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Resolution Number CRA 82-10-21-1RESOLUTION NO. CRA 82-10-21-1 1 ADOPTING AGENCY BYLAWS A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ADOPTING BYLAWS WHEREAS, the San Juan Capistrano Community Redevelopment Agency has been activated pursuant to City Council Ordinance No. 470; and, WHEREAS, all rights, powers, and duties are vested in the Board of Directors, including the power to make and adopt Agency ByLaws for the conduct of its business. NOW, THEREFORE, BE IT RESOLVED that the "San Juan Capistrano Community Redevelopment Agency ByLaws," attached hereto as Exhibit "I" are adopted. PASSED, APPROVED AND ADOPTED this 21st day of October , 1982 , by the following vote, to t: AYES: Directors Friess, Hausdorfer, Schwartze, and Chairman Bland NOES: None ABSENT: Director Buchheim ANTHONY L. BLAND, CHAIRMAN ATTEST: STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, MARY ANN HANOVER, Secretary of the San Juan Capistrano Community Redevelopment Agency, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. CRA 82-10-21-82 , adopted by the Board of Directors of the San Juan Capistrano Community Redevelopment Agency at a regular meeting thereof held on the 21st day of October , 1982 (SEAL) DIARY N OVER, SECRETARY -1- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. AFFIDAVIT OF POSTING CITY OF SAN JUAN CAPISTRANO ) MARY ANN HANOVER, being first duly sworn, deposes and says: That she is the duly appointed and qualified Secretary of the San Juan Capistrano Community Redevelopment Agency; That in compliance with State laws of the State of California and in further compliance with Resolution No. CRA 82-10-21- 3 and on the 25th day of October , 1982 , she caused to be posted: RESOLUTION NO. CRA 82-10-21-82 being: ADOPTING AGENCY BYLAWS A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ADOPTING BYLAWS in three (3) public places in the City of San Juan Capistrano, to wit: The Administration Building; The San Juan Hot Spring Dance Hall; The Orange County Public Library. CHECK LIST RES. NO. CRA fr2:L-2./- I Chairman has signed L secretary has signed Agency Seal stamped All blanks typed in - "Absent" "Noes" - Typed in Official Record Book _ Posted to Classified Ca ds Copies sent to oS y Legal Publication oi7d-ered to be '— published (date) No. Affidavits No. Printed copies required Remarks MARY ANN VEA, Secretary San Juan Capistrano Community Redevelopment Agency IWZ 3 Exhibit "i" SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY BYLAWS ARTICLE I: THE AGENCY Section 1: Name of the Agency. The name of the redevelopment agency of the City of San Juan Capistrano shall be "San Juan Capistrano Community Redevelopment Agency", pursuant to City Council Ordinance No. 470. Section 2: Seal of Agency. The Seal shall bear the name of the Agency and the year of its organization. Section 3: Office of the Agency. The principle business office of the Agency shall be in the Municipal Offices of the City of San Juan Capistrano, California, or such place in the City of San Juan Capistrano as the Agency may from time to time designate. Section 4: Agency Board of Directors. The City Council of the City of San Juan Capistrano has by Ordinance No. 470 declared itself to be the Agency. The members of the Agency's Board of Directors shall be the members of the City Council as that body is constituted and shall remain members of the Agency Board of Directors only so long as said members remain on the City Council. New members of the City Council shall automatically become members of the Agency Board of Directors. ARTICLE II: OFFICERS OF THE AGENCY Section 1: Officers. The officers of the Agency shall be a Chairman, Vice Chairman, Executive Director, Legal Counsel, and Secretary. f Section 2: Chairman and Vice Chairman. The Mayor Pro Tem of the City of San Juan Capistrano shall serve as Chairman of the Agency Board of Directors and shall assume office upon the Annual Meeting of the Agency. Vice Chairman shall be selected from among the members of the Agency Board of Directors and shall be elected each year at the Annual Meeting of the Agency. The term of office for the Vice Chairman shall commence with the election, taking office immediately thereafter. Should the office of the Chairman become vacant, the next succeeding Mayor Pro Tem of the City of San Juan Capistrano shall become the Chairman. Should the office of Vice Chairman become vacant the Agency members at their next regular meeting shall elect a successor for the unexpired term of Vice Chairman. The duties of the Chairman shall be to preside at Agency meetings, and as it may be otherwise authorized by the Agency Board of Directors, the Chairman shall sign all contracts, deeds and other instruments made by the Agency. The Chairman shall perform such other duties as are appropriate. The Vice Chairman shall perform the duties of the Chairman in the absence or incapacity of the Chairman; and in the case of resignation or death of the Chairman, the Vice Chairman shall perform the duties of the Chairman until such time as a new Chairman is selected. Section 3: Executive Director. The Executive Director of the Agency shall be the City Manager of the City of San Juan Capistrano and as Executive Director he shall exercise general supervisioning control over the administration of the Agency's business affairs and personnel, subject to the direction of the Agency Board of Directors. He may appoint a Deputy Director who shall have the authority and responsibility of the Executive Director during his absence or incapacity, and to whom he may delegate such administrative activities of the Agency as he may determine to be appropriate. The Executive Director shall also have the care and custody of all funds of the Agency and shall supervise the fiscal affairs of the Agency. He shall cause adequate, correct, and regular accounts of the properties, monies, and trans- actions of the Agency to be kept and maintained. He shall sign all orders and checks for payment of money and shall pay out and disburse such monies under the direction of the Agency. He shall keep regular books of accounts of the Agency. He shall keep regular books of the accounts showing receipts and expenditures and shall render periodically to the Agency, but not less than once annually, an account of his transactions R and of the financial condition of the Agency. He shall give such bond for the faithful performance of his duties as the Agency may determine. He may appoint a Finance Officer to whom he may delegate such fiscal activities of the Agency as he may determine to be appropriate. Except for the Chairman and Vice Chairman all other officers of the Agency shall be under the administrative control and direction of the Executive Director. Section 4: Legal Counsel. Legal Counsel shall be selected by the Agency Board of Directors. He shall advise the Agency and the officers of the Agency on all legal matters referred to him and shall perform such legal and other duties as may from time to time be assigned to him by the Agency Board of Directors or the Executive Director. Section 5: Secretary. The City Clerk of the City of San Juan Capistrano shall be Secretary of the Agency. The Secretary shall keep and main- tain the records of the Agency, and act as Secretary at the meetings of the Agency and record all votes, and shall keep a record of the proceedings of the Agency and a journal of proceedings to be kept for such purpose, and shall perform all duties incident to this office. The Secretary shall keep in safe custody the Seal of the Agency and shall have the power to affix such Seal to all contracts and instruments authorized to be executed by the Agency. In the absence of the Secretary, the Chairman may designate an Acting Secretary to temporarily fill the position of Secretary. Section 6: Additional Duties. The officers of the Agency shall perform such other duties and functions as may from time to time be required by the Agency or by the bylaws or rules and regulations of the Agency. Section 7: Expenses. Each member, officer, and employee shall be entitled to receive funds for travel and other actual necessary expenses incurred while on Agency business. Section 8: Compensation. The Agency Board of Directors may by Resolution or other action of the Board fix and determine the compensation of all members of the Agency Board of Directors, officers, employees, agents, and consultants. ARTICLE III: EMPLOYEES, AGENTS, AND CONSULTANTS Section 1: Personnel. The Agency may from time to time employ such personnel or contract with the general City government of the City of San Juan Capistrano as it deems necessary to exercise its powers, duties, and functions as prescribed by the Community Redevelopment Law of the State of California and all other laws of the State of California applicable thereto. The City Manager, pursuant to the contractual authority of the Agency and the City shall be the Executive Director of the Agency. The Executive Director is charged with the administration, management, and general supervision of the business and fiscal affairs of the Agency. Services to be rendered to the Agency are to be supplied by City employees pursuant to the contractual authority of the Agency and the City. Nothing though shall prohibit the Agency from employing personnel otherwise not employed by the City of San Juan Capistrano. The Executive Director is authorized to appoint employees in positions established by the Agency Board of Directors. Section 2: Consulting Services. The Agency may from time to time select, appoint, determine the qualifications, duties, and compensation of such agents and consultants, permanent and temporary, as it may from time to time require. IV: Section 1: TY TO BIND Authority of Agency. AND MAKE No member of the Board of Directors, officer, agent, or employee of the Agency without prior authority of the Agency Board of Directors unless otherwise provided by law, ordinance, or resolution shall have the power or authority to bind the Agency by any contract, pledge its credits, or render it liable for any purpose in any amount. Section 2: Execution of Documents. All contracts, deeds, other documents and instruments including checks or other instruments of payment shall be jointly executed by the Chairman of the Agency Board of Directors and the Agency Executive Director. Nothing herein contained shall prohibit or be construed to prohibit the Agency from authorizing other officers or employees of the Agency to so execute such instruments and documents. ARTICLE V: MEETINGS Section 1: Annual Meeting. The Annual Meeting of the Agency shall be on the first Tuesday of April at 7:00 P.M. in Chambers of the City Council at the Municipal Offices of the City of San Juan Capistrano, California. In the event such first Tuesday shall be a legal holiday as provided by the City Council of the City of San Juan Capistrano, said Annual Meeting shall be held in the next succeeding business day. Section 2: Regular Meetings. Regular meetings shall be held without official notice at 7:00 P.M. on the first and third Tuesdays of each month in the City Council Chambers of the municipal office facilities of the City of San Juan Capistrano. In the event a day for regular meetings shall be a legal holiday as provided by the City Council of the City of San Juan Capistrano, said meeting shall be held on the next succeeding business day. If by reason of fire, flood, or other emergency it shall be unsafe to meet at location designated by resolution, the meeting may be held for the duration of the emergency at such place as designated by the Chairman or three members of the Agency Board of Directors. Section 3: Special Meetings. A special meeting may be called at any time by the Chairman or upon written request by three members of the Agency Board of Directors by delivering personally or by mail written notice to each member and each person or entity entitled by law to receive such notices. Such notice must be delivered personally or by mail at least 24 hours before the time of such meeting is specified in the notice. The call or notice shall specify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meetings by the Agency Board of Directors. Such written notice may be dispensed with as to any member who, at or prior to the time that the meeting convenes, files with the Secretary of the Agency a written waiver of notice. Such waiver may be given by telegram. Such notice may also be dispensed with as to any member who is actually present at the time the meeting convenes. Section 4: Closed Sessions.— Nothing essions.— Nothing contained in these Bylaws shall be construed to prevent the Agency Board of Directors from holding a closed session during a regular or special meeting concerning any matter permitted by law to be considered in a closed session. Section 5: Public Hearings. All public hearings held by the Agency shall be held during regular, adjourned regular, special meetings or the Annual Meeting of the Agency. Section 6: Adjourned Meetings. Any regular or adjourned regular meeting may be adjourned to a time, place, and date, not beyond the next regular meeting. If no time is stated in the motion for adjournment, it shall be the same time as for regular meetings. An adjourned regular meeting is a regular meeting for all purposes. Section 7: Meetings Open to Public. All meetings of the Agency shall be opened to the public. All persons shall be permitted to attend any such meetings except as otherwise may be permitted by law. Section 8: Quorum. A majority of the member of the Board of Directors of the Agency shall constitute a quorum for the purposes of conducting its business, exercising its powers, and for all other purposes. A smaller number of Agency Board members or the Secretary may adjourn a meeting from time to time until a quorum is present. Action may be taken by the Directors of the Agency upon a vote of the majority of a quorum unless a vote for the larger number of Directors is required by law. Section 9: Agenda - Order of Business. An agenda for each regular meeting shall be prepared by the Executive Director and shall contain the specific items of business to be transacted and the order thereof. Submission by the public of agenda items must be received by the Executive Director by 5:00 P.M. Thursday, nine (9) working days prior to the next regular Agency meeting. Additional items may be considered and acted on at other than special meetings. At the regular meeting of the Agency the order of business shall be as determined from time to time by resolution of the Agency. All resolutions shall be in writing and reference to which shall be inscribed in approved copy filed in the official book of the Agency. Section 10: Manner of Voting. designated by number, the minutes and an of resolutions Voting on resolutions, matters to any Federal, State, County, or City agency, and on such other matters as may be requested by a majority of the Agency Directors. It shall be by roll call,and the ayes and noes and members present not voting as well as members absent shall be entered upon the minutes of the meeting. Section 11: Rules of Order. All matters concerning debate, decorum,and motions shall follow where not otherwise provided for herein the procedures established by the City Council of the City of San Juan Capistrano for the conduct of their Council proceedings. ARTICLE VI: ANTI -DISCRIMINATION POLICY Section 1: Discrimination Prohibited. It is the policy of the Community Redevelopment Agency of the City of San Juan Capistrano, consistent with the community redevelopment laws of the State of California, that there shall be no discrimination because of race, color, religion, sex, marital status, national origin, or ancestry in undertaking any community redevelopment project. ARTICLE VII: AMENDMENT OF THE BYLAWS Section 1: Amendments. The Bylaws shall be amended only with the approval of at least a majority of the members of the Board of Directors of the Agency at a regular or special meeting, but no such amendment shall be adopted unless at least seven days written notice thereof has been previously given to all Directors of the Agency. Such notice shall identify the section or sections of the Bylaws proposed to be amended.