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Resolution No CRA 47-18-1088CRA RESOLUTION NO. 47-1 8-1088 A Resolution amending the SMCRA bylaws Article I, III, and VI to provide for quarterly meetings, to codify the role of the Executive Director, and to provide clarification to those Articles. WHEREAS, the South Miami Community Redevelopment Agency (SMCRA) has established bylaws; and WHEREAS, the SMCRA has hired an Executive Director and tasked the person with acting as the Chief Executive Officer of the Agency, responsible for the Agency's day to day functions; and WHEREAS, the SMCRA Executive Director has determined that with a clarification of responsibilities and a more focused Agency mission, the need for monthly meetings does not exist; and WHEREAS, the SMCRA Board shall maintain its oversight of the Agency staff in part by receiving monthly reports which the public will also have access; and WHEREAS, the SMCRA approved a resolution in April 2018 that codified the Executive Director's ability to make certain expenditures on behalf of the Agency without Board approval; and WHEREAS, the current version of the SMCRA bylaws do not establish that the Agency's Director is the Chief Executive Officer of the Agency; and WHEREAS, Chairman Stoddard expressed a desire to sponsor the revision of the Agency's bylaws to change from monthly to quarterly meetings, to provide a means for reporting, and to codify the responsibilities of the Executive Director. NOW THEREFORE BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1. The South Miami Community Redevelopment Agency Board hereby amends Article I, section 1.1, Article III, section 3.1, Article IV, section4.4, and adds a new section 4.9 to the SMCRA bylaws all of which shall read as follows: 1.1 Composition of the Agency. The members of the South Miami Community Redevelopment Agency (SMCRA) shall be composed of the five elected members of the City of South Miami City_ Commissions of the City of -SouthMl i and two additional members appointed by the City Commission as required pursuant to the Interlocal Agreement with Miami -Dade County and the SMCRA. 3.1 Regular Meetings The Agency shall hold meetings quarterly on the second 'Monday of each the month at 7:00 p.m. except during the summer recess or when officially canceled by CRA N6. CRA 47-18-1088 the Chairperson of the SMCRA Board or when the day an&or the time is changed by the majority vote of the Board. However, if in any month the first of the month falls on a Tuesday, the SMCRA meeting shall then be held on the 1 st Monday of the month, provideding that such day is not during the same weeks as a neither- the day of City of South Miami Commission meeting nef the SN4CP n meetings ings U and is not on a legal holidays fef that men and, if either condition should exists ix whieh e then it shall be the duty of the Agency to agree on an alternative day for the meeting so as to prevent a SMCRA meeting to -take from taking place on the same week as a City Commission meeting or on a legal holiday. 4.4 Chairperson The Chairperson, shall be the presiding officer preside at all meetings of the SMCRA and shall perform such other duties consistent with the office as required. If the Chairperson is unable to attend, the Vice Chairperson shall be the presiding officer. If the Vice Chairperson is absent the members shall elect a chairperson who shall be the presiding officer for that particular meeting for so long as the Chairperson and the Vice Chairperson are absent. The E;lperpresiding officer shall have a vote in the proceeding of the SMCRA but no veto power. The Chairperson shall be considered the official head of the SMCRA for ceremonial purposes. and shall also exeeute, in , doeuments as may be auther-ized by the SN4GRA. 4.9 Executive Director The Executive Director shall be the Chief Executive Officer and shall be responsible for the proper administration of all affairs of the SMCRA. He or she shall have the following_ powers and duties to: A. Appoint and, when necessary for the good of the SMCRA and City, to remove any employees of the SMCRA, providing such removal is legally permissible. B. Prepare the budget annually and submit it to the SMCRA Board and be responsible for its administration after adoption. C. Submit to the SMCRA Board and City Commission, and make available to the public, a monthly Budget to Actual" report and check register of the SMCRA, together with his or her recommendations, if M. This report shall be sent electronically to each SMCRA Board member and shall be made available to the public online. D. Prepare and submit to the SMCRA Board, at the end of the fiscal year and no later than 6-months after completion of the fiscal year, a complete Annual Financial Report by an independent auditing, firm for the previous fiscal year. E. Attend all SMCRA Board meetings with the right to take part in discussion. F. Perform such other duties as are specified in these bylaws or which may be ordered by the SMCRA Board. G. Execute, in the name of the SMCRA, contracts and other documents as may be authorized by the SMCRA. Section 2. Severability. If any section clause, sentence, or phrase of this Resolution No. CRA No. 47-18-1088 resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this resolution. Section 3. Effective Date. This resolution shall become effective immediately upon adoption by vote of the Agency. PASSED AND ADOPTED this 10 th day of Decembe 2018. ATTEST: Pr S C RY READ AND APPROVED AS TO FORM, APPROVED: / qw M r�,�_; . BOARD VOTE: 4-3 Chair Stoddard: Yea Vice Chair Harris: Yea Member Gil: Yea Member Liebman: Nay Member Welsh: Nay Member Jackson: Nay Member Kelly: Yea Agenda item No:3. South Miami Community Redevelopment Agency Agenda Item Report Meeting Date: December 10, 2018 Submitted by: Evan Fancher Submitting Department: Community Redevelopment Agency Item Type: Resolution Agenda Section: Subject: A Resolution amending the SMCRA bylaws Article I, III, and VI to provide for quarterly meetings, to codify the role of the Executive Director, and to provide clarification to those Articles. Suggested Action: Attachments: Bylaws—amendment-1 1_CArevIdoc CRA Bylaws- Revised 04-09-18.pdf 1 CITY OF SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY BY-LAWS ARTICLE I COMPOSITION OF THE SMCRA 1.1 Composition of the Agency. The members of the South Miami Community Redevelopment Agency (SMCRA) shall be composed of the five elected Commissions of the City of South Miami and two additional members appointed by the City Commission as required pursuant to the Interlocal Agreement with Miami -Dade County and the SMCRA. 1.2 Purpose and Powers. The purposes and powers of the SMCRA are those set forth in Chapter 163, Florida Statutes and the Interlocal Agreement. ARTICLE II OPERATIONS OF THE AGENCY 2.1 Fiscal Year. The fiscal year of the SMCRA shall conform to that of the City of South Miami. 2.2 Maintenance of Funds. All funds of the SMCRA shall be received, held, and secured in the same manner as other public funds by the appropriate fiscal officers of the City of South Miami. Tax increment financing (TIF) revenue shall be maintained under a separate trust fund account entirely independent of the City of South Miami's General Fund Account. 2.3 Annual Audit. An external audit by an independent certified public accountant shall be conducted on an annual basis, with reports filed in accordance with Florida law and with the Interlocal Agreement. 2.4 Budget A. The SMCRA Director shall deliver an annual budget together with an explanatory message to the SMCRA Board and the City Clerk within 7 days following the publication of the City and County's tentative millage rate but no later than the date of the SMCRA regular meeting in August. The budget, budget message and all supporting schedules, shall be a public record open to the public for inspection. The SMCRA Board secretary shall schedule a special meeting for the purpose of reviewing and approving the proposed SMCRA budget on a date that is within 7 days of delivery of the proposed budget to the City Clerk. If the final City and/or County millage rate changes from its approved Page 1 of 5 Revised 04/09/2018 (added Section 2.5) 5 proposed tentative millage rate, the Director shall, within 5 days of the approved of the final revised millage rate, deliver a copy of the revised proposed budget and an explanatory message to the City Clerk and to the SMCRA Board. The SMCRA Board secretary shall immediately, upon receipt of the proposed revised budget, schedule a special meeting of the SMCRA Board, for the purpose of the review and approval of the revised budget, on a date that is within 5 days of the delivery of the proposed revised budget to the City Clerk. B. Adoption. The budget shall be adopted by four affirmative votes of the SMCRA Board on or before October 1st of each fiscal year. Should the SMCRA Board take no final action approving the proposed budget on or before October 1st, the budget, as submitted, shall be deemed to have been finally approved and adopted by the SMCRA Board; provided, however, that if the proposed budget provision for funds in any budget category exceeds (10W) of the previous year's budget, then, the SMCRA Board shall be deemed to have approved the previous year's budget as to those budget categories and the remainder of the proposed budget shall be deemed approved. and adopted. C. Certification. A copy of the budget as finally approved and adopted, or that is deemed to have been finally approved and adopted, shall be certified by the SMCRA Director and the budget so certified shall be transmitted to Miami -Dade County for approval by the Board of County Commissioners. 2.5 Signature Authority. The Executive Director is authorized to approve expenditures of up to $5,000 $3500 with a report at the following SMCRA meeting, for the implementation of activities that have been provided for in the redevelopment plan and provided the expenditures, for such activities, have been approved in the that fiscal year's budget. ARTICLE III MEETINGS OF THE SMCRA 3.1 Regular Meetings. The Agency shall hold meetings on the second Monday of each month at 7:00 p.m. except during the summer recess or when officially canceled by the Chairperson of the SMCRA Board or when the day and/or the time is changed by the majority vote of the Board. However, if in any month the first of the month falls on a Tuesday, the SMCRA meeting shall then be held the 1st Monday of the month, providing that neither the day of City of South Miami Commission meeting nor the SMCRA meetings fall on legal holidays for that month, in which case it shall be the duty of the Agency to agree on an alternative day for the meeting so as to prevent a SMCRA meeting to take place on the same week as a City Commission meeting. Page 2 of 5 Revised 04/09/2018 (added Section 2.5) 6 3.2 Special Meetings. Special meetings may be held upon the call of the chairperson or upon the request of not less than four members of the SMCRA. The call or request for a special meeting shall be communicated to the Executive Director of the SMCRA, and the subject or subjects of the proposed meeting shall be specified and noticed at least 24 hours prior to the meeting. Notice shall be posted at City Hall. 3.3 Workshop Meetings. The SMCRA may hold workshop meetings in conjunction with Regular Meetings, or as needed and called by the SMCRA as provided in Section 3.2 for the calling of meetings. 3.4 Quorum and Voting Requirements. A quorum for any meeting of the SMCRA shall be four members, and four affirmative votes shall be required to approve any official SMCRA action. 3.5 Consent A ems. The Executive Director shall place those matters requiring action of the SMCRA on the Consent Agenda which the Executive Director believes do not require a formal presentation before the SMCRA, provided that the SMCRA members shall have received, as part of the agenda package, documentation and a recommendation for action by the Executive Director at least seventy-two (72) hours prior to the meeting. Prior to taking action on the Consent Agenda, any member may request that any or all items on the Consent Agenda may be removed from the Agenda and placed under the applicable heading of "Old Business" or "New Business," as necessary. After the Chairperson shall request whether any SMCRA members wishes to have an item removed from the Consent Agenda, the SMCRA shall proceed to take action on all items on the Consent Agenda by a single motion to approve the Consent Agenda 3.6 Place of Meetings. Meetings of the SMCRA shall be held at the South Miami City Hall or other such place as specified in a notice of Meeting. ARTICLE IV OFFICERS OF THE SMCRA 4.1 Officers of the SMCRA. The Mayor and Vice Mayor of the City Commission of the City of South Miami shall serve as the chair and vice chair respectively of the SMCRA Board of Commissioners. 4.2 Terms of Office. All officers and board members shall serve as SMCRA Commissioners in concurrent terms to the elected office they hold with the South Miami City Commission. The two appointed members of the board shall serve for terms as specified pursuant to Chapter 163, Florida Statutes and the Interlocal Agreement. Page 3 of 5 Revised 04/09/2018 (added Section 2.5) 7 4.3 Vacancy on the Board. Should a member of the SMCRA no longer be a qualifying individual under Chapter 163, Florida Statutes or the Interlocal Agreement, the members shall automatically be removed as an officer of the SMCRA. If the vacancy results from the member being removed or for some other reason, the City Commission shall appoint a new member for the remaining term. 4.4 Chairperson. The Chairperson shall preside at all meetings of the SMCRA and perform such other duties consistent with the office as required. The Chairperson shall have a vote in the proceeding of the SMCRA but no veto power. The Chairperson shall be considered the official head of the SMCRA for ceremonial purposes and shall also execute, in the name of the SMCRA, contracts and other documents as may be authorized by the SMCRA. 4.5 Vice Chairperson. The vice -chairperson in the absence or disability of the chairperson shall exercise the powers and perform the duties of the chairperson. The vice -chairperson shall also assist the chairperson generally and exercise such other powers and perform such other duties as shall be prescribed by the SMCRA. 4.6 Secretary. The City Clerk of the City of South Miami shall serve as Secretary of the SMCRA. The Secretary shall take and maintain or supervise the taking and maintenance of minutes and other records of the SMCRA. The secretary shall prepare and serve all notices required by these By -Laws by law. The secretary shall have the custody of the seal of the SMCRA if one is adopted and affix the seal to installments requiring the seal of the SMCRA. In addition, the secretary shall perform all other duties incident to the office of secretary and those that may be required by the SMCRA. 4.7 Other Personnel and Consultants. The SMCRA may employ such other consultants and personnel as allowed by statute with such duties as shall from time to time be deemed necessary by the SMCRA. 4.8 The members of the South Miami Community Redevelopment Agency shall annually, on or immediately before the last day of August of each year, prepare a performance evaluation of the Agency Director on a form that is substantially similar to the form used by the City of South Miami for the evaluation of the City's Manager. The completed evaluation form shall be submitted to the Agency Secretary and a copy shall be delivered to the Agency Director. The Director of the South Miami Community Redevelopment Agency shall make himself or herself available to be interviewed by the Members of the SMCRA prior to the annual performance evaluation submission date. Page 4 of 5 Revised 04/09/2018 (added Section 2.5) 8 ARTICLE V AMENDMENT OF BY-LAWS 5.1 Notice. Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which the proposed amendment is to be considered. 5.2 Proposal of Amendments. Any SMCRA member may propose an amendment to these By -Laws by written proposal to be sent to the Executive Director of the SMCRA, and the• proposed amendment shall be considered at the next regular meeting or special meeting of the SMCRA. Page 5 of 5 Revised 04/09/2018 (added Section 2.5) 9