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HomeMy WebLinkAboutResolution SEDA 2005-01 02/07/2005 URBAN RENEWAL AGENCY RESOLUTION NO. 2005-01 RESOLUTION OF THE SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY APPROVING AND ADOPTING AGENCY BY-LAWS WHEREAS, the Springfield Urban Renewal Agency acting by and through the Springfield Economic Development Agency of the City of Springfield, Oregon, pursuant to the provisions of Chapter 457 of the Oregon Revised Statutes, is the duly appointed Urban Renewal Agency of the City of Springfield, Oregon. WHEREAS, the Agency wishes to adopt a set of by-laws to govern the conduct and business of the Agency; NOW, THEREFORE, THE SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY DOES RESOLVE AS FOLLOWS: ARTICLE I - AUTHORITY Section 1. Name: The name of the Agency shall be the Springfield Economic Development Agency, hereinafter referred to as "Agency". Section 2. Office: The office of the Agency shall be the City Manager's Office of the City of Springfield, Oregon. Section 3. Powers and Duties of the Agency The powers and duties of the Agency shall be as provided by Chapter 457 of the Oregon Revised Statutes and Springfield City Charter and as authorized by the Springfield Common Council in accordance with Ordinance No. 5335, adopted by the Springfield Common Council June 2, 1986 and modified by Ordinance 5479, adopted by the Springfield Common Council, June 19, 1989. ARTICLE II - BOARD MEMBERS Section 1. Board Membership: The Agency will be composed of the governing body of the City of Springfield and two Lane County Commissioners representing Springfield and unincorporated Glenwood for the Glenwood Urban Renewal Plan with seven (9) voting Board members. Section 2. Terms: The terms of Board members shall coincide with their terms as Mayor and Councilors of the City of Springfield and Lane County Commissioners. The City Council shall appoint replacements to the Board's city membership should they occur. The Lane County Board shall appoint replacements to the Board's Lane County Commissioner membership should they occur. ARTICLE III - OFFICERS Section 1. Officers: The officers of the Agency shall be chair, vice chair, secretary, and any other officer whom the Agency deems necessary. Section 2. Chair: The chair shall be elected by the Board members of the Agency and shall preside at all meetings of the Agency. After approval by the Board members, except as otherwise authorized by resolution of Board members, the chair shall sign all contracts, deeds and other instruments made by the Agency. At each meeting, the chair shall submit such recommendations and information as the chair may consider proper concerning the business, affairs, and policies of the Agency. Section 3. Vice Chair: The vice chair shall be elected by the Board members of the Agency and shall perform the duties of the chair in the absence or incapacity of the chair; and in case of resignation or death of the chair, the vice chair shall perform such duties as are imposed on the chair until such time as the Board shall elect a new chair. Section 4. Secretary: The secretary shall be elected by the Board members of the Agency and shall perform the duties of the chair in the absence or incapacity of both the chair and the vice chair, and shall perform the duties of the vice chair when the latter acts as chair. In coordination with the staff liaison, the secretary shall keep the records of the Agency, act as secretary of the meetings of the Agency and record all votes, keep a record of the proceedings of the Agency, perform all duties incident to the office, and keep in safe custody all records of the Agency. The staff liaison shall be recommended by the City Manager and confirmed by the Board members of the Agency. Section 5. 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 by-laws or rules and regulations of the Agency. Section 6. Election or Appointment: The chair, vice chair, and secretary shall be elected annually by the Agency from among the Board members at the first regular meeting of the Agency in January of each year, and shall hold office for one year or until their successors are elected and qualified. Provided that the officers initially elected shall hold office or until the first regular meeting of the Agency in 1988, or until their successors are elected and qualified. Section 7. Vacancies: Should the offices of the chair, vice chair, or secretary become vacant, the Agency shall elect a successor from its Board members at the next regular meeting and such election shall be for the unexpired term of such office. Section 8. Removal: The chair, vice chair, or secretary may be removed at any time by a vote of a majority of the entire Agency. Page 2 ARTICLE IV - MEETINGS Section 1. Regular Meetings: Regular meetings shall be held at such time and place as may from time to time be determined by resolution of the Agency in conformance with Oregon Public Meetings Act. In the event a day of regular meeting shall be a legal holiday, said meeting shall be held on the next succeeding day. All meetings shall be held at the Agency's office in the City of Springfield, Oregon, or at such other place as the chair shall determine. A regular meeting may be adjourned to a later date by a vote of the majority of the Agency Board members present and voting and no notice of such adjourned meeting needs to be given to Board members. Section 2. Special Meetings: The chair may, when the chair deems it expedient, and shall, upon the written request of three Board members of the Agency, call a special meeting of the Agency to be held at the regular meeting place, unless otherwise specified in the call, for the purpose of transacting any business designated. Written notice of such meeting shall be given to each Board member of the Agency at least 24 hours prior to the time designated in the notice for the public hearing and to the public in conformance with Oregon Public Meetings Act. Both phone calls and e-mails may be used as secondary notification of such special meetings to Board members. Presence of any Board member at any meeting shall be deemed to be a waiver of notice of such meeting. Special meetings may also be held at any time by the unanimous consent of all Board members of the Agency. No other business shall be transacted at any special meeting than that named in the notice. Section 3. Quorum: A simple majority of Board members of the Agency shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other purposes. A majority of the Board members of the Agency present and voting shall be necessary to determine any question before the Agency, unless otherwise specified in these by-laws, in a resolution of the Agency, or in Roberts Rules of Order Newly Revised. Section 4. Manner of Voting: The voting on formal 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 Board members shall be by roll call, and the ayes and noes and Board members present, abstaining, and not voting shall be entered upon the minutes of such meeting, except on the election of officers which may be by ballot, if requested by any Board member. Section 5: Order of Business: At the regular meetings of the Agency, the following shall be substantially the order of business: (a) Roll Call (b) Approval of minutes (c) Communications (d) Report of Chair Page 3 (e) Reports of Committees (f) Old Business (g) New Business (h) Resolutions (i) Adjournment Section 6: Resolutions: All resolutions shall be in writing. Section 7: Roberts Rules: All rules of order not herein provided for or provided for by resolution shall be determined in accordance with Roberts Rules of Order Newly Revised. Section 8. Open Meetings: All meetings shall be open to the public, except that any portion of a meeting may be held in Executive Session if such session is in conformance with the Oregon Public Meetings Act. ARTICLE V - PROCEDURES Section 1. Standing or Special Committees: The chair is authorized to refer items to standing or special committees for recommendation and report. All committees shall be appointed by the chair unless otherwise ordered by the Agency. The committee member first named shall act as chair thereof. Appointments to such committees need not be restricted to Board members of the Agency. Section 2. Authorization of Expenditures: Authorization and approval of the expenditures of money may be made only at a regular meeting or at a special meeting called for that purpose. Provided, that no authorization or approval of expenditures of money may be made at a special meeting unless all Board members of the Agency have been advised in advance of said meeting that such authorizing action is intended to be taken or considered. ARTICLE VI — ADMINISTRATIVE SUPPORT Section 1. Personnel: The Agency may contract for services as it may from time to time find necessary or convenient to perform its duties and obligations at such compensation as may be established by the Agency. Such contracts shall continue at the pleasure of the Agency or until such contracts reach their end date. Section 2. Legal Counsel: The legal counsel shall be through a contract for services, with an end date, by vote of a majority of the Board members. No Board member shall be eligible to become legal counsel to the Agency until at least one year after leaving office as a Board member. Section 3. Staff Liaison: The staff liaison shall be recommended by the City Manager and confirmed by the Board members of the Agency. Page 4 ARTICLE VII - FINANCIAL Section 1. Separate Fund: A separate fund or funds of the City of Springfield shall be established for the Agency. All disbursements from these funds shall follow the regular disbursement procedures of the City of Springfield as authorized by the City Council. Section 2. Budget: Budget procedures followed for all other funds of the City of Springfield shall also be substantially followed for the fund or funds of the Agency, except that the committee which reviews the budget of the Agency shall consist of the Board members of the Agency and at least the same number of members from the Springfield community, including members of the area included in the Glenwood Urban Renewal Plan, and approved by a simple majority of the Board members. Section 3. Audit: An annual audit of the fund or funds of the Agency shall be performed_by the independent auditor of the City of Springfield using the same procedures as are used for all other funds of the City. ARTICLE VIII - AMENDMENTS Amendments to By-Laws: The by-laws of the Agency shall be amended only with the approval by a simple majority of the Board members of the Agency at a regular or special meeting, but no such amendment shall be adopted unless at least ten (10) days written notice thereof has been previously given to all of the Board members of the Agency. PASSED AND ADOPTED this 7th day of February , 2005, by the following roll call vote: AYES: 7 NOES: o ABSENT: o ABSTENTIONS: o -� Chair A /ES . Secretary