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HomeMy WebLinkAbout1981-127-09/01/1981-APPROVING THE BYLAWS OF THE DOWNTOWN DEVELOPMENT AUTHORITY RESOLUTION 81-127 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE BYLAWS OF THE DOWNTOWN DEVELOPMENT AUTHORITY WHEREAS, on April 21, 1981, the Council of the City of Fort Collins passed on second reading Ordinance No 46, 1981, establishing the Downtown Development Authority, and WHEREAS, on August 24, 1981, the Fort Collins Downtown Development Authority considered and approved proposed Bylaws for the Downtown De- velopment Authority, and WHEREAS, the Downtown Development Authority has recommended that City Council adopt and approve said Bylaws, and WHEREAS, the Council of the City of Fort Collins has reviewed and desires to approve the proposed Bylaws of the Downtown Development Au- thority NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS, that the Bylaws of the Downtown Development Authority be and they hereby are adopted and approved Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 1st day of September, 1981 — i,lt�la Mayor ATTEST City Clerk BYLAWS OF DOWNTOWN DEVELOPMENT AUTHORITY OF FORT COLLINS, COLORADO ARTICLE 1 000 GENERAL Section 1 000 Establishment On April 21, 1981, the Council of the City of Fort Collins passed on second reading Ordinance No 46, 1981 , of the City of Fort Collins, establishing a Downtown Development Authority known as the "Fort Collins, Colorado, Downtown Development Authority" Section 1 200 Purpose The purpose of the Authority is to aid in the development and remove pment of property within the district and the City to the extent permitted by law Section 1 300 Powers The Authority shall have all powers of Part 8 of Article 25 of TitTe-73l, Colorado Revised Statutes, 1973, and all addi- tional and supplemental powers necessary or convenient to carry out and effectuate the purposes and provisions of said Part 8 Section 1 400 Seal The Authority shall have a seal which shall be circular in form and shall have inscribed thereon the name of the Author- ity, the words, "State of Colorado and City of Fort Collins" and the word "SEAL" ARTICLE 2 000 MEMBERSHIP Section 2 100 General The Authority shall consist of boardmembers who shall be appointed -Fy—the Fort Collins City Council in accordance with §31-25-805, CRS 1973, as amended, and each boardmember so appointed shall be qualified as required by such statute At no time shall there be more than eleven or less than five boardmembers In the event any boardmember after appointment does not meet the statutory qualifications for board- members, his position shall be deemed vacated and the City Council shall appoint a new boardmember for the remainder of the term Section 2 200 Boardmembers The number and terms of boardmembers shall be determined by resolution of the Fort Collins, Colorado, City Council in accordance with §31-25-805 and §31-25-806, CRS 1973, as amended Section 2 220 Terms Except for initial appointments, each boardmember shall be appointeator a term of four years (except any member who is a member of the governing body) Initial boardmembers have been appointed for staggered terms as follows 2 boardmembers for terms expiring 6/30/82 2 boardmembers for terms expiring 6/30/83 2 boardmembers for terms expiring 6/30/84 4 boardmembers for terms expiring 6/30/85 A boardmember representing the Fort Collins City Council shall serve at the pleasure of the governing body Section 2 230 Compensation All members, including the Chairman, 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 or expiration of any one or more boardmembers' terms, the Authority may at a regular or specially called board of directors meeting, by a majority vote of qualified boardmembers present, nominate replacement boardmembers for consideration by the Fort Collins City Council In the event a board- members's term has expired, the Board may nominate him for an additional term or nominate a replacement The Fort Collins City Council is not obligated to appoint boardmembers nominated by the Authority and may appoint boardmembers of their own selection However, should the City Council fail to extend the term of or replace any existing boardmember nominated by the Authority for term extension, such boardmember shall continue to serve as a boardmember of the Authority until a successor has been appointed and qualified ARTICLE 3 000 OFFICERS AND COMMITTEES Section 3 100 Chairman The Chairman shall preside at all meetings of the Authority except as otherwise authorized by the Authority The Chair- man shall sign all contracts, deeds and other instruments made by the Authority At each meeting the Chairman shall submit such recommendations and information as he may consider proper concerning the business affairs and policies of the Authority Section 3 110 Election On April 27, 1981, the Board elected, by majority vote a T airman who shall serve until the first regularly scheduled meeting of the Board in July of 1982 In July of 1982 and each year thereafter, a Chairman shall be elected from the boardmembers to preside at the meetings of the Board The Chairman shall have full power to vote on any issue except as otherwise provided herein The Chairman shall serve until election of the new Chairman at the first regular meeting the following July, at which time the Chairman may be renominated or a new Chairman may be elected -2- Section 3 200 Vice Chairman The Vice Chairman shall perform the duties of the Chairman in the a Bence or incapacity of the Chairman In case of the resignation or death of the Chairman, the Vice Chairman shall perform such duties as are imposed on the Chairman until such time as the Authority shall select a new Chairman The Vice Chairman shall be elected from the boardmembers in the same manner and at the same time as the Chairman 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 by majority vote of its members voting thereon may delegate such responsibility to the 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 official Seal and of all records, documents or other papers not required to be maintained by the Treasurer The Secretary shall attend all meetings of the Board and keep a record of all its pro- ceedings, 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 the Authority Section 3 500 Election of the Treasurer and Secretary, Assistants The Treasurer and Secretary shall e elected rom the boardmembers in the same manner and at the same time as the Chairman The Board shall have the authority to authorize positions for Assistant Treasurer and Assistant Secretary who shall perform such functions as authorized by the Board Salaries for such positions shall be set by the Board Section 3 600 Director Pursuant to the requirements of 31-25-815, CRS 1973, a Director shall be employed for the Downtown Development Authority Section 3 610 Appointment The Director shall be appointed by the Board and sha serve at the pleasure of the Board Compen- sation to be paid to the Director shall be established by the Board Section 3 620 Responsibility The Director shall be the chief executive officer of the Authority and shall have supervision over, and be responsible for, the performance of the functions of the Authority Notwithstanding other items within these Bylaws, the Director may expend funds for normal and necessary expenses provided that the Treasurer also signs vouchers The Director shall also provide periodic financial statements and reports to the Board as required -3- Section 3 630 Staff The Authority may, by majority vote, authorize the Director to hire subordinate staff In such event, the Director shall be responsible for supervising such staff and providing reports to the Board Subordinate staff shall serve under the direction of the Director Section 3 640 Bond The Board may require a bond from the Director or by reso-T—ution waive the bond requirement Section 3 650 Preparation of Budget The Director shall annually prepare a Budget and submit it to the Board for its approval in accordance with applicable State statutes The budget shall indicate the amount of compensation to be paid staff and the amounts to be devoted to specific Authority projects Section 3 700 Additional Duties All officers shall perform additional duties as directed by the Board Section 3 800 Committees The Board may establish committees to investi- gate and report to the Authority or to perform such other duties as the Authority may decide Such committees shall be headed by a boardmember and shall consist of such other persons as a majority of the Authority 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 boardmember for three consecutive regular meetings, a letter may be written by the Director, at the direction of the Board, to the Fort Collins City Council requesting removal of that boardmember pursuant to these rules Section 4 200 Special Meetings Special meetings of the Authority may be called by the Authority Chairman or by three boardmembers at a convenient place and time, provided not less than a quorum of all boardmembers are in attendance and written notice has been given to each boardmember at least two days in advance of such meeting stating the time and location within the City of Fort Collins at which the meeting is to be held Consent to such special meeting or attendance at such meeting by a boardmember shall be deemed a waiver of the notice requirement for such boardmember Section 4 300 Open Meetin s All meetings and records of the Board or any committee thereofs a e open to the public except for portions of such meetings and records dealing with personnel matters, negotiations for acquisition or financing of real property acquisitions, or privileged meetings with counsel for the Authority -4- Section 4 400 Quorum The quorum necessary to conduct all regular business shall be a majority of all regular boardmembers Section 4 500 Vo�tinq 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 shall be conducted under the most recent edition o "Roberts ' Rules of Order" , revised, except as otherwise provided by these By-Laws and Statute 31-25-801, et seq , CRS 1973, as amended from time to time ARTICLE 5 000 CONTRACTS, FINANCE Section 5 100 Contracts The Board may authorize by resolution the Chairman or 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 5 200 Annual Budget Each year the Board shall consider and approve a budget base upon that submitted by the Director Section 5 300 Finance All funds will be deposited and disbursed in accordance with the applicable statutes of the State of Colorado and with actions of the Board of Directors that may from time to time be taken Section 5 400 Property The Authority may hold property in its name as directed by reso —uTion of the Board and as permitted by §31-25-801 et seq , CRS 1973, as amended ARTICLE 6 000 AMENDMENTS Section 6 100 Amendments The Bylaws of the Authority may be amended at any regular or special meeting by a two-thirds vote of the Board, subject to final approval of such amendments by the Fort Collins City Council No such amendment shall be adopted unless at least two days' written notice thereof has been previously given to all members of the Authority All amendments to these Bylaws shall be filed in the office of the Clerk of the City of Fort Collins ARTICLE 7 000 INDEMNIFICATION Section 7 100 Indemnification Any of the Authority's officers, direc- tors 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 -5- with any action, suit or proceeding, civil or criminal , actual or threaten- ed, 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 boardmember, 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 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 relations 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 Directors of the Authority acting by vote of the directors, not parties to the same or substantially the same action, suit or proceeding constituting a majority of the whole number of the boardmembers 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 of Directors, purchase insurance for the purpose of indemnifying its boardmembers, officers and other 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 Fort Collins City Council , shall be filed with the City Clerk -6-