By-Laws & Governance

CITY OF DAVISON DOWNTOWN DEVELOPMENT AUTHORITY BY-LAWS Section 1.0 PURPOSE Mission. The City of Davison Downtown Development Authority (DDA) is to be a leader in helping to fulfill the City of Davison Master Plan; through planning, funding, and development of projects within the DDA District which promote, encourage and contribute to the overall economic growth and development of the community. Objective. The Downtown Development Authority will develop long-range plans in cooperation with all appropriate boards/commissions/authorities under the Master Plan. Section 2.0 AUTHORITY The City of Davison Downtown Development Authority (hereinafter referred to as the Authority) adopts these rules pursuant to Act 57 197 of Public Acts of Michigan 2018 1975, as amended (“Act 57197”), and Act 267 of Public Acts of Michigan 1976, as amended, the Open Meetings Act. Section 3.0 BOARD OF DIRECTORS Leadership. The business and property of the Authority shall be managed and directed by the Board of Directors, consisting of all the members of who shall serve terms as provided in the ordinance creating the Authority. Appointment. The Authority shall be under the supervision and control of a Board consisting of the Chief Executive Officer of the municipality and not less than eight (8) members. Members shall be appointed by the Chief Executive Officer of the municipality, subject to approval by the governing body of the municipality. Not less than a majority of the members shall be persons having an interest in property located in the downtown district or officers, members, trustees, principals, or employees of a legal entity having an interest in property located in the downtown district. Not less than one (1) of the members shall be a resident of the downtown district, if the downtown district has 100 or more persons residing within it. Of the members first appointed, an equal number of the members, as near as practicable, shall be appointed for 1 year, 2 years, 3 years, and 4 years. A member shall hold office until the member’s successor is appointed. Thereafter, each member shall serve for a term of four (4) years. Terms shall expire on December 31st. An appointment to fill a vacancy shall be made by the Chief Executive Officer of the municipality for the unexpired term only. Members of the Board shall serve without compensation, but shall be reimbursed for actual and necessary expenses. Removal of Members. Pursuant to notice and an opportunity to be heard, a member of the Authority may be removed for a cause by the Davison City Council. Such removal of a member is subject to review by the Circuit Court. A vacancy shall be deemed to exist when any such member dies, resigns, is removed from office, is convicted of a felony or of misconduct in office under this agreement, is judicially declared to be mentally incompetent. Any member of the Downtown Development Authority (DDA) Board who is absent from four (4) consecutive regular meetings, or whose total absences exceed twenty-five percent (25%) of the regularly scheduled meetings within a calendar year, shall be subject to attendance review. Upon reaching either threshold, the member shall be referred to a review board or appropriate governing body designated by the DDA. The purpose of the review shall be to evaluate the member’s ability to fulfill their duties and determine whether any action, including but not limited to recommendation for removal, is warranted. The member shall be notified in writing of the review and provided an opportunity to respond prior to any final determination. or misses either four (4) regular consecutive DDA meetings or twenty-five (25) percent of all DDA meetings in any calendar year. City staff DDA Director shall be responsible to maintain the record of absences, and shall notify the DDA immediately when a vacancy due to absences has occurred. Section 4.0 OFFICERS 4.1 Officer Selection. At the first regular meeting in each calendar year, the Downtown Development Authority shall elect from its membership a chairperson, vice-chairperson, treasurer and secretary for a one (1) year term or any part thereof as may be determined, and until a successor is designated. No term of office created under this section shall extend beyond the term of the member designated. All officers shall be eligible for re-election. 4.2 Tenure. The chairperson, vice-chairperson, treasurer and secretary shall take office immediately following their election and shall hold office for a term of one year or until their successors are selected and assume office. Duties. The chairperson shall preside at all meetings; appoint committees subject to Authority approval; and perform such other duties as may be ordered by the Authority. The vice-chairperson shall act in the capacity of chairperson in the absence of the chairperson; and in the event the office of the chairperson becomes vacant, the vice-chairperson shall succeed to this office for the unexpired term and the Authority shall select a successor to the office of vice-chairperson for the unexpired term. The treasurer shall approve, along with the chair and/or vice chair, all vouchers for the expenditures of funds of the Authority. All vouchers require two signatures. The City Treasurer or designated representative shall keep the financial records of the Authority. The City Treasurer or designee shall prepare and submit for the approval of the Authority a budget for the operation of the Authority for the ensuing fiscal year. The fiscal year of the Authority shall begin on July 1 of each year and end on the next succeeding June 30. The budget shall be prepared in the manner and contain the information required for municipal departments. The adopted budget shall be approved by the governing body of the municipality. The Authority shall cause an annual audit of its business to be made and the result thereof shall be submitted to the governing body of the municipality. The secretary shall act as a correspondence secretary, with a recording secretary provided by the municipality. The recording secretary shall be responsible for the preparation of minutes, keeping of pertinent public records, delivering communications, petitions, reports and related items of business of the Authority, issuing notices of public hearings and performing related administrative duties to assure efficient and informed Authority operations. In the event the recording secretary is absent, the Authority Secretary shall act as recording secretary. In the event both secretaries are absent, the Chairperson or acting chairperson shall appoint a temporary secretary for such a meeting. 4.4 Director. The Board may employ and fix the compensation of a Director, subject to the approval of the governing body of the municipality. The Director shall serve at the pleasure of the Board. A member of the board is not eligible to hold the position of the director. Before entering upon the duties of his office, the director shall take and subscribe to the constitutional oath, and furnish bond, by posting a bond in the penal sum determined in the ordinance establishing the authority payable to the authority for use and benefit of the authority, approved by the board, and filed with the municipal clerk. The premium on the bond shall be deemed an operating expense of the Authority, payable from funds available to the authority for expenses of operation. The director shall be the chief executive officer of the authority. Subject to the approval of the board, the director shall supervise, and be responsible for, the preparation of plans and the performance of the functions of the Authority in the manner authorized by this Act. The director shall attend the meetings of the board, and shall render to the board and to the governing body of the municipality a regular report covering the activities and financial condition of the authority. If Of the Director is absent or disabled, the board may designate a qualified person as acting director to perform the duties of the office. Before entering upon the duties of his office, the Acting Director shall take and subscribe to the oath, and furnish bond, as required of the Director. The Director shall furnish the board with information or reports governing the operation of the authority as the board requires. Committee Structures. The Board Chair shall recommend and approved by the Board the Organization, Design, Economic Restructuring, and Promotions committee members. Committees shall have three members with a DDA member as the chair of each committee. The committees shall be appointed every year in January. All committee members are eligible for reappointment. All committees shall take minutes, and comply with the Open Meetings Act. Organization Committee: Budget Analysis and Recommendations Establishes consensus and cooperation by building partnerships among the various groups that have a stake in the commercial district. Through volunteer recruitment and collaboration with partners representing a broad cross section of the community, the program can incorporate a wide range of perspectives into its efforts. Assist with integration of Community Groups, Chambers of Commerce, Merchant Associations Special Assignments from the Chairperson as they arise Feasibility Studies Design Committee: Design means getting the district into top physical shape and creating a safe, inviting environment for shoppers, workers, and visitors. It takes advantage of the visual opportunities inherent in a commercial district by directing attention to all of its physical elements; public and private buildings, storefronts, signs, public spaces, parking areas, street furniture, public art, landscaping, merchandising, window displays and promotional materials. An appealing atmosphere, created through attention to all of these visual elements, conveys a positive message about the commercial district and what it has to offer. Design activities include improving the physical appearance of the district, quality maintenance practices, historic building rehabilitation and adaptive use, and design review processes. Economic Vitality Committee: Economic vitality strengthens existing economic assets while diversifying its economic base of the district. The goal is to build a strong commercial district that creates a supportive environment for small businesses, entrepreneurs, and consumers. Activities include analyzing current market forces, supporting and expanding existing businesses while recruiting new businesses, supporting housing options, developing infill space, and converting unused or underused commercial space into economically productive property. Promotions Committee: Promotions creates a positive image that will rekindle community pride and improve community pride and encourage commercial activity and investment. Advertising, retail promotions, special events, and marketing campaigns help sell the image and promise of Main Street to the community and surrounding region. Promotions communicate the commercial district’s unique characteristics, business establishments, and activities to shoppers, investors, potential business and property owners and visitors. Promotions activities include social media campaigns, festivals, parades, and retail or other special events. Section 5.0 MEETING 5.1 Meeting Notices. All meetings shall be posted at the City Hall according to the Open Meeting Act. The notices shall include the date, time and place of the meeting. Regular Meetings. Meetings of the Authority shall be held monthly. Said meetings to be held on the third Wednesday of every month at 6:00 P.M. on the date and time as approved by resolution of the Board in the City Hall or other announced site. The dates and times shall be posted at the City Hall. Any changes in the date, time or place of the regular meetings shall be posted and noticed in the same manner as originally established. When the regular meeting day falls on a legal holiday, the Authority shall select a suitable alternate day in the same month, in accordance with the Open Meeting Act. 5.3 Special Meetings. Special meetings shall be called at the request of the Chairperson, or upon written request to the secretary by any two members of the Authority. Public Notice of the time, date, and place of the special meeting shall be given in a manner as required by the Open Meetings Act, and the Secretary shall send written notice of a special meeting to the Authority members not less than 48 hours in advance of the meeting. 5.4 Public. All regular and special meetings, hearing, records and accounts shall be open to the public in accordance with the Freedom of Information Act, P.A. 443 of 1976 (MCLA 15.231 et seq.). 5.5 Quorum. In order for the Authority to conduct business or take any official action, a quorum consisting of the majority of the voting members of the Authority shall be present. When a quorum is not present, no official action, except for closing of the meeting, may take place. The members of the Authority may discuss matters of interest, but can take no action until the next regular or special meeting. All public meetings without a quorum shall be scheduled for the next regular or special meeting and no additional public notice is required provided the date, time and place is announced at the meeting. 5.6 Hearings (Public). Public hearings shall be scheduled and due notice given in accordance with the Open Meetings Act, Public Act 267 of 1976 and Public Act 57 197 of 20181975. Public hearings conducted by the Authority shall be run in an orderly and timely fashion. The Authority may adopt a specific format. 5.7 Motions. The chairperson shall restate motions before a vote is taken. The name of the maker and supporter of the motion shall be recorded. 5.8 Voting. An affirmative vote of the majority of the Authority shall be required for the approval of any requested action or motion placed before the Authority. Voting shall ordinarily be voice vote; provided however that a roll call vote shall be required if requested by any Authority member or directed by the Chairperson. All members of the Authority including the chairperson shall vote on all matters, but the Chairperson shall vote last. Any member may be excused or abstain from voting only if that person has a bonafide conflict of interest as recognized by the majority of the remaining members of the Authority. Any member abstaining from a vote shall state their reason for abstaining and shall not participate in the discussion of that item. 5.9 Order of Business: Agenda. A written agenda for all regular and special meetings shall be prepared as follows. The recommended order of business may be: Call to Order Roll Call Approval of Agenda Any General Public Comments on any Items not on the Agenda Public Comments and Communications Concerning Items on the Agenda Approval of Minutes Approval of Consent Agenda Bills for Payment Treasurer’s Report Public Comments and Communications Concerning Items on the Agenda Public Hearings Explanation of Public Hearing/Presentation by Staff Open hearing to public comment Close hearing to public comment Discussion and Questions by Downtown Development Authority members Close public hearing Decision City Manager’s Report Unfinished Business New Business Committee and special reports. Any other Business/on-going business Any General Public Comments on any Items not on the Agenda Announcements Adjournment 5.10 Authority Action. Action by the Authority on any matter on which a hearing is held shall not be taken until the hearing has been concluded, and sufficient time has been given to discuss everything pertinent to any action. 5.11 Parliamentary Procedure. Roberts Rules of Parliamentary Procedure (latest edition) shall guide the deliberations of the Authority unless suspended or modified by a majority vote of the Authority. Section 6.0 MINUTES The Secretary or recording secretary of the Authority shall prepare Authority minutes. The minutes shall contain a brief synopsis of the meeting, including a complete restatement of all motions and recording of votes; complete statement of the conditions or recommendations made on any action; and recording of attendance. All communications, actions, and resolutions shall be attached to the minutes. The official records shall be annually deposited with the City Clerk. Section 7.0 OPEN MEETINGS AND FREEDOM OF INFORMATION PROVISIONS 7.1 All meetings of the Authority shall be open to the public and held in a place available to the general public. All deliberations and decisions of the Authority shall be made at a meeting open Page 5 City of Davison Downtown Development Authority Bylaws to the public. A person shall be permitted to address a hearing of the Authority under the rules established in subsection 5.6, and to address the Authority concerning non- hearing matters under the rules established in Section 5.9 to the extent that they are applicable. A person shall not be excluded from a meeting of the Authority, except for breach of the peace, committed at the meeting. All records, files, publications, correspondence, and other materials are available to the public for reading, copying and other purposes are governed by the Freedom of Information Act. Section 8.0 LEGAL COUNCIL The Authority may retain legal counsel to advise the Authority in the proper performance of its duties. The legal counsel shall represent the Authority in actions brought by or against the Authority. Section 9.0 DISSOLUTION OF AUTHORITY An Authority that has completed the purposes for which it was organized shall be dissolved by ordinance of the governing body. The property and assets of the Authority remaining after the satisfaction of the obligations of the Authority belong to the municipality. Section 10.0 AMENDMENTS These rules may be amended at any regular or special meeting by the Authority by a concurring vote pursuant to subsection 5.8, provided that all members have received an advanced copy of the proposed amendments at least 3 days prior to the meeting at which such amendments are to be considered. THESE BY-LAWS AND RULES OF PROCEDURES ARE ADOPTED THIS __18th___ DAY OF _March___________, 2026, CITY OF DAVISON DOWNTOWN DEVELOPMENT AUTHORITY. Debra Loveland, Chairperson