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FA Resolution 2014-002RESOLUTION NO. FA 2014 - 002 A RESOLUTION OF THE LA QUINTA FINANCING AUTHORITY OF THE CITY OF LA QUINTA, CALIFORNIA, ADOPT AMENDED AND RESTATED BYLAWS AND RULES OF PROCEDURE FOR MEETINGS, RELATED FUNCTIONS, AND ACTIVITIES WHEREAS, pursuant to the Joint Exercise of Powers Act, the City of La Quinta (the "City") and the La Quinta Redevelopment Agency (the "RDA") executed a Joint Exercise of Powers Agreement dated November 3, 1988 (the "Original Agreement") whereby the City and the RDA created and established the La Quinta Financing Authority (the "Authority"); WHEREAS, as part of the 2011/2012 State budget bill, the California Legislature enacted and the Governor signed, Assembly Bill 26 ("ABx1 26") requiring that each redevelopment agency be dissolved, and on December 29, 2011, the Court upheld ABx1 26; and WHEREAS, on January 2, 2012, the City Council adopted Resolution 2012- 002, affirmatively electing to be the Successor Agency to the dissolved La Quinta Redevelopment Agency ("Successor Agency"); and WHEREAS, on June 27, 2012, the California Legislature enacted, and the Governor signed, Assembly Bill 1484 ("AB 14841, which, among other things, made certain revisions to certain of the statutes added by ABx1 26; and WHEREAS, on March 18, 2014, the City and the Successor Agency executed an Extension to the Original Agreement (the "Extension"), which extended the term of the Original Agreement; 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 Financing Authority of. the.City of La Quinta, California, as follows: SECTION 1. The Amended and Restated Bylaws and Rules of Procedure. of t3ie_> a Quinta Financing Authority, a copy of which is attached hereto as Exhibit incorporated herein are hereby approved. .. Resolution No. FA 2014-002 Amended & Restated Bylaws & Rules of Procedure. Adopted: April 15, 2014 Page 2 of 8 SECTION 2. The Financing 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 Financing Authority. SECTION 3. The Authority Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta Financing Authority held on this 15" day of April 2014 by the following vote. AYES: Authority Members Evans, Franklin, Henderson, Osborne, Chair Adolph NOES: None ABSENT: None ABSTAIN: None DON A LPH, kAairperson La Quinta Financing Authority ATTEST: SUSA� ELS, ecretary La Quints Financing Authority Resolution No. FA 2014-002 Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 3 of 8 APPROVED AS NE JENyON, Authority Counsel La Quinta Resolution No. FA 2014-002 Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 4 of 8 EXHIBIT A AMENDED AND RESTATED BYLAWS AND RULES OF PROCEDURE OF THE LA QUINTA FINANCING AUTHORITY SECTION 1. CITY COUNCIL RULES OF PROCEDURE INCORPORATED Except as provided otherwise herein, the provisions of the Rules of Procedure for City Council Meetings and Related Functions and Activities shall apply to the La Quinta Financing 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 Financing Authority shall be the "La Quinta Financing 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. MEETINGS The Authority shall meet as needed to (1) review and adopt the Authority's annual budget, (2) review and file the Authority's Comprehensive Annual Financial Report, and (3) approve the purchase or issuance of bonds or other evidence of indebtedness. The time of the meeting shall be that designated in the Rules of Procedure for Council Meetings and Related Functions and Activities, as it currently exists or as amended from time to time. All such meetings will be noticed as special meetings under the Brown Act. SECTION 6. POWERS. The Authority shall be vested with all the rights, powers, duties, privileges, and immunities established by Articles 1 and 2 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California ("Joint Exercise of Powers Act") Resolution No. FA 2014-002 Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 5 of 8 and the Joint Exercise of Powers Agreement by and between the City of La Quinta and the Successor Agency to the dissolved Redevelopment Agency ("Successor Agency"), and all amendments and extension thereto, which powers shall be vested in the Authority Members thereof then in office, who reserve unto themselves the right to delegate such powers as are appropriate and permissible by law. SECTION 7. AUTHORITY MEMBERS. The members of the Authority shall be, at all times, members of the Successor Agency. Each member's term of office as a member of the Authority shall terminate when such member of the Authority shall cease to be a member of the Successor Agency; and the successor to such member of the Successor Agency shall become a member of the Authority. 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 Authority Members may determine. Subject to the provisions of these Bylaws and Rules of Procedure, the Authority Members shall set the selection, duties, and compensation of such officials. Whenever an officer of the City or the Successor Agency 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 The Chairperson shall be the current Mayor of the City of La Quinta who shall serve until a successor has been duly elected. The Chairperson shall preside at all meetings of the Authority. SECTION 10. VICE -CHAIRPERSON The Vice -Chairperson shall be the Mayor Pro Tempore of the City of La Quinta and shall serve until a successor has been duly appointed. 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 Authority Members shall elect a member present as temporary Chairperson for the purpose of Resolution No. FA 2014-002 Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 6 of 8 conducting meetings and performing the duties of the Chairperson. 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 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 Resolution No. FA 2014-002 Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 7 of S Bylaws and Rules of Procedure. 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 Authority Members make a temporary appointment until such position is filled. In all other cases, when an office becomes vacant, the Authority 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 Authority Member shall be eligible for any office of the Authority other than Chairperson and Vice- Chairperson. SECTION 19. COMPENSATION No Authority Member shall be employed by the Authority during his/her tenure of office. Authority Members shall not receive any compensation for serving as such, but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a member of the Authority. The Authority shall determine if such expenses shall be reimbursed and if there are unencumbered funds available for such purpose. 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 and/or Successor Agency employees as authorized by the City and/or Successor Agency. 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. FA 2014-002 Amended & Restated Bylaws & Rules of Procedure Adopted: April 15, 2014 Page 8 of 8 SECTION 22. PURCHASING Except as otherwise specified herein or as established by resolution of the Authority 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. 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.