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Resolution Number SJCHA 12-02-07-01�YIL�L'I_1:i�3il��tiil�P � • r r � A RESOLUTION OF THE COMMISSIONERS OF THE SAN JUAN CAPISTRANO HOUSING AUTHORITY ADOPTING BYLAWS. WHEREAS, the San Juan Capistrano Housing Authority has been activated pursuant to San Juan Capistrano City Council Resolution 12-01-17-02; and, WHEREAS, all rights, powers, and duties are vested in the Authority, including the power to make and adopt Bylaws for the conduct of its business; and, WHEREAS, the Housing Authority Commissioners wish to adopt its bylaws. NOW, THEREFORE, BE IT RESOLVED, that the Commissioners of the San Juan Capistrano Housing Authority does hereby adopt its Bylaws attached hereto as Exhibit A. I:1 APPROVED, AND ADOPTED this 7" day of February, 2012. 4j"-,ck DEREK REEVE, CHAIR SECRETARY STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, MARIA MORRIS, appointed Housing Authority Secretary of the San Juan Capistrano Housing Authority of the City of San Juan Capistrano, do hereby certify that the foregoing Resolution No. SJCHA 12-02-07-01 was duly adopted by the Commissioners of the San Juan Capistrano Housing Authority at a regular meeting thereof, held the 7t" day of February 2012, by the following, vote: None None Kramer, Taylor, Freese and Chair Reeve 2m2012 SAN JUAN CAPISTRANO HOUSING AUTHORITY BYLAWS ARTICLE I: THE HOUSING AUTHORITY Section 1: Name of the Housing Authority. The name of the housing authority of the City of San Juan Capistrano shall be "San Juan Capistrano Housing Authority", pursuant to City Council Resolution No. 12-01-17-02. Section 2: Seal of Housing Authority. The Seal shall bear the name of the Housing Authority and the year of its organization. Section 3: Office of the Housing Authority. The principal business office of the Housing Authority 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 Housing Authority may from time to time designate. Section 4: Housing Authority Board. The City Council of the City of San Juan Capistrano has by Resolution No. 12-01-17-02 declared itself to be the commissioners of the Housing Authority. The Housing Authority shall be comprised of seven (7) members. Members of the Housing Authority shall be the members of the City Council as that body is constituted and shall remain members of the Housing Authority only so long as said members remain on the City Council. New members of the City Council shall automatically become members of the Housing Authority. The City Council shall also appoint two tenants of the Housing Authority as members if the Housing Authority has tenants, or within one year after the Housing Authority first does have tenants. One tenant member shall be over 62 years of age if the Housing Authority has tenants over that age. ARTICLE II: OFFICERS OF THE HOUSING AUTHORITY Section 1: Officers. The officers of the Housing Authority shall be a Chairperson, Vice Chairperson, Executive Director, Legal Counsel, Finance Officer, and Housing Authority Secretary. EXHIBIT A r� 7� r Section 2: Chairperson and Vice Chairperson. The Chairperson and Vice Chairperson shall be selected from among the members of the Housing Authority board and shall be elected each year at the annual meeting. The terms of office for the Chairperson and Vice Chairperson shall commence with their first meeting and continue until the subsequent annual meeting until the next elected officers take office. Should the office of the Chairperson or Vice Chairperson become vacant the Housing Authority commissioners 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 Housing Authority meetings, and as it may be otherwise authorized by the Housing Authority commissioners, the Chairperson shall sign all contracts, deeds and other instruments made by the Housing Authority. 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 appointed. 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 Housing Authority 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 Housing Authority's business affairs and personnel, subject to the direction of the Housing Authority commissioners. 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 Housing Authority as he/she may determine to be appropriate. Section 4: Finance Officer. The Finance Officer of the Housing Authority shall be the Treasurer of the City of San Juan Capistrano who shall have the care and custody of all funds of the Housing Authority and shall supervise the fiscal affairs of the Housing Authority. He/she shall cause adequate, correct, and regular accounts of the properties, monies, and transactions of the Housing Authority 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 Housing Authority. He/she shall keep regular books of accounts showing receipts and expenditures and shall render periodically to the Housing Authority, but not less than once annually, an account of his/her transactions and of the financial conditions of the Housing Authority. He/she shall give 'such bond for the faithful performance of his/her duties as the Housing Authority may determine. 2 Section 5: Other Officers. Except as otherwise provided for herein, all other officers of the Housing Authority shall be under the administrative control and direction of the Executive Director. Section 6: Legal Counsel. Pursuant to Section 34279 of the California Health &Safety Code, the City Attorney shall serve as Legal Counsel of the Housing Authority provided that the Housing Authority may employ its own counsel and legal staff from time to time in the sole discretion of the Housing Authority board. He/she shall advise the Housing Authority and the officers of the Housing Authority 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 Housing Authority board or the Executive Director. Section 7: Housing Authority Secretary. The City Clerk of the City of San Juan Capistrano shall be Secretary of the Housing Authority. The Housing Authority Secretary shall keep and maintain the records of the Housing Authority, and act as Housing Authority Secretary at the meetings of the Housing Authority and record all votes, and shall keep a record of the proceedings of the Housing Authority and a journal of proceedings to be kept for such purpose, and shall perform all duties incident to this office. The Housing Authority Secretary shall keep in safe custody the Seal of the Housing Authority and shall have the power to affix such Seal to all contracts and instruments authorized to be executed by the Housing Authority. In the absence of the Housing Authority, the Chairperson may designate an Acting Housing Authority Secretary to temporarily fill the position of Housing Authority Secretary. Section 8: Additional Duties. The officers of the Housing Authority shall perform such other duties and functions as may from time to time be required by the Housing Authority or by the bylaws or rules and regulations of the Housing Authority. Section 9. Expenses. Each member, officer, and employee shall be entitled to receive funds for travel and other actual necessary expenses while on Housing Authority business. Section 10: Compensation. The Housing Authority commissioners may by Resolution or other action of the board fix and determine the compensation of all members of the Housing Authority members, officers, employees, agents, and consultants. 3 �7 n r L ARTICLE III: EMPLOYEES, AGENTS, AND CONSULTANTS Section 1: Personnel. Including and in addition to the City Manager/Executive Director, the Housing Authority 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 Housing Authorities Law of the State of California and other laws of the State of California applicable thereto. Services to be rendered to the Housing Authority are to be supplied by City employees pursuant to the contractual authority of the Housing Authority and the City. Nothing though shall prohibit the Housing Authority 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 Housing Authority board. Section 2: Consulting Services. The Housing Authority 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 HOUSING AUTHORITY, CONTRACT, AND MAKE PAYMENTS. Section 1: Authority of Housing Authority. No member, officer, agent, or employee of the Housing Authority without prior authority of the Housing Authority board unless otherwise provided by law, ordinance, or resolution shall have the power or authority to bind the Housing Authority 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 Housing Authority and the Executive Director. Nothing herein contained shall prohibit or be construed to prohibit the Housing Authority from authorizing other officers or employees of the Housing Authority to so execute such instruments and documents. 4 ARTICLE V: MEETINGS Section 1: Annual Meeting. r The Annual Meeting of the Housing Authority shall be on the first Tuesday of December at such time as the Housing Authority 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 without official notice on the first Tuesday 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 emergency at such place as designated by the Chairperson or three members of the Housing Authority board. 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 Housing Authority 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 Housing Authority. Section 4: Closed Sessions. Nothing contained in these Bylaws shall be construed to prevent the Housing Authority 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 Housing Authority shall be held during regular, adjourned regular, special meetings or the Annual Meeting of the Housing Authority. 5 iL 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 Housing Authority 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 Housing Authority shall constitute a quorum for the purposes of conducting its business, exercising its powers, and for all other purposes. A small number of Housing Authority members or the Housing Authority Secretary may adjourn a meeting from time to time until a quorum is present. Action may be taken by the members of the Housing Authority board upon a vote of the majority of a quorum unless a vote for the larger number of members 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 other 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 Housing Authority meeting. At the regular meeting of the Housing Authority the order of business shall be as determined from time to time by the chairperson and executive director. 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 Housing Authority. Section 10: Manner of Voting. Except for consent calendar items, which may be voted on in one motion, 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 Housing Authority board shall be by voice or 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. 6 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 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 Housing Authority, consistent with the Housing Authorities Law 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 program or 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 Housing Authority board at a regular or special meeting. 7