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CCAC By-Laws u Exhibit A BY-LAWS OF THE CITY CENTER ADVISORY COMMISSION (CCAC) SECTION 1. CHARGE AND DUTIES (a) The City Center Advisory Commission (CCAC) hereafter referred to as the "Commission" shall have no powers except as conferred by this resolution, City Charter, or the Tigard Municipal Code. (b) It shall be the function of the Commission to act as an advisory body to the City Center Development Agency (CCDA), the Urban Renewal Agency for the City of Tigard or the City Council as appropriate. (c) The City Center Advisory Commission is charged with advising the City 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. Recommendations pertaining to policy, budget, and implementation of urban renewal projects identified within the Urban Renewal Plan and / or the annually adopted Downtown Implementation Strategy and Work Program will be made to the City 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 City Center Urban Renewal Plan. (d) The Commission shall perform other duties as assigned by the City Center Development Agency. (e) The Commission may form subcommittees to investigate areas relevant to its charge or duties pursuant to this section. SECTION 2. COMPOSITION (a) The Commission shall consist of nine (9) members appointed by the City Council who are residents of Tigard or own businesses or property within the City Center Urban Renewal District with the following representation if possible: (1) At least two (2) business owners or property owners whose business or property is located within the City Center Urban Renewal District; (2) Five (5) persons who are residents of Tigard and represent a cross- section of interests in the community at large; CCAC By-Laws Page 1 Exhibit A (3) One (1) person residing within or adjacent to the boundaries of the City Center 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 from within the City Center Urban Renewal District SECTION 3. 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 4. TERM OF OFFICE (a) After the initial staggering of terms for current members as defined in Section (3)(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 3181. (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. SECTION 5. ORGANIZATION OF THE COMMISSION CCAC By-Laws Page 2 Exhibit A (a) At its first 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 it next meeting, conduct an election and provide a replacement. (c) 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. (d) All meetings shall be conducted in conformance with Public Meeting Law. (e A record of the Commission's proceedings shall be filed with the city recorder. SECTION 6. VOTING (a) General procedures of the Commissions including voting shall follow Robert's Rules of Order. (b) A majority of votes shall determine the official position of the Commission on a given issue. (c) Chair and Vice Chair shall vote on all matters before the Commission. SECTION 7. COMMISSION MEMBER RESPONSIBILITIES (a) Members of the Commission shall: (1) regularly attend CCAC 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 CCAC'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, CCAC By-Laws Page 3 Exhibit A (6) review and provide comment on reports, presentations, and recommended policies or strategies related to Downtown 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 Plan or Downtown Implementation Strategy, but shall not discuss specific real estate projects or proposals with potential developers or property owners without the authorization of the City Center Development Agency. (c) In addition, members shall not make representations on behalf of the City of Tigard or City Center Development Agency without authorization. (d) Members shall not make representations on behalf of the CCAC whether intentional or not,without the authorization of the Commission. SECTION 8. 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 9. QUORUM At any meeting of the Commission, a quorum shall be a majority of the current 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 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 10. REMOVAL OF MEMBERS (a) The City Council may remove members of the Commission in accordance with Section 8 Attendance. CCAC By-Laws Page 4 Exhibit A (b) The Council may also remove members, when, in its judgment, the conduct of a member does not conform to Section 7 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 7 Member Responsibilities. The Commission shall forward a recommendation for replacement to the Mayor and Council in a timely manner. SECTION 11 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 City Center Development Agency (CCDA). (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 Downtown. (c) The Annual Report shall not be submitted unless approved by the Commission. CCAC By-Laws Page 5