HomeMy Public PortalAbout140_030_By-Laws - 10.01.14 BY-LAWS
of the
TYBEE ISLAND DEVELOPMENT AUTHORITY/MAIN STREET PROGRAM
for the City of Tybee Island,Georgia
ARTICLE 1 —NAME AND PURPOSE
Section 1-1. Name
Tybee Island Mayor and City Council activated the Tybee Island Downtown Development Authority
(DDA)by Resolution on August 14,2014. Directors of this Authority("Directors") shall also serve as
the Tybee Island Main Street Board of Directors. Directors shall henceforth exist under this authority
with all of its rights,responsibilities and limitations in accordance with the DDA Law O.C.G.A. 36-42-1,
et seq. The name of the Authority shall be the Tybee Island Development Authority/Main Street
Program, otherwise referred to in these by-laws as"the Program". The Program will serve the
geographical area within Tybee Island city limits as indicated on the attached map [Exhibit A].
Section 1-2. Purpose
The purpose of the Program is to provide technical assistance and financial opportunities with incentives,
as available that encourage quality economic growth and development while preserving Tybee Island's
unique architectural and community heritage. The purpose will be carried out with Program Director's
involvement with facilitating public and private efforts to revitalize,redevelop, and enhance that which
improves the quality of life for those that live,work, and visit Tybee Island with partners that work
collaboratively towards achieving goals identified within the City of Tybee Island Master/
Comprehensive Plan to maintain the island's sense of place.
ARTICLE 2—VISION/MISSION AND DEVELOPMENT OF WORK PLANS
Section 2-1. Vision
Vision Statement: The Vision of the Program is to improve the quality of life for those that live,work,
and visit Tybee Island and enhance the cultural experience while preserving the community's barrier
island heritage.
This Vision will be achieved through the Director's commitment to the National Main Street Four-Point
Approach®of historic preservation-based economic development that balances design,business
assistance,promotion, and organization with established committees and partners that represent each
point.
Section 2-2. Work Plans
The Program will follow the National Main Street work plan model to annually develop comprehensive
work plans to achieve the goals in compliance with DDA Law.
ARTICLE 3—BOARD OF DIRECTORS
Section 3-1. Management Powers,Number, Qualification and Term.
The property, affairs and business of the Program shall be managed by its directors consisting of seven
persons with applicable qualifications and appointed as provided by law(O.C.G.A. 36-42-1). Each
director shall be appointed by the elected officials of the City of Tybee Island and hold office for a term
of four(4)years following the terms filled upon the activation of the DDA on August 14,2014.
If necessary, a director whose term of office has expired shall continue to hold office until a qualified
successor is appointed. If a vacancy is created by the death,resignation or removal of a Board member, a
successor shall be appointed in the same manner as the original appointment,but for the unexpired term
only.
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A maximum of four Ex-Officio members may be appointed to serve for a two year term by a majority
vote of the Directors. An Ex-Officio member shall represent the business community,non-profit
organization, and/or be a full-time resident of Tybee Island.
Section 3-2. Personnel
The Executive Director,Development Authority/Main Street(Employee)with the City of Tybee Island
shall be a non-voting member of the Program and shall be present at all meetings held by the Directors.
The Employee shall manage and coordinate the Program's policies and projects and perform other duties
as the City Manager and Directors may require.
The employee,with advice of the Chair and/or Executive Committee, shall prepare the Program's
agendas for all regular and special meetings and send them to the Board members at least twenty-four
(24)hours prior to the meeting. Any Board member may request that an item be placed on the agenda,but
all such requests shall be submitted through the Chair and/or Executive Committee.However,the
employee shall utilize discretion in the quantity of agenda items in order to maintain the timeframe of the
meeting.
In the absence of said employee,the City of Tybee Island shall seek to fill this position with input from
the Program's Executive Board.
Section 3-3. Powers and Responsibilities.
Program Directors shall have such power and authority as is conferred upon them in accordance with the
terms and provision of the Downtown Development Authority Law as it now exists and as it might
hereafter be amended or modified.
To achieve the goals of the Program, each member of the Board will actively participate in one of the
standing committees, as well as,board development workshops,required trainings, and other activities
that will benefit the individual's dedication to the Program.
All new members of the Board of Directors shall participate in an orientation program
familiarizing them with the goals and objectives of the Program and with their responsibilities.
Board Members shall show their commitment to the Program through attendance at regularly scheduled
meetings, special meetings, and committee meetings of which they serve. If a member has three(3)
consecutive or four(4) or more unexcused absences at any of the above mentioned meetings in the course
of one year,the Chairperson may,with majority approval from the Board, submit a recommendation to
the City Council for said member to be removed from the Board. Extenuating circumstances, such as,but
not limited to,personal or employment circumstances,will be considered.
Section 3-4. Regular Meetings.
Regular meetings of the Authority shall be typically held on the third Wednesday of each month at 6pm in
the Auditorium of Tybee Island City Hall. Meetings may be called by the Chairperson or at the request of
at least fifty percent of the directors via email or fax to each member at least 48 hours prior to such
meeting. All meetings shall comply with the Georgia Open Meetings Act(O.C.G.A. Section 50-14-1).
Section 3-5. Special Meetings.
Special meetings may be held upon request of the Chairperson,Vice-Chairperson in the absence of the
Chairperson, or the Employee with a written request of four(4)or more Board Members by giving
twenty-four(24)hour notice of the meeting, stating the purpose of the meeting and by posting a public
notice of the meeting, as per the Georgia Open Meetings Act(O.C.G.A. Section 50-14-1). Notice of a
special meeting may be either provided in person,via telephone,fax, or email.
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Section 3-6. Quorum.
A quorum shall consist of at least four Directors attending a meeting in person or via teleconferencing.
Decisions are made by majority vote of those at a meeting in which a quorum is present. If less than a
majority of Directors are present at said meeting, a majority of Directors present may adjourn the meeting
without further notice,until a quorum has been obtained.
Subject to open meeting requirements, any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting, if all members of the Board consent thereto in
writing, setting forth the action so taken, and the writing or writings are filed with the minutes of the
proceedings. Such consent shall have the same force and effect as a unanimous vote of the Board.
Section 3-7 Disclosure of Interest
A Board Member who has a conflict of interest in any matter before the Board shall disclose that interest
and recuse themselves prior to the Board taking any action.
Section 3-8. Parliamentary Procedures.
The most current Roberts Rules of Order shall govern the parliamentary procedures of the Authority
when not in conflict with these by-laws. The order of business may be altered or suspended at any
meeting by a majority vote of the active members present.
Section 3-9. Nominations of Members.
Prior to the expiration of a Director's term,the Executive Board shall seek and make recommendations
for qualified individuals, in accordance with the adopted resolution,to be appointed by the City of Tybee
Island Mayor and City Council. Directors may, from time to time,make suggestions to the elected
officials for new Director and vacant Director positions in order to assist in meeting the needs and goals
of the Program.
ARTICLE 4—AUTHORITY AND DUTIES OF DIRECTORS AND OFFICERS
Section 4-1. Number.
Directors shall elect from one of their members a Chairperson, a Treasurer, and a Secretary to be Officers
of the Authority.
Section 4-2: Duties of Officers
The Chairperson shall preside at meetings of the Board and shall perform such other duties as may be,
from time to time, assigned by the Board. The Chairperson shall be a voting member of the Board.
The Vice-Chairperson shall perform the duties of the Chairperson in the Chairperson's absence and
such other duties as,from time to time, are assigned by the Board.
The Treasurer shall review and present to the Board for approval all Program revenue and expense
reports tracked by Employee and Finance Director of the City. In the absence of Employee or Finance
Director of the City,the Treasurer will be responsible for all tracking of all funds, expenses and revenues.
The Secretary shall record,review and present to the Board for approval all Program meeting minutes,
committee minutes and correspondence.
Officers with Employee as an ex-officio member shall serve as the Executive Board and shall oversee and
advise the direction and actions necessary for the daily management of the Program.
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Section 4-3. Election and Removal.
A meeting shall be held within the first two months of the Authority being activated and within the first
three months each year beginning in 2016 for the purpose of electing new officers. Notice of the time and
place of such meeting shall be given by the retiring Chairman.
All officers shall be elected by and serve at the discretion of the board. Any officer may be removed from
office, either with or without cause, at any time,by the affirmative vote of the majority of the directors
then in office.
Section 4-4. Powers.
The powers and duties of the officers shall be as provided from time to time by resolution or other
directive of the directors. In the absence of such provisions,respective officers shall have the powers and
shall discharge the duties customarily and usually held and performed by like officers of authorities
similar in organization and purposes to this Program.
ARTICLE 5—COMMITTEES
Section 5-1. Standing Committees
The Board of Directors may,by majority vote, establish committees entitled Organization,Business
Assistance, Design, and Promotions in accordance with the National Main Street Center Four-Point
Approach®. The committees shall be composed of a Board Liaison and at least three other persons,
which may include non-Board members. Directors may make such provisions for appointment of the
liaison 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,
and activities of the Program.
The liaison or employee shall be responsible to send committee meeting reminders,prepare materials and
coordinate committee activity in conjunction with the Program as dictated by a majority of Directors.
Sub-committees may be established by majority vote of the Directors to address specific issues and items
within the Program's prevue.
Section 5-2. Responsibilities of Committees
The committee members shall effectively and efficiently carry out the goals of the Program and make
recommendations to the Board of Directors for final decisions reflective of the Program.
Committee Liaison shall determine and schedule Committee meeting times, dates, and locations. Liaison
will notify Employee and Directors of its meetings and will keep written reports of its proceedings and
forward those reports to Employee and Directors.
The committees do not have authority to take action, act on proposed plans, or enter into contracts or
purchase agreements without obtaining approval of the Board. The designation and appointment
of committees and the delegation thereto of authority shall not operate to relieve the Board of
Directors, or any individual Director, of any responsibility imposed upon them by law.
Section 5-3. Advisory Committee
The Board,by resolution,may designate and appoint one(1) or more stakeholder groups to advise the
Board on the direction of the Program. The members of such advisory groups may be selected by majority
vote of Directors.
ARTICLE 6: FINANCIAL ADMINISTRATION
Section 6-1. Fiscal Year.
The fiscal year of the Program shall conform to the City of Tybee Island's fiscal year.
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Section 6-2. Budget
Members shall prioritize goals for the Program and approve a proposed budget outlining necessary details
four months prior to the new fiscal year. The Employee shall deliver the approved proposed budget to the
Finance Director of the City for review and submission to the Mayor and City Council for approval and
adoption. The approved budget may be reviewed and revised periodically as deemed necessary by the
Directors.
Section 6-3. Revenue and Expenditures
All revenues and expenditures for the Program shall be reviewed at a regular scheduled Board of
Directors meeting.
Section 6-4. Compensation
Directors shall receive no compensation. Should a member be called upon by the Program to represent the
Program at a conference,meeting, or other official occasion,the member shall be reimbursed for
expenses as defined in the City's personnel policy.
Section 6-5. Annual Audit.
The Treasurer may cause an annual audit of the books of the Program to be made by the firm,which
audits the books of the City of Tybee Island, and present such audit to the directors of the Program. The
City of Tybee Island shall include the Program's finances with their copy of the audit that shall be filed
with the State Auditor; if necessary,to comply with the Local Government Financial Management
Standards Act(Georgia Laws, 1980,p. 1738).
ARTICLE 7: EFFECTIVE DATE
Section 7-1. Approval of by-laws
These by-laws as written and any amendments to said by-laws shall become effective upon approval of
the City Council.
ARTICLE 8: AMENDMENTS
Section 8-1. Amendments.
The by-laws of the Program shall be subject to alteration, amendment or repeal, and new by-laws not
inconsistent with any laws of the State of Georgia creating this Authority may be made by affirmative
vote of a majority of the directors then holding office at any regular or special meeting of the directors.
Proposed amendments shall be submitted in writing to all directors of the Program ten(10)days prior to
the meeting at which such amendment will be considered. If such written proposed amendment is
submitted by email, it shall be deemed delivered when sent.
Resolved this day of ,20 by the Tybee Island Development
Authority/Main Street Board of Directors.
Ted Lynch, Chair
ATTEST:
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