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HomeMy WebLinkAboutCRA 2019-004-006 By-Laws RESOLUTION NO. CRA 2019-004-006 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI GARDENS, FLORIDA, ADOPTING THE BY-LAWS OF THE COMMUNITY REDEVELOPMENT AGENCY; A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT "A"; PROVIDING FOR ADOPTION OF REPRESENTATIONS, PROVIDING AN EFFECTIVE DATE. WHEREAS, on October 24, 2018, pursuant to Resolution No. 2018-163-3577 duly adopted by the City Council (the "Council") of the City of Miami Gardens, Florida (the "City"), the Council created a "Community Redevelopment Agency" known as the Miami Gardens NW 27th Avenue Community Redevelopment Agency (the "CRA") with the authority to transact business and exercise powers under and pursuant to the Florida Community Redevelopment Act, Chapter 163, Part III, Florida Statutes, as amended (together with other applicable provisions of law, the "Act"), and WHEREAS, on September 12, 2018, pursuant to Resolution No. 2018-144-3558 duly adopted by the Council, the Council ordained that the members of the Council should sit as the CRA Board, and WHEREAS, the attached By-Laws address the administration and management of the Miami Gardens Community Redevelopment Agency outline the roles and responsibilities of the CRA Board of Directors and its employees; dictates when and how meetings will be noticed and conducted, describes the process to execute contracts, acquire real property and purchase of good and services; establishes the fiscal year and budget process for the CRA; outlines auditing and reporting requirements; as well as outlines other terms necessary for the CRA to function as a legal entity within the State of Florida, and WHEREAS, if a conflict arises between these By-Laws and any provision of Florida Statutes including Chapter 163, Part III, Florida Statutes, or the Interlocal Cooperation Agreement dated May 31, 2019 between Miami-Dade County, the City and the Agency then, in that event, the statute or Interlocal Cooperation Agreement shall prevail, and NOW THEREFORE, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI GARDENS, AS FOLLOWS: Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Resolution. Section 2. AUTHORIZATION: The City of Miami Gardens Community Redevelopment Agency hereby adopts the By-Laws of the Community Redevelopment Agency; a copy of which is attached hereto as exhibit "A". Section 3. EFFECTIVE DATE: This Resolution shall take effect immediately upon its final passage. PASSED AND ADOPTED BY COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON DECEMBER 11, 2019. OLIVER GILBERT, III, CHAIRPERSON ATTEST: MARIO BATAILLE, BOARD CLERK PREPARED BY: SONJA KNIGHTON DICKENS, ESQ. SPONSORED BY: CAMERON D. BENSON, Page 2 of 3 Resolution No. CRA 2019-004-006 Moved by: /V'1,ro'7 Seconded by: Uzi Aron 11i��zS VOTE: � i�) Chairperson Oliver Gilbert, III (Yes) (No) Vice Chairperson Rodney Harris x (Yes) (No) Board Member Katrina Wilson u (Yes) (No) Board Member Erhabor Ighodaro, Ph.D. (Yes) (No) Board Member Lillie Q. Odom >� (Yes) (No) Board Member Reggie Leon x (Yes) (No) Board Member David Williams Jr (Yes) (No) Page 3 of 3 Resolution No. CRA 2019-004-006 BY-LAWS OF MIAMI GARDENS COMMUNITY REDEVELOPMENT AGENCY Index ARTICLE 1 GENERAL 1.1 ESTABLISHMENT AND NAME. 1 .2 PURPOSE AND OBJECTIVES. 1 .3 SEAL. 1 .4 MEMBERS AND TERMS. 1.5 COMPENSATION. ARTICLE 2 OFFICERS AND EMPLOYEES 2.1 OFFICERS. 2.2 CHAIR. 2.3 VICE-CHAIR. 2.4 EXECUTIVE DIRECTOR. 2.4.1. General. 2.4.2. Responsibility. 2.4.3. Property Negotiations. 2.5 SECRETARY. 2.6 TREASURER. 2.7 BUDGET OFFICER. 2.8 GENERAL AND SPECIAL COUNSEL. 2.9 EMPLOYEES, AGENTS AND CONSULTANTS. 2.1 O POLICIES AND PROCEDURES. ARTICLE 3 3.1 REGULAR MEETINGS. 3.2 SPECIAL MEETINGS. 3.3 EMERGENCY MEETINGS. 3.4 NOTICE OF MEETINGS. 3.5 QUORUM AND VOTING. 3.6 RECESSED AND CONTINUED MEETINGS. 3.7 RULES OF ORDER. 1 ARTICLE 4 CONTRACTS 4.1 EXECUTION OF INSTRUMENTS. 4.2 REAL PROPERTY ACQUISITION AND DISPOSITION. 4.3 PURCHASING GOODS AND SERVICES. ARTICLE 5 FISCAL MATTERS 5.1 FISCAL YEAR. 5.2 BUDGET. 5.3 ACCOUNTING PRACTICES. 5.4 ANNUAL AUDIT. 5.5 ANNUAL REPORT. 5.6 BONDING OF OFFICERS AND EMPLOYEES. 5.7 MAINTENANCE AND DISBURSEMENT OF FUNDS. 5.8 SUPERVISION OF ACCOUNTS. ARTICLE 6 ADVISORY COMMITTEES 6.1 POWER TO CREATE. ARTICLE 7 AMENDMENTS 7.1 AMENDING. . ARTICLE 8 INDEMNIFICATION AND INSURANCE 8.1 INDEMNIFICATION OF THE CRA, ITS OFFICERS, MEMBERS, AND EMPLOYEES. 8.2 INSURANCE. 1 BY-LAWS OF 2 MIAMI GARDENS COMMUNITY REDEVELOPMENT AGENCY (A Community Redevelopment Agency Created Pursuant to Chapter 163, Part III, Florida Statutes) These By-Laws of the City of Miami Gardens Community Redevelopment Agency approved pursuant to Resolution CRA 2019-005-007 on December 11, 2019. These By- Laws address the administration and management of the Miami Gardens Community Redevelopment Agency. If a conflict arises between these By-Laws and any provision of Florida Statutes including Chapter 163, Part III, Florida Statutes, or the Interlocal Cooperation Agreement dated May 31, 2019 between Miami-Dade County, the City and the Agency then, in that event, the statute or Interlocal Cooperation Agreement shall prevail. ARTICLE 1ARTICLE 1 GENERAL ARTICLE 21.1 Establishment and Name. Pursuant to Chapter 163, Part III, Florida Statutes, the City Council of the City of Miami Gardens, Florida (the "City"), as the City's governing body, established a community redevelopment agency known as Miami Gardens Community Redevelopment Agency (the "CRA''). ARTICLE 31.2 Purpose and Objectives. The purpose of the CRA is to formulate a workable program for utilizing appropriate private and public resources to eliminate and prevent the development or spread of slum and blighted areas within the City. ARTICLE 41.3 Seal. The Secretary shall be the custodian of the Seal. ARTICLE 51.4 Members and Terms. In accordance with Section 163.357(1), Florida Statutes, the City Council of the City has designated itself as the governing board of the CRA. Reference to the members of the CRA as a whole shall be "Board of Directors", "Directors," or "CRA Board". An individual member of the CRA shall be referred to as a "Director" ARTICLE 61.5 Compensation The Directors shall serve without compensation from the CRA, but shall be entitled to reimbursement for their actual and necessary expenses incurred in the discharge of their duties for the CRA. Requests for reimbursement shall be subject to the requirements of applicable law. 3 ARTICLE 7ARTICLE 2 OFFICERS AND EMPLOYEES ARTICLE 82.1 Officers. The officers of the CRA shall be a Chair, Vice- Chair and Directors. ARTICLE 92.2 Chair. The Mayor/Acting Mayor of the City shall serve as Chair of the CRA. The Chair shall preside at all meetings of the CRA and shall execute instruments in the name of the CRA as may be required, and shall have general supervision, direction and control over the business and operations of the CRA. ARTICLE 102.3 Vice-Chair. The Vice-Mayor of the City shall serve as the Vice-Chair. The Vice-Chair shall, in the absence, disqualification, resignation, death, or disability of the Chair, or at the Chair's direction, exercise the functions of the Chair. ARTICLE 112.4 Executive Director. The Board shall appoint an Executive Director of the CRA. The Executive Director shall serve without compensation, provided the CRA may reimburse the City for the Executive Director's services pursuant to an Interlocal Agreement between the City and the CRA. ARTICLE 122.4.1. General The Executive Director shall be the chief operating officer of the CRA. ARTICLE 132.4.2. Responsibility. The Executive Director shall be responsible for the day to day administrative activities of the CRA, including agenda preparation, coordination with the CRA General Counsel and City departments; supervising employees; be responsible for the effectuation of the CRA's policies, the authorization and certification of budgets and related documents involved in the financial affairs of the CRA; be responsible for negotiating development agreements and land deals for the CRA; coordinate redevelopment efforts with federal, state, county and city agencies; be responsible for CRA project coordination and staffing CRA meetings and workshops; direct incentive programs and all other activities of the CRA, including the supervision of staff and consultants to the CRA. 4 ARTICLE 142.4.3. Property Negotiations, The Executive Director may evaluate and negotiate for the CRA to acquire appropriate parcels of property in accordance with approved CRA redevelopment plans, applicable law and CRA actions. ARTICLE 152.5 Secretary. ARTICLE 16The City Clerk shall be the Secretary of the CRA. The Secretary shall perform or be responsible for supervision of performance of the following functions: keeping the records of the CRA; recording minutes of the meetings of the CRA and recording all votes; keeping a journal of proceedings of the CRA; keeping in safe custody the seal of the CRA and with the power to affix such seal to all contracts and instruments authorized to be executed by the CRA and to all necessary certifications of records of official proceedings; maintain a record of all official proceedings of the City relevant to the CRA; and such other duties as the CRA shall determine and assign. The Secretary shall serve without compensation; provided however, the CRA may reimburse the City for the Secretary's services pursuant to an Interlocal Agreement between the City and the CRA. ARTICLE 172.6 Treasurer. ARTICLE 18The Finance Director of the City shall be the Treasurer for the CRA. The Treasurer shall keep the financial records of the CRA's operating budget; keep full and accurate accounts of receipts and disbursements of the CRA; have custody of all operating funds of the CRA; assist the Executive Director in the preparation of a proposed budget and CRA Annual Report; make and file all financial reports and statements necessary to be made and filed by the CRA pursuant to provisions of Chapter 163, Part III, Florida Statutes; and file such reports and statements with the Executive Director and Secretary of the CRA, and all appropriate State and local government agencies. The CRA may reimburse the City for the Treasurer's services pursuant to an Interlocal Agreement between the City and CRA. ARTICLE 192.7 General and Special Counsel. The City Attorney shall be the General and Special Counsel for the CRA. General Counsel shall attend all meetings of the CRA and shall be responsible for the oversight of the CRA's legal affairs.-The General Counsel shall serve without compensation, provided however, the CRA may reimburse the City for the General Counsel's services pursuant to an Interlocal Agreement between the City and CRA. Upon receiving the recommendation of the General Counsel, the Board shall also appoint and set compensation for any Special Counsel as it deems necessary and appropriate, who shall work under the general supervision of the General Counsel. ARTICLE 202.8 Employees Agents and Consultants. 5 2.8.1. Hiring. The CRA may hire, retain, and engage such employees, agents, consultants, experts, attorneys and specialists, as it deems necessary. Except as otherwise provided in these By-Laws or applicable law, the CRA Board of Directors is empowered to approve employment contracts, professional services agreements and other consulting contracts under such terms and conditions and durations as it deems appropriate to carrying out the purpose and objectives of the CRA. 2.8.2. Employment and Personnel Policies. The City is to provide personnel services through an approved Interlocal Agreement which shall include but not be limited to, staff recruitment, training and compliance; record retention with respect to personnel actions and such other personnel services as may be needed. All employees of the MGCRA shall be entitled to participate in all benefit programs afforded to City employees. The MGCRA adopts the City's Personnel Polices as such may be amended from time to time. The CRA may reimburse the City for the personnel services pursuant to an Interlocal Agreement between the City and the CRA. The CRA reserves the right to amend or adjust these policies as they pertain to the CRA in writing and with approval of the Executive Director in a manner that best suits the CRA. ARTICLE 212.9 Policies and Procedures. ARTICLE 22The CRA adopts the City's Procurement, Finance and Human Resources Policies and Procedures as such may be amended from time to time. The CRA reserves the right to amend or adjust these policies as they pertain to the CRA in writing and with approval of the Executive Director in a manner that best suits the CRA. The City is to provide procurement, finance and human resources services to the CRA. The CRA may reimburse the City for the procurement, finance and human resources services pursuant to an approved Interlocal Agreement between the City and the CRA. ARTICLE 23ARTICLE 3 MEETINGS ARTICLE 243.1 Regular Meetings. The CRA shall hold a regular meeting at least four (4) times each fiscal year on a day and at a time and place to be designated from time to time by the Board. 6 ARTICLE 253.2 Special Meetings. The Chair, the Executive Director or any other two (2) Directors of the CRA may require the calling of a special meeting at a reasonable time and place by requesting the Executive Director to arrange for and give notice of such special meeting. ARTICLE 263.3 Emergency Meetings Emergency meetings of the CRA may be called at any time and place by the Chair or by a majority of the Board or by the Executive Director providing personal or telephonic notice to Board, specifying the time and place of the emergency meeting and the business to be transacted. No other business shall be considered at such meeting. ARTICLE 273.4 Notice of Meetings. The Executive Director through the Secretary, will mail or deliver written notice of each regular meeting to CRA Board at least three (3) days prior to such meeting. Written notice of any special meeting shall be mailed or delivered at least two (2) days prior to such meeting. The notice of any special meeting shall set forth the purpose of the special meeting and no other business shall be conducted at that meeting. Notice of all special and regular meetings shall be provided to the public and appropriate City officials. Notice of emergency meetings shall be provided to the public and appropriate City officials as is reasonable under the circumstances. ARTICLE 283.5 Quorum and Voting. A majority of the CRA Board shall constitute a quorum for the purpose of conducting business. When a quorum is present the CRA may act by a vote of a majority of the Directors present, unless otherwise provided by law or these By-Laws. If any meeting cannot be conducted because a quorum is not present, the Directors who are present may adjourn the meeting to a time certain. ARTICLE 29Recessed and Continued Meetings. When a meeting having been set and noticed under the provisions of these By-Laws and during the course of said meeting is recessed to a future time and place certain, there shall be no requirements for giving of notice of the time and place of continuation of said meeting other than the announcement thereof at said meeting. ARTICLE 30 Rules of Order Except as provided by these By-Laws or applicable law, all meetings shall be conducted in accordance with the procedures approved and utilized by the City Council; provided, however, in the absence of any applicable procedure of the City, then the most recent Edition of Robert's Rules of Order, Revised, shall apply. ARTICLE 31ARTICLE 4 CONTRACTS 7 ARTICLE 324.1 Execution of Instruments. Legal instruments of the CRA shall be executed by the Executive Director, attested by the Secretary and the form of any such instrument shall be previously approved by the General Counsel or duly authorized designee provided; however, that where by resolution of the Board, the execution of instruments is delegated to another person, such instrument may be executed in the manner provided by such resolution. Notwithstanding the foregoing, Board approval is not required for, and the Executive Director is authorized to execute all legal instruments on behalf of the CRA, which (a) are not a result of the appropriations process and are in the best interest of the CRA, and (b) do not exceed his or her purchasing authority. ARTICLE 334.2 Real Property Acquisition and Disposition. The acquisition, conveyance and leasing of real property by the CRA shall be done in accordance with Florida Statute 163.380 titled "Disposal of Property in the Community Redevelopment Area" as both may be amended from time to time. ARTICLE 344.3 Purchasing Goods and Services.Except for employment contracts as provided for elsewhere in these By-Laws, all purchases for services and commodities must be made in accordance with the same purchasing processes and requirements that apply to the City Council of City of Miami Gardens. FISCAL MATTERS ARTICLE 354.4 Fiscal Year. The fiscal year of the CRA shall begin on October 1 and end on September 30 of each year. ARTICLE 364.5 Budget. The Executive Director shall prepare an annual budget and work program for the CRA's approval for each fiscal year, and such other budgets as the Directors may determine. The CRA shall not expend any funds other than those in the budget or otherwise authorized by the Board, provided that the Directors shall have the power to amend its budget as may from time to time be necessary. ARTICLE 374.6 Accounting Practices The CRA shall comply with applicable Florida law and all regulations of the Florida Department of Financial Services, or its successor, regarding uniform accounting practices and procedures for units of local government. ARTICLE 384.7 Annual Audit. The Executive Director shall arrange for an independent financial audit of the Redevelopment Trust Fund each fiscal year and a report of such audit by an independent certified public accountant in accordance with the provisions of Section 163.387(8), Florida Statutes. The CRA shall provide a copy of such report to each taxing authority contributing to the Redevelopment Trust Fund. The auditors shall be selected by the Board. The auditor of the CRA may be the same auditor doing the annual audit of the City. 8 ARTICLE 394.8 Annual Report. The CRA shall file with the City and with Miami-Dade County, on or before March 31 of each year, a report of its activities for the preceding fiscal year in accordance with the provisions of Section 163.356(3)(c), Florida Statutes. At the time of filing this report, the CRA shall publish in a newspaper of general circulation in the City a notice to the effect that such report has been filed with the City and that the report is available for inspection during business hours in the office of the Clerk of the City and in the CRA's office. ARTICLE 404.9 Bonding of Officers and Employees. The CRA may require that any or all Directors and employees be required to post bond for faithful performance of duty. The CRA shall pay bonding costs for all such bonds it requires. The Executive Director shall be bonded in an amount not less than the amount that the Executive Director is authorized to procure goods or services without the approval of the CRA Board. ARTICLE 414.10 Maintenance and Disbursement of Funds. All funds of the CRA shall be used only for purposes permitted by applicable law. Funds shall be distributed only at the direction or with the approval of the CRA Board or as provided for in accordance with these By-Laws, and pursuant to an adopted budget. All funds disbursed shall be supported by appropriate requisitions signed by the Executive Director. Notwithstanding the foregoing, except for employee compensation, no single or cumulative obligation requiring a disbursement in excess of Fifty Thousand Dollars ($50,000) to any one individual, person or corporate entity shall be made unless specifically approved by the CRA Board. ARTICLE 424.11 Supervision of Accounts. The Executive Director, subject to the direction of the CRA Board, shall have control and be responsible for the internal supervision and control of the accounts of the CRA. The Executive Director may assign a member of the CRA staff to assist in carrying out this responsibility. The Executive Director may delegate the power to sign checks or otherwise disburse the funds of the CRA; provided, the CRA Board of Directors may approve a designee recommended by the Executive Director under such terms and circumstances, including the absence or incapacitation of the Executive Director, as may be prescribed. The Executive Director or their designee shall have the authority to sign all checks or authorize all electronic fund transfers to pay for the obligations of the CRA as provided in accordance with these By- Laws, the approved budget, approved contracts, and the specific actions of the CRA. ARTICLE 43ARTICLE 5 ARTICLE 44ARTICLE 6 AMENDMENTS 9 ARTICLE 456.1 Amending. The By-Laws of the CRA may be amended after hearing one (1) reading of the proposed amendments, with the final amendment adopted by an affirmative vote of no less than a majority of the Directors present at a regular or special meeting of the CRA Board. No such amendment shall be adopted unless at least two (2) days written notice thereof has been previously given to the Directors. ARTICLE 46ARTICLE 7 INDEMNIFICATION AND INSURANCE ARTICLE 477.1 Indemnification of the CRA, its Directors, Officers and Employees. The CRA shall indemnify its Directors, officers, employees or other persons serving at the request of the CRA in connection with any action, suit or proceeding, civil or criminal, actual or threatened, to which he or she shall be made a party or is threatened to be made a party by reason of his or her being or having been, or by reason of any actual or alleged acts performed or omitted to be performed in connection with his being or having been a Director, officer or employee of the CRA or person serving at the request of the CRA against all expenses (including, but not limited to, attorney's fees, judgments and payments in settlement) actually incurred; provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding as to which he or she shall finally be adjudged to have been guilty of a criminal act or liable for gross negligence or willful misconduct in the performance of his or her duties to the CRA; and provided further, that no person shall be so indemnified or reimbursed in relation to any matters in such action, suit or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction, or the CRA acting by vote of Directors not parties to the same or substantially the same action, suit or proceeding, constituting a majority of the remaining Directors. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such person, his heirs, executors or administrators may be entitled as a matter of law. ARTICLE 487.2 Insurance, The CRA may purchase insurance for indemnifying its Directors, officers, employees and other persons serving at the request of the CRA to the extent that such indemnification is allowed in Section 8.1 herein. The CRA may purchase other insurance, including liability and hazard insurance, as it deems necessary and appropriate. Adopted on December 11 , 2019 by the CRA Board of the Miami Gardens Community Redevelopment Agency. 1 10