Resolution Number SACRA 12-08-07-01RESOLUTION NO. SACRA 12-08-07-01
LA RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY ADOPTING BYLAWS.
WHEREAS, the Successor Agency to the San Juan Capistrano Community
Redevelopment Agency has been activated pursuant to San Juan Capistrano City Council
Resolution 12-01-10-01; and,
WHEREAS, all rights, powers, and duties of the Agency are vested in the Board of
Directors, including the power to make and adopt Agency Bylaws for the conduct of its
business; and,
WHEREAS, the Successor Agency Board of Directors wishes to adopt its Bylaws.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Successor
Agency to the San Juan Capistrano Community Redevelopment Agency does hereby
adopt its Bylaws attached hereto as Exhibit A.
PASS D, APPROVED, AND ADOPTED this 7 h y of August, 20
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^^ I RRY RAMER, CHAIR
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF SAN JUAN CAPISTRANO )
I, MARIA MORRIS, appointed Agency Secretary of the Board of Directors of the Successor
Agency to the San Juan Capistrano Community Redevelopment Agency, do hereby certify
that the foregoing Resolution No. SACRA 12-08-07-01 was duly adopted by the City
Council of the City of San Juan Capistrano at a Regular meeting thereof, held the 7th day of
August 2012, by the following vote:
AYES`. C UNCIL MEMBERS: Reeve, Allevato, Taylor, and Vice -Chair Freese
NOES: UNCIL MEMBER: None
ABSE I OUNCIL MEMBER: Chair Kramer
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SUCCESSOR AGENCY TO THE SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY
BYLAWS
ARTICLE I: THE SUCCESSOR AGENCY
Section 1: Name.
The name of the Agency shall be "Successor Agency of the San Juan Capistrano Community
Redevelopment Agency", pursuant to City Council Resolution No. 12-01-10-01.
Section 2: Seal.
The Seal shall bear the name of the Agency and the year of its organization.
Section 3: Offices.
The principal 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 Board of
Directors may from time to time designate.
Section 4: Board of Directors.
The City Council of the City of San Juan Capistrano has by Resolution No. 12-01-10-01 declared
itself to be the Successor Agency. The members of the Successor Agency's Board of Directors
shall be the members of the City Council as that body is constituted and shall remain members of
the Successor Agency Board of Directors only so long as said members remain on the City
Council, and shall serve without additional compensation or reimbursement. New members of
the City Council shall automatically become members of the Successor Agency Board of
Directors.
ARTICLE II: OFFICERS
Section 1: Officers.
The officers of the Successor Agency shall be a Chairperson, Vice Chairperson, Executive
Director, Legal Counsel, Finance Officer, and Agency Secretary.
Section 2: Chairperson and Vice Chairperson.
The Chairperson and Vice Chairperson shall be selected from among the members of the Board
of Directors and shall be elected each year at the annual meeting. The terms of office for the
Chairperson and Vice Chairperson shall commence with the election by the Board of Directors,
taking office immediately thereafter. Should the office of the Chairperson or Vice Chairperson
become vacant the Board of Directors at their next regular meeting shall elect a successor(s) for
the unexpired term of the Chairperson or Vice Chairperson.
The duties of the Chairperson shall be to preside at Agency meetings, and as it may be otherwise
authorized by the Board of Directors, the Chairperson shall sign all contracts, deeds and other
instruments made by the Agency.
The Vice Chairperson shall perform the duties of the Chairperson in the absence or incapacity of
the Chairperson and in the case of resignation or death of the Chairperson, the Vice Chairperson
shall perform the duties of the Chairperson until such time as a new Chairperson is elected by the
Board of Directors.
All matters concerning the authority and duties of the Chairperson, Vice Chairperson, other
officers and employees shall follow where not otherwise provided for herein the policies
established by the City Council of the City of San Juan Capistrano and the San Juan Capistrano
Municipal Code with respect to the conduct of the Mayor, Mayor Pro Tem, members of the City
Council, City Officials and City Staff.
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 shall exercise general supervising control over the
administration of the Agency's business affairs and personnel, subject to the direction of the
Board of Directors. The Executive Director may appoint a Deputy Director who shall have the
authority and responsibility of the Executive Director during his/her absence or incapacity, and
to whom he/she may delegate such administrative activities of the Agency as he/she may
determine to be appropriate.
Section 4: Finance Officer.
The Finance Officer of the Agency shall be the Treasurer of the City of San Juan Capistrano who
shall have the care and custody of all funds of the Agency and shall supervise the fiscal affairs of
the Agency. He/she shall cause adequate, correct, and regular accounts of the properties,
monies, and transactions of the Agency to be kept and maintained. He/she 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/she shall keep regular books of accounts showing receipts and expenditures
and shall render periodically to the Agency, but not less than once annually, an account of his/her
transactions and of the financial conditions of the Agency. He/she shall give such bond for the
faithful performance of his/her duties as the Board of Directors may determine.
Section 5: Other Officers.
Except as otherwise provided for herein, all other officers of the Agency shall be under the
administrative control and direction of the Executive Director.
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Section 6: Legal Counsel.
Legal Counsel shall be selected by the Board of Directors. He/she shall advise the Agency and
the officers of the Agency on all legal matters referred to him/her and shall perform such legal
and other duties as may from time to time be assigned to him/her by the Board of Directors or
the Executive Director.
Section 7: Agency Secretary.
The City Clerk of the City of San Juan Capistrano shall be Secretary of the Agency. The
Agency Secretary shall keep and maintain the records of the Agency, and act as Agency
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 Agency 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 Board of Directors. In the absence of the Agency Secretary, the
Chairperson may designate an Acting Agency Secretary to temporarily fill the position of
Agency Secretary.
Section 8: 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 9. Expenses.
Each member, officer, and employee shall be entitled to receive funds for travel and other actual
necessary expenses while on Agency business.
ARTICLE III: EMPLOYEES, AGENTS, AND CONSULTANTS
Section 1: Personnel.
Including and in addition to the City Manager/Executive Director, 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 as amended from time to time
{particularly ABX1 26 [Stats. 2011-2012 1" Exec. Sess. Chapter 51 and AB 1484 [Stats. 2012
Chapter 26]) and other laws of the State of California applicable thereto.
Services to be rendered to the Successor 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 Board
of Directors.
Section 2: Consulting Services. 7
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.
ARTICLE IV• AUTHORITY TO BIND SUCCESSOR AGENCY, CONTRACT, AND MAKE
PAYMENTS.
Section 1: Authority of Successor Agency.
No member of the Board of Directors, officer, agent, or employee of the Agency without prior
authority of the 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 Chairperson of the Board of Directors and the
Executive Director.
Nothing herein contained shall prohibit or be construed to prohibit the Successor 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 Successor Agency shall be on the first Tuesday of December at such
time as the Board may set, 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 on the first and third Tuesdays of each month at such time as the
board may set, 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 7
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emergency at such place as designated by the Chairperson or three members of the Successor
lAgency Board of Directors.
Section 3: Special Meetings.
A special meeting may be called at any time by the Chairperson or upon written request by three
members of the 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 Board
of Directors.
Section 4: Closed Sessions.
Nothing contained in these Bylaws shall be construed to prevent the 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 Successor 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 members of the Board of Directors shall constitute a quorum for the purposes
of conducting its business, exercising its powers, and for all other purposes. Less than a quorum
of the Board Members or the Agency 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.
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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 other thereof in compliance with
the open meeting laws of the Ralph M. Brown Act (Government Code Sections 54950 et seq.).
At the regular meeting of the Successor Agency the order of business shall be as determined
from time to time by resolution of the Successor Agency.
All resolutions shall be in writing and designated by number, reference to which shall be
inscribed in the minutes and an approved copy filed in the official book of resolutions of the
Successor Agency.
Section 10: Manner of Voting.
Except for consent calendar items, which may be voted on in one motion, voting on resolutions,
matters relating to any Federal, State, County, or City agency, and on such other matters as may
be requested by a majority of the Directors 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 n
for herein the procedures established by the City Council of the City San Juan Capistrano for the
conduct of Council proceedings.
ARTICLE VI: AMENDMENT OF THE BYLAWS
Section 1: Amendments.
The Bylaws shall be amended only with the approval of a majority of the members of the Board
of Directors at a regular or special meeting.
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