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037 of 2011 - approving the organization of the Local Building Authority dissolving the Municipal Building Author R 11-1 R 11-15 RESOLUTION 37 of 2011 A RESOLUTION approving the organization of the Local Building Authority of Salt Lake City, Utah, and the forms of Articles of Incorporation and Bylaws relating thereto; authorizing the appropriate officers of the City Council and the City to take all necessary actions in connection therewith; dissolving the Municipal Building Authority of Salt Lake City, Salt Lake County, Utah and providing for related matters. WHEREAS, pursuant to the provisions of the Utah Local Building Authority Act, Title 17D, Chapter 2, of the Utah Code Annotated 1953, as amended (the "Act"), the City Council (the "City Council") of Salt Lake City,Utah (the "City"),is authorized to create a local building authority solely for the purpose of accomplishing the public purposes for which the City exists by acquiring, improving,or extending any improvement,facility,property or appurtenance to property that the City is permitted under law to own or acquire,including, but not limited to, a public building or other structure of any kind or a joint or partial interest in the same, which improvement,facility, property or appurtenance may be located inside or outside the boundaries of the City; WHEREAS,the City Council considers it necessary and desirable for the City to organize a nonprofit corporation as the local building authority (the "Corporation") solely for the purpose of accomplishing the public purposes for which the City exists by constructing, acquiring, improving or extending such improvements, facilities, properties or appurtenances to property and financing their costs on behalf of the City, all in accordance with the procedures and subject to the limitations of the Act; WHEREAS, Section 17D-2-201(2) of the Act provides that the articles of incorporation and bylaws of a local building authority,such as the Corporation, are to be approved by the City Council; WHEREAS, there have been presented to and reviewed by the City Council proposed Articles of Incorporation (a copy of the form of which is attached hereto as Exhibit B and which by this reference is incorporated herein) and proposed Bylaws (a copy of the form of which is attached hereto as Exhibit C and which by this reference is incorporated herein) for the Corporation, and the City Council desires to create the Corporation and approve such proposed documents and to authorize the appropriate officers of the City Council and the City to take all necessary or desirable actions in connection with the organization of the Corporation as required by law; Whereas, the Municipal Building Authority of Salt Lake City, Salt Lake County, Utah (the "Municipal Building Authority"), has been administratively dissolved and the City Council desires now to take the actions relating to such dissolution required by the Act and the Bylaws of the Municipal Building Authority; Resolution Creating Local Building Authority Whereas, all bonds and other obligations of the Municipal Building Authority have been paid in full; and NOW, THEREFORE, Be it Resolved by the City Council of Salt Lake City, Utah, as follows: Section 1. The City Council hereby creates the Local Building Authority of Salt Lake City,Utah (the "Corporation"),to function on behalf of the City as its local building authority in accordance with the provisions of the Act, as the same now exists or as it may be from time to time amended. In connection with the creation of the Corporation, the City Council hereby approves (a) the Articles of Incorporation of the Corporation in the form presented to and reviewed by the City Council that is attached hereto as Exhibit B and (b) the Bylaws of the Corporation in the form presented to and reviewed by the City Council that is attached hereto as Exhibit C. Section 2. The members of the City Council are hereby authorized and directed as incorporators to execute the Articles of Incorporation of the Corporation in the form hereby approved, the City Attorney shall cause such executed Articles of Incorporation to be filed with the Division of Corporations and Commercial Code of the State of Utah, and the Chair, the City Recorder, the City Attorney, the City Treasurer and other officers of the City are hereby authorized and directed to take all necessary or desirable actions to cause the creation of the Corporation in accordance with the Act and the Utah Revised Nonprofit Corporation Act,Title 16,Chapter 6a,Utah Code Annotated 1953,as amended. Section 3. The City Council, acting on its own behalf and as Board of Directors of the Municipal Building Authority and acting pursuant to the Bylaws of the Municipal Building Authority and Section 1713-2-701 of the Act, hereby authorizes the dissolution of the Municipal Building Authority. Title to any property currently held by the Municipal Building Authority shall vest in the City and all assets of the Municipal Building Authority shall be transferred to the City. The officers of the City are hereby authorized and directed to take all actions necessary and make all necessary filings to dissolve the Municipal Building Authority under the Act and the Utah Revised Nonprofit Corporation Act,Title 16, Chapter 6a, Utah Code Annotated 1953, as amended. Section 4. The City Council hereby ratifies, confirms and approves all actions heretofore taken by the officers of the City Council to arrange for the creation of the Corporation and the financing of certain projects on behalf of the City by the Corporation as authorized by the Act. Section 5. It is hereby declared that all parts of this resolution are severable, and if any section, paragraph, clause or provision of this resolution shall, for any reason, be held to be invalid or unenforceable,the invalidity or unenforceability of any such section, paragraph, clause or provision shall not affect the remaining sections, paragraphs, clauses or provisions of this resolution. -2 - Resolution Creating Local Building Authority Section 6. All resolutions or parts thereof in conflict herewith are,to the extent of such conflict, hereby repealed and this resolution shall be in full force and effect immediately upon its adoption. APPROVED AND ADOPTED this 25th day of October,2011. Chair, City Council of Salt Lake City, Utah COUNTERSIGN AND ATTEST: By Deputy City lec der C�� mzz i - �- o y APPROVED AS TO FORM Salt Lake city Attorneys Office Date O By - 3 - Resolution Creating Local Building Authority After conduct of other business not pertinent to the above, it was moved, seconded and carried that the meeting adjourn. Chair T Deputy City eefer -7 - Resolution Creating Local Building Authority STATE OF UTAH ) COUNTY OF SALT LAKE) I,Beverly Jones,the duly chosen, qualified and acting Deputy City Recorder of Salt Lake City, Utah (the "City"), do hereby certify that the foregoing is a full, true and correct copy of excerpts from the minutes of a regular public meeting of the City Council of Salt Lake City (the "City Council") held at 451 South State Street, in Salt Lake City, Utah, within the City, on October 25, 2011, including a resolution adopted at the meeting, as recorded in the regular official book of minutes of the proceedings of the City Council kept in my office, that all members of the City Council were given due, legal and timely notice of the meeting, that the meeting therein shown was in all respects called,held and conducted in accordance with law and in full conformity therewith and that the persons therein named were present at the meeting as therein shown. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Salt Lake City, Utah,at Salt Lake City, Utah,this 25th day of October,2011. Deputy City(lie rder fix" K lt�'�'' ^- _ • �lir 7 f i - g - Resolution Creating Local Building Authority EXHIBIT A [ATTACH NOTICE OF PUBLIC MEETING] A-1 Resolution Creating Local Building Authority Salt Lake City Council :� "L°-. y'--. City&County Building 451 South State Street,Room 304 - = - P.O. Box 145476 Salt Lake City,Utah 84114-5476 (801)535-7600 CITY COUNCIL MEETING AGENDA Tuesday, October 25, 2011 3:00 p.m. Work Session (the public is invited to listen to the discussion) 7:00 p.m. Formal Meeting (public comment section is included) Council Meeting Rules Parliarn nt Order and Procedure A. WORK SESSION: Approximately 3:00 p.m. in Room 326, City & County Building, 451 South State St. (Agenda items scheduled during the Council's formal meeting may be discussed during the work session. Items from the following list that Council is unable to complete in the work session from approximately 3:00 p.m.—6:30 p.m. may be addressed in a work session setting following the consent agenda.) 1. (T E N TAT IV E) The Council will consider a motion to enter into Closed Session, in keeping with Utah Code § 52-4-204,for any of the following purposes: a)A strategy session to discuss collective bargaining,pursuant to Utah Code§52-4-205(1)(b); b)A strategy session to discuss the purchase,exchange,or lease of real property(including any form of water right or water shares)when public discussion of the transaction would disclose the appraisal or estimated value of the property under consideration or prevent the City from completing the transaction on the best possible terms, pursuant to Utah Code§52-4-205(1)(d); e)A strategy session to discuss pending or reasonably imminent litigation,pursuant to Utah Code§52-4- 205(1)(c); d)A strategy session to discuss the sale of real property(including any form of water right or water shares)if(1) public discussion of the transaction would disclose the appraisal or estimated value of the property under consideration or prevent the City from completing the transaction on the best possible terms,(2)the City previously gave notice that the property would be offered for sale,and(3)the terms of the sale are publicly disclosed before the City approves the sale; e)For attorney-client matters that are privileged,pursuant to Utah Code§7813-1-137;and f)A strategy session to discuss deployment of security personnel,devices or systems pursuant to Utah Code Section 52-4-205(1)(fl. 2. Report of the Executive Director including a review of Council information items and announcements. ATTACHMENTS 3. The Council will receive a briefing on potential motions for the proposed ordinance enacting Chapter I2.58, Salt Lake City Code,prohibiting idling of vehicles within city limits. The Ordinance will establish time Iimits for idling of vehicles. (Item D2) ATTACHMENTS CONTINUED ON NEXT PAGE Salt Lake City Council Agenda Tuesday,October 25,2011 10. The Council will receive a briefing regarding the City's 10 Year Capital Facilities Plan and Impact Fees.Capital improvements involve the construction,purchase or renovation of buildings, parks, streets or other physical structures. Generally,projects have a useful life of live or more years and cost$50,000 or more. ATTACHMENTS 11. (T E N T AT I V E)The Council will receive a briefing regarding a joint resolution with the Mayor adopting waste reduction and diversion goals for Salt Lake City and directing City staff to develop a zero waste strategic plan to achieve the City's goals. The Zero Waste Resolution formally establishes waste reduction and recycling goals.1 ATTACHMENTS 12. (TENTATIVE)The Council will hold a follow-up discussion on the priorities identified at their September retreat, including a review of a Philosophy Statement on Arts & Culture. (The other priorities identified will be discussed at future Council Meetings and include Economic Health of the City,Neighborhoods& Schools, Local/Neighborhood Business, Parks &Open Space, Sustainability, and Transportation &Mobility. ATTACHMENTS 13. (T I M E A P P R 0 X I M A T E 6:10P M)The Council will interview potential candidates for the Salt Lake City Redistricting Work Group prior to being appointed ATTACHMENTS Mayor's Recommendations: • Maria Torres, District 4; • Stephen L.Nelson, District 7; FORMAL MEETING B. OPENING CEREMONY: 7:00 p.m. in Room 315, City & County Building, 451 South State St. Council Member Jill Love will conduct the Formal Council Meetings during the month of October. 1. Pledge of Allegiance. 2. The Council will approve the meeting minutes of Tuesday, September 27,2011,Tuesday, October 4,2011 and Tuesday, October 11,2011. ATTACHMENTS 3 Salt Lake City Council Agenda Tuesday,October 25,2011 D. POTENTIAL ACTION ITEMS: 1. (T E N T AT I V E) Resolution: Wasatch Hollow Open SQace Management Plan Consider a resolution adopting the Restoration,Use and Management Plan for Wasatch Hollow Open Space. The goal of the plan is to protect native vegetation,water quality, and aquatic and terrestrial wildlife habitat of Emi ation Creek while providing appropriate access and educational opportunities for the public. ATTACI IMENTS (T 11-3) Staff Recommendation: Consider options. 2. Ordinance: Enacting_Chapter 12.58 ProhibitingI dling of Vehicles Within City Limits Consider adopting an ordinance enacting Chapter 12.58, Salt Lake City Code,prohibiting idling of vehicles within city limits. The Ordinance will establish time Iimits for idling of vehicles. ATTACHMENTS (O 11-20) Staff Recommendation: Consider options. E. COMMENTS: 1. Questions to the Mayor from the City Council, 2. Comments to the City Council. (Comments are taken on any item not scheduled for a public hearing, as well as on any other City business. Comments are limited to two minutes.) F. NEW BUSINESS: 1. Resolution: KCPW Radio Loan Consider adopting a resolution authorizing a Loan from Salt Lake City to KCPW Radio for its operations. KCPW Radio is applying for a loan in the amount of$250,000. ATTACHMENTS (R 11-13) Staff Recommendation: Suspend the rules and consider options. G. UNFINISHED BUSINESS: I. Resolution: Interlocal Cooperation Ageement with Salt Lake County for Cost Sharing on the 2011 -2016 Utah Pollution Discharge Elimination System (UPDES)Media Campaign Consider approving an agreement with the County to share costs for a storm water pollution awareness campaign. (The City will partner with the County and other cities in funding education to increase public awareness regarding the prevention of pollution in the storm waters stem, and help reduce the impacts of runoff on streams and on the Jordan River. ATTACIIMENTS (C 11-716) Staff Recommendation: Approve. 5 Salt Lake City Council Agenda Tuesday,October 25,2011 1. ADJOURNMENT: Dated: October 20,2011 By: City Recorder STATE OF UTAH ) ss. COUNTY OF SALT LAKE ) On or before 5:00 p.m. on October 20,2011, 1 also personally(1)posted a copy of the foregoing on the Utah Public Notice Website created under Utah Code Section 63F-1-701, and (2)provided a copy of the foregoing to The Salt Lake Tribune or the Deseret News and to a local media correspondent. City Recorder Subscribed and sworn to before me this 200'day of October,2011. Notary Public residing in the State of Utah Approval: Deputy Director Access agendas a h ://www.slc ov.com/counciUa endas/default.htm People with disabilities may make requests for reasonable accommodation no later than 48 hours in advance of council meetings. We make every effort to honor these requests,and they should be made as early as possible. Accommodations may include alternate formats, interpreters, and other auxiliary aids.The City and County Building is an accessible facility. For questions or additional information, please contact the City Council Office at 535- 7600, or TDD 535-6021.Assistive listening devices are available on Channel 1; upon four hours advance notice. Please allow 72 hours advance notice for sign language interpreters; large type and #2 Braille agendas. *Final action may be taken and/or adopted concerning any item on this agenda. After 5:00 p.m.,please enter the City&County Building through the east entrance. Accessible route is located on the east side of the building. In accordance with State Statute,City Ordinance and Council Policy, one or more Council:Members may be connected via speakerphone. 7 Public Meeting Notice 10/25/11 11:39 AM PUBLIC '.i NOTICE WEBSITE Entity: Salt Lake City Public Body: Salt Lake City Council Subject: Public Meetings Notice Title: Salt Lake City Council Formal Meeting 451 South State Street Meeting Location: Room 315 Salt Lake City 84111 Notice Date & Time: October 25,2011 7:00 PM - 7:00 PM Description/Agenda: Salt Lake City Council City & County Building 451 South State Street, Room 304 P.O. Box 145476 Salt Lake City, Utah 84114-5476 (801) 535-7600 FORMAL MEETING B. OPENING CEREMONY: 7 :00 p.m. in Room 315, City & County Building, 451 South State St. Council Member Jill Love will conduct the Formal Council Meetings during the month of October. 1. Pledge of Allegiance. 2. The Council will approve the meeting minutes of Tuesday, September 27, 2011, Tuesday, October 4, 2011 and Tuesday, October 11, 2011. ATTACHMENTS http:/Iwww.utah.gov/porn/sitemap/noticeprint/89313.htmi Page 1 of 7 Public Meeting Notice 10/25/11 11:39 AM 2. Requires notification of a project application to surrounding neighbors for Special Exceptions and Routine and Uncontested Matters applications. Removes the requirement for applicants to obtain signatures from the adjacent property owners. 3. Requires electronic mail notification to Recognized and Registered Organizations. Removes written mail notification requirement. (O 11-22) Staff Recommendation: Close and consider options. D. POTENTIAL ACTION ITEMS: 1. (TENTATIVE) Resolution: Wasatch Hollow Open Space Management Plan Consider a resolution adopting'the Restoration, Use and Management Plan for Wasatch Hollow Open Space. The goal of the plan is to protect native vegetation, water quality, and aquatic and terrestrial wildlife habitat of Emigration Creek while providing appropriate access and educational opportunities for the public. ATTACHMENTS (T 11-3) Staff Recommendation: Consider options. 2. ordinance: Enacting Chapter 12 .58 Prohibiting Idling of Vehicles Within City Limits Consider adopting an ordinance enacting Chapter 12.58, Salt Lake City Code, prohibiting idling of vehicles within city limits. The ordinance will establish time limits for idling of vehicles. ATTACHMENTS (O 11-20) Staff Recommendation: Consider options. E. COMMENTS: 1. Questions to the Mayor from the City Council. 2. Comments to the City Council. (Comments are taken on any item not scheduled for a public hearing, as well as on any other City business. Comments are limited to two minutes. ) F. NEW BUSINESS: 1. Resolution: KCPW Radio Loan Consider adopting a resolution authorizing a Loan from Salt Lake City to KCPW Radio for its operations. KCPW Radio is applying for a loan in the amount of $250,000 . ATTACHMENTS (R 11-13) http://www.utah.gov/pmnlsitemap/noticeprint/89313.htmi Page 3 of 7 Public Meeting Notice 10/25/11 11:39 AM 5.56 (Rooming Houses and Boarding Houses) , Salt Lake City Code, As part of the Landlord Tenant/Initiative (also known as the Good Landlord Program) , Chapter 5. 14 (Rental Dwellings) , Salt Lake City Code, was recently amended to include rooming houses and boarding houses in the definition of a "rental dwelling" . Chapter 5.56 is no longer needed because rooming houses and boarding houses are regulated by Chapter 5 .14. (0 09-39) ATTACHMENTS Staff Recommendation: Adopt. H. CONSENT: 1. Ordinance: Annual Assessment for Special Lighting District L02 Consider adopting an ordinance (the "2011 Assessment Ordinance") approving an assessment list and levying an annual assessment upon property in Salt Lake City, Utah Lighting District No. 2 (the "District L02") ; establishing the effective date of the 2011 Assessment Ordinance; providing for a procedure to contest an assessment; and related matters. ATTACHMENTS (Q 11-7) Staff Recommendation: Adopt. 2. 2011 Salt Lake City Redistricting Work Group Consider approving the appointments of Maria Torres, District 4 and Stephen L. Nelson, District 7 to the Salt Lake City Redistricting Work Group. ATTACHMENTS (I 11-20) Staff Recommendation: Approve. I. ADJOURNMENT: Dated: October 21, 2011 By: City Recorder STATE OF UTAH ) Ss. COUNTY OF SALT LAKE ) On or before 5:00 p.m. on October 21, 2011, I also personally ( 1) posted a copy of the foregoing on the Utah Public Notice Website created under Utah http:/lwww•utah.gov/pmn/sitemap/notJceprint/89313.html Page 5 of 7 Public Meeting Notice 10/25/11 11:39 AM accommodation no later than 48 hours in advance of council meetings. We make every effort to honor these requests, and they should be made as early as possible. Accommodations may include alternate formats, interpreters, and other auxiliary aids. The City and County Building is an accessible facility. Notice of Special For questions or additional information, please contact the City Accommodations: Council Office at 535-7600, or TDD 535-6021. Assistive listening devices are available on Channel 1; upon four hours advance notice. Please allow 72 hours advance notice for sign language interpreters; large type and #2 Braille agendas. *Final action may be taken and/or adopted concerning any item on this agenda. After 5:00 p.m., please enter the City & County Building through the east entrance. Accessible route is located on the east side of the building. In accordance with State Statute, City Ordinance and Council Policy, Notice of Electronic or : One or more Council Members may be connected via telephone participation: speakerphone Other information: Salt Lake City Council Office Contact Information: 8015357600 council.comments@slcgov.com Posted on: October 21, 2011 12:44 PM Last edited on: October 21,2011 12:44 PM Printed from} Utah's Public Notice Website (http:// mn.utah.govf) http://www.utah.gov/pmn/sitemap/noticeprint/89313.htmi Page 7 of 7 EXHIBIT B [ATTACH FORM OF ARTICLES OF INCORPORATION] B-1 Resolution Creating Local Building Authority Chapman and Cutler LLP Draft of 10/24/11 ARTICLES OF INCORPORATION OF LOCAL BUILDING AUTHORITY OF SALT LAKE CITY,UTAH We, the undersigned persons, acting as incorporators of a corporation under the Utah Revised Nonprofit Corporation Act, adopt the following articles of incorporation for such corporation: ARTICLE I NAME The name of the corporation shall be: LOCAL BUILDING AUTHORITY OF SALT LAKE CITY,UTAH. ARTICLE II DURATION The period of duration of the corporation shall be perpetual unless and until dissolved according to Article XIV hereof or by operation of law. ARTICLE III ORGANIZATION AS NONPROFIT CORPORATION The corporation is organized as a nonprofit corporation pursuant to the provisions of the Local Building Authority Act, Title 17D, Chapter 2, of the Utah Code Annotated 1953, as amended (the "Building Authority Act"), and in accordance with the procedures set forth in the Utah Revised Nonprofit Corporation Act, Title 16, Chapter 6a, Utah Code Annotated 1953, as amended (the "Nonprofit Corporation Act"). The corporation does not contemplate pecuniary gain or profit to the directors or officers thereof and shall so conduct its affairs so that no profit or income from the operation thereof shall inure to any director or officer of the corporation or to 3062728.01.06.B.doc 8704082/RDB/mo (d) Without limiting the generality of the foregoing, but subject to the limitations set forth in Article VIII hereof, the corporation shall have all the powers, privileges and rights necessary or convenient for carrying out the purposes for which the corporation is organized, and the incorporators hereby claim for the corporation all the benefits, privileges, rights and powers created, given, extended or conferred by the provisions of all applicable laws of the State of Utah, including, without limitation, the Building Authority Act and the Nonprofit Corporation Act, and any additions, amendments or supplements thereto. ARTICLE V MEMBERS The corporation shall have no members and shall issue no shares of stock evidencing membership. ARTICLE VI BYLAWS After approval of the form of Bylaws by the City Council of the City (the "City Council"), the Board of Directors of the corporation (the "Board of Directors") shall have the power to adopt Bylaws (the "Bylaws") for the regulation and management of the affairs of the corporation not.inconsistent with law or these Articles of Incorporation, and to amend or repeal any or all of such Bylaws, by the vote of a majority of the directors present at any regular or special meeting of the Board of Directors, as provided and subject to the limitations in the Bylaws; provided that no such amendment or repeal shall take effect until a certified copy of a resolution or other proceeding of the City Council approving such amendment or repeal shall have been filed with the Secretary of the corporation. - 3 - without any action required hereunder operate to change the composition of the membership of the Board of Directors in the manner provided in the Bylaws and in accordance with law. (c) Members of the Board of Directors may be removed and replaced by the City Council at any time in its discretion to the extent provided by law. ARTICLE X INITIAL BOARD OF DIRECTORS The number of directors who shall constitute the initial Board of Directors shall be seven (7). The names and street addresses of the persons who are to serve as the initial directors until their successors are appointed and qualified are: NAME STREET ADDRESS Jill Remington Love Suite 304 in the City Hall 451 South State Street Salt Lake City,UT 84111 Stan Penfold Suite 304 in the City Hall 451 South State Street Salt Lake City, UT 84111 Carlton Christensen Suite 304 in the City Hall 451 South State Street Salt Lake City, UT 84111 Van Turner Suite 304 in the City Hall 451 South State Street Salt Lake City,UT 84111 Luke Garrott Suite 304 in the City Hall 451 South State Street Salt Lake City,UT 84111 JT Martin Suite 304 in the City Hall 451 South State Street Salt Lake City,UT 84111 - 5 - i ARTICLE XII INITIAL PRINCIPAL OFFICE AND REGISTERED OFFICE The location and street address of the initial principal office and registered office of the corporation are as follows: Suite 304 in the City Hall 451 South State Street Salt Lake City,Utah 84111 ARTICLE XIII REGISTERED AGENT The corporation hereby appoints as its initial registered agent Edwin P. Rutan, 11, an individual resident in the State of Utah. The location and street address of the registered office of such registered agent are as follows: City Attorney's Office Suite 505A of the City Hall 451 South State Street Salt Lake City,UT 84111 ARTICLE XIV DISSOLUTION The corporation may be dissolved in the manner provided in the Bylaws and as provided by law, including, without limitation, Section 17D-2-701 of the Utah Code Annotated 1953, as amended. -7 - STATE OF UTAH ) ) COUNTY OF SALT LAKE ) a notary public, do hereby certify that on this 25th day of October,2011,personally appeared Jill Remington Love,Stan Penfold,Carlton Christensen,Van Turner, Luke Garrott, IT Martin, and Soren Simonsen, who, being by me first duly sworn, severally declared that they are the persons who signed the within and foregoing Articles of Incorporation as incorporators and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 25th day of October, 2011. NOTARY PUBLIC Residing at: ,Utah [SEAL] - 9- EXHIBIT C [ATTACH FORM OF BYLAWS] C-1 Resolution Creating Local Building Authority Chapman and Cutler LLP Draft of 10/24/11 BYLAWS OF THE LOCAL BUILDING AUTHORITY OF SALT LAKE CITY,UTAH THESE BYLAWS have been adopted for the regulation and management of the affairs of the Local Building Authority of Salt Lake City, Utah (the "Corporation"), subject to the provisions of its Articles of Incorporation and the laws of the State of Utah, at a meeting of the Board of Directors (the "Board of Directors") of the Corporation held in Salt Lake City, Utah, on November 1,2011,duly called for that purpose. ARTICLE I PROPERTY INTEREST AND NON-LIABILITY OF DIRECTORS AND OFFICERS Section LI. Nonprofit Character and Property Interest. The Corporation is organized and shall operate as a nonprofit corporation that does not distribute any part of its income to its directors or officers. No director or officer of the Corporation shall have any right, title or interest in or to any property,assets or income of the Corporation either prior to or at the time of the dissolution of the Corporation, all of which properties,assets and income shall at the time of dissolution be transferred to Salt Lake City, Utah (the "City"), as provided in the Articles of Incorporation of the Corporation. The property, assets and income of the Corporation shall not inure to the benefit of any private person or private corporation. No earnings of the Corporation may inure to the benefit of anyone other than the City. Section 1.2. Non-Liability. No member of the Board of Directors or officer of the Corporation shall be individually liable upon any indebtedness or liability incurred by the Corporation. Section 1.3. Activities. The Corporation shall engage only in activities that are essentially public in character and that are consistent with the purposes for which the Corporation was organized as provided in its Articles of Incorporation. ARTICLE II MEETINGS Section 2.1. Regular Meetings. The Board of Directors may provide for the holding of regular meetings of the Board of Directors, following such notice to the directors and to the public as may be required by Section 2.3 hereof,at the regular meeting place of the City Council of the City (the "City Council") as shall be designated in the notice of the meeting. Any regular meeting of the Board of Directors may be held on the same or a different day as the day on which regular meetings of the City Council are held. Section 2.2. Special Meetings. Special meetings of the Board of Directors may be called upon a written order signed by any four directors or by the President of the Corporation, and it 3062730.01.08.doc 8704082/RDB/mo Section 3.2. Number, Appointment, Tenure of Office and Removal. The number of directors of the Corporation shall be seven (7); provided that the number of directors of the Corporation shall be increased or decreased automatically and without any further action of the Board of Directors of the Corporation or of the City Council (including, but not limited to, any action to amend these Bylaws or the Articles of Incorporation of the Corporation) to equal the number of members of the City Council at any time as the number of the members of the City Council shall be increased or decreased as provided by law. The members of the City Council shall act as the members of the Board of Directors of the Corporation and, upon taking office as members of the City Council, shall be considered as appointed to the Board of Directors of the Corporation. The term of office of each director shall be the period during which such director serves as a member of the City Council. Each director shall hold office for the term for which he or she is appointed and until his or her successor shall have been appointed and qualified or until his or her earlier death, resignation or removal from office. No director shall take office unless and until he or she is a duly elected or appointed member of the City Council. Any director who ceases to be a member of the City Council shall simultaneously cease to be a director. To the extent provided by law, members of the Board of Directors may be removed and replaced by the City Council at any time in its discretion, upon the filing with the Secretary of the Corporation of a certified copy of a resolution directing such removal and replacement adopted by the City Council, a copy of which resolution shall be recorded in the corporate records of the Corporation; provided, however, that only a member of the City Council may be appointed to replace any director so removed. Section 3.3. Vacancies. Any vacancy occurring in the Board of Directors, including any directorship to be filled by reason of an increase in the number of directors as provided in Section 3.2 hereof, shall be filled by the member of the City Council who has succeeded or been appointed to a position as a member of the City Council as a result of a vacancy on the City Council or as a result of the increase in the number of members of the City Council, such appointment as a director to be effective upon such successor taking office as a member of the City Council. Any such vacancy in the Board of Directors shall remain unfilled until the election or appointment of a new member to the City Council who shall be considered as appointed to the Board of Directors in the manner provided in Section 3.2 hereof. Section 3.4. Compensation. Neither directors nor officers shall receive any salary for their services rendered to the Corporation except that, by resolution of the Board of Directors, actual expenses of attendance, if any, may be allowed for attendance at meetings of the Board of Directors. No director or officer shall receive compensation for serving the Corporation in any other capacity, nor shall any close relative (as hereinafter defined) of a director or officer receive compensation for serving the Corporation. The term "close relative" as used herein shall mean any brother or sister of any director or officer, the forebears and descendants of a director or officer or of any such brother or sister, and any spouse of a director or officer or any aforesaid person. Section 3.5. Accounting and Audits. The Board of Directors shall establish and maintain an appropriate accounting system. Pursuant to the Fiscal Procedures Act for Local Districts, Utah Code Title 17B, Chapter 1, Part 6, as amended (the "Fiscal Procedures Act"), the Secretary/Clerk shall prepare and present to the Board of Directors detailed quarterly financial - 3 - Section 4.4. President. The President: (a) shall be the principal executive officer of the Corporation and, unless otherwise determined by the Board of Directors,shall preside at all meetings of the Board of Directors; (b) may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, leases, assignments or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation,or shall be required by law to be otherwise signed or executed; and (c) shall in general perform all duties incident to the office of President and such other duties as from time to time may be assigned to him or her by the Board of Directors. Section 4.5. Vice President. In the absence of the President,or in the event of his or her inability or refusal to act,the Vice President shall perform the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall also perform such other duties as from time to time may be assigned to him or her by the Board of Directors. Section 4.6. Secretary/Clerk. The Secretary/Clerk shall: (a) keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; (d) keep a register of the names and post office addresses of all members of the Board of Directors; (e) have general charge of the books of the Corporation; (f) keep on file at all times a complete copy of the Articles of Incorporation and Bylaws of the Corporation containing all amendments thereto (which copy shall always be open to the inspection of any director) and, at the expense of the Corporation, forward a copy of the Bylaws and of all amendments thereto to each member of the Board of Directors upon request; - 5 - ARTICLE V NONPROFIT OPERATION The Corporation shall at all times be operated on a nonprofit basis. No dividend shall be paid or payable by the Corporation, and no part of the income of the Corporation shall be distributed by the Corporation,to any director or officer of the Corporation. ARTICLE VI ACCOMPLISHMENT OF PURPOSE The Corporation is a public entity and an instrumentality of the State of Utah performing essential governmental functions on behalf of the City, and has been organized solely for the purpose of accomplishing the public purposes for which the City exists by acquiring, improving or extending any improvement, facility, property or appurtenance to property that the City is permitted under law to own or acquire, including, but not limited to, a public building or other structure of any kind or a joint or partial interest in the same, which improvement, facility, property or appurtenance may be located inside or outside the boundaries of the City, and financing the costs of any such improvement,facility, property or appurtenance on behalf of the City. To fulfill its purpose, the Corporation intends to issue its bonds, notes or other evidences of indebtedness (collectively, the "Bonds") to acquire funds to pay the costs of acquiring, improving or extending any such improvement, facility, property or appurtenance to property and to pay all costs incidental thereto to the extent permitted by law. Upon payment in full of all Bonds issued to acquire, improve or extend a particular project, title to such project shall vest in { the City as provided by law, and the Corporation shall forthwith tender by gift, or otherwise transfer,as provided by law, all of the Corporation's right,title and interest in and to such project to the City. ARTICLE VII DISSOLUTION Section 7.1. Voluntary Dissolution. (a) Subject to the limitations hereinafter provided, the Corporation shall be dissolved upon the affirmative vote of a majority of the members of the Board of Directors voting upon a motion to dissolve,at a regular or special meeting of the Board of Directors, in the manner provided by law; provided, however, that no such vote shall take effect, and no dissolution of the Corporation shall occur,until the filing with the Secretary of the Corporation of a certified copy of a resolution ordering such dissolution adopted by the City Council, a copy of which resolution shall be recorded in the corporate records of the Corporation. The dissolution must be done in accordance with applicable law, including the Utah Revised Nonprofit Corporation Act,as amended. -7 - ARTICLE IX INDEMNIFICATION OF DIRECTORS AND OFFICERS To the extent allowed by the Articles of Incorporation and law, each director and officer of the Corporation, whether or not then in office, and his or her personal representatives, shall be indemnified by the Corporation against all expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she was made a party by reason of being or having been such director or officer, if a) the director or officer's conduct was in good faith; b) the director or officer reasonably believed that his or her conduct was in, or not opposed to, the Corporation's best interests; and c) in the case of any criminal proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself,determinative that the director or officer did not meet the standard of conduct described above. To the extent permitted by law, each director, officer, employee or agent of the Corporation shall have all rights provided to employees in the Governmental Immunity Act of Utah, Title 63G, Chapter 7, Utah Code Annotated 1953, as amended, and in Title 63G, Chapter 8, Utah Code Annotated 1953, as amended. ARTICLE X AMENDMENT These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the directors present at any regular or special meeting,provided a quorum as provided in these Bylaws be present and provided the waiver or notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal. Notwithstanding the foregoing, no such alteration, amendment or repeal of any or all of these Bylaws shall take effect until a certified copy of a resolution or other proceeding approving such alteration,amendment or repeal adopted by the City shall have been filed with the Secretary of the Corporation. ARTICLE XI MISCELLANEOUS Section 11.1. Fiscal Year. The fiscal year of the Corporation shall be the same as the annual accounting period of the City as from time to time in effect, being initially a period commencing on July 1 of each calendar year and ending on the next succeeding June 30. Section 11.2. Rules and Regulations. The Board of Directors shall have the power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation of the Corporation or these Bylaws, as it may deem advisable for the regulation and management of the affairs of the Corporation. -9- I hereby certify that the foregoing is a full, true and correct copy of the Bylaws of the Local Building Authority of Salt Lake City, Utah, a Utah nonprofit corporation, adopted by the Board of Directors of the Corporation on the 1 st day of November,2011. Secretary - 11 - Salt Lake City,Utah October 25,2011 The City Council (the "City Council") of Salt Lake City, Utah (the "City") met in regular public session on October 25,2011,at its regular meeting place at 451 South State Street, in Salt Lake City, Utah, at 7:00 p.m., Utah time, due, legal and timely notice of the meeting having been given to all members as required by law and the rules of the City Council. The meeting was called to order by the Chair, and on roll call the following members, constituting a quorum,were determined present: Chair Jill Remington Love Vice Chair Stan Penfold Member Carlton Christensen Member Van Turner Member Luke Garrott Member JT Martin Member Soren Simonsen ABSENT: There were also present Ralph Becker, Mayor, Edwin P. Rutan, II, City Attorney, and Beverly Jones,Deputy City Recorder. After the minutes of the preceding meeting had been read and approved,the Deputy City Recorder presented to the City Council an affidavit evidencing the giving of not less than twenty-four(24) hours' public notice of the agenda,date,time and place of the October 25,2011 regular public meeting of the City Council in compliance with the requirements of Section 52-4- 30b2733.02.05.doc 8704082/RDB/mo Resolution Creating Local Building Authority 202, Utah Code Annotated 1953, as amended, by (1) posting written notice of the meeting at the principal office of the City Council, (2) providing notice to at least one newspaper of general circulation within the geographic jurisdiction of the City or to a local media correspondent and (3) causing a Notice of Public Meeting to be posted at the Utah Public Notice Website. The affidavit was ordered recorded in the minutes of the meeting and is as follows; - 2 - Resolution Creating Local Building Authority STATE OF UTAH ) } COUNTY OF SALT LAKE ) I, the undersigned,the duly qualified and acting Deputy City Recorder of Salt Lake City, Utah (the "City"), do hereby certify, according to the records of the Salt Lake City Council (the "City Council") in my official possession and upon my own knowledge and belief, that in accordance with the requirements of Section 52-4-202, Utah Code Annotated 1953, as amended, I gave not less than twenty-four (24) hours' public notice of the agenda, date, time and place of the October 25,2011,regular public meeting held by the City Council by: (a) causing a Notice of Public Meeting in the form attached hereto as Exhibit A to be posted at the principal office of the City Council at 451 South State Street in Salt Lake City, Utah, on October 21, 2011, at least twenty-four (24) hours before the convening of the meeting,the Notice of Public Meeting having continuously remained so posted and available for public inspection during the regular office hours of the City Council until the convening of the meeting; (b) causing a copy of the Notice of Public Meeting in the form attached hereto as Exhibit A to be provided on October 21, 2011, at least twenty-four (24) hours before the convening of the meeting, to The Salt Lake Tribune, a newspaper of general circulation within the geographic jurisdiction of the City, and to each local media correspondent, newspaper, radio station or television station that has requested notification of meetings of the City Council; and (c) causing a Notice of Public Meeting to be posted on October 21,2011, at the Utah Public Notice Website at least twenty-four (24) hours before the convening of the meeting. -3 - Resolution Creating Local Building Authority IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the official seal of the City Council of Salt Lake City, Utah, this 25th day of October, 2011. Deputy City R co er �MM Salt Lake City, U h - 4- Resolution Creating Local Building Authority Thereupon, after the conduct of other business not pertinent to the following, the Chair presented to the City Council copies of forms of Articles of Incorporation and Bylaws for the proposed Local Building Authority of Salt Lake City, Utah, and introduced a resolution in written form (a) approving the organization of the Local Building Authority of Salt Lake City, Utah (the "Authority"), (b) approving the forms of the Articles of Incorporation and Bylaws for the Authority as so presented, (c) authorizing the appropriate officers of the City Council and the City to take all necessary or appropriate action in connection with the organization of the Authority, (d) authorizing the publication of such resolution and (e) dissolving the Municipal Building Authority of Salt Lake City,Salt Lake County,Utah. The resolution and the forms of the Articles of Incorporation and Bylaws were thereupon reviewed and discussed and, after all interested persons were given opportunity to express their views to the City Council, Turnez'.­- thereupon moved, and Christensen seconded the motion, for the adoption of the following resolution. On being put to a vote, the City Council adopted the resolution upon the following vote: AYE: Christensen Turner Penf old Garrott Love Martin Simonsen NAY: - 5 - Resolution Creating Local Building Authority After the adoption of the resolution, the Chair of the City Council and the Deputy City Recorder signed it, and the Deputy City Recorder affixed to it the official seal of the City Council and recorded it in a book kept for that purpose. The resolution is as follows: - 6 - Resolution Creating Local Building Authority