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HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 12/18/2007 - RESOLUTION 2007-113 ADOPTING CERTAIN AMENDMENTS TO ITEM NUMBER: 23 AGENDA ITEM SUMMARY DATE: December 18, 2007 FORT COLLINS CITY COUNCIL STAFF: Chip Steiner SUBJECT Resolution 2007-113 Adopting Certain Amendments to the Downtown Development Authority Bylaws. RECOMMENDATION The DDA Board of Directors and staff recommend adoption of the Resolution. EXECUTIVE SUMMARY This Resolution will amend the Bylaws of the Downtown Development Authority: • to include a member of the Larimer County Commissioners on the DDA Board of Directors. • to authorize the DDA Executive Director to approve and execute contracts up to $5,000 so long as the funds have been budgeted and appropriated, and to authorize the Director to approve and execute contracts greater than$5,000 but not more than$50,000,so long as the funds have been budgeted and appropriated and provided that approval for such contract has been given by the DDA Executive Committee. Employment contracts are not included. BACKGROUND Since Larimer County has a large interest in the welfare of the Fort Collins central business district, the DDA Board of Directors sought to have a Commissioner included as a full-voting Board member. City Council approved this change in June 2007. The DDA occasionally needs to execute a contract outside of the time frames of regular DDA Board meetings. The authorization provided by this amendment is limited to items under$5,000 or up to $50,000 with approval from the Executive Committee. Any contract must be for projects or programs that have been approved in the current year's budget and that have been previously appropriated by City Council. ATTACHMENTS 1. Minutes from the Downtown Development Authority meeting, November 8, 2007. 2. Redline version of Downtown Development Authority Bylaws. Downtown Development Authority November 8,2007 Page 3 BIKE PLAN David"DK"Kemp,the City's bicycle coordinator,gave a PowerPoint presentation of the new Fort Collins j Bicycle Plan. The recommendations of the updated bike plan are many,broadly categorized under the headings engineering,education,encouragement,and enforcement. The goal is to gain Fort Collins platinum designation as a biking community. Among the recommendations to help the City reach this goal are to link bikeways with activity centers,continue educational campaigns and events,foster links and relationship between the public and city departments,create a"self-governed"enforcement concept through marketing endeavors and peer influence. Mr.Kemp explained that he felt the goals of the bike program were complementary with the goals of the DDA. Mr.Atteberry emphasized that because there is only one other city(Davis,California),in the country with a platinum designation,this could be a real differentiator for Fort Collins. ECONOMIC PROFILE INSERT Mr.Steiner recommended flint the Board,in conjunction with Beet Street,by an eight page insert in an economic profile publication being produced by the Northern Colorado Economic Development Corporation and Upstate Colorado,with the assistance of the Northern Colorado Business Report. Though the DDA does not non nally participate in such publications,Mr.Steiner argued that the board should make an exception in this case because it is an opportune time to illustrate what a DDA can accomplish with TIF, give exposure to Beet Street,and give counterweight to a heavy emphasis on other areas in Northern Colorado. The target audience is Chambers of Commerce,real estate agencies,convention and visitors' bureaus and participating advertisers. It can be used as a mailer or inserted into relocation packages. Beet Street hopes to use it as background information in development requests and fundraising efforts. Copy for the insert would be provided by DDA and we would have input on the rest of the publication. We would receive copies of the publication and an overrun of the insert to hand out as needed. Ms.Rennels felt it was a good way to explain what TIF does and how it can finance great cities. Ms.Jordan pointed out that with a quality publication this goal could be accomplished in an attractive way. Moved by Mr. Keiffer•;seconded by Ms.Spencer:To approve the expenditure of$18,000($9,000 from DDA,$9,000 from Beet Street)to pay for an 8 page insert in the economic profile publication, contingent on us providing the written content or editing what is written. The motion passed unanimously. DDA BYLAWS AMENDMENT The amendments reflect several changes to the bylaws. It incorporates the earlier resolution to change the Board membership from 9 to I I members and include a member of the Latimer County Board of Commissioners;to reflect contract policy;and,to establish officer elections in the month of May to begin terms in June. There are also some grammatical and gender specific word changes. Moved by Mr.Taylor;seconded by Ms.Jordan: To approve the amendments to the bylaws of the Downtown Development Authority. The motion passed unanimously. Ms Liley offered a friendly amendment to alter the wording to Article 5,Section 5.110,change the last sentence to read"such contract funds approved by the Executive Director,have been previously budgeted..." The friendly amendment was accepted by the Board. f SALES TAX REPORT Chuck Seest announced that the September sales reflected in the October sales tax collections increased by 2.7%downtown and 3.60/c citywide. This shows a year-to-date increase of 3.6%downtown and 4.8%for the City as a whole. The City financial planning for 2008 is based on a modest 2%increase in sales tax collections. BYLAWS OF DOWNTOWN DEVELOPMENT AUTHORITY OF FORT COLLINS, COLORADO November 8, 2007 ARTICLE 1 . 000 GENERAL Section Section 1 . 100 . Establishment. On April 21 , 1981 , the City Council of the City of Fort Collins ("City Council") passed on second reading Ordinance No . 46, 1981 , of the eity of Fort , establishing a Ddowntown Ddevelopment Aauthority known as "tThe "Fort Collins, Colorado, Downtown Development Authority.-" and referred to herein as the "Authority. " Section 1 .200 . Purpose . The purpose of the Authority is to aid in the development and redevelopment of property within the boundaries of the Authority to the extent permitted by law. Section 1 . 300 Powers . The Authority shall have all powers ofenumerated in Part 8 of Article 25 of Title 31 , Colorado Revised Statutes, f 973,as amended, and all additional and supplemental powers necessary or convenient to carry out and effectuate the purposes and provisions of said Part 8 . ARTICLE 2 . 000 MEMBERSHIP Section 2 . 100 General. The Authority shall consist of a Board of Directors (the "Board"), the boaTdmembers of which who-shall be appointed by the City Council in accordance with CRS § 31 -25 -805 , eRs f 973 , as amended, and each bBoard member so appointed shall be qualified as required by such statute . At no time shall there be more than eleven or less than five bBoard members . In the event any bBoard member after appointment does i fails to meet the statutory qualifications for bBoard members during the term of his/her appointment, his/her position on the Board shall be deemed vacated and the City Council shall appoint a new bBoard member for the remainder of such Board member' s tare-term. Section 2 .200 . Board mMembers . The number and terms of boardmembers of the Board shall be determined by resolution of the Fort eoiiins, eolorado,—City Council in accordance with CRS § 31 -25 -805 and § 31 -25 - 806, ERs f 973sas amended. Section 2 . 220 Terms . Exccpt fbr initial appointments, each boardmenthcr shall 1 X X ted for a term of four years (except any member who is a member of the governin body) . —The Iinitial bBoard members havc beerrwere appointed for staggered terms as follows : 2-Two bBoard members for terms expiring 6/30/82 ; . 1 2-Two bBoard members for terms expiring 6/30/83 ;. 2-Two bBoard members for terms expiring 6/30/84; . and 4-Four bBoard members for terms expiring 6/30/85 . All appointments to the Board thereafter shall be for a term of four years, with the exception of A—the bBoard member representing the City Council, which Board member shall serve at the pleasure of the City Council. A member of the Board of County Commissioners of Larimer County shall serve as a Board member, provided that Larimer County continues to meet the qualifications for membership on the Board of the Authority as either a landowner or tenant within the boundaries of the Authority, and further provided that the Board of County Commissioners formally designates one of its members to serve in such capacity. Section 2 .230 . Compensation. All Board members, including the Chairpersonman, shall serve without compensation but may be reimbursed for actual and necessary expenses incurred on behalf of the Authority. Section 2 . 300 . Vacancies In the event of one or more vacancies on the Board or the expiration of any one or more bBoard members ' terms, the rity-Board may at a regular or specially called meeting of the bBoard , by a majority vote of qualified board III embers present, nominate replacement bBoard members for consideration by the City Council. In the event a bBoard member' s term has expired, the Board may nominate him-such Board member for an additional term or may nominate a replacement. The City Council is not obligated to appoint bBoard members as nominated by the Amthority Board and may appoint bBoard members of their own selection. However, should the City Council fail to extend the term of or replace any existing bBoard member, such bBoard member shall continue to serve as a bBoard member until a qualified successor has been appointed and edified. ARTICLE 3 . 000 OFFICERS AND COMMITTEES Section 3 . 100 . chairman. The ehairmmi shall preside at all mectings of the Amthority except as otherwise aufhorized by the Authority. The ehairman shall sign all contracts, deeds and other instrtmients made by the A-tffliority. At cacti inecting the ehairmml shall submit such recommendations and information, as he may consider proper the business affairs and policies of the 24mthority. Election. Officers of the Board, including a Chairperson, Vice Chairperson, Treasurer and Secretary, shall be elected by the Board from its current members in May of every other year for two-year terms commencing in the following month of June . A Chairperson may not serve two consecutive terms . Section 3 . 110 . aection. A ehairman shall be elected f6t a tvro-ycai 2 have ffift power to vote on any issuc, ex"pt as othcrwise Chairperson. The Chairperson shall preside at all meetings of the Board except as otherwise authorized by the Board. Except as provided in Section 5 . 110, the Chairperson shall sign all contracts, deeds and other instruments made by the Authority. At each meeting the Chairperson shall submit such recommendations and information, as he/she may consider proper concerning the business affairs and policies of the Authority. The Chairperson shall have full power to vote on any issue except as otherwise provided herein. Section 3 .200 . Vice Chairpersommnn. The Vice Chairpersonman shall perform the duties of the Chairpersonman in the absence or incapacity of the Chairpersonman. In case of the resignation or death of the Chairpersonr=, the Vice Chairpersonman shall perform such duties as are imposed on the Chairpersonman until such time as the Board shall selects a new Chairpersonman. The Vice Chairpersonman shall be elected from the bBoard members in the same manner and at the same time as the Chairpersonman. Section 3 . 300 . Treasurer. The Treasurer shall keep, or cause to be kept, the financial records of the Authority and shall approve all vouchers for the authorized expenditure of funds of the Authority, provided that the Authority—Board, by majority vote of its members voting thereon, may delegate such responsibility to the Executive Director of the Authority. The Board may require a bond from the Treasurer or waive such requirement. Section 3 .400 . Secretary. The Secretary shall maintain, or cause to be maintained, custody of the official Seal of the Authority and of all records, documents or other papers of the Authority not required to be maintained by the Treasurer. The Secretary shall attend all meetings of the Board and keep a record of all its proceedings, file minutes of all regular or special meetings with the Clerk of the City of Fort Collins and shall perform such other duties as may be delegated by the Board. The Secretary shall have the power to affix the Authority' s Seal to and attest all contracts and instruments to be executed by- on behalf of the Authority. Section 3 . 500 . Election of the Treasurer and Secretary; Assistants . The Treasurer and Secretary shall be elected from the bBoard members in the same manner and at the same time as the Chairpersonman. One bBoard member may serve as both Secretary and Treasurer. The Board shall have the authority to authorize positions-additional offices for Assistant Treasurer and Assistant Secretary, wltor-which officers shall perform such functions as authorized by the Board. Salaries for such positions shall be set by the Board. Section 3 . 600. Executive Director. The Board may hire an eExecutive dDirector as an employee of the Authority pursuant to CRS § 31 -25 - 815 ( 1 )(a), as amended, or may contract for such services as the Board deems necessary to effectively operate the Authority. Under either circumstance, such person or company shall serve at the pleasure of the Board and perform those functions as the Board directs . 3 Section 3 . 700 . Additional Duties . All officers of the Authority shall perform additional duties as directed by the Board. Section 3 . 800 . Committees . The Board may establish committees to investigate and report to the rity-Board or to perform such other duties as the Board may direct&ci . Any -Ssuch committees shall consist of a committee chairperson be headed by a boardinember and shall consist of such and any other persons Board members appointed by as7-a majority of the74mthority Board may-appoint. ARTICLE 4 . 000 MEETINGS Section 4 . 100 . Regular Meetings . Regular business meeting dates shall be determined by the Board by motion. Regular meetings may be recessed and continued to any other date . Section 4 . 110 . Absence. In the event of an unexcused absence of a bBoard member for three consecutive regular meetings, a letter may be written by the Executive Director, at the direction of the Board, to the City Council requesting removal of that bBoard member pursuant to these ruleSBylaws . Section 4 .200 . Special Meetings . Special meetings of the A-ntharity-Board may be called by the 74mthority-Chairpersonman or by three bBoard members at a convenient place an time and place in Fort Collins, provided that not less than a quorum of all bBoard members are in attendance and that written notice stating the time and location of such meeting hasbeewwas given to each bBoard member at least two days in advance of such meeting. stating the time mid location within the eity of Fort eottins at whicti the meeting is to be h Consent to such special meeting or attendance at such meeting by a bBoard member shall be deemed a waiver of thise notice requirement for such bBoard member. Section 4 . 300 . Open Meetings . All meetings and records of the Board or any committee thereof shall be open to the public except for those matters dealing with land acquisition or sales, personnel matters or legal matters. Section 4 .400 . Quorum. The quorum necessary to conduct all regular business of the Authority shall be a majority of all regular current bBoard members . Section 4 . 500 . Voting. All regular business matters shall be decided by majority of the bBoard members present and voting unless otherwise provided for in these bBylaws . Section 4. 600 Rules of Order. All meetings of the Board shall be conducted min accordance with the most recent edition of "Roberts ' Rules of Order", revised, except as otherwise provided by these Bylaws and State CRS § 31 -25 - 801 , et seq. , eRs 1973 , as amended . 4 ARTICLE 5 . 000 CONTRACTS : FINANCE Section 5 . 100 . Contracts. The Board may authorize by resolution the Chairpersonman or Executive Director to enter into any contract or execute any instrument in the name of and on behalf of the Authority, and such authority may be general or confined to specific instances . Section 5 . 110 . Authority of the Executive Director. The Executive Director is authorized to approve and execute all contracts, except employment contracts , in the name of and on behalf of the Authority in an amount of $ 5 ,000 or less and, with the approval of the Executive Committee of the Board, is authorized to approve and execute such contracts in the name of and on behalf of the Authority in an amount greater than $5 ,000 but not more than $ 50,000 ; provided that all such contract funds approved by the Executive Director have been previously budgeted and appropriated by the Board and the City Council . Section 5 .200 . Annual Budget. Each year the Board shall consider and approve a budget based upon that-recommendations submitted by the Executive Director. Section 5 . 300 . Finance . All funds of the Authority will be deposited and disbursed in accordance with the applicable statutes of the State of Colorado and in accordance with actions of the Board . Section 5 .400 . Property. The Authority may hold property in its name as directed by resolution of the Board and as permitted by CRS § 31 -25 -801 et seq. , eRS 1973 , as amended. ARTICLE 6 . 000 AMENDMENTS Section 6 . 100 . Amendments. The Bylaws of the Authority may be amended by a two- thirds vote of the Board members present at any regular or special meeting of the Board two-thirdsby a for which at least two days ' advance written notice thereof has been given to all Board members, subject to final approval of such amendments by the City Council. No such amendment shall be adopted unless at least two days ' written notice thereof has been previously given to all inembers of the . All amendments to these Bylaws shall be filed in the office of the City Clerk of the City of Fort Collins. ARTICLE 7 . 000 5 INDEMNIFICATION Section 7 . 100 . Indemnification. Any of the Authority' s officers , direetorsBoard members and other employees may be indemnified or reimbursed by the Authority for reasonable expenses (including but not limited to attorneys ' fees, judgments and payments of settlement) actually incurred in connection with any action, suit or proceeding, civil or criminal, actual or threatened, to which he or they may be made a party by reason of his-being or having been, or by reason of any actual or alleged acts performed or omitted to be performed in connection with his-being or having been a bBoard member, officer or employee of the Authority; provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding as to which he/she shall finally be adjudged to have been guilty of or liable for gross negligence or willful misconduct or criminal acts in the performance of his duties to the Authority; provided further that no person shall be so indemnified or reimbursed in relation to any matters in such action, suit or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction or the Board of the Authority acting by vote of the direct Board members, not parties to the same or substantially the same action, suit or proceeding constituting a majority of the whole number of the bBoard members . The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such person, his heirs, executors or administrators may be entitled as a matter of law. Section 7 . 200 . Insurance. The Authority may, upon the affirmative vote of the majority of its Board membersoBireetvrs , purchase insurance for the purpose of indemnifying its bBoard members, officers and otheremployees to the extent that such indemnification is allowed in Section 7 . 100 . ARTICLE 8 . 000 APPROVAL OF BYLAWS Section 8 . 100 . Approval . These Bylaws, upon approval by a two-thirds vote of the members of the Board, and upon the approval of the City Council, shall be filed within the office of the City Clerk of the City of Fort Collins . 6 RESOLUTION 2007-113 OF THE COUNCIL OF THE CITY OF FORT COLLINS ADOPTING CERTAIN AMENDMENTS TO THE DOWNTOWN DEVELOPMENT AUTHORITY BYLAWS WHEREAS, the Fort Collins, Colorado Downtown Development Authority(the "DDA") has been duly organized in accordance with Colorado Revised Statutes 31-25-804,as amended;and WHEREAS, Section 6.100 of the DDA Bylaws provides for the amendment of the same by a two-thirds vote of the Board, subject to final approval of such amendments by the City Council; and WHEREAS, the Board of Directors of the DDA (the "Board") has determined that certain revisions to the Bylaws of the DDA are necessary; and WHEREAS,by Ordinance No.067,2007,the City Council of the City of Fort Collins("City Council') amended the Municipal Code to allow for the inclusion of a member of the Larimer County Board of County Commissioners on the Board and the Board desires to amend the DDA Bylaws to reflect such change; and WHEREAS,the Board desires to further amend the Bylaws so as to authorize the Executive Director of the DDA to independently approve and execute all DDA contracts for the DDA, except employment contracts, so long as such contracts are in an amount of$5,000 or less of previously budgeted and appropriated DDA funds and,further,to authorize the Executive Director of the DDA, with the approval of the Executive Committee of the DDA Board, to approve and execute for the DDA such contracts in an amount greater that $5,000 but not more than $50,000 of previously budgeted and appropriated DDA funds; and WHEREAS, at its regular meeting on November 8,2007,the Board unanimously approved these and other more minor, non-substantive revisions to the Bylaws, a copy of which are attached hereto as Exhibit "A" and incorporated herein by this reference, and recommended final approval of the same by the City Council. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF FORT COLLINS, COLORADO that the amended DDA Bylaws, as shown on Exhibit "A" and dated November 8, 2007, are hereby approved and accepted and shall be effective immediately. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 18th day of December, A.D. 2007. Mayor ATTEST: City Clerk Exhibit "A" BYLAWS OF DOWNTOWN DEVELOPMENT AUTHORITY OF FORT COLLINS, COLORADO November 8, 2007 ARTICLE 1.000 GENERAL Section 1.100. Establishment. On April 21, 1981, the City Council of the City of Fort Collins ("City Council") passed on second reading Ordinance No. 46, 1981 establishing a downtown development authority known as "The Fort Collins, Colorado, Downtown Development Authority" and referred to herein as the "Authority." Section 1.200. Pumose. The purpose of the Authority is to aid in the development and redevelopment of property within the boundaries of the Authority to the extent permitted by law. Section 1.300 Powers. The Authority shall have all powers enumerated in Part 8 of Article 25 of Title 31, Colorado Revised Statutes, as amended, and all additional and supplemental powers necessary or convenient to carry out and effectuate the purposes and provisions of said Part 8. ARTICLE 2.000 MEMBERSHIP Section 2.100 General. The Authority shall consist of a Board of Directors (the "Board"), the members of which shall be appointed by the City Council in accordance with CRS §31-25-805, as amended, and each Board member so appointed shall be qualified as required by such statute. At no time shall there be more than eleven or less than five Board members. In the event any Board member fails to meet the statutory qualifications for Board members during the term of his/her appointment, his/her position on the Board shall be deemed vacated and the City Council shall appoint a new Board member for the remainder of such Board member's term. Section 2.200. Board Members. The number and terms of members of the Board shall be determined by resolution of the City Council in accordance with CRS §31-25-805 and §31-25-806, as amended. Section 2.220 Terms. The initial Board members were appointed for staggered terns as follows: Two Board members for terms expiring 6/30/82; Two Board members for terms expiring 6/30/83; Two Board members for terms expiring 6/30/84; and Four Board members for terms expiring 6/30/85. All appointments to the Board thereafter shall be for a term of four years, with the exception of the Board member representing the City Council, which Board member shall serve at the pleasure of the City Council. A member of the Board of County Commissioners of Larimer County shall serve as a Board member, provided that Latimer County continues to meet the qualifications for membership on the Board of the Authority as either a landowner or tenant within the boundaries of the Authority, and further provided that the Board of County Commissioners formally designates one of its members to serve in such capacity. Section 2.230. Compensation. All Board members, including the Chairperson, shall serve without compensation but may be reimbursed for actual and necessary expenses incurred on behalf of the Authority. Section 2.300. Vacancies In the event of one or more vacancies on the Board or the expiration of any one or more Board members' terms, the Board may at a regular or special meeting of the Board, nominate replacement Board members for consideration by the City Council. In the event a Board member's term has expired, the Board may nominate such Board member for an additional term or may nominate a replacement. The City Council is not obligated to appoint Board members as nominated by the Board and may appoint Board members of their own selection. However, should the City Council fail to extend the term of or replace any existing Board member, such Board member shall continue to serve as a Board member until a qualified successor has been appointed. ARTICLE 3.000 OFFICERS AND COMMITTEES Section 3.100. Election. Officers of the Board, including a Chairperson, Vice Chairperson, Treasurer and Secretary, shall be elected by the Board from its current members in May of every other year for two-year terms commencing in the following month of June. A Chairperson may not serve two consecutive terms. Section 3.110. Chairperson. The Chairperson shall preside at all meetings of the Board except as otherwise authorized by the Board. Except as provided in Section 5.110, the Chairperson shall sign all contracts, deeds and other instruments made by the Authority. At each meeting the Chairperson shall submit such recommendations and information, as he/she may consider proper concerning the business affairs and policies of the Authority. The Chairperson shall have full power to vote on any issue except as otherwise provided herein. Section 3.200. Vice Chairperson. The Vice Chairperson shall perform the duties of the Chairperson in the absence or incapacity of the Chairperson. In case of the resignation or 2 death of the Chairperson, the Vice Chairperson shall perform such duties as are imposed on the Chairperson until such time as the Board elects a new Chairperson. The Vice Chairperson shall be elected from the Board members in the same manner and at the same time as the Chairperson. Section 3.300. Treasurer. The Treasurer shall keep, or cause to be kept, the financial records of the Authority and shall approve all vouchers for the authorized expenditure of funds of the Authority, provided that the Board, by majority vote of its members voting thereon, may delegate such responsibility to the Executive Director of the Authority. The Board may require a bond from the Treasurer or waive such requirement. Section 3.400. Secretary. The Secretary shall maintain, or cause to be maintained, custody of the official Seal of the Authority and of all records, documents or other papers of the Authority not required to be maintained by the Treasurer. The Secretary shall attend all meetings of the Board and keep a record of all its proceedings, file minutes of all regular or special meetings with the Clerk of the City of Fort Collins and shall perform such other duties as may be delegated by the Board. The Secretary shall have the power to affix the Authority's Seal to and attest all contracts and instruments to be executed on behalf of the Authority. Section 3.500. Election of the Treasurer and Secretary Assistants. The Treasurer and Secretary shall be elected from the Board members in the same manner and at the same time as the Chairperson. One Board member may serve as both Secretary and Treasurer. The Board shall have the authority to authorize additional offices for Assistant Treasurer and Assistant Secretary, which officers shall perform such functions as authorized by the Board. Salaries for such positions shall be set by the Board. Section 3.600. Executive Director. The Board may hire an Executive Director as an employee of the Authority pursuant to CRS §31-25-815(1)(a), as amended, or may contract for such services as the Board deems necessary to effectively operate the Authority. Under either circumstance, such person or company shall serve at the pleasure of the Board and perform those functions as the Board directs. Section 3.700. Additional Duties. All officers of the Authority shall perform additional duties as directed by the Board. Section 3.800. Committees. The Board may establish committees to investigate and report to the Board or to perform such other duties as the Board may direct. Any such committees shall consist of a committee chairperson and any other Board members appointed by a majority of the Board. 3 ARTICLE 4.000 MEETINGS Section 4.100. Regular Meetings. Regular business meeting dates shall be determined by the Board by motion. Regular meetings may be recessed and continued to any other date. Section 4.110. Absence. In the event of an unexcused absence of a Board member for three consecutive regular meetings, a letter may be written by the Executive Director, at the direction of the Board, to the City Council requesting removal of that Board member pursuant to these Bylaws. Section 4.200. Special Meetings. Special meetings of the Board may be called by the Chairperson or by three Board members at a convenient time and place in Fort Collins, provided that not less than a quorum of all Board members are in attendance and that written notice stating the time and location of such meeting was given to each Board member at least two days in advance of such meeting. Consent to such special meeting or attendance at such meeting by a Board member shall be deemed a waiver of this notice requirement for such Board member. Section 4.300. Open Meetings. All meetings and records of the Board or any committee thereof shall be open to the public except for those matters dealing with land acquisition or sales, personnel matters or legal matters. Section 4.400. Quorum. The quorum necessary to conduct all regular business of the Authority shall be a majority of all current Board members. Section 4.500. Voting. All regular business matters shall be decided by majority of the Board members present and voting unless otherwise provided for in these Bylaws. Section 4.600 Rules of Order. All meetings of the Board shall be conducted in accordance with the most recent edition of"Roberts' Rules of Order", revised, except as otherwise provided by these Bylaws and CRS §31-25-801, et seq., as amended. ARTICLE 5.000 CONTRACTS: FINANCE Section 5.100. Contracts. The Board may authorize by resolution the Chairperson or Executive Director to enter into any contract or execute any instrument in the name of and on behalf of the Authority, and such authority may be general or confined to specific instances. Section 5.110. Authority of the Executive Director. The Executive Director is authorized to approve and execute all contracts, except employment contracts, in the name of and on behalf of the Authority in an amount of $5,000 or less and, with the 4 approval of the Executive Committee of the Board, is authorized to approve and execute such contracts in the name of and on behalf of the Authority in an amount greater than $5,000 but not more than $50,000; provided that all such contract funds approved by the Executive Director have been previously budgeted and appropriated by the Board and the City Council. Section 5.200. Annual Budget. Each year the Board shall consider and approve a budget based upon recommendations submitted by the Executive Director. Section 5.300. Finance. All funds of the Authority will be deposited and disbursed in accordance with the applicable statutes of the State of Colorado and in accordance with actions of the Board. Section 5.400. Property. The Authority may hold property in its name as directed by resolution of the Board and as permitted by CRS §31-25-801 et seq., as amended. ARTICLE 6.000 AMENDMENTS Section 6.100. Amendments. The Bylaws of the Authority may be amended by a two- thirds vote of the Board members present at any regular or special meeting of the Board for which at least two days' advance written notice thereof has been given to all Board members, subject to final approval of such amendments by the City Council. All amendments to these Bylaws shall be filed in the office of the City Clerk of the City of Fort Collins. ARTICLE 7.000 INDEMNIFICATION Section 7.100. Indemnification. Any of the Authority's officers, Board members and employees may be indemnified or reimbursed by the Authority for reasonable expenses (including but not limited to attorneys' fees, judgments and payments of settlement) actually incurred in connection with any action, suit or proceeding, civil or criminal, actual or threatened, to which he or they may be made a party by reason of being or having been, or by reason of any actual or alleged acts performed or omitted to be performed in connection with being or having been a Board member, officer or employee of the Authority; provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding as to which he/she shall finally be adjudged to have been guilty of or liable for gross negligence or willful misconduct or criminal acts in the performance of his duties to the Authority; provided further that no person shall be so indemnified or reimbursed in relation to any matters in such action, suit or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction or the Board of the Authority acting by vote of the Board members not parties to the same or substantially the same action, suit or proceeding constituting a majority of the whole number of the Board members. The foregoing right of indemnification or reimbursement 5 shall not be exclusive of other rights to which such person, his heirs, executors or administrators may be entitled as a matter of law. Section 7.200. Insurance. The Authority may, upon the affirmative vote of the majority of its Board members, purchase insurance for the purpose of indemnifying its Board members, officers and employees to the extent that such indemnification is allowed in Section 7.100. ARTICLE 8.000 APPROVAL OF BYLAWS Section 8.100. Approval. These Bylaws, upon approval by a two-thirds vote of the members of the Board, and upon the approval of the City Council, shall be filed in the office of the City Clerk of the City of Fort Collins. 6