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
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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
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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
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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
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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
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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
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•
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
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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.
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