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SNID #2 - 88-2 RESOLUTION NO. SNID 12 - 88-2 A RESOLUTION OF TIlE BOARD OF DIRECTORS OF TIlE CITY OF KIAKI BEACH, PLORIDA, SAFE NEIGHBORHOOD IKPROVEMENT DISTRICT NO. 2 ADOPl'ING TIlE A'l"J.'ACHED AS TIlE BY-LAWS FOR SAFE NEIGHBORHOOD DlPROVEMENT DISTRICT NO.2. WHEREAS, the Board of Directors of the City of Miami Beach Safe Neighborhood Improvement District No. 2 appointed a committee of three of its members to draft By-Laws for the government of the District: and WHEREAS, said committee has drafted and approved the attached By-Laws: and WHEREAS, the Board of Directors believes that the attached By-Laws will provide necessary rules and regulations for the successful government of the District: and WHEREAS, pursuant to its contract with the State of Florida Department of Community Affairs, the Board of Directors of Safe Neighborhoods Improvement District No. 2 is required to adopt By- Laws prior to July 29, 1988. NOW THEREFORE, BE IT DULY RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF MIAMI BEACH SAFE NEIGHBORHOOD IMPROVEMENT DISTRICT NO. 2 THAT: the attached By-Laws are hereby adopted as the By- Laws for the City of Miami Beach Safe Neighborhood Improvement District No.2. PASSED and ADOPl'ED this 27th day of ATTEST: ~~~ SECRETARY AMW/SWS/rg fu~M APPROVED LEGAL DEPT. Bl?~ iI?~ Date r/~/tf6 BY-LAWS OP THB SAPB NBIGHBORHOOD DISTRICT NO.2 OP THB CITY OP MIAMI BEACH ARTICLE I - THE DISTRICT Section 1. Name. The official name of the District shall be "Miami Beach Safe Neighborhood Improvement District No.2." Section acres in District. 2. DescriDtion. The District includes approximately 280 an area comprised of the North Shore Commercial Section 3. General Powers. The District shall be governed by a Board of Directors, which may exercise all powers as provided by F.S. 163.514 and City of Miami Beach Ordinance No. 88-2607, unless proscribed by statute, ordinance or these by-laws. The powers of the District shall be vested in the members of the Board of Directors who reserve unto themselves the right to delegate by resolution such powers as appropriate,. within a suitable framework. Section 4. Members and Terms. There shall be seven (7) members of the Board of Directors o.f the- District, designated by the governing body of the City of Miami Beach (City Commission). Election as Commissioner of the City of Miami Beach will automatically designate the incumbent as a member of the Board of Directors of the District. Reference to the members as a whole shall be "Board of Directors": an individual member shall be referred to as "Commissioner". 'I,. Section 5. Office and Place of Meetina. The main office of the District sh~ll be at Miami _ Bea'ch ~i~y ;Hal~.=! .,Miam.i . ~ach, Florida or--sucn~other place a's may-be-desIgnated 'by the Board of Directors from time to time. Section 6. ComDensation. The Commissioners shall serve without compensation from the District and shall receive their actual and necessary expenses, including traveling expenses, incurred in the discharge of their duties. section 7. Seal. The seal of the District shall be the seal of the City of Miami Beach. ARTICLE II - OFFICERS Section 21. Reaular Officers. shall be a Chairman, Secretary the Board of. Directors. Regular officers of the District and Treasurer, as designated by Section 22. Additional Officers. The Board of Directors may, by resolution, appoint such additional officers, establishing such terms of office and defining such duties therefor as the District may determine necessary or desirable. 1 section 23. General Counsel. The Board of Directors shall enqaqe General Counsel for the District and deleqate to such Counsel such authority and responsibilities as the District deems necessary to provide the leqal services required by the District. Th!i! Board of Directors shall further enqaqe such consultants, experts and specialists as it may require to ful~y carry out the objectives of the District. section 24A. Chairman. The Chairman of the District shall be appointed by the Board of Directors. The term of office shall be such period as established by the Board of Directors not to exceed the period for which the commissioner has been elected. The Chairman shall: preside at all meetings of the Board of Directors; submit at each meetinq such information and recommendations to the District as considered proper concerninq the business, policies and affairs of the District; serve as Liaison between the Board of Directors and the Advisory Board; request advise on qeneral and/or specific issues from the Advisory board; except as otherwise authorized or directed by resolution of the Board of Directors, the Chairman shall siqn all contracts, deeds and other instruments executed by the District. In the absence of the Chairman, the Board of Directors may desiqnate an actinq Chairman. .- . ,....._. - _.~ Section 24B. Secretarv. The Secretary shall be appointed by, and serve at the pleasure of, the Board of Directors. The Secretary shall perform or be responsible for supervision of performance of the followinq functions: keepinq the records of the District; actinq as Secretary of the meetinqs, recordinq all votes and keepinq a journal of the proceedinqs of the District; keepinq in safe custody the seal of the District and have the power to affix such seal to all contracts and instruments authorized to be executed by the District and to all necessary certifications of records of official proceedinqs; maintaininq a record of all official proceedinqs of the City of Miami Beach, Dade County, and the State of Florida relevant to the District and to the Safe "Neiqhborhood proqram; all other duties as the Dis~~ict~~hall T determine and as~iqn. In the absence of the secretari- at a meetinq, a Commissioner shall be desiqnated to act as Secretary. Section 24C. Treasurer. The Treasurer shall be appointed by, and serve at the pleasure of, the Board of Directors, shall review the annual budqet prepared for the operations of the District, and shall see that the funds in the custody of the Board of Directors are manaqed in accordance with section 163.5151 of the Florida Statutes. section 25. Additional Duties. The officers of the District shall perform such other duties and functions as may from time to time be required by the Board of Directors or the by-laws or rules and requlations which may be adopted for the District. Section 26. Vacancies. Should the office of Chairman become vacant, the District shall elect an actinq successor from amonq its remaininq members of the Board of Directors to serve as such until the-qoverninq body has replaced said commissioner. Should any other office become vacant, the District 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. 2 - 1 section 27. Additional Personnel. The Dist~ict may from time to time appoint or employ such permanent and temporary agents, officers, counsel and employees as it deems necessary to exercise its powers, duties and functions as prescribed by statute, and de~ermine their qualifications, duties and compensation subject to statutory limitations and the availability of funds. Section 28. Fiscal Manaaement. Funds released through the State's Safe Neighborhoods Trust Fund shall be managed by the District as required by Section 163.5151 of the Florida Statutes. The funds of the District shall be maintained under a separate account, shall be used for purposes authorized by the Safe Neighborhoods Act, and shall be disbursed only by direction of or with approval of the Board of Directors pursuant to requisitions signed by the Chairman and countersigned by the Secretary. ARTICLE III - MEETINGS Section 31. Reaular Meetinas. The Board of Directors shall meet at the request of the Chairman whenever necessary to fulfill its requirements under the District's contract with the State Department of Community Affairs and to adequately accomplish the goals of the Safe Neighborhood program., These meetings shall be scheduled in conjunction with regularly scheduled meetings of the City of Miami Beach Commission, but at least once each calendar quarter. Section 32. SDecial Meetinas. Special meetings of the District may be called for any time and/or place by the Chairman or by a majority of the Board of Directors, by.delivering personally or by mail written notice to each Commissioner of the District, specifying the time and place of the Special meeting and the business to be transacted. No other business shall be considered at such meeting by the District. ~~c::tion 33. EmeraenCYMeetinC1s.~,--,Emer<<1en~y meetings of the -----nrstrict may be called--for- any'" tim~ and/or place by the Chairman or a majority of the Commissioners pf the District by personal or telephonic notice, specifying th8- time and place of the Emergency meeting and the business to be transacted. No other business shall be considered at such meeting. Section 34. Attendance. All District meetings shall be open to the public and be held in accordance with the provisions of Florida Statute 286.011. Fact finding sessions and administrative conferences where more than one Commissioner is present shall not be deemed a District meeting provided that the Commissioners present do not make a a final decision or a decision which can reasonably be construed to lead to a final District decision, nor discuss with each other their individual findings and conclusions. Section 35. Public Notice. Notice of Regular meetings shall be distributed by the City of Miami Beach's Office of Public Information to each local newspaper of general circulation and to each radio and television station having its opera~ing base in Dade County, Florida. Notice of Special meetings or a changed time or place tor Regular meetings shall be in writing and personally delivered or transmitted by mail to each local news media as described above, 3 1 I I , so that such notice is received at least 24 hours prior to the time set for such meeting. Notice shall likewise be posted on the bulletin board at Miami Beach city Hall. Notice of Emergency meetings shall be transmitted verbally, personally or telephonically in the most expeditious manner available under the circumstance in the judgment of the Chairman to such news media as described above. Notice shall be likewise be posted on the bulletin board at Miami Beach city Hall, if to do so will be feasible under the circumstances. Section 36. Recessed and Continued Meetinas. Where a meeting having been set and noticed under the provisions of these by-laws and during the course of said meeting is recessed to a time and place certain, there shall be no requirement for service of notice of the time and place of continuation of said meeting other than or in addition to the original meeting notice. Section 37. Ouorum. Four members of the Board of Directors of the District shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other official purposes. Section 38. Voting. Every official act of the District shall be adopted by a majority vote. A "majority vote" shall mean a majority of all members of the Board of Directors present when a quorum is available. Section 39. Parliamentarv Procedure. Robert's Rules of Order, Revised, shall govern all meetings of the District, except as otherwise herein provided. ARTICLE IV - ADVISORY BOARD Section 41. Purpose. According to City of Miami Beach Ordinance No. 88-2606, an Advisory Board to the District shall be formed for the purpose of counseling the Board of _Dj~e~Qrs as to the neegs and. planning requirements of the District. Section 42. ComDosition. The Advisory Board shall be appointed by the Board of Directors and composed of no fewer than nine members who shall be owners of real property located in the District, or residents of the District, or merChants/business persons with their primary places of business located within the District. The Board of Directors shall select a minimum of three Advisory Board members from each of the areas (South pointe, Architectural District and Lincoln Road) comprising the District; these members shall serve at the pleasure of the Board of Directors. Section 43. Functions and ResDonsibilities The members of the Advisory Board shall perform such duties as may be prescribed by the Board of Directors, and shall submit" within the time period specified by the Board of Directors, one or more reports on the District's proposed activities and a proposed budget to accomplish the District's Objectives. In formulating a plan for services or improvements, the Advisory Board. shall consult, in public session with the appropriate staff and consultants of the City of Miami Beach responsible for preparation of the District's plan. 4 section 44. Meetinas. The Advisory Board shall meet reqularly at least once every six (6) weeks, or"as specially requested by the Chairman of the Board of Directors. All public notice requirements, as set forth in section 35 above, shall be observed. ARTICLE V - AMENDMENT~ Section 51. Amendments to Bv-Laws. by the Board of Directors of the Special meetinq by majority vote, amendment to any particular section such meetinq. These By-Laws may be amended District at any Reqular or provided that the proposed is included in the notice of ADOPTED this b<7 day by the city of Miami Beach Safe ATTEST: f~~~ Secretary FORM APPRovtll LEGAL DEPT. p~~~ Date 7/u/B,. -, "'---- . '. ___ ___:::_ 7_ ~ .-::~=- - .- -, -- -~-_. ~i-='. BKS: . 5