BY-LAWS OF THE DOWNTOWN DEVELOPMENT AUTHORIY
OF THE CITY OF ADRIAN, MICHIGAN
 
ARTICLE I – NAME
The name of this authority is the Downtown Development Authority (DDA) of the City of Adrian.
ARTICLE II – PURPOSE
The purpose of the Downtown Development Authority is to act in accordance with the provisions of Act 197 of the Public Acts of 1975 as amended. The Authority shall have all the powers which now or hereafter may be conferred by law on authorities organized under this Act. The overall goal of the Authority is to undertake public improvements and other activities that have greatest impact in strengthening the downtown area and attracting new private investments to the DDA area.
ARTICLE III – BOARD OF DIRECTORS
The Board of Directors shall consist of the Mayor of the City of Adrian and 12 members appointed by the Mayor and approved by the Adrian City Commission. At least seven (7) of those members shall have an interest in downtown property or a downtown business. At least one member shall be a downtown resident.
ARTICLE IV- OFFICERS
SECTION 1
The officers of the Board shall be a chairman, a vice chairman, a treasurer and a recording secretary. All officers shall be members of the Board, with the exception of the recording secretary.
SECTION 2 REMOVAL OF OFFICERS
An officer may be removed by the Board whenever in its’ judgment the best interest of the Board will be served.
SECTION 3 CHAIRMAN
The chairman shall reside at all meetings of the Board and shall discharge the duties as a presiding officer.
SECTION 4 VICE CHAIRMAN
In the absence of the chairman or in the event of inability to serve as chairman, the vice chairman shall perform the duties of the chairman and when so acting, shall have all the powers and be subject to all the restrictions of the chairman.
SECTION 5 TREASURER
The treasurer shall present a monthly statement of all revenues and expenses and, with the assistance of appropriate City officials, an annual financial report covering the fiscal year of the Authority. The fiscal year of the Authority shall be the same as that of the City, July1 to June 30. An annual audit will be made each year as part of the regular City audit.
SECTION 6 RECORDING SECRETARY
The executive director shall act as the recording secretary. The recording secretary or a designee shall attend all meetings of the Board and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The recording secretary shall give, or cause to be given, notice of all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board. The recording secretary shall, when authorized by the Board, attest by signature to actions of the Board.
SECTION 7 DELEGATION OF DUTIES OF OFFICERS
In the absence of any officer of the corporation, the Authority may delegate the powers and duties of any officer to any director provided a majority of the Authority then in office concurs therein.
SECTION 8 ELECTION OF OFFICERS
Nominations shall be made from the floor at the annual meeting in June. Officers shall be elected by open ballot. The term of office shall be for on year and begin at the close of the annual meeting at which they are elected. No member shall hold more than one office at a time.
ARTICLE V – MEETINGS
SECTION 1 ANNUAL MEETINGS
An annual meeting shall be held the first regular meeting in June at a time and place to be set by the Board. The report of the Nominating Committee and election of officers shall occur at the annual meeting. If the election of officers does not occur on the day designated or any adjournment thereof, the Board shall cause the election to be held at the regular or special meeting of the Board within 90 days of the annual meeting.
SECTION 2 REGULAR MEETINGS
Regular meetings of the Board shall be held at a time and place to be set by the Board. At least six regular meetings per year shall be held. The Board records shall be open to the public.
SECTION 3 SPECIAL MEETINGS
Special meetings of the Board may be called by the chairman, the vice chairman in the absence of the chairman, or by any three Authority members by giving 24-hour notice of the meeting, stating the purpose of the meeting and by posting a notice 18 hours prior to the meeting in the DDA Office and in the lobby of City Hall.
SECTION 4 NOTICE OF MEETINGS
All meetings shall be preceded by public notice posted 18 hours prior to the meeting in accordance with Act 267 of the Public Acts of 1976, as amended.
SECTION 5 AGENDA
The recording secretary shall prepare the agendas for all meetings and send them to the Board members at least 24 hours prior to the meeting. Any member of the Board may request any item to be placed on the agenda.
SECTION 6 QUORUM AND VOTING
A majority of the members of the Board in office shall constitute a quorum for the transaction of business. A vote of seven members shall constitute the action of the Board unless the vote of a larger number is required by statute, or elsewhere in these rules. In the event that effective membership is reduced because of a conflict of interest, a majority of the remaining members eligible to vote shall constitute the action of the Board.
SECTION 7 RULES OF ORDER
Robert’s Rules of Order will govern the conduct of all meetings.
SECTION 8 OPEN AND CLOSED MEETINGS
All regular and special meetings of the Board shall be open to the public, Closed meetings of the Board may be called for purposes listed in the Open Meetings Act 267 of the Public Acts of 1976, as amended, if approved by the Authority.
SECTION 9 CONFLICT OF INTEREST
A director, who has a conflict of interest in any manner before the Board, shall disclose that interest prior to the corporation taking any action with respect to the matter. This disclosure shall become a part of the record of the Board’s official proceedings. Any member making such disclosure shall then refrain from participating in the Board’s decision-making process relative to such matters. SECTION 10 ATTENDANCE
A Director who has 3 unexcused absences from meetings of the Board in a fiscal year, may be recommended to be removed from the Board by the Mayor with the concurrence of the City Commission.
ARTICLE VI – EXECUTIVE COMMITTEE
The officers of the Board, including chairman, vice chairman, treasure and recording secretary.
ARTICLE VII – BOARD COMMITTEES AND ADVISORY COMITTEES
SECTION 1 BOARD COMMITTEES
The Board, by resolution, may designate and appoint one or more committees to advise the Board. Committee members shall be members of the Board. The chairman of the Board shall appoint the members and select the chairman of the Board Committees. The committees may be terminated by vote of the Board. At the annual meeting, the committees will be evaluated and reappointed or dissolved. A majority of the committee will constitute a quorum. A majority of the members present at the meeting at which quorum is present shall be the action of the committee.
SECSTION 2 NOMINATING COMMITTEE
A Nomination Committee shall be appointed by the chair at least one month before the annual meeting for the purpose of suggesting a slate of officers. In addition, the Nominating Committee shall meet with Mayor to discuss appointments to the Board.
SECTION 3 ADVISORY COMMITTEE
The Board may, by resolution, authorize the establishment of advisory committees to the Board. The chairman shall select, with the advice and consent of the Board members, the members of each advisory committee. The advisory committees shall elect their own officers and establish rules governing their actions.
ARTICLE VIII - INDEMNIFICATION
SECTION 1 INDEMNIFICATION
Whenever any claim is made or any civil action is commenced against any officer or employee of the Authority, or injuries to persons or property caused by the negligence of the officer or employee while in the course of their employment, and while acting within the scope of their authority, the Board may, but is not required, to pay for legal service and also for any judgment or compromised settlement of the claim, pursuant to Act 170 of the Public Acts of 1964, as amended.
SECTION 2 REIMBURSEMENT
Any indemnification under Section 1 shall be made by the Board only as authorized in the specific case upon a determination that indemnification of the employee or officer is proper in circumstances because they have met the applicable standard of conduct set forth in Section 1. Such determination shall be made in either of the following ways: 1. By a majority vote of the members of the Board who are not parties to such action, suit or proceeding; or 2. If such quorum is not obtainable, or even if obtainable, a quorum of disinterested members so directs, supported by the recommendation of legal counsel in a written opinion.
SECTION 3 INSURANCE
The Board of Directors Officers and Liability Insurance is provided in accordance with an umbrella policy provided by the City of Adrian.
ARTICLE IX– AMENDMENT OF BY-LAWS
These By-Laws may be amended at any regular meeting of the Board by a majority vote, provided that the amendment has been submitted in writing at the previous regular meeting.