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)

ARTICLE IV: MEETINGS:

4.1 Annual Meeting.

   The annual meeting of the Board shall be held on the second Tuesday of January at 6:00 p.m. in the City Council Chambers, Municipal Building, 3rd Floor, 2549 Washington Boulevard, Ogden, Utah. Notice of said meeting shall be given in accordance with Section 52-4-202, Utah Code Ann., as amended.

4.2 Regular Meetings.

   Regular meetings of the Board shall be held on the second Tuesday of each month at 6:00 p.m. in the City Council Chamber, Municipal Building, Suite 310, 2549 Washington Boulevard, Ogden, Utah, or as otherwise designated at any regular meeting. The time and place for holding a Board meeting at a place other than such Council Chambers shall be fixed by resolution adopted by the Board not more than forty (40) days and not less than seven (7) days prior to that meeting. A regular or special meeting having been convened at the place designated may be adjourned by the Board to any other place for the purpose of investigating some particular matter of business which may be more conveniently investigated at such other place.

4.3 Special Meetings - Call.

   The Chair of the Board, or any three members of the Board by a written call filed with the Secretary, may call a special meeting of the Board for the purpose of transacting any business. The Executive Director may request in writing that a special meeting be called, which request shall be submitted to the Chair at least forty-eight hours prior to the proposed meeting date and time, and indicate the need for the special meeting and the proposed matters for consideration. The Chair shall determine if the requested special meeting is to be called.

4.4 Special Meetings - Notice.

   The call for a special meeting shall be given in writing to each member of the Board at least twenty-four hours prior to the date and time of such special meeting. Such call shall be delivered to each member of the Board personally or may be given by first class mail directed to the member of the Board so as to be notified at the place of residence and mailed not less than two days prior to the time fixed for such special meeting. It is specifically provided, however, that any member of the Board may in writing waive prior notice of the time, place and purpose of such special meeting and such waiver, if made, shall be noted on the minutes of the meeting.