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RA-99-01 and Bylaws RESOLUTION NO. RA-99-01 RESOLUTION OF THE CUPERTINO REDEVELOPMENT AGENCY ADOPTING BYLAWS AND APPOINTING OFFICERS WHEREAS, the City Council of the City of Cupertino, by Ordinance No. 1421, adopted on June 1, 1987, declared a need for a redevelopment agency to function within the City of Cupertino and organized itself as the Cupertino Redevelopment Agency (the “Agency”); and WHEREAS, it is necessary for said Agency to establish bylaws for the conduct of its business; and WHEREAS, it is necessary to appoint the officers established in the bylaws; NOW, THEREFORE, BE IT RESOLVED BY THE CUPERTINO REDEVELOPMENT AGENCY AS FOLLOWS: Section 1. The “Bylaws of the Cupertino Redevelopment Agency,” in the form attached to this resolution and incorporated herein by this reference, are hereby adopted. As set forth in the Bylaws, the Mayor and Vice-Mayor of the City of Cupertino, respectively, shall be the Chairman and Vice-Chairman of the Cupertino Redevelopment Agency. Section 2. The officers of the Agency, other than the Chairman and Vice-Chairman, as set forth in the Bylaws, are appointed to be as follows: Executive Director: City Manager Secretary: City Clerk Finance Director: Director of Administrative Services General Counsel: City Attorney PASSED AND ADOPTED at a special meeting of the Cupertino Redevelopment Agency th this 19day of July 1999, by the following vote: Vote Members of the Redevelopment Agency AYES: Burnett, Chang, James, Statton, Dean NOES: None ABSENT: None ABSTAIN: None ATTEST: APPROVED: /s/ Kimberly Smith /s/ Wally Dean Secretary Chairman, Redevelopment Agency Resolution No. RA-99-01 Page 2 BYLAWS OF THE CUPERTINO REDEVELOPMENT AGENCY ARTICLE I — THE AGENCY Section 1.01. Name of Agency. The official name of the Agency shall be the "Cupertino Redevelopment Agency." Section 1.02. Seal of Agency. The seal of the Agency shall be in the form of a circle and shall bear the name of the Agency and the year of its establishment. Section 1.03. Office of Agency and Place of Meeting. The office of the Agency shall be at City Hall, 10300 Torre Avenue, Cupertino, California. The Agency meetings shall be held in the City Council Chambers, 10300 Torre Avenue, Cupertino, California, or at any place in the City of Cupertino, California, which the Agency may from time to time designate by resolution. Section 1.04. Powers. The powers of the Agency shall be vested in the members thereof then in office, who reserve unto themselves the right to delegate by resolution such powers as are appropriate and permissible by law. Section 1.05. Members. The members of the Agency shall be the members of the City Council of the City of Cupertino. ARTICLE II - OFFICERS Section 2.01. Officers. The officers of the Agency shall be a Chairman and a Vice- Chairman. Other officials acting as its staff shall be an Executive Director, a Secretary, a Finance Director and a General Counsel. Section 2.02. Chairman. The Chairman of the Agency shall be the Mayor of the City of Cupertino. The Chairman shall preside at all meetings of the Agency. Except as otherwise authorized by resolution of the Agency or the provisions of these Bylaws, the Chairman shall sign all contracts, deeds and other instruments made by the Agency. At each meeting, the Chairman shall submit such recommendations and information as the Chairman may consider proper concerning the business, affairs and policies of the Agency. Section 2.03. Vice-Chairman. The Vice-Chairman shall be the Vice-Mayor of the City of Cupertino. The Vice-Chairman shall perform the duties of the Chairman in the absence or incapacity of the Chairman. In case of the resignation or death of the Chairman, the Vice- Chairman shall perform such duties as are imposed on the Chairman until such time as the Agency shall elect a new Chairman. 2 CUP/AgResoBylaws7/24/2007 Resolution No. RA-99-01 Page 3 Section 2.04. Executive Director. The Executive Director shall be appointed by the Agency and shall serve at the pleasure of the Agency. The Executive Director shall have general supervision over the administration of Agency business and affairs, subject to the direction of the Agency. Section 2.05. Secretary. The Secretary shall be appointed by the Agency and shall serve at the pleasure of the Agency. The Secretary shall keep the records of the Agency, act as secretary at meetings of the Agency, record all votes and keep a record of the proceedings of the Agency in a journal of proceedings to be kept for such purpose, and perform all duties incident to the Secretary's office. The Secretary shall maintain a record of all official proceedings of the City Council of the City of Cupertino relevant to the Agency and the redevelopment program. Section 2.06. Finance Director. The Finance Director shall be appointed by the Agency and shall serve at the pleasure of the Agency. The Finance Director shall have the care and custody of all funds of the Agency and shall deposit the same in the name of the Agency in such bank or banks as the Agency may select. The Finance Director shall sign all orders and checks for the payment of money and shall pay out and disburse such monies under the direction of the Agency. The Finance Director shall keep regular books of account, showing receipts and expenditures, and shall render to the Agency at each regular meeting, or more often when requested, an account of transactions and the financial conditions of the Agency. The Finance Director shall give such bond for faithful performance of the Finance Director's duties as the Agency may determine. Section 2.07. General Counsel. The General Counsel shall be appointed by the Agency and shall serve at the pleasure of the Agency. The General Counsel shall be the chief legal officer of the Agency and shall be responsible for the preparation of all proposed resolutions, laws, rules, contracts, bonds and other legal papers for the Agency. The General Counsel shall give advice or opinions in writing to the Chairman or other Agency officers whenever requested to do so. The General Counsel shall attend to all suits and other matters to which the Agency is a part or in which the Agency may be legally interested and do such other things pertaining to the General Counsel's office as the Agency may request. Section 2.08. Compensation. The members of the Agency shall receive compensation in the amount of $30.00 per member for each meeting of the Agency attended by the member. No member shall receive compensation for attending more than four meetings of the Agency during any calendar month. In addition, members shall receive their actual and necessary expenses, including traveling expenses incurred in the discharge of their duties. Section 2.09. Additional Duties. The officers of the Agency shall perform such other duties and functions as may from time to time be required by the Agency or the Bylaws or rules and regulations of the Agency. Section 2.10. Election or Appointment of Officers. Officers other than Chairman and Vice-Chairman shall be appointed at the annual meeting of the Agency. 3 CUP/AgResoBylaws7/24/2007 Resolution No. RA-99-01 Page 4 Section 2.11. Absences and Vacancies. In the temporary absence of the Chairman and Vice-Chairman, the Agency members shall elect a member present as temporary Chairman for the purpose of conducting meetings and performing the duties of the Chairman. Should the offices of Chairman or Vice-Chairman become vacant, the Agency shall elect a successor from its membership at the next regular meeting, and such election shall be for the unexpired term of said office. Should any office other than Chairman or Vice-Chairman become vacant, the Agency shall appoint a successor within a reasonable time or by resolution determine that such office shall remain vacant for a definite or indefinite period of time. Section 2.12. Additional Personnel. The Agency may from time to time appoint or employ such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by the California Community Redevelopment Law and all other laws of the State of California applicable thereto. The selection, duties and compensation of such personnel shall be determined by the Agency, subject to the laws of the State of California. ARTICLE III - MEETINGS Section 3.01. Annual Meeting. The annual meeting of the Agency shall be held on the third Monday of November at 6:45 p.m. in the City Council Chambers, 10300 Torre Avenue, Cupertino, California. In the event such date shall fall on a legal holiday, the annual meeting shall be held on the next succeeding business day. Section 3.02. Regular Meeting. The regular meetings of the Agency shall be held without official notice on the first and third Mondays of each month at 6:45 p.m. in the City Council Chambers. In the event a day of regular meeting shall be a legal holiday, said meeting shall be held on the next succeeding business day. Section 3.03. Special Meetings. The Chairman of the Agency may, when it is deemed expedient, and shall, upon the request of three (3) members of the Agency, call a special meeting of the Agency for the purpose of transacting the business designated in the call. At such special meeting, no business shall be considered other than as designated in the call. Section 3.04. Posting Agendas/Notices. The Secretary or his or her authorized representative shall post an agenda for each regular Agency meeting or a notice for each special Agency meeting containing a brief description of each item of business to be transacted or discussed at the meeting, together with the time and location of the meeting. Agendas/notices shall be posted at City Hall, 10300 Torre Avenue, Cupertino, California (a location readily accessible to the public), at least 72 hours in advance of each regular meeting and at least 24 hours in advance of each special meeting. The Secretary shall maintain a record of such posting. Section 3.05. Right of Public to Appear and Speak. At every regular meeting, members of the public shall have an opportunity to address the Agency on matters within the Agency's subject matter jurisdiction. Except for matters scheduled for formal public hearing, public input and comment on matters on the agenda, as well as public input and comment on 4 CUP/AgResoBylaws7/24/2007 Resolution No. RA-99-01 Page 5 matters not otherwise on the agenda, shall be made during the time set aside for public comment; provided, however, that the Agency may direct that public input and comment on matters on the agenda be heard when the matter regularly comes up on the agenda. The Chairman or presiding officer may limit the total amount of time allocated for public discussion by particular issues and/or the time allocated for each individual speaker. Section 3.06. Non-Agenda Items. Matters brought before the Agency at a regular meeting which were not placed on the agenda of the meeting shall not be acted upon by the Agency at that meeting unless action on such matters is permissible pursuant to the Brown Act (Gov. Code §54950 et seq.). Those non-agenda items brought before the Agency which the Agency determines will require Agency consideration and action and where Agency action at that meeting is not so authorized shall either be placed on the agenda for the next regular meeting or referred to staff, as directed by the Chairman or the presiding officer. Section 3.07. Quorum. Three (3) members of the Agency shall constitute a quorum for the purpose of conducting Agency business, exercising Agency powers and for all other purposes, but a smaller number may adjourn from time to time until the quorum is obtained. Every official act of the Agency shall be adopted by a majority vote. A "majority vote" shall mean a majority of all members present when a quorum is present. Section 3.08. Order of Business. At the regular meetings of the Agency, the following shall be the order of business; provided, however, that the Chairman may, with the approval of the majority of the Agency, address items out of order, if because of the number of persons present who are interested in a particular issue, or because of the distance that persons interested in a given matter must travel or otherwise for the orderly conduct of the meeting the Agency should so decide: (1) Roll call; (2) Ceremonial matters and presentations; (3) Written communications; (4) Oral communications; (5) Approval of the minutes of the previous meeting; (6) Unfinished business; (7) New business; and (8) Adjournment. 5 CUP/AgResoBylaws7/24/2007 Resolution No. RA-99-01 Page 6 All resolutions shall be in writing and designated by number, reference to which shall be inscribed in the minutes and an approved copy of each resolution filed in the official book of resolutions of the Agency. Section 3.09. Manner of Voting. The voting on formal resolutions, matters to any federal, state, county or city agency, and on such other matters as may be requested by a majority of the Agency members, shall be by roll call, and the ayes, noes and members present not voting shall be entered upon the minutes of such meeting, except on the election of officers, which may be by ballot. Section 3.10. Parliamentary Procedure. Unless a different procedure is established by resolution of the Agency or set forth in these Bylaws, the rules of parliamentary procedure as set forth in Robert's Rules of Order Revised shall govern all meetings of the Agency. Section 3.11. Brown Act Requirements. The provisions contained in this Article III are consistent with the provisions set forth in the Ralph M. Brown Act, Government Code Section 54950 et seq. In the event any provision contained herein is inconsistent with the Brown Act, as it currently exists or as it may be subsequently amended, the provisions contained in the Brown Act shall prevail. ARTICLE IV - AMENDMENTS Section 4.01. Amendments to Bylaws. The Bylaws of the Agency may be amended by the Agency at any regular or special meeting by majority vote, provided that no such amendment shall be adopted unless at least seven (7) days written notice thereof has been previously given to all members of the Agency. Such notice shall identify the section or sections of the Bylaws proposed to be amended. ARTICLE V - CONFLICTS Section 5.01. Conflicts. Conflicts shall be determined and governed by a Conflict of Interest Code to be adopted by the Agency and approved by the City Council. 6 CUP/AgResoBylaws7/24/2007