Adopt a Resolution Approving the Amended and Restated Bylaws and Rules of Procedure

CITY / SA / HA / FA MEETING DATE: April 15, 2014 AGENDA CATEGORY:

ITEM TITLE: ADOPT RESOLUTION AMENDING AND BUSINESS SESSION: RESTATING BYLAWS AND RULES OF PROCEDURE

CONSENT CALENDAR:

STUDY SESSION:

PUBLIC HEARING:

RECOMMENDED ACTION:

Adopt a resolution approving the Amended and Restated Bylaws and Rules of Procedure.

EXECUTIVE SUMMARY: ______:  Due to changes in law, policy, and/or practice, amendments_____ to the Rules of Procedure (“Rules”) are necessary from time-to-time.

 At the January 21, 2014 Council meeting, Council formed an Ad Hoc Committee consisting of Councilmembers Evans and Franklin to review the Rules.

 A thorough examination of all sections of the Rules was undertaken to incorporate changes in State law, improvements in technology, increased emphasis on transparency, and evolved practices.

 The Council Rules will now be the master document containing all matters common to every City government body. The Housing Authority, Financing Authority, and Successor Agency Rules are consistent with each other and contain only the provisions specific to that government body.

FISCAL IMPACT:

Financing Authority and Successor Agency Members serve without pay, but Housing Authority Members are entitled to $50 per meeting. The anticipated savings due to the reduction of regular Housing Authority meetings from monthly

to quarterly is $1,600 in salaries (Councilmember Henderson waives pay for these meetings.) Savings of paper, equipment wear and tear, and staff time will also result from the reduction in agenda packet production.

BACKGROUND/ANALYSIS:

With the exception of sections discussed below, all changes to the Rules reflect current practice, recently enacted State law, or accomplish the goals of logical organization and consistency.

HOUSING AUTHORITY Section 5 Regular Meetings – The Housing Authority has been meeting monthly since it was established in October 2009. The dissolution of the Redevelopment Agency and the completion of several major housing projects have slowed housing development activity. Staff estimates that quarterly meetings will be sufficient to address housing business going forward. If an additional meeting is needed, a special meeting may be called at any time.

FINANCING AUTHORITY The Financing Authority, which was created in 1988, did not have formal Rules but the Joint Exercise of Powers Agreement (JEPA) that established the Authority, and Resolution Nos. FA1988-001, FA2006-003 addressed many of the matters typically included in Rules documents. The new Rules were created by pulling relevant provisions from these three documents and using the amended and restated Housing Authority Rules document as a template. A redlined version of the Financing Authority Rules is included as Attachment 2.

Section 5 Meetings – From 1988 to 2006, the Financing Authority was only required to meet on the first Tuesday of the month preceding the date it expected to purchase bonds or other evidence of indebtedness. During the years 1988 to 1999, the Authority met, on average, three times per year. Starting in 2000 and continuing to the present, the Authority has met monthly. There is no record of Authority Members formalizing this change, nor is there any staff report or minutes addressing it until 2006. The change to monthly meetings was formalized with the adoption of Resolution No. FA2006-003 but the accompanying staff report and resolution “whereas” sections do not explain the reason for the change to monthly meetings.

Based on research of State and Municipal Code, meeting requirements for the Financing Authority are not specific days, or frequency. Financing Authorities are only required to meet to take action on certain matters. Therefore, the text of Section 5 calls for meetings to occur as needed to take action on necessary annual budgets, annual investment policies, annual financial reports, and bond items. Since no regular meeting day is being set, as-needed meetings will be labeled

special meetings. To each meeting called, staff will add Consent Calendar items such as approval of minutes, revenue and expenditure report(s), and treasurer’s reports that are pending since the last meeting. No operational problem or conflict with State Code arises from less frequent approval of minutes or routine Finance Department reports.

SUCCESSOR AGENCY The Successor Agency has not adopted Rules. In developing Rules for the Agency, the amended and restated Housing Authority Rules template was used since most provisions are common to both bodies.

Section 5 Meetings – The Successor Agency has been meeting twice per month following every Council meeting since its creation in 2012. The purpose of the Agency is to wind down the affairs of the dissolved Redevelopment Agency and as such, the text of Section 5 states that it shall meet as needed when action is required on these matters. State law is silent on the frequency of Agency meetings. As with the Financing Authority above, staff will bring accumulated minutes and finance reports to each meeting called and meetings will be labeled special meetings.

ALTERNATIVES:

With the exception of provisions required by State law, Council may add, delete, or amend any existing or proposed section of the Rules.

Report prepared by: Susan Maysels, Secretary Report approved for submission by: Frank J. Spevacek, Executive Director

Attachments: 1. Housing Authority Rules of Procedure – redlined

RESOLUTION NO. HA 2014 -

A RESOLUTION OF THE LA QUINTA HOUSING AUTHORITY OF THE CITY OF LA QUINTA, CALIFORNIA, ADOPT AMENDED AND RESTATED BYLAWS AND RULES OF PROCEDURE FOR MEETINGS, RELATED FUNCTIONS, AND ACTIVITIES

WHEREAS, the City Council of the City of La Quinta (“City Council” or “City,” as applicable) established the La Quinta Housing Authority (the “Housing Authority”) in 2009 to function in the City of La Quinta in accordance with the California Housing Authorities Law (Health and Safety Code Section 34200 et seq.); and

WHEREAS, pursuant to Section 34311(e) of the California Health and Safety Code, the Housing Authority may adopt bylaws and regulations to carry into effect the powers and purposes of the Housing Authority; and

WHEREAS, by Resolution No. HA 2012-002 adopted January 17, 2012, the City Council elected to have all rights, powers, assets, liabilities, duties, and obligations associated with the housing activities of the La Quinta Redevelopment Agency transferred to the La Quinta Housing Authority pursuant to Health & Safety Code Section 34176(b)(2); and

WHEREAS, the Authority desires to adopt amended and restated bylaws and rules of procedure for the general operation of the Authority and conduct of its meetings, which shall supersede previous resolutions addressing these matters.

NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the La Quinta Housing Authority as follows:

SECTION 1. The Amended and Restated Bylaws and Rules of Procedure of the La Quinta Housing Authority, a copy of which is attached hereto as Exhibit “A” and incorporated herein are hereby approved.

SECTION 2. The Housing Authority Chairperson and Executive Director are authorized and directed to take such actions and execute such documents as may be necessary to implement and affect this Resolution and the Bylaws on behalf of the Housing Authority.

SECTION 3. The Secretary shall certify to the adoption of this Resolution.

Resolution No. HA 2014-___ Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 2 of 7

PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta Housing Authority held on this ___ day of 2014, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

______TERRY HENDERSON, Chairperson La Quinta Housing Authority

ATTEST:

______SUSAN MAYSELS, Secretary La Quinta Housing Authority

(AUTHORITY SEAL)

APPROVED AS TO FORM:

______M. KATHERINE JENSON, Authority Counsel La Quinta Housing Authority

Resolution No. HA 2014-___ Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 3 of 7 EXHIBIT A AMENDED AND RESTATED BYLAWS AND RULES OF PROCEDURE OF THE LA QUINTA HOUSING AUTHORITY

SECTION 1. CITY COUNCIL RULES OF PROCEDURE INCORPORATED Except as provided otherwise herein, all the provisions of the Rules of Procedure for City Council Meetings and Related Functions and Activities shall apply to the La Quinta Housing Authority and are hereby incorporated by reference as currently written and as amended from time to time.

SECTION 2. NAME OF AUTHORITY. The official name of the City of La Quinta Housing Authority shall be the "La Quinta Housing Authority" (herein referred to as "Authority").

SECTION 3. SEAL OF AUTHORITY. The seal of the Authority shall be in the form of a circle and shall bear the name of the Authority and the year of its organization.

SECTION 4 . OFFICE OF AUTHORITY AND PLACE OF MEETING. The office and regular place of meeting of the Authority shall be at the La Quinta City Hall, 78-495 Calle Tampico, La Quinta, California. The Authority may hold its meetings at such other locations as the Authority may from time to time designate by resolution, in the order of adjournment, or notice of call of any special meeting.

SECTION 5. REGULAR MEETINGS Regular meetings of the Authority shall be held on the third Tuesday of January, April, July and October at the time designated in the Rules of Procedure for Council Meetings and Related Functions and Activities, as it currently exists or as it is amended in the future. In the event a day of meeting falls on a legal holiday, said meeting shall be held on the next business day.

SECTION 6. POWERS. The Authority shall be vested with all the rights, powers, duties, privileges, and immunities established by the California Housing Authorities Law (Health and Safety Code Sections 34200, et seq.) (the "Housing Authorities Law") which powers shall be vested in the board members thereof then in office, who reserve unto themselves the right to delegate such powers as are appropriate and permissible by law. Resolution No. HA 2014-___ Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 4 of 7

SECTION 7. BOARD MEMBERS. Notwithstanding that the Housing Authorities Law describes the members of the Authority as "commissioners," to avoid confusing the members of the Authority with the members of the La Quinta Housing Commission, the members of the Authority shall be referred to as "board members.” Nothing in these Bylaws and Rules of Procedure or in any other document of the Housing Authority shall be intended to bestow greater authority on the members of the Authority than is otherwise permitted or required by the Housing Authorities Law. The board members of the Authority shall be the members of the La Quinta City Council.

SECTION 8. OFFICERS AND OFFICIALS The officers of the Authority shall be a Chairperson and a Vice-Chairperson. Other officials acting as its staff shall be an Executive Director, a Finance Officer, a General Counsel, a Secretary, and such other officials as the board members of the Authority may determine. Subject to the provisions of these Bylaws and Rules of Procedure, the board members shall set the selection, duties, and compensation of such officials.

Whenever an officer of the City is designated an officer of the Authority, the assistants and deputies of such officer from time to time shall also be, ex officio, officers of the Authority; and whenever a power is granted to, or a duty imposed upon, such officer, the power may be exercised, or the duty performed, by such assistant or deputy.

SECTION 9. CHAIRPERSON Chairpersons and the Vice-Chairpersons shall be selected by the board members from among the board members at the first meeting held after December 30, or as soon thereafter as possible. The Mayor may not be selected as the Chairperson. The Chairperson of the Authority shall preside at all meetings of the Authority.

SECTION 10. VICE-CHAIRPERSON The Vice-Chairperson shall perform the duties of the Chairperson in the absence, incapacity, resignation, or death of the Chairperson until such time as the Chairperson returns or a new Chairperson takes office.

SECTION 11. ABSENCES In the absence of the Chairperson and Vice-Chairperson, the board members shall elect a board member present as temporary Chairperson for the purpose of conducting meetings and performing the duties of the Chairperson.

Resolution No. HA 2014-___ Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 5 of 7

SECTION 12. EXECUTIVE DIRECTOR The Executive Director shall be the person acting as the City Manager of the City of La Quinta. The Executive Director shall have general supervision over administration of the Authority business and its affairs, subject to the direction of the board members.

SECTION 13. FINANCE OFFICER The Finance Officer shall be the person acting as the Finance Director/ Treasurer of the City of La Quinta. The Finance Officer shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Authority may select. The Finance Officer shall sign all checks, drafts, or orders for the payment of money, notes, or other indebtedness and shall pay out and disburse such monies under the direction of the Authority. The Finance Officer shall keep regular books of account, showing receipts and expenditures and shall render to the Authority at each regular meeting, or more often when requested, an account of transactions and the financial conditions of the Authority.

SECTION 14. GENERAL COUNSEL The General Counsel shall be the person acting as the City Attorney of the City of La Quinta. The General Counsel shall be the chief legal officer of the Authority and shall be responsible for the preparation of all proposed resolutions, laws, rules, contracts, bonds, and all other legal papers for the Authority. The General Counsel shall give his/her advice or opinion in writing to the Chairperson or other Authority officers and officials whenever required to do so. The General Counsel shall attend to all suits and other matters to which the Authority is a party or in which the Authority may be legally interested and do such other things pertaining to the office as the Authority may require.

SECTION 15. SECRETARY. The Secretary shall be the person acting as the City Clerk of the City of La Quinta. The Secretary shall keep the records of the Authority, shall act as secretary at meetings of the Authority, shall record all votes, keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. The Secretary shall maintain a record of all official proceedings of the Authority and its programs.

SECTION 16. ADDITIONAL DUTIES. The officers and officials of the Authority shall perform such other duties and functions as may from time to time be required by the Authority or by these Bylaws and Rules of Procedure.

Resolution No. HA 2014-___ Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 6 of 7

SECTION 17. PERSONNEL The ordinances, resolutions, rules, and regulations of the City governing its personnel shall also govern the personnel of the Authority.

SECTION 18. VACANCIES. Where an office of the Authority becomes vacant and these Bylaws and Rules of Procedure specify that the person serving in that office is the person holding a designated position with the City, the office shall remain vacant until a person is appointed to the City position, unless the board members make a temporary appointment until such position is filled. In all other cases, when an office becomes vacant, the board members shall appoint a successor within a reasonable period or by an affirmative vote of the majority, determine that such position shall remain vacant for a definite or indefinite period. No board member shall be eligible for any office of the Authority other than Chairperson and Vice• Chairperson.

SECTION 19. COMPENSATION No board member shall be employed by the Authority during his/her tenure of office. The board members shall receive such per diem compensation as the Authority shall determine, but said compensation shall not exceed $ 50.00 per board member for each meeting of the Authority attended by the board member. No board member shall receive compensation for attending more than four meetings of the Authority during any calendar month. In addition, board members shall receive their actual and necessary expenses, including traveling expenses incurred in the discharge of their duties.

SECTION 20. ADDITIONAL PERSONNEL, AGENTS, AND CONSULTANTS The Authority may from time to time appoint or employ such personnel, agents, and consultants, as it deems necessary to exercise its powers, duties, and functions. The Authority may utilize the services of City employees as authorized by the City. In addition, the Authority may retain such agents and consultants, permanent and temporary, as it may require. The selection, duties, and compensation of such personnel, agents, and consultants shall be determined by the Authority subject to the laws of the State of California.

SECTION 21. PAYMENT OF MONEY, NOTES, AND OTHER INDEBTEDNESS All checks, drafts or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of or payable to the Authority require the signature of any two of the following persons: the Chairperson, Vice- Chairperson, Authority Executive Director, and the Authority Finance Officer.

Resolution No. HA 2014-___ Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 7 of 7

SECTION 22. PURCHASING Except as otherwise specified herein or as established by resolution of the board members, the Authority shall comply with all ordinances, resolutions, rules and regulations of the City in purchasing and contracting for supplies, services, and equipment.

SECTION 23. PROPERTY The acquisition and disposition of real property shall be governed by the Housing Authorities Law and the rules and regulations adopted by the Authority not inconsistent therewith.

SECTION 24. RULES DIRECTORY To the extent not required by State laws, these rules of procedure shall be considered directory only; and compliance herewith shall not be considered mandatory or jurisdictional.

ATTACHMENT 1

AMENDED AND RESTATED BYLAWS AND RULES OF PROCEDURE OF THE LA QUINTA HOUSING AUTHORITY

ARTICLE I - THE AUTHORITY

SECTION 1. CITY COUNCIL RULES OF PROCEDURE INCORPORATED Except as provided otherwise herein, all the provisions of the Rules of Procedure for Council Meetings and Related Functions and Activities shall apply to the La Quinta Housing Authority and are hereby incorporated by reference as currently written and as amended from time to time.

Section 12. Name of Authority. The official name of the City of La Quinta Housing Authority shall be the "La Quinta Housing Authority" (herein referred to as "Authority ") .

Section 23. Seal of Authority. The seal of the Authority shall be in the form of a circle and shall bear the name of the Authority and the year of its organization.

Section 34. Office of Authority and Place of Meeting. The office and regular place of meeting of the Authority shall be at the La Quinta City Hall, 78-495 Calle Tampico, La Quinta, California. The Authority may hold its meetings at such other locations as the Authority may from time to time designate by resolution, in the order of adjournment, or notice of call of any special meeting.

SECTION 5. REGULAR MEETINGS Regular meetings of the Authority shall be held on the third Tuesday of each month January, April, July and October at the time designated in La Quinta City Council Resolution No. 2006-102, Rules of Procedure for Council Meetings and Related Function and Activities ,as it currently exists or as it is amended in the future, in the Council Chambers at City Hall, La Quinta, California, or at such other locations as the Authority may from time to time designate by resolution, in the order of adjournment, or in the notice of call of any special meeting. In the event a day of meeting shall be a legal holiday, said meeting shall be held on the next business day.

Page 1 of 18

Section 46. Powers. The Authority shall be vested with all the rights, powers, duties, privileges, and immunities established by the California Housing Authorities Law (Health and Safety Code Sections 34200, et seq.) (the "Housing Authorities Law") which powers shall be vested in the board members thereof then in office, who reserve unto themselves the right to delegate such powers as are appropriate and permissible by law.

Section 57. Board Members. Notwithstanding that the Housing Authorities Law describes the members of the Authority as "commissioners," to avoid confusing the members of the Authority with the members of the La Quinta Housing Commission, the members of the Authority shall be referred to as "board members." Nothing in these Bylaws and Rules of Procedure or in any other document of the Housing Authority shall be intended to bestow greater authority on the members of the Authority than is otherwise permitted or required by the Housing Authorities Law. The board members of the Authority shall be the members of the La Quinta City Council.

ARTICLE II - OFFICERS

Section 18. Officers and Officials. The officers of the Authority shall be a Chairperson and a Vice-Chairperson. Other off icials acting as its staff shall be an Executive Director, a Finance Officer, a General Counsel, a Secretary, an Assistant Executive Director, and such other officials as the board members of the Authority may determine. Subject to the provisions of these Bylaws and Rules of Procedure, the selection, duties, and compensation of such officials shall be set by the board members.

Section 29. Chairperson. The Mayor of the City of La Quinta shall select the f irst Chairperson from the board members. Successive Chairpersons and the Vice-Chairperson shall be selected by the board members from among the board members at the f i r s t meeting held after December 30, or as soon thereafter as possible. The Mayor may not be selected as the Chairperson.

Page 2 of 18

The Chairperson of the Authority shall preside at all meetings of the Authority. At each meeting, the Chairperson shall submit such recommendations and information as he or she may consider proper concerning the business, affairs, and policies of the Authority.

Section 310. Vice-Chairperson. The Vice-Chairperson shall perform the duties of the Chairperson in the absence, or incapacity, resignation, or death of the Chairperson until such time as the Chairperson returns or a new Chairperson takes office.. In case of the resignation or death of the Chairperson, the Vice-Chairperson shall perform such duties as are imposed on the Chairperson until such time as a new Chairperson takes office.

Section 412. Executive Director. The Executive Director shall be the person acting as the City Manager of the City of La Quinta. The Executive Director shall have general supervision over administration of the Authority business and its affairs, subject to the direction of the board members.

Section 513. Finance Officer. The Finance Officer shall be the person acting as the Finance Director/Treasurer of the City of La Quinta. The Finance Officer shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Authority m a y select. The Finance Officer shall sign all checks, drafts, or orders for the payment of money, notes, or other indebtedness and shall pay out and disburse such monies under the direction of the Authority. The Finance Officer shall keep regular books of account, showing receipts and expenditures and shall render to the Authority at each regular meeting, or more often when requested, an account of transactions and also the financial conditions of the Authority.

Section 614. General Counsel. The General Counsel shall be the person acting as the City Attorney of the City of La Quinta. The General Counsel shall be the chief legal officer of the Authority and shall be responsible for the preparation of all proposed

Page 3 of 18 resolutions, laws, rules, contracts, bonds, and all other legal papers for the Authority. The General Counsel shall give his or her advice or opinion in writing to the Chairperson or other Authority officers and officials whenever required to do so. The General Counsel shall attend to all suits and other matters to which the Authority is a party or in which the Authority may be legally interested and do such other things pertaining to the office as the Authority may require.

Section 715. Secretary. The Secretary shall be the Executive Director who may delegate any or all of such duties to the person acting as the City Clerk of the City of La Quinta. The Secretary shall keep the records of the Authority, shall act as secretary at meetings of the Authority, shall record all votes, keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose and shall perform all duties incident to the office. The Secretary shall maintain a record of all official proceedings of the Authority and its programs. In the absence of the Secretary, the Executive Director shall appoint a member of the staff to act as Secretary.

Section 8. A ssistant Executive Director. The Assistant Executive Director shall be the person acting as the A ssistant City Manager - Development Services of the City of La Quinta. The A ssistant Executive Director shall act on behalf of the Executive Director, in the Executive Director's absence, and shall perform all other duties directed by the Executive Director.

Section 916. Additional Duties. The officers and officials of the Authority shall perform such other duties and functions as may from time to time be required by the Authority or by these Bylaws and Rules of Procedure.

Section 176. Personnel. The ordinance, resolutions, rules and regulations of the City governing its personnel shall also govern the personnel of the Authority.

Section 1018. Vacancies. Where an office of the Authority becomes vacant and these By la ws and Rules of Procedure specify that the person serving in that office is the person holding a designated position with the City, the office shall remain vacant until a person is appointed to the City position, unless the board members make a temporary appointment until such position is filled. In all other cases, when an office becomes vacant, the board members shall appoint a

Page 4 of 18 successor within a reasonable period of time or by resolution a n affirmative vote of the majority, determine that such position shall remain vacant for a definite or indefinite period of time. No board member of the Authority shall be eligible for any office of the Authority other than Chairman and Vice• Chairman.

Section 1119. Compensation. No board member of the Authority shall be regularly employed by the Authority during his tenure of office. The board members shall receive such per diem compensation as the Authority shall determine, but said compensation shall not exceed $ 50.00 per board member for each meeting of the Authority attended by the board member. No board member shall receive compensation for attending more than four meetings of the Authority during any calendar month. In addition, board members shall receive their actual and necessary expenses, including traveling expenses incurred in the discharge of their duties.

Section 1220. Additional Personnel, A gents and Consultants. The Authority may from time to time appoint or employ such personnel, agents and consultants as it deems necessary to exercise its powers, duties, and functions as prescribed by the California Housing Authorities Law, as amended, and all other laws of the·State of California applicable thereto. The Authority may utilize the services of City and/or Redevelopment Agency employees as authorized by the City and/or Redevelopment A gency. In addition, the Authority may retain such agents and consultants, permanent and temporary, as it may require. The selection, duties, and compensation of such personnel, agents, and consultants shall be determined by the Authority subject to the laws of the State of California.

Section 13. Political Activities

(A) Board members shall not use, or attempt to use, their position, office or authority to influence, aid or obstruct any Authority employee from securing any position, nomination, confirmation or promotion, or change in compensation or position in the Authority upon consideration or condition that the vote or political influence or action of such person or another shall be given or used in behalf of, or withheld from, any candidate, officer, or party, or upon any other corrupt condition or consideration. This prohibition shall apply to urging or discouraging the individual employee's action.

(B) A board member or candidate shall not, directly or

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indirectly, solicit political funds or contributions, knowingly, from other officers or employees of the Authority with the knowledge that the person from whom the contribution is solicited is an officer or employee of the Authority. This section shall not prohibit the board member from requesting political contributions from officers or employees of the Authority if the solicitation is part of a solicitation made to a significant segment of the public which may include officers of employees of the Authority.

(C) No board member or candidate shall engage in political activity during working hours in City offices or work areas where such activity would disrupt the workplace. For purposes of this section, City offices or work areas includes the areas behind the public counters, but excludes the Council Chambers and board member offices.

ARTICLE Ill - MEETINGS

Section 1. Regular Meetings. Regular meetings of the Authority shall be held on the third Tuesday of each month at the time designated in La Quinta City Council Resolution No. 2006-102, as it currently exists or as it is amended in the future, in the Council Chambers at City Hall, La Quinta, California, or at such other locations as the Authority may from time to time designate by resolution, in the order of adjournment, or in the notice of call of any special meeting. In the event a day of meeting shall be a legal holiday, said meeting shall be held on the next business day.

Section 2. Special Meetings. The Chairman of the Authority may, when he or she deems it expedient, and shall, upon the written request of two board members of the Authority, call a special meeting of the Authority 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 Section 54950 et seq., as it now exists or may hereafter be amended (the "Brown Act "). At such special meeting, no business shall be considered other than as designated in the call.

Section 3. A djourned Meetings. The board members may adjourn any meeting to a time and place specified in the order of adjournment. When an order of adjournment of any meeting fails to state an hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. In adjourning any meeting,

Page 6 of 18 there shall be compliance with all procedures of the Brown Act.

Section 4. Quorum. Three board members of the Authority shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. Every official act of the Authority shall be adopted by a majority vote. A "majority vote" shall mean a majority of all board members present when a quorum is present.

Section 5. Order of Business.

(a) Agenda. The order of business of each meeting shall be as contained in the Agenda prepared by the Authority Secretary. The Agenda shall be a listing by topic of the subjects which shall be taken up for consideration in the following order:

(i) Call to Order (ii) Pledge of Allegiance; Roll Call (iii) Public Comment (iv) Closed Session (v) Public Comment (vi) Confirmation of Agenda (vii) Approval of Minutes (viii) Presentations (ix) Written Communications; Consent Calendar (x) Business Session (xi) Study Session (xii) Reports and Informational Items (xiii) Chairperson and board members' items (xiv) Public Comment (xv) Adjournment

Except with the majority consent of the Authority, items may not be taken out of order. 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 Authority.

(b) Delivery of Agenda: Barring insurmountable difficulties, the Agenda shall ordinarily be delivered to the board members each Friday preceding the Tuesday meeting to which it pertains.

The Agenda shall also be available to the general public at the time it

Page 7 of 18 is delivered to the board members.

(c) Roll Call: Before proceeding with the business of the Authority, the Authority Secretary shall call the roll of the board members and the names of those present shall be entered in the minutes. The order of roll call shall be alphabetical with the Chairperson called last.

(d) Approval of Minutes: Unless requested by a majority of the Authority, minutes of the previous meeting may be approved without public reading if the Secretary has previously furnished each board member with a copy thereof.

(e) Public Comment: Pursuant to Government Code 54954.3, each agenda for a regular meeting shall provide an item entitled "Public Comment." The purpose of such item shall be to provide an opportunity for members of the public to directly address the Authority on items of interest to the public that are within the subject matter jurisdiction of the Authority. In order to assure that the intent of Government Code 54954.3 is carried out, three (3) minutes is the amount of time allocated for each individual speaker.

Government Code 54954.2 provides that no action shall be taken on any item not appearing on the agenda unless the action is authorized by Government Code 54954.2 (b). On items of public comment or discussion, any matter raised by the public which does not specifically appear on the agenda shall, upon direction of any board member, be automatically referred to the staff or placed on the next meeting's agenda. It is hereby determined that such requests or direction by a board member shall not be considered action taken by the Authority on said item raised by the public. Further, Authority discussion of the matter shall not be considered action taken.

(f) Consent Agenda: Items of routine nature, and non- controversial, shall be placed on the consent agenda. All items may be approved by one blanket motion upon unanimous consent. Prior to, or following review of the consent agenda by the Executive Director, any board member may request that any item be withdrawn from the consent agenda for separate consideration. However, any board member may abstain from voting on any consent agenda, and the Secretary shall be instructed to record such abstentions in the minutes.

(g) Call to Order: The meeting of the Authority shall be

Page 8 of 18 called to order by the Chairperson, or in his/her absence, by the Vice Chairperson. In the absence of both the Chairperson and the Vice Chairperson, the meeting shall be called to order by the board member elected as Temporary Chairperson pursuant to Section 3 of Article II of these Bylaws and Rules of Procedure. The person calling meetings to order shall be referred to as the "Presiding Officer."

(h) Participation of Presiding Officer: The Presiding Officer may move, second, and debate, subject only to such limitations of debate as are imposed on all board members, and he or she shall not be deprived of any of the rights and privileges of a board member by reason of his or her acting as Presiding Officer. However, the Presiding Officer is primarily responsible for the conduct of the meeting. If he or she desires to personally engage in extended debate on questions before the Authority, he or she should consider temporarily turning his or her role as Presiding Officer over to another board member.

(i) Question to be Stated: The Presiding Officer shall verbally restate each question immediately prior to calling for the vote. Following the vote the Presiding Officer shall verbally announce whether the question carried or was defeated. The Presiding Officer may also publicly state the effect of the vote for the benefit of the audience before proceeding to the next item of business.

(j) Maintenance of Order: The Presiding Officer is responsible for the maintenance of order and decorum at all times. No person is allowed to speak who has not f irst been recognized by the Presiding Officer. All questions and remarks shall be addressed to the Presiding Off icer.

Section 6. Rules, Decorum and Order

(a) Points of Order: The Presiding Officer shall determine all Points of Order subject to the right of any member to appeal to the Authority. If any appeal is taken, the question shall be, "Shall the decision of the Presiding Officer. be sustained?" in which event a majority vote shall govern and conclusively determine such question of order. (b) Decorum and Order - Board members:

(i) Any board member desiring to speak shall address the Presiding Off icer and, upon recognition by the Presiding Officer, shall conf ine himself or herself to the question under debate.

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(ii) A board member, once recognized, shall not be interrupted while speaking unless called to order by the Presiding Officer; unless a Point of Order is raised by another board member; or unless the speaker chooses to yield to questions from another board member.

(iii) Any board member called to order while he or she is speaking shall cease speaking immediately until the question of order is determined. If ruled to be in order, he or she shall be permitted to proceed. If ruled to be not in order, he or she shall remain silent or shall alter his or her remarks so as to comply with rules of the Authority.

(iv) Board members shall accord the utmost courtesy to each other, to city or Authority employees, and to the public appearing before the Authority and shall refrain at all times from rude and derogatory remarks, reflections as to integrity, abusive comments and statements as to motives and personalities.

(v) Any board member may move to require the Presiding Officer to enforce the rules and the affirmative vote of a majority of the Authority shall require him or her to so act.

(vi) Except where specifically authorized by Authority action or for purely ceremonial purposes, no board member attending a City or Authority commission or committee meeting shall make any statement or give the appearance or indicate in any way that he or she is representing the Authority. When making a comment at such a meeting, the board member should make it clear that he or she is speaking solely as an individual. Unless officially appointed to participate on a committee, board members should make an effort not to insert themselves into or take positions on matters which will be decided upon by the Authority after considering the entire issue.

(c) Decorum and Order Employees: Members of the administrative staff and employees of the Authority shall obser ve the same rules of procedure and decorum applicable to board members. The Executive Director shall ensure that all Authority employees observe such decorum. Any staff members, including the Executive Director, desiring to address the Authority or members of the public shall first be recognized by the Presiding Officer. All remarks shall be addressed to the

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Presiding Officer and not to any one individual board member or member of the public.

(d) Decorum and Order - Public: Members of the public attending Authority meetings shall observe the same rules of order and decorum applicable to the Authority. Any person making impertinent and slanderous remarks or who becomes boisterous while addressing the Authority or · while attending the Authority meeting shall be removed from the room if the sergeant-of-arms is so directed by the Presiding Officer, and such person may be barred from further audience before the Authority. Unauthorized remarks from the audience, stamping of feet, whistles, yells and similar demonstrations shall not be permitted by the Presiding Officer, who may direct the sergeant-of-arms to remove such offenders from the room. Aggravated cases shall be prosecuted on appropriate complaint signed by the Presiding Officer.

(e) Enforcement of Decorum: The head of the City's police agency or designee shall be ex-officio sergeant-of-arms of the A uthority. He shall carry out all orders and instructions given him by the Presiding Officer for the purpose of maintaining order and decorum in the Council Chambers. Upon instructions from the Presiding Officer, it shall be the duty of the sergeant-of-arms or his representative to eject any person from the Council Chambers or place him under arrest or both.

A s set forth in Government Code Section 54957.9, in the event that any meeting is willfully interrupted by a group or groups of persons so as to render the orderly conduct of such meeting unfeasible and order cannot be .restored by the removal of individuals who are willfully interrupting the meeting, the board members may order the meeting room cleared and continue in session. Only matters appearing on the agenda may be considered in such a session. Duly accredited representatives of the press or other news media, except those participating in the disturbance, shall be allowed to attend any session held pursuant to this section. Nothing in this section shall prohibit the Authority from establishing a procedure for readmitting an individual or individuals not responsible for willfully disturbing the orderly conduct of the meeting.

(f) Personal Privilege: The right of a member to address the Authority on a question of personal privilege shall be limited to cases in which his integrity, character, or motives are assailed, questioned or impugned.

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(g) Conflict of I nterest: All board members are subject to the prov1s1ons of California Law, such as Chapter 7, Title 9, of the California Government Code, relative to conflicts of interest, and to conflicts of interest codes adopted by the Authority. Any board member prevented from voting because of a conflict of interest shall refrain from debate and voting and will be considered absent. Such board member may choose to leave the Council Chamber during debate and voting on the issue.

(h) Limitation of Debate: No board member normally should speak more than once upon any one subject until every other board member choosing to speak thereon has spoken. No member shall speak for a longer time than five minutes each time he has the floor, without approval of a majority vote of the Authority.

(i) Dissents and Protests: Any board member shall have the right to express dissent from or protest to any action of the Authority and have the reason entered in the minutes. If such dissent or protest is desired to be entered in the minutes, this should be made clear by language such as, "I would like the minutes to show that I am opposed to this action for the following reasons . . . "

(j) Procedures In Absence of Rules: In the absence of a rule herein to govern a point or procedure, Robert's Rules of Order, Newly Revised, shall be used as a guide.

( k) Rulings of Presiding Officer Final Unless Overruled: In presiding over Authority meetings, the Presiding Officer shall decide all questions of interpretation of these rules, points of order or other questions of procedure requiring rulings. Any such decision or ruling shall be final unless overridden or suspended by a majority vote of the board members present and voting.

Section 7. Addressing the Authority.

(a) Manner of Addressing the Authority: Any member of the public desiring to address the Authority shall proceed to the podium and wait to be recognized by the Presiding Officer. After being recognized, he shall state his name and address for the record.

All remarks and questions shall be addressed to the Presiding Officer

Page 12 of 18 and not to any individual board member, staff member or other person. No person shall enter into any discussion without being recognized by the Presiding Officer.

(b) Time Limitation: For time limitation applicable to public comment, see Article Ill, Section (5).

(c) Addressing the Authority After Motion Is Made: After a motion has been made, no member of the public shall address the Authority without first securing permission by a majority vote of the Authority.

(d) Limitations Regarding Public Comments and Reports: The making of oral communications to the Authority by any member of the public during the "Public Comments" portion of the agenda shall be subject to the following limitations:

At any time, before or after the oral communication is commenced, the Presiding Officer may if he or she deems it preferable, direct that the communication be made instead either to the Executive Director or other appropriate staff member during regular business hours, or in writing for subsequent submittal to board members.

(e) Persons Authorized to be Within Platform: No person except Authority Officials shall be permitted behind the Authority dais without permission or consent of the Presiding Officer.

Section 8. Motions.

(a) Processing of Motions: When a motion is made and seconded, it shall be stated by the Presiding Officer before debate. A motion so stated shall not be withdrawn by the mover without the consent of the person seconding it.

(b) Motions Out of Order: The Presiding Officer may at any time, by majority consent of the board members, permit a board member to introduce a resolution or motion out of the regular agenda order.

(c) Division of Question: If the question contains two or more divisional propositions, the Presiding Officer may, and upon request of a board member shall (unless appealed), divide the

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same.

(d) Procedure of Motions: When a motion is before the Authority, no motion shall be entertained except the following, which shall have precedence in the following order:

A djourn Fix hour of adjournment Table Limit or terminate discussion Amend Postpone

(e)(a) Motion to Adjourn: (not debatable) A motion to adjourn shall be in order at any time, except as follows: When repeated without intervening business or discussion, When made as an interruption of a board member while speaking, When discussion has ended, and vote on motion is pending, While a vote is being taken.

(f) Motion to Fix Hour of Adjournment: Such a motion shall be to set a definite time at which to adjourn and shall be debatable and shall be amendable by unanimous vote.

(g) Motion to Table: A motion to table shall be used to temporarily by-pass the subject. A motion to table shall be undebatable and shall preclude all amendments or debate of the subject under consideration. If the motion shall prevail, the matter may be "taken from the table" at any time prior to the end of the next regular meeting.

(h) Motion to Limit or Terminate Discussion: Such a motion shall be used to limit or close debate on, or further amendment to, the main motion and shall be undebatable. If the motion fails, debate shall be reopened; if the motion passes, a vote shall be taken on the main motion.

(i) Motion to Amend: A motion to amend shall be discussed only as to the amendment. A motion to amend an amendment is possible but no additional motions to further amendments may be made. Any amendment shall relate to the original motion and not introduce a diff erent matter. Amendments shall be voted first, then

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the main motion as amended. Alternatively, the original maker of the main motion may agree to revise the original motion and if the second agrees to second the revised motion, the Authority may vote on the main motion as revised.

Section 9. Voting. Procedure

(a) Voting Procedure: In acting upon every motion, the vote shall be taken by electronic voting. In the event the electronic voting machine is not functioning, the vote shall be taken by roll call. The vote on each motion shall then be entered in full upon the record. The order of voting shall be alphabetical with the Chairperson voting last. The Secretary shall call the names of all members seated when a roll call vote is ordered or required. Members shall respond 'aye,' 'no' or 'abstain.'

Any resolutions or orders for franchises or payments of money require three affirmative votes. Any member may change his or her vote before the next order of business.

(b) Failure to Vote: A board member who abstains due to reasons of conflict shall, for purpose of the item under consideration, be considered as if absent. A board member abstaining for reasons other than conflict shall be counted as present for purposes of a quorum and such abstentions are counted with the majority. A board member who leaves the dais solely to avoid participating in a specific item shall, in absence of a conflict, be counted as if they were present but abstaining and such abstentions are also counted with the majority.

(c) Reconsideration: Any board member who voted with the majority may move a reconsideration of any action at the same meeting or, within seven (7) calendar days, request in writing to the Executive Director or Secretary that it be agendized for consideration at the following meeting. If the seventh calendar day falls on a holiday, then the deadline shall be the next business day. In the event that the subject of the reconsideration is a motion that failed as the result of a tie vote, any board member who voted against the earlier motion may move for reconsideration within the same seven (7) calendar day period. If the motion to reconsider passes, then the original item may be reconsidered at that time or agendized for the next meeting which meets any applicable noticing requirements. After a motion for reconsideration has once been acted upon, no other motion for reconsideration thereof shall be made without unanimous consent of the Authority.

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(d) Tie Votes: Tie Votes shall be lost motions unless an additional Motion is made which obtains a majority vote to break the tie. When all board members are present, a tie vote on whether to grant an appeal from official action shall be considered a denial of such appeal. If a tie vote results at a time when less than all members of the Council are present, the matter shall automatically be continued to the agenda of the next regular meeting of the Council, unless otherwise ordered by the Council. Notwithstanding the above, if a tie vote results at a time when one or more board member(s) are abstaining for reasons other than conflict of interest then, in that instance, the abstention vote shall be counted in favor of the motion thereby breaking the tie vote.

Section 10. Resolutions

(a) Definitions: The term "resolution" in its general sense will denote any action taken affirmatively via a vote of the Authority. As used in this City, however, three terms are in general use to denote such actions: "resolution," "minute order," and "motion"(thereafter recorded by minute entry). Technically, all three are equally as legally effective and binding; they just vary in the formality of respective memorialization. The most formal is referred to locally as a "resolution". This, in addition to being referenced in the minutes, will be recorded by a separate document, numbered in sequence and preserved in a separate set of books. Such "resolutions" are used in this City for various reasons, such as when specifically required by law, when needed as a separate evidentiary document to be transmitted to another governmental agency, or where the frequency of future reference back to its contents warrants a separate document (with the additional "whereas" explanatory material it often recites) to facilitate such future reference and research. A "minute order" as used locally denotes an Authority action which is recorded simply by an item entry in the minutes of the meeting at which it was accomplished, and no separate document is made to memorialize it. However, sequential numbering shall be assigned to each motion to facilitate indexing.

(b) Resolutions Prepared In advance: Where a resolution has been prepared in advance, the procedure shall be: motion, second, discussion, vote pursuant to methods prescribed in Section 9.1, and result declared. It shall not be necessary to read a resolution in full or by title except to identify it. Any member may require that the resolution be read in full.

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(c) Resolutions Not Prepared In Advance: Where a resolution has not been prepared in advance, the procedure shall be to instruct the Executive Director or the General Counsel to prepare a resolution tor presentation at the next Authority meeting.

(d) Urgency Resolutions: In matters of urgency, a resolution may be presented verbally in motion form together with instructions for written preparation tor later execution. After the resolution has been verbally stated, the voting procedure in 9. 1 above shall be followed.

Urgency resolutions shall be avoided except when absolutely necessary; and shall be avoided entirely when resolutions are required by law, in improvement acts, zoning matters, or force account work on public projects. Where the resolution has been drafted in written form, either before or during the meeting, this paragraph shall not be deemed applicable.

ARTICLE I V - MISCELLANEOUS

Section 1. Authority to Bind Authority. No board member, officer, official, employee, agent or consultant of the Authority, without the majority vote of the board members, or unless otherwise provided in these Bylaws and Rules of Procedure or by resolution of the Authority, shall have any power or authority to bind the Authority by any contract, to pledge its credits, or to render it liable for any purpose in any amount.

Section 2. Execution of Contracts, Deeds and Other Documents. Except as otherwise authorized by resolution of the Authority, either the Chairperson or the Executive Director, or in the absence of both, such person as the Executive Director may designate in writing, shall sign all contracts, deeds and other written instruments on behalf of the Authority when such have been approved by the board members. The Secretary shall attest to the signature of the Chairperson, Executive Director, or designee, as the case may be, unless ttestation is not required.

Section 321. Payment of Money, Notes or Other Indebtedness. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of or payable to the Authority require the signature of any two of the following persons: the Mayor, Mayor Chairperson, Vice-Chairperson pro tern, Authority Executive Director, and

Page 17 of 18 the Authority Finance Officer. The Authority Finance Officer is also authorized to use the facsimile signature of the Authority Executive Director in the preparation of any of the foregoing. In the event a facsimile signature is used the signature of the Mayor, Mayor pro tern, or the Authority Finance Off icer is required.

Section 422. Purchasing. Except as otherwise specified herein or as established by resolution of the board members, the Authority shall comply with all ordinances, resolutions, rules and regulations of the City in purchasing and contracting for supplies, services, and equipment.

Section 523. Property., The acqu1s1t1on and disposition of real property shall be governed by the Housing Authorities Law and the rules and regulations adopted, by the Authority not inconsistent therewith.

Section 6. Personnel. The ordinance, resolutions, rules and regulations of the City governing its personnel shall also govern the personnel of the Authority.

Section 7. Amendments to Bylaws and Rules of Procedure. The Bylaws and Rules of Procedure of the Authority may be amended by the Authority at any regular or special meeting by majority vote, provided that no such amendment shall be adopted unless at least seven days' written notice thereof has been previously given to all board members of the Authority. Such notice shall identify the section or sections of the Bylaws and Rules of Procedure proposed to be amended.

END

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