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RCPDFA-7RESOLUTION NO. RCPDFA - 7 A RESOLUTION OF THE AUTHORITY COMMISSION OF THE RIVERSIDE COUNTY PALM DESERT FINANCING AUTHORITY APPROVING AMENDED AND RESTATED BYLAWS (FEBRUARY 14, 2011) OF THE AUTHORITY THE AUTHORITY COMMISSION OF "I'HE RIVERSIDE COUNTY PALM DESERT FINANCING AUTHORITY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. The Amended and Restated Bylaws (February 14, 2011) of the Authority, attached hereto as Exhibit A, are hereby approved and adopted as the official bylaws of the Authority. PASSED, APPROVED and ADOPTED this 14th day of February, 2011, by the following vote, to wit: AYES: BENOIT, WOHLMUTH, and BENSON NOES: NONE ABSENT: LUNA ABSTAIN: NONE ATTEST: CHELLE D`KLASSENJSECRETARY RIVERSIDE COUNTY PALM DESERT FINANCING AUTIORITY . BENSON, ESIDENT -1- 1'6402-0001\1325I30vI.doc EXHIBIT A AMENDED AND RESTATED BYLAWS (Attached) -2- P6402-000I\I325130v1.doc AMENDED AND RESTATED BYLAWS (FEBRUARY 14, 2011) OF THE RIVERSIDE COUNTY PALM DESERT FINANCING AUTHORITY ARTICLE 1 THE AUTHORITY Section 1. Name of Authority. The name of the Authority shall be the "Riverside County Palm Desert Financing Authority." Section 2. Seal of Authority. The Authority may have a seal. The seal of the Authority shall be in the form of a circle and shall bear the name of the Authority and the year of its organization. Section 3. Office of Authority. The office of the Authority shall be at the offices of the Palm Desert Redevelopment Agency. ARTICLE 2 OFFICERS Section 1. Officers. The officers of the Authority shall be a President, a Vice -President, a Secretary, a Treasurer and a Chief Administrative Officer. Subject to other direction of the Authority Commission by resolution or minute order, an officer shall sign all contracts, deeds and other instruments made by the Authority. Section 2. President. The President shall be the member of the Authority Commission who is the then current member of the Agency Board of the Palm Desert Redevelopment Agency. The President shall preside at all meetings of the Authority Commission. Section 3. Vice -President. The Vice -President shall be the member of the Authority Commission who is the then current member of the Board of Supervisors of the County of Riverside. The Vice -President shall perform the duties of the President in the absence or incapacity of the President. Section 4. Secretary. The Secretary shall be the then current Secretary of the Palm Desert Redevelopment Agency. The Secretary shall keep the records of the Authority, shall act as Secretary of the meetings of the Authority Commission and record all votes, and shall keep a record of the proceedings of the Authority in the form of minutes to be kept for such purpose, and shall perform all duties incident to the office of Secretary. The Secretary shall keep in safe custody the seal of the Authority and shall have power to affix such seal as required to all contracts and instruments authorized to be executed by the Authority Commission. The Secretary may attest to signatures of other officers of the Authority. Section 5. Treasurer. The Treasurer shall be the then current Treasurer of the Palm Desert Redevelopment Agency. The Treasurer shall keep regular books of accounts showing receipts and expenditures and shall render to the Authority Commission, the County of Riverside and the Palm Desert Redevelopment Agency, as requested, an account of the transactions of the Authority and shall perform any other duties that are designated from time to time by the Authority. The Treasurer, or in the absence of the Treasurer, a person appointed by the -3- P6402-000I\1325130v1.doc Treasurer or the Authority Commission, shall have the care and custody of all funds of the Authority. The Treasurer may enter into agreements on behalf of the Authority with any financial institution authorized to accept deposits of public funds, providing for the transfer of funds between accounts maintained therein by the Authority upon request by telephone. Such agreements may also provide for the investment upon request by telephone of funds maintained in such accounts, in property or securities in which public agencies may legally invest money subject to their control. Such agreements shall designate the accounts maintained by the Authority which are subject thereto, and the persons who may, from time to time, make such transfers and direct such investments by telephone request. Section 6. Chief Administrative Officer. The Chief Administrative Officer shall be the then current Executive Director of the Palm Desert Redevelopment Agency. The Chief Administrative Officer shall conduct day-to-day administration of the Authority's business and affairs, subject to the direction of the Authority Commission. Except as may be provided otherwise by resolution or minute order of the Authority Commission, the duties of the Chief Executive Officer and the powers of that office, to the extent practicable, shall be commensurate with and consistent with the duties of the Executive Director of the Palm Desert Redevelopment Agency. Notwithstanding the provisions of Section 8 hereof, the Chief Administrative Officer may appoint a deputy to act in the place and stead of the Chief Administrative Officer. Notice of such appointment shall be given in writing to the Secretary and shall be effective as of the date of such notice. Section 7. Additional Duties. The officers of the Authority shall perform such other duties and functions as may from time to time be required by the Authority or these Bylaws or by resolution or minute order of the Authority Commission. Any officer of the Authority may sign, with the countersignature of one other officer, deputy officer or member of the Authority Commission, all orders and checks for the payment of money under the direction of the Authority Commission. Section 8. Additional Personnel. The Authority Commission may from time to time appoint deputy officers to perform the duties of officers and employ such other personnel as it deems necessary to exercise its powers, duties and functions. The selection and compensation of such officers and other personnel shall be determined by the Authority Commission. ARTICLE 3 MEETINGS Section 1. Applicability of Ralph M. Brown Act. Meetings of the Authority Commission shall be held, notice given and the business of the Authority Commission conducted, all as provided in the Ralph M. Brown Act, being California Government Code Section 54950, et seq. Regular meetings of the Authority Commission shall be held on the second Monday of each month at 10:00 a.m. in the north wing conference room at Palm Desert City Hall, 73-510 Fred Waring Drive, Palm Desert, California 92260. If a regular meeting date falls on a holiday, such regular meeting will be held the following day. Section 2. Ouorum. Three members of the Authority Commission shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other -4- P6402-0001 \ 1325130v 1.doc purposes, but a smaller number may adjourn from time to time until a quorum is obtained. Action may be taken by the Authority Commission upon a vote of a majority of a quorum, unless a higher vote is required by these Bylaws, a resolution of the Authority Commission or applicable provisions of California law. Section 3. Manner of Voting. The manner of voting on resolutions and on other matters shall be as prescribed by the President. Section 4. Payment of Money. All orders for the payment of money require the votes of at least three members of the Authority Commission. ARTICLE 4 AMENDMENTS Section 1. Amendments to Bylaws. The Bylaws of the Authority may be amended by resolution of the Authority. -5- P6402-0001\1325I30vI.doc