HomeMy WebLinkAbout2015-095-11/03/2015-APPROVING THE BYLAWS OF THE NORTHERN COLORADO REGIONAL AIRPORT COMMISSION RESOLUTION 2015-095
OF THE COUNCIL OF THE CITY OF FORT COLLINS
APPROVING THE BYLAWS OF THE NORTHERN COLORADO
REGIONAL AIRPORT COMMISSION
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WHEREAS, the City of Fort Collins ("Fort Collins") and the City of Loveland
("Loveland")jointly own, operate and maintain a regional general aviation facility known as the
Fort Collins-Loveland Municipal Airport (the "Airport'); and
WHEREAS, Fort Collins and Loveland entered into to that certain Amended and
Restated Intergovernmental Agreement for the Joint Operation of the Fort Collins-Loveland
Municipal Airport dated January 22, 2015 (the "2015 IGA"), to effectuate changes to the
governance structure of the Airport to be in the nature of a "commission' that pursues the
development of the Fort Collins-Loveland Airport as a regional airport in Northern Colorado
and named that commission the "Northern Colorado Regional Airport Commission' (the
"Commission'); and
WHEREAS, the Fort Collins. City Council approved the 2015 IGA by adoption of
Resolution 2015-003 on January 6, 2015; and
WHEREAS, the 2015 IGA requires that the Commission adopt bylaws governing the
responsibilities of the Commission consistent with the terms of the 2015 IGA and that such
bylaws be approved by the Loveland City Council and Fort,Collins City Council (jointly, the
"Councils") before going into effect; and
WHEREAS, on October 15, 2015, the Commission members, at a duly noticed meeting
and pursuant to the 2015 IGA,. unanimously adopted the Northern Colorado Regional Airport
Commission Bylaws attached hereto as Exhibit "A" and incorporated herein by reference (the
"Commission Bylaws"), subject to approval by the Councils; and
WHEREAS, the Fort Collins City Council finds that the Commission Bylaws are
consistent with the terms of the 2015 IGA, provide for the orderly operation of the Commission,
and are in the best interests of Fort Collins and the Commission.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
FORT COLLINS that the Commission Bylaws attached hereto as Exhibit "A" and incorporated
herein by reference are hereby approved and shall become effective as of the date on which such
Bylaws are approved by both the Fort Collins City Council and by the Loveland City Council.
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 3rd
day of November, A.D. 2015.
Mayor
ATTEST:
City Clerk
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EXHIBIT A
NORTHERN COLORADO REGIONAL AIRPORT COMMISSION BYLAWS
Section 1. Commission. The Northern Colorado Regional Airport Commission
("Commission") is an entity with powers specifically authorized by the Amended and Restated
Intergovernmental Agreement for the Joint Operation of the Fort Collins—Loveland Airport
("Agreement") dated January 22, 2015, between the City of Fort Collins and City of Loveland
(jointly, the "Cities").
Section 2. Commission Body.
a. Composition. The Airport Commission ("Commission") shall be comprised of
seven (7) members ("Commissioners") selected in accordance with the provision of
the Agreement.
b. Powers. All powers, privileges and duties vested in, or imposed upon, the
Commission by the Agreement shall be exercised and performed by and through the
Commission. The Commission may delegate to officers, employees, and agents of
the Commission any or all administrative and ministerial powers.
c. Vacancies. Vacancies on the Commission shall be filled in the manner provided by
the Agreement. A vacancy 'shall occur when a Commission Member is no longer
eligible to serve on the Commission due to resignation, death, incapacity, removal by-
the appointing governing body or bodies, as applicable, or disqualification based
upon the membership requirements set forth in the Agreement.
Section 3. Office.
a. Business Office. The principal business office of the Airport Commission shall be at
4900 Earhart Road, Loveland, Colorado, 80538, until otherwise designated by the
Commission.
b. Establishing Other Offices and Relocation. The Commission may, from time to
time, designate, locate and relocate its business office and such other offices as are
necessary to conduct the business of the Commission.
Section 4. Meetings.
a. Notice of Meetings.
(i) Section 4.b. shall constitute formal notice of regular meetings to Commission
Members and no other notice to Commission Members shall be required.
(ii) Notice of any regular meeting shall be posted at least twenty-four (24) hours prior
to the meeting at the officially designated location for public notice established by
the Commission.
(iii)Notice of a special meeting shall be posted least twenty-four (24).hours prior to
the meeting at the principal business office of the Commission and at the
officially designated location for public notice established by the Commission.
b. Regular Meetings. The Commission shall adopt annually by resolution a schedule of
regular meetings that sets the dates, time and location of such meetings for the
following year.
c. Open Meetings. All meetings of the Commission shall be open to the public
pursuant to the Colorado Open Meetings Law, C.R.S. §24-6-402.
d. Special Meetings. Special meetings of the Commission may be called by two (2)
Commission Members and shall be preceded by twenty-four (24) hours written
notice delivered by electronic mail to each Commission Member and a courtesy
telephone call; provided that one of such Commission Member shall be a City of
Fort Collins council member or employee and the other of such Commission
members shall be a City of Loveland council member or.employee. A Commission
Member attending a special meeting shall be deemed to have received the required
notice.
e. Executive Sessions. Executive sessions may be held at regular or special meetings
and shall be conducted according to the Colorado Open Meetings Law.
f. Adjournment and Continuance of Meetings. When a regular or special meeting is
continued to another time and place, notice need not be given if the time and place
of such continued meeting are announced at the meeting at which the continuance is
taken, except as required by law. Any business which could have been transacted at .
the original meeting may be transacted at the continued meeting.
g. Emergency Meetings. Notwithstanding any other provisions in this Section 4,
emergency meetings may be called by two (2) Commission Members in the event of
an emergency that requires immediate action by the Commission in order to protect
the public health, safety and welfare, and may be held without notice, if notice is not
practicable; provided that one of such Commission Members shall be a City of Fort
Collins council member or employee and the other' of such Commission members
shall be City of Loveland council member or employee. The.Chair or Commission
Members calling the meeting shall make reasonable efforts to give all other
Commission Members notice of and an opportunity to participate in the emergency
meeting by whatever -means are reasonable to meet the circumstances of the
emergency. Any Commission Member who signs a waiver of notice or attends the
emergency meeting shall be deemed to have received the necessary notice.- At such
emergency meeting, any action within the power of the Commission that is necessary
for the immediate protection of the public health, safety and welfare may be taken;
provided, however, that any action at an emergency meeting shall be effective only
until the first to occur of(a) the next regular meeting, or (b) the next special meeting
at which the emergency issue is on the agenda. At such subsequent meeting, the
Commission may ratify any emergency action taken. If any emergency action taken is
not ratified, then it shall be deemed rescinded as of the date of such subsequent
meeting.
Section 5. Conduct of Business.
a. No Formal Action by the Commission. No official action on any matter may be
taken by the Commission unless a quorum of the Commission is present.
b. Presence at Meetings. A Commission Member shall be considered present at a
Commission meeting if such member attends in person, by telephone or by
contemporaneous electronic media.
c. Quorum. A quorum of the Commission shall be four (4) Commission Members,
provided that one of such Commission Members shall be a City of Fort Collins
council member or employee and the other of such Commission members shall be a
City of Loveland council member or employee.
d. Vote Requirements. Any action of the Commission shall require the affirmative vote
of a majority of the Commission Members present and voting. Proxy voting shall
not be permitted.
e. Electronic Signatures. In the event the signature(s) of one or more of members of
the Commission or appointed signatories are required to execute a written document,
contract, note, bond, deed, and/or other official papers of the Commission, and the
appropriate individual(s) is unable to be physically present to sign said
documentation, such individual or individuals are authorized to execute the
documentation electronically via, facsimile or e-mail signature, unless said
documentation provides otherwise. Any electronic signature so affixed to a
document shall carry the full legal force and effect of any original, handwritten
signature. Except as approved herein, this provision of the Bylaws shall not be
interpreted as establishing Commission's consent or authorization to bind the
Commission to any transaction by the use of electronic records or electronic means.
This provision is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the
Uniform Electronic Transactions Act.
f. Motions and Resolutions. Any official action of the Commission necessary for the
governance and management of the affairs of the Commission, for the execution of
the powers vested in the Commission, and for carrying into effect the provisions of
the Agreement, shall be taken by the passage of motions or resolutions.
g. Minute Book. Within a reasonable time after passage, all resolutions, motions and
minutes of the Commission meetings shall be attested by the Vice Chair and
recorded in a visual text format that may be transmitted electronically and kept for
that purpose. Minutes of regular or special meetings shall be available for public
review as soon as practicable with appropriate cautionary language for draft meeting
minutes until acceptance of such minutes by the Commission.
h. Electronic Email. Each Commission Member shall have an electronic email address
on file with the Airport Manager which email address is regularly accessed for the
purposes of receiving notices, including notices of special meetings. '
Section 6. Officers and Personnel.
a. Election of Officers. The officers of the Commission shall be a Chair and Vice-
Chair, and such other officers and assistant officers as may be authorized by the
Commission from time to time, to perform such duties as may be approved by the
Commission. All officers shall be elected by a majority of the Commission Members
present and voting. The Chair and Vice-Chair shall be members of the Commission.
The Commission shall appoint a secretary, who need not be a member of the
Commission. At the first meeting of the Commission, the Commission Members
shall elect a Chair and Vice-Chair and appoint other officers who shall serve in their
elected or appointed capacities, as applicable, for the remainder of the 2015 calendar
year and for the full 2016 calendar year. Thereafter, officers shall be elected or
appointed, as applicable, annually by the Commission Members at the Commission's
last regularly scheduled meeting of each calendar year to serve a one-calendar year
term. Vacancies may be filled and new officers may be appointed at any meeting of
the Commission.
b. Chair. The Chair shall preside at all meetings and, except as otherwise delegated by
the Commission, shall execute on behalf of the Commission any legal instruments
approved by the Commission except contracts and agreements that may be signed by
the Airport Manager as authorized by the Commission. The Chair shall execute all
ministerial documents on behalf of the Commission. The Chair, subject to these
Bylaws, shall decide all points of order or procedure unless otherwise directed by a
majority of the Commission present. The Commission, by a majority vote of all
Commission Members, shall adopt meeting procedures that assure an orderly and
focused discussion and facilitate the input of all Commission Members.
c. Vice-Chair. The Vice-Chair shall perform all of the Chair's duties in the absence of
the Chair.
d. Additional Duties. The officers of the Commission shall perform such other duties
and functions as may be required by the Commission from time to time, by the
Bylaws or rules and regulations of Commission, by law, or by special exigencies
which shall later be,ratified by the Commission.
Section 7. Fiscal Year. The fiscal year of the Commission shall commence on January 1 of each
year and end on December 31.
Section 8. Disclosure of Conflict of Interest. A Commission Member who has a personal
interest in a matter before the Commission shall disqualify himself.or herself from considering;
discussing or voting on the matter. Being an elected official or employee of the City or the
District shall not constitute a conflict of interest.
Section 9. Modification of Bylaws. These Bylaws may be altered, amended or repealed at any
regular or special meeting of the Commission, subject to the approval of the City Councils.
Section 10. Consistency with the Agreement. These Bylaws shall be interpreted consistent with
the provisions of the Agreement. In case of conflict, the terms of the Agreement shall control.
Section 11. Severability. If any part or provision of these Bylaws is adjudged to be
unenforceable or invalid, such judgment shall not affect, impair or invalidate the remaining
provisions of these Bylaws, it being the Commission's intention that the various provisions
hereof are severable.
Approved this day of 12015.
NORTHERN COLORADO REGIONAL AIRPORT COMMISSION
By:
Cecil Gutierrez Chair
ATTEST:
Secretary
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