EDDA Bylaws

BYLAWS

of the 

 Eatonton Downtown Development Authority

ARTICLE I

Name and Purposes

Section 1.01.  Name.  The name of the organization is The Eatonton Downtown Development Authority

Section 1.02. Purpose.  The Authority is organized under OCGA 36-42 for the redevelopment of the downtown development area as defined by the City of Eatonton, Georgia to include acquisition and disposal of real and personal property, architectural design of property improvements not otherwise covered by other City of Eatonton ordinances and recruitment and retention of business and other commercial trade in the downtown development area and to operate the financial requirements necessary to accomplish a thriving commercial and business climate in Eatonton, Georgia.

ARTICLE II

Members

Section 2.01. Classes.  There shall be one class of members as defined by OCGA 36-42-7.  Each member shall have one vote.

Section 2.02. Qualifications.  Membership is limited by OCGA 36-42-7.

Section 2.03. Termination of Membership.  Membership is terminated when the member becomes ineligible for membership.  The Secretary shall notify the City of Eatonton of any such Vacancy.

Section 2.04. Resignation.  Any member may resign by filing a written resignation with the Secretary.  The Secretary shall notify the City of Eatonton of any such Vacancy.

Section 2.05. Dues.  There are no dues for the directors of the Eatonton Downtown Development Authority.

Section 2.06.  Meetings.  Meeting shall be held monthly.  A minimum of four of the directors shall constitute a quorum for transaction of business at a meeting.  Meetings may be called by the Chairperson or at the request of at least fifty percent of the directors by notice mailed, emailed, telephoned, or telegraphed to each member not less than 48 hours before such meeting.  All meetings shall comply with the OCGA 50-14 known as the Georgia Open Meetings Act.

Section 2.06.  Parliamentary Procedures.  Roberts Rules of Order shall govern.

ARTICLE III

AUTHORITY AND DUTIES OF DIRECTORS

Section 3.01. Authority of Directors    The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Authority by law.

Section 3.02. Number, Selection, and Tenure    The Board shall consist of seven  directors.  Each director shall hold office for a term of four (4) years. Vacancies existing by reason of resignation, death, ineligibility before the expiration of his/her term shall be filled by the City of  Eatonton.  A director so selected to fill a vacancy shall be selected only for the unexpired term of that director’s predecessor in office.

Section 3.02A. Renewal/Extension of terms ( added July 10th 2012).

When a director’s term of office expires, it may be renewed for 4 years, provided that the other directors make a recommendation for renewal and provided that the City of Eatonton accepts the recommendation.

This renewal also applies to a member of the governing body who is a director of the Authority. When their term expires because they are no longer a member of city council, they may start a new 4 year term based upon recommendation as described above.

Section 3.03. Resignation.  Resignations are effective upon receipt by the Secretary of the Authority of written notification.

Section 3.04. Regular Meetings.  The Board of Directors shall hold at least one regular meeting per calendar month.   Meetings shall be at such dates, times and places as the Board shall determine and shall be advertised as required by law.

Section 3.05. Special Meetings.  Meetings shall be at such dates, times and places as the Authority shall determine. Such meetings shall be advertised as required by law.

Section 3.06. Notice.  Meetings may be called by the Chairperson or at the request of any two (2) directors by notice emailed, mailed, telephoned, or telegraphed to each member of the Board not less than forty-eight hours before such meeting.

Section 3.07.  Quorum.  A quorum shall consist of four Directors attending in person or through teleconferencing.  All decisions will be by majority vote of those present at a meeting at which a quorum is present.  If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.

Section 3.08.  Action Without a Meeting  Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be, however such action must be ratified at the next monthly meeting of the Authority.

Section 3.09. Participation in Meeting by Conference Telephone.  Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.

Section 3.10.  Committees.  The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least three persons, which, except for an Executive Committee, may include non-Board members.  The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Authority.

Section 3.11.  Nominating Committee.  There shall be a Nominating Committee, composed of the Chairman and at least two (2) other members of the Board of Directors.  Each member of the committee shall have one (1) vote and decision shall be made by the majority.  Prior to the expiration of the term or upon the resignation of a Director, the Chairman shall deliver to the City of Eatonton, Georgia nominations for directors.

Section 3.12.  Reimbursement.  Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Authority’s business are allowed to be reimbursed with documentation and prior approval.

Section 3.13.  Removal.  A Director may be removed only by reason of ineligibility as described by OCGA  36-42.

ARTICLE IV

AUTHORITY AND DUTIES OF OFFICERS

Section 4.01. Officers.  The officers of the Authority shall be a Chairman, a Vice-Chairman, a Secretary/Treasurer, and such other officers as the Board of Directors may designate.  Any two (2) or more offices may be held by the same person, except the offices of President and Secretary/Treasurer.

Section 4.02.  Appointment of Officers; Terms of Office.  The officers of the Authority shall be elected by the Board of Directors at regular meetings of the Board, or, in the case of vacancies, as soon thereafter as convenient.  New offices may be created and filled at any meeting of the Board of Directors.  Terms of office may be established by the Board of Directors, but shall not exceed four years.  Officers shall hold office until a successor is duly elected and qualified.  Officers shall be eligible for reappointment.

Section 4.03. Resignation.  Resignations are effective upon receipt by the Secretary of the Board of a written notification.

 Section 4.04.  Removal.  An officer may be removed at any time by affirmative vote of the majority of Directors of the Authority then in office.

Section 4.05.  Chairman.  The Chairman shall be a director of the Authority and will preside at all meetings of the Board of Directors.  The Chairman shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors.

Section 4.06.  Vice-Chairman.  The Vice-Chairman shall be a director of the Authority and will preside at meetings of the Board of Directors in the absence of or request of the President.  The Vice-Chairman shall perform other duties as requested and assigned by the President, subject to the control of the Board of Directors.

Section 4.07.  Secretary/Treasurer.  The Secretary/Treasurer shall be a director of the Corporation and shall keep the minutes of all meetings of the Board of Directors in the books proper for that purpose.  The Secretary/Treasurer shall also report to the Board of Directors at each regular meeting on the status of the Authority’s finances.  The Secretary/Treasurer shall work closely with any paid executive staff of the Authority to ascertain that appropriate procedures are being followed in the financial affairs of the Authority, and shall perform such other duties as occasionally may be assigned by the Board of Directors.    A recording secretary maybe be appointed who need not be a member of the Board of Directors but who will not have voting rights or signature right on any instrument or document except as notarizing such documents as may be necessary.

Section 4.08.  Paid Staff.  The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the Authority.  The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Board.

ARTICLE V

INDEMNIFICATION

Every member of the Board of Directors, officer or employee of the Authority may be indemnified by the Authority against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Authority, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Authority, officer, or employee of the Authority, or any settlement thereof, unless adjudged therein to be liable for  negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Authority approves such settlement and reimbursement as being in the best interest of the Authority.  The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Authority, officer or employee is entitled.

ARTICLE VI

ADVISORY BOARDS AND COMMITTEES

Section 6.01. Establishment.  The Board of Directors may establish one or more Advisory Boards or Committees.

Section 6.02. Size, Duration, and Responsibilities.  The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the Board of Directors.

ARTICLE VII

FINANCIAL ADMINISTRATION

Section 7.01.  Fiscal Year.  The fiscal year of the Authority shall be September 1 – August 31 but may be changed by resolution of the Board of Directors.

Section 7.02. Checks, Drafts, Etc.   All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by the Chairman and Secretary/Treasurer or such other officer or officers or agent or agents of the Authority and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.

Section 7.03. Fiscal Control.  Correct books of account of the activities and transactions of the Authority shall be kept at the office of the Authority.  These shall include a minute book, which shall contain a copy of any Certification, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.   The Secretary/Treasurer shall keep correct books of funds, investments and accounts of the Authority.

Section 7.04. Annual Audit.  An annual audit shall be caused by the Secretary/Treasurer to be made by the firm which audits the books of the City of Eatonton, Georgia and present such audit to the Directors.  A copy of the Audit shall be filed with the State Auditor to comply with the Local Government Financial Management Standards Act (Georgia Laws, 1980, p.1738.)

Section 7.05.  Deposits and Accounts.  All funds of the Authority, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select.  For the purpose of deposit and for the purpose of collection for that account of the Authority, checks, drafts, and other orders of the Authority may be endorsed, assigned, and delivered on behalf of the Authority by any officer or agent of the Authority as the Authority so decides and has recorded such signatures with the such banks, trust companies, or other depositories.

Section 7.06.  Investments.  The funds of the Authority may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, except as may be imposed by law regarding such investments.

ARTICLE VIII

AMENDMENT OF BYLAWS

These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 3.08.

ARTICLE IX

AUTHORITY SEAL

The Seal of the Authority shall consist of an impression bearing the name “Downtown Development Authority of the City of Eatonton, Georgia” around the perimeter and the word “SEAL” and the year of activation in the center thereof.