Example Bylaws- Rome

BY-LAWS OF
THE DOWNTOWN DEVELOPMENT AUTHORITY
OF THE CITY OF ROME

Whereas, on December 21, 1981, The Downtown Development Authority of the City of Rome (hereinafter referred to as “the Authority”) was activated by resolution of the Rome City Commission, now therefore, the directors of the Authority appointed and charged in said resolution, hereby adopt the following by-laws.

ARTICLE I: MEMBERS

Section 1. Management Powers and Qualifications. The property, affairs and business of the Downtown Development Authority of Rome shall be managed by its Directors, consisting of seven persons, appointed from time to time as provided by law. The qualifications of the Directors shall be as provided by law. Each Director shall serve for the length of time provided by law.

Section 2. Powers. The Directors shall have such power and authority as is conferred upon them by the Downtown Development Authority Law of 1981, as the same now exists or may hereafter be amended, and such other power and authority as may be contained under the Constitution and the Laws of the State of Georgia as the same may now or hereafter exist. The Authority shall exercise its powers within the Downtown Development Authority District of the City of Rome as designated in the Ordinance establishing the Authority as the Ordinance may be amended from time to time.

Section 3. Quorum. A majority of the Directors, at a meeting duly assembled, shall constitute a quorum for the transaction of business. Unless otherwise specifically required by statute or these by-laws, the act of a majority of such Directors present at a meeting at which a quorum is present shall be the act of the Authority, and if at any meeting of the Authority there shall be less than a quorum, a majority of those present may adjourn the meeting without further notice, until a quorum shall have been obtained.

Section 4. Parliamentary Procedures. In case of dispute concerning parliamentary procedures governing the conduct of meetings of the Authority, Roberts Rules of Order shall govern.

Section 5. Nominations of Members. Prior to the expiration of the term of any Director of the Authority, the Chair shall appoint the Executive Committee to act as a Nominating Committee and to submit nominations for Directors to the Rome City Commission. The City Commission may or may not appoint members from said nominations.

Section 6. Compensation of Members. Members of the Board shall serve without compensation, but shall be reimbursed for actual and necessary expenses.
Section 7. Disclosure of Conflict of Interest. A Board member who has a conflict of interest regarding any matter before the Authority shall disclose the interest prior to any action by the Authority. The disclosure shall become a part of the record. The minutes of the meeting shall reflect the member’s disclosure of such interest, the lack of influence on the decision making process, and the abstention from voting of such interested Board Member.

Section 8. Ex-Officio. The Floyd County Commission may appoint a representative to the Authority’s Board. The Board may appoint other ex-officio members as needed and deemed necessary to complete objectives. These members are nonvoting and appointed annually.

Section 9. Oath of Office. Before assuming the duties of the office, a member shall qualify by taking and subscribing to the oath of office of the City of Rome.

ARTICLE 2. MEETINGS

Section 1. Regular Meetings. Regular meetings of the Authority shall be held monthly. Notice of the time and place of such meeting may from time to time be fixed by resolution of the Authority, or if not, fixed by the Chair in the same manner as hereinafter specified for giving notice of special meetings.

Section 2. Special Meetings. Special meetings may be held upon the call of the Chair, Vice Chair, Secretary, Treasurer, or any two Directors at such time during regular business hours and at such place within the City of Rome, as shall be specified by written notice of such meeting. Notice may be delivered personally or electronic communication and shall be given at least thirty-six (36) hours prior to the time of the meeting. If written notice is sent by mail, such notice shall be mailed three (3) days prior to the time of the meeting.

Section 3. Open Meetings. All meetings of the Board are public meetings and are open to the public at all times, except as otherwise provided.

Section 4. Executive Sessions. The Board may hold executive sessions not open to the public for the purpose of dealings with land acquisition or sale, personnel matters, or legal matters.
ARTICLE III OFFICERS

Section 1. Number. The Directors shall elect from one of their numbers a Chair, Vice Chair, and a Secretary/Treasurer. The Board shall also appoint a Recording Secretary, who may be, but need not be a member.

Section 2. Election of Officers. At the first regular meeting of the year Officers shall be elected.

Section 3. Term and Removal. All Officers shall be elected by and serve at the discretion of the Directors and any Officer may be removed from office either with or without cause, at any time, by the affirmative vote of the majority of the Directors of the Authority then in office. A vacancy in any office because of death, resignation, removal, or otherwise, shall be filled by the Directors for the unexpected portion of the term. Resignation shall be submitted in writing to the Chair. Pursuant to written notice and an opportunity to be heard, a member may be removed from office for neglect of duty, including nonattendance at meetings, misconduct, or any other cause, by a majority vote.

Section 4. Powers. The powers and duties of the Officers shall be as provided from time to time by resolution or other directive of the Directors. In the absence of such provisions, respective Officers shall have the powers and shall discharge the duties customarily and usually held and performed by like Officers of Authorities similar in organization and purposes to this Authority. The Recording Secretary, if a nonmember, shall attend meetings for the purpose of recording the minutes, but shall not have any of the powers, rights, or duties of members.

Section 5. Duties and Responsibilities. The Chair shall be the chief executive officer of the Authority and shall have general and active management of the business of the Authority and shall see that all resolutions of the Authority are carried into effect. The Chair shall be an ex-officio member of all committees, unless otherwise provided. The Chair shall call meetings of the Board and shall act as Chair of such meetings.

Vice-Chair. In the event of the unavailability, disability, or death of the Chair or at the Chair’s request or when specifically authorized by the Authority, the Vice-Chair shall have the powers and perform the duties of the Chair. The Vice-Chair shall also have such powers and perform such duties as are specifically imposed upon him/her by law and as may be assigned by the Authority or the Chair.

Secretary/Treasurer. The Secretary/Treasurer shall attend all sessions of the Directors and record all votes and the minutes of all proceedings in books to be kept for that purpose. The Secretary/Treasurer shall give, or cause to be given, any notice required to be given of any meetings of the directors, and shall perform such other duties as may be prescribed by the Authority or Chair. The Secretary/Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Authority and shall deposit, or cause to be deposited, in the name of the Authority, all monies or other valuable effects, in such banks, trust companies or other depositories as shall, from time to time, be selected by the Authority; he/she shall render to the Chair and to the Directors, whenever requested, an account of the financial condition of the Authority; and in general, shall perform all the duties incident to the office of a Treasurer of a Corporation, and such other duties as may be assigned by the Directors or the Chair.

ARTICLE III FISCAL YEAR

Section 1. Time. The fiscal year of the Authority shall begin on the first day of January of each year and end on the last day of December of each year.

Section 2. Annual Meeting. The annual meeting of the Authority shall be held on the date of the first regular meeting of each year.

Section 3. Annual Audit. An annual audit of the Authority’s books will be made by the firm which audits the books of the City of Rome. A copy of the audit shall be filed with the Rome City Commission with the State Auditor, if necessary to comply with the Local Government Financial Management Standards Act (Georgia Laws, 1980, p. 1738).

ARTICLE IV CORPORATE SEAL

. Section 1. Seal. The Seal of the Authority shall consist of an impression bearing the name “Downtown Development Authority of the City of Rome” around the perimeter and the word “SEAL” and the year of activation in the center thereof. Its imprint is as follows: In lieu thereof, the Authority may use an impression or writing bearing the word “SEAL” enclosed in parentheses or scroll, which shall also be deemed the seal of the Authority.

ARTICLE V DEPOSITORIES

Section 1. Depositories. The Authority shall from time to time provide by resolution for the establishment of depositories for funds of the Authority.

Section 2. Execution of Notes, Drafts and Checks. All drafts, notes, check, etc. drawn against accounts of the Authority shall be signed by the Chair together with the Treasurer/Secretary.

ARTICLE VI COMMITTEES

Section 1. Standing or Advisory Committees. Standing or advisory committees may include a: Design Committee assigned to enhance the physical appearance of the District by rehabilitating historic buildings, encouraging supportive new construction, developing sensitive design management systems and long-term planning;
Promotions Committee to market the traditional commercial district’s assets to customers, potential investors, new businesses, local citizens and visitors;
Organizational outreach committee, assigned to build consensus and cooperation among the groups and individuals who have a role in the process;
Business Development Committee to strengthen the District’s existing economic base while finding ways to expand it to meet new opportunities and challenges; and any other standing or advisory committees as deemed necessary.
No fewer than three (3) committee members shall serve on each committee. No more than two (2) and no less than one (1) Authority Board member shall serve on one committee. The Authority Board Chair shall act as permanent member of each committee without needing to be in attendance at all meetings. The committees shall include outside consultants, residents of the City, and business people of the Downtown District appointed by the Committee Chair with consent of the Authority Chair. Standing or Advisory Committee functions are to meet, review, and make recommendations to the Board and to implement the goals and objectives of the Authority. A majority of the whole committee shall constitute a quorum and acts of a majority of the members present at a meeting shall be the acts of the committee.

Section 2. Executive Committee. The Executive Committee shall consist of the Officers of the Board. Meetings may be held from time to time, as deemed necessary. The Executive Committee may make recommendations to the Board regarding financial and administrative matters.

ARTICLE VII AMENDMENTS

Section 1. Amendments. The By-laws of the Authority shall be subject to alternation, amendment or repeal, and new by-laws not inconsistent with any laws of the State of Georgia creating this Authority may be made by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the directors. Proposed amendments shall be submitted in writing to all directors of the Authority ten (10) days prior to the meeting at which such amendment will be considered. If such written proposed amendment is submitted by mail, it shall be deemed to be delivered when deposited in the United States Mails properly addressed and with sufficient postage thereon.

ADOPTED: December 21, 1981

AMENDED: December 6, 2011

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