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Proposed Resolution - 3/29/20244 REDEVELOPMENT AGENCY OF SALT LAKE CITY RESOLUTION NO. Changing the name of the Redevelopment Agency of Salt Lake City to the Salt Lake City Community Reinvestment Agency. RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF SALT LAKE CITY CHANGING THE NAME OF THE AGENCY TO THE SALT LAKE CITY COMMUNITY REINVESTMENT AGENCY. WHEREAS, the Salt Lake City Council established the “Redevelopment Agency of Salt Lake City” (Agency) by resolution on June 10, 1969. WHEREAS, the Agency was created to transact the business and exercise the powers provided for the Agency in state law. WHEREAS, pursuant to Utah Code Section 17C-1-201.5, the Board of Directors of the Agency (Board) now desires to, by resolution, rename the Agency to be the “Salt Lake City Community Reinvestment Agency.” NOW THEREFORE, BE IT RESOLVED BY THE BOARD: Section 1. Pursuant to Utah Code Section 17C-1-201.5, the Board approves changing the name of the Agency to the “Salt Lake City Community Reinvestment Agency.” Section 2. All references to the “Redevelopment Agency of Salt Lake City” in previously adopted Board resolutions shall be replaced with “Salt Lake City Community Reinvestment Agency.” Additionally, all references to the “Redevelopment Advisory Committee” or “Advisory Committee of the Redevelopment Agency of Salt Lake City” shall be replaced with “Reinvestment Advisory Committee” or “Advisory Committee of the Salt Lake City Community Reinvestment Agency.” Section 3. The Agency bylaws are hereby amended such that the name of the Agency is changed to the “Salt Lake City Community Reinvestment Agency.” Additionally, the bylaws are hereby amended such that the name of the Redevelopment Advisory Committee is changed to “Reinvestment Advisory Committee.” A redlined version of the bylaws showing the changes is attached to this resolution as Exhibit A. A clean and updated version of the bylaws, adopting all redline changes, is attached to this resolution as Exhibit B. Section 4. Section 1 of this resolution is effective as of the date it this resolution is passed by the Board. Sections 2 and 3 of this resolution do not take effect until all legal requirements under 17C-1-202.5 have been met, including submitting a notice of name change with the lieutenant governor and recording the notice and certificate of name change with the Salt Lake County Recorder, but in no case may Sections 2 and 3 take effect more than three months from the passage of this resolution. 5 Passed by the Board of Directors, this day of 2024. Chairperson Approved as to form: Salt Lake City Attorney’s Office Allison Parks The Executive Director: does not request reconsideration requests reconsideration at the next regular Agency meeting. Erin Mendenhall, Executive Director Attest: City Recorder 6 Exhibit A 7 AMENDED AND RESTATED BYLAWS OF THE SALT LAKE CITY COMMUNITY REINVESTMENT AGENCY Amended and restated on April 16, 2024 Amended on December 12, 2023 Amended on January 10, 2023 Amended and restated on May 10, 2016 Deleted: REDEVELOPMENT Deleted: OF SALT LAKE CITY 8 Table of Contents ARTICLE I – THE AGENCY .......................................................................................................................... 1 Section 1. Name of Agency ................................................................................................................... 1 Section 2. Governing Board ................................................................................................................... 1 Section 3. Executive Director ................................................................................................................. 1 Section 4. Seal of Agency ...................................................................................................................... 1 Section 5. Office of Agency ................................................................................................................... 1 ARTICLE II – GOVERNANCE ....................................................................................................................... 1 Section 1. Governance ................................................................................................................................1 Section 2. The Board of Directors .......................................................................................................... 1 Section 3. Executive Director ................................................................................................................. 1 ARTICLE III – OFFICERS AND EXECUTIVE DIRECTOR .......................................................................... 2 Section 1. Officers .................................................................................................................................. 2 Section 2. Chairperson ............................................................................................................................ 2 Section 3. Vice-Chairperson ................................................................................................................... 2 Section 4. Additional Duties .................................................................................................................. 2 Section 5. Election .................................................................................................................................. 2 Section 6. Vacancies ............................................................................................................................... 2 Section 7. Executive Director .................................................................................................................2 ARTICLE IV – MEETINGS ............................................................................................................................ 3 Section 1. Annual Meeting .....................................................................................................................3 Section 2. Regular Meetings; Special Meetings .....................................................................................3 Section 3. Quorum..................................................................................................................................3 Section 4. Resolutions and Contracts .....................................................................................................3 ARTICLE V – ADVISORY COMMITTEE ..................................................................................................... 3 Section 1. Advisory Committee Created ................................................................................................3 Section 2. Purpose ..................................................................................................................................3 Section 3. Appointment - Oath of Office ...............................................................................................4 Section 4. Removal from Office ............................................................................................................4 Section 5. Members; Ethics ....................................................................................................................4 Section 6. Eligibility for Membership ....................................................................................................4 Section 7. Meetings ................................................................................................................................4 Section 9. Subcommittees .......................................................................................................................5 Section 10. Responsibilities .................................................................................................................... 5 i 9 Section 11. Staff Support ........................................................................................................................ 6 ARTICLE VI – AMENDMENTS .................................................................................................................... 6 Section 1. Amendments to Bylaws ........................................................................................................ 6 ii 10 ARTICLE I – THE AGENCY Section 1. Name of Agency. The name of the agency shall be the “Salt Lake City Community Reinvestment Agency” (also referred to herein as the “Agency”). Section 2. Governing Board. The governing board of the Agency shall be known as the Board of Directors of the Salt Lake City Community Reinvestment Agency (“Board of Directors”). The Board of Directors shall be comprised of the members of the City Council of Salt Lake City, Utah. Section 3. Executive Director. The executive director (“Executive Director”) of the Agency shall be the duly elected or appointed Mayor of Salt Lake City Corporation. Section 4. Seal of Agency. The Agency shall have a seal in a form which it shall approve. Section 5. Office of Agency. The office of the Agency shall be at such place in Salt Lake City, Utah, as the Agency may from time to time designate by resolution. ARTICLE II – GOVERNANCE Section 1. Governance. The governing body of the Agency shall be the Board of Directors. Section 2. The Board of Directors. The powers and duties of the Board of Directors shall include, but shall not be limited to, the following policy-making functions: A. Adopt all resolutions, policies and Bylaws of the Agency. B. Approve annual budgets. C. Review all acts of administration. D. Make and enforce any additional rules and regulations for the governance of the Agency, the preservation of order at its meetings, and the transaction of business of the Agency as may be necessary. E. Perform all other duties that may be required by the Board of Directors not inconsistent with these Bylaws or as may be required by law. Section 3. Executive Director. The powers and duties of the Executive Director shall include, but are not limited to, the following executive and administrative functions: A. Implement the resolutions of the Board of Directors. B. Execute the policies adopted by the Board of Directors. C. Utilize such City personnel as may be necessary to exercise the powers, duties, and functions of the Agency as prescribed by the laws of the State of Utah. The selection and compensation of personnel shall be determined by the Executive Director, subject to the policies established by the Board of Directors. D. Attend all meetings of the Board of Directors with the right to take part in all discussions and the responsibility to inform the Board of Directors of the condition and needs of the Agency and to make recommendations and give advice to the Board of Directors. The Executive Director shall not have the right to vote in Agency meetings. 1 Deleted: Redevelopment Deleted: of Salt Lake City Deleted: Redevelopment Deleted: of Salt Lake City 11 E. Furnish the Board of Directors with reports periodically as determined by the Board of Directors, setting forth the amounts of all budget appropriations, the total disbursements to date from these appropriations, and the amount of indebtedness incurred or contracted against each appropriation, and the percentage of the appropriation encumbered to date. F. Negotiate and execute agreements or contracts within budget appropriations on behalf of the Agency. G. Establish reporting and management structures for the Agency. H. Perform all other duties that may be required by law. ARTICLE III – OFFICERS AND EXECUTIVE DIRECTOR Section 1. Officers. The officers of the Agency shall be a Chairperson and a Vice- Chairperson who shall be elected from the Board of Directors. Section 2. Chairperson. The Chairperson shall preside at all meetings of the Agency. At each such meeting, the Chairperson shall submit such recommendations and information as the Chairperson may consider proper concerning the business, affairs, and policies of the Agency. Section 3. Vice-Chairperson. The Vice-Chairperson of the Agency 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 Vice-Chairperson shall perform such duties as are imposed on the Chairperson until such time as the Agency shall elect a new Chairperson. Section 4. Additional Duties. The officers of the Agency shall perform such other duties and functions as may from time to time be required by the Agency or the Bylaws or rules and regulations of the Agency. Section 5. Election. The Chairperson shall be elected at the Annual Meeting of the Agency from among the members of the Board of Directors of the Agency. The Chairperson shall hold office for a term of one year or until their successor is elected and qualified. The Chairperson shall be eligible for reelection and may serve a second successive term as Chairperson. A Chairperson shall not be eligible for reelection for a third term until two years after the expiration of their second successive term. The Vice-Chairperson shall be elected by members of the Board of Directors of the agency at the organization meeting, and thereafter shall be elected at the annual meeting of the Agency from among the members of the Board of Directors of the Agency. The Vice-Chairperson shall hold office for a term of one year or until his or her successor is elected and qualified. A Vice-Chairperson shall be eligible for reelection and may serve one or more successive terms. Section 6. Vacancies. Should the offices of Chairperson or Vice-Chairperson become vacant, the Board of Directors of the Agency shall elect a successor from among the Board of Directors of the Agency at the next regular meeting, and such election shall be for the unexpired term of the vacant office. Should the office of Executive Director become vacant, the office of Executive Director shall be filled with the appointment or election of the new Mayor. Officers elected to fill an unexpired term shall be eligible for election immediately upon completion of the unexpired term. Section 7. Executive Director. The Mayor of Salt Lake City shall serve as the Executive Director and shall exercise his or her executive powers to perform such duties on behalf of the Agency as more fully described in Article III herein and shall, subject to the policy direction of the Board of 2 12 Directors, have general supervision of the administrative and business affairs of the Agency. In order to be effective against the Agency, all resolutions and bylaws must be countersigned by the Executive Director. The Executive Director or his or her designee shall sign all contracts, deeds, orders, and other instruments made by the Agency. The Executive Director may designate in writing the person other than the Executive Director who shall have authority to sign contracts, deeds, orders, and other instruments made by the Agency on behalf of the Executive Director. Such designee must be employed by the City. The Executive Director shall give bond for the faithful performance of the duties of the Executive Director and his/her signatory designee in such amounts as the Board of Directors may determine. ARTICLE IV – MEETINGS Section 1. Annual Meeting. The annual meeting of the Agency shall be held commensurate with the first Regular Meeting of each calendar year. Section 2. Regular Meetings; Special Meetings. Regular meetings of the Agency shall be held monthly by official notice. Any special meetings may be called pursuant to the requirements in the Utah Open and Public Meetings Act, Utah Code 52-4-2, and its successor or replacement. Section 3. Quorum. Four members shall constitute a quorum for the purpose of conducting the Board's business and exercising its powers and for all other purposes. Action may be taken by the Agency upon a vote of a majority of Board of Directors present at a meeting at which a quorum is present. Section 4. Resolutions and Contracts. All resolutions shall be in writing and designated by number, reference to which shall be inscribed in the minutes and an approved copy filed with the Salt Lake City Recorder’s Office. All contracts executed by the Agency shall be filed with the Salt Lake City Recorder’s Office. ARTICLE V – ADVISORY COMMITTEE Section 1. Advisory Committee Created. There is created the Advisory Committee of the Salt Lake City Community Reinvestment Agency, which body shall consist of not less than seven (7) nor more than nine (9) persons appointed as voting members. Members shall be appointed without regard to partisan political affiliation from among citizens of the highest integrity, attainment, and competence. Members appointed to the Advisory Committee may include, but shall not be limited to, the following vocational classifications: finance, construction, law, architecture, and planning. Members shall be appointed on the basis of their individual expertise and not their affiliation with particular groups or organizations or geographic areas. Members of the Advisory Committee shall be residents of the City except that two (2) members may reside outside the boundaries of the City, and providing that a majority of the Advisory Committee members are City residents, an additional two (2) members of the Advisory Committee may reside outside the boundaries of the City provided however, that they own or are employed by an entity holding a current City business license. The Chief Administrative Officer, the Executive Director, and the Director of Economic Development of the City, and such other experts as the Board of Directors may from time to time deemed necessary shall be ex officio, non-voting members of the Advisory Committee. Section 2. Purpose. The purpose of the Salt Lake City Reinvestment Advisory Committee is to advise the Board of Directors concerning the Agency's redevelopment programs, activities and project areas undertaken under the provisions of the Utah Community Development and Renewal Agencies Act 3 Deleted: Redevelopment Deleted: of Salt Lake City Deleted: Redevelopment 13 and the Utah Residential Rehabilitation Act as requested by the Board of Directors. The Reinvestment Advisory Committee shall serve only in an advisory role and shall have no power or authority other than that delegated to it by the Board of Directors. Section 3. Appointment - Oath of Office. All appointments of members of the Reinvestment Advisory Committee shall be made by the Executive Director with the advice and consent of the Board of Directors. All appointments to the Reinvestment Advisory Committee shall be made for a four-year term. No member shall serve more than two full four-year terms. Each member’s term of office shall expire on the applicable third Monday in January. Each member shall perform service on a voluntary basis and shall serve without compensation. Members shall be immune from liability with respect to any decision or action taken during the course of those services as provided by Section 63-30b-2, Utah Code Annotated 1953, as amended, or its successor. Members of the Reinvestment Advisory Committee shall sign the oath of office and file the same in the office of the Agency. Every Member who shall fail within a reasonable time after notification of such Member’s appointment to file with the Agency such member’s oath of office to perform faithfully, honestly, and impartially the duties of his or her office, shall be deemed to have refused such appointment, and thereupon another person shall be appointed in the manner prescribed. Vacancies occurring in the membership of the Reinvestment Advisory Committee shall be filled by appointment as described herein for the unexpired term. Section 4. Removal from Office. Members of the Reinvestment Advisory Committee may be removed from office by the Executive Director for cause, prior to the normal expiration of a term for which such member was appointed. Members of the Reinvestment Advisory Committee may also be removed from office if they are absent without excuse from three consecutive regular meetings of the Reinvestment Advisory Committee. Section 5. Members; Ethics. Persons to be considered for appointment as members of the Reinvestment Advisory Committee shall submit to the Agency a public disclosure statement in a form approved by the Agency. Members of the Reinvestment Advisory Committee shall be deemed to be public officers and shall be subject to and bound by the provisions of the Utah Public Officers and Employees Ethics Act, Section 67-16-1, et seq., Utah Code Annotated 1953, as amended, or its successor legislation. Any violation of the provisions of such act, or as the act shall be from time to time amended, shall be grounds for removal from the Reinvestment Advisory Committee for cause. Members shall not participate in any discussions of the Reinvestment Advisory Committee which will create a direct or substantial conflict of interest between his or her private interests and his or her public duty as a member of the Reinvestment Advisory Committee. Section 6. Eligibility for Membership. To be eligible to be appointed as a member of the Reinvestment Advisory Committee, a person shall meet the following prerequisites: A. Be not less than twenty-one years of age; B. Be a resident of the State of Utah; and C Not also serve as a member of another appointed authority, board, advisory board, council, committee, or commission of the City. Section 7. Meetings. The Reinvestment Advisory Committee shall convene regular meetings to be held not less than monthly throughout the year. Meetings of the Reinvestment Advisory Committee shall be in accordance with the provisions of the Utah Open and Public Meetings Act insofar as applicable to the Reinvestment Advisory Committee. Special meetings may be called by a majority of 4 Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment 14 the Members of the Reinvestment Advisory Committee, the chairperson of the Reinvestment Advisory Committee, the Executive Director, the Chief Administrative Officer, or the Chairperson of the Board of Directors. The call for a special meeting must be signed by the members, the chairperson of the Reinvestment Advisory Committee, the Executive Director, the Chief Administrative Officer, or Chairperson of the Board of Directors calling such meeting. Unless waived in writing, each member not joining in the order for such special meeting must be given not less than twenty-four (24) hours’ prior notice of the date, time, and place of the meeting. The notice of special meetings shall be served personally or left at the member’s residence or business office. Meetings shall be held at the office of the Agency or at such other place as may be designated by the Reinvestment Advisory Committee. Half of the members of the Reinvestment Advisory Committee then appointed and having signed the oath of office shall constitute a quorum for the transaction of business. The Reinvestment Advisory Committee may take official action by an affirmative vote of a majority of its members present at any meeting at which a quorum is present. The Reinvestment Advisory Committee shall cause a written record of its proceedings to be kept which shall be available for public inspection in the office of the Agency. The Reinvestment Advisory Committee shall record in the record the yea and nay votes on the voting of any action taken by it. The Reinvestment Advisory Committee shall adopt a system of rules of procedure under which its meetings are to be held. The Reinvestment Advisory Committee may suspend the rules of procedure by a two-thirds vote of the members of the Committee who are present at any meeting. The Reinvestment Advisory Committee may suspend the rules of procedure beyond the duration of the meeting at which the suspension of the rules occurs. Section 8. Election of Officers. Each year, the Reinvestment Advisory Committee, at its first regular meeting in February, shall elect one of its members to serve as chairperson and another of its members to serve as vice chairperson. The vice chairperson shall perform the duties of the chairperson during the absence or disability of the chairperson. The Agency shall make available a secretary from to assist the Reinvestment Advisory Committee when required. Section 9. Subcommittees. The Reinvestment Advisory Committee may designate subcommittees as it desires to study, consider, and make recommendations on matters that are presented to the Reinvestment Advisory Committee. Subcommittee members may be members of the Reinvestment Advisory Committee, but the Reinvestment Advisory Committee shall have the power to designate such subcommittee members as it deems appropriate and advisable even though they may not be members. Section 10. Responsibilities. The Reinvestment Advisory Committee shall have the following powers and duties: A. Upon request of the Board of Directors in legislative or policy matters, or upon request of the Executive Director in executive or administrative matters, the Reinvestment Advisory Committee shall study, review, or analyze matters or issues affecting the redevelopment programs, activities, and redevelopment project areas and make oral and written recommendations and reports to the Board and the Chief Administrative Officer. B. Determine and establish rules and regulations for the conduct of the Reinvestment Advisory Committee as the members shall deem advisable; provided, however, that such rules and regulations shall not be in conflict with these By-Laws, the policies of the Agency, or any other laws. 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Upon request of the Reinvestment Advisory Committee and approval of the Executive Director, the Agency shall make available to the Reinvestment Advisory Committee staff support, independent consultants, the Agency's attorney or an attorney designated by the Agency to render legal services and such other assistance as may be necessary. ARTICLE VI – AMENDMENTS Section 1. Amendments to Bylaws. Subject to Article V, Section 5, the Bylaws of the Agency may be amended with the approval of at least a majority of the Board of Directors of the Agency at a Regular or Special meeting at which a quorum is present, but no such amendment shall be adopted unless at least seven days’ written notice thereof has been previously given to all members of the Board of Directors of the Agency. Notice shall identify the section or sections of the Bylaws proposed to be amended. 6 Deleted: Redevelopment Deleted: Redevelopment Deleted: Redevelopment 16 Exhibit B 17 AMENDED AND RESTATED BYLAWS OF THE SALT LAKE CITY COMMUNITY REINVESTMENT AGENCY Amended and restated on April 16, 2024 Amended on December 12, 2023 Amended on January 10, 2023 Amended and restated on May 10, 2016 i 18 Table of Contents ARTICLE I – THE AGENCY ........................................................................................................................ 1 Section 1. Name of Agency.................................................................................................................. 1 Section 2. Governing Board ................................................................................................................. 1 Section 3. Executive Director ............................................................................................................... 1 Section 4. Seal of Agency .................................................................................................................... 1 Section 5. Office of Agency ................................................................................................................. 1 ARTICLE II – GOVERNANCE ..................................................................................................................... 1 Section 1. Governance ............................................................................................................................... 1 Section 2. The Board of Directors ........................................................................................................ 1 Section 3. Executive Director ............................................................................................................... 1 ARTICLE III – OFFICERS AND EXECUTIVE DIRECTOR ......................................................................... 2 Section 1. Officers ................................................................................................................................ 2 Section 2. Chairperson ......................................................................................................................... 2 Section 3. Vice-Chairperson ................................................................................................................. 2 Section 4. Additional Duties ................................................................................................................ 2 Section 5. Election ............................................................................................................................... 2 Section 6. Vacancies ............................................................................................................................ 2 Section 7. Executive Director ............................................................................................................... 2 ARTICLE IV – MEETINGS ........................................................................................................................... 3 Section 1. Annual Meeting ................................................................................................................... 3 Section 2. Regular Meetings; Special Meetings ................................................................................... 3 Section 3. Quorum ............................................................................................................................... 3 Section 4. Resolutions and Contracts ................................................................................................... 3 ARTICLE V – ADVISORY COMMITTEE .................................................................................................... 3 Section 1. Advisory Committee Created .............................................................................................. 3 Section 2. Purpose ................................................................................................................................ 3 Section 3. Appointment - Oath of Office ............................................................................................. 4 Section 4. Removal from Office ........................................................................................................... 4 Section 5. Members; Ethics .................................................................................................................. 4 Section 6. Eligibility for Membership .................................................................................................. 4 Section 7. Meetings .............................................................................................................................. 4 Section 9. Subcommittees .................................................................................................................... 5 Section 10. Responsibilities ................................................................................................................... 5 ii 19 Section 11. Staff Support ....................................................................................................................... 6 ARTICLE VI – AMENDMENTS.................................................................................................................. 6 Section 1. Amendments to Bylaws ....................................................................................................... 6 1 20 ARTICLE I – THE AGENCY Section 1. Name of Agency. The name of the agency shall be the “Salt Lake City Community Reinvestment Agency” (also referred to herein as the “Agency”). Section 2. Governing Board. The governing board of the Agency shall be known as the Board of Directors of the Salt Lake City Community Reinvestment Agency (“Board of Directors”). The Board of Directors shall be comprised of the members of the City Council of Salt Lake City, Utah. Section 3. Executive Director. The executive director (“Executive Director”) of the Agency shall be the duly elected or appointed Mayor of Salt Lake City Corporation. Section 4. Seal of Agency. The Agency shall have a seal in a form which it shall approve. Section 5. Office of Agency. The office of the Agency shall be at such place in Salt Lake City, Utah, as the Agency may from time to time designate by resolution. ARTICLE II – GOVERNANCE Section 1. Governance. The governing body of the Agency shall be the Board of Directors. Section 2. The Board of Directors. The powers and duties of the Board of Directors shall include, but shall not be limited to, the following policy-making functions: A. Adopt all resolutions, policies and Bylaws of the Agency. B. Approve annual budgets. C. Review all acts of administration. D. Make and enforce any additional rules and regulations for the governance of the Agency, the preservation of order at its meetings, and the transaction of business of the Agency as may be necessary. E. Perform all other duties that may be required by the Board of Directors not inconsistent with these Bylaws or as may be required by law. Section 3. Executive Director. The powers and duties of the Executive Director shall include, but are not limited to, the following executive and administrative functions: A. Implement the resolutions of the Board of Directors. B. Execute the policies adopted by the Board of Directors. C. Utilize such City personnel as may be necessary to exercise the powers, duties, and functions of the Agency as prescribed by the laws of the State of Utah. The selection and compensation of personnel shall be determined by the Executive Director, subject to the policies established by the Board of Directors. D. Attend all meetings of the Board of Directors with the right to take part in all discussions and the responsibility to inform the Board of Directors of the condition and needs of the Agency and to make recommendations and give advice to the Board of Directors. The Executive Director shall not have the right to vote in Agency meetings. 2 21 E. Furnish the Board of Directors with reports periodically as determined by the Board of Directors, setting forth the amounts of all budget appropriations, the total disbursements to date from these appropriations, and the amount of indebtedness incurred or contracted against each appropriation, and the percentage of the appropriation encumbered to date. F. Negotiate and execute agreements or contracts within budget appropriations on behalf of the Agency. G. Establish reporting and management structures for the Agency. H. Perform all other duties that may be required by law. ARTICLE III – OFFICERS AND EXECUTIVE DIRECTOR Section 1. Officers. The officers of the Agency shall be a Chairperson and a Vice- Chairperson who shall be elected from the Board of Directors. Section 2. Chairperson. The Chairperson shall preside at all meetings of the Agency. At each such meeting, the Chairperson shall submit such recommendations and information as the Chairperson may consider proper concerning the business, affairs, and policies of the Agency. Section 3. Vice-Chairperson. The Vice-Chairperson of the Agency 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 Vice-Chairperson shall perform such duties as are imposed on the Chairperson until such time as the Agency shall elect a new Chairperson. Section 4. Additional Duties. The officers of the Agency shall perform such other duties and functions as may from time to time be required by the Agency or the Bylaws or rules and regulations of the Agency. Section 5. Election. The Chairperson shall be elected at the Annual Meeting of the Agency from among the members of the Board of Directors of the Agency. The Chairperson shall hold office for a term of one year or until their successor is elected and qualified. The Chairperson shall be eligible for reelection and may serve a second successive term as Chairperson. A Chairperson shall not be eligible for reelection for a third term until two years after the expiration of their second successive term. The Vice-Chairperson shall be elected by members of the Board of Directors of the agency at the organization meeting, and thereafter shall be elected at the annual meeting of the Agency from among the members of the Board of Directors of the Agency. The Vice-Chairperson shall hold office for a term of one year or until his or her successor is elected and qualified. A Vice-Chairperson shall be eligible for reelection and may serve one or more successive terms. Section 6. Vacancies. Should the offices of Chairperson or Vice-Chairperson become vacant, the Board of Directors of the Agency shall elect a successor from among the Board of Directors of the Agency at the next regular meeting, and such election shall be for the unexpired term of the vacant office. Should the office of Executive Director become vacant, the office of Executive Director shall be filled with the appointment or election of the new Mayor. Officers elected to fill an unexpired term shall be eligible for election immediately upon completion of the unexpired term. Section 7. Executive Director. The Mayor of Salt Lake City shall serve as the Executive Director and shall exercise his or her executive powers to perform such duties on behalf of the Agency as more fully described in Article III herein and shall, subject to the policy direction of the Board of 3 22 Directors, have general supervision of the administrative and business affairs of the Agency. In order to be effective against the Agency, all resolutions and bylaws must be countersigned by the Executive Director. The Executive Director or his or her designee shall sign all contracts, deeds, orders, and other instruments made by the Agency. The Executive Director may designate in writing the person other than the Executive Director who shall have authority to sign contracts, deeds, orders, and other instruments made by the Agency on behalf of the Executive Director. Such designee must be employed by the City. The Executive Director shall give bond for the faithful performance of the duties of the Executive Director and his/her signatory designee in such amounts as the Board of Directors may determine. ARTICLE IV – MEETINGS Section 1. Annual Meeting. The annual meeting of the Agency shall be held commensurate with the first Regular Meeting of each calendar year. Section 2. Regular Meetings; Special Meetings. Regular meetings of the Agency shall be held monthly by official notice. Any special meetings may be called pursuant to the requirements in the Utah Open and Public Meetings Act, Utah Code 52-4-2, and its successor or replacement. Section 3. Quorum. Four members shall constitute a quorum for the purpose of conducting the Board's business and exercising its powers and for all other purposes. Action may be taken by the Agency upon a vote of a majority of Board of Directors present at a meeting at which a quorum is present. Section 4. Resolutions and Contracts. All resolutions shall be in writing and designated by number, reference to which shall be inscribed in the minutes and an approved copy filed with the Salt Lake City Recorder’s Office. All contracts executed by the Agency shall be filed with the Salt Lake City Recorder’s Office. ARTICLE V – ADVISORY COMMITTEE Section 1. Advisory Committee Created. There is created the Advisory Committee of the Salt Lake City Community Reinvestment Agency, which body shall consist of not less than seven (7) nor more than nine (9) persons appointed as voting members. Members shall be appointed without regard to partisan political affiliation from among citizens of the highest integrity, attainment, and competence. Members appointed to the Advisory Committee may include, but shall not be limited to, the following vocational classifications: finance, construction, law, architecture, and planning. Members shall be appointed on the basis of their individual expertise and not their affiliation with particular groups or organizations or geographic areas. Members of the Advisory Committee shall be residents of the City except that two (2) members may reside outside the boundaries of the City, and providing that a majority of the Advisory Committee members are City residents, an additional two (2) members of the Advisory Committee may reside outside the boundaries of the City provided however, that they own or are employed by an entity holding a current City business license. The Chief Administrative Officer, the Executive Director, and the Director of Economic Development of the City, and such other experts as the Board of Directors may from time to time deemed necessary shall be ex officio, non-voting members of the Advisory Committee. Section 2. Purpose. The purpose of the Salt Lake City Reinvestment Advisory Committee is to advise the Board of Directors concerning the Agency's redevelopment programs, activities and project areas undertaken under the provisions of the Utah Community Development and Renewal Agencies Act 4 23 and the Utah Residential Rehabilitation Act as requested by the Board of Directors. The Reinvestment Advisory Committee shall serve only in an advisory role and shall have no power or authority other than that delegated to it by the Board of Directors. Section 3. Appointment - Oath of Office. All appointments of members of the Reinvestment Advisory Committee shall be made by the Executive Director with the advice and consent of the Board of Directors. All appointments to the Reinvestment Advisory Committee shall be made for a four-year term. No member shall serve more than two full four-year terms. Each member’s term of office shall expire on the applicable third Monday in January. Each member shall perform service on a voluntary basis and shall serve without compensation. Members shall be immune from liability with respect to any decision or action taken during the course of those services as provided by Section 63-30b-2, Utah Code Annotated 1953, as amended, or its successor. Members of the Reinvestment Advisory Committee shall sign the oath of office and file the same in the office of the Agency. Every Member who shall fail within a reasonable time after notification of such Member’s appointment to file with the Agency such member’s oath of office to perform faithfully, honestly, and impartially the duties of his or her office, shall be deemed to have refused such appointment, and thereupon another person shall be appointed in the manner prescribed. Vacancies occurring in the membership of the Reinvestment Advisory Committee shall be filled by appointment as described herein for the unexpired term. Section 4. Removal from Office. Members of the Reinvestment Advisory Committee may be removed from office by the Executive Director for cause, prior to the normal expiration of a term for which such member was appointed. Members of the Reinvestment Advisory Committee may also be removed from office if they are absent without excuse from three consecutive regular meetings of the Reinvestment Advisory Committee. Section 5. Members; Ethics. Persons to be considered for appointment as members of the Reinvestment Advisory Committee shall submit to the Agency a public disclosure statement in a form approved by the Agency. Members of the Reinvestment Advisory Committee shall be deemed to be public officers and shall be subject to and bound by the provisions of the Utah Public Officers and Employees Ethics Act, Section 67-16-1, et seq., Utah Code Annotated 1953, as amended, or its successor legislation. Any violation of the provisions of such act, or as the act shall be from time to time amended, shall be grounds for removal from the Reinvestment Advisory Committee for cause. Members shall not participate in any discussions of the Reinvestment Advisory Committee which will create a direct or substantial conflict of interest between his or her private interests and his or her public duty as a member of the Reinvestment Advisory Committee. Section 6. Eligibility for Membership. To be eligible to be appointed as a member of the Reinvestment Advisory Committee, a person shall meet the following prerequisites: A. Be not less than twenty-one years of age; B. Be a resident of the State of Utah; and C Not also serve as a member of another appointed authority, board, advisory board, council, committee, or commission of the City. Section 7. Meetings. The Reinvestment Advisory Committee shall convene regular meetings to be held not less than monthly throughout the year. Meetings of the Reinvestment Advisory Committee shall be in accordance with the provisions of the Utah Open and Public Meetings Act insofar as applicable to the Reinvestment Advisory Committee. Special meetings may be called by a majority of 5 23 the Members of the Reinvestment Advisory Committee, the chairperson of the Reinvestment Advisory Committee, the Executive Director, the Chief Administrative Officer, or the Chairperson of the Board of Directors. The call for a special meeting must be signed by the members, the chairperson of the Reinvestment Advisory Committee, the Executive Director, the Chief Administrative Officer, or Chairperson of the Board of Directors calling such meeting. Unless waived in writing, each member not joining in the order for such special meeting must be given not less than twenty-four (24) hours’ prior notice of the date, time, and place of the meeting. The notice of special meetings shall be served personally or left at the member’s residence or business office. Meetings shall be held at the office of the Agency or at such other place as may be designated by the Reinvestment Advisory Committee. Half of the members of the Reinvestment Advisory Committee then appointed and having signed the oath of office shall constitute a quorum for the transaction of business. The Reinvestment Advisory Committee may take official action by an affirmative vote of a majority of its members present at any meeting at which a quorum is present. The Reinvestment Advisory Committee shall cause a written record of its proceedings to be kept which shall be available for public inspection in the office of the Agency. The Reinvestment Advisory Committee shall record in the record the yea and nay votes on the voting of any action taken by it. The Reinvestment Advisory Committee shall adopt a system of rules of procedure under which its meetings are to be held. The Reinvestment Advisory Committee may suspend the rules of procedure by a two-thirds vote of the members of the Committee who are present at any meeting. The Reinvestment Advisory Committee may suspend the rules of procedure beyond the duration of the meeting at which the suspension of the rules occurs. Section 8. Election of Officers. Each year, the Reinvestment Advisory Committee, at its first regular meeting in February, shall elect one of its members to serve as chairperson and another of its members to serve as vice chairperson. The vice chairperson shall perform the duties of the chairperson during the absence or disability of the chairperson. The Agency shall make available a secretary from to assist the Reinvestment Advisory Committee when required. Section 9. Subcommittees. The Reinvestment Advisory Committee may designate subcommittees as it desires to study, consider, and make recommendations on matters that are presented to the Reinvestment Advisory Committee. Subcommittee members may be members of the Reinvestment Advisory Committee, but the Reinvestment Advisory Committee shall have the power to designate such subcommittee members as it deems appropriate and advisable even though they may not be members. Section 10. Responsibilities. The Reinvestment Advisory Committee shall have the following powers and duties: A. Upon request of the Board of Directors in legislative or policy matters, or upon request of the Executive Director in executive or administrative matters, the Reinvestment Advisory Committee shall study, review, or analyze matters or issues affecting the redevelopment programs, activities, and redevelopment project areas and make oral and written recommendations and reports to the Board and the Chief Administrative Officer. B. Determine and establish rules and regulations for the conduct of the Reinvestment Advisory Committee as the members shall deem advisable; provided, however, that such rules and regulations shall not be in conflict with these By-Laws, the policies of the Agency, or any other laws. 6 23 C. If requested by the Board of Directors, the power to hold public hearings to obtain public comment. D. The power to meet with and coordinate the activities of the Reinvestment Advisory Committee with the City's Planning Commission and its staff, or other persons or entities. Section 11. Staff Support. Upon request of the Reinvestment Advisory Committee and approval of the Executive Director, the Agency shall make available to the Reinvestment Advisory Committee staff support, independent consultants, the Agency's attorney or an attorney designated by the Agency to render legal services and such other assistance as may be necessary. ARTICLE VI – AMENDMENTS Section 1. Amendments to Bylaws. Subject to Article V, Section 5, the Bylaws of the Agency may be amended with the approval of at least a majority of the Board of Directors of the Agency at a Regular or Special meeting at which a quorum is present, but no such amendment shall be adopted unless at least seven days’ written notice thereof has been previously given to all members of the Board of Directors of the Agency. Notice shall identify the section or sections of the Bylaws proposed to be amended.