided, each resolution of ATL 17,491,746 6 • the Agency shall be deemed to rescind and repeal all prior resolutions, rules or other actions, or parts thereof, of the Agency in conflict with such subsequent resolution insofar (and only insofar) as such conflict exists. This provision shall not apply to conflicts between resolutions and bylaws of the Agency; provided that nothing herein contained shall be construed as impairing previous authorized obligations of the Agency. SECTION 5. No Recourse Under Resolutions. All covenants, stipulations, promises, agreements and obligations of the Agency contained in any resolution of the Agency shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Agency and not of any member, officer or employee of the Agency in his or her individual capacity, and no recourse shall be had for any claim based on any resolution of the Agency against any member, officer or employee of the Agency. SECTION 6. Agency Complete. The members and officers of the Board, attorneys, agents and employees of the Agency shall be automatically authorized to do all acts and things required of them by any resolution of the Agency for the full, punctual and complete performance of all of the provisions of such resolution. ARTICLE VIII - CONTRACTS, CHECKS, DEPOSITS AND FUNDS SECTION 1. Additional Contract Authorizations. Subject to the provisions of the Act and these bylaws, the members of the Agency may authorize any officer, officers, agent or agents of the Agency, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Agency, and such Agency may be general or defined in specific instances. SECTION 2. Checks, Drafts or Orders. Subject to the express requirements in the Act, all checks, drafts or orders for the payment of money, issued in the name of the Agency shall be signed by such officer, officers, agent or agents of the Agency and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer. ARTICLE IX - ADOPTION OF CONFLICT OF INTEREST AND ETHICS POLICY No member or employee of the Agency shall have, directly or indirectly, any financial interest, profit, or benefit in any contract, work, or business of the Agency nor in the sale, lease, or purchase of any property to or from the Agency. Should one or more members or employees have acquired, prior to their affiliation with the Agency, property located in an area in which the Agency is undertaking to implement a redevelopment plan, and the Agency wishes to purchase or otherwise acquire such property from the employee or member, then in such event, the sale or transfer of such property, upon full disclosure of the employee or member's interest in property, shall not be deemed a violation of this Article. In addition to the foregoing, the members of the Agency may by resolution adopt ATL 17,491,746 7 a conflict of interest and ethics policy that incorporates a Code of Ethics appropriately similar to those maintained by the State of Georgia and /or Augusta. For purposes of clarification, the members and employees of the Agency shall be required to comply with applicable provision of the Act and the laws of the State of Georgia as such relate to conflicts of interest and ethics. ARTICLE X - GOVERNANCE CHANGES SECTION 1. Rules, Regulations and Policies. The Board shall have the power and the authority to make such rules, regulations and policies consistent with the Act and any other applicable statutes of the State of Georgia as said Board may deem expedient concerning the issue, transfer and registration of evidences of indebtedness of the Agency and further to make such rules, regulations and policies consistent with the purposes of the Agency as provided for in the Act. SECTION 2. Establishment of Bylaws. These bylaws are established pursuant to further the efficiency and operation of the Agency and shall become effective upon a majority vote of the members of the Agency; provided, however, that as and to the extent of any inconsistency between the provisions of these bylaws and the Act, the provisions of the Act shall control. SECTION 3. Amendment of Bylaws. These bylaws may be amended or repealed upon the affirmative vote of the majority of the Board's membership, provided such amendment or repeal is not inconsistent with the Act or any other law applicable to the Agency (including the Activating Resolution or any other resolution or ordinance of Augusta governing the Agency), such amendment or repeal is proposed at a prior meeting of the Board, and further provided that notice of the meeting at which the vote is to be taken shall set forth the proposal to be acted upon. ATL 17,491,746 8