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TCAC By-Laws City of Tigard Town Center Advisory Commission TIGARD By-laws Revised, September 5, 2017 SECTION I. CHARGE AND DUTIES A. The Town Center Advisory Commission (ICAC) hereafter referred to as the "Commission" shall have no powers except as conferred by this resolution, City Charter, the Tigard Municipal Code, or the Oregon Revised Statutes. B. It shall be the function of the Commission to act as an advisory body to the Town Center Development Agency (TCDA), the Urban Renewal Agency for the City of Tigard or the City Council as appropriate. C. The Town Center Advisory Commission is charged with advising the Town Center Development Agency, the Urban Renewal Agency for the City of Tigard, on matters pertaining to Urban Renewal Plan implementation and tax increment fund allocations for the City Center Urban Renewal District and the Tigard Triangle Urban Renewal District. Recommendations pertaining to policy, budget, and implementation of urban renewal projects identified within the Urban Renewal Plans and / or the annually adopted Work Programs will be made to the Town Center Development Agency or City Council as appropriate for consideration, deliberation and action. The Commission may also provide recommendations with regard to amendments to the Urban Renewal Plans. D. The Commission shall perform other duties as assigned by the Town Center Development Agency. E. The Commission may form subcommittees to investigate areas relevant to its charge or duties pursuant to this section. F. The Commission and its members shall conduct itself in a manner that's in keeping with applicable federal, state,and local laws pertaining to conduct and ethics and the City of Tigard Code of Conduct. Any violation of the provisions of such laws shall be grounds for removal from office. SECTION I1. COMPOSITION A. The Commission shall consist of eleven (11) members appointed by the City Council who are residents or are businesses or property owners (or their representatives) within the City Center or Tigard Triangle Urban Renewal Districts with the following representation if possible: 1. At least three (3) business owners or property owners or designated management representatives of business or property owners whose business or property is located within the City Center Urban Renewal District or Tigard Triangle Urban Renewal District; 2. Six (6) persons who are residents of Tigard and represent a cross-section of interests in the community at large; City of Tigard 1 13125 SW Hall Blvd.,Tigard, OR 97223 www.tigard-or.gov I page 1 3. One (1) person residing within or adjacent to the boundaries of the City Center Urban Renewal District or Tigard Triangle Urban Renewal District; 4. One (1) person with expertise in real estate development, urban planning or design, or affordable housing; 5. Two (2) alternates (non-voting) including one (1) at large resident of Tigard, and one (1) business or property owner (or a designated representative) from within the City Center Urban Renewal District or Tigard Triangle Urban Renewal District. 6. Up to two (2) non-voting ex officio members representing taxing jurisdictions whose boundaries overlap the City Center Urban Renewal District or Tigard Triangle Urban Renewal District, or non-residents who have expertise in real estate development, urban planning or design, affordable housing, or other desired background may be appointed. B. Membership may temporarily drop below required minimums due to resignations and/or difficulty in recruiting qualified applicants. C. A member or ex officio member who is appointed to fill a position pursuant to subsection 1, 2, 3, 5, or 6 above, and who subsequently ceases to be eligible for the position to which the member or ex officio member was appointed, shall resign from the Commission within one month of becoming ineligible. SECTION III. APPOINTMENTS A. Council shall fill vacancies with individuals necessary to meet the compositional requirements of above. B. In addition, Council shall determine a means of staggering appointments of all current members using three (3) three-year terms, three (3) two-year terms, and three (3) one-year terms. C. Appointments shall be made by the City Council with recommendations from the Mayor. SECTION IV. TERM OF OFFICE A. After the initial staggering of terms for current members as defined in Section III.B. above, the term of office of all future, appointed members shall be three (3) years or until their successors are qualified and appointed. B. All terms shall begin January 1 and end December 31. C. Any vacancy in the Commission shall be filled by appointment by the Council upon recommendation by the Mayor for the unexpired portion of the term. The unexpired portion of a term does not count towards the fulfillment of the three (3) year appointment. D. Members may be reappointed for up to two consecutive terms. E. Members of the Commission shall receive no compensation for their services. City of Tigard 1 13125 SW Hall Blvd.,Tigard, OR 97223 1 www.tigard-or.gov I page 2 F. A member who seeks to resign from the Commission shall submit a written resignation to the staff liaison. If possible, the resignation should allow for a thirty (30) day notice so the City Council can appoint a replacement. SECTION V. ORGANIZATION OF THE COMMISSION A. At its first or second meeting of the year, and thereafter annually, the Commission shall elect a Chair and Vice Chair from its members who shall hold office at the pleasure of the Commission. B. If the Chair or Vice Chair should resign, the Commission shall, at its next meeting, conduct an election and provide a replacement. C. Chair. The chair shall have general directional powers over the Commission. The chair shall preside at all meetings and, in consultation with support staff, set the agendas and notify the board of all meeting times and place. The chair shall also be an ex-officio member of all subcommittees and shall be the sole spokesperson for the Commission unless this responsibility is delegated to the vice chair, another Commission member or support staff. D. Vice Chair. In the event of the absence of the chair at a meeting the vice chair shall perform the duties of the chair. E. Staff liaisons are the primary contacts for City of Tigard boards and the primary interface between these bodies and the Town Center Development Agency, City Council, City Manager, and departments. Besides serving as a technical resource, staff liaisons are responsible for meeting logistics, member recruitment and recognition, recordkeeping, and monitoring board effectiveness. SECTION VI. MEETINGS A. The Commission shall meet at least quarterly during a calendar year at a time and place that is specified at least 5 days in advance. B. Agendas and minutes shall be posted for public notice on the City of Tigard web page and in the lobby of City Hall or Permit Center in compliance with Oregon Public Meetings Law. All meetings shall be open to the public. C. The parliamentary authority for the Commission is Robert's Mules of Order Revised, except where superseded by these bylaws or local, state, or federal law. D. A majority of votes of Commission members present shall determine the official position of the Commission on a given issue. Alternates are not allowed to vote under any circumstances. E. Chair and Vice Chair shall vote on all matters before the Commission. City of Tigard 1 13125 SW Hall Blvd.,Tigard, OR 97223 1 www.tigard-or.gov I page 3 F. Commission members shall not send or receive electronic communications concerning any matter pending before the Commission during a Commission meeting. G. Commission members shall not use electronic communication devices to review or access information regarding matters not in consideration before the Commission during a Commission meeting. SECTION VII. COMMISSION MEMBER RESPONSIBILITIES A. Members of the Commission shall: 1. Regularly attend Town Center Advisory Commission (ICAC) meetings and contribute constructively to discussions, 2. Consider and discuss issues from a Citywide perspective, as well as that of particular stakeholders or interests, 3. Understand and be able to articulate the TCAC's charge, responsibilities and adopted, annual work program, 4. Strive to reach consensus on matters under consideration, 5. Act with respect and consideration for the viewpoint of others, 6. Review and provide comment on reports, presentations, and recommended policies or strategies related to redevelopment before the Commission, and 7. Vote on motions in front of the Commission, except where reasonable abstention is necessary. B. Commission members may engage in general discussions regarding its charge, responsibilities or projects within the Urban Renewal Plans or urban renewal work programs, but shall not discuss specific real estate projects or proposals with potential developers or property owners without the authorization of the Town Center Development Agency. C. In addition, members shall not make representations on behalf of the City of Tigard or Town Center Development Agency without authorization. D. Members shall not make representations on behalf of the TCAC whether intentional or not, without the authorization of the Commission. SECTION VIII. ATTENDANCE If a member of the Commission is unable to attend a meeting,he or she is expected to notify the Chair or Vice Chair. If any member is absent from any six (6) regularly scheduled meetings within one year or three (3) consecutive meetings without reasonable cause, the issue shall be placed on the upcoming agenda, and upon majority vote of the Commission that position shall be declared vacant. The Commission shall forward its action to the Mayor and Council,who shall fill the vacant position. SECTION IX. QUORUM City of Tigard 1 13125 SW Hall Blvd.,Tigard, OR 97223 www.tigard-or.gov I page 4 At any meeting of the Commission, a quorum shall be a majority of the current voting members of the Commission. No action shall be taken in the absence of a quorum except that the meeting may continue with discussion on agenda items. For the purposes of forming a quorum, members who have disqualified or excused themselves from participation in any matter shall be counted as present. In the event a quorum will not be present at any meeting, the Chair or Vice Chair shall notify the Commission members in advance of that fact so that a decision may be made whether to meet and take no action on agenda items or to reschedule to a different time. SECTION X. REMOVAL OF MEMBERS A. The City Council may remove members of the Commission in accordance with Section VIII Attendance. B. The Council may also remove members, when, in its judgment, the conduct of a member does not conform to the City of Tigard Code of Conduct for Boards, Commissions and Committees, Section VII Member Responsibilities, or other conduct unbecoming a representative of the City. C. The Commission may make a recommendation to Council for the removal of a member in accordance with Section VII Member Responsibilities. The Commission shall forward a recommendation for replacement to the Mayor and Council in a timely manner. SECTION XI. ANNUAL REPORT OF THE COMMISSION A. Not later than December 1 of each year, the Commission shall prepare and file its Annual Report to the TCDA. B. The Annual Report shall include a summary of key activities and proceedings and any specific suggestions or recommendations which the Commission believes would assist its mission or the overall goals for the urban renewal areas. C. The Annual Report shall not be submitted unless approved by the Commission. SECTION XII. AMENDMENTS A. These bylaws are adopted by resolution of the Tigard City Council, are binding on the Commission, and may be amended by the City Council. The Commission may propose amendments for Council consideration. City of Tigard 13125 SW Hall Blvd.,Tigard, OR 97223 www.tigard-or.gov I page 5