Loading...
HomeMy WebLinkAbout2012.03.27 DPDA Meeting Packet ORDINANCE NO. C31 AN ORDINANCE of the City of Pasco, Washington, Creating the Downtown Pasco Development Authority; Approving a Charter Therefore and Initial Bylaws for the Conduct of its Affairs; and Establishing and Providing for the Appointment of Board of Directors WHEREAS,the City Council of the City of Pasco, Washington, has recognized that a strong and vibrant downtown City core is essential to provide for the economic stability of the community and the source of services to provide for its citizens. As a result, the City Council has established as a goal, identification and establishment of the most effective organizational structure for revitalizing the downtown area; and WHEREAS, the legislature of the State of Washington has authorized cities to create public corporations under RCW 35.21.730 through RCW 31.21.755 to meet these types of goals;and WHEREAS, the City Council has determined that such an Authority would provide the best organizational structure for revitalizing the City's downtown area;NOW,THEREFORE, THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON, DO HEREBY ORDAIN AS FOLLOWS: Section 1. Authority Created. As authorized by RCW 35.21.730 through RCW 35.21.755,a public authority with powers and limitations as set forth in State law and the charter approved hereby, is hereby created to administer and execute Federal grants or programs; to receive and administer private funds,goods or services for any lawful public service;and to perform any lawful public purpose or public function to provide for the revitalization and enhancement of the downtown Pasco area as defined below. Lawful public purposes or public functions shall include, but are not limited to improving the administration of authorized Federal grants or programs; State programs, including the "Main Street" program,developing a revitalization plan; and to assist and promote the implementation of such plan, and such other purposes and functions as may be delegated by the City. Section 2. City Liability Limited. This Authority is an independent legal entity exclusively responsible for its own debts, obligations and liabilities. All liabilities incurred by the Authority shall be satisfied exclusively from the assets and properties of the Authority, and no creditor or other person shall have the right or cause or action against the City creating the Authority on account of any debts, obligations,or liabilities of the Authority. Section 3. Name. The name of the Public Authority shall be the Downtown Pasco Development Authority. The Authority shall have the option of securing names or trade names unique to specific activities or efforts. Section 4. Authority Boundaries. The boundaries of the Downtown Pasco Development Authority are designated on Exhibit A, attached hereto and incorporated herein by reference. The purposes of functions of the Downtown Pasco Development Authority shall be primarily addressed to the revitalization and improvement, and operation of programs and facilities within that territory designated on Exhibit A subject to expansion of such boundaries by the City Council. Section 5. Definitions. As used herein, the term: Ordinance Creating the Downtown Pasco Development Authority- 1 A. "Board of Directors" or"Board" means the governing body vested with the management of the affairs of the Downtown Pasco Development Authority. B. "Bylaws" means the rules adopted for the regulation or management of the affairs of the Downtown Pasco Development Authority adopted by this Ordinance and all subsequent amendments thereto. C. "Charter" means the articles of organization of the Downtown Pasco Development Authority adopted by this Ordinance and all subsequent amendments thereto. D. "City"means the City of Pasco, Washington. E. "City Clerk"means the clerk of the City of Pasco, Washington, or the clerk's designee or successor official performing such duties of the clerk as defined by law. F. "City Council"means the City Council of the City of Pasco, Washington. G. "Manager"means the City Manager of the City of Pasco,Washington. H. "Mayor"means the Mayor of the City of Pasco, Washington. I. "Public Authority" or "Authority" or "Public Development Authority" means the Downtown Pasco Development Authority created under this Ordinance. Section 6. Powers - - Generally. Except as otherwise limited by the Washington State Constitution, laws of the State of Washington, this Ordinance, or the charter approved thereby, the Downtown Pasco Development Authority shall have and may exercise all lawful powers necessary or convenient to effect the purposes for which the Authority is organized, and to perform authorized corporate functions, including,but not limited to the power to: A. Own and sell real and personal properties. B. Contract for any corporate purpose with the United States, the State of Washington, and any political subdivision or agency of either, and with individuals, associations and private business entities. C. Sue and be sued in its name and capacity. D. Lend and borrow funds. E. Perform all manner and type of community services and activities as permitted by law. F. Provide and implement such municipal and community services and functions as the City Council, may by Ordinance,direct. G. Receive and administer Federal or private funds, goods or services to fill the purposes of the Authority. H. Recommend to the City Council public improvements and expenditures in the Authority area. Ordinance Creating the Downtown Pasco Development Authority- 2 1. Initiate, carry out, and complete such programs and improvements consistent with the charter, revitalization plan,and authorization by the City Council. Section 7. Charter. The charter of the Downtown Pasco Development Authority, as attached as Exhibit B to this Ordinance, is hereby approved establishing the purposes, powers and rules for the conduct of the business of the Authority. The charter may only be amended by City Ordinance adopted at, or after a public hearing held after notice to the Authority and the Board of Directors affording a reasonable opportunity to be heard to present testimony. Section 8. Effect of Issuance of Charter. The Downtown Pasco Development Authority shall commence its existence upon the effective date of this Ordinance, and shall commence doing business according to the terms of this charter and bylaws upon the appointment of the initial Board of Directors and its organizational meeting. Section 9. Bylaws. The initial bylaws of the Downtown Pasco Development Authority as attached as Exhibit C to this Ordinance incorporated herein by reference, are hereby approved for use and implementation by the Authority. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors of the Authority except as may be in conflict with State law, or the charter. The bylaws shall be consistent with the charter. In the event of a conflict between the bylaws and this Ordinance or the charter,this Ordinance or the charter, as the case may be, shall control. Section 10. Board of Directors. The Board of Directors shall consist of nine (9) Directors established to govern the affairs of the Authority. The Directors shall be appointed and serve their terms as provided in the charter. Members of the Board shall be appointed by the Mayor of the City of Pasco subject to confirmation by the Pasco City Council. All corporate powers of the Authority shall be exercised by or under the direction of the Board of Directors; and the business, property and affairs of the Authority shall be managed under the supervision of the Board of Directors, except as may be otherwise provided by law or in the charter. Section 11. Organizational Meeting. Upon appointment and confirmation of the initial Board of Directors, an organizational meeting of the Board shall be called upon ten (10) days advanced written notice to each Director unless such notice is waived in writing at the initial meeting. At such meeting, the Board shall organize itself, appoint officers, and conduct its business consistent with the terms of the charter and bylaws. Section 12. Ouorum. At all meetings of the Board of Directors, not less than five Directors shall constitute a quorum. Section 13. Dissolution. A. If the City Council by majority votes makes an affirmative finding that dissolution is warranted for any reason, the existence of the Downtown Pasco Development Authority may be terminated by Ordinance of the City Council adopted at or after a public hearing, held with notice to the Directors of the Authority and affording them a reasonable opportunity to be heard and present testimony. Dissolution shall be accomplished as provided in the charter, and shall not take effect until proper provision has been made for the disposition of all Authority assets. B. Upon dissolution of the Authority or the winding up of its affairs, title to all remaining assets or property of the Authority shall vest in the City of Pasco unless the City Council or trustee, if appointed, or a Court having jurisdiction, has provided for the transfer of any Authority rights, assets, or Ordinance Creating the Downtown Pasco Development Authority - 3 property to a qualified entity or entities which will fulfill the purposes for which the Authority was created. Section 14. Ancillary Authority. The City Manager is granted all such power and authority as reasonably necessary or convenient to administer the implementation of this Ordinance, and to perform the duties imposed in this Ordinance or the Authority charter. Section 15. Construction. This Ordinance shall be liberally construed so as to effectuate its purposes and the purposes authorized by law. Section 16. Severability. If any one or more sections, subsections, or sentences of this Ordinance are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this Ordinance and the same shall remain in full force and effect. Section 17. Effective Date. This Ordinance shall take full force and effect on the 3rd day of January, 2011. PASSED by the City Council of the City of Pasco, Washington,and approved as provided by law this 20`h day of December, 2010. c k s'2 Matt Watkins Mayor ATTEST: APPROVED AS TO FORM: Dcbbie Clark Leland B. Ken City Clerk City Attorney Ordinance Creating the Downtown Pasco Development Authority-4 HEN W J iJ_LLJ W�LLI Ffl= j ANKLIN t S� w,b IN COURTHT MPRGPR� ' MULTI-MOD ,Y ST PATR MARGARET ST MONTESW L PARK ST VOLUNTEER N`XoNSC W E FTh i i i i w w � , N�XpNS� Q Q —HASSALO ST z z z F� Q� o NIXON ST F � � � � � � � � � 1._I I _I-_I I I I ! I LW!! I ! SYLVESTER MINE TTY 1010♦ I�L1 SYLVESTER ST PARK 1010♦ - ` S� ✓ 10 10♦♦♦♦♦�', � 1010 - P 1010♦1010 OO -• " � _N s� 1010♦♦ \��\ sNO 101010 .� . 1010♦ \\\\\ \ \\� 20 '`````m LONGFELLO m\ ELEMENTA' 101010♦ G A TA EMORIAL ♦1010 G� Z m\ �`` \ \\� "II \\ 10♦10 . m �����\� _LEST =w=w r10♦♦♦ TS � SN1AS5� to AV i� � s m 999 � � ♦10 m "A"ST Hu'IOhl ■o w •R , _Legend PM Q M EE� City of Pasco r.3 Public Development Authority �� R-1 LOW DENSITY RESIDENTIAL "O"OFFICE NO Schools R-2 MEDIUM DENSITY RESIDENTIAL C-1 RETAIL BUSINESS Public Development Parks R-3 MEDIUM DENSITY RESIDENTIAL \ � C-2 CENTRAL BUSINESS Authority NO Civic Centers R-4 HIGH DENSITY RESIDENTIAL C-3 GENERAL BUSINESS 1-1 LIGHT INDUSTRIAL EXHIBIT B CHARTER OF THE DOWNTOWN PASCO DEVELOPMENT AUTHORITY ARTICLE I The Name and Seal Section 1.1 — Name. The name of this Authority shall be the Downtown Pasco Development Authority hereinafter as referred to as"Authority"or"DPDA". ARTICLE II Authority and Limit on Liability Section 2.1 — Authority. The Authority is a public authority organized pursuant to RCW 35.21.730 through 757,as amended and Ordinance 3 9 25 of the City of Pasco,Washington. Section 2.2 — Limit on Liability. The Authority in all activities and transactions shall be limited in the following respects: a. The Authority shall have no power of eminent domain nor any power to levy taxes or special assessments, b. The Authority may not incur or create any liability that permits recourse by any party or member of the public to any assets, services, resources or credit of the City of Pasco. All liabilities incurred by the Authority shall be satisfied exclusively from the assets and credit of the Authority; no creditor or other person shall have any recourse to the assets, credit or services of the City on account of any debts, obligations, liabilities, acts or omissions of the Authority. ARTICLE III Duration The duration of the Authority shall be perpetual except as provided in the enacting ordinance. ARTICLE IV Purpose The purpose of the Authority is to provide an independent legal entity to undertake, assist with, implement and otherwise facilitate and provide for the revitalization of the Pasco downtown; facilitate and increase private investment in the downtown area; increase economic vitality of the Pasco downtown; eliminate blight and create jobs; and enter into agreements with cultural, public, other not-for-profit entities, and/or private firms for programs or projects consistent with this charter and the Operating Agreement with the City of Pasco,and as authorized by state statute. ARTICLE V Powers Section 5.1 — Powers. The Authority shall have and exercise all lawful powers conferred to it through state laws, the enacting ordinance, this Charter and its bylaws and the Operating Agreement between the Authority and the City of Pasco. The Authority in all activities and transactions shall be subject to the powers, procedures and limitations contained in the enacting ordinance. The Authority may execute contracts and other instruments with public, non-profit and/or private entities; buy, lease or otherwise acquire real property; hold, clear or improve real property; borrow money and accept grants to carry out Downtown improvements; provide loans, grants, or other assistance to property owners or tenants and provide financial or technical assistance for job creation or retention. The Authority may enter into lease agreements with the City for City - owned properties and generally seek to improve the revenue generation,attendance and economic productivity of those properties. Section 5.2 —Indemnification. To the extent permitted by law, the Authority shall protect, defend, hold harmless and indemnify any person who becomes a board member, officer, employee or agent of the Authority, and who is a party or threatened to be made a party to a proceeding by reason related to that person's conduct as a board member, officer, employee or agent of the Authority, against judgments, fines, penalties, settlements, and reasonable expenses(including attorney's fees) incurred by him or her in connection with such proceeding, if such person acted in good faith and reasonably believed his or her conduct to be in the Authority's best interests and if, in the case of any criminal proceedings, he or she had no reasonable cause to believe his or her conduct was unlawful. The indemnification and protection provided herein shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract or by vote of the Board of the Authority. The Authority may purchase and maintain appropriate insurance for any person to the extent provided by the applicable law. ARTICLE VI Board Section 6.1 —Board Composition. The Board of the Authority shall be composed of nine members. The mayor of Pasco shall appoint all Board members subject to confirmation by the Pasco City Council. Five Board members shall be representative of for-profit business or property owners within the downtown area. At least two members of the Board shall be representative of the banking and/or real estate profession and at least two Board members shall be representative of business or corporate management. The Board shall provide for agency liaisons to establish and maintain constructive working relationships and to seek input regarding potential suitable Board candidates. The Board anticipates that organizations such as Columbia Basin College,Pasco Chamber of Commerce and the Tri Cities Hispanic Chamber may appoint such liaisons and be available to the Board for consultation but shall not have voting privileges. Section 6.2 — Terms of Office. The terms of office of the initially appointed Board members shall commence on the effective date of this charter and be staggered as follows: a. Group 1.Four members for two year terms; b. Group 2.Three members for three year terms; and c. Group 3.Two members for four year terms. Thereafter,each member shall be appointed to serve four year terms. Section 6.3 — Board Concurrence and Quorum defined. `Board concurrence" as used in this article, may be obtained at any regular or special Board meeting by an affirmative vote of a majority of Board members voting on the issue,provided that such majority equals not less than five votes. A quorum to commence a Board meeting shall be no fewer than five members. Section 6.4 — Officers and Division of Duties. The Authority shall have three or more officers. The initial officers of the Authority shall be the President, Secretary-Treasurer and Executive Director. The same person shall not occupy both the office of President and any office responsible for the custody of funds and maintenance of accounts and finances. The President shall be the agent of the Authority for service of process; the Bylaws may designate additional corporate officials as agents to receive or initiate process. The Executive Director shall be the chief administrative staff person to the Board of the Authority. The Authority may contract with the City of Pasco for a mutually agreed designee to serve as its Executive Director. Subject to supervision by the Board of the Authority, the Executive Director shall have primary responsibility for all matters involving day-today operations of the Authority and shall make recommendations to the Board of the Authority on practices, policies and programs of the Authority. He or she shall have such powers and perform such duties as may be prescribed from time to time by the Board and he or she shall be entitled to notices of all meetings of the Board of the Authority but shall not be entitled to be present during any discussions relating to his or her employment or performance.The Board shall oversee the activities of the corporate officers, establish and/or implement policy, participate in corporate activity in matters prescribed by City ordinance, and shall have stewardship for management and determination of all corporate affairs. Section 6.5—Board Officer Election and Term of Office. Board officers shall be elected by the Board at the first regular meeting of each year, for a one-year term, and each elected officer shall hold office during said one-year term and until his or her successor is elected. The first elected officers of the Board shall be elected by the Board at its organizational meeting or as soon as practicable following the Board's creation of such elected office. Section 6.6 —Executive Committee. The bylaws may provide for an executive committee, which shall be appointed and/or removed by the Board, and shall have and exercise such authority of the Board in the management between meetings of the Board as may be specified in the bylaws. Section 6.7—Committees.The appointment of other committees shall be provided in the bylaws. Section 6.8 — Removal of the Board Members. In addition to termination or dissolution of the Authority, if it is determined for any reason that any or all the Board members should be removed with or without cause after appointment by the mayor and confirmation by the City Council, the City Council may by resolution remove any or all Board members. A vacancy or vacancies of the Board of the Authority shall be deemed to exist in case of death, disability, resignation, removal, or forfeiture of membership. Vacancies on the Board shall be filled by appointment in the same manner in which members of the Board are regularly appointed. Any person selected to fill a vacancy on the Board shall serve the balance of the term of the person being replaced. ARTICLE V11 Meetings Section 7.1 -Board Meetings. The Board shall meet as necessary but not less than once each quarter per calendar year. Special meetings of the Board may be called as provided in the bylaws. Section 7.2—Open Public Meetings. Notice of the meeting shall be given to the extent required by law in a manner consistent with the Open Public Meetings Act, Chapter 42.30 RCW. At such meeting any citizen shall have a reasonable opportunity to address the Board orally or in writing. Section 7.3—Parliamentary Authority.The rules of Robert's Rules of Order(revised) shall govern the Authority in all cases to which they are applicable, where they are not inconsistent with the Charter or with the special Hiles of the Authority as set forward in the Bylaws. Section 7.4 — Minutes. Copies of the minutes of all regular or special meetings of the Board shall be available to any person or organization that requests them as required by state law; minutes with respect to closed executive sessions need not be made available. The minutes of all Board meetings shall include a record of individual votes on all matters requiring Board approval. ARTICLE VIII Bylaws The initial Bylaws may be amended by the Board to provide additional or different rules governing the Authority and its activities as long as those are not inconsistent with this charter or with the enacting ordinance. The Board may provide in the Bylaws for all matters of governance of the Authority. ARTICLE IX Amendment to Charter and Bylaws Section 9.1 — Proposal to amend charter and bylaws. Any Board member may introduce a proposed amendment to the Charter or to the Bylaws at any regular meeting or any special meeting of which ten days advance notice has been given to members of the Board. The notice shall include the text of the proposed amendment and a statement to its purpose and effect. Section 9.2 — City Council approval of proposed Charter Amendments. Proposed Charter Amendments adopted by the Board shall be submitted to the City Council for approval. The Authority's Charter may be amended only by ordinance. Section 10 — Commencement. The Authority shall commence its existence upon the issuance of its Charter as sealed and attested by the City Clerk and the holding of the initial Board meeting. Section 11 —Dissolution.Dissolution of the Authority shall be in the form and manner required by state law, City ordinance and Operating Agreement, and the bylaws of the Authority. Upon dissolution of the Authority and the disposition of its affairs, title to all remaining property or assets of the Authority shall vest in the City of Pasco for use for public purposes. Section 12. Approval of Charter. This original charter of the Authority is approved by Ordinance adopted by the City of Pasco on Certificate.I, the undersigned,City Clerk of the City of Pasco,Washington(City)do hereby certify that this Charter of the Downtown Pasco Development Authority is a true and correct original of such charter as authorized by Ordinance_31 g S of the City. witness whereof, I have hereunto set my hand and affixed the official seal of the City this W day of ( 2010 '% ( City Clerk of the City of Pasco,Washington REFERENCES City of Pasco Ordinance RCW Chapter 42.30, Open Public Meetings Act RCW Chapter 35.21.730 - 755 Public Corporations ATTEST: � A �"4jav A 0 t' City Clerk of the City of Pasco, Washington EXHIBIT C CITY OF PASCO DOWNTOWN PASCO DEVELOPMENT AUTHORITY BY-LAWS We, THE MEMBERS OF THE DOWNTOWN PASCO DEVELOPMENT AUTHORITY of the City of Pasco, State of Washington, do hereby adopt and declare the following bylaws: NAME—The official name shall be the Downtown Pasco Development Authority (DPDA). POWERS AND DUTIES—The major responsibilities of the DPDA shall include: • Review of City plans and policies. The DPDA shall review existing and evolving City land use and capital improvement plans and policies affecting the Downtown Area. • Financing Strategy. In collaboration with City staff and/or other professionals, the DPDA will develop a comprehensive inventory of public and private capital and development financing tools and incentives that may be available to support its efforts. These should include tax credits or other incentives and identification of infrastructure and other public capital investments that may be necessary to support private redevelopment projects. The DPDA shall coordinate with the City in establishing realistic costs for such projects and understanding how such projects may align with existing City infrastructure and capital improvement plans and priorities. • Marketing. The DPDA shall develop a strategy to identify and promote the Downtown Area including the opportunities associated with the Farmer's Market and Specialty Kitchen. Such a marketing strategy shall include but not be limited to web based strategies, information and promotional brochures and videos. • Facade Improvement Program. The DPDA shall provide information, applications and professional assistance to Downtown Area property owners wishing to participate in an approved and funded Community Development Block Grant fagade program. • Business Meetings. The DPDA shall conduct at least two business meetings annually for Downtown Area merchants and property owners. Additional meetings may be conducted as determined by the Board. • Promotional Events. The DPDA may conduct or implement promotional or special events that contribute to the success of the Downtown Area or otherwise advance the goals of the DPDA. MEMBERS. The Board of the DPDA shall be composed of nine members. The mayor of Pasco shall appoint all board members subject to confirmation by the Pasco City Council. Five board members shall be representative of for-profit business or property owners within the downtown area. At least two members of the board shall be representative of the banking and/or real estate profession and at least two board members shall be representative of business or corporate management. The Board shall provide for agency liaisons to establish and maintain a constructive relationship. The Board anticipates that Columbia Basin College, Pasco Chamber of Commerce, Tri Cities Hispanic Chamber and the City of Pasco will appoint such liaisons and be available to the Board for consultation but shall not have voting privileges. The terms of office of the initially appointed Board members shall commence on the effective date of this charter and be staggered as follows: a. Group 1. Four members for two year terms; b. Group 2. Three members for three year terms; and c. Group 3. Two members for four year terms. Thereafter, each member shall be appointed to serve four year terms. MEETINGS. All meetings shall be held at the Pasco City Hall unless otherwise directed by the Chair. The Board shall meet as necessary, but not less than once each quarter per calendar year. A meeting may be cancelled if no issues over which the Board has jurisdiction are pending upon its calendar. Additional special meetings may be scheduled as directed by the Chair. All regularly scheduled meetings of the Board shall be open to the public and otherwise conform to the State of Washington's Open Public Meetings Act. The Board shall follow parliamentary procedures during all discussions, deliberations and voting. ELECTION OF OFFICERS. The officers of the Board shall consist of a Chair, Vice-Chair, and Secretary and other officers as the Board may, by majority vote, approve and appoint. The officers shall serve for a one year period or until their successors are elected, provided, however, that any officer may be removed at any time by vote of a majority of the Board entered on record. The election of officers shall take place once each biennium at the first regular meeting of the calendar year. CHAIR. The Chair shall preside over the meetings of the Board and may exercise all the powers usually incident to the office retaining, however, to himself/herself as a member of the Board, the full right to have his/her own vote recorded in all deliberations of the Board. The Chair shall have full power to create standing or temporary committees of one or more members, charged with such duties, as the Board will determine. No standing or temporary committee shall have the power to commit the Board to the endorsement of any plan, program or action without its submission to the entire body of the Board. VICE-CHAIR. The Vice-Chair shall, in the absence of the Chair from any meetings, perform all the duties incumbent upon the Chair. When both the Chair and Vice-Chair are absent, the members present may elect for the meeting a temporary chair who shall have full powers of the Chair during the absence of the Chair and Vice-Chair. SECRETARY. The Secretary may be a member of the Board or otherwise as the Board may determine. The Secretary shall keep a record of all meetings of the Board and of its committees when requested to do so, and these records shall remain the property of the Board and be retained at such office as the Board may direct. In the absence of the Secretary from any meeting, a Secretary pro-tem shall be appointed. In such case where the Secretary is a DPDA Employee, appointed by the DPDA as the designated representative to the Board, said Employee shall be ex officio in nature, and shall not have voting privileges. QUORUM. Five members of the DPDA Board shall constitute a quorum for the transaction of business. The concurring vote of a majority of the members present - but not less than five votes - shall be required for any action taken. Where a majority vote is not forthcoming the matter shall be considered as being denied unless the Board takes further action. ATTENDANCE OF MEMBERS. Attendance at regular and special meetings of the Board is expected. Any member anticipating an absence from an official meeting should notify the Chairperson or Secretary in advance. Failure to notify the Chairperson or Secretary of an anticipated absence shall be regarded as an unexcused absence. Board members may be removed from their appointment if they have two or more unexcused absences in any calendar year. CONFLICT OF INTEREST/APPEARANCE OF FAIRNESS. Any member of the Board who has an interest or a potential conflict of interest related to any matter before the Board shall so publicly indicate, shall step down, and shall abstain from all proceedings, deliberations and voting on the matter. If of a minor nature, the member may step down and address the Board as any other citizen in accordance with the Appearance of Fairness Doctrine and State Law. MOTIONS AND VOTING. Motions shall be restated by the Chairperson before a vote is taken. In the event of a tie vote - the Board has not taken an action. Proxy votes of members shall not be allowed. Any action taken by a majority of those Board members present, when those present constitute a quorum, shall be deemed and taken as the action of the Board. AMENDMENTS. Any Board member may introduce a proposed amendment to the Bylaws at any regular meeting or any special meeting of which ten days advance notice has been given to members of the Board. The notice shall include the text of the proposed amendment and a statement to its purpose and effect. Amendment must occur at a regular or special meeting by the affirmative vote of two thirds of the members of the Board.