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HomeMy WebLinkAboutCC Resolution 8644 (Redevelopment Agency JPA)BEFORE THE CITY COUNCIL OF THE CITY OF SAN RAFAEL COUNTY OF MARIN, STATE OF CALIFORNIA RESOLUTION NO. 8644 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE EXECUTION AND DELIVERY OF A JOINT EXERCISE OF POWERS AGREEMENT BY AND BETWEEN THE CITY OF SAN RAFAEL AND THE SAN RAFAEL REDEVELOPMENT AGENCY. WHEREAS, the City of San Rafael (the "City") and the San Rafael Redevelopment Agency (the "Agency") desire to create and establish, pursuant to the laws of the State of California, the City of San Rafael Joint Powers Financing Authority (the "Authority"); and WHEREAS, there has been presented to this meeting a proposed form of Joint Exercise of Powers Agreement, dated April 20, 1992 (the "Agreement"), by and between the City and the Agency, which Agreement creates and establishes the Authority; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Rafael as follows: Section 1. The proposed form of Agreement, on file with the City Clerk of the City and incorporated into this Resolution by reference, is hereby approved. The Mayor is hereby authorized to execute, and the City Clerk is hereby authorized to attest, seal and deliver, the Agreement, in substantially said form with such changes or additions thereto that hereafter may become necessary in the interests of the City and which are reviewed and approved by the City Attorney, any such changes or SR-ATHIP.001 04/20/92 G�IG9��l additions to be conclusively evidenced by the execution and delivery of the Agreement. Section 2. This resolution shall take effect from and after its adoption. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a special joint meeting of the Council of the City of San Rafael held on the 20th day of April, 1992, by the following vote, to wit: AYES: COUNCILMEMBERS: Breiner, Cohen, Shippey, Thayer & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None JEANNEC EONCIPdI, ity Clerk SR-ATIUP.001 2 04/20/92 CLERK'S CERTIFICATE I, JEANNE M. LEONCINI, City Clerk of the City of San Rafael, do hereby certify as follows: The foregoing resolution is a full, true and correct copy of a resolution duly adopted by a vote of a majority of the members of the City Council of the City of San Rafael at a special joint meeting of said Council duly and regularly and legally held at the City of San Rafael, California, on April 20, 1992, of which all of such members had due notice, as follows: AYES:Breiner, Cohen, Shippey, Thayer & Mayor Boro NOES:None ABSENT: None An agenda of said meeting was posted at least 72 hours before said meeting at 1400 - 5th Avenue, San Rafael, California, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. SR-ATMP.001 04/20/92 Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. Dated: �M .v 6 , 1992. [Seal] �i- 1�ity Clerk othe City of San Rafael SR -A=.001 2 04/20/92 JOINT EXERCISE OF POWERS AGREEMENT BY AND BETWEEN THE CITY OF SAN RAFAEL AND THE SAN RAFAEL REDEVELOPMENT AGENCY SR-JUA.001 04/17/92 JOINT EXERCISE OF POWERS AGREEMENT THIS AGREEMENT, dated April 20, 1992, by and between the CITY OF SAN RAFAEL, a municipal corporation duly organized and existing under the laws of the State of California (herein called the "City"), and the SAN RAFAEL REDEVELOPMENT AGENCY, a public body, corporate and politic, duly organized and existing under the laws of the State of California (herein called the "Agency"). W I T N E S S E T H• WHEREAS, Articles 1 and 2 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorize the City and the Agency to create a joint exercise of powers entity (herein called the "City of San Rafael Joint Powers Financing Authority" or the "Authority") which has the power to jointly exercise any powers common to the City and the Agency; WHEREAS, the City and the Agency are each empowered by law to undertake certain projects and programs; WHEREAS, the City is authorized to issue bonds, expend bond proceeds, and borrow and loan money for certain public purposes pursuant to the Government Code of the State of California; WHEREAS, the Agency is authorized to issue bonds, expend bond proceeds, and borrow and loan money for any of its corporate purposes pursuant to the provisions of the Community Redevelopment Act of the State of California; SR-IEPA.001 04/17/92 WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Marks -Roos Local Bond Pooling Act of 198511) authorizes and empowers the Authority to purchase bonds issued by the Agency for financing public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the Agency; WHEREAS, the Marks -Roos Local Bond Pooling Act of 1985 further authorizes and empowers the Authority to sell bonds so purchased to public or private purchasers at public or negotiated sale; and WHEREAS, by this Agreement, the City and the Agency desire to create and establish the City of San Rafael Joint Powers Authority for the purposes set forth herein and to exercise the powers described herein; NOW, THEREFORE, the City and the Agency, for and in consideration of the mutual promises and agreements herein contained, do agree as follows: SECTION 1. DEFINITIONS Unless the context otherwise requires, the terms defined in this Section 1 shall for all purposes of this Agreement have the meanings herein specified. Act The term "Act" means the Community Redevelopment Law of the State of California (being Part I of Division 24 of the Health and Safety Code of the State of California, as amended) SR-7EPA.001 2 04/17/92 and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and all laws amendatory thereof or supplemental thereto. Aaencv The term "Agency" shall mean the San Rafael Redevelopment Agency, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California. Authoritv The term "Authority" shall mean the City of San Rafael Joint Powers Financing Authority created by this Agreement. Authority. Board The term "Board" shall mean the governing board of the Bond Purchase Aareement The term "Bond Purchase Agreement" shall mean an agreement of the Authority to purchase Bonds of the Agency solely from funds received from the Authority's simultaneous sale of such Bonds to the purchaser or purchasers named therein, on the terms and conditions set forth therein. Bonds The term "Bonds" shall mean bonds of the Agency authorized and issued pursuant to the Act. City The term "City" shall mean the existing municipal corporation known as the City of San Rafael, a city duly SR-MA.001 3 04mi92 organized and existing under and by virtue of the laws of the State of California. Law The term "Law" shall mean Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (Sections 6500-6599), including the Marks -Roos Local Bond Pooling Act of 1985, as amended. SECTION 2. PURPOSE This agreement is made pursuant to the Law and for the purpose of assisting the financing and refinancing of certain redevelopment activities of the Agency by exercising the powers referred to in the recitals hereof and described in Section 5 herein. SECTION 3. TERM This Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated by a supplemental agreement of the Agency and the City. SECTION 4. AUTHORITY A. Creation of Authoritv There is hereby created pursuant to the Law an agency and public entity to be known as the "City of San Rafael Joint Powers Financing Authority." As provided in the Law, the Authority shall be a public entity separate from the City and the Agency. The debts, liabilities and obligations of the Authority SR-JUA.001 4 04/17/92 shall not constitute debts, liabilities or obligations of the City or the Agency. Within 30 days after the effective date of this Agreement or any amendment hereto, the Authority will cause a notice of this Agreement or amendment to be prepared and filed with the office of the Secretary of State of the State of California in the manner set forth in Section 6503.5 of the Law. B. Governina Board The Authority shall be administered by the Board whose members shall be, at all times, the members of the Agency. The term of office as a member of the Board of each member of the Agency shall terminate when such member of the Board shall cease to be a member of the Agency; and the successor to such member of the Agency shall become a member of the Board. Members of the Board shall not receive any compensation for serving as such, but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a member if the Board shall determine that such expenses shall be reimbursed and there are unencumbered funds available for such purpose. C. Meetinas of Board (1) Regular Meetinas. The Board shall hold a regular meeting on the first Monday of March, and, by resolution, may provide for the holding of regular meetings at more frequent intervals; provided that if the Chair determines that there will be no business to transact at such meeting, such meeting may be SR-JUA.001 5 04/17/92 meeting may be cancelled. The hour and place at which each such regular meeting shall be held shall be fixed by resolution of the Board. (2) Leaal Notice. All meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (Sections 54950-54961)) or any successor legislation hereinafter enacted. (3) Minutes. The secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to the City and the Agency. (4) Ouorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time. D. Officers; Duties; Bonds (1) The Board shall elect a chair of the Authority and a vice -chair of the Authority from among its members and shall appoint a secretary of the Authority who may, but need not, be a member of the Board. (2) The Treasurer of the City is hereby designated as Treasurer of the Authority. Subject to the applicable provisions of any indenture or resolution providing SR-JEPA.001 6 04/17/92 for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Law. (3) The Treasurer of the City, who performs the functions of auditor and controller for the City, is hereby designated as Controller of the Authority, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Law. The Controller shall draw checks to pay demands against the Authority when the demands have been approved by the Authority. (4) The members of the Agency shall determine the charges to be made against the Authority for the services of the treasurer and controller. (5) The Treasurer and Controller of the Authority are designated as the public officers or persons who have charge of, handle, or have access to any property of the Authority, and each such officer shall file an official bond in the amount of $25,000 as required by Section 6505.1 of the Law; provided, that such bond shall not be required if the Authority does not possess or own property or funds with an aggregate value of greater than $500.00. (6) The Treasurer and Controller of the Authority is hereby authorized and directed to prepare or cause to be prepared: (a) a special audit as required pursuant to SR-JUA.001 7 04/17/92 Section 6505 of the Government Code of the State of California every year during the term of this Agreement; and (b) a report in writing on the first day of July, October, January, and April of each year to the Board, the City and the Agency which report shall describe the amount of money held by the Treasurer and Controller of the Authority for the Board, the amount of receipts since the last such report, and the amount paid out since the last such report. (7) The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants. SECTION 5. POWERS The Authority shall have the power to purchase, with the amounts received or to be received by it pursuant to a Bond Purchase Agreement, Bonds issued by the Agency at public or negotiated sale, for the purposes set forth in Section 2 hereof, all in accordance with the Law. Any such bonds so purchased may be held by the Authority or sold to public or private purchasers at public or negotiated sale, in whole or in part. The Authority shall set any other terms and conditions on any purchase or sale contemplated herein as it deems to be necessary, appropriate and in the public interest, in furtherance of the Law. The Authority is authorized, in its own name, to do all acts necessary for the exercise of said powers for said purposes, including but not limited to any or all of the following: to SR-JEPA.001 8 04/17/92 make and enter into contracts; to employ agents and employees; and to sue and be sued in its own name. Except as otherwise provided herein, such power shall be exercised subject only to such restrictions upon the manner of exercising such power as are imposed upon the Agency in the exercise of similar powers, as provided in Section 6509 of the Law. Notwithstanding the foregoing, the Authority shall have any additional powers conferred under the Law, insofar as such additional powers may be necessary to accomplish the purposes set forth in Section 2 hereof. SECTION 6. TERMINATION OF POWERS The Authority shall continue to exercise the powers herein conferred upon it until the termination of this Agreement or until the City and the Agency shall have mutually rescinded this Agreement. SECTION 7. FISCAL YEAR Unless and until changed by resolution of the Board, the fiscal year of the Authority shall be the period from July 1 of each year to and including the following June 30, except for the first fiscal year which shall be the period from the date of this Agreement to the following June 30. SECTION 8. DISPOSITION OF ASSETS At the end of the term hereof or upon the earlier termination of this Agreement as set forth in Section 6 hereof, SR-JUA.001 9 04/17/92 all assets of the Authority shall be distributed to the Agency, subject to Section 9 hereof. SECTION 9. CONTRIBUTIONS AND ADVANCES Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by the City and the Agency for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution. Any such advance shall be made subject to repayment, and shall be repaid, in the manner agreed upon by the City or the Agency, as the case may be, and the Authority at the time of making such advance. It is mutually understood and agreed that neither the City nor the Agency has any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though either may do so. The City or the Agency may allow the use of personnel, equipment or property in lieu of other contributions or advances to the Authority. SECTION 10. AGREEMENT NOT EXCLUSIVE This Agreement shall not be exclusive and shall not be deemed to amend or alter the terms of other agreements between the City and the Agency, except as the terms of this Agreement shall conflict therewith, in which case the terms of this Agreement shall prevail. SECTION 11. ACCOUNTS AND REPORTS The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice. The SR-7EPA.001 10 04/17/92 books and records of the Authority shall be open to inspection at all reasonable times by the City and the Agency and their representatives. SECTION 12. CONFLICT OF INTEREST CODE The Authority by resolution shall adopt a Conflict of Interest Code as required by law. SECTION 13. BREACH If default shall be made by the City or the Agency in any covenant contained in this Agreement, such default shall not excuse either the City or the Agency from fulfilling its obligations under this Agreement and the City and the Agency shall continue to be liable for the payment of contributions and the performance of all conditions herein contained. The City and the Agency hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the City and the Agency hereby grant to the Authority the right to enforce by whatever lawful means the Authority deems appropriate all of the obligations of each of the parties hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies. SECTION 14. SEVERABILITY Should any part, term, or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be rendered SR-JUA.001 11 04/17/92 unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby. SECTION 15. SUCCESSORS: ASSIGNMENT This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Except to the extent expressly provided herein, neither party may assign any right or obligation hereunder without the consent of the other. SECTION 16. AMENDMENT OF AGREEMENT This Agreement may be amended by supplemental agreement executed by the City and the Agency at any time. SECTION 17. FORM OF APPROVALS Whenever an approval is required in this Agreement, unless the context specifies otherwise, it shall be given, in the case of the Agency, by resolution duly and regularly adopted by the members of the Agency, and, in the case of the City, by resolution duly and regularly adopted by the City Council of the City, and, in the case of the Authority, by resolution duly and regularly adopted by the Board. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. SECTION 18. NOTICES Notices to the City hereunder shall be sufficient if delivered to the City Clerk of the City Council. SR-JEPA.001 12 04/17/92 SECTION 19. SECTION HEADINGS All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. [SEAL] Attest: City Clerk [SEAL] ATTEST: ok�� Secret ry CITY OF SAN RAFAEL BY !- C`I — (— !f #or ` SAN RAFAEL REDEVELOPMEId AGENCY By .0 air SR-JUA.001 13 04/17/92 BY-LAWS OF THE CITY OF SAN RAFAEL JOINT POWERS FINANCING AUTHORITY Adopted April 20, 1992 SR-BYIAW.001 04/17/92 ARTICLE I - THE AUTHORITY Section 1. Name. The official name of the Authority shall be the "City of San Rafael Joint Powers Financing Authority". Section 2. Authoritv Board Members. The Authority shall be administered by a governing board whose members shall be, at all times, the members of the City of San Rafael Redevelopment Agency (the "Agency") (herein, the "Authority Board"). The term of office as a member of the Authority Board of each member of the Agency shall terminate when such member of the Authority Board shall cease to be a member of the Agency; and the successor to such member of the Agency shall become a member of the Authority Board. Section 3. Office. The business office of the Authority shall be at 1400 - 5th Avenue, San Rafael, California 94903, or at such other place as may be designated by the Authority Board. Section 4. Compensation. Members may receive their actual and necessary expenses, including traveling expenses incurred in the discharge of their duties, but only when authorized by the Authority and if there are unencumbered funds available for such purpose. SR-BYLAW.001 04/17/92 ARTICLE II - OFFICERS Section 21. Officers. The Officers of the Authority shall be the Chair, Vice -Chair, Secretary, Treasurer and Controller. Section 22. Chair. The Chair of the Authority shall be the member who is the Chairperson of the Agency. The term of office shall be the same as the term of the Chairperson of the Agency. The Chair shall preside at all meetings of the Authority, and shall submit such information and recommendations to the Authority Board as he or she may consider proper concerning the business, policies and affairs of the Authority. The Chair shall also serve as the chief executive officer of the Authority and shall be responsible for execution and supervision of the affairs of the Authority. Except as otherwise authorized by resolution of the Authority Board, the Chair or the Chair's designee shall sign all contracts, deeds and other instruments executed by the Authority. Section 23. Vice -Chair. The Vice -Chair shall be the member who is the Vice -Chairperson of the Agency. The term of office shall be the same as the term of the vice -Chairperson of the Agency. The Vice -Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the resignation or death of the Chair, the Vice -Chair shall perform such duties as are imposed on the Chair, until such time as the members shall elect a new Chair. SR-BYLAW.001 2 04/17/92 Section 24. Secretarv. The Secretary shall be appointed by the Authority Board and shall serve at the pleasure of the Authority. The Secretary shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. Section 25. Treasurer. The Treasurer of the City of San Rafael (the "City") shall be the Treasurer and the Controller of the Authority, and shall perform the duties set forth in the Joint Exercise of Powers Agreement. Section 26. Election of Officers. Election of officers shall be the first order of business at the first meeting of the Authority, regular or special, held in each calendar year. Section 27. Authoritv to Bind Authoritv. No member, officer, agent or employee of the Authority, without prior specific or general authority by a vote of the Authority Board, shall have any power or authority to bind the Authority by any contract, to pledge its credit, or to render it liable for any purpose in any amount. ARTICLE III - EMPLOYEES AND AGENTS Section 31. ADDointment of EmDlovees and Accents. The Authority may from time to time request from the City or the SR-BYIAW.001 3 04/17/92 Agency the services of such personnel, counsel or agents, permanent or temporary, as may be necessary to carry out the business and affairs of the Authority. The Authority Board may in addition employ temporary professional and technical personnel on such terms and at such rates of compensation as the Authority Board may determine, for the performance of Authority business and affairs, provided that adequate sources of funds are identified for the payment of such temporary professional and technical services. ARTICLE IV - MEETINGS Section 41. Regular Meetinas. Regular meetings shall be held at the business office of the Authority, or at such other place as the Chair may designate, on dates and at a time as fixed by Resolution of the Authority. If at any time any regular meeting falls on a legal holiday, such regular meeting shall be held on the next business day at the same time. At least 72 hours before a regular meeting, an agenda containing a brief general description of each item of business to be transacted or discussed shall be posted at a location freely accessible to members of the public. The agenda shall specify the time and location of the regular meeting. No action shall be taken on any item not appearing on the posted agenda except as permitted by law. Section 42. Special Meetinas. A special meeting may be called at any time by the Chair or upon the request of two of SR-BYIAW.001 4 04/17/92 the members of the Authority by delivering written notice to each member and to each person or entity entitled by law to receive such notices. Notices to the Authority Board shall be sufficient if delivered to the City Clerk of the City Council. Notices to other persons or entities entitled by law to receive notices must be delivered personally or by mail and must be received at least 24 hours before the time of such meeting as specified in the notice. The notice shall specify the time and place of the special meeting and the business to be transacted and shall be posted at least 24 hours prior to the special meeting in a location that is freely accessible to members of the public. No other business shall be considered at such meetings by the Authority Board. Such written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with the Secretary of the Authority a written waiver of notice. Such waiver may be given by telegram. Such written notice may also be dispensed with as to any member who is actually present at the time it convenes. Section 43. Closed Sessions. Nothing contained in these bylaws shall be construed to prevent the Authority Board from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session. Section 44. Public Hearinas. All public hearings held by the Authority Board shall be held during regular or special meetings of the Authority Board. sR-BYLAw.001 5 04/17/92 Section 45. Adiournina Meetinas and Continuina Public Hearinas to Other Times or Places. The Authority Board may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular meeting or adjourned regular meeting the Secretary or Acting Secretary of the Authority may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. Any public hearing being held, or any hearing noticed or ordered to be held at any meeting may by order or notice of continuance be continued or recontinued to any subsequent meeting in the same manner and to the same extent set forth herein for the adjournment of the meetings; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing a copy of the order or notice SR-BYIAW.001 6 04/17/92 of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. Section 46. Meetinas to be Onen and Public. All meetings of Authority members to take action or to deliberate concerning Authority business and its conduct shall be open and public. 4-' persons shall be permitted to attend any such meetings except as otherwise provided or permitted by law and Section 43 of these bylaws. Section 47. Quorum. A majority of the members of the Authority Board shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other official purposes, except that less than a quorum may adjourn from time to time until a quorum is obtained. Section 48. Order of Business. At the regular meetings of the Authority, the following shall be the general order of business: 1. Roll Call 2. Approval of Minutes 3. Reports 4. Unfinished Business 5. New Business 6. Matters Not Appearing on the Agenda 7. Adjournment Section 49. Parliamentary Procedure. The rules of parliamentary procedure set forth in Robert's Rules of Order SR-BYIAW.001 7 04/17/92 shall govern all meetings of the Authority, except as otherwise herein provided. ARTICLE V - AMENDMENTS Section 51. Amendments to By -Laws. These by-laws may be amended by the Authority at any regular or special meeting by majority vote, provided that the proposed amendment to any particular section is included in the notice of such meeting. SR-BYIAw.001 8 04/17/92