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AGENDA ITEM REVIEW FORM |
6.C.
Regular City Council Meeting
- Meeting Date:
- 01/25/2017
- Department Head:
- Kay Macuil
- Submitted By:
- Kay Macuil, City Attorney, Attorney's Office
Action Requested:
Motion
Resolution
Resolution
ITEM:
Discussion and possible action on any all matters regarding Resolution No. 1176. A resolution of the Mayor and City Council of the City of San Luis, Arizona, approving the Fourth Amended and Restated Bylaws of the Greater Yuma Port Authority, Incorporated, an Arizona Nonprofit Corporation. (Kay Marion Macuil, City Attorney)
SUMMARY:
Vice Mayor Matias Rosales is the representative for the City of San Luis on the Board of Directors for the Greater Yuma Port Authority (GYPA). The current members of GYPA are Yuma County, San Luis, Somerton and the Cocopah Tribe. In order to allow the City of Yuma to join, the bylaws of the GYPA need to be amended. The GYPA has approved the attached 4th Amended and Restated Bylaws. Each member needs to also approve them to become effective.
What has not changed is they way the Board of Directors are chosen. Directors of the board are appointed by the member entities. So, for the City of San Luis, City Council appoints its representative to the Board of Directors as a voting member of the Board. Each Director gets one vote so no entity has more voting weight than another.
What has not changed is they way the Board of Directors are chosen. Directors of the board are appointed by the member entities. So, for the City of San Luis, City Council appoints its representative to the Board of Directors as a voting member of the Board. Each Director gets one vote so no entity has more voting weight than another.
The changes to the bylaws are shown on the red-line version of the bylaws attached to this agenda item. In summary the important changes for consideration are:
Section 4.10 is proposed to be changed in two ways. First, currently a representative can be removed with or without cause. The proposed amendment to Section 4.10 changes so that a member can only be removed for cause. Note: this takes away the power of Members to remove representatives without having a reason to do so (in our case, the powers of San Luis through its City Council). Second, the proposed amendment of Section 4.10 adds that a majority of GYPA's Directors can request that the Members (in our case San Luis through City Council) remove the City's representative Director if that representative Director engages in conduct which a majority of the remaining Directors believe is detrimental to the best interests of GYPA. This doesn't change any of the Member's (City Council's) powers since it is only a request from GYPA that the City can choose to follow or not.
Section 5.2 is a new section providing for a dollar amount for new members to join. The amount is more if the population is more. For the City of Yuma to join now, it will need to contribute $50,000.00 to join since their population is around 90,000.
Section 5.3 all members must pay annual dues which are set in this amendment. For the City of San Luis it will be $25,000.00.
Article VI is added making routine but more details about the conduct of business including adding the power to create committees. A two-thirds (2/3) vote of the Directors can remove officers for neglect of duty. The officers are the Chair person, the Vice Chairperson, and the Secretary/Treasurer of the Board of Directors.
Article VIII has the provisions for liability and indemnification moving them from Section 10.5. These provisions haven't changed. It just provides that the Directors are not personally liable for the business of GYPA and that GYPA will purchase insurance.
Section 5.2 is a new section providing for a dollar amount for new members to join. The amount is more if the population is more. For the City of Yuma to join now, it will need to contribute $50,000.00 to join since their population is around 90,000.
Section 5.3 all members must pay annual dues which are set in this amendment. For the City of San Luis it will be $25,000.00.
Article VI is added making routine but more details about the conduct of business including adding the power to create committees. A two-thirds (2/3) vote of the Directors can remove officers for neglect of duty. The officers are the Chair person, the Vice Chairperson, and the Secretary/Treasurer of the Board of Directors.
Article VIII has the provisions for liability and indemnification moving them from Section 10.5. These provisions haven't changed. It just provides that the Directors are not personally liable for the business of GYPA and that GYPA will purchase insurance.
RECOMMENDATION / SUGGESTED MOTION:
I MOVE TO APPROVE RESOLUTION NO. 1176.
Fiscal Impact
- IS THERE FISCAL IMPACT ASSOCIATED WITH THIS ITEM:
- N/A
- CITY/STATE/FEDERAL FUNDS:
- N/A
- TOTAL:
- N/A
- BUDGETED:
- N/A
- AVAILABLE TO TRANSFER:
- N/A
- GL ACCT # & NAME/REMAINING BALANCE BEFORE PURCHASE:
- N/A
FISCAL IMPACT STATEMENT (IF THIS IS A BUDGET TRANSFER, YOU MUST ATTACH THE BUDGET ADJUSTMENT FORM):
There is no fiscal impact for this agenda item.