CRA RESOLUTION NO "

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1 CRA RESOLUTION NO " A RESOLUTION APPROVING CHANGES TO THE BYLAWS OF THE YBOR CITY DEVELOPMENT CORPORATION CONCERNING APPOINTMENTS TO ITS BOARD OF DIRECTORS; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Ybor City Development Corporation ("YCDC") is the advisory board to the Ybor I and II CRA districts; and WHEREAS, on August 22, 2017, YCDC changed its corporate bylaws by due motions and unanimous votes to modify the make-up of its Board of Directors; and WHEREAS, CRA has no objection to those changes. NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA, FLORIDA: Section 1. approved: That the following changes to the YCDC corporate Bylaws are hereby A. Section 3.1. That the Board "shall consist of up to 25 Directors." B. Section 3.3. Change the "Multi-use Complex category to Finance and Banking. C. Section 3.3 Substitutes the phrase "Ensuring representation from the Categories" to "Nominees that represent the Categories". Section 2. That this Resolution shall take effect immediately upon adoption. MOVED AND ADOPTED BY THE C01\1 UNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA ON THIS!i!!2DAYOF Ndv~mh-e,, PREPARED BY AND APPROVED AS TO LEGAL SUFFICIENCY: EIS JORGE MARTIN SENIOR ASSIST ANT CITY ATTORNEY/CRA ATTORNEY

2 YBOR CITY DEVELOPMENT CORPORATION BYLAWS Revised 10/28/14 ARTICLE I OFFICES Section 1.1 Current Registered and Principal Office. The current registered and principal office of the Corporation shall be maintained at 2015 E. 7 th Ave., Tampa, Florida Section 1.2 Other Offices. The Corporation may have offices at such other place or places within or without the State of Florida as the Board may from time to time establish. Section 1.3 Registered Agent for Service of Process. The Corporation s Board shall have the right to designate a registered agent for service of process, who may be an individual or a corporation. The registered agent so designated shall serve until a successor is designated by the Board. ARTICLE II PURPOSES AND POWERS Section 2.1 General Purpose. The purposes for which the Corporation is organized are exclusively religious, charitable, scientific, literary, and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law. Those purposes are to lessen the obligation, duties, responsibilities and burdens of the government of the City of Tampa within the Ybor City area and surrounding areas and to facilitate, advance and effect the improvement, development, redevelopment and revitalization of Ybor City and surrounding areas in the City of Tampa, Florida and to perform any and all lawful activities as are necessary and desirable for the management and operation of the Corporation and as are related to or incidental thereto. Section 2.2 Specific Purposes. Without limiting the generality of the purposes described in Section 2.1 above, the purposes of the Corporation include: a) To undertake, directly or indirectly, the development of the Ybor City redevelopment area and the surrounding areas within the City of Tampa. b) To undertake any activity contributing to the elimination of slums and blight within the Ybor City redevelopment area of the City of Tampa. c) To undertake any activity which assists or contributes to the efforts of the City of Tampa or the Community Redevelopment Agency of the City of Tampa. 1 P a g e

3 d) To insure that the interests of residents, property owners, businesses and other stakeholders in the area are represented in key decisions relating to the Community Redevelopment Area (CRA) Plan and Tax Increment Fund (TIF) budget for their area. Section 2.3 Public Purposes. The Corporation shall have all rights and powers conferred on corporations not for profit or permitted under the laws of the State of Florida or which may hereafter be conferred or permitted, which are necessary or convenient to effect any and all purposes for which the Corporation has been created including, but not limited to, the following: the power to purchase, lease, or otherwise acquire, improve, construct, own, hold, use, maintain, operate, exchange, encumber, sell, convey or otherwise dispose of, real and personal property of every kind, nature or description, borrow funds to further expand, enhance, support or maintain the activities of the Corporation; employ or retain such persons as are deemed necessary for the Corporation to carry out its purposes; and make and perform contracts of every kind for any lawful purpose without limit as to the amount, with any person, firm, association, corporation, municipality, state, government or municipal or political subdivision. The Corporation shall be operated exclusively for non-profit public and charitable purposes and no part of the net earnings of the Corporation shall inure to the benefit of any individual or shareholder except as compensation for services rendered. Section 2.4 Prohibition Against Political Involvement. The Corporation shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation; nor shall it participate or intervene (by publication or distribution of any statements or otherwise) in any political campaign on behalf of any candidate for public office. ARTICLE III DIRECTORS Section 3.1 Directors. The purposes of the Corporation shall be promoted and fostered by a Board of Directors. The Board of Directors following the adoption of these Bylaws shall consist of twenty-five (25) Directors. Thereafter the number of Directors which shall constitute the whole Board shall be established and the Directors designated from time to time by the Board. Directors should live, work or own property in the redevelopment area and/or have significant interests within Ybor City s area of influence. Some of the Directors should have a background or expertise in the redevelopment process, such as neighborhood planning, real estate development, law and/or marketing. The membership should represent the diversity of stakeholders in the area. When specific expertise cannot be provided by community stakeholders, that expertise can be obtained through nomination of At Large members to the Board. 2 P a g e

4 Section 3.2 Emeritus Members. Those individuals serving as Emeritus members of the Board, at the adoption of these Bylaw revisions, may continue to retain such designation in a nonvoting advisory capacity. At any time that an Emeritus member desires to be considered a voting Director of the Board, that individual must (upon accepting nomination) resign from Emeritus status, but may regain said status upon leaving the role of elected Director. Emeritus members are not subject to reelection, and remain members until they resign or are removed by action of the Board. Section 3.3 Election and Term. A Nominating Committee shall be appointed every two years by the Board of Directors to present a slate of nominees to the Board ensuring representation from the categories listed below, and geographic representation from Ybor Community Redevelopment Areas 1 & nominees should represent the following categories: Retail Bar Restaurant Professional Office Hotel/Bed & Breakfast Property Owner Multifamily Residential Entertainment / Events Multi-use Complex At Large 10 Ex Officio nominees (voting) will be appointed by the following organizations: Historic Ybor Homeowners Association East Ybor Historic Civic Association Ybor City Chamber of Commerce Ybor City Museum Society Barrio Latino Commission Hillsborough Community College GaYbor District Coalition Ybor City Roundtable Ybor Merchant Association Hillsborough County Sheriff s Office Upon the Board s approval of the Nominating Committee s slate of nominees, the slate shall be presented to the CRA Board for approval prior to election by the seated Board of Directors. Once elected by a majority vote of the seated Board of Directors, the length of terms of office shall be two years. A Director may serve an additional two-year term if the Board of Directors and CRA Board support a reappointment. There will be a minimum of a one year gap for additional terms. If, however, candidate members are not forthcoming, members may be approved to continue service until new members are identified. 3 P a g e

5 The term limits in this section also apply to Ex Officio members. Every two years, Ex-Officio organizations can request the continued service of their representative on the Committee if they are the only member nominated by the Ex Officio organization. Affirmation of Ex Officio candidates is subject to the discretion of the YCDC Board and the CRA Board at the end of each 2-year term. Section 3.4 Removal. Any Director may be removed with or without cause at any time by the affirmative vote of a majority of the Directors entitled to vote at a meeting of the Directors. New Directors to fill the vacancies thus created shall be elected and designated in accordance with Section 3.1 and 3.3 of the Article III. A Director may be removed from the Board in the event he/she has three absences unexcused by the Chairman within one year. Additionally, if a Director knowingly violates the Sunshine or Conflict of Interest provisions of this policy, their service will be terminated. All Directors serve at the pleasure of the CRA Board and the CRA Board can manage Board membership in any way they believe serves the purposes of the CRA. Section 3.5 Meetings. The Board of Directors of the Corporation may hold meetings whether annual or special, either within or without the State of Florida. All meetings of the Board or its committees shall be publicly noticed in accordance with Florida Statutes, Chapter 286 referenced in Article X. The annual meeting of the Board of Directors for transacting such business as may be brought before the meeting shall be held on such date in the month of October in each year and at such time and place as the Board of Directors may determine; provided, however, the Board of Directors may by resolution and for convenience designate any meeting of the Board of Directors as the annual meeting in lieu of the annual meeting as provided by these Bylaws. The Board of Directors may by resolution provide for the time and place of other regular meetings, and no notice of such regular meetings need be given. All other meetings of the Board may be called on the written request of (I) the Executive Director, (II) the Chairman of the Board, or (III) one-third or more of all Directors at such time and place as shall be stated in the written request for the meeting. Section 3.6 Notice of Special Meetings. Written public notice of the place, day and hour of any special meeting of the Board of Directors shall be given by or under direction of the Secretary, to each Director at least three (3) days before the meeting, by mail, personal delivery, facsimile transmission, electronic mail, telegram, or cablegram. Section 3.7 Quorum and Voting. At all meetings of the Board, 51% of the Directors then in office shall constitute a quorum for the transaction of business, which total shall exclude Emeritus Directors. The act of a majority of Directors present at a meeting where a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Articles of Incorporation or by these Bylaws. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may 4 P a g e

6 adjourn the meeting, without further notice, from time to time and place to place until a quorum shall have been obtained. Section 3.8 Committees. The Board may from time to time appoint such committees and delegate such duties and powers thereto as it may deem advisable, provided that no delegation of power to such other committees shall include any of the powers excluded under applicable law. Section 3.9 Attendance by Telephone or Computer. Any member or members of the Board of Directors or any committee shall be deemed present and voting at a meeting of the Board or committee if said member or members participate in the meeting by means of a conference telephone, computer, or similar communications equipment or device enabling all persons participating in the meeting to communicate with one another. Section 3.10 Directors Reliance. In performing his or her duties, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial dates, if prepared or presented by: (A) One or more officers or employees of the Corporation whom he or she reasonably believes to be reliable and competent in the matters presented; (B) Legal counsel, public accountants or other persons as to matters which he or she reasonably believes to be within such persons professional or expert competence; or (C) A duly designated committee of the Board of Directors which he or she is not a member if the Director reasonably believes the committee merits confidence. A Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A Director is not liable for any action taken as a Director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with the Section ARTICLE IV EXECUTIVE DIRECTOR Section 4.1 Executive Director. The Board may hire a Chief Administrative officer to be known as the "Executive Director" to assume those duties and responsibilities that may be prescribed by the Board at its sole discretion. 5 P a g e

7 ARTICLE V OFFICERS Section 5.1 Officers. The Officers of this Corporation shall consist of a Chairman of the Board, Vice Chairman, Secretary and Treasurer, and such other officers, with such titles, powers and duties as may be prescribed from time to time by the Board. They shall be elected by the Board at its annual meeting. Each officer, except the Chairman of the Board, shall be deemed to be also an Assistant Secretary of the Corporation. Section 5.2 Term of Office. Each officer shall hold office for 2 years and until such officer s successor is duly elected and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board. The Vice Chairman shall serve as Chairman Elect to assure a smooth transition at the end of the Chair s term of service. The outgoing Chair will serve one year as Immediate Past Chair (retaining voting rights) to help provide continuity. The Chairman s and Vice Chairman s terms as members of the Board will be modified if necessary, by the YCDC Board and CRA Board to accommodate terms of service in these key leadership roles. Section 5.3 Removal of Officers. Any officer may be removed at any time with or without cause by action of the Board by the affirmative vote of a majority of the Directors then in office. Election or appointment of an officer shall not of itself create contract rights. This provision shall not prevent the making of a contract of employment for a definite term with any officer. Section 5.4 Powers and Duties. (A) In General. The officers of the Corporation shall have such powers and duties as generally pertain to their respective offices, including the powers and duties provided by these Bylaws, as well as such powers and duties as from time to time may be conferred by the Board. (B) Chairman of the Board. The primary duties of the Chair will be to 1) maintain an effective working relationship with the City s Development Manager who represents their area, 2) provide leadership to insure appropriate community involvement in the redevelopment process, and 3) guide the Board in its representation of community needs to the Department of Economic and Urban Development The Chairman of the Board shall also: (1) preside at all meetings of the members, and at all meetings of the Board; 6 P a g e

8 (2) present at each annual meeting of the Directors a report of the condition of the business of the Corporation. (3) cause to be called regular and special meetings of the Directors in accordance with these Bylaws; (4) sign and make contracts and agreements in the name of the Corporation; (5) see that the books, reports, statements and certificates required by statute are properly kept, made and filed according to law; (6) sign certificates representing shares, notes, drafts or bills of exchange, warrants or other orders for the payment of money duly drawn on behalf of the Corporation; (7) have general charge of and control over the affairs of the Corporation and perform all the duties incident to such position and office, including the purchase by the Corporation of any tangible or intangible assets, the enforcement of these Bylaws and all other things which the president of a corporation is required to do by law; and (8) submit a complete report of the operations, transactions and financial condition of the Corporation to each Director of the Corporation at the times specified by Resolution of the Board. (C) (D) (E) Vice Chairman. The Vice Chairman of the Board shall: (1) in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman; and (2) perform such other duties and have such other powers as the Board may from time to time describe. Secretary. The Secretary shall: (1) keep the minutes of the meetings of Directors in appropriate permanent books of records; (2) give an serve all notices of the Corporation; (3) be the custodian of the records and of the seal, and affix the latter when required; (4) keep the membership books in the manner prescribed by law; and (5) attend to correspond and perform all the duties incident to the office of the Secretary. Treasurer. The Treasurer shall: 7 P a g e

9 (1) keep accounts of and have the care and custody of and be responsible for the funds and securities of the Corporation; (2) deposit such funds in the name of the Corporation in such bank or banks, trust company or trust companies, or safe deposit vaults as the Board may designate; (3) exhibit, at times required by law or these Bylaws, the corporate financial books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; (4) render a statement of the condition of the finances of the Corporation at each regular meeting of the Board, and at such other times as it shall be required of the Treasurer, and a full financial report at the annual meeting of the Board; (5) keep at the office of the Corporation current books of account of all of his or her business transactions and such other books of account that the Board may require; and (6) do and perform all other duties pertaining to the office of the Treasurer. Section 5.5 Delegation of Duties. In the case of the absence or disability of any officer of the Corporation or for any other reason deemed sufficient by a majority of the Board, the Board may delegate such officer s respective powers or duties to any other officer or to any Director for a specified period or until said delegation is revoked by the Board. ARTICLE VI NOTICES Section 6.1 Recording. Whenever these Bylaws require notice to be given Directors, or committee members, proof of such notice whether given by mail, by facsimile transmission, by telegraph, by cablegram or by personal delivery shall be recorded and filed by the Secretary in the minute book and incorporated into the minutes for the meeting to which such notice pertains. ARTICLE VII RESIGNATIONS Section 7.1 Resignation. Any Director, member of a committee or officer may resign at any time. Such resignation shall be made in writing, and shall take effect upon its acceptance by the Chairman or the Board. 8 P a g e

10 ARTICLE VIII VACANCIES Section 8.1 Vacancies. Any vacancy on the Board shall be filled by any qualified person appointed by the Board of Directors and the CRA Board. A person appointed to fill any vacancy shall hold his or her respective office for the unexpired term and until his or her successor shall be duly chosen. ARTICLE IX DEPOSITORIES, SIGNATURES AND SEAL Section 9.1 Depositories. All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks or other financial institutions as the Board may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board may from time to time designate. Section 9.2 Contracts and Deeds. Except as otherwise specifically provided by these Bylaws, all contracts, agreements, deeds, bonds, mortgages and other obligations and instruments shall be signed on behalf of the Corporation by the Chairman of the Board or by such other officer, officers, agent or agents as the Board may from time to time by resolution provide. Section 9.3 Official Seal. The corporate seal of the Corporation shall be capable of making a circular impression on bond paper, which impression shall contain within the circle the name of the Corporation and the year of its establishment. The seal shall contain the words "corporation not for profit". When the seal is affixed to a document, the signature of the Secretary or an Assistant Secretary shall attest the seal. The seal and its attestation may be lithographed or otherwise printed on any document and shall have, to the extent permitted by law, the same force and effect as if it had been affixed and attested manually. ARTICLE X OPERATING IN THE SUNSHINE Section 10.1 Sunshine Provisions. The Board must operate in the Sunshine in accordance with Florida Statutes, Chapter 286. Operating in the Sunshine means that when there are meetings, telephone conversations or s involving two or more group members regarding recommendations by the Board of Directors to the CRA Board that 1) the meetings must be open to the public, 2) reasonable notice of the meetings must be given, and 3) minutes of the meetings must be taken and open to public inspection. 9 P a g e

11 ARTICLE XI CONFLICTS OF INTEREST Section 11.1 Disclosure, Knowledge, Fairness. Effective governance by the Board of Directors depends on deliberate, thoughtful, and fair decision making, based on the principle of ethical community leadership. The ability to make good decisions is sometimes affected by other interests. It is recognized that the process of maintaining an effective Board inherently involves seeking individuals that are and will continue to be active in the community. Conflicts of interest are a regular part of organizational life. The objective of this section is to permit the Board of Directors to manage potential conflicts of interest successfully, when they do occur. Any Board member may seek a conflict of interest opinion from the City s Ethics Commission. Section Actions Prohibited When Certain Financial Interests Involved (Subsections (a): 2-517(a), (b): 2-517(b), and (c): 2-517(c), City of Tampa Ethics Code). (a) No member of the Board shall participate in any official action directly or indirectly affecting a business in which he or any member of his immediate family or close personal relation has a financial interest. (b) No member of the Board shall have or acquire a financial interest in any enterprise, project, business entity or property when he or she believes or has reason to believe that his or her financial interest will be directly affected by his or her official Board recommendation. (c) No member of the Board shall have any interest, financial or otherwise, direct or indirect, or engage in any business or activity or incur any obligation of any nature which is in substantial conflict with the proper discharge of his or her duties in the public interest. Section Prohibited Voting Conflicts (Subsections (a): 2-519(a), Definitions of person and relative : 2-502, (b): 2-519(b), and (c): 2-519(c), City of Tampa Ethics Code). (a) No Board member shall vote or participate in his or her official capacity on any matter if that member knows or should know that doing so would inure, either directly or indirectly, to: His or her special private gain; or The special private gain of any person by whom he or she is retained, or The parent or subsidiary organization thereof; or The special private gain of a relative of the Board member. 10 P a g e

12 For the purpose of this provision, "special private gain" shall mean economic benefit of any kind which inures to the individual, as opposed to a class of similarly situated individuals. For the purpose of this provision person means any individual, firm, business entity, company, corporation (profit and not-for-profit), professional corporation or associations, group, organization, joint venture, partnership, limited partnership, agency, estate, trusts, business trust, syndicate, fiduciary, or other body having an independent existence and all other groups or combinations however constituted. For the purpose of this provision relative means an individual who is related to the Board member as father, mother, son, daughter, grandfather, grandmother, grandchild, brother, sister, uncle, aunt, first cousin, nephew, niece, husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, stepfather, stepmother, stepson, stepdaughter, stepbrother, stepsister, half brother, or half sister, or anyone who is engaged to be married to the member. (b) No member of the Board shall vote or participate on any matter in which the member has or holds a contractual relationship with an individual, business entity or agency subject to the regulation of the public board to which that member is appointed. In addition to any other provision of these Bylaws, a Board member may be removed from office by a majority vote of the Board of Directors or Community Redevelopment Agency of the City of Tampa, after review by and with the recommendation of the ethics commission, if such member has disclosed a conflict of interest in ten (10) percent or more of the matters that come before the Board. (c) Disclosure. A Board member who is prohibited from voting and participating on any matter pursuant to subsection (a) or (b) above, shall: (1) Publicly state to the Board the nature of his or her interest in the matter in which he or she is prohibited from voting and participating; and (2) Disclose the nature of his or her interest in the matter from which he or she is prohibited from voting and participating within fifteen (15) days after the vote occurs in a memorandum filed with the Secretary. The memorandum shall also be incorporated in the minutes of the Board meeting. ARTICLE XII INDEMNIFICATION Section 12.1 Indemnification in Proceedings Other Than Actions by, or in the Right of, the Corporation. The Corporation shall indemnify any person who was or is a party to any proceedings (other than an action by, or in the right of, the Corporation), by reason of the fact 11 P a g e

13 that he or she is or was a Director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding. Such indemnification shall include indemnification with regard to any appeal. Section 12.2 Indemnification of Persons Parties to a Proceeding by or in the Right of Corporation. The Corporation shall indemnify any person who was or is a party to any proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that her or she is or was a Director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as the director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the Board, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Section 12.3 Mandatory Indemnification. To the extent that a Director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section 12.1 or 12.2 above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses actually and reasonably incurred by him in connection therewith. Section 12.4 Authorization of Indemnification is Required. Any indemnification under sections 12.1 or 12.2, of this Article unless pursuant to a determination by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in section 12.1 or 12.2 of this Article. Such determination shall be made pursuant to the procedures and standards outlined in Florida Statutes, and and in this Article. Section 12.5 Additional Conditions to Indemnification. The Board, by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding to which the indemnification as the Board may deem appropriate, including, but not limited to, the right to assume the defense in appropriate circumstances, the right to select the attorney representing the indemnified person and the right to settle. Section 12.6 Prepayment of Expenses. Expenses (including attorney s fees) incurred in the defending a civil or criminal action, suite or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon a preliminary determination following the procedures set forth in section 12.4 of this Article that such indemnified person meets the applicable standard of conduct referred to therein and subject to any conditions imposed by the Board pursuant to this Article and the prior receipt by the Corporation of an undertaking satisfactory in form and substance to the Corporation that such person will promptly repay such amount unless it ultimately shall be determined that the person is entitled to be indemnified by the Corporation as authorized in this Article. 12 P a g e

14 Section 12.7 Indemnification Disallowed in Certain Circumstances. The indemnification provided pursuant to this Article shall not be made to or on behalf of any Director, officer, employee, or agent if a judgment or other final adjudication establishes that his or her actions, omissions to act, were material to the cause of action so adjudicated and constitute: (A) (B) (C) (D) a violation of the criminal law, unless the Director, officer, employee or agent has reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; a transaction from which the Director, officer, employee or agent derived an improper personal benefit; in the case of a Director, a circumstance under which the liability of provisions of Florida Statutes Section are applicable and preclude indemnification; or willful misconduct or a conscious disregard for the best interest of the Corporation in a proceeding by or in the right of the Corporation to procure a judgment in its favor. Section 12.8 Nonexclusivity. The Corporation shall have the power to make any other or further indemnification of any of its Directors, officers, members of any committee, or any other person that the corporation has the power by law to indemnify, including without limitation, employees or agents of the Corporation, under any bylaw, agreement, vote of disinterested Directors, or otherwise, both as to action in any official capacity and as to action in another capacity while holding such office, except and indemnification against gross negligence or willful misconduct. The indemnification as provided in this Article shall continue as to any person who has cease to be a Director, officer, employee, or agent and shall inure to the benefit of such person who has ceased to be a Director, officer, employee, or agent and shall inure to the benefit of such person s heirs and personal representatives. ARTICLE XIII GENERAL PROVISIONS Section 13.1 Fiscal Year. Except as otherwise determined by the Board, the fiscal year of the Corporation shall end on September 30 of each year. Section 13.2 Vote by Presiding Officer. The person acting as presiding officer at a meeting held pursuant to these Bylaws, if a voting member thereof, shall be entitled to vote on the same basis as if not acting as presiding officer. 13 P a g e

15 Section 13.3 Gender and Number. Whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural thereof. Section 13.4 Articles and Other Headings. The Articles and other headings contained in these Bylaws are for reference purposed only and shall not affect the meaning of interpretation of these Bylaws. Section 13.5 Minutes, Books and Records of Account. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Directors and other records as required by Section and Chapter 286, Florida Statutes. In accordance with Florida Statutes , the Corporation shall keep a membership book containing, in alphabetical order, the name and address of each Director. Section 13.6 Annual Financial Statements for Directors. The Corporation shall provide annual financial statements to its Directors as required by Sections and , Florida Statutes. Section 13.7 Annual Report for Department of State. The Corporation shall file an annual report with the Department of State of the State of Florida as required by Section , Florida Statutes. Section 13.8 Statutory Cites. Any references to sections of the Florida Statues in these Bylaws shall include all revisions and amendments to such sections. Any references to statutes contained in Chapter 607 of the Florida Statues shall be deemed to apply to the Corporation only to the extent that such sections are applicable to not for profit corporations. ARTICLE XIV EMERGENCY BYLAWS Section 14.1 Definition of Emergency. For purposed of this Article, and in accordance with Florida Statutes , an emergency shall be deemed to exist if a quorum of the Corporation s Executive Directors cannot readily be assemble because of some catastrophic event. Section 14.2 Emergency Powers of Acting Officer. If, as a result of an emergency, the Chairman and/or other officers are unable to perform their duties, (a) the powers and duties of the Chairman shall be held and performed by that officer of the Corporation highest on the list of successors (adopted by the Board for such purpose) who shall be available and capable of holding and performing such powers and duties; and, absent any such prior designation, by the Vice Chairman who shall be available and capable of holding and performing such powers and duties whose surname commences with the earliest letter of the alphabet among all such Vice Chairmen; or, if no Vice Chairman is available and capable of holding and performing such 14 P a g e

16 powers and duties, then by the Secretary or if the Secretary is likewise unavailable, by the Treasurer; (b) the officer so selected to hold and perform such powers and duties shall serve as Acting Chairman until the Chairman again becomes capable of holding and performing the powers of Chairman, or until the Board shall have elected a new Chairman or designated another individual as Acting Chairman; (c) such offer (or the Chairman, if such person is still serving) shall have the power, in addition to all other powers granted to the Chairman by law, the Articles of Incorporation, these bylaws and the Board, to appoint acting officers to fill vacancies that may have occurred, wither permanently or temporarily, by reason of such disaster or emergency, each of such acting appointees to serve in such capacity until the officer for whom the acting appointee is acting is capable of performing the duties of such office or until the Board (d) each acting officer so appointed shall be entitled to exercise all powers vested by law, the Articles of Incorporation, these Bylaws and the Board in the office in which such person is serving; and (e) anyone transacting business with the Corporation that a specified individual has succeeded to the powers and duties of the Chairman or such other specified officer and any person, firm, corporation or other entity to which such certificate has been delivered by such officers may continue to rely upon it until notified of a change by means of a writing signed by an officer of this corporation. Section 14.3 Emergency Power of Board. In anticipation of or during an emergency, the available Directors may relocate the Corporation s principal office or designate alternative officer or regional offices or authorize the officers to do so, for the duration of the emergency. In accordance with Florida Statutes , as amended from time to time, during an emergency: (A) (B) Notice of a meeting of the Board need be given only to those Directors whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; One or more officers of the corporation present at a meeting of the Board may be deemed to be Directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum; and (1) The Director or Directors in attendance at a meeting shall constitute a quorum. Section 14.4 Validity of Emergency Corporate Action. Corporate action taken in good faith during an emergency to further the ordinary affairs of the corporation under this Bylaw: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate Director, officer, employee, or agent. 15 P a g e

17 Section 14.5 Liability. An officer, Director, or employee acting in accordance with this or any other emergency bylaw is only liable for willful misconduct. Section 14.6 Termination of Effectiveness of Emergency Bylaws. To the extent not inconsistent with any emergency bylaw, the Bylaws of the corporation shall remain in effect during any emergency, and upon termination of the emergency, the emergency bylaws will cease to be operative. Section 14.7 Additional Emergency Bylaws. The Board may adopt additional bylaws to be effective during an emergency. ARTICLE XV AMENDMENTS The Board by majority vote at any Directors meeting at which a quorum is present may add any provision to or alter or repeal any provision of these Bylaws. Adopted: December 16, 2003 Revised: December 4, 2007 Revised: November 17, 2009 Revised: June 7, 2011 Revised: October 28, P a g e

18 CRA RESOLUTION NO A RESOLUTION APPROVING THE GRANT AND EXECUTION OF A GRANT AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA, FLORIDA, AND MIELKE DEVELOPMENT TAMPA LLC, TO FUND FA(;ADE IMPROVEMENTS ON PROPERTY LOCATED AT 3001 N. 36TH STREET, TAMPA, FLORIDA; APPROVING THE SUBORDINATION OF THE LIEN CREATED THEREBY UNDER ENUMERATED CIRCUMSTANCES; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Community Redevelopment Agency (the "Agency") established the Community Redevelopment Area Facade Grant Program (Program) to improve the appearance and functionality of properties in participating Community Redevelopment Areas (individually CRA or collectively CRAs) by providing financial assistance (Grant) for the rehabilitation and/or restoration of properties within those CRAs; and WHEREAS, the East Tampa CRA has allocated Tax Increment Financing (TIF) funds for the Program and is a participant in the Program; and WHEREAS, Mielke Development Tampa LLC (Owners), has applied for a Program Grant to construct fa9ade improvements on certain real estate located within the boundaries of the East Tampa CRA at 3001 N. 36th Street, Tampa, Florida (Property); and WHEREAS, Owners attached a property improvement plan (Project) to the Grant application (including a scope of work and Project budget) that is in compliance with all Program policies and requirements and the State and City building codes and standards; and WHEREAS, the Agency has approved a Grant in the amount of fifty percent (50%) of Project cost not to exceed Thirty Nine Thousand Four Hundred Ninety-Three Dollars & 00/100 ($39,493.00) to be used for constructing the qualified improvements described in the Grant application and Project budget; and. WHEREAS, the Owners have agreed to the imposition of a Notice of Lien and restriction on the sale of the Property for a period of five (5) years as required by Program policy. NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMPA, FLORIDA: Section 1. That the award of the fa9ade grant and execution of the Grant Agreement between the Agency and the Owners is hereby approved in the form of the copy attached hereto or in substantially similar form. 1

19 Section 2. The staff of the Community Redevelopment Agency is authorized to execute subordination instruments of the Notice of Lien filed of record in connection with this Grant Agreement to an existing superior mortgage for purposes of refinancing or new financing but only if the CRA lien retains and remains in the same lien position it enjoyed upon its first filing and recording. Section 3. The Chairman of the Community Redevelopment Agency of the City of Tampa is authorized and empowered to execute, and the Secretary to attest and affix the official Seal of the City to the Grant Agreement. Fund. Section 4. That grant funds not to exceed $39, shall be paid by East Tampa CRA Section 5. The proper officers of the City and CRA are authorized to do all things necessary and proper to carry out and make effective the provisions of this Resolution, which shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF TAMP A, FLORIDA, ON NOV O PREPARED BY AND APPROVED AS TO LEGAL SUFFICIENCY: EIS JORGE I. MARTIN SR. ASSIST ANT CITY ATTORNEY 2

20 Community Redevelopment Agency Facade Grant Program Grant Agreement Grant Agreement This Grant Agreement (Agreement) is entered into this day of, 20, by and among the Community Redevelopment Agency of Tampa, Florida (Agency), a body politic and corporate existing under the laws of the State of Florida and Mielke Development Tampa, LLC (Owner), through David Mielke as authorized agent, Owner of certain real estate located at 3001 N. 36 th Street, Tampa, Hillsborough County, and State of Florida. R E C I T A L S WHEREAS, the Community Redevelopment Agency established the Community Redevelopment Agency Facade Grant Program (Program) to improve the appearance and functionality of properties in participating Community Redevelopment Areas (individually CRA or collectively CRAs) by providing financial assistance (Grant) for the rehabilitation and/or restoration of properties within those CRAs. WHEREAS, the East Tampa has allocated Tax Increment Financing (TIF) funds for the Program and is a participant in the Program. WHEREAS, Owner has applied for a Program grant to construct improvements on certain real estate located at 3001 N. 36 th Street (Property) Tampa, Florida, as further defined in Exhibit A, and said Property is within the East Tampa. WHEREAS, Owner depicted or described a property improvement plan (Project) in the Grant application, including a scope of work and Project Budget that is in compliance with all Program requirements and City of Tampa building codes and standards. WHEREAS, the Agency has approved a grant to be used for constructing the qualified improvements described in the Grant application and Project budget. WHEREAS, Owner has agreed to continue to comply with the ongoing Program requirements for a period of five (5) years from the date of disbursement of grant funds. August 2016 Page 1 of 13

21 Community Redevelopment Agency Facade Grant Program Grant Agreement ARTICLE I: GRANT AWARD / AGREEMENT The Agency has approved a Grant in the amount of fifty percent (50%) of Project cost not to exceed Thirty Nine Thousand Four Hundred Ninety-Three Dollars & 00/100 ($ 39,493), to be used for constructing the qualified improvements described in the Grant application and Project Budget. As security for Grantor s payment to Grantee, the Grantee consents to the imposition of a Contractual Lien on the Grantee s Real Property located at 3001 N. 36 th Street, Tampa, Florida, as further defined in Exhibit A. Grantor, as Contractual Lien Holder, shall be entitled to all of the rights and remedies afforded to a Contractual Lien Holder under Florida Law, which rights and remedies shall be cumulative of all other rights, remedies, liens, and security interests afforded Grantor by law or this Agreement. Owner acknowledges that the financial assistance received through the Program represents good, valuable, and adequate consideration for the obligations undertaken by Owner in this Agreement. As a condition precedent to the disbursement of Grant funds for the Project, Owner shall execute the Lien and other documents reasonably required to create a restrictive covenant running with the land and deliver those documents to the Agency. If applicable, ARTICLE II: GRANT AWARD CONDITIONS / DISBURSEMENTS 1) Portions of the Project cost not funded by the requested Grant must be provided by Owner Funding. Owner Funding may consist of loans, lines of credit, funding from other programs (loans or grants), and owned assets (Owner Equity). The Grant award must be matched by Owner Equity in a ratio required by the program and Matrix. Owner must demonstrate their source of the Owner Funding and their ability to meet the Program s financial obligations. 2) Cost savings from the estimated Façade Project Budget, in the approved application on which the grant award is based, shall reduce the Grant award on an equal basis with Owner s Grant match. August 2016 Page 2 of 13

22 Community Redevelopment Agency Facade Grant Program Grant Agreement 3) The Project shall be constructed and completed in compliance with the following conditions below or as approved by the CRA Manager: a) Project work must start within the earlier of i) Three (3) months from the Grant award (Commitment Date), or ii) Thirty (30) days from the approval of a building permit (Permit Date). b) The Project must be completed within the later of: i) One (1) year from the Commitment Date, or ii) One (1) year from the Permit Date. c) All Project work must be properly permitted and completed in accordance with the Florida Building Codes and City of Tampa codes and standards. d) All work to be reimbursed by Façade Grant Funds is provided/performed by licensed contractors. e) All Project work must be materially similar to the approved Project Plans and comply with the Certificate of Appropriateness, if applicable. 4) Grant Disbursements shall not occur until the following Conditions are met: a) The Owner Match specified in Budget, as submitted to the Committee, is paid in full. 5) The cost of work performed each month shall be paid as follows: a) One hundred (100%) percent of the work not approved for Grant funding shall be paid by Owner, and b) Fifty (50%) percent of Grant approved work shall be paid by the Owner, and c) Fifty (50%) percent of Grant approved work shall be paid by the Grant, subject to: i) Only one (1) draw request and Grant disbursement shall be made each month. ii) All Grant disbursements shall be payable as directed by the CRA Manager. August 2016 Page 3 of 13

23 Community Redevelopment Agency Facade Grant Program Grant Agreement 6) Each draw request shall: a) Be signed by the Owner. b) Include documentation required by the Agency that verifies the following: i) Project contractor(s) received and properly credited previous payments from the Owner and Agency evidenced by lien waivers or other acceptable documents, and ii) The amount of the draw request is reasonable and directly related to qualified and approved Project costs. 7) A Property inspection will be made by an authorized representative of the Agency to ensure that the work was completed according to the requirements of ARTICLE II herein. 8) If all inspections and documents are approved, a Grant disbursement will be released. ARTICLE III: COVENANTS AND OBLIGATIONS The covenants and obligations set forth in this Agreement shall run with the land and remain in force and effect for a period of five (5) years from the date of disbursement under this Agreement. Exceptions to the following covenants and obligations, if any, shall be described in the Special Conditions in ARTICLE II. 1) Owner shall not lease the Property to adult uses, as defined in Sec of the City of Tampa Code of Ordinances. 2) Owner must have valid City of Tampa Business License as required. 3) Owner must maintain and provide proof of property insurance on the Property. 4) Payment of Ad Valorem taxes on the Property must be kept current. 5) Owner must continually maintain and keep the Property in good repair. August 2016 Page 4 of 13

24 Community Redevelopment Agency Facade Grant Program Grant Agreement 6) Owner agrees to allow the Agency, or its designee, access to the Property at all reasonable times to determine that the Property is being maintained and repaired. 7) Owner shall not sell or transfer any interest in the Property without the Agency s prior written consent, provided that nothing in this Agreement shall prohibit Grantee from encumbering the Property with a lien that is subordinate or inferior to the Grant Lien. The procedure for a proposed change of ownership is as follows: a) Owner must notify Agency in writing of the proposed change of ownership. Said notice must include the name of the proposed successor, a notarized affirmation from the proposed successor attesting to their willingness to be bound by this Agreement, and other information reasonably requested by Agency. b) If Agency, in its reasonable discretion, consents to the proposed change of ownership, the to-be new owner shall execute whatever documents are necessary to be bound by this Agreement prior to proceeding with the transaction. c) If Agency, in its reasonable discretion, declines to consent to the proposed change of ownership, Owner shall not proceed with the transaction. ARTICLE IV: DEFAULTS AND REMEDIES 1) Defaults: A default shall have occurred if: a) Grant proceeds are used for a purpose other than approved, qualified Grant expenses, or b) Any statement or representation made in connection with applying for the Grant, this Agreement, and/or disbursement of Grant funds proves to have been incorrect in any material respect when made, or c) Owner breaches any covenant, agreement, provision, representation, warranty, or obligation made in this Agreement. 2) Remedies in event of default: August 2016 Page 5 of 13