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HomeMy WebLinkAbout- Item VI. 1 - Amended & Restated Bylaws CM Housing Aut - 4/3/2012COSTA MESA HOUSING AUTHORITYAGENDA REPORT MEETING DATE: APRIL 3, 2012 ITEM NUMBER: VI. 1 SUBJECT: AMENDED AND RESTATED BYLAWS OF THE COSTA MESA HOUSING AUTHORITY DATE: MARCH 26, 2012 FROM: DEVELOPMENT SERVICES DEPARTMENT PRESENTATION BY: THOMAS R. HATCH, CHIEF EXECUTIVE OFFICER AND CMHA EXECUTIVE DIRECTOR CONTACT: HILDA VETURIS, MANAGEMENT ANALYST 714-754-5608 RECOMMENDATION: Adopt CMHA Resolution Approving and Adopting the Amended and Restated Bylaws of the Costa Mesa Housing Authority BACKGROUND: In response to the California Supreme Court's decision in California Redevelopment Association, of al., v. Matosantos upholding ABX1 26 to cause the dissolution of redevelopment agencies statewide as of February 1, 2012, the City of Costa Mesa ("City") and the Costa Mesa Redevelopment Agency ("Agency") took several actions prior to the aforementioned deadline. One action taken in connection with the dissolution of the Agency was pursuant to Health & Safety Code Section 34176, by which the City elected to retain, or to not retain, the "housing assets and functions previously performed by the redevelopment agency." On January 17, 2012, the City Council established the Costa Mesa Housing Authority ("CMHA") pursuant to Health and Safety Code Section 34200, et seq.; and, the City declined to assume the housing assets and functions and then selected the CMHA for the transfer of such housing assets and functions. As of and on and after February 1, 2012 the CMHA assumed the housing assets and functions of the dissolved Agency, but excluding unencumbered fund balances in the Housing Fund. At its first meeting the CMHA selected the Chair, adopted personnel rules and regulations and its conflict of interest code, and approved the initial Bylaws as the rules and regulations establishing a framework for its operation, administration, meetings, and management. The initial Bylaws include provisions that are recommended to be amended; thus, amended and restated Bylaws of the Costa Mesa Housing Authority have been prepared and are attached to this staff report. Is►i!1_lW, &II'5 Upon further review of the initially adopted CMHA Bylaws, it has been noted that the following changes are needed: • Adding the office of Vice Chair to the Board and indicating the process for appointing the Chair and Vice Chair; DOCSOCI1 553256v21022353-0002 • Designating compensation in compliance with California Health & Safety Code Section 34200, et seq., and meeting stipend of $15 per meeting for the Board Members; • Designating that the City's CEO, also serve as CMHA Executive Director; • Designating the CMHA Assistant Executive Director to be the Interim Development Services Director; • Designating Housing Authority Secretary to be the Executive Secretary of the Housing and Community Development Division of the Development Services Department at CMHA regular and special meetings; • Designating Housing Authority Counsel to be the City Attorney as general counsel and stating that special counsel may be retained by the CMHA Board, by the City Attorney, and/or by the Executive Director, and that this group may also provide direction to special counsel to prepare any documents designated in Section 9 of said Bylaws; • Designating CMHA Finance Officer to be the City's Finance & I.T. Director; • Establishing a regular meeting time of the CMHA on the second Tuesday of each month at 6:30 p.m. or as soon thereafter as the meeting may commence; ■ Establishing a general Order of Business; and • Making minor clean-up modifications. The proposed changes to the Amended and Restated Bylaws of the CMHA ("Bylaws") are included in Attachment 2 (Blackline Version) and have been reviewed by Special Counsel, Celeste Brady. RECOMMENDATION: Staff recommends that the CMHA Board, after reviewing and considering the proposed changes to the CMHA Bylaws, approve the Amended and Restated Housing Authority Bylaws (Attachment 1). ;rAR e �?W aov,) homas R. Hatch Khanh Ng Chief Executive Director Interim De uriel Ullman eighborhood Improvement Manager WaIL , Hilda Vetuds Management Analyst DISTRIBUTION: Chief Executive Officer Assistant Chief Executive Officer City Attorney Public Services Director Transportation Svs. Manager City Clerk Staff Planning Staff File Special Counsel, Celeste Brady Services Director ATTACHMENTS: (1) Amended and Restated CMHA Bylaws (2) Amended and Restated CMHA Bylaws (Blackline Version) (3) CMHA Resolution approving Amended and Restated Bylaws (April 3, 2012) _2_ ATTACHMENT AMENDED AND RESTATED CMHA BYLAWS AMENDED AND RESTATED BYLAWS OF THE COSTA MESA HOUSING AUTHORITY April 3, 2012 DOC SOCA 541191 v410223 53-0002 UOCSOCII 541191 v51022353-0002 Amended and Restated Bylaws Costa Mesa Housing Authority These Amended and Restated Bylaws are the governing rules of the Costa Mesa Housing Authority. The original Bylaws were adopted on January 17, 2012 and are hereby amended and restated by these Amended and Restated Bylaws (hereinafter, "Bylaws"). Section 1. Name. The official name of the housing authority formed pursuant to the California Housing Authorities Law, Health and Safety Code Section 34200, of 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 pursuant to 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. The CMHA shall be administered by a governing board whose members shall be 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". The term of office as a member of the CMHA Board shall terminate when such member of the CMHA Board shall cease to be a member of the City Council; and the appointed or elected successor, as applicable thereto, to such member of 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". By approval of these Bylaws the first Chair of the CMHA Board is hereby designated as Mayor Pro Tern Jim Righeimer and the Vice Chair is hereby designated as Council Member Stephen Mensinger. Thereafter, the Chair and the Vice Chair of the CMHA Board shall be selected and appointed by a majority vote of a quorum of the CMHA Board. The Chair shall preside at all meetings of the CMHA; and the Vice Chair shall preside in the absence or incapacity of the Chair. 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. Amended and Restated Bylaws of Costa Mesa Housing Authority April 3, 2012 1 I7OC:SOC /I541191 v51022353-0002 Section 4. Compensation and Meeting Stipend. Pursuant to the Housing Authorities Law, California Health & Safety Code Section 34200, et seq., members of the CMHA Board may receive per diem payment for attendance at not more than four meetings per month of the CMHA, which shall not exceed fifty dollars ($50) per day, and shall receive necessary traveling and subsistence expenses incurred in the discharge of the Member's duties, but only when authorized by the CMHA Board and if there are unencumbered funds available for such purpose in compliance with and pursuant to applicable laws and regulations. By adoption of these Bylaws, the CMHA sets the stipend per meeting payment at Fifteen Dollars ($15.00), which amount may be modified by action of the CMHA Board at an open regular meeting. Section 5. Officers. The Officers of the CMHA shall be the Executive Director, Assistant Executive Director, Housing Authority Secretary, Housing Authority Counsel, and Finance Officer. Section 6. Executive Director. The Executive Director of the CMHA shall be the Chief Executive Officer (CEO) of the City of Costa Mesa or such other person as may be appointed by the CMHA Board, and by approval of these Bylaws the Executive Director is appointed. The term of office for an Executive Director shall coincide with the CEO's appointment and employment as CEO 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 chief 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. Section 7. Assistant Executive Director. The Assistant Executive Director shall be the Development Services Director of the City of Costa Mesa or such other person as may be appointed by the CMHA Board, and by approval of these Bylaws the Assistant Executive Director is appointed. The term of office for an Assistant Executive Director shall coincide with the Development Services Director's appointment and employment by the City Amended and Restated Bylaws of Costa Mesa Housing Authority April 3, 2012 2 DOC:SOCJ1541191 v510223 53-0002 in such position. The Assistant Executive Director 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 Members shall appoint a new Executive Director, Section 8. Housing Authority Secretary. The Housing Authority Secretary shall be the person employed by the City as the Executive Secretary of the City's Housing and Community Development Division of the Development Services Department or such other person as may be appointed by the Executive Director. 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 9. Housing Authority Counsel. The Housing Authority Counsel shall be appointed by the CMHA Board and shall serve at the pleasure of the CMHA. By approval of these Bylaws the 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 Amended and Restated Bylaws of Costa Mesa Housing Authority Apri13, 2012 3 I]4CSOCI1541191 v51022353-0002 one or more lawsuits or other matters to which the CMHA is a party or in which the CMHA may be legally interested, as directed by the CMHA Board. Section 10. Finance Officer. The Finance Officer shall be the Finance & I.T. Director of the City of Costa Mesa or such other person or persons as may be appointed by the CMHA Board, and by approval of these Bylaws the Finance Officer is appointed. The term of office for the Finance Officer shall coincide with the City's Finance and I.T. 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 ("L AIF"), 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 11. 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. Thereafter, the appointment or reappointment of the Chair, Vice Chair, and CMHA officers shall be the first order of business at the first meeting of the CMHA, regular or special, held in each calendar year. Section 12. Authority to Bind CMHA; City of Costa Mesa Council Policies Apply to 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 City's policies, which shall Council policies shall be deemed to apply to the CMHA under these Bylaws herein, "Council Policies"). Amended and Restated Bylaws of Costa Mesa Housing Authority April 3, 2012 4 DOC:SOC;11541191 v51022353-0002 Section 13. 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 14. 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 second Tuesday of each month at 6:30 p.m. or as soon thereafter as the meeting may commence, or as and 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 held on the next business day 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, 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 15. 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 Amended and Restated Bylaws of Costa Mesa Housing Authority April 3, 2012 5 DOC'SOC:11541191 v5JQ22353-UUU2 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 16. 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 17. 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 18. Adiourninn 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 Amended and Restated Bylaws of Costa Mesa Housing Authority April 3, 2012 5 DOCSOC11541191 v5/022353-0002 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 19. 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 20. 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 21. Order of Business. At the regular meeting of the CMHA, the general order of business shall be consistent with the Council Policies and as of the date hereof the order is a follows: (a) Pledge of Allegiance (b) Roll Call (c) Clerk's Statement (d) Approval of Minutes (e) Closed Session (f) Report of Closed Session (g) Public Comments (h) Warrants Amended and Restated Bylaws of Costa Mesa Housing Authority April 3, 2012 7 DOCSOCI1541191 v5J022353-0002 (1) Authority Members' Comments and Suggestions 0) Old Business (k) New Business (1) Reports: Executive Director and Housing Authority Counsel (m) Adjournment Section 22. 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 or as otherwise provided in the Council Policies. Section 23. 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 April 3, 2012 8 DOCSOCI1541191v51022353-0002 ATTACHMENT 2 AMENDED AND RESTATED CMHA BYLAWS (BLACKLINE VERSION) AMENDED AND RESTATED BYLAWS OF THE COSTA MESA HOUSING AUTHORITY i ianuary 17 Al2ril 2012; Byt�san,,ary �"'DOCSOC/ ;z e�,-,cy4-154LL21Y4/022353-0002 D0CS0C /lr14ll9lv5.LQ22353-0001 Amended and R ws Costa Me uthorit These Amended and Restated Bylaws are the novern'na ruleAof the Costa Ho-usingMesa Authority. al L3yiaws were anus 17 2012 and are hereby amended restated by these Amended and Restated Bylawa (hereinafter. "Bylaws"1. Section 1. Name. The official name of the housing authority formed pursuant to 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"- using 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 pursuant to the HAL;; and, on January 17, 2012 by Resolution No. - d12 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. The CMHA shall be administered by a governing board whose members shall be 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". The term of office as a member of the CMHA Board shall terminate when such member of the CMHA Board shall cease to be a member of the City Council; and the appointed or elected successor, as applicable thereto, to such member of the City Council shall become a member of the CMHA Board. The CMHA Board shall be chaired by a "Chair." The Chaor shall be the MayqF E)f the GIty A-f r__eq_t_n_ h4esa unless the CMHA Board olo..+g- _Ai49theF of its Fnernbers to .ewe at-; nh. ;r» and there_ shall be a "Vice Chair". By approval of these Bylaws the first Chair of the CMHA Board is -hereby designated as Mayor Pro Tem Jim Righeirner and the Vice Chairs hereby designated as Council Member Stephen M Thereafter,the Chair and the Vice Chair of the CMHA B-aard shall be selected and Upo'nted by a malority vote of a guorum of the CMHA Board. The Chair shall preside at all meetings of the CMHA: and the Vice Chair shall preside a or incapacity f the Chair. 4-Amended and Restated Bylaws Hof Costa Mesa Hausiu� Authority 2012 1 DOC S OC/1533454154LMv451022353-0002 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. and Meeting Pursuant sin Authorities LawGalifornia Heafth de Section 342 members of the CIVIIHA Board may receive per diem paymen for attendance at not more etin s l2er m CMHA, which shall not ollars d shall receive necessary e*pe se6, 'nol urlinn traveling and subsistence expenses incurred in the discharge of ##aeirthe Member's duties, but only when authorized by the CMHA Board and if there are unencumbered funds available for such purpose in compliance with and pursuant to applicable laws and regulations. By ado i n of these Bylaws, the CMHA sets the stipend per meetin payment at Fifteen 15.00whichmodified by action of the CMHA Board at an oven reaular meetina. Section 5. Officers. The Officers of the CMHA shall be the Executive Director, Assistant Executive Director, Housing Authority Secretary, Housing Authority Counsel, and Finance Officer. Section 6. Executive Director. The Executive Director of the CMHA shall be the Chief Executive Officer (CEO) of the City of Costa Mesa or such other person as may be appointed by the CMHA Board, and by appipYal of these Bylaws the Executive ❑irectar is appointed. The term of office for an Executive Director shall ha F.. m the date of hiheF appointment thR)Ugh the date 9f the first Fegular meetiRg 9f the G-A4WA 'A *-he RP-X4 SUGGe9diRg GalendaF year; previd-e-d- thant he Ar she shall jsep�e until a sueoesser has been duly vincide with the CEO's appointment and emplovment as CEO of the Qft. 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-4-se serves as the chief 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 2Amended and Restated Bylaws januaTof Costg Messy Nousin� Autharit� A riL3 2012 2 DOC SOC/4-533433LgAlMv+5/022353-0002 the Executive Director's authorized designee(s) shall be authorized to sign all contracts, deeds and other instruments executed by the CMHA. Section 7. Assistant Executive Director, The Assistant Executive Director shall be the assistant CE-OQRXgLRpWgaLAerv=ig1LPjLq= of the City of Costa Mesa or such other person as may be appointed by the CMHA Board, and by aaproval of these Bylaws the Assistant Executive Director is fignointed. The term of office for an Assistant Executive Director shall first FegUlaF meeting of the GMHA in the next succeeding GalendaF yeaF; PFevided that he of she —s 'a„--vz^Rt+l a-suocee ^�;--^'coincide with the Development Services D-irector's appointment and emplovment by the Citv in such position. The Assistant Executive Director 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 memI CMHA Members shall appoint a new Executive Director. Section 8. Housing Authority Secretary. The Housing Authority Secretary shall be the city G!eFk of the City of G.-sta Meraperson employed by the City as the Executive Secretary of the Ci Community Development Division Development Services Department or such other person as may be appointed by the Executive Director. The Housing Authority Secretary shallLJW keep the records of the CMHA, s4"Ubb act as Housing Authority Secretary at the regular and s er�i I meetings of the CMHA�c record all votes, ^ELM keep a record of the proceedings of the CMHA in a journal of proceedings to be kept for such purpose, and W perform all duties incident to the office. Section 9. Housing Authority Counsel. The Housing Authority Counsel shall be appointed by the CMHA Board and shall serve at the pleasure of the CMHA. The ''r^r'rtiaal Housing ❑ i 1thOFity Gounse ici�y_api7roval of these 6vlawS the City Attorney and speeialis desianated as aenml counsel to the CMHA. Special: counsel may also be retained by the CMHABoard, by the City Attorney, andlor by the Executive Director. The Housing Authority Counsel shall be responsible for the preparation of all proposed resolutions, laws, 3-Amended and Restated Bylaws Hof Costa Mesa Nousin� Autharit� A riL 2012 DncsoC4�U4-LMv45/022333-0002 rules, contracts, bonds and other legal papers for the CMHA,_ except that the CMHA Board generaland/or the E or may direct h sel preparesuch 12rol2osed resolutions, laws rules, bonds and other legal papers. The Housing Authority Counsel and special counsel(s) shall give advice or opinions w �` 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 datake such other thiRgsactions 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 the r,+.. ❑++„r.,ti., Of the ri+„ of r`.,q+n nnnq;; er special counsel mom. otherwise selected to attend to alone or more lawsuits or other matters to which the CMHA is a party or in which the CMHA may be legally interested, as it by the CMHA Berard. Section 10. Finance Officer. The Finance Officer shall be the Finance & I.T. Director ^frLn of the City of Costa Mesa or such other person or persons as may be appointed by the CMHA Board n 'n nce Officer is appointed. The term of office for the Finance Officer shall coincide with the Citv's Finance and I.T. Director's ap ontment an -/_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 T-FeasuFy Manager shall keep regular books of account, showing receipts and expenditures, and shall render to the CMHA at na^" ronuhr meetinqgMabei or more often when requested, an account of transactions and the financial conditions of the CMHA. Section 11. Appointment of Officers. The initial appointment of officers occurred pursuant to CMHA Resolution No. 01-2012 on January 17, 2012nd the provided adoption of these Bylaws (as amended and restated appointments of Chair, Vice Chalir and CMHA officers as set forth hereinabove are 4Amendtd and Restated Bylaws:.f Caster Mesa Nousin� Authority nrel 3.2012 4 Df]C;SOCIIP-44-5-5L5 LL9-tvl51022353-0002 made d affirmed. Thereafter,appointment or reappointment of the Chair. Vice Chair, and CMHA officers shall be the first order of business at the first meeting of the CMHA, regular or special, held in each calendar year. Section 12. Authority to Bind CMHA; City of Costa Mesa Council Policies Apply to 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 City's policies, which shall Council policies shall be deemed to apply to the CMHA under these flaws B law herein, "Council Policies"). Section 13. 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 14. Regular Meetings. Regular meetings shall be held in the Council Chambers at City Hail or at such other place as the Chair may designate; on the second Tuesday of each month at 6:30 a.m. or as soon thereafter as the meetinn may commence, or as and on dates and at a time as otherwise fixed by Resolution of the CMHA, r-nimp;l Board. If at any time any regular meeting falls on a legal holiday, such regular meeting shall be held on the next business day at the same time unless otherwise scheduled by the CMHA and eensistan+ with mootiRg dates of 'thin City G9uPniiBQard 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 5Amended and Restated Bylaws '"nuat) _'.:f Cnsta Mesa Hansin� Authority AjL 2012 5 I)OCSCCI15P- 4-5-5Li4.LI-9-Lv-15/022353-0002 discussed shall be posted at a location freely accessible to members of the public; further, 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 15. 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 me%Members of the CMHA Board by delivering written notice to each erMember 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 grown Act. Such written notice may be dispensed with as to any Fnem wMgmber 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 ita meeting convenes. Section 16. Closed Sessions. Nothing contained in these by laws 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 17. Public Hearin s. All public hearings held by the CMHA Board shall be held during regular or special meetings of the CMHA Board and pursuant to applicable la ws. Section 18. Adjourning Meetings and Continuing Public Hearings to Other Times or Places. The CMHA Board may adjourn any meeting to a time and place 13ylaws 5=1- Costa Mesa Housing Authorit► nri[ 3- 20 12 DOCSOC4�1, 45 1 i9145/022353-0002 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 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 19. Meetings to be Open and Public. All meetings of the CMHA m r-qBoard 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 bylawsBXlaws. Section 20. Quorum. A majority of the members of the CMHA Board present and elialble 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. -7Amended and Restated Bylaws arU, 2012 Z DOCSOC145P34551541191 v45/022353-0002 Section 21. Order of Business. At the regular meeting of the CMHA, the general order of business shall be consistent with the Council Policies and as of the date hereof the order is a follows: (a) Grill r.4II Ja Pledge of Allegiance Ub Roll Call (c) tatement Jd Anoroval of Minutes M WClosed Session Lf Report of Closed Session (g) Public Comments (h) iemsen+ Qnlonrl�r arrants Rublir• uea;rinryc.Aythority Members' Comments and Suaaestions U} Old Business (k) New Business Removed free.m.the - - - indda FRe..■ Executive Director and Housina 4utVo-riSj—CAmn."J. (Fn Ghair and f-'nmmitteeReports (n) Staff Reports (e) AA her Gemm is and Actions [�7�v-rL�li�nc�--vearrRrr2�1'[a-�rrterr3 fi*Adjournment Amended and Restated Bylaws Hof Costa Mesa Housing Authority 2012 I)OCSOCJIS;454154L1. v45/O22353-0002 Section 22. 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 or as otherwise provided in the Council Policies. Section 23. Amendments to Bylaws. These bylawsay "aw may be amended by the CMHA Board at any regular or special meeting by majority vote of the quorum except as ovided by applicable , provided that the proposed amendment to any particular section is included in the posted notice of such meeting. 9Amended and Restated Bylaws Hof Costa Mesa Housing Authorif� Aril � 2012 DOCSOCI-1-53 4-5-5154IMv4-51022353-0002 Document comparison by Workshare Professional on Tuesday, March 27, 2012 2:34:39 PM Input: Document 1 ID Powerpocs://DOCSCCl1541191/1 DOCSOC-#1541191-v 1- Description Amended _ and _Restated_Bylaws_for_Costa_Mesa_Housi ng Authority Document 2 ID Powerpocs:11DOCSOC/1541191/5 DOCSOC-#1541191-v5- Description Amended _ and _Restated_Bylaws_for_Costa_Mesa_Housi ng_Authority Rendering set SYCR 1 Legend: Style change Format change llnserted cell I I Deleted cell I I Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 103 Deletions 70 Moved from 1 Moved to 1 Style change 0 Format changed 0 Total changes 175 ATTACHMENT 3 CMHA RESOLUTION APPROVING THE AMENDED AND RESTATED BYLAWS OF APRIL 3, 2012 COSTA MESA HOUSING AUTHORITY RESOLUTION NO. 2012-04 RESOLUTION OF THE COSTA MESA HOUSING AUTHORITY ADOPTING AMENDED AND RESTATED BYLAWS OF THE HOUSING AUTHORITY 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 Housing Authorities Law, commencing with California Health & Safety Code Section 34200, et seq. ("HAL"); and WHEREAS, by resolution adopted January 17, 2012 the Costa Mesa Housing Authority ("Housing Authority") the initial Bylaws for the Housing Authority; and WHEREAS, the Housing Authority desires to amend and restate the Bylaws; and WHEREAS, the Housing Authority has considered such Amended and Restated Bylaws of the Costa Mesa Housing Authority (April 3, 2012) at an open public meeting and provided the public an opportunity to comment on such agenda item and now desires to approve the Amended and Restated Bylaws of the Costa Mesa Housing Authority (April 3, 2012) for the orderly conduct of business of the 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 (April 3, 2012)" (herein "Bylaws") attached hereto as Exhibit A and incorporated herein by this reference as though fully set forth herein are hereby adopted and approved as the official Bylaws of the Costa Mesa Housing Authority. Section 2. The Housing Authority Secretary shall certify to the adoption of this Resolution. APPROVED AND ADOPTED this 3''� day of April 2012. COSTA MESA HOUSING AUTHORITY, a public body, corporate and politic Chair ATTEST: Housing Authority Secretary DOCSQC11553260v 11022353-0002 STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF COSTA MESA I, , Secretary of the Costa Mesa Housing Authority, d❑ hereby certify that the foregoing Resolution No. was introduced and adopted at a regular meeting of the Housing Authority held on the of April 2012 by the following vote of the members thereof: AYES: MEMBERS: NOES: MEMBERS: ABSENT: MEMBERS: ABSTAIN: MEMBERS: COSTA MESA HOUSING AUTHORITY Housing Authority Secretary DOCSOCI 15532b0v 110223 53-0002