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BY-LAWS
WICKER PARK & BUCKTOWN SPECIAL SERVICE AREA #33 BYLAWS and SSA #33 Executed Agreement.
ARTICLE I -SPECIAL SERVICE AREA ESTABLISHMENT
Section 1.0 SPECIAL SERVICE AREA An ordinance passed by City Council on December 7, 2005 (the “Ordinance”) established an area within the City of Chicago known and designated as Special Service Area #33 (“SSA #33” and the “Area”).
Section 2.0 LOCATION The Ordinance defined the boundaries of the area established as SSA #33.
Section 3.0 SERVICES The Ordinance authorized certain special services for SSA #33 (the “Special Services”).
Section 4.0 LEVY The Ordinance authorized an annual levy of a certain services tax (the “Services Tax”) upon the taxable property in SSA #33 beginning in 2005 through and including 2014. The Ordinance imposed an annual rate cap on the Services Tax of 0.304% of the equalized assessed value of taxable property within the Area.
Section 5.0 BYLAWS The Ordinance established the Wicker Park & Bucktown Special Service Area Commission (the “Commission”) and authorized the Commission to establish bylaws for its procedural operation.
ARTICLE II – COMMISSION
Section 1.0 COMMISSION The Ordinance established the Commission and set forth its powers. The terms and powers of the Commission members cease upon the termination of the time period for which the levy of the Services Tax is authorized.
Section 2.0 APPOINTMENT The Ordinance authorizes the Mayor, with the approval of the City Council, to appoint Commission members.
Section 3.0 MEMBERS The Ordinance authorizes twelve members of the Commission. Of the initial Commission members, seven members shall be appointed to serve for two-year terms; five members shall be appointed to serve one-year terms. Other than the initial Commissioners, each Commission member shall be appointed to serve for a term of two years and until a successor is appointed.
Section 4.0 ELIGIBILITY The Ordinance requires that all Commission members shall be owners or lessees of property in the Area.
Section 5.0 EXPIRATION AND VACANCY The Ordinance states that upon the expiration of the term of any Commission member, the Mayor, with the approval of City Council, shall appoint a successor Commission member. In the event of a vacancy on the Commission due to resignation, death, inability to serve, removal by the Mayor, or other reason, the Mayor, with the approval of City Council, shall appoint a successor. Each successor so appointed shall serve for the remaining term for which he/she was appointed. Unreasonable absences from Commission meetings may cause the term of a Commission member to expire pursuant to Article IV, Section 4.0 of these bylaws, and a successor Commission member shall be appointed pursuant to the Ordinance.
Section 6.0 COMPENSATION The Ordinance states that members of the Commission shall serve without compensation.
ARTICLE III -OFFICERS
Section 1.0 CHAIR The Ordinance states the Commission shall designate one member as the Chairman of the Commission, and he/she shall serve not more than two successive two-year terms.
Section 2.0 VICE-CHAIR The Commission may designate a Vice-Chairman to serve no more than two successive two-year terms.
Section 3.0 SECRETARY The Commission may designate a Secretary to serve no more than two successive two-year terms.
Section 4.0 RECORDING SECRETARY The Commission may designate a Recording Secretary to serve no more than two consecutive terms.
Section 5.0 TREASURER The Commission may designate a Treasurer to serve no more than two successive two-year terms.
Section 6.0 DUTIES The Vice-Chairman shall assist the Chairman and perform the duties of the Chairman in his or her absences or inability to act. The Recording Secretary shall keep a current, accurate list of all Commissioners and shall act as clerk at Commission meetings and prepare minutes of each Commission meeting. The Secretary shall ensure compliance with these bylaws, the Ordinance, the Service Provider Agreement (as defined in the Ordinance), the Illinois Open Meetings Act (as defined below), and other relevant legislative requirements. The Treasurer shall oversee the budget management and financial records.
Section 7.0 VACANCIES: The Commission may designate a successor for any of the executive officer positions by three-fourths of the Commissioners duly appointed and serving at any regularly scheduled Commission meeting. Each successor so designated should serve for the remaining term for which they were designated.
ARTICLE IV -Meetings
Section 1.0 ILLINOIS OPEN MEETINGS ACT: The Commission is a public body and all meetings shall be held in accordance with the Illinois Open Meetings Act, 5 ILCS 120/1 et seq. (the “Illinois Open Meetings Act”). All meetings shall be held at specified times and places which are convenient and open to the public.
Section 2.0 MEETINGS: Regular meetings of the Commission shall be held on a regular basis at such time and place as the Chairman shall designate. Under these bylaws a “regular basis” shall mean the frequency reasonably necessary to fulfill the duties and obligations of the Commission. Reconvened meetings shall be determined at a regular meeting by a simple majority of a meeting quorum. Emergency meetings may be convened at the call of the Chairman. Special meetings shall be convened at the call of the Chairman or upon written request of at least three Commissioners duly appointed and serving.
Section 3.0 NOTICE:
Section 3.0.1 Regular Meetings. The Illinois Open Meetings Act requires the Commission to give public notice of the regular meeting schedule at the beginning of each calendar year listing the regular dates, times, and places of such meetings. If a change is made in regular meeting dates, at least 10 days’ notice of such change shall be given by publication in a newspaper of general circulation in the area in which the Commission functions. An agenda for each regular meeting shall be posted at the principal office of the Commission (Service Provider’s office) and at the location where the meeting is to be held at least 48 hours in advance of the meeting.
Notices sent specifically to Commissioners and other parties requesting notice of regularly scheduled meetings may be mailed via the U.S. mail, electronic mail, or telephone five days prior to the meeting.
Section 3.0.2 Reconvened Meetings. The Illinois Open Meetings Act states the requirement of public notice of reconvened meetings does not apply to any case where the meeting was open to the public and (1) it is to be reconvened within 24 hours, or (2) an announcement of the time and place of the reconvened meeting was made at the original meeting and there is no change in the agenda.
Section 3.0.3 Emergency Meetings. The Illinois Open Meetings Act states that notice of an emergency meeting shall be given as soon as practicable.
Section 3.0.3 Special Meetings. The Illinois Open Meetings Act states that public notice of any special meeting except a meeting held in the event of a bona fide emergency, or of any rescheduled regular meeting, or of any reconvened meeting, shall be given at least 48 hours before such meeting, which notice shall also include the agenda for the special, rescheduled, or reconvened meeting, but the validity of any action taken by the public body which is germane to a subject on the agenda shall not be affected by other errors or omissions in the agenda.
Section 4.0 ATTENDANCE: A Commissioner shall be present, either physically or via conference call, for a majority of a meeting to be considered in attendance. A Commissioner duly appointed and serving who is absent without notification for three consecutive regular meetings shall be automatically deemed to have resigned from the Commission. A Commissioner may additionally be asked to resign by the Chairman if their absenteeism from regular meetings is causing a deleterious effect on conducting Commission business.
Section 5.0 QUORUM: A Simple Majority ( defined as 50% +1) of the Commissioners duly appointed and serving and in attendance shall constitute a quorum for the transaction of business at any meeting of the Commission, except as otherwise specifically provided in these bylaws. The Commission may increase the quorum ratio for special meetings as they deem necessary. Approval of the annual budget and subsequent changes to the annual budget will require approval by a minimum of 75% of the Commissioners duly appointed and serving and in attendance.
Section 6.0 VOTING: A Simple Majority of a meeting quorum shall adopt a motion unless otherwise provided for in Robert’s Rules of Order or in these bylaws. All Commission members duly appointed, serving and in attendance at any meeting may vote on any matter being considered by the Commission.
Section 7.0 INFORMAL ACTION: Any action that is required or would occur at a Commission meeting may be taken without a meeting provided consent in writing, setting forth the action so taken, is signed by all the Commissioners duly appointed and serving. The “consent in writing” may be collected via electronic mail, or facsimile and must be directed to the Commissioner serving as Chair or to a Commissioner designated by the Chair. Such consent serves as a unanimous vote provided a motion is adopted at the next regular or special meeting that ratifies the action taken.
ARTICLE V – COMMITTEES
The Commission may through resolution designate any number of special committees they deem necessary. The motion to create a committee may also designate Commissioners to serve on the committee. The Commission may determine terms and duties of committees. The committees may meet under their own terms provided they comply with the Illinois Open Meetings Act.
Amendment to Article V – Committees:
Section 1.0 Members Special Committees, established by the commission will be comprised of an odd number of voting committee members; 2 members shall be commissioners in good standing. The remaining three positions are to be filled by qualified volunteers. Each commissioner will serve a one year term and may continue to serve on the committee as long as they are a commissioner in good standing; the volunteers with voting rights will serve a one year term from the calendar date of appointment. This amendment also states a special committee shall designate one of the two commissioners as chairman of the committee and he/she shall not serve more than one, one-year term.
Section 2.0 Eligibility Volunteers will be required to apply for the voting position on special committees. Volunteers will only be allowed voting rights on one special committee per year. These applications will then be submitted to the commission for review. The commission will review applicants qualifications for service prior to voting for an applicant’s appointment as a voting member of a special committee. If approved by the commission by a simple majority vote at the general commission meeting to adopt a motion for appointment, specified volunteers will have a voting right regarding business conducted by the special committee for which they have applied.
Section 3.0 Expiration and Vacancy: This amendment states that upon the expiration of the term of any voting volunteer member, that seat shall remain vacant until a volunteer applies under the terms of Section 2.0 Eligibility above and is confirmed by the commission. With the expiration of the term of a commissioner, said commissioner also forfeits his or her voting rights regarding business conducted for any special committees on which they served. That seat shall remain vacant until a commissioner volunteers to fill that seat.
Section 4.0 Meetings: All meetings for special committees shall be run in accordance with Article IV of the Wicker Park and Bucktown Special Service Area #33 Bylaws. Note under Section 4.0 Attendance that volunteers with voting rights serve under the same conditions as commissioners regarding absenteeism.
ARTICLE VI – Books & Records
The Commission shall keep minutes of its meetings and archives of all handouts provided at Commission meetings as required by the Illinois Open Meetings Act. Documents distributed at Commission meetings may be subject to request through the Freedom of Information Act, 5 ILCS 140/1 et seq.
ARTICLE VII – Waiver of Notice
Whenever any notice is required to be given under the provisions of the bylaws of the Commission, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, should be deemed equivalent to the giving of such notice. Attendance by a member at a meeting of the Commission should constitute a waiver of notice of such meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.
ARTICLE VIII – AMENDMENT
These bylaws may be amended by three-fourths vote of Commissioners duly appointed and serving at any regularly scheduled Commission meeting provided this action is noted on the agenda and meeting notice and that intended amendment action was announced at a previous meeting to be introduced at a future regularly scheduled meeting.
ARTICLE IX – MANNER OF ACTING
Where not otherwise provided, Robert’s Rules of Order, most recent edition, shall be the standard of parliamentary authority for all meetings of the Commission.
ARTICLE X – Authority of the City of Chicago AND STATE OF ILLINOIS
Any provision of these bylaws that shall conflict with any ordinances of the City of Chicago or with Illinois Special Service Area Tax Law (35 ILCS 200/27-5 through 27-95) shall be null and void.
CONFLICT OF INTEREST
WPB CONFLICT OF INTEREST POLICY
Conflicts of Interest may occur because the many persons associated with WPB (the Wicker Park Bucktown SSA #33) should be expected to have and do in fact generally have multiple interests and affiliations and various positions of responsibility within the community. Sometimes a person will owe identical duties to two or more organizations conducting similar activities.
Therefore, WPB’s affirmative policy shall be to require that all actual or apparent conflicts be disclosed promptly and fully by the individual with the conflict to all necessary parties and to prohibit specified involvement in the affairs of WPB by persons having such conflicts.
SECTION 1. Coverage of this policy.
This policy shall apply to all Commissioners and corporate officers, committee members, agents and employees of the sole service provider and WPB, including independent contractor providers of services and materials and household/family members. WPB’s management shall have the affirmative obligation to publicize this policy to all such parties periodically.
SECTION 2. Disclosure of all conflicts.
All interested parties to whom this policy applies shall disclose, through a written description, all of the facts comprising the real or apparent conflict which they discover or have been brought to their attention. An annual disclosure statement shall be circulated to all persons to who this policy applies to assist them in considering such disclosures, but disclosure is appropriate whenever conflicts arise. The written disclosure notices of conflicts shall be filed with the Chairperson of WPB or any other person designated by him or her from time to time to receive such notifications. All disclosure notices received hereunder shall be noted for record in the minutes of a meeting of the Commission.
SECTION 3. Procedures.
a) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Commission or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Commissioners or committee members shall decide if a conflict of interest exists.
b) Procedures for Addressing the Conflict of Interest. If a conflict of interest exists, the interested person:
- shall not participate in the presentation or review of any contracts, proposals, applications and/or services that are being reviewed in a competitive bid situation where a Request for Proposals, Request for Qualifications, or general bid solicitation was released.
- shall not participate in the presentation or review of any contracts, proposals, applications and/or services that are being reviewed for non-competitive grants exceeding $5000 for 60 days from the date of submission.
c) Violations of the Conflict of Interest Policy.
- If the Commission or committee has reasonable cause to believe a Commissioner or committee member has failed to disclose actual or possible conflicts of interest, it shall inform the Commissioner or committee member of the basis for such belief and afford the Commissioner or committee member an opportunity to explain the alleged failure to disclose.
- If, after hearing the Commissioner’s or committee member’s response and after making further investigation as warranted by the circumstances, the Commission or committee determines the Commissioner or committee member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and correction action.
- If a conflict of interest is not disclosed by a representative of an organization that applies for and receives grant funding, the organization may be required to return the money.
SECTION 4. Definitions.
a) Interested Person.
- Any Commissioner, principal officer, or member of a committee with Commission delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
b) Household/family member:
- Any related or unrelated person in the same household and any immediate family member such as spouse, parent, child or sibling, whether or not they reside in the household.
c) Financial Interest.
- A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interests in any entity with which WPB or sole service provider has a transaction agreement,
- A compensation arrangement with WPB or sole service provider or with any entity or individual with which the Corporation has a transaction or arrangement,
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which WPB or sole service provider is negotiating a transaction or arrangement, or
- Employment or Board Member or Officer status with any entity or individual with which WPB or sole service provider has a transaction or arrangement.
d) Compensation.
- Compensation includes direct and indirect remuneration, salary or wages, as well as gifts or favors that are not insubstantial.
