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HomeMy WebLinkAboutExhibit 1‘eKl2,bf �4 - iImIomiDDA wi oavrowN orvtLoPMa THE DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF MIAMI AMENDED RULES OF PROCEDURES ARTICLE I NAME The name of the authority is the Downtown Development Authority of the City of Miami. ARTICLE II MISSION STATEMENT The Downtown Development Authority (DDA), of the City of Miami, is empowered to advocate, facilitate, plan and execute public / private investment and implementation strategies that strengthen Downtown's appeal as a livable city and center for commerce and culture. ARTICLE III THE BOARD OF DIRECTORS Section 3.1 Board of Directors as Governing Bod'. The affairs of the Authority shall be under the direct supervision and control of a board consisting of 15 members, nominated or appointed, and confirmed by the city commission in the manner described in this Article. of 15 Section 3.2 Composition of Board•loecal and state goveoard shall rment, as as follows:members ho shall be representative of the district and of the (a) The city commission, at large, shall �eppi �� member thereofe of its . s to The be the chairperson of the board and chairperson of the authority shall have the power to appoint the chairperson(s) to the various committees that the authority shall have the power to establish from time to time. (b) One member may be nominated by the board of county commissioners of Dade County and submitted to the city commission for its confirmation. (c) One member may be nominated by the cabinet of the state and submitted to the city commission for its confirmation ors:Document By Laws. Amended I041207).doc 1 (d) . The remaining twelve (12) members shall be nominated by the then current board of directors of the authority, as provided in Section 3.6 below, and submitted to the city commission for confirmation. (e) The board shall include at least one member from each sub -district created by the authority from time to time, including, specifically, the Brickell, CBD, Park West and Media/Entertainment sub - districts. Section 3.3. Election to Board. All appointments for membership to the board shall be subject to confirmation by the city commission. The procedure for confirmation shall be as follows: (a) A proposed member appointed by the then current board shall not be a member of the board of directors of the authority until confirmed by the city commission. In the event that an appointee is rejected by the city commission, then the board shall appoint a successor(s) until all twelve (12) seats are filled by appointees who are confirmed by the city commission. (b) A proposed member appointed by either the board of county commissioners or by the cabinet of the state shall be deemed confirmed by the city commission unless his or her appointment is rejected by the city commission within the next two (2) meetings of the city commission taking place after the date the city commission is notified of such appointment. In the event that any such appointee is rejected by the city commission within the aforementioned period, then the board of county commissioners and/or the cabinet of the state shall have a period of ten (10) days, after being notified of the rejection, in which to appoint a replacement, who shall be again subject to confirmation by the city commission. In the event that the appointee is, again, rejected by the city commission, then the board of directors of the authority shall have the right to fill the vacant position(s) in the manner provided in subsection (d) below. (c) In the event that the board of county commissioners or the cabinet of the state fails to appoint a member within thirty (30) days from the date that the appointment is requested by the board of the authority, or within ten (10) days after being notified of the rejection of an appointment, then the board may nominate proposed member(s) for said positions. The appointee(s) shall be submitted to the city commission for confirmation, and shall be deemed confirmed unless the appointment is rejected by the city commission within the next two (2) meetings of the city commission taking place after the date the city commission is notified of the appointment. In the event of a rejection, the board shall have the right to ors:Document By Laws. Amended (041207).doc 2 continue to submit the name of appointee(s) until confirmation by the city commission. Section 3.4. Term of Office. All members shall serve for a term of four (4) years, expiring August 31, and may be reappointed for an additional term of four (4) years. It is the intent of the authority that no member shall serve for more than eight (8) consecutive years, Notwithstanding the foregoing, the board, by unanimous vote, may recommend to the city commission that a member's term be extended for one (1) additional term of (4) years, upon a finding by the board that the member's participation contributes significant value to the authority and continuity is needed to advance the authority's mission. Notwithstanding the foregoing, members who as of the effective date of this amendment have served on the board for a period in excess of eight (8) years shall be permitted to finish their term and may serve for one (1) additional period of four (4) years upon the unanimous vote of the board, and the city commission. Members shall continue to serve until their successors have been nominated and confirmed. Appointments to fill vacancies shall be for the unexpired tear. only. Section 3.5 Qualifications of members. (a) Except for the seats to be filled by the city commission, the board of county commissioners, or the cabinet of the state, all members of the board shall be individuals of outstanding reputation for integrity, responsibility and business ability and acumen and represent at least one of the districts established by the authority from time to time; it being the intent of the authority that each district have a representative in the board. At least eight (8) of the twelve (12) members nominated by the board of directors must own (or be the designated representative of the owner of) real property in the downtown district, as the district is described in Section 14-27 of Chapter 14, Code of the City of Miami, Florida, as may be amended from time to time. The remaining four (4) members must either (i) reside; or, (ii) work; or (iii) own (or be the designated representative of the owner of) a business; or real property in the downtown district. For the purpose of this section, a proposed member must submit to the Nominating Committee evidence that he or she is the "designated representative of the owner" within five days after being advised by the Nominating Committee that his/her name will be submitted to the board for consideration. Evidence of designation shall be in the form of a corporate resolution or other written instrument executed by an authorized representative of the owner. (b) The proposed members for the county and state seats shall be individuals who, in the opinion of the nominating entity, have the necessary qualifications and credentials to represent the board of county commissioners and/or the cabinet of the state. (c) No officer or employee of the city, other than one member of the city commission, shall be eligible for appointment to the board. ors:Document By Laws. Amended (041207).doc 3 (d) Before assuming the duties of the office, each member shall qualify for taking and subscribing to the oath of office required of officials of the City. Section 3.6 Nominating Committee. In May of each year the chairperson of the board shall appoint a nominating committee to consist of not less than three (3) members of the board. At least two (2) months before the expiration of the term of any member, and not later than two (2) weeks after the occurrence of any unanticipated vacancy, the committee shall present to the board of directors, for its consideration, the names of its proposed candidates for the vacancies in the board. The board may approve or reject any candidate proposed by the nominating committee. In the event that the board rejects a proposed candidate, then the committee shall continue to submit to the board the names of proposed candidates until all vacancies are filled. It is the desire of the authority that its board be representative of the economic, ethnic, and cultural components of the downtown district and of the sub -districts created by the authority from time to tio„t. Accorciingiy, in selecting the proposed candidates, the nominating committee shall consider all factors in order to obtain the best representation in al] areas and interests. Section 3.7 Removal. By resolution specifying facts sufficient to advise a board member as to the basis for his or her removal and after reasonable notice to the board members and an opportunity for the member to be heard, the city commission .or the board of director, may remove a board member (i) for cause, (ii) upon the occurrence of an event that causes the member to cease to meet their qualification criteria set forth in Section 3.5 above, or (iii) as otherwise provided by law. For purposes of this section, being absent from three (3) consecutive regular board meetings or from four (4) regular board meetings during a calendar year shall constitute good cause for removal. ARTICLE IV MEETINGS OF THE BOARD Section 4.1. Regular Meetings. Unless otherwise agreed by a resolution of the board, regular meetings of the board of the authority shall be held at 8:30 a.m., on the third Friday of every month, at the office of the authority, except for any month in which the city commission is not in session. . Written notice stating the place, day and hour of the regular meeting shall be delivered to each member and published, as required by law, at least seven (7) days before the date of the meeting. Section 4.2. Special Meetings. Special meetings may be called by the Chairperson, or at the request of five (5) members. Notice of the special meeting shall be given to all members, at ]east twenty-four (24) hours before the meeting and shall be published, as required by law. ors:Document By Laws. Amended (04I207).doc 4 Section 4.3. Quorum. Quorum shall consist of five (5) members who must be present in person, but the board shall take no official action unless fifty-one percent (51%) of the current board members are present in person or by telephone. Section 4.4 Voting. Voting shall be in person or by telephone only. Absentee voting or voting by proxy shall not be allowed. The decision of the majority of the board members present and voting at a meeting at which quorum is present, shall constitute the decision of the board. ARTICLE V COMMITTEES Section 5.1. Executive Committee. There shall be an Executive Committee, composed of members of the board, appointed by the chairperson of the board. The Executive Committee must include the chairperson of the board and the chairperson of all committees in effect from time to time. Executive committee meetings will be held at the office of the authority, at the discretion of the chairperson of the board. Written notice stating the place, day and hour of the Executive Committee meeting shall be delivered to each member and published, as required by law, at least seven (7) days before the date of the meeting. Section 5.2. Finance Committee. There shall be a Finance Committee, composed of members of the board, appointed by the chairperson of the board. The Finance Committee shall oversee the financial affairs of the authority. The chairperson of the Finance Committee shall, when and as requested the board, render or caused to be rendered reports of the financial condition of the authority. Finance Committee meetings will be held at the office of the authority, at the discretion of the chairperson of the Finance Committee, Written notice stating the place, day and hour of the Finance Committee meeting shall be delivered to each member and published, as required by law, at least seven (7) days before the date of the meeting. Section 5.3. Nominating Committee. The duties and number of members of this committee are set forth in Section 3.6 hereof. Section 5.4. Special Committees. Special committees may be appointed by the chairperson of the board, from time to time, to consider and/or address matters of interest to the district. Section 5.5. Appointment; Tenure. The chairperson of the board of the authority shall name the chairperson and members of each committee, who shall serve at the discretion of the chairperson. ors:Document By Laws. Amended (041207).doc 5 ARTICLE VI FINANCIAL MATTERS Section 6.1. Except as otherwise approved by the board, all checks, regardless of the amount, must be signed by the Executive Director and a board member, to be appointed by the board, from time to time. ARTICLE VII AMENDMENTS These Rules of Procedures may be amended, added to or repealed by the vote of the majority of the members of the board of directors present at any regular or specifically called meeting, provided written notice of such proposed amendment or action has been mailed to the board members at least seven (7) days prior to such meeting. ARTICLE VII PARLIAMENTARY PROCEDURE Robert's Rules of Order shall be the final source of authority in all questions of parliamentary procedure. ADOPTED by a majority vote by the directors at a duly convened meeting of the Board of Directors on July 21, 2006, by Resolution No. 37/2006. , Secretary to the Board of Directors ors:Document By Laws. Amended (041207).doc 6