Industrial Development Authority By Laws

Dade County Industrial Development Authority Bylaws

ARTICLE I – BACKGROUND AND AUTHORITY

The Dade County Industrial Development Authority (the “IDA”) was established by an amendment to the Georgia Constitution (the “Constitutional Amendment”), adopted at 1967 Ga. Laws, page 907, and continued in force under the new Georgia Constitution at 1983 Ga. Laws, page 5062, O.C.G.A. section 36-81-10. A copy of the Constitutional Amendment is attached to these Bylaws as Exhibit 1.

ARTICLE II – MEMBERS

(1) Duties. Members shall provide guidance on subjects properly coming before the IDA. The terms “Members” and “IDA” shall be synonymous and may be used interchangeably in these Bylaws.

(2) Compensation. Members may be reimbursed for reasonable expenses incurred in the performance of their duties as members and may receive compensation for the performance of their duties in such amounts as set by resolution of the IDA.

(3) Resignation. A Member may resign by giving written notice to the Chair.

ARTICLE III – MEETINGS OF MEMBERS

(1) The IDA may convene four types of meetings: Regular Meeting

Special Meeting Emergency Meeting Committee Meeting

(2) Regular Meetings.

(A) Description and Purpose. The IDA shall convene Regular meetings to hear and discuss matters relevant to the IDA’s mission and to take such measures as are within the IDA’s objectives.

(B) By whom Called. The Members shall establish the date, time, and place for each Regular meeting.

(C) Notice. The IDA shall give notice of each Regular meeting (1) on the IDA’s web site, and (2) in a conspicuous place in the Dade County Administration Building, (3) in news media having an office in Dade County, (4) in the official news organ for legal notices in Dade County, and (5) in such additional media and formats as the Executive Director may select from time to time.

(3) Special Meetings.

(A) Description and Purpose. The IDA may convene Special Meetings to hear matters of immediate importance.

(B) By Whom Called. A Special Meeting may be called by the Chair or by any two Members.

(C) Notice. The IDA shall give notice of a Special meeting in accordance with O.C.G.A. section 50-14-1(d)(2), which requires that written notice shall be provided as follows: “for at least 24 hours at the place of regular meetings [in a conspicuous place in the Dade County Administration Building] and, upon written request from any local broadcast or print media outlet whose place of business and physical facilities are located in [Dade] County, notice by telephone, facsimile, or e-mail to that requesting media outlet at least 24 hours in advance of the called meeting. Upon written notice from any local broadcast or print media outlet, a copy of the meeting’s agenda shall be provided by facsimile, e-mail, or mail through a self- addressed, stamped envelope provided by the requestor.” In addition to the statutory requirements, the IDA shall furnish notice of the meeting (1) on the IDA’s web site if time allows such posting, and (2) to the official news organ for legal notices in Dade County. The IDA may also utilize such alternative and shorter notice requirements as are set forth in O.C.G.A. section 50-14-1(d)(3) and the IDA may publish notice in such additional media and formats as the Executive Director may select from time to time.

(4) Emergency Meetings.

(A) Description and Purpose. The IDA may convene Emergency Meetings to hear matters of urgent importance.

(B) By Whom Called. An Emergency Meeting may be called by the Chair or by any two Members.

(C) Notice. The IDA shall give notice of an Emergency meeting in accordance with

O.C.G.A. section 50-14-1(d)(2), which requires that written notice shall be provided as follows: “for at least 24 hours at the place of regular meetings [in a conspicuous place in the Dade County Administration Building] and, upon written request from any local broadcast or print media outlet whose place of business and physical facilities are located in [Dade] County, notice by telephone, facsimile, or e-mail to that requesting media outlet at least 24 hours in advance of the called meeting. Upon written notice from any local broadcast or print media outlet, a copy of the meeting’s agenda shall be provided by facsimile, e-mail, or mail through a self- addressed, stamped envelope provided by the requestor.” In addition to the statutory requirements, the IDA shall furnish notice of the meeting (1) on the IDA’s web site if time allows such posting, and (2) to the official news organ for legal notices in Dade County. The IDA may also utilize such alternative and shorter notice requirements as are set forth in O.C.G.A. section 50-14-1(d)(3) and the IDA may publish notice in such additional media and formats as the Executive Director may select from time to time.

(5) Committee Meetings.

(A) Description and Purpose. The IDA may appoint one or more committees to address specific concerns and to undertake specific projects. A committee may be standing or ad hoc.

(B) By Whom Called. A Committee Meeting may be called by the IDA Chair or by the committee Chair.

(C) Notice. The IDA shall give notice of each Committee meeting (1) on the IDA’s web site, (2) in a conspicuous place in the Dade County Administration Building, (3) in news media having an office in Dade County, (4) in the official news organ for legal notices in Dade County, and (5) in such additional media and formats as the Executive Director may select from time to time.

(D) Reporting. Any Committee shall report its findings or recommendations to the IDA in a Regular or Special Meeting. A Committee may not take any action without the affirmative vote of the IDA.

(6) Provisions pertaining to Regular, Special, Emergency, and Committee meetings.

(A) Management of Meetings. The Chair shall preside at all meetings. If the Chair is absent, the Vice-Chair shall preside. If neither the Chair nor the Vice-Chair is present

at a meeting, any voting officer shall preside. In these Bylaws, the person presiding over a meeting shall be termed the “Presiding Officer.”

(B) Voting. Each Member present in person at a meeting shall have one vote.

(C) A majority of members shall constitute a quorum, but no action may be taken by the IDA without the affirmative vote of a majority of members present.

(D) Public Participation. The Presiding Officer may, but is not required to, call for public comment on any matter already on the Agenda for that meeting. The Presiding Officer may choose whether public comment is permitted at the beginning of a meeting, end of a meeting, or otherwise and may limit any public comment to one individual for any given organization, and shall allow all who wish to speak to do so. The Presiding Officer may restrict public comment to five minutes per speaker. The Presiding Officer may terminate any speaker deemed to have violated norms of decency, conduct, and language.

Public comment may also be received in writing at a meeting, and it shall be attached to the minutes of the meeting. Members may, but are not required to, respond to public comment in a meeting, although they may direct the Chair or the Executive Director to respond in writing following a meeting.

(E) Open Meetings. All IDA meetings are subject to Georgia’s Open Meetings law, codified at O.C.G.A. sections 50-14-1 et seq. Meetings shall be open to the public, with three categories of exceptions:

(1) Investigative. Meetings held for investigative purposes under duties or responsibilities imposed by law [50-14-3(a)(1)];

(2) Mediation. Gatherings involving the IDA and one or more neutral third parties in mediation of a dispute between the IDA and any other party. In such a gathering, the neutral party may caucus jointly or independently with the parties to the mediation to facilitate a resolution to the conflict, and any such caucus shall not be subject to the requirements of the Open Meetings statute. Any decision or resolution agreed to by the IDA at any such caucus shall not become effective until ratified in a public meeting and the terms of any such decision or resolution are disclosed to the public. Any final settlement by which the IDA has formally resolved a claim or dispute shall be

subject to the provisions of O.C.G.A. sections 50-18-70 et seq. (Inspection of Public Records) [50-14-3(a)(5)].

(3) Executive Session.

(a) The Members may not go into an executive session unless (1) the executive session is on a meeting’s agenda or (2) the Members vote in a meeting to go into executive session. Participation in executive session is limited to Members and other persons permitted by law. The IDA shall conduct an executive session only in compliance with O.C.G.A. sections 50-14-1 et seq. Pursuant to Georgia’s Open Meetings law, O.C.G.A. section 50-14-3, executive session shall be permitted for meetings when the IDA is discussing, deliberating, or voting:

(i) to authorize the settlement of any matter which may be properly discussed in executive session in accordance with O.C.G.A. section 50-14-2(1), which provides in relevant part as follows: “[A] meeting otherwise required to be open to the public . . . may be closed in order to consult and meet with legal counsel pertaining to pending or potential litigation, settlement, claims, administrative proceedings, or other judicial actions brought or to be brought by or against the [IDA] or any officer or employee or in which the [IDA] or any officer or employee may be directly involved; provided, however, the meeting may not be closed for advice or consultation on whether to close a meeting . . . “ [O.C.G.A. section 50-14-3(b)(1)(A)] However, Members may enter into executive session for the purposes stated in this paragraph only when the IDA’s legal counsel is present in executive session.

(ii) to authorize negotiations to purchase, dispose of, or lease property. [O.C.G.A. section 50-14-3(b)(1)(B)]

(iii) to authorize the ordering of an appraisal related to the acquisition or disposal of real estate. [O.C.G.A. section 50-14-3(b)(1)(C)]

(iv) to enter into a contract to purchase, dispose of, or lease property subject to approval in a subsequent public vote. [O.C.G.A. section 50-14-3(b)(1)(D)]

(v) to enter into an option to purchase, dispose of, or lease real estate subject to approval in a subsequent public vote. No

decision made in executive session to acquire, dispose of, or lease real estate, or to settle litigation, claims, or administrative proceedings, shall be binding on the IDA until a vote is taken in an open meeting where the identity of the property and the terms of the acquisition, disposal, or lease are disclosed before the vote or where the parties and principal settlement terms are disclosed before the vote. [O.C.G.A. section 50-14-3(b)(1)(E)]

(vi) upon the appointment, employment, compensation, hiring, disciplinary action or dismissal, or periodic evaluation or rating of an employee or interviewing applicants for the position of the executive of the IDA. This provision shall not apply to the receipt of evidence or when hearing argument on personnel matters, including whether to impose disciplinary action or dismiss an employee or when considering or discussing policy regarding the IDA’s employment or hiring practices. The vote on any matter covered by this paragraph shall be taken in public. [O.C.G.A. section 50-14-3(b)(2)]

(vii) regarding any security plan made pursuant to O.C.G.A. section 15- 16-10(a)(10).

(b) Additional provisions applicable to executive session.

(i) Executive session shall be permitted for portions of meetings during which the IDA considers materials exempt from public disclosure under O.C.G.A. sections 50-18-70 et seq. (Inspection of Public Records) and there are no reasonable means by which the IDA can consider the record without disclosing the exempt materials. [O.C.G.A. section 50-14-3(b)(4)]

(ii) The Presiding Officer shall have responsibility for ensuring compliance with the laws governing executive session, and shall sign an affidavit as required by O.C.G.A. section 50-14-4.

(iii) Except as where permitted by law, no action shall be taken in executive session, and any vote on matters discussed in executive session shall be taken after the meeting is re-opened to the public or at a future public meeting.

(iv) A meeting may not end in executive session.

(F) Parliamentary Procedure. All meetings, including executive session, shall abide by the latest version of Robert’s Rules of Order. The abridged version shall be acceptable, whether in print or online.

(G) Telephone participation. Members may participate in meetings telephonically as long as proper notice of the meeting has been provided and, if fewer than quorum of the members of a body or committee thereof are physically present, means have been afforded for the public to have simultaneous access to the teleconference meeting.

(H) Minutes of Meetings Generally. The IDA shall take minutes of Regular, Special, and Committee meetings. The IDA shall make these minutes available to the public once approved by the Members. Minutes shall include the following information:

(1) The names of the following persons and whether they are present or not: Members;

Non-voting Officers; Legal Counsel; and Executive Director.

(2) The names of the following persons if present:

Persons who address the IDA, whether in open meeting or in executive session,

Governmental officials; Representatives from news media; and

All other persons whose identities are known to the IDA’s Members or recording secretary.

(3) A brief description of each proposal or motion coming before the IDA.

(4) A list of those Members making and seconding each proposal or motion.

(5) A list of each Member’s vote (or a statement of unanimity if appropriate).

(6) Any documents furnished by the Executive Director, and Member, or any non-Member Officer.

(7) Any documents showing the financial condition of the IDA.

(I) Minutes of Executive Sessions. Minutes of executive sessions shall be recorded but shall not be open to the public. Such minutes shall specify each issue discussed in executive session. In the case of executive sessions where matters subject to the attorney-client privilege are discussed, the fact that an attorney-client discussion occurred and its subject shall be identified, but the substance of the discussion need not be recorded and shall not be identified in the minutes. Such minutes shall be

kept and preserved for in camera inspection by an appropriate court should a dispute arise as to the propriety of any executive session.

(J) Meeting Summary. Within 48 hours after the close of a meeting, the IDA shall make publicly available a statement showing the names of the Members present and a list of matters brought before the meeting for discussion.

ARTICLE IV – OFFICERS

(1) Election of Officers. At its first Regular Meeting of each calendar year, the Members shall elect Officers to fill the required positions, as set forth in paragraph (2), below. The Members shall set a prescribed term of office for any given officer position. Officers shall serve from the moment of election until the sooner of (1) the next election of Officers or (2) the termination of an Officer’s status as a Member.

(2) Required Positions. The IDA shall have a Chair, a Vice Chair, a Treasurer, and a Secretary, all of whom must be Members.

(A) Chair. The Chair shall be the principal officer of the IDA and shall preside at Regular, Special, and Emergency meetings. The Chair shall have the authority to sign and execute on behalf of the IDA all documents, contracts, and obligations authorized by the IDA. The Chair shall appoint committees and committee chairs as may be advisable. The Chair shall be a member of all committees. The Chair shall have signature authority on IDA bank and other financial accounts as are needed to allow for the functionality of the IDA. The Chair may assign duties and functions to other Members and the Executive Director.

(B) Vice-Chair. The Vice-Chair shall perform duties such as may be assigned by the Chair. In the absence of the Chair, or in the event of the disability, inability or refusal to act of the Chair, the Vice-Chair shall perform the duties of the Chair. The Vice- Chair shall have signature authority on IDA bank and other financial accounts as are needed to allow for the functionality of the IDA.

(C) Secretary. The Secretary shall provide for the keeping and reporting of the minutes of IDA meetings, resolutions, documents, and Bylaws. The Secretary shall give appropriate notices in accordance with the Bylaws and as required by law. The Secretary shall act as custodian of IDA records. The Secretary shall serve as the IDA’s Open Records Officer. The Secretary may assign routine functions to the Executive Director. The Secretary shall have signature authority on IDA bank and other financial accounts.

(D) Treasurer. The Treasurer shall have general oversight and supervision of the finances of the IDA. The Treasurer shall have the responsibility of keeping financial records, audits and accounts on any and all accounts held on or for the IDA. The Treasurer shall review the IDA’s Annual Audit, Annual Budget and all other filings that may be required. The Treasurer shall make timely reports to the IDA as to its financial condition. The Treasurer may assign routine functions to the Executive Director. The Treasurer shall have signature authority on IDA bank and other financial accounts.

(3) Assignment of Duties. The Chair may assign other duties to any officer from time to time. Officer duties may be designated to the Executive Director or bookkeeping personnel by the IDA as are practical to conduct the daily affairs of the IDA.

(4) Multiple Positions. A Chair or Vice Chair may also serve as Treasurer (but not both Treasurer and Secretary) at the same time. One Member may serve as both Treasurer and Secretary at the same time.

(5) Re-Election. A Chair, Vice Chair, Treasurer, or Secretary (other than Recording Secretary) shall serve in such capacity until the sooner of the following to happen: election of new Officers or termination of the Member’s position for any reason.

(6) Replacement. Upon the resignation, death, or other termination of an Officer, the Members shall elect a replacement.

(7) Optional Officers. The IDA may elect non-Members to serve in the following support or advisory positions:

(i) Recording Secretary,

(ii) Consulting Associate, and

(iii) Other positions deemed beneficial to the IDA.

An Optional Officer need not be a Member. If such Officer is not a Member, he or she may not

(a) tender proposals or motions for a vote by Members,

(b) vote on proposals or motions, or

(c) participate in an executive session.

An Optional Officer may participate in IDA meetings, and shall fulfill such duties as the Members deem beneficial to the IDA, but an Optional Officer may not have any duties or authority reserved by law to Members.

Upon the resignation, death, or other termination of an Optional Officer, the Members may, but are not required to, elect a replacement.

ARTICLE V – EXECUTIVE DIRECTOR

(1) Duties. The Executive Director shall be the primary administrative manager for the IDA and shall

(A) be a non-voting member of all committees,

(B) administer routine operations within the IDA as directed,

(C) prepare a proposed annual budget for approval by the Members,

(D) prepare all routine reporting, validation, certification, compliance, and any other documents as needed for the function of the IDA.

A general functional description of the activities of the Executive Director shall be maintained by the IDA.

(2) Spending Authority. The Executive Director shall have no authority for expenditures.

ARTICLE VI – ETHICS

(1) Governing Ethics Statute. Members shall be bound by the Georgia Code of Conduct for Public Officials, codified at O.C.G.A. section 45-10-3, a copy of which is attached as Exhibit 2.

(2) Affiliations Permitted. Members may serve on other public boards or authorities. Members shall disclose to the IDA all memberships on other governing boards and authorities in Dade County other than religious organizations.

(3) Conflict of Interest. Members and Officers shall not use their position to influence the IDA’s decisions or discussions where they have a material financial interest; or where there is an organizational responsibility or personal relationship interest which may result in a real or apparent conflict of interest. The Members shall determine in regular open session whether the disclosure in fact constitutes a material significance and shall vote to allow or disallow the Member of Officer in question to participate further in any proceedings. A “material financial interest” shall mean any interest which may reasonably be expected to result in a direct financial benefit to such Member or Officer, as determined by the IDA. Members and Officers shall disclose investments, interest in real property or businesses, and sources of income or gifts that may present a conflict of interest. Members shall sign a Conflict of Interest statement acknowledging when a

disclosure is determined by the Members to have the potential to constitute a material significance to the Member or Officer. The IDA’s determination of conflict of interest regarding a Member or Officer’s financial, organizational or personal interest shall be final and not subject to review.

(4) Business with a Member or Officer. The IDA may purchase from, sell to, borrow from, loan to, contract with, or otherwise do business with a Member or Officer or any organization or person with which a Member or Officer has a substantial interest or involvement provided the Member or Officer: 1) disclose the interest in advance to the board and have such recorded in the minutes, 2) not be present at that portion of an IDA meeting during discussion or decision on the matter and 3) not participate in any IDA decision relating to the matter. A “substantial interest or involvement” shall mean any interest or involvement which may reasonably be expected to result in a direct financial benefit to such Member or Officer, as determined by the IDA, whose determination shall be final and not subject to review.

(5) Recusal. A Member shall recuse himself or herself in the following manner.

(A) disclose prior to any item included on the approved agenda or prior to any discussion in any meeting the potential for a conflict of interest as defined in these Bylaws,

(B) the Secretary shall enter the disclosure into the minutes,

(C) the Members shall discuss the full details of the disclosure and motion for decision on whether in the opinion of the Members the Member in fact may have the opportunity to receive material gain from substantial interest or involvement in the pending subject or project to be discussed as official business of the IDA.

(D) the Member shall not be allowed to vote on any motion regarding the declaration,

(E) upon a majority vote of the Members in favor of recusal, the Member in question shall not be present at that portion of any IDA meeting during discussion or decisions on the matter, and shall not serve on any committees relating to the matter.

ARTICLE VII -- CONFIDENTIALITY

No Member or Officer shall disclose, either during or after tenure, any confidential information obtained as a result of having served on the IDA, without first having obtained the written consent of the IDA to do so.

ARTICLE VIII – OBTAINING FAIR MARKET VALUE

The Members and the Executive Director shall ensure adherence with Article III, Section VI, Paragraph VI, of the Georgia Constitution, which prohibit a donation or gratuity without

obtaining fair market value, substantial benefit, or its equivalent in an exchange for any general transaction; and the IDA shall not dispose of publicly owned property without obtaining fair market value or its equivalent in exchange. The definition of fair Market value or its equivalent is generally defined under the following Opinions of the Georgia Attorney General: 1971 U71- 17, 1995 95-25, and 1997 97-6 and 97-14.

ARTICLE IX -- TRAINING

In accordance to Georgia Department of Community Affairs guidelines, all Members shall receive state certified economic development training during the first year of their appointment. Copies of training certificates from all Members shall be kept on file as part of the public records of the IDA. Any Member that accepts a subsequent term shall receive refresher economic development training from a state certified facility during his or her first year upon returning for an additional term. Training expenses shall be paid for or reimbursed by the IDA under the standing business expense policy.

ARTICLE X – IDA SPOKESPERSON

The Chair and the Executive Director shall serve as spokespersons for the IDA whenever comment or request for information is sought by a member of the news media. The Chair and the Executive Director may also refer any such matter to the IDA’s legal counsel as circumstances warrant.

ARTICLE XI – CONTRACTS AND DEEDS

For a contract or real estate deed to bind the IDA, it must bear the signatures of two individuals, those of

(i) the Chair or Vice Chair, and

(ii) the Vice Chair, Treasurer or Secretary.

ARTICLE XII – PROVISIONS IN CONFLICT

If there is any conflict between any provision of these Bylaws and the governing Constitutional Amendment and relevant statutes, the Constitutional Amendment and statutes shall control.

ARTICLE XIII - AMENDMENT

These Bylaws may be amended by the affirmative vote of a majority of a quorum present at any Regular or Special Meeting.

The foregoing Bylaws were adopted by the Dade County Industrial Development Authority the 16th day of September, 2019.