HomeMy WebLinkAboutExhibitRESULUTI.ON NO. 018 /2016
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIAMI
DOWNTOWN DEVELOPMENT AUT14ORITY ("MIAMI DDA") OF
THE CITY OF MIAMI, FLORIDA, APPROVING AMENDMENTS TO
THE MIAMI RDA's RULES OF PROCEDURES (BY-LAWS) AS
DESCRIBED HEREIN.
WHEREAS, the Miami DDA Board of Directors adopted the Rules of Procedures (By -Laws) in 2006;
and
WHEREAS, the Miami DDA Board of Directors wishes to amend sections Of the Rules of Procedures
as follows:
Section 3.2 related to the Composition of the Board, renaming the Park West and
Media/Entertainment sub -district to the "Arts >and Entertaininent sub -district"
Section 3.5 related to Qualifications of inernbers, clarifying that, "All tnernbers of the board
shall be individuals Of Outstanding reputation for integrity, responsibility and business ability
and acumen,.."
Section 5.5 related to Committees, providing the authority of the Chairperson to name non -
board members to special committees.
WHEREAS, the proposed changes to the Rules of Procedures are redlined and attached as exhibit A;
and
WHEREAS, the adoption of the amended Rules of Procedures by the Miami DDA are subject to
approval by the Miami City Commission,
NOW, 't be it resolved by the Board of Directors of the Miami Downtown Development
Authority of the City of Miarni, Florida,
Section 1. The Board of Directors of the Miami Downtown Development Authority approves the
amendments to the Rules of Procedure (Bylaws) attached hereto as exhibit A.
Section 2. The staff of the Downtown Development Authority is directed to provide a copy of
this resolution and amendment to the Rules of Procedure (Bylaws) to the Clerk of the Miami City Commission
for placement on the next available agenda of the Mimi City Commission.
PASSED AND ADOPTED this 17" day of Jai e, 2016.
ne K-ew-Russell, Chairman
�Iyc, K R bertson, Executive Director
ATTEST:
aravll
eceary tot 1e
Board ref Directors
IN IAM I DDA
DOWNTOWN DEVELOPMENT AUTHORITY
Miam I Downtown Development Authority
200 S. Biscayne Boulevard - Suite 2929
Miami, Florida 33131
To: Mi 'Doi tnDelp
vn oNi, vele 9�en-tA thority Board Members
From: A Ro r4nW,&e�cuflN�,eDire�ctor
Date- June 10,11, 2016
Re: Notice of Proposed Amendment to Rules of Procedures
Attached for your consideration are proposed amendments to the DDA Rules of
Procedures. Section 3.5 related to the Qualifications of members was altered slightly from
the previously sharedversion as there was a scrivener's error. Please find attached, the
updated version which will be presented to the DDA Board. of Directors at its June 1711'
meeting.
Enclosure
cc: Miami DDA Board Members
File
tLMIAMIDDA
DOWNTOWN DEVELOPMENT AUTHORITY
151191�1170R'Iwj
To: Mia 'DDA Bo -rd mbers
om: Alyce Fr
lyce Robertson, Executive Director eX_
it
Date: June 7111, 2016
Mlzrni Downtown Development Authority
200 S. 815tayne 9oulevard - Suite 2929
Miami, Florida 33121
Re: Notice: of Proposed Amendment to Rules of Procedures
Attached for your consideration are proposed amendments to the DDA Rules of
Procedures. The amendments propose changes to section 3.2 related to the Composition
of the Board, section 3.5 related to Qualifications of members, and 5,5 related to the
authority of the Chair to name non -board members to special committees. The proposed
changes are indicated on the attached proposed amendment,
Enclosure
cc: Miami DDA Board Members
File
Quick"rimeTll and a
TEFF (Uncompressed) decompressor
, are needed to see this picture,
EL*?NE!V1'AJ T"IXITY OF TAH CITT *F 1VhAMI
AMENDED
RULES.OF PROCEDURES
The name of the authority is the Downtown Development Authority of the City of
Miami.
ARTICLE 11
MISSION STATEMENT
The Downtown Development Autbority (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.
Section 3.1 Board of Directors as qoveMjHj20j. 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.
Section 3.2 Cornl2osition. of Board. The board shall consist of IS members who
A
shall be representative of the district and of the local and state government, as follows*
(a) The city commission, at large, shall appoint one of its members to
be the chairperson of the board and the 15th member thereof, The
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 ftom time to time.
(b) One member may be nominated by the e+mty
of Dade County and
submitted to the city commission for its confin'nation.
(c) One member may be nominated by the cabinet of the state and
submitted to the city commission for its confirmation
orsDommeni:3
Lyj-q�y&,AL 4
(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, Central Business District and Afts , d P-a-r4OWes4r-anti
Me,&WEntertainment sub -districts.
Section 3.3. Election to Board, All appointments for membership to the board shall
be subject to confirmation by the city corm-nission. 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
corninissioners 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 confinnation 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
(dc) 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 cornmission for confirmation,
and shall be deemed confirmed unless the appointment is rejected by the
city cominission 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
ne .:.! gg..Q -
1�dt�wntdq AM Ai ndnlgnq� ' )J"#By 2
continue to submit the name of appointec(s) until confirmation by the city
commission.
Section 3.4, Term of Office. All inernbers 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, array -reconimend -to
the city commissionthat a member's terra 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, ineinbers who as of the effective date of this anlendinent have
served on the board for a period in excess of eight (8) years shall be permitted to finish their term
and i.nay serve for one (1) additional period of four (4) years upon the wianiinous vote of the
board, and the city cominission, Members shall continue to serve until their successors have
been nominated and confirmed. Appointments to fill vacancies shall be for the unexpired
term only.
(a)
wv-,�14-L)Lmcnibers of the board
shall be individuals of outstanding reputation for integrity, responsibility and
business ability and acumenflnd--�E�-. �cqLt_Lor tti
S, seats t() be filled !nLthecity
as crl li ha 1, Lfft.repmsent 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 inember must submit to the Nominating Committee evidence
that be or she is the "designated representative of the owner" within five days
after being advised by the Nominating Committee that his/her narne will be
submitted to the boardfor 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: Do Q I I III Ont, PY_J-@0 13 -WA,��i-Appixiwd (04120-7);doc
. ...............
(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 shallpresent 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 cornmittee 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 time. Accordingly, in selecting the proposed candidates,
the nominating committee shall consider all factors in order to obtain. the best
representation in all areas and interests.
Section 3.7 Rernova
l 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 ftom three (3) consecutive regular board meetings or front four (4) regular
board meetings during a calendar year shall constitute good cause for removal.
Vt J
Section 4.1. Regular Ll.cgLin &s, 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.liotice 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. Sylecial Meetings. Special meetings inay 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 least twenty-four (24) hours before the meeting and shall be published, as
required by law.
ors:Docutne,nt,.B -,! i Lq J1 , Z ljyj- 1ppp� Rtgj
Y h�Mftqi g1p_Q1!L 'A� :A- pp.�2_ 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
1 _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,
Section 5A. Executive, CommLttee. 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 effectfrom 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 CornMftLee. 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 bold 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 Comn'tittee. The duties and number of members of this
coirmaittee are set forth in Section 3.6 hereof,
Section 5.4. S2ecial 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. A f the board of the authority
.Upoin.tnient, _Tenure. The chair erson o
p
shall name the chairperson and members of each committee, who shall. serve> at the
discretion of the chairperson. Pie chain)Q!!'jop— (.')f' t Lle - (SCI°ci niLgy Iglljjg IQI-_L)okItd
ors:DoO1jmenQyI4Iyv.q i�qqL OL "�.!UpIL4Q ,
_AIL 1!K!!tAJ'�!Rq2_ (14Y plglq - — _1§4y4, 5
ARTICLE VI
Fl-kINCIALVIATTER
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.
These Rules of Procedures may be amended, added to , or repealed by The vote of the
majority of the members of flae board of directors present at any regular or specifically
called meeting, provided written notice of such proposed anflendment or action has been
mailed to the board members at least seven (7) days prior to such meeting.
ARTICLE V11
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
a mend In oats-w,the (N do; (A) aptv r,44
.6-2406-
16 ly-.1.--a AjDg- W W 6
j..0,L .2 j:6UY-Wvs-Aj)proVQd, Q 7+doe