Control Board By-Laws
By-Laws Of The District Of Columbia Financial Responsibility And Management Assistance Authority
July 26, 1995
Pursuant to Section 101(e) of the District of Columbia Financial Responsibility and Management Assistance Act of 1995 ("the Act"), the following are the By-laws ("the By-laws") of the District of Columbia Financial Responsibility and Management Assistance Authority ("the Authority") established by Section 101(a) of the Act.
Article I
POWERS; INTERPRETATION OF BY-LAWS
1.1 Powers. The powers of the Authority shall be as set forth in the Act, as amended from time to time hereafter.
1.2 Interpretation of By-laws. All words, terms and provisions of the By-laws shall be interpreted and defined by and in accordance with the Act, as amended from time to time hereafter.
ARTICLE II
OFFICES
2.1 Principal Office. The principal office of the Authority shall be at such place as the Authority may designate. The Authority may establish such other office or offices as may be necessary for the purpose of performing its duties and functions.
2.2 Books and Records. Except as otherwise provided for by resolution or as the business of the Authority may require, the corporate seal and all books and records of the Authority shall be kept at the principal office.
ARTICLE III
GOVERNING BODY
3.1 Membership. The powers of the Authority shall be exercised by the five (5) members appointed by the President of the United States ("the President"), pursuant to Section 101(b) of the Act. One of the members shall be designated as Chair by the President, pursuant to Section 101(b)(3) of the Act.
3.2 Terms. In accordance with Section 101(b)(5) of the Act, the initial term of a member of the Authority shall be three (3) years and shall begin on the date of his or her appointment. The terms of the members appointed for the terms immediately following the initial terms shall be as follows:
(i) 1 member shall be appointed for a term of 1 year;
(ii) 2 members shall be appointed for a term of 2 years; and
(iii) 2 members shall be appointed for a term of 3 years.
3.3 Vacancies. A vacancy shall occur upon the death, resignation, disqualification, removal or expiration of the term of a member. A member appointed to fill a vacancy occurring prior to the expiration of a term shall serve the unexpired term. A member whose term has expired may serve until the appointment of a successor.
3.4 Removal. A member may be removed by the President only for cause, in accordance with Section 103(b)(5)(c) of the Act.
3.5 Quorum. A majority of the members of the Authority shall constitute a quorum for the purpose of conducting the business of the Authority and for all other purposes. All actions of the Authority shall be taken by a majority of a quorum of the members, except that, as required by Section 101(e)(2) of the Act, an affirmative vote of a majority of the members of the Authority shall be required in order for the Authority to —
(A) approve or disapprove a financial plan and budget under subtitle A of title II of the Act;
(B) implement recommendations on financial stability and management responsibility under section 207 of the Act;
(C) give consent to the appointment of the Chief Financial Officer of the District of Columbia under section 424 of the District of Columbia Self-Government and Governmental Reorganization Act (as added by section 302 of the Act); and
(D) give consent to the appointment of the Inspector General of the District of Columbia under section 208(a) of the District of Columbia Procurement Practices Act of 1985 (as amended by section 303(a) of the Act).
3.6 Compensation. The members of the Authority shall serve without pay but may receive reimbursement for any reasonable and necessary expenses incurred by reason of service on the Authority.
3.7 Exemption from Liability for Claims. In accordance with Section 104 of the Act, the Authority, its members and employees shall not be liable for any obligation of or claim against the Authority, its members, employees, or the District of Columbia resulting from actions taken to carry out the Act.
3.8 Committees. The Chair may designate one or more standing or special committees for specific purposes, each committee to consist of three (3) or more members of the Authority appointed by the Chair. The Chair shall be an ex officio member of every such committee. No committee is authorized to take any official action on behalf of the Authority.
ARTICLE IV
MEETINGS AND HEARINGS
4.1 Place of Meetings. The Authority may hold its meetings at the principal office of the Authority or at such other place as may be determined by the Authority.
4.2 Time of Meetings. The Authority shall meet as frequently as it deems appropriate. Meetings of the Authority shall be held at the call of the Chair, or if a request for such a meeting is submitted to the Chair by at least two (2) members of the Authority. Such a request shall state the general nature of the business to be transacted at such meeting. Notice of any meeting shall be given to each member of the Authority at least twenty-four (24) hours prior to the day named for the meeting.
4.3 Participation in Meetings by Conference Telephone. Any member may participate in any meeting of the Authority or of any committee, may be counted for the propose of determining a quorum thereof, and may exercise all rights and privileges to which he or she might be entitled were he or she personally in attendance (including the right to vote) by means of conference telephone or similar communications equipment by means of which all persons attending the meeting can hear each other.
4.4 Public Meetings. Pursuant to Section 108(a) of the Act, all meetings of the Authority at which official action of any kind is taken shall be open to the public. Such public meetings may be held at the principal office of the Authority or at such other place as may be determined by the Authority, provided that all such meetings shall be held at a place accessible to the public. The Secretary of the Authority shall give public notice in the manner hereinafter provided of the public meetings of the Authority. Public notice shall be given at least twenty-four (24) hours prior to the time of the meeting, showing the date, time and place thereof. Public notice shall consist of: (a) issuing a public release announcing the date, time, and place of the meeting; and (b) posting a copy of such notice prominently at the principal office of the Authority. The Secretary shall provide a copy of all public meeting notices to any newspaper, radio station and/or television station which may request it. A written transcript or a transcription shall be kept for all public meetings and shall be made available to the public for inspection during normal business hours. Copies of such written transcripts or transcriptions shall be available, upon request, to the public at reasonable cost. Nothing herein, however, shall prevent the Authority from holding executive sessions to which the public is not admitted, but no official action shall be taken at such executive session except as otherwise permitted by law.
4.5 Public Hearings. Pursuant to Section 103 of the Act, the Authority, or any member of the Authority designated by the Chair, may hold public hearings, take testimony, and receive evidence as the Authority considers appropriate, to assist it in carrying out the Act. The Authority, or any member so designated, may administer oaths or affirmations to witnesses appearing before it. Notice of such hearings shall be given within the time and in the manner described in Section 4.4 of the By-laws.
4.6 Computing Time Periods. In computing the number of days during any period for purposes of the By-laws, such period shall be computed so as to exclude the first and include the last day of such period. All days shall be counted, including Saturdays, Sundays, or any day appointed as a legal holiday by the President or Congress of the United States (a "Holiday"); provided, however, that if the final day of any time period falls on a Saturday, Sunday or Holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or Holiday. In computing the number of days for the purpose of giving notice of any public meeting, the date upon which the notice is given shall not be counted but the day set for the meeting shall be counted. Notice given twenty-four (24) hours before the time set for a meeting shall be deemed one day's notice.
ARTICLE V
OFFICERS
5.1 Officers. The Authority shall have a Chair, a Vice Chair, an Executive Director, a General Counsel, a Secretary, a Treasurer, and such other officers as the Authority may determine. A majority of the members of the Authority shall select from among the members a Vice Chair and a Secretary, a Treasurer, and such other officers from among the members of the Authority and its staff as they may determine.
5.2 Tenure of Office. Officers other than the Chair shall be elected at a public meeting and shall hold office for one year and until their respective successors shall have been duly selected.
5.3 Chair. The Chair shall have a general management role over the affairs of the Authority, shall conduct all meetings of the Authority, and shall perform all duties of the Chair provided for by the Act, or incident to the office of the Chair, and such other duties as may be assigned by the Authority.
5.4 Vice Chair. The Vice Chair, who shall be a member of the Authority, shall have all powers and duties of the Chair in the absence of the Chair, except those designated by the Act to be performed only by the Chair, and shall perform such other duties as may be assigned by the Authority. Should both the Chair and Vice Chair be absent from any meeting of the Authority, the members present shall appoint a Chair pro tempore.
5.5 Executive Director. The Chair, with the consent of the Authority, shall appoint and may remove the Executive Director. The Executive Director shall be the full-time chief operating officer of the Authority and, subject to the supervision and control of the Authority, shall have general supervision and direction of the business affairs of the Authority. Subject to the approval of the Chair, the Executive Director may enter into and execute on behalf of the Authority such contracts as he or she shall deem appropriate. The Executive Director shall have such other powers and perform such other duties as may be delegated to him or her by the Authority. The Executive Director, with the approval of the Chair, shall hire, fix the pay of, and remove additional personnel as the Executive Director considers appropriate, subject to the provisions of Section 102 of the Act. All officers who are not members of the Authority shall report to the Executive Director.
5.6 General Counsel. The Chair, with the consent of the Authority, shall appoint and may remove the General Counsel. The General Counsel shall be the chief legal officer of the Authority and shall perform such duties as may be assigned by the Authority and the Executive Director.
5.7 Secretary. The Secretary shall act as clerk of all public meetings of the Board, shall record all the proceedings of such meetings in a book for that purpose, shall give such notice as may be required of all such meetings, shall record all votes and shall have custody of all books and records of the Authority, except those kept by the Treasurer, and shall perform all duties incident to the office of the Secretary and such other duties as may be assigned by the Authority and the Executive Director.
5.8 Treasurer. The Treasurer shall keep all financial records of the Authority, shall provide for the custody of the funds and other properties of the Authority, and shall perform all duties incident to the office of the Treasurer and such other duties as may be assigned by the Authority and the Executive Director.
5.9 Assistant Secretary. The Assistant Secretary, or the Assistant Secretaries if there is more than one, shall have all the powers and duties of the Secretary in the absence of the Secretary. Should the Secretary and the Assistant Secretary or Assistant Secretaries be absent from any public meeting of the Authority, the members present shall appoint a Secretary of the meeting pro tempore. 5.10 Removal of Officers. Any officer of the Authority may be removed by a majority of the members of the Authority. If an officer loses his or her membership on or employment by the Authority for any reason, such officer shall cease to hold his or her office.
5.11 Vacancies. A vacancy in an office shall occur upon the death, resignation, disqualification, removal or expiration of the term of that officer. A majority of the members of the Authority shall have the power to fill any vacancy occurring for whatever reason in any office.
ARTICLE VI
EXPERTS AND CONSULTANTS
6.1 Experts and Consultants. The Executive Director may contract with such experts and consultants as he or she may from time to time determine, in accordance with procedures to be adopted by the Authority.
ARTICLE VII
AUDITS, FISCAL YEAR, MONIES OF THE AUTHORITY
7.1 Audit. The Authority shall publish an annual report which shall make provisions for the accounting of revenues and expenses of the Authority. The Authority shall have its books, accounts and records audited annually in accordance with generally accepted auditing standards by an independent auditor who shall be a certified public accountant, and a copy of the audit report shall be attached to and be made part of the Authority's annual report.
7.2 Fiscal Year. The fiscal year of the Authority shall end on September 30 of each year.
7.3 Monies of the Authority. The Authority shall invest the funds of the Authority in a manner consistent with sound business practice, subject to the restrictions contained in the Act and any other applicable provision of law.
ARTICLE VIII
CORPORATE SEAL
8.1 Corporate Seal. A seal with the words "District of Columbia Financial Responsibility and Management Assistance Authority" upon it shall be the corporate seal of the Authority. Such seal may be used by causing it to be impressed upon, affixed to, or reproduced on any document or other writing.
ARTICLE IX
INDEMNIFICATION
9.1 Indemnification. The Authority may indemnify any member, officer or employee of the Authority who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a member, officer or employee of the Authority, against judgments, fines, amounts paid in settlement and expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Authority, and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of any act, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Authority, or, with respect to any criminal action or proceeding, that he or she had reasonable cause to believe that his or her conduct was unlawful.
To the extent the member, officer or employee of the Authority has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in this Section or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Any such indemnification shall be made by the Authority only as authorized in the specific case, upon a determination that indemnification of the member, officer or employee is proper in the circumstances because he or she has met the applicable standard of conduct. Such determination shall be made (1) by the Authority by a majority vote of a quorum as herein defined consisting of members who are not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested members so directs, by independent legal counsel in a written opinion.
Expenses (including attorneys' fees) actually and reasonably incurred in defending any action, suit or proceeding referred to in this Section shall be paid by the Authority in advance of the final disposition of such action, suit or proceeding, as authorized by the Authority in the specific case, upon receipt of an undertaking by or on behalf of the member, officer or employee to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Authority as authorized in this Section.
The Authority, through its legal counsel, shall defend actions, suits or proceedings brought against the Authority, or its members, officers or employees when acting within the scope of their official duties for the Authority. Alternatively, any member, officer or employee against whom any such action, suit or proceeding is brought may employ his or her own attorney to appear on his or her behalf. The provisions set forth herein shall apply irrespective of whether the member, officer or employee is represented by the Authority's legal counsel or his or her own attorney.
The right to indemnification accorded by this Section shall not limit any other right to indemnification to which the member, officer or employee may be entitled. Any rights hereunder shall inure to the benefit of the heirs, executors and administrators of any member, officer or employee of the Authority.
9.2 Indemnification Provisions Deemed to Constitute a Contract. In consideration of any person who served as or is serving as a member, officer or employee of the Authority, the indemnification provisions contained in Section 9.1 hereof shall be deemed to be and shall constitute a contract between the Authority and any such person who served as or is serving as a member, officer or employee of the Authority.
ARTICLE X
WAIVER OF NOTICE
10.1 Waiver of Notice. Any notice required to be given under the By-laws may be effectively waived by the person entitled to such notice by written waiver signed before or after the meeting to which such notice related or by attendance at such meeting otherwise than for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
ARTICLE XI
AMENDMENT OF BY-LAWS
11.1 Amendments. The By-laws may be altered, amended or repealed, or new By-laws may be adopted, by the Authority at any meeting after fifteen (15) days' prior written notice of such an intention has been provided by the Secretary to each member of the Authority; provided further, that no alteration, amendment or repeal may be made or new By-law adopted in contravention of the Act or any other applicable provision of law.
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