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88-R-15Q 0 RESOLUTION NO. 88-R-15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGE - WATER, FLORIDA, FORMALLY ADOPTING THE BY-LAWS OF THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF EDGEWATER; REPEALING ALL RESOLUTIONS IN CONFLICT HEREWITH AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, at a regular meeting of the Industrial Develop- ment Board of the City of Edgewater, held on the 7th day of January, 1988, the Board moved to reccomend adoption of By -Laws. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA: SECTION 1. That the By -Laws of the Industrial Development Board of the City of Edgewater, attached hereto as Appendix "A", and by reference incorporated herein with full force and effect as if fully set forth are hereby formally adopted. SECTION 2. That all resolutions or parts of resolutions in conflict herewith be and the same are hereby repealed. SECTION 3. That this resolution shall take effect immedia- tely upon its adoption by the City Council of the City of Edge- water, Florida, at a regular meeting of said Council held on the 7th day of March , 1988, and approved as provided by law. This Resolution was introduced and sponsored by Councilman Prater , and was read and passed by a vote of the City Council of the City of Edgewater, Florida, at a regular meeting of said Council held on the 7th day of March , 1988, and approved as provided by law. ROLL CALL VOTE AS FOLLOWS: Council an- e Co cilman-Zone Four Authenticated this so] day 1988. i Mayor z e d by: 1t:v Res.No. 88-R-15 "Exhibit A" EDGEWATEP.16DUSTRIAL DEVELOPMENT BOARD BY%_.,v7S ARTICLE I: Purpose and Intent The purpose and intent of these By -Laws is to set forth a uniform set of procedures whereby the Edgewater Industrial Development Board may regulate r the manner in which it elects officers, conduct meetings and otherwise carries out its functions. It is the further intent of these By -Laws to serve as a self-imposed guideline in the handling of all affairs pertaining to the Edge- water Industrial Development Board. The purpose of the Industrial Development Board is to assist the City Council to attract and interest industry in locating in the City of Edgewater, Florida, so long as the industry is clean, does not pollute, is not hazardous but will promote the good image of the City of Edgewater, Florida, and will prLovide jobs and advance the economic prosperity and general welfare of the people of the City of Edgewater. It is the intent of the City Council in establishing the Industrial Development Board that the Industrial Development Board shall act in an advisory capacity to the City Council. ARTICLE II: Official Name The official name of this organization shall be the Industrial Development Board of the city of Edgewater, Florida, hereinafter referred to as "The Board". ARTICLE III: General Governing Rules All meetings of The Board shall be subject to Chapter 286, Florida Statutes. ARTICLE IV: Membership The membership of The Board shall be appointed and subject to removal as set forth by the City Council. Prior to appointment, prospective members shall sub- mit a City Application, and letter of intent to serve on The Board, and shall state therein a brief synopsis of their education and experiences in the area of industrial development. The Board shall consist of not more than seven (7) members. To be eligible for appointment, a member should preferably be a resident of the City of Edgewater and must possess business experience. Should a resident member of The Board move his place of residence outside the corporate limits of the City of Edgewater during his term of appointment, he may be subject to removal by the City Council. The members of the Industrial Development Board shall be appointed for a term of three (3) years. The terms shall be staggered. All members shall serve at the pleasure of the City Council. No members of The Board shall receive any compensation for his service, provided, however, that members may be reimbursed for out of pocket expenses that are approved, in advance, by the City. No individual shall serve more than two (2) consecutive terms. ARTICLE V: Vacancies Three (3) consecutive unexcused absences shall be considered an automatic resignation from The Board. Upon such resignation, resignation by other means, or vacancies occurring in office for other reasons, the chairman shall notify the City Council of the vacancy as promptly as possible in order that the City Council may appoint a replacement to serve the remainder of the unexpired term. Any member unable to attend the regular or special meeting will be expected to notify the recording secretary and ask to be excused from attending the said meeting. -1- ARTICLE VI: Duties The Board shall have all the duties and responsibilities pertaining as an Industrial Development Board as set forth and provided for under the constitution, laws of the star and the charter, ordinances and resolutions of the City. It shall adopt written By -Laws and keep a properly indexed public record of its resolutions, transactions, findings and recommendations. The Board shall make frequent reports on its business to the City Council. The Board shall also: A. Formulate plans for the use and development of all property designated for industrial development. The formulation of said plans shall, at all times, be subject to the approval of the City Council. B. Annually recommend a budget to the City Council for monies necessary to carry out the purpose of The Board, provided that any monies expended by the City Council shall not exceed any monies advanced so provided in the budget, and provided further that any monies advanced on behalf of The Board, which are derived from any tax source, shall be repaid to the City from any revenue bonds sold. C. Promote the City of Edgewater as a prospective site for industrial development, provided that no expenses for advertising or other promotional methods shall be incurred without prior approval of the City Council. D. Cooperate with and assist private interests that wish to develop industrially -zoned property in the City of Edgewater E. Negotiate and recommend to the City Council options and agreements relating to the lease of industrially -zoned property to prospective lessees. F. Carry out preliminary negotiations for the purpose of attracting industry to the City of Edgewater. All final negotiations shall be done in conjunction with the City Council of the City of Edgewater and shall be subject to final approval by said Council. G. Limitations of The Board: The Board shall not have the authority to bind the City of Edgewater to any contract or document, nor shall The Board have the power to incur any bonded indebtedness, nor to issue revenue bonds, nor shall it have the power of eminent domain. All decisions made by The Industrial Development Board shall be subject to review by the City Council. ARTICLE VII: Officers Chairman - The chairman shall serve as presiding officer at all meetings of The Board and shall conduct said meetings as specified herein. The chairman shall be elected by a majority of the membership at the regular meeting in the month of January and the term of office shall be one (1) year. The chairman shall be eligible for re-election. 1. The chairman shall transmit, report plans and recommendations of The Board to the City Council and in general shall act as spokesman for The Board. 2. The chairman shall appoint, from the Board membership, any committees found necessary to investigate matters before The Board. -2- Vice -Chairman - The vice-chairman shall be elected by The Board from among its regular members in the same manner as the chairman and shall be eligible for re-election. The vice-chairman shall serve as acting chairman in the absence of the chairman and at such times shall have the same powers and duties as the chairman. In the event of the death or resignation of the chairman, the vice-chairman shall perform the various duties until such time as The Board shall elect a new chairman. Secretary - The secretary shall be furnished to The Board by the City and shall be a City employee. It shall be the duty of the secretary to prepare all correspondence and approve minutes and be responsible for the distribution. The duties of the office shall include preparation of the agenda, preparation and sending out of minutes and to establish and maintain Board files. ARTICLE VIII: Standing and Ad Hoc Committees Standing committees may be appointed by the chairman. Duties, respons- ibilities, procedures, etc., of standing committees are to be determined by The Board. The Board shall have the power to establish subcommittees on a permanent or "ad hoc" basis to study in depth and make recommendations on projects or programs assigned by the Board. Membership of the subcommittees shall consist of one (1) or more members from The Board and any interested individual, any technical or professional person(s) deemed appropriate. The Board shall appoint a chairman who shall be resonsible for reporting subcommittee findings to The Board and specify other rules of procedure as may be advisable. All meetings of two (2) or more Board members shall be noticed in City Hall prior to the meeting and members of the public and press shall be invited to attend. ARTICLE VIIII: Meetings Regular Meetings - The Board shall meet at regular intervals and at such other times as it may deem necessary for the transaction of business in the Edgewater City Hall, whenever possible, or the Edgewater Community Center. Special Meetings - Special meetings may be called at any time by the chairman. The chairman shall give, or cause to be given, at least three (3) days notice of the time and place of any special meetings to each member of The Board, the City Clerk and the press. In the event of an emergency due to extenuating circumstances, the chairman can call an emergency special meeting twenty-four (24) hours in advance, prior to the said meeting. Workshop Meetings - Workshop meetings may be held as required for the purpose of enabling The Board to gather information and examine proposals relating to the powers and duties with which The Board is charged. Although said meetings are open to the public and members of the press, The Board is not compelled to hear any comments or questions from other than Board members, and then only when the individual is recognized by the chairman. Continued Meetings - The Board may continue a regular or special meeting if the business cannot be conducted on the advertised date. No further public notice shall be necessary for resuming such meetings provided the time, date and place of resumption is stated at the time of continuance. -3- Cancellation of Meetings - Whenever a majority of the members notify the secretary of their inability to attend a meeting, the chairman may dispense with the regular meeting by giving written or oral notice to all members not less than twenty-four (24) hours prior to the time set for the meeting. In addition, said notice shall be posted in a conspicuous place within or at the scheduled meeting chambers and the press shall be notified of the cancellation. Conduct of Meetings - All meetings shall be open to the public and shall be conducted according to a suitably adopted standard or parliamentary procedure. The order of business at regular meetings shall be as follows: Call To Order Roll Call Approval Of Minutes Communications Old Business - Committee Reports Correspondence New Business - Committee Reports Correspondence Miscellaneous Adjournment Quorum - A quorum shall be four (4) members throughout a meeting for the transaction of all business. It shall take a majority of the entire membership to adopt or implement any course of action. The cbairman shall vote. Subcommittee Meetings - These regulations shall govern all subcommittee meetings except that subcommittees are not required to hold regular meetings, but may conduct their business at workshop and special meetings. Public Hearings - Public hearings can be called when The Board deems necessary. Official action on a matter can be decided after the public hearing has been adjourned, provided a quorum is present. Notice of public hearings shall be as prescribed by Florida law. The chairman of the Planning and Zoning Board shall be an ex-officio member of The Board, but shall not be entitled to vote on any matter that comes before The Board. ARTICLE X: Agenda An agenda shall be prepared by the secretary of The Board as directed by the chairman listing all matters which shall be taken up before The Board at any of its meetings. The agenda shall be prepared on the Friday prior to the regularly scheduled meeting. No other matter except what is specified on the agenda shall be taken up at such meeting, except by unanimous vote of the Board present. ARTICLE XI: Staff The Board and duly authorized subcommittees shall have access to the information and staff of all the departments of the City government, through the City administration on such a basis as these departments are able to render assistance to The Board. Permanent staff members may be appointed to serve The Board, as provided by the City Council. -4- ARTICLE XII: Amendments These B-Lays may be amended (repealed) or added to at a regular or special meeting of the Board, provided that a written notice shall have been sent to each member three (3) days in advance of the vote, which notice shall state the amendment or change proposed. Adopted by the Board this 7th , day of January, 1988, at the City of Edgewater, Florida, to become effective immediately. ATTEST: //YILI.0 1N/I /Il�_,L1 Beverly Kin ey, oard Se tart' -5- L�GG%pif C.2l/ z.d[ / i/ Mrs. Florence M. er, Chairman