CITY OF ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO. ___
ADOPTING AMENDED BY-LAWS
WHEREAS, the City of Alameda (the “City”) and the California Municipal Finance Authority (“CMFA”) previously executed a Joint Exercise of Powers Agreement, dated as of July 31, 2012 (the “Agreement”), by and between the City and CMFA, which agreement created and established the Authority; and
WHEREAS, on July 31, 2012, the Board of Directors of the Authority adopted By- laws for the Authority; and
WHEREAS, it is now necessary and desirable for the Authority to amend its By - laws to reflect that the Director of Finance of the City (not the Controller of the City) shall serve as the Treasurer of the Authority , to confirm the regular meeting dates of the Authority and to make other clarifying updates to the By-laws.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the City of Alameda Financing Authority as follows:
Section 1. Amended By -Laws. The amended by-laws attached hereto as Exhibit A (the “By-Laws”) are adopted as the By-Laws of the Authority.
Section 2. Regular Meetings. The regular meetings of the Authority shall be held in the Council Chambers of the Alameda City Hall , 2263 Santa Clara Avenue, Alameda, CA 94501, or such other place as this Board of Directors of the Authority may designate from time to time, at such time as may be designated by appropriate notice.
Such regular meetings shall occur on the same dates and at the same times as the regular meetings of the City Council of the City . In the event that the Chai r of the Authority determines that there will be no business to transact at such meeting, such meeting of the Authority shall be automatically canceled.
Section 3. Effective Date. This Resolution shall take effect upon its adoption by the Board.
PASSED AND ADOPTED by the Board of Directors of the City of Alameda Financing Authority on this 19th day of September 2023.
MARILYN EZZY ASHCRAFT, CHAIR
ATTEST: APPROVED AS TO FORM:
LARA WEISIGER YIBIN SHEN
SECRETARY LEGAL COUNSEL
BY-LAWS
OF THE
CITY OF ALAMEDA FINANCING AUTHORITY
Adopted _______________, 2023
ARTICLE I
THE AUTHORITY
Section 1.1. Name. The official name of the Authority shall be the “City of Alameda Financing Authority.” The Authority was created pursuant to the Joint Exercise of Powers Agreement, dated as of July 31, 2012 (the “Agreement”), between the City of Alameda (the “City”) and the California Municipal Finance Authority (the “CMFA”).
Section 1.2. Agency Board Members . The Authority shall be administered by a governing board of directors (the “Board”) that shall consist of the five members of the City Council. The term of office as a member of the Board shall terminate when such member of the Board shall cease to hold his or her respective office on the City Council, and the successor to such City Councilmember shall become a member of the Board, upon assuming such office.
Section 1.3. Office. The business office of the Authority shall be Alameda City Hall at 2263 Santa Clara Avenue, Alameda, CA 94501, or at such other place as may be designated by the Board.
Section 1.4. Compensation. Board members shall serve without compensation by the Authority. Board members shall receive compensation or reimbursement of expenses by the City in the same manner as other duties performed in the course of service to the City.
Section 1.5. Conflicts of Interest . That Authority shall adopt the City Conflict of Interest Code as its Conflict of Interest Code.
ARTICLE II
OFFICERS
Section 2.1. Officers. The Officers of the Authority shall be the Chair, Vice Chair, Executive Director, Secretary and Treasurer.
Section 2.2. Chair. The Chair of the Authority shall be the member who is the Mayor of the City. The term of office shall be the same as the term of the Mayor of the City. The Chair shall preside at all meetings of the Authority, and shall submit such information and recommendations to the Board as he or she may consider proper concerning the business, policies and affairs of the Authority.
Section 2.3. Vice Chair. The Vice Chair shall be the member who is the Vice Mayor of the City. The term of office shall be the same as the term of Vice Mayor of the City. The Vice Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the resignation or death of the Chair, the Vice Chair shall perform
2 such duties as are imposed on the Chair, until such time as a new Chair is selected or appointed.
Section 2.4. Executive Director . The City Manager of the City is hereby designated as the Executive Director of the Authority. The Executive Director of the Authority shall be responsible for execution and supervision of the affairs of the Authority.
Except as otherwise authorized by resolution of the Board, the Executive Director or the Executive Director ’s designee shall sign all contracts, deeds and other instruments executed by the Authority.
Section 2.5. Secretary. The Secretary shall be the person who is the City Clerk and shall serve at the pleasure of the Authority. The Secretary shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all incident to the office.
Section 2.6. Treasurer. The Director of Finance of the City is hereby designated as Treasurer of the Authority. Subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in section 6505.5 of the Act.
Section 2.7. Confirmation of Officers . Confirmation of officers shall be the first order of business at the first meeting of the Authority, regular or special, held in each calendar year.
Section 2.8. Legal Advisor. The person serving in the position of City Attorney shall act as the legal advisor of the Authority and shall perform such duties as may be prescribed by the Board; provided, however , that in the event that the City Attorney determines that a conflict exists in connection with his or her representation of the Authority as to any specific matter, he or she shall so advise the Board and the Board shall select such other attorney or firm of attorneys as it shall determine to act as the legal advisor to the Authority with respect to such matter.
Section 2.9. Authority to Bind Agency. No member, officer, agent or employee of the Authority, without prior specific or general authority by a vote of the Board, shall have any power or authority to bind the Authority by any contract, to pledge its credit, or to render it liable for any purpose in any amount.
3 ARTICLE III
EMPLOYEES AND AGENTS
Section 3.1. Appointment of Employees and Agents. The Authority may from time to time request from the City the services of such personnel, counsel or agents, permanent or temporary, as may be necessary to carry out the business and affairs of the Authority. The Board may in addition employ temporary professional and technical personnel on such terms and at such rates of compensation as the Board may determine, for the performance of Agency business and affairs, provided that adequate sources of funds are i dentified for the payment of such temporary professional and technical services.
ARTICLE IV
MEETINGS
Section 4.1. Regular Meetings. Regular meetings shall be held at the Alameda City Hall, or at such other place as the Chair may designate, on dates and at a time as fixed by Resolution of the Authority. Regular meeting will be held in accordance with the Ralph M. Brown Act.
Section 4.2. Special Meetings. A special meeting may be called at any time by the Chair or the Executive Director by delivering written notice to each member. Such written notice may be dispensed with as to any Board member who at or prior to the time the meeting convenes files with the Secretary of the Authority a written waiver of notice.
Such waiver may be given by telegram or telecopy. Such written notice may also be dispensed with as to any member who is actually present at the meeting. Special meetings will be held in accordance with the Ralph M. Brown Act.
Section 4.3. Closed Sessions . Nothing contained in these by -laws shall be construed to prevent the Board from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session.
Section 4.4. Public Hearings. All public hearings held by the Board shall be held during regular or special meetings of the Board.
Section 4.5. Adjourning Meetings and Continuing Public Hearings to Other Times or Places. The Board may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all Board members are absent from any regular meeting or adjourned regular meeting the Secretary or Actin g Secretary of the Authority may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be
4 conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meetin g is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall he held at the hour specified for regular meetings.
Any public hearing being held, or any hearing noticed or ordered to be held at any meeting may by order or notice of continuance be continued or recontinued to any subsequent meeting in the same manner and to the same extent set forth herein for the adjournment of the meetings; provided, however, that if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing a copy of the order or notice of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made.
Section 4.6. Ralph M. Brown Act. The Ralph M. Brown Act applies to all meetings of the Board.
Section 4.7. Quorum. A majority of the members of the Board shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other official purposes, except that less than a quorum may adjourn from time to time until a quorum is obta ined. Any action or decision of the Authority shall be on motion duly approved by a majority of a quorum of the Board at a lawfully held meeting.
Section 4.8. Order of Business. The Chair or Executive Director shall prepare or approve the agenda of all meetings. Business will be conducted according to the agenda, except when determined by the Board as permitted by law.
Section 4.9. Parliamentary Procedure. The presiding officer at the meeting shall determine the rules of conduct. The presiding officer may be guided by the rules of parliamentary procedure set forth in Robert’s Rules of Order, but failure to follow Robert’s Rules of Order shall not affect the validity of any action or motion duly taken or adopted by the Board at any lawfully held meeting.
ARTICLE V
AMENDMENTS
Section 5. Amendments to By -Laws. These by -laws may be amended by the Board at any regular or special meeting by majority vote, provided that a description of the proposed amendment to any particular section is included in the notice of such meeting.