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sr-021412-8aSuccessor Agency Meeting: February 14, 2012 Agenda Item: A To: Chairperson and Successor Agency From: Andy Agle, Director of Housing and Economic Development Subject: Adoption of Successor Agency Bylaws Recommended Action Staff recommends that the Successor Agency adopt the proposed Successor Agency Bylaws. Executive Summary This report recommends that the Successor Agency adopt the proposed Successor Agency Bylaws, which will formally name the Successor Agency as "the Santa Monica Redevelopment Successor Agency ", designate the City Council as the Governing Board of the Successor Agency, identify the officers of the Successor Agency, and specify the meetings of the Successor Agency. Background In anticipation of the Redevelopment Agency's dissolution, effective February 1, 2012, on January 10, 2012, Council adopted Resolution No. 10647 and Resolution No. 10648 to serve as the Successor Agency to the former redevelopment agency ( "RDA "). The Successor Agency is comprised of the seven members of the City Council, with the Mayor serving as the Chairperson. Under AB 26, the Successor Agency is required to perform specific functions such as: • Maintain reserves in the amount required by indentures, trust indentures, or similar documents governing the issuance of redevelopment bonds. • Perform obligations and make payments for enforceable obligations. • Prepare payment schedules for enforceable obligations and administrative budgets and submit to Oversight Board for approval. 1 ® Expeditiously wind down the affairs of the RDA including liquidation of the assets and properties of the RDA as directed by the Oversight Board. Discussion The duties of the City, acting as the Successor Agency, are legally separate and independent of the duties of the City, acting as a charter city. Under AB 26, the liability of the Successor Agency, in implementing its duties under AB 26, is limited to the total sum of the property taxes and the value of assets transferred to it as the successor agency for the Redevelopment Agency. Therefore, it is important to establish a separate operating framework to distinguish between actions of the Successor Agency and actions of the City. The proposed Successor Agency Bylaws establish this separate framework by formally naming the Successor Agency as "the Santa Monica Redevelopment Successor Agency ", designating the City Council as the Governing Board of the Successor Agency, identifying the officers of the Successor Agency, and specifying the meetings of the Successor Agency. All actions taken and /or recommendations made by the Successor Agency will be executed through the designated officers of the Successor Agency, although it is recommended that staffing of the Successor Agency be provided by the City via an Operating and Reimbursement Agreement that will require concurrent approval of both the City Council and the Governing Board of the Successor Agency. Staff recommends approval of the Successor Agency By -Laws. Next Steps A Reimbursement and Operating Agreement authorizing the Successor Agency's use of City staff will be presented to the City and Successor Agency for consideration during the February 14, 2012 meeting, following consideration of the Successor Agency By- laws. 2 Financial Impacts & Budget Actions There are no budgetary impacts associated with the adoption of the Successor Agency By -Laws. Prepared by: Nia Tang, Acting Administrative Services Officer Approved: Andy Agle, Director _ Housing and Economic Development 3 Forwarded to Council: Rod Gould City Manager BYLAWS OF THE SANTA MONICA REDEVELOPMENT SUCCESSOR AGENCY ARTICLE I - THE SUCCESSOR AGENCY SECTION 1. Name of Successor Agency. The name of the Successor Agency shall be the "Santa Monica Redevelopment Successor Agency ". SECTION 2. Office of Successor Agency. The office of the Successor Agency shall be at such place in the City of Santa Monica, California, as the Successor Agency may from time to time designate by resolution. SECTION 3. Membership of Successor Agency. Pursuant to the provisions of Part 1.85 of the Health and Safety Code and in accordance with City Council Resolution Number 10647 (CCS), the City Council of the City of Santa Monica, the legislative body of said City, shall be designated as the Governing Board of the Successor Agency. The City Council, acting in its capacity as Governing board of the Successor Agency, shall serve as the Governing Board without additional compensation. ARTICLE II - OFFICERS SECTION 1. Officers. The officers of the Successor Agency shall be a Chairperson, a Chairperson Pro -Tem, a Chief Administrative Officer, a Secretary, and a Treasurer. The officers, acting in their respective capacities under the Successor Agency, shall serve without additional compensation. SECTION 2. Chairperson. The Chairperson shall preside at all meetings of the Successor Agency. Except as otherwise authorized by resolution of the Successor Agency, the Chairperson shall sign all contracts, deeds, and other instruments made by the Successor Agency. At each meeting; the Chairperson shall submit such recommendations and information as he or she may consider proper concerning the business, affairs, and policies of the Successor Agency. SECTION 3. Chairperson Pro -Tem. The Chairperson Pro -Tem shall perform the duties of the Chairperson in the absence or incapacity of the Chairperson; and in case of the resignation or death of the Chairperson, the Chairperson Pro -Tem shall perform such duties as are imposed on the Chairperson until such time as the new Chairperson is designated. SECTION 4. Chief Administrative Officer. The Chief Administrative Officer shall have general supervision over the administration of its business and affairs, subject to the direction of the Successor Agency. SECTION 5. Secretary and Treasurer. The Secretary shall keep the record of the Successor Agency, shall act as Secretary of the meetings of the Successor Agency and record all -1of3- votes, and shall keep a record of the proceedings of the Successor Agency in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to this office. The Treasurer shall have the care and custody of all funds of the Successor Agency and shall deposit the same in the name of the Successor Agency in such bank or banks as is authorized for deposit by the Successor Agency. All checks and orders of the Successor Agency for- payment of money, and all paying out and disbursement of such money, shall be subject to signing and countersigning as established by the Successor Agency by resolution. He or she shall keep regular books of accounts. He or she shall give such bond for the faithful performance of the duties as the Successor Agency may determine. SECTION 6. Additional Duties. The officers of the Successor Agency shall perform such other duties and functions as may from time to time be required by the Successor Agency or the bylaws or rules and regulations of the Successor Agency. SECTION 7. Designation of Officers. The Mayor of the City of Santa Monica shall be the Chairperson of said successor Redevelopment Successor Agency, the Mayor Pro -Tem the Chairperson Pro -Tern of said Successor Agency, the City Manager the Chief Administrative Officer of said Successor Agency, the City Clerk the Secretary of said Successor Agency, and the Director of Finance the Treasurer of said Successor Agency. The Secretary and Treasurer shall be appointed by the Successor Agency. Any person appointed to fill the office of Secretary or Treasurer, or any vacancy therein, shall have such term as the Successor Agency affixes, but no member of the Successor Agency shall be eligible to this office except as a temporary appointee. SECTION 8. Vacancies. Should the office of the Secretary or Treasurer become vacant, the Successor Agency shall appoint a successor as provided in Section 7 of this Article. SECTION 9. Additional Personnel. The Successor Agency may from time to time designate or employ such personnel as it deems necessary to exercise its powers, duties, and functions as prescribed by Part 1.85 of the California Health and Safety Code, as amended from time to time, and all other laws of the State of California applicable thereto. The selection and compensation of such personnel (including the Chief Administrative Officer), shall be determined by the Successor Agency subject to the laws of the State of California. ARTICLE III - MEETING SECTION 1. Annual Meeting. The regular meeting in May shall be known as the annual meeting, and shall be for the purpose of receiving reports of officers and committees, and for any other business that may arise. SECTION 2. Regular Meeting. The regular meetings of the Successor Agency shall be held on the fourth Tuesday of each month at 7:00 p.m. in the Council Chamber of the City of -2of3- Santa Monica. In the event a day of regular meeting shall be a legal holiday, said meeting shall be held on the next regularly scheduled meeting day. SECTION 3. Special Meetings. The Chairperson of the Successor Agency may, when he or she deems it expedient, and shall, upon the written request of two members of the Successor Agency, call a special meeting of the Successor Agency for the purpose of transacting any business designated in the call. The call for a special meeting shall be delivered by mail or personally to the residence or business of each member of the Successor Agency at least 24 hours prior to the date of such special meeting. At such special meeting no business shall be considered, other than as designated in the call, except to the extent permitted by law. SECTION 4. Quorum. The powers of the Successor Agency shall be vested in the members thereof in office from time to time. Four (4) members shall constitute a quorum for the purpose of conducting its business and exercising its powers; however, resolution and orders for the payment of money require the affirmative vote of at least four (4) members of the Successor Agency for passage. A smaller number may recess or adjourn from time to time until a quorum is obtained. Action may be taken by the Successor Agency upon a favorable vote of a majority of the full membership of the Successor Agency. SECTION 5. Order of Business. At the regular meeting of the Successor Agency the following shall be the order of business: 1. Roll Call 2. Approval of the Minutes of Previous Meetings 3. Unfinished Business 4. New Business 5. Adjournment All resolutions shall be in writing and shall be copied in the Successor Agency's journal of proceedings. SECTION 6. Manner of Voting. The voting on all questions coming before the Successor Agency shall be by roll call, and the yeas and nays shall be entered upon the minutes of such meeting; or by voice vote at the discretion of the Chairperson, unless a yea or nay vote is requested by any one (1) member of the Successor Agency. SECTION 7. Roberts Rules. All rules of order not herein provided for shall be determined in accordance with "Roberts Rules of Order ". ARTICLE IV - AMENDMENTS SECTION 1. Amendments to Bylaws. The bylaws of the Successor Agency shall be amended only with the approval of at least four (4) of the members of the Successor Agency at a regular or a special meeting. Adopted: -3of3-