RESOLUTION NO. SA-2023_____
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AG
ENCY OF THE CITY OF MERCED, APPROVING AMENDED AND
RESTATED BYLAWS
WHERE
AS, the City of Merced elected to act as the Successor Agency to the Redevelopment Agency of the City of Merced (“Successor Agency”), effective September 17, 2023; and
WHEREAS, the Successor Agency was established to take actions to wind down the affairs of the former Redevelopment Agency of the City of Merced in accordance with the California Health and Safety Code; and
WHEREAS, the Successor Agency desires to amend and restate its bylaws for the general operation of the Successor Agency, including (but not limited to) the designation of officers of the Successor Agency and the date and time of regular meetings.
NOW, THEREFORE, THE SUCCESSOR AGENCY OF THE REDEVELOPMENT
AGENCY OF THE CITY OF MERCED DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
SECTION 1. The Amended and Restated Bylaws of the Successor Agency , a copy of which is attached hereto and incorporated herein as Exhibit “A” , are hereby adopted and approved.
SECTION 2. This Resolution shall take effect in accordance with applicable law.
PASSED, APPROVED AND ADOPTED at a special meeting of the Merced Successor Agency of the Redevelopment Agency of the City of Merced, held this 18th day of September, 2023 by the following vote:
AYES: Agency Members:
NOE
S: Agency Members:
ABST
AIN: Agency Members:
ABSE
NT: Agency Members:
ATTACHMENT 2
Successor Agency RESOLUTION NO. 2023-0_
APPROVED:
By: _______________________________
Chairperson, Successor Agency to the
Redevelopment Agency of the City of
Merced
ATTEST:
_____
Successor Agency Secretary
APPROVED AS TO FORM:
Agency Counsel Date
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AMENDED AND RESTATED BYLAWS OF THE
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF MERCED
Section 1.0 Name of the Successor Agency
The name of the Successor Agency s hall be the “Successor Agency to the Redevelopment Agency of the City of Merced” which shall be referred to herein as the Merced Successor Agency.
Section 1.1 Governing Board
The Governing Board (the “Board”) of the Merced Successor Agency shall consist of the City Council of the City of Merced (the “Members”).
Section 1.2 Mission
The mission of the Board shall be to implement the provisions of AB1X26 and AB 1484 now codified in Health and Safety Code Section 33500 et seq . (“Redevelopment Dissolution Law”) as may be amended from time to time.
Section 1.3 Business Office
The principal business office of the Merced Successor Agency shall be: Merced City Hall, 678 W 18th St, Merced, CA 95340 (“City Hall”).
Section 1.4 Board Officers
At a minimum Board Officers shall consist of the Chairperson and Vice Chairperson.
Officers shall be elected from among the Members of the Merced Successor Agency.
The Board shall also appoint a Secretary , and an Executive Director and General Counsel.
Section 1.5 Terms of Officers
The term of Office shall be the later to occur of two years from the date of election, or until successors are elected and assume office. Should any of the offices of the Chairperson or Vice Chairperson become vacant, the Board shall elect a successor for the unexpired term at the next available meeting. Board members shall hold such offices until successors are elected and assume office, except in the event a Board member abandons office.
The Secretary shall serve until replaced by a majority of the Board. Should the Secretary position become vacant, the Board shall elect a successor as soon as possible.
EXHIBIT A
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Section 1.6 Duties of Officers
The Chairperson shall preside at the Board meetings and perform such other duties as are appropriate.
The Vice Chairperson, in the absence of the Chairperson, shall perform the duties of the Chairperson. Should the office of the Chairperson become vacant, the Vice Chairperson shall perform the duties of the Chairperson until the Board Members elect a new Chairperson.
The Executive Director shall have the authority to sign contracts and appoint staff as authorized by the Board and to perform such other duties as authorized by the Board.
The General Counsel shall provide legal advice to the Board and to the Executive Director. The Secretary shall keep and maintain records of the Board and minutes of the Board meetings. The Secretary shall give written notice of Board meetings whenever such notices are required by these bylaws or by State law. The Secretary shall also perform all other duties incident to the office of Secretary.
Section 1.7 Compensation of Officers
Members shall not be compensated for their service as members of the Board, however members may be reimbursed their reasonable travel and out-of-pocket expenses incurred in the discharge of their duties in accordance with the se bylaws. Reimbursement shall only occur if the Merced Successor Agency has available administrative cost allowance funds.
Section 1.8 Appointment of Agents
The Board may from time-to-time establish such positions and select and appoint such contractors and agents, permanent and temporary, as may be required. The Board shall also determine agent and contractors qualifications, duties and compensation.
Section 1.9 Compensation of Agents
The Board shall fix and determine the compensation of all Board agents, in accordance with Health and Safety Code Section 34177.
Section 1.10 Authority to bind the Merced Successor Agency No Member, officer, or agent of the Board, without specific or general authority by a vote of the Members, shall have any power or authority to bind the Board by any contract, to pledge its credits, or to render it liable for any purpose in any amount.
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Section 1.11 Contracts, Deeds and Other Documents
The Board Chair shall execute on behalf of the Board all contracts, deeds and other documents and instruments as authorized by the Governing Board and as authorized by Redevelopment Dissolution Law. Nothing contained herein shall prohibit the Chair from authorizing any other officer or employee of the Board to so execute such documents and instruments.
Section 1.12 Payment of Money, Notes or Other Indebtedness All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of or payable to the Board shall be signed or endorsed by such person or persons and in such manner as from time-to-time shall be determined by the Board.
Section 1.13 Regular Meetings; Location
The Board shall hold regular meetings the first Monday of each month at City Hall, and any special meetings shall also be held at that location.
The Board may also adjourn a Regular meeting to a stated time and place other than a regular meeting date.
Section 1.14 Special Meetings
A special meeting may be called at any time by the Chairperson or a majority of the Board.
The call and notice shall specify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meetings by the Board.
Section 1.15 Closed Sessions
Noting contained in these bylaws shall prevent the Board from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be legally considered in a closed session.
Section 1.16 Public Hearings
All public hearings held by the Board shall be held during regular , adjourned or special meetings of the Board.
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Section 1.17 Adjourning and Continuing Meetings and Public Hearings to Other Times or Places
The Board may continue or adjourn any meeting to a time and place specified in the order of adjournment. When a regular continued, or adjourned regular meeting is continued or adjourned as provided in this section, the resulting continued or adjourned regular meeting is a regular meeting for all purposes.
Section 1.18 Meetings to Be Open and Public
All meetings of the Board to take action or to deliberate matters concerning the Board’s business shall be open and public. All persons shall be permitted to attend any such meetings except as otherwise provided or permitted by law and section 1.15 of these Bylaws. All meetings shall be publically noticed and conducted in compliance with the Ralph M. Brown Act (Gov’t. Code §§ 54950 et seq.) (“the Brown Act”).
Section 1.19 Quorum
Three Members of the Board shall constitute a quorum for the purpose of conducting its business, exercising its powers and for all other legal purposes . At a meeting at which there is a quorum present, a unanimous vote of the Members present is required to pass a motion before the Board.
Section 1.20 Public Comment Period
All regular, adjourned and special meetings shall provide for an opportunity for the public to address the Board. The Chair shall establish rules regarding public participation.
Section 1.21 Order of Business
California State Law, these Bylaws, any rules established by the Board regarding public participation and Robert's Rules of Order, in that order of precedence, will be the authority for all questions on procedure at any meetings of the Board.
Section 1.22 Amendment of the Bylaws
The Bylaws may be amended by majority vote of the M embers. The proposed amendment shall be submitted in writing to all Members at leas t three (3) days prior to the meeting where the vote is scheduled.
Adopted: Signed:
As of
__________________, 2023
Chairperson, Successor Agency