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RES-ORA-0351 Amending Bylaws of the Orange Redevelopment AgencyRESOLUTION NO. ORA- 0351 RESOLUTION OF THE ORANGE REDEVELOPMENT AGENCY AMENDING THE BYLAWS OF THE ORANGE REDEVELOPMENT AGENCY WHEREAS, the City Council of the City of Orange has organized itself as the Orange Redevelopment Agency (hereinafter referred to as the "Agency"); and WHEREAS, the Agency by Resolution No. ORA..-0002 approved Bylaws for the conduct of its business (the "Original Bylaws"); and WHEREAS, the Agency by Resolution No. ORA-0296, adopted on November 14, 1995,amended its Original Bylaws in its entirety (the "Bylaws"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference; and WHEREAS, certain minor amendments to the Bylaws are appropriate to facilitate the orderly conduct of business of the Agency;NOW, THEREFORE, THE ORANGE REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: SECTION I:Section 3.01 of the Bylaws is hereby amended to read in its entirety as follows:Section 3.01. Annual Meetings. The Annual Meeting of the Agency shall be held on the fourth Tuesday in October at 4:30 p.m. in the Chambers of the City Council, 300 East Chapman Avenue, Orange, California, for the purpose of (a) considering the annual report of the Agency for the next preceding fiscal year in accordance with Section 33080.1 of the Health and Safety Code of the State of California, and (b) transacting such other business as may come before the Agency.In the event such Tuesday is a legal holiday, the Annual Meeting shall convene on the next day at the hour of 4:30 p.m."SECT][ ON II:Section 3.02 of the Bylaws is hereby amended to read in its entirety as follows:Section 3.02. Regular Meetings. The regular meetings of the Agency shall be held without official notice on the second and fourth Tuesday of each month at 4:30 p.m. in the Chambers of the City CounciL 300 East Chapman Avenue, Orange, California. In the event any such Tuesday is a legal holiday, the regular meeting shall convene on the next day at the hour of 4:30 ADOPTED this 24th day of November 199~. ATTEST: jh>C~ Clerk, Orange R velopment Agency I hereby certify that the foregoing Resolution was duly and regularly adopted by the Orange Redevelopment Agency at a regular meeting thereof held on the ~ day of Novemb.:;!r , 199~, by the following vote: AYES: NOES: ABSENT: ABSTAIN: DIRECTORS: MURPHY, ,sLATER, COONTZ, SPURGEON, ALVAREZ DIRECTORS: NONE DIRECTORS: NONE DIRECTORS: NONE j I~~~ Clerk, Orange Red elopment Agency Reso ORA.-0351 2- Exhibit "A" BYLAWS OF THE ORANGE REDEVELOPMENT AGENCY ARTICLE I - THE AGENCY Section 1.01. Name of Agency. The official name of the Agency shall be the "Orange Redevelopment Agency. "Section 1.02. Seal of Agency. The seal of the Agency shall be in the form of a circle and shall bear the name of the Agency and the year of its organization.Section 1.03. Office of Agency and Place of Meeting. The office of the Agency shall be at 230 East Chapman Avenue, Orange, California, and the official place of meeting shall be at City Hall, 300 East Chapman Avenue, Orange, California, but the Agency may hold its meeting at any place in the City of Orange, California, which the Agency may from time to time designate by resolution.Section 1.04. Powers. The powers of the Agency shall be vested in the members thereof then in office, who reserve unto themselves the right to delegate by resolution such powers as are appropriate and permissible by law.Section 1.05. Members. The members of the Agency shall be the members of the City Council of the City of Orange.ARTICLE II - OFFICERS AND EX OFFICIO POSITIONS Section 2.01. Officers. The officers of the Agency shall be a Chairman and a Vice Chairman. Ex officio positions acting as its staff shall be an Executive Director, Assistant Executive Director, Clerk, Finance Officer and General Counsel.11114/95 EXHIBIT" A"Page I of g)sharc:Bvlilws 0_____ Section 2.02. Chairman. The Chairman of the: Agency shall be the Mayor of the City of Orange elected as provided by statute. The Chairman shall preside at all meetings of the Agency. Except as otherwise authorized by resolution of the Agency or the provisions of these Bylaws, the Chairman shall have the authority to sign on behalf of the Agency all contracts, deeds and other instruments made by the Agency. At e.'1ch meeting, the Chairman shall submit recommendations and information as the Chairman may consider proper concerning the business, affairs and policies of the Agency. Section 2.03. Vice Chairman. The Vice Chairman shall be the Mayor Pro Tern of the City of Orange elected as provided by law. The Vice Chairman shall perform the duties of the Chairman in the absence 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 City Council of the City of Orwge shall appoint a successor Mayor or cause an election of same. Section 2.04. Executive Director. The Executive Director shall be appointed by the Agency and shall serve at the pleasure of the Agency. The Executive Director shall have general supervision over the administration of Agency business and affairs, subject to the direction of the Agency. The Executive Director shall have the authority to sign on behalf of the Agency all contracts, deeds and other instruments made by the Agency. The Assistant Executive Director shall perform the duties of the Executive Director in the absence or incapacity of the Executive Director. ection 2.05. Assistant Executive" Director. The Assistant Executive Director shall be appointed by the Agency and shall serve at the pleasure of the Agency. The Assistant 11/14/S,)EXHIBIT "A" Pa~2c 2 of 8)h.1rc: B'.I:I\l,'S Executive Director shall have the day-to-day, operational responsibility for the administration of Agency business and affairs, subject to the direction of the Executive Director and the Agency.Section 2.06. Clerk. The Clerk shall be appointed by the Agency and shall serve at the pleasure of the Agency. The Clerk shall keep the records of the Agency, act as secretary at meetings of the Agency, record all votes and keep a record of the proceedings of the Agency in a journal of proceedings to be kept for such purpose, and perform all duties incident to the Clerk's office. The Clerk shall maintain a record of all official proceedings of the Orange Redevelopment Agency and the redevelopment program. The Assistant Clerk shall perform the duties of the Clerk in the absence of incapacity of the Clerk.Section 2.07. Finance Officer. The Finance Officer shall be appointed by the Agency and shall serve at the pleasure of the Agency. The Finance Officer shall have the care and custody of all funds of the Agency and shall deposit same in the name o(the Agency in such bank or banks as the Agency may select. The Finance Officer shall sign all orders and checks for the payment of money and shall payout and disburse such monies under the direction of the Agency. Except as otherwise authorized by resolution of the Agency, all such orders and checks shall be countersigned by the Chairman. The Finance Officer shall keep regular books of accoLnt, showing receipts and expenditures, and shall render to the Agency at each regular meeting, or more often when requested, an account of transactions and the financial conditions of the Agency. The Finance Officer shall give slIch bond for faithful performance of the Finance Officer's duties as the Agency may determine.11/14/95 EX I- lIBIT "A"Pageloj ~)har..: ection 2.08. General Counsel. The General Counsel shall be appointed by the Agency and shall serve at the pleasure of the Agency. The General Counsel shall be responsible for the preparation of all proposed resolutions, laws, rules, contracts, bonds and other legal papers for the Agency. The General Counsel shall give advice or opinions in writing to the Chairman or other Agency officers whenever requested to do so. The General Counsel shall attend to all suits and other matters to which the Agency is part or in which the Agency may be legally interested and do such other things pertaining to the General Counsel's office as the Agency may request. The Agency may appoint Special Counsel to give advice to the Agency and to provide an y part of the services described in this Section 2.07. Such Special Counsel shall serve at the pleasure of the Agency. Section 2.09. Compensation. The members of the Agency shall receIve such compensation as the City Council prescribes, but said compensation shall not exceed that amount as set forth in Section 33114.5 of the Health & Safety Code as such Section may from time to time be amended. Section 2.10. Additional Duties. The officers and ex officio positions of the Agency shall perform such other duties and functions as may from time to time be required by the Agency or the Bylaws or rules and regulations of the Agency. Section 2.11. Election or ApQQjntmellL.'2f QJficer~. Ex officio positions shall be appointed at the annual meeting of the Agency. Section 2.12. Absences and Vacar1cies. In the temporary absence of the Chairman and Vice Chairman, the Agency members shall elect a member present as temporary Chairman for r 11/14/95 EXHIBIT" A" Page -+ or X)harLByl.l\l. S Section 3.03. Special Meetings. The Chairman of the Agency may, when it is deemed expedient, and shall, upon the written request of two (2) members of the Agency, call a special meeting of the Agency for the purpose of transacting the business designated in the call. The means and method for calling such special meeting shall be as set forth in the Ralph M. Brown Act, California Government Code Sections 54950, et seq., as it now exists or may hereafter be amended. At such special meeting, no business shall be considered other than as designated in the call. Section 3.04. Ouonlm. Three (3) members of the Agency shall constitute a quorum for the purpose of conducting Agency business, exercising Agency powers and for all other purpose:~, but a smaller number may adjourn from time to time until the quo<um is obtained. Every official act of the Agency shall be adopted by a majority vote. A "majority vote" shall mean a majority of all members present when a quorum is present. ection 3.05. Order of Business. At the regular meetings of the Agency, the following shall be the order of business: 1) Roll Call; 2) Approval of the minutes of the previolls meeting; 3) Consent Calendar; 4) Reports from Directors; 5) Reports from Boards, Committees and Commissions 6) Administrative Reports; 7) Reports from Executive Director 11/14/95 EXHIBlT "A" Pa~',e 6 of SIhar.~ B '; j;\ \~ S the purpose of conducting meetings and performing the duties of Chairman. Should the offices of Chairman and Vice Chairman become vacant, their successors shall be as appointed by the City Council of the City of Orange as Mayor or Mayor Pro Tem, respectively, or as elected as provided by law. Should any ex officio position become vacant, the Agency shall appoint a successor within a reasonable time or, by resolution, determine that such office shall remain vacant for an indefinite period of time. Section 2.13. Additional Personnel. The Agency may from time to time appoint or employ such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by the California Community Redevelopment Law and all other laws of the State of California applicable thereto. The selection, duties and compensation of such personnel shall be determined by the Agency, subject to the laws of the State of California. ARTICLE III - MEETINGS Section 3.01. Annual Meetings. The Annual Meeting of the Agency shall be held on the fourth Tuesday in November at 7 p. m. in the Chambers of the City Council, 300 East Chapman Avenue, Orange, California. In the event such date shall fall on a legal holiday, the Annual Meeting shall be held on the next regularly scheduled meeting of the Orange Redevelopment Agency.Section 3.02. Regular Meetil]g. The regular meetings of the Agency shall be held without official notice on the second and fourth Tuesday of each month at 4:30 p. Ill. in the Chambers of the City Council, 300 East Chapman Avenue, Orange, California. In the event such date shall fall on a legal holiday I the Annual Meeting shall be held on the next regularly scheduled meeting of the Orange Redevelopment Agency.11114/ 95 EXHIBIT .. A"Page' io( S)11:1[-1-.' !h Ll .\'" 8) Legal Affairs; 9) Oral Presentations;10) Public Hearings 11) Planning and Environment;12) Oral Presentations;13) Adjournment.All resolutions shall be in writing and designated by number, reference to which shall be inscribed in the minutes and an approved copy of each resolution filed in the official book of resolutions of the Agency.Section 3.06. 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 members, shall be by roll call, and the ayes, noes and members present not voting shall be entered upon the minutes of such meeting, except on the election of officers, which may be by ballot.Section 3.07. Parliamentary Procedure. Unless a different procedure is established by resolution of the Agency or set forth in these Bylaws, the rules of parliamentary procedure as set forth in Robert's Rules of Order Revised shall govern all meetings of the Agency.ARTICLE IV . AMEr\DMENTS Section 4. 01. Amendments to Bylaws. The Bylaws of the Agency may be amended by the Agency at any regular or special me'.:ting by majority vote provided that no such amendment shall be adopted unless at l~lst seven (7) days' written notice thereof has been III 14/ 95 EXHIBIT" A"Page 7 of R)sharo.:. Bylaws previously given to all members of the Agency. Such notice shall identify the section or sections of the Bylaws proposed to be amended. ARTICLE V - CONFLICTS Section 5.01. Conflicts. Conflicts shall be determined and governed by a Conflict of Interest Code adopted by the Agency and approved by the City Council.11/ 14/95 EXHIBIT" A"Page 8 of 8)sitar..: Ryhw~; Exhibit" A" BYLAWS OF TH~:: ORANGE REDEVELOPMENT AGENCY ARTICLE I - THE AGENCY Section 1.01. Name of Agency. The official name of the Agency shall be the "Orange Redevelopment Agency."Section 1.02. Seal of Agency. The seal of the Agency shall be in the fonn of a circle and shall bear the name of the Agency and the year of its organization.Section 1.03. Office of Agency and Place of Meeting. The office of the Agency shall be at 230 East Chapman Avenue, Orange, California, and the official place of meeting shall be at City Hall, 300 East Chapman Avenue, Orange, California, but the Agency may hold its meeting at any place in the City of Orange, California, which the Agency may from time to time designat':: by resolution.Section 1.04. Powers. The powers of the Agency shall be vested in the members thereof then in office, who reserve unto themselves the right to delegate by resolution such powers as are appropriate and permissible by law.ection 1.05. Members. The members of the Agency shall be the members of the City Council of the City of Orange.ARTICLE II - OFFICERS AND EX OFFICIO POSITIONS Section 2. 01. Officers. The officers of the Agency shall be a Chairman and a Vice Chairm.m. Ex Officio positions acting as its staff shall be an Executive Director, Assistant Executive Director, Clerk, Finance Officer and General Counsel.Page 1 of?) Section 2.02. Chairman. The Chairman of the Agency shall be the Mayor of the City of Orange elected as provided by statute. The Chairman shall preside at all meetings of the Agency. Except as otherwise authorized by resolution of the Agency or the provisions of these Bylaws, the Chairman shall have the authority to sign on behalf of the Agency all contracts, deeds and other instruments made by the Agency. At each meeting, the Chainnan shall submit recommendations and information as the Chairman may consider proper concerning the business, affairs and policies of the Agency. Section 2.m. Vice Chairman. The Vice Chairman shall be the Mayor Pro Tern of the City of Orange elected as provided by law. The Vice Chairman shall perfonn the duties of the Chainnan in the absence or incapacity of the Chairman. In case oftlu:: resignation or death of the Chaimr1an, the Vice Chairman shall perform such duties as are impclsed on the Chairman until such time as the City Council of the City of Orange shall appoint a successor Mayor or cause an election of same. Section 2.04. I~xecutive Director. The Executive Director shall be appointed by the Agency and shall serve at the pleasure of the Agency. The Executive Director shall have general supervision over the administration of Agency business and affairs, subject to the direction of the Agency. The Executive Director shall have the authority to sign on behalf of the Agency all contraGts, deeds and other instruments made by the Agency. The Assistant Executive Director shall perform the duties of the Executive Director in the absence or incapacity of the Executive Director. Section 2.05. Assistant Executive Director. The Assistant Executive Director shall be appointed by the Agency and shall serve at the pleasure of the Agency. The Assistant Executive Director shall have the day-to-day, operational responsibility for the administration of Agency business and affairs, subject to the direction of the Executive Director and the AgCllCY.Page Section 2. 06. Clerk. The Clerk shall be appointed by the Agency and shall serve at the pleasure of the Agency. The Clerk shall keep the records 0 f the Agency, act as secretary at meetings ofthe Agency, record all votes and keep a record of the proceedings of the Agency in a journal of proceedings to be kept for such purpose, and perform all duties incident to the Clerk's office. The Clerk shall maintain a record of all official proceedings of the Orange Redevelopment Agency and the redevelopment program. The Assistant Clerk shall perfornl the duties of the Clerk in the absence of incapacity of the Clerk.Section 2. 07. Finance Officer. The Finance Officer shall be appointed by the Agency and shall serve at the pleasure of the Agency. The Finance Officer shall have the care and custody of all funds of the Agency and shall deposit same in the name of the Agency in such bank or banks as the Agency may select. The Finance Officer shall sign all orders and checks for the payment of money and shall payout and disburse such monies under the direction of the Agency. Except as otherwise authorized by resolution of the Agency, all such orders and checks shall be countersigned by the Chairman. The Finance Officer shall keep regular books of account, showing receipts and expenditures, and shall render to the Agency at each regular meeting, or more often when requested, an account of transactions and the financial conditions of the Agency. The Finance Officer shall give such bond for faithful performance of the Finance Officer's duties as the Agency may determine.Section 2. 08. General Counsel. The General Counsel shall be appointed by the Agency and shall serve at the pleasure of the Agency. The General Counsel shall be responsible for the preparation of all propos1ed resolutions, laws, rules, contracts, bonds and other legal papers for the Agency. The General Counsel shall give advice or opinions in writing to the Chairman or other Agency officers whenever requested to do so. Th(~ General Counsel shall attend to all suits Page 3 of 7) and other matters to which the Agency is part or in which the Agency may be legally interested and do such other things pertaining to tIie General Counsel's office as the Agency may request. The Agency may appoint Special Counsel to give advice to the Agency and to provide any part of the services described in this Section 2.07. Such Special Counsel shall serve at the pleasure of the Agency. Section 2.09. Compensation. The members of the Agency shall receive such compensation as the City Council prescribes, but said compensation shall not exceed that amount as set forth in Section 33114.5 of the Health and Safety Code as sucl) Section may from time to time be amended. Section 2.10. Additional Duties. The officers and ex officio positions of the Agency shall perform such other duties and functions as may from time fo time be required by the Agency or the Bylaws or rules and regulations ofthe Agency. Section 2.11. Election or Appointment of Officers. Ex officio positions shall be appointed at the annual meeting of the Agency. Section 2.12. Absences and Vacancies. In the temporary absence of the Chairman and Vice Chairman, the Agency members shall elect a member present as temporary Chairman for the purpose of conducting meetings and performing tbe duties of Chaim1an. Should the offices of Chairman and Vice Chairman become vacant, their successors shall be as appointed by the City Council of the City of Orange as Mayor or Mayor Pro Tern, respectively, or as elected as provided by law. Should any ex officio position become vacant, the Agency shall appoint a successor within a reasonable time or, by resolution, detem1ine that such office shall remain vacant for an indefinite period of time. Section 2.13. Additional Personnel. The Agency may from time to time appoint or employ such personnel as it deems necessary to exercise its powers, duties and functions as Pal!e 4 .of 7) prescribed. by the California Community Redevelopment Law and all other laws of the State of California applicable thereto. The selection, duties and compensation of sllch personnel shall be determined by the Agency, subject to the laws of the State of California. ARTICLE III - M}:ETINGS St;: ction 3.01. Annual Meetings. The Annual Meeting of the Agency shall be held on the second Tuesday in December at 4:30 p.m. in the Chambers of the City Council, 300 East Chapman Avenue, Orange, California, for the purpose of (a) considering the annual report of the Agency for the next preceding fiscal year in accordance ,>vith Section 33080.1 of the Health and Safety Code of the State of California, and (b) transacl~ing such other business as may come before the Agency. In the event such Tuesday is a legal holiday, the Annual Meeting shall convene on the next day at the hour of 4:30 p.m.Section 3. 02. Regular Meetings. The regular meetings of the Agency shall be held without official notice on the second and fourth Tuesday of each month at 4:30 p.m. in the Chambers of the City Council, 300 East Chapman Avenue, Orange, California. In the event any such Tuesday is a legal holiday, the regular meeting shall convene on the next day at the hour of 4:30 p.m.Section 3. 03. Special Meetings. The Chairman of the Agency may, when it is deemed expedient, and shall, upon the written request of two (2) members of the Agency, call a special meeting of the Agency for the purpose of transacting the business designated in the call. The means and method for calling such special meeting shall be as set forth in the Ralph M. Brown Act, California Government Code Sections 54950, et seq., as it now exists or may hereafter be amended. At such special meeting, no business shall be considered other than as designated in the call. Page 5 of 7) Section 3.04. Quorum. Three (3) members of the Agency shall constitute a quorum for the purpose of conducting Agency business, exercising Agency powers for all other pUrP~ses, but a smaller number may adjourn from time to time until the quorum is obtained. Every official act of the Agency shall be adopted by a majority vote. A "majority vote" shall mean a majority of all members present when a quorum is present. Section 3.05. Order of Business. At the reguJlar meetings of the Agency, the following shall be the order of business: 1) Roll Call; 2) Approval of the minutes of the previous meeting; 3) Consent Calendar; 4) Reports from Directors; 5) Reports from Boards, Committees and Commissions; 6) Administrative Reports; 7) Reports from Executive Director; 8) Legal Affairs; 9) Oral Presentations~ 10) Public Hearings; 11) Planning and Environment; 12) Oral Presentations; 13) Adjournment. All resolutions shall be in writing and designated by number, reference to which shall be inscribed in the minutes and an approved copy of each resolution filed in the official book of resolutions of the Agency. PilPP () nf 7\ Section 3.06. 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 members, shall be by roll call, and the ayes, noes and members present not voting shall be entered upon the minutes of such meeting, except on the election of officers, which may be by balJlot. Section 3.07. Parliamentary Procedure. Unless a different procedure is established by resolution of the Agency or set forth in these Bylaws, the mles of parliamentary procedure as set forth in Robert's Rules of Order Revised shall govern all meetings of the Agency. ARTICLE IV - AMENDMENTS Section 4.01. Amendments to Bvlaws. The Bylaws of the Agency may be amended by the Agency at any regular or special meeting by majority vote provided that no such anlendment shall be adopted unless at least seven (7) days' written notice thereof has been previously given to all mc::mbers of the Agency. Such notice shall identify the section or sections of the Bylaws proposed to be amended.ARTICLE V - CONFLICTS Section 5. 01. Conflicts. Conflicts shall be detennined and governed by a Conflict of Interest Code adopted by the Agency and approved by the City Council.n:econdev: misc:Agency Bylaws 060899 Page 7 of 7)