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URA Res. No. 2007-01AVON URBAN RENEWAL AUTHORITY RESOLUTION NO. 07-01 SERIES OF 2007 A RESOLUTION TO APPROVE THE BYLAWS OF THE AVON URBAN RENEWAL AUTHORITY WHEREAS, the Avon Urban Renewal Authority (the "Authority") is a duly organized body corporate and politic under and by virtue of the laws of the State of Colorado including the Urban Renewal Law, constituting Part 1 of Article 25 of Title 31, Colorado Revised Statutes ("C.R.S."); and WHEREAS, the Board of Commissioners of the Authority (the "Board") is authorized by Section 31-25-105(l)(a), C.R.S., to make bylaws to effectuate the provisions of the Urban Renewal Law; WHEREAS, the Board wishes to approve and adopt the bylaws of the Authority (the "Bylaws"), which Bylaws have been presented to the Board and are attached to this resolution as Exhibit A. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE AVON URBAN RENEWAL AUTHORITY: I . The Board hereby approves and adopts the Bylaws as presented to the Board. The appropriate officers of the Authority are hereby authorized to perform all acts they may deem necessary or appropriate in order to implement such Bylaws. ADOPTED this 28th day of August, 2007. AVON URBAN RENEWALAUTHORITY SRS Ronald C. Wolfe, Chairman ATTEST: mot. c 14-4 Pat Mc enny, Au 'ty Clerk 2 CERTIFIED BY: STATE OF COLORADO COUNTY OF EAGLE AVON URBAN RENEWAL AUTHORITY ) SS. I, Patty McKenny, the duly qualified and acting Town Clerk of the Town of Avon, Colorado (the "Town"), acting as the Authority Clerk of the Avon Urban Renewal Authority (the "Authority") do hereby certify: 1. That the foregoing pages are a true, correct, and complete copy of a resolution (the "Resolution") concerning the Authority bylaws, adopted by the Board of Commissioners (the "Board") of the Authority, at a regular meeting of the Board held at the Town Municipal Building on August 28, 2007. 2. The Resolution was adopted at an open, regular meeting of the Board on Tuesday, August 28, 2007 by an affirmative vote of the members of the Board as follows: Name "Yes" "No" Absent Ronald Wolfe Brian Sipes ✓ Richard Carroll ✓ Dave Dantas ✓ Kristi Ferraro Amy Phillips ✓ Tamra Nottingham Underwood ✓ 3. The Resolution has been signed by the Chairman of the Board, sealed with the corporate seal of the Authority, attested by the Secretary, certified by me as Authority Clerk, and duly recorded in the books of the Authority; and that the same remains of record in the book of records of the Authority. 4. Notice of the regular meeting of August 28, 2007, in the form attached hereto as Exhibit 1, was posted in a public place within the boundaries of the Authority no less than twenty-four hours prior to such meeting. IN WITT~U_SS WHEREOF, I have hereunto set my hand and affixed the seal of said Authority this 2`l `-day of August, 2007. . (SEAL Aut Clerk EXHIBIT A Bylaws of the Avon Urban Renewal Authority A-1 Memo To: Board Chairman and Commissioners Thru: Larry Brooks, Executive Director From: Scott Wright, Treasur Date: August 23, 2007 Re: AURA Resolution No. 07-01 Approval of Bylaws Summary: The attached proposed bylaws of the Avon Urban Renewal Authority (Authority) set forth terms and requirements to effectuate certain provisions of Colorado State Statutes and Urban Renewal Law. Recommendation: Staff recommends that the Board approve Resolution No. 07-01, a resolution approving the bylaws of the Avon Urban Renewal Authority. A - AURA Resolution No. 07-01 B - Exhibit A - Bylaws Page 1 AVON URBAN RENEWAL AUTHORITY RESOLUTION NO. 07-01 SERIES OF 2007 A RESOLUTION TO APPROVE THE BYLAWS OF THE AVON URBAN RENEWAL AUTHORITY WHEREAS, the Avon Urban Renewal Authority (the "Authority") is a duly organized body corporate and politic under and by virtue of the laws of the State of Colorado including the Urban Renewal Law, constituting Part 1 of Article 25 of Title 31, Colorado Revised Statutes ("C.R.S."); and WHEREAS, the Board of Commissioners of the Authority (the "Board") is authorized by Section 31-25-105(1)(a), C.R.S., to make bylaws to effectuate the provisions of the Urban Renewal Law; WHEREAS, the Board wishes to approve and adopt the bylaws of the Authority (the "Bylaws"), which Bylaws have been presented to the Board and are attached to this resolution as Exhibit A. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE AVON URBAN RENEWAL AUTHORITY: 1. The Board hereby approves and adopts the Bylaws as presented to the Board. The appropriate officers of the Authority are hereby authorized to perform all acts they may deem necessary or appropriate in order to implement such Bylaws. 2 BYLAWS OF THE AVON URBAN RENEWAL AUTHORITY ARTICLE I. Name Section 1. Name. The urban renewal authority for the Town of Avon, Colorado (the "Town"), created pursuant to the Urban Renewal Law, consisting of Part I of Article 25 of Title 31, Colorado Revised Statutes ("C.R.S."), and Resolution No. 07-20 of the Town Council of the Town (the "Town Council") dated June 26, 2007, shall be known as the Avon Urban Renewal Authority (the "Authority"). ARTICLE II. Commissioners Section 1. Commissioners. The members of the Town Council, as from time to time in office, shall constitute the commissioners of the Authority (the "Commissioners"). Succession of the Commissioners shall be governed by the applicable rules governing succession of the members of the Town Council. Section 2. Board. Collectively, the Commissioners shall form the Board of Commissioners of the Authority (the "Board"). ARTICLE III. Officers Section 1. Officers. The officers of the Authority shall be the Chairman, the Vice Chairman, the Authority Clerk, the Treasurer, and the Executive Director. Nothing herein shall be construed to prevent an individual from serving concurrently as both Treasurer and Executive Director. Nothing herein shall be construed to prevent the Executive Director and the Treasurer from causing their duties to be performed by other individuals who are qualified to act on behalf of the Authority. Section 2. Chairman. The Chairman of the Authority shall at all times be the Mayor of the Town and shall preside at all meetings of the Board. The Chairman shall be authorized to execute deeds, conveyances, deeds of trust, agreements and other instruments under seal of the Authority. Section 3. Vice Chairman. The Vice Chairman of the Authority shall at all times be the Mayor Pro-Tem of the Town and shall, in the absence or incapacity of the Chairman, perform such duties as are imposed on the Chairman until such time as the absence or incapacity of the Chairman shall cease or a new Chairman shall take office. Section 4. Secretary. The Secretary of the Authority shall at all times be the Executive Director of the Authority. The Secretary shall: Attest to any resolutions, bylaws, contracts, deeds and other instruments adopted by the Authority. 2. Keep custody of the seal of the Authority and affix such seal to all resolutions, bylaws, contracts, deeds and other instruments authorized to be executed by the Authority. 3. Keep correct and complete minutes of the proceedings of the Board of Commissioners and any committees of the Authority. 4. Give all notices required by law. 5. Perform all duties incident to the office of Secretary. Section 5. Treasurer. The Treasurer of the Authority shall be the Finance Director of the Town or such other person as may be appointed by the Board. The Treasurer shall: 1. Have charge and custody of, and be responsible for, all funds and securities of the Authority. 2. Keep correct and complete books and records of account. 3. Receive and give receipts for moneys due and payable to the Authority from any source whatsoever. 4. Prepare and submit an annual budget to the Board for the operation of the Authority. 5. Render financial statements upon request of the Board. 6. Perform all duties incident to the office of Treasurer and perform such other duties as may be assigned by the Executive Director. Section 6. Executive Director. The Executive Director of the Authority shall be the Town Manager of the Town or such other person as may be appointed by the Board, but no Commissioner of the Authority shall serve as Executive Director except as a temporary appointee. The Executive Director shall additionally serve as the Secretary of the Authority. All documents pertaining to the Authority may refer to the Executive Director as "Executive Director" or "Secretary" with equal meaning. The Executive Director shall: In addition to the Chairman, be authorized to execute deeds, conveyances, deeds of trust and other instruments under seal of the Authority. Any document executed by the Executive Director pursuant to this paragraph shall not be attested by the Executive Director in his capacity as Secretary. 2. Serve as the chief executive officer of the Authority and exercise supervision over the business of the Authority and of those members of the Town staff as may be assigned to Authority business. 3. Perform all duties which may from time to time be assigned to the Executive Director by the Board of Commissioners of the Authority. Section 7. Authority Clerk. The Authority Clerk of the Authority shall at all times be the Town Clerk of the Town. The Authority Clerk shall: 1. In addition to the Secretary, be authorized to attest to any resolutions, bylaws, contracts, deeds and other instruments adopted by the Authority. 2. Be authorized to certify documents that have been duly executed and attested by other officers of the Authority. 3. Perform all duties incident to the office of Authority Clerk and perform such other duties as directed by the Executive Director. Section 8. Additional Duties. The officers of the Authority shall perform such other duties and functions as may from time to time be required by the Board or the bylaws, rules or resolutions of the Board. Section 9. Additional Personnel. The Authority may from time to time utilize such additional personnel, including without limitation Town staff, as it deems necessary to exercise its powers, duties and functions, subject to applicable law and agreements between the Authority and the Town. The Board may retain such attorneys, advisors, experts and other agents and consultants as it may deem proper to accomplish its objectives under to the Urban Renewal Law. ARTICLE IV. Meetings Section 1. Annual Meeting. The Board shall hold its annual meeting in the month of January each year in conjunction with a regular meeting of the Board. Section 2. Regular Meetings. Unless the Board shall establish otherwise by resolution, the Board shall hold a regular meeting at least once each calendar quarter at the Town Municipal Building at a time and place to be determined by the Board. Section 3. Special Meetings. Special meetings of the Board shall be called by the Secretary or the Authority Clerk on the written request of the Chairman, or by any four Commissioners on at least 24 hours written notice to each member of the Board, served personally or left at his usual place of residence or place of business, and written notice posted in at least three public places. Section 4. Business at Special Meeting. No business shall be transacted at any special meeting of the Board unless the same has been stated in the notice of such meeting. However, any business which may lawfully come before a regular meeting may be transacted at a special meeting if all the Commissioners present consent thereto and all the Commissioners absent file their written consent. Section 5. Open Meetings. Notice and conduct of meetings of the Board shall at all times comply with Part 4 of Article 6 of Title 24, C.R.S. or any successor law governing open meetings within the State of Colorado. For purposes of Section 24-6-402(2)(c), C.R.S., the Board shall annually designate the public place within the boundaries of the Authority at which notice of meetings of the Board shall be posted. Section 6. Quorum and Manner of Acting. A majority of the Commissioners shall constitute a quorum for the transaction of business at of the Board. Each of the Commissioners shall be authorized to vote upon matters coming before the Board. Unless provided otherwise herein, the act of a majority of those Commissioners present at a meeting shall be the act of the Board. Section 7. Robert's Rules of Order. Meetings of the Board shall be conducted in conformity with Robert's Rules of Order, as revised from time to time, and with such modifications as the Board may approve by resolution. ARTICLE V. AmandmPnt Section 1. Amendment. These bylaws may be amended at by a vote of the majority of all of the Commissioners. Adopted this 28th day of August, 2007. 0: (9tkL i Ronald C. Wolfe, Chai A enny, Authokity Clerk 13US RE\1383099.1 CERTIFIED BY: EXHIBIT I (Attach Notice of Meeting) AVON URBAN RENEWAL AUTHORITY TUESDAY, AUGUST 28, 2007 AVON MUNICIPAL BUILDING, 400 BENCHMARK ROAD AUTHORITY AGENDA MEETING BEGINS AT 4 PM 1. CONVENE MEETING 2. APPROVAL OF AGENDA 3. NEW BUSINESS a. Avon Urban Renewal Authority Overview & Board Orientation (Anne Ricker, Leland Consulting) Review of Authority powers and functions, responsibilities of commissioners and other general issues b. Depfa Bank Term Letter and Presentation of Proposed Timetable & Terms for issuing Tax Increment Revenues Bonds (David Bell, Stifel Nicolaus) Review details of Tax increment financing 4. RESOLUTIONS a. Resolution No. 07-01, Series of 2007, A Resolution to approve the Bylaws of the Avon Urban Renewal Authority (Scott Wright, Asst. Town Manager Finance, Randy Funk, Sherman & Howard) Attached are the proposed bylaws of the Avon Renewal Authority which set forth terms and requirements to effectuate certain provisions of Colorado State Statutes and Urban Renewal Law b. Resolution No. 07-02, Series of 2007, A Resolution to appoint certain officers and agents of the authority, A Resolution appointing Sherman & Howard L.L.C. as General Counsel to the Authority and appointing Stan Bernstein and Associates, Inc. as financial consultant to the Authority (Scott Wright, Asst. Town Manager Finance, Randy Funk, Sherman & Howard) The respective engagement letters from each firm set forth the scope of their engagement, hourly rates and other matters c. Resolution No. 07-03, Series of 2007, A Resolution to approve a Cooperation Agreement between the Town of Avon, Colorado and the Avon Urban Renewal Authority (Scott Wright, Asst. Town Manager Finance, Randy Funk, Sherman & Howard) The cooperation agreement between the Avon Urban Renewal Authority and the Town of Avon sets forth several key financial and operating policies regarding the two entities d. Resolution No. 07-04, Series of 2007, A Resolution to designate a public place within the boundaries of the Authority where notices of meetings of the Authority's Board of Commissioners shall be posted (Scott Wright, Asst. Town Manager Finance, Randy Funk, Sherman & Howard) This resolution designates the public places whereby meeting notices will be posted during 2007; adopted annually at the first regularly scheduled Authority meeting of each calendar year 5. ADJOURNMENT AT 5:15 PM Avon Council Meeting. 07.08.28 Page 2 of 4