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HomeMy WebLinkAbout06 - CC-6 - Amended and Restated Bylaws of the Costa - 7/18/2017COSTA MESA HOUSING AUTHOR/TY AGENDA REPORT MEETING DATE: July 18, 2017 ITEM NUMBER: CC -6 SUBJECT: AMENDED AND RESTATED BYLAWS OF THE COSTA MESA HOUSING AUTHORITY (2017) DATE: JULY 18, 2017 PRESENTATION BY: DANIEL BAKER, ASSISTANT TO THE CITY MANAGER CELESTE BRADY, SPECIAL COUNSEL CONTACT: DANIEL BAKER, ASSISTANT TO THE CITY MANAGER 714-754-5156 Daniel. Bake rCcDcostamesaca.gov RECOMMENDATION: Adopt CMHA Resolution Approving and Adopting the Amended and Restated Bylaws of the Costa Mesa Housing Authority (2017) BACKGROUND: On January 17, 2012, the City Council established the Costa Mesa Housing Authority ("CMHA") under the California Housing Authorities Law, Health and Safety Code Section 34200, et seq. ("HAL"). And, on February 1, 2012 concurrent with the dissolution of the former Costa Mesa Redevelopment Agency, the CMHA assumed the housing assets and functions of the dissolved redevelopment agency, as the "housing successor", under Division 24, Parts 1.8 and 1.85 of the California Health and Safety Code ("Dissolution Law"). ANALYSIS: At its initial meeting in 2012, the CMHA selected the Chair, adopted and approved the initial Bylaws, including personnel rules and regulations and its conflict of interest code by adopting the City Policies related to these same matters, which rules and regulations established a framework for the operation, administration, meetings, and management of the housing authority. The Bylaws were thereafter amended in April 2012 and November 2015. As the CMHA now owns property and has tenants of affordable housing located at: (i) 707, 711 W. 18th Street (8 units), (ii) 745 W. 18th Street (3 units), (iii) 717, 721 James Street (8 units), and (iv) 734, 740, 744 James Street (11 units) (together, the "CMHA Properties"), the Board is in the process of soliciting interest from the existing tenant households at the CMHA Properties and desires to appoint and add to the Board two tenant commissioners under the process described in the HAL Section 34290. This steps being undertaken by staff and counsel to solicit for and present to the Board for appointment of two tenant commissioners has in turn necessitated an update to the existing CMHA bylaws to include reference and information about the tenant commissioners and to make other corrections and clarifications, such as the changed titles of the City's executive officers. Also, the regular meetings shall be held on the third Tuesday of the months of January, March, May, July, September and November at 5:45 p.m. More information about the application and appointment process for the two tenant commissioners will be presented to the CMHA Board in a separate agenda report and action item. The Amended and Restated Bylaws of the Costa Mesa Housing Authority (2017) ("Bylaws") are included as Attachment 2 to this staff report. FISCAL IMPACT There will be no fiscal impact to the amendment of the CMHA Bylaws. LEGALIMPACT There is no adverse legal impact to the amendment of the CMHA Bylaws. The revised Bylaws were prepared by special counsel Celeste Brady, with review and input from both the City Attorney and staff. CONCLUSION Staff recommends that the CMHA Board, after reviewing and considering the proposed changes, adopt the attached Resolution approving the Amended and Restated Housing Authority Bylaws (2017), which Resolution is included as Attachment 1 to this staff report. Thomas R. Hatch City Manager/Executive Director Daniel Baker Assistant to the City Manager ATTACHMENTS: (1) CMHA Resolution approving Amended and Restated Bylaws (2017) (2) Amended and Restated CMHA Bylaws (2017) ATTACHMENT 1 COSTA MESA HOUSING AUTHORITY RESOLUTION NO. 2017 - RESOLUTION OF THE COSTA MESA HOUSING AUTHORITY ADOPTING THE AMENDED AND RESTATED BYLAWS OF THE COSTA MESA HOUSING AUTHORITY (2017) WHEREAS, by resolution on January 17, 2012, the City Council declared the need for a housing authority to function in the City of Costa Mesa ("City") and declared that the members of the City Council are the Commissioners of the Housing Authority so formed, all pursuant to the California Housing Authorities Law, commencing with Health & Safety Code Section 34200, et seq. ("HAL"); and WHEREAS, by resolution adopted on January 17, 2012 the Costa Mesa Housing Authority ("CMHA") approved the initial CMHA Bylaws and thereafter amended such bylaws in April 2012 and November 2015; and WHEREAS, the CMHA desires to further amend the existing bylaws by as set forth in the Amended and Restated Bylaws of the Costa Mesa Housing Authority (2017), which are included as Exhibit A and fully incorporated by this reference ("Bylaws"); and WHEREAS, the CMHA has considered the Bylaws, as amended and restated, at an open public meeting and provided the public an opportunity to comment on such agenda item and now desires to approve the Bylaws, as amended and restated, for the orderly conduct of business of the Costa Mesa Housing Authority. NOW THEREFORE BE IT RESOLVED by the Costa Mesa Housing Authority as follows: Section 1. The Amended and Restated Bylaws of the Costa Mesa Housing Authority (2017), Exhibit A, are hereby adopted and approved as the official Bylaws of the Costa Mesa Housing Authority. Section 2. The Secretary shall certify to the adoption of this Resolution. APPROVED AND ADOPTED this _ day of 2017. COSTA MESA HOUSING AUTHORITY, a public body, corporate and politic Chair ATTEST: Secretary STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF COSTA MESA I, , Secretary of the Costa Mesa Housing Authority, do hereby certify that the foregoing Resolution No. 2017- was introduced and adopted at a regular meeting of the Housing Authority held on the day of 2017 by the following vote of the members thereof: AYES: MEMBERS: NOES: MEMBERS: ABSENT: MEMBERS: ABSTAIN: MEMBERS: COSTA MESA HOUSING AUTHORITY Secretary EXHIBIT A AMENDED AND RESTATED BYLAWS OF THE COSTA MESA HOUSING AUTHORITY (2017) [attached] ATTACHMENT 2 AMENDED AND RESTATED BYLAWS OF THE COSTA MESA HOUSING AUTHORITY (2017) Adopted on July 18, 2017 Amended and Restated Bylaws Costa Mesa Housing Authority (2017) These Amended and Restated Bylaws Costa Mesa Housing Authority (2017) are the governing rules of the Costa Mesa Housing Authority. The original Bylaws were adopted on January 17, 2012 and thereafter were amended and restated by board action in April 2012 and November 2015, and such bylaws are hereby amended and restated by action of the Board on July 18, 2017 (as amended the, "Bylaws"). Section 1. Name. The official name of the housing authority formed under the provisions of the California Housing Authorities Law, Health and Safety Code Section 34200, et seq. ("HAL") shall be the "Costa Mesa Housing Authority, a public body corporate and politic" (herein referred to as the "CMHA" or "Housing Authority".) The CMHA was formed by City Council of the City of Costa Mesa by City Council Resolution No. 12-3 adopted on January 17, 2012 under the HAL; and, on January 17, 2012 by Resolution No. 02-2012 the CMHA approved certain initial administrative matters and to carry out certain initial administrative matters, including the appointment of officers as more fully set forth herein. Section 2. CMHA Board Members. 2.1 City Council as CMHA Board. Under the HAL Section 34290 and the formation resolutions referenced above, the CMHA is administered by a governing board whose members are the members of the City Council of the City of Costa Mesa ("City Council"), which governing board shall be referred to as the "CMHA Board". (a) Term of Office. The term of office for a City Council member who is on the CMHA Board shall terminate when he or she ceases to be a City Council member; and his or her appointed or elected successor, as applicable, to the City Council shall become a member of the CMHA Board. The CMHA Board shall be chaired by a "Chair" and there shall be a "Vice Chair". (i) Under the Bylaws, the Mayor of the City of Costa Mesa is hereby designated as Chair of the CMHA Board and the Mayor Pro Tem is hereby designated as the Vice Chair. (ii) The Chair shall preside at all meetings of the CMHA; and the Vice Chair shall preside in the absence or incapacity of the Chair. 2.2 Tenant Commissioners. The CMHA Board desires to include and add two (2) tenant commissioners to the CMHA Board under the provisions HAL Section 34290 because as of adoption of these Bylaws, as amended, the CMHA owns certain affordable housing units located at: (i) 707, 711 W. 18th Street (8 units), (ii) 745 W. 18th Street (3 units), (iii) 717, 721 James Street (8 units), and (iv) 734, 740, 744 James Street (11 units) (together, the "CMHA Properties" or "W. 18th/James Street Apartments"). (a) Qualifications. HAL Section 34290 provides, in part, that the CMHA Board "...shall also appoint two tenants of the authority as commissioners if the authority has Amended and Restated Bylaws of Costa Mesa Housing Authority (2017) tenants... One tenant commissioner shall be over 62 years of age if the authority has tenants over that age. Tenant commissioners ... shall serve, and their successors shall be appointed, as provided in Section 34272. (i) Section 34272 (referenced above) provides, in part: "If two tenant commissioners are added to increase the number of commissioners of an authority, such commissioners shall serve for terms of two years from the date of their appointments, and their successors shall be tenants." (A) Vacancies, if any, are filled for the unexpired term of the prior member. (B) If a tenant commissioner ceases to be a tenant of the authority, he shall be disqualified as commissioner and another tenant shall be appointed to fill the unexpired term. (b) Powers and Duties. A tenant commissioner shall have all the powers, duties, privileges, and immunities of any other commissioner. Section 3. Office. The business office of the CMHA shall be at Costa Mesa City Hall, 77 Fair Drive, Costa Mesa, CA 92626, or at such other place as may be designated by the CMHA Board. Section 4. Compensation; CMHA Adopts by Reference the City Council Policies. (a) No Compensation or Meeting Stipend. The CMHA Board determines and sets the stipend per meeting payment at zero ($0) Dollars, which amount may be modified by action of the CMHA Board at an open regular meeting, without separate amendment of these Bylaws. (b) CMHA Adopts City Policies. The CMHA hereby adopts by reference as if fully set forth herein the City of Costa Mesa's personnel rules and regulations, as adopted by the City Council, which policies shall apply to the CMHA employees, if any, and which by such reference shall also include the City's adopted policies, rules and procedures affecting conflicts of interest, use of funds, and personnel procedures on hiring and firing, including removal of personnel for inefficiency, neglect of duties, or misconduct in office, and as such policies are hereafter amended, if at all, by the City Council. (i) The CMHA may authorize the Executive Director to enter into a contract or contracts as authorized in and consistent with the City's policies, which shall policies shall be deemed to apply to the CMHA under these Bylaws("Council Policies"). (ii) These Council Policies, which are also the CMHA policies, are available as a matter of public record and this adoption and incorporation by reference is intended to meet with the provisions of the HAL Section 34278, as such policies exist or are hereafter amended. Amended and Restated Bylaws of Costa Mesa Housing Authority (2017) Section 5. Officers. The Officers of the CMHA shall include: (a) the Executive Director, (b) Assistant Executive Director, (c) Housing Authority Secretary, (d) Housing Authority Counsel, and (e) Finance Officer. Section 6. Executive Director. The CMHA Executive Director shall be the City Manager or such other person as may be appointed by the CMHA Board, and by approval of these Bylaws the City Manager is appointed. The term of office for the Executive Director shall coincide with the City Manager's appointment and employment as City Manager of the City. The Executive Director shall submit such information and recommendations to the CMHA Board as he or she may consider proper concerning the business, policies and affairs of the CMHA. The Executive Director serves as the executive officer of the CMHA and shall be responsible for execution and supervision of the affairs of the CMHA. Except as otherwise authorized by resolution of the CMHA Board, the Executive Director or the Executive Director's authorized designee(s) shall be authorized to sign all contracts, deeds and other instruments executed by the CMHA. 6.1 Assistant Executive Director. The Executive Director shall appoint an Assistant Executive Director, who shall perform the duties of the Executive Director in the absence or incapacity of the Executive Director. In case of the resignation or death of the Executive Director, the Assistant Executive Director shall perform such duties as are imposed on the Executive Director, until such time as the CMHA Board shall appoint a new Executive Director. Section 7. Housing Authority Secretary. The Housing Authority Secretary shall be the City Clerk or such other person as may be appointed by the Executive Director or the CMHA Board. The Housing Authority Secretary shall: (a) keep the records of the CMHA, (b) act as Housing Authority Secretary at the regular and special meetings of the CMHA, (c) record all votes, (d) keep a record of the proceedings of the CMHA in a journal of proceedings to be kept for such purpose, and (e) perform all duties incident to the office. Section 8. Housing Authority Counsel. The Housing Authority Counsel shall be appointed by the CMHA Board and shall serve at the pleasure of the CMHA. The City of Costa Mesa City Attorney is designated as general counsel to the CMHA. Special counsel may also be retained by the CMHA Board, by the City Attorney, and/or by the Executive Director. The Housing Authority Counsel shall be responsible for the preparation of all proposed resolutions, laws, rules, contracts, bonds and other legal papers for the CMHA, except that the CMHA Board, general counsel, and/or the Executive Director may direct that special counsel prepare any of such proposed resolutions, laws, rules, contracts, bonds and other legal papers. The Housing Authority Counsel and special counsel(s) shall give advice or opinions, whether in writing or orally, to the Chair, Executive Director, or other CMHA officers when and if directed or requested to do so. The Housing Authority Counsel, or as otherwise directed by the CMHA Board, shall attend to all lawsuits or other matters to which the CMHA is a party or in which the CMHA may be legally interested and take such other actions pertaining to the Housing Authority Counsel's office as the CMHA Board or Executive Director may request; provided however, the CMHA Board may also direct that special counsel may otherwise be selected to attend to one or more lawsuits or other matters to which Amended and Restated Bylaws of Costa Mesa Housing Authority (2017) the CMHA is a party or in which the CMHA may be legally interested, as directed by the CMHA Board. Section 9. Finance Officer. The Finance Officer shall be the Finance Director of the City or such other person or persons as may be appointed by the CMHA Board. The term of office for the Finance Officer shall coincide with the City's Finance Director's appointment and employment by the City in such position. The Finance Officer shall have the care and custody of all funds of the CMHA and shall be authorized to cause the deposit of such funds in the name of the CMHA in such bank, banks, or other financial institutions, including without limitation the State of California Treasurer, Local Agency Investment Fund ("LAIF"), as the CMHA may select and pursuant to an investment policy considered and approved by the CMHA. The Finance Officer shall keep regular books of account, showing receipts and expenditures, and shall render to the CMHA quarterly, or more often when requested, an account of transactions and the financial conditions of the CMHA. Section 10. Appointment of Officers. The initial appointment of officers occurred pursuant to CMHA Resolution No. 01-2012 on January 17, 2012; provided however, that by adoption of these Bylaws (as amended and restated) appointments of Chair, Vice Chair and CMHA officers as set forth hereinabove are made and affirmed. Section 11. Authority to Bind CMHA. No member, officer, agent or employee of the CMHA, without prior specific or general authority by a vote of the CMHA Board, shall have any power or authority to bind the CMHA by any contract, to pledge its credit, or to render it liable for any purpose in any amount; provided however, the CMHA may authorize the Executive Director to enter into a contract or contracts as authorized in and consistent with the Council Policies referenced above in paragraph 4. Section 12. Appointment of Employees and Agents. The CMHA may from time to time request from the City the services of such personnel, counsel, consultants, or agents, permanent or temporary, as may be necessary to carry out the business and affairs of the CMHA. The CMHA Board may in addition employ temporary professional and technical personnel on such terms and at such rates of compensation as the CMHA may determine, subject to all applicable laws, and provided that adequate sources of funds are identified for the payment of such temporary professional and technical services and subject to the applicable Council Policies. Section 13. Regular Meetings. Regular meetings shall be held in the Council Chambers at City Hall or at such other place as the Chair may designate on the third (3rd) Tuesday of the months of January, March, May, July, September and November at 5:45 p.m., or on dates and at a time as otherwise fixed by Resolution of the CMHA Board. If at any time any regular meeting falls on a legal holiday, such regular meeting shall be cancelled and shall be held on the next regular bi-monthly meeting date at the same time unless otherwise scheduled by the CMHA Board. Pursuant to and in compliance with the Ralph M. Brown Act, Government Code Section 54950, et seq. ("Brown Act"), 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; further, Amended and Restated Bylaws of Costa Mesa Housing Authority (2017) 4 such 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 the Brown Act or other applicable laws and regulations. Section 14. Special Meetings. Subject to and pursuant to the provisions of the Brown Act, a special meeting may be called at any time by the Chair or upon the request of two of the Members of the CMHA Board by delivering written notice to each Member and to each person or entity entitled by law to receive such notices. Notices to the CMHA Board shall be sufficient if delivered to the Housing Authority Secretary. 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 special meeting as specified in the notice. The call and 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 CMHA Board except as authorized by the Brown Act. Such written notice may be dispensed with as to any Member who at or prior to the time the meeting convenes files with the Housing Authority Secretary a written waiver of notice. Such waiver may be given electronically. Such written notice may also be dispensed with as to any Member who is actually present at the time a meeting convenes. Section 15. Closed Sessions. Nothing contained in these Bylaws shall be construed to prevent the CMHA Board from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session subject to and pursuant to the provisions of the Brown Act. Section 16. Public Hearings. All public hearings held by the CMHA Board shall be held during regular or special meetings of the CMHA Board and pursuant to applicable laws. Section 17. Adjourning Meetings and Continuing Public Hearings to Other Times or Places. The CMHA 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 Housing Authority Secretary 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 hour at which the adjourned meeting 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 Amended and Restated Bylaws of Costa Mesa Housing Authority (2017) 5 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 18. Meetings to be Open and Public. All meetings of the CMHA Board to take action or to deliberate concerning CMHA business and its conduct shall be open and public and are subject to and shall be held in compliance with the Brown Act; except as closed session matters are held also pursuant to the Brown Act. All persons shall be permitted to attend any such meetings except as otherwise provided as permitted by law and these Bylaws. Section 19. Quorum. A majority of the members of the CMHA Board present and eligible to conduct business 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 20. Order of Business. At the regular or special meeting of the CMHA, the general order of business shall be consistent with the City Council order of business, and/or Council Policies. Section 21. Parliamentary Procedure. The rules of parliamentary procedure set forth in Robert's Rules of Order shall govern all meetings of the CMHA, except as otherwise herein provided under the HAL or as otherwise provided in the Council Policies. Section 22. Amendments to Bylaws. These Bylaws may be amended by the CMHA Board at any regular or special meeting by majority vote of the quorum except as otherwise provided by applicable laws, provided that the proposed amendment to any particular section is included in the posted notice of such meeting. Amended and Restated Bylaws of Costa Mesa Housing Authority (2017) 6