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1999/01/12 Rohnert Park Financing Authority Bylaws BY-LAWS OF ROHNERTPARK FINANCING AUTHORITY Adopted January 12, 1999 SA\983520014 ARTICLE I - THE AUTHORITY Section 1.1. Name. The official name of the Authority shall be the "Rohnert Park Financing Authority." Section 1.2. Governing Board Members. The Authority shall be administered by a governing board (the "Governing Board") whose members shall at all times be the members of the City Council ("City Council") of the City of Rohnert Park (the "City"). The term of office as a member of the Governing Board of each member of the City Council shall terminate when such member of the Governing Board shall cease to be a member of the City Council; and the successor to such member of the City Council shall become a member of the Governing Board. Section 1.3. Office. The business office of the Authority shall be at 6750 Commerce Boulevard, Rohnert Park, California 94928, or at such other place as may be designated by the Governing Board. Section 1.4. Compensation. Members may receive their actual and necessary expenses, . including traveling expenses incurred in the discharge of their duties, but only when authorized by the Authority and if there are unencumbered funds available for such purpose. ARTICLE II - OFFICERS Section 2.1. Officers. The Officers of the Authority shall be the Chair, Vice-Chair, Secretary, Treasurer and Controller. Section 2.2. Chair. The Chair of the Authority shall be the member who is the Mayor of the City. The term of office shall be the same as the term of the Mayor of the City. The Chair shall preside at all meetings of the Authority, and shall submit such information and recommendations to the Governing Board as he or she may consider proper concerning the business, policies and affairs of the Authority. The Chair shall also serve as the chief executive officer of the Authority and shall be responsible for execution and supervision of the affairs of the Authority. Except as otherwise authorized by resolution of the Governing Board, the Chair or the Chair's designee shall sign all contracts, deeds and other instruments executed by the Authority . Section 2.3. Vice-Chair. The Vice-Chair shall be the member who is the Vice Mayor of the City. The term of office shall be the same as the term of the Vice Mayor of the City. The Vice-Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the resignation or death of the Chair, the Vice-Chair shall perform such duties as are imposed on the Chair, until such time as the members shall elect a new Chair. SA\983520014 Section 2.4. Secretary. The Secretary of the Authority shall be the City Clerk of the City. The Secretary shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority and record all votes, and shall 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. Section 2.5. Treasurer and Controller. The Finance Director/City Treasurer of the City shall be the Treasurer and the Controller of the Authority, and shall perform the duties set forth in the Joint Exercise of Powers Agreement dated as of January 1, 1999 between the City and the Community Development Commission of the City of Rohnert Park (the "Commission"). Section 2.6. Election of Officers. If required, election of officers shall be the first order of business at the first meeting of the Authority, regular or special, held in each calendar year. Section 2.7. Authority to Bind Authority. No member, officer, agent or employee of the Authority, without prior specific or general authority by a vote of the Governing Board, shall have any power or authority to bind the Authority by a contract" to pledge its credit, or to render it liable for any purpose in any amount. ARTICLE III - EMPLOYEES AND AGENTS Section 3.1. Appointment of Emplovees and Agents. The Authority may from time to time request from the City or the Commission the services of such personnel, counselor agents, permanent or temporary, as may be necessary to carry out the business and affairs of the Authority. The Governing Board may in addition employ temporary professional and technical personnel on such terms and at such rates of compensation as the Governing Board may determine, for the performance of Authority business and affairs, provided that adequate sources of funds are identified for the payment of such temporary professional and technical services. ARTICLE IV - MEETINGS Section 4.1. Regular Meetings. Regular meetings shall be held at the business office of the Authority or at such other place as the Chair may designate, on dates and at a time as fixed by resolution of the Authority. If at any time any regular meeting falls on a legal holiday, such regular meeting shall be held immediately prior to the next regularly scheduled meeting of the City Council. At least 72 hours before a regular meeting, an agenda containing a brief general description of each item of business to be transacted or discussed shall be posted at a location freely accessible to members of the public. The agenda shall specify the time and location of the regular meeting. No action shall be taken on any item not appearing on the posted agenda except as permitted by law. Section 4.2. Special Meetings. A special meeting may be called at any time by the Chair or upon the request of two of the members of the Authority by delivering written notice to each member and to each person or entity entitled by law to receive such notices. Notices to the -2- Governing Board shall be sufficient if delivered to the City Clerk of the City. Notices to other persons or entities entitled by law to receive notices must be delivered personally or by mail and must be received at least 24 hours before the time of such meeting as specified in the notice. The notice shall specify the time and place of the special meeting and the business to be transacted and shall be posted at least 24 hours prior to the special meeting in a location that is freely accessible to members of the public. No other business shall be considered at such meetings by the Governing Board. Such written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with the Secretary of the Authority a written waiver of notice. Such waiver may be given by telegram. Such written notice may also be dispensed with as to any member who is actually present at the time it convenes. Section 4.3. Closed sessions. Nothing contained in these bylaws shall be construed to prevent the Governing Board from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session. Section 4.4. Public Hearings. All public hearings held by the Governing Board shall be held during regular or special meetings of the Governing Board. Section 4.5. Adiourning Meetings and Continuing Public Hearings to Other Times or Places. The Governing Board may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular meeting or adjourned regular meeting the Secretary or acting Secretary of the Authority may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hours at which the adjourned meetings is to be held, it shall be held at the hour specified for regular meetings. Any public hearing being held, or any hearing noticed or ordered to be held at any meeting may by order or notice of continuance be continued or recontinued to any subsequent meeting in the same manner and to the same extent set forth herein for the adjournment of the meetings; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing a copy of the order or notice of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. Section 4.6. Meetings to be Open And Public. All meetings of Authority members to take action or to deliberate concerning Authority business and its conduct shall be open and public. All persons shall be permitted to attend any such meetings except as otherwise provided or permitted by law and Section 4.3 of these bylaws. -3- Section 4.7. Quorum. A majority of the members of the Governing Board shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other official purposes, except that less than a quorum may adjourn from time to time until a quorum is obtained. Section 4.8. Order of Business. At the regular meetings of the Authority, the following shall be the general order of business: 1. Roll Call 2. Approval of Minutes 3. Reports 4. Unfinished Business 5. New Business 6. Matters Not Appearing on the Agenda 7. Adjournment Section 4.9. Parliamentary Procedure. The rules of parliamentary procedure set forth in Robert's Rules of Order shall govern all meetings of the Authority, except as otherwise herein provided. ARTICLE V - AMENDMENTS Section 5.1. Amendments to Bv-Laws. These by-laws may be amended by the Authority at any regular or special meeting by majority vote, provided that the proposed amendment to any particular section is included in the notice of such meeting. -4-