2.2 Powers of the Board.

   The Board is the governing body of the Agency. All policy making powers of the Agency shall be exercised by the Board.

2.3 Powers of the Executive Director.

   The Executive Director shall exercise all executive and administrative powers of the Agency. The Executive Director may also adopt executive policies consistent with policies adopted by the Board. A copy of all executive policies shall be provided to the Board within ten (10) days of adoption.

2.4 Seal of Agency.

   The Agency shall have a seal in a form which the Board shall approve.

2.5 Office of Agency.

   The office of the Agency shall be at such place in Ogden, Utah, as the Board may from time to time designate by resolution.

(Resolution 2023-17, 8-15-2023)

ARTICLE III: OFFICERS:

3.1 Officers of the Board.

   The Officers of the Board shall be a Chair, a Vice-Chair, and a Board Administrator.

   a.   Chair. The duly elected Chair of the Ogden City Council shall be the Chair of the Board and will preside at all meetings of the Board and shall sign all resolutions adopted by the Board. At each meeting, the Chair shall submit such recommendations and information as the Chair may consider proper concerning the business, affairs and policies of the Agency. The Chair may sign contracts of the Agency, if the Board by resolution has specifically authorized the Chair to execute such document, subject to the terms and conditions of any contract of services with the City.

   b.   Vice-Chair. The duly elected Vice-Chair of the Ogden City Council shall be the Vice-Chair of the Board and will perform the duties of the Chair in the absence or incapacity of the Chair; and in case of resignation or death of the Chair, the Vice-Chair shall perform such duties as are imposed on the Chair until such time as the Ogden City Council shall choose a new Chair.

   c.   Board Administrator. The Board Administrator shall be responsible for providing staff support to the Board. The duties, responsibilities and authority of the Board Administrator shall be as determined by resolution of the Board. Notwithstanding the above, the Board shall not delegate any of the following powers and duties to the Board Administrator:

      (1)   Powers and duties of the Agency's Executive Director, Secretary, Treasurer, or Finance Officer;

      (2)   Powers and duties to be performed by the City or its officers or employees under any contract of services between the City and the Agency.

3.2 Officers of the Agency.

   The officers of the Agency shall be the Executive Director, a Secretary, a Treasurer, a Finance Officer, and such other officers as may be determined by the Board. The officers of the Agency shall be appointed by and serve at the pleasure of the Board, subject to the terms and conditions of any Contract of Services with the City.

   a.   Executive Director. The mayor of Ogden city shall serve as the Executive Director of the Agency and shall exercise all executive and administrative powers, and perform or supervise the performance of the executive and administrative duties and functions of the Agency, subject to all policies, rules, regulations, and procedures adopted by the Board and not in conflict with the terms and conditions of any contract of services with the City. The Executive Director shall sign all agreements, contracts, deeds and other instruments approved or authorized by the Board.

   b.   Secretary. The Secretary shall keep the records of the Agency. The records shall include minutes of the meetings of the Board and a record of all votes, together with a journal of proceedings. The Secretary shall keep in safe custody the seal of the Agency and shall have power to affix such seal to all contracts and instruments authorized to be executed, and shall attest the execution of all such documents. The Secretary shall also give notice of all regular and special meetings as provided in these bylaws and as otherwise provided by the laws of the State of Utah. The Secretary may designate an Acting Secretary who may exercise the powers and duties of the Secretary in the absence of the Secretary.

   c.   Treasurer. The Treasurer shall have the care and custody of all funds of the Agency and shall deposit the same in the name of the Agency. The Treasurer shall sign all orders and checks for the payment of monies under the direction of the Agency. The Treasurer may designate an Acting Treasurer who may exercise the powers and duties of the Treasurer in the absence of the Treasurer.

      Finance Officer. The Finance Officer shall pre-audit all expenditures or contracts of the Agency to determine if funds are lawfully available within budgeted appropriations to fulfill the obligations thereunder. The Finance Officer shall keep regular books of accounts showing receipts and expenditures and shall render to the Agency when requested an account of all transactions and also the financial conditions of the Agency. The Finance Officer may designate an Acting Finance Officer who may exercise the powers and duties of the Finance Officer in the absence of the Finance Officer.

   d.   Additional Duties. The officers of the Agency shall perform such other duties and functions as may from time to time be required by the Board or the by-laws of the Agency. An officer of the Agency may be appointed to fill more than one office.

3.3 Additional Personnel.

   The Agency may, from time to time, employ such personnel as may be necessary to exercise the powers, duties, and functions of the Agency as prescribed by Title 17C of the Utah State Code, or its successor provisions, and all other laws of the State of Utah. Unless otherwise provided in a contract of services with the City, the selection and compensation of personnel shall be determined by the Board, subject to the laws of the State of Utah.

3.4 Contract of Services with City.

   The Agency may contract with the City for the provision of various administrative services, including the provision of certain officers of the City who may be appointed by the Board to act as officers of the Agency.

(Resolution 2023-17, 8-15-2023)