---
date: 2023-03-14
title: Citywide Development Authority Agenda Packet
source: 2023-03/2023-03-14_Citywide Development Authority_Agenda Packet.pdf
pages: 1
---

City of Stockbridge
Citywide Development Authority

STOCKBRIDGE Citywide Development
Development Authority Authority Meeting
Ariel Shaw, Chair
Agenda
Samantha Samuels, Vice Chair
March 14, 2023 6:00 PM
Dr. Cathy Hill, Secretary

Gadson Woodall, Treasurer

Mark Glenn, Board Member

Kalpesh Patidar, Board Member

Kim Allonce

Economic Development Director

Randi Rainey

Recorder STOCKBRIDGE CITY HALL

4640 NORTH HENRY BLVD.

STOCKBRIDGE, GA 30281

Website: www.cityofstockbridge.com

Phone: 770-389-7900

Fax: 770-389-7912
AGENDA
CITYWIDE DEVELOPMENT AUTHORITY MEETING
CITY OF STOCKBRIDGE
TUESDAY, MARCH 14, 2023 6:00 PM

I. Call to Order
1. Invocation Followed by Pledge
2. Roll Call
3. Approve Agenda
4. Approve January and February 2023 Minutes
II. Officers and City Staff Reports
III. Old Business
5. By-Laws Update
IV. New Business
6. Strategy Subcomittee Update
7. South Metro Conference Feedback
8. Finance Update – Gadson Woodall, Treasurer
9. Economic Development Update – DA Director
10. Attorney Update- Winston Denmark
V. Executive Session (if needed)
VI. Adjourn
Page |1

CITY OF STOCKBRIDGE
DEVELOPMENT AUTHORITY
REGULAR MEETING
SUMMARY MINUTES
Tuesday, January 10, 2023 6:00 P.M.
Mark Glenn, Board Member Samantha Samuels, Board Member
Cathy Hill, Board Member Ariel Shaw, Board Member
Kalpesh Patidar, Board Member Gadson Woodall, Board Member
Vacant – Board Member
Kim Allonce, Economic Development Director

Guest in Attendance: Attorney Winston Denmark, Attorney Kirby Glaze and
Deputy City Clerk, Randi Rainey

The meeting was called to order at 6:03 p.m. by Chairwoman Shaw.
All board members were present.
Dr. Hill made a motioned to adopt the agenda as printed; Second by Mr. Woodall.
The motion passed 5-0.
Dr. Hill read the December 13, 2022 minutes aloud.
Mr. Glen made a motioned to adopt the December 13, 2022 minutes with changes
made by the board: Second by Mr. Patidar. The motion passed 5-0.

Old Business
Board Attorney and Subcommittee Choice:
Chairwoman Shaw presented two law firms to choose from: Fincher Denmark,
LLC and Hecht Walker Jordan, P.C. with the recommendation of choosing Fincher
Denmark, LLC.

Winston Denmark, representing Fincher Denmark, LLC. gave a brief overview and
noted the firm has served as an appointed general council for over 30 separate local
governmental entities such as the City of College Park, Lake City, Jonesboro and
has also served as council for the Hapeville Development Authority and the
Location: Stockbridge City Hall 4640 North Henry Blvd. Levi Meeting Room Stockbridge, GA 30281
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Stonecrest Urban Redevelopment Agency. Mr. Denmark noted providing services
for developments, bonds, Tax Allocation Districts (TAD) and has specially trained
contingent lawyers and support staff for over 350,000 citizens. Mr. Denmark noted
the firm would provide general council for the Citywide Development Authority
for $175/hour with a monthly cap for general services of $4,000 with the fees for
bonds and public finance paid to the firm through the proceeds of each bond
transaction with the bond fees reflecting the traditional standard rate.

Ms. Samuels made a motioned to recess the meeting for a 5-minute break: Second
by Dr. Hill. The motion passed 5-0.
Dr. Hill made a motioned to reconvene the meeting: Second by Mr. Glenn. The
motion passed 5-0.

Kirby Glaze, representing Hecht Walker Jordan, P.C. gave a brief overview and
noted the firm being instrumental in proposing legislation and policies governing
public-private partnerships in the state of Georgia and currently serves as general
counsel to the East Point Business and Industrial Development Authority and the
Development Authority of the City of Forest Park. Mr. Glaze noted being the
president of 4PM and CDP and has helped manage the delivery of over $70 million
in public and public-private developments and currently manages the development
of municipal complexes for the Cities of Jonesboro and Powder Springs. Mr. Glaze
noted serving as a program speaker and seminar leader for the University of
Georgia’s Office of Economic Assistance, the Georgia Economic Developers
Association, and the Georgia Municipal Association (GMA). Mr. Glaze noted
proposing a retaining fee of $2,500/month that would cover all routine day to day
advice and counsel to the Authority.

Dr. Hill made a motioned to recess the meeting for a 5-minute break: Second by
Mr. Glenn. The motion passed 5-0.
Dr. Hill made a motioned to reconvene the meeting: Second by Mr. Glenn. The
motion passed 5-0.

Mr. Allonce, Economic Development Director introduced himself to the board and
noted being from Haiti who was the previous Economic Development Manager for
the City of Wilton Manors located in Florida, and the City of Orlando. Mr. Allonce
worked with the Downtown Development Authority and CRA, has marketing
experience and has also worked for the Department of Community Affairs (DCA).
Mr. Allonce noted obtaining his master’s in public administration from the
University of Georgia and is currently a PHD candidate at the University of
Central Florida.

Chairwoman Shaw noted Fincher Denmark, LLC. has an hourly cap and suggested
Location: Stockbridge City Hall 4640 North Henry Blvd. Levi Meeting Room Stockbridge, GA 30281
Page |3

going down from $4,000 to $3,000 for the general services. Chairwoman Shaw
noted Hecht Walker Jordan, P.C. recommends being paid upfront with a $2,500
retainer, which is roughly a $500 difference and suggested voting to be able to
register with the State to become a legitimate board.
Dr. Hill motioned to appoint Fincher Denmark, LLC. as the Citywide
Development Authority’s legal counsel: Second by Mr. Glenn. The motion passed
4-1 (Woodall in opposition).

New Business
Department of Community Affairs (DCA) Bonds and Financing
No discussion

Incentive Subcommittee:
Chairwoman presented the recommendation of starting an incentives
subcommittee.

Kim Allonce, Economic Development Director noted working on an incentive
package and requested time to come back with recommendations.

Ms. Samuels made a motioned to put a subcommittee for the creation of bonds:
Second by Dr. Hill. The motion passed 5-0. Mr. Patidar, Chairwoman Shaw, and
Dr. Hill all agreed to become volunteers for the committee.

Mark Glenn left the meeting at 7:19pm.

2023 Budget:
Chairwoman Shaw noted the board having a budget of $45,000.

No action taken.

Mission and Vision Statement of the Board/Logo:
Chairwoman Shaw presented the proposed mission and vision statement read as
“The City of Stockbridge Citywide Development Authority (SDA) is dedicated to
stimulating & sustaining economic development and quality growth, in and
throughout the entire City of Stockbridge”, and suggested including in the
verbiage: in alignment with the City of Stockbridge”.

Dr. Hill made a motioned to approve the mission and vision statement with the
added verbiage “in alignment with the City of Stockbridge”: Second by Mr.
Patidar. The motion passed 4-0.

Chairwoman Shaw noted Fredrick Gardiner, City Manager noting having
Location: Stockbridge City Hall 4640 North Henry Blvd. Levi Meeting Room Stockbridge, GA 30281
Page |4

cohesiveness and being in align with other boards. Chairwoman Shaw
recommended adding the Citywide Development Authority’s name to the City’s
current logo.

Mr. Allonce inquired if anyone has checked with the City’s Public Information
Officer (PIO) to see if the logo matched with the city’s branding guidelines.
Chairwoman Shaw noted the logo is already on the city’s website and whatever is
voted on could be amended later. Chairwoman Shaw also noted the board does not
have to submit a logo to the city seeing the city has given the approval to place on
the website.

Mr. Allonce requested more time to discuss the logo and branding before voting.

Dr. Hill inquired on the urgency with voting on a logo; Chairwoman Shaw noted
being able to print business cards out for meetings outside of the city.

Ms. Samuels suggested not to put anything out and to identify themselves, and
inquired on how the current logo was added to the city’s website. Chairwoman
Shaw noted the Information Technology Dept. (IT) added the logo to the city’s
website for the sake of the meeting agenda for the clerk’s office. Ms. Samuels
noted having the board look at the logo before being released to the city.
Chairwoman Shaw noted presenting the logo to the city clerk and was unaware IT
would add the logo to the website and noted taking the advice of the city manager.

Dr. Hill recommended adding to the motion once made to be recognizable,
identifiable and with limited use of using the logo. Chairwoman Shaw noted
“contingency” would be fine in the motion.

Mr. Allonce noted to make sure the same language is being used on how the board
would like to present themselves to the community for branding purposes.
Chairwoman Shaw inquired if the branding would come out of the city’s budget or
the Citywide Development Authority’s budget. Mr. Allonce, Economic
Development Director noted the board is currently new and would need to discuss
what the vision looks like.

Mr. Patidar made a motion to approve for the City’s Economic Director, Mr.
Allonce to approve the current logo being used, take off the City of Stockbridge
under city’s logo with the contingency of not making any purchases until consulted
with the Economic Development Director: Second by Mr. Woodall. The motion
passed 4-1 (Dr. Hill in opposition).

Location: Stockbridge City Hall 4640 North Henry Blvd. Levi Meeting Room Stockbridge, GA 30281
Page |5

Upcoming Meetings
Chairwoman Shaw noted Eggs and Issues will be on January 11, 2023 and the
South Metro Development Conference will be on March 8, 2023 with early
registration staring at $70/person and inquired on who would like to attend; Mr.
Patidar, Dr. Hill and Chairwoman Shaw noted they would go.

Chairwoman Shaw noted the next board meeting will be held on February 7, 2023.

Adjourn
Dr. Hill made a motioned to adjourn the meeting at 8:08pm: Second by Ms.
Samuels. The motion passed 4-0.

Minutes prepared by: Randi Rainey, Deputy City Clerk

Location: Stockbridge City Hall 4640 North Henry Blvd. Levi Meeting Room Stockbridge, GA 30281
Page |1

CITY OF STOCKBRIDGE
DEVELOPMENT AUTHORITY
REGULAR MEETING
SUMMARY MINUTES
Tuesday, February 7, 2023 6:00 P.M.
Mark Glenn, Board Member Samantha Samuels, Board Member
Cathy Hill, Board Member Ariel Shaw, Board Member
Kalpesh Patidar, Board Member Gadson Woodall, Board Member
Vacant – Board Member

Chair Shaw called the meeting to order at 6:01 p.m.
All board members were present except Board Member Patidar.
Attorney Winston Denmark was present along with City Clerk, Vanessa Holiday to
record the Meeting Minutes.
Board member Hill motioned to amend the Agenda to add the discussion of the
By-laws approval process; seconded by Board member Samuels. The motion
passed unanimously.

Old Business
Review of the January 10, 2023, Meeting Minutes
Board member Hill read the January 10, 2023, Meeting Minutes aloud noting
language and amendments to be made.

Motion to Table the approval of the January 10, 2023, Meeting Minutes made by
Board member Hill noting amendments to be made; seconded by Board member
Glenn. The motion passed unanimously.

There was a request from the City Clerk to change the procedure regarding the
Minutes and have the Clerk’s Office submit the Meeting Minutes for review and
present to the Board for approval at the meeting. Attorney Denmark agreed to the
recommended process. The Board agreed to the process as well.

Location: Stockbridge City Hall 4640 North Henry Blvd. Levi Meeting Room Stockbridge, GA 30281
Page |2

Incentive Subcommittee Presentation
It was noted that committee members Shaw, Hill and Allonce met to discuss
business incentives for new and established businesses, and/or business fee
waivers; discussed revolving loans, workforce development, public and private
partnerships and streamlining the processes for businesses to work with the city
and alleviate bottlenecks; it was noted there are some tax credits already in place
from the state/federal levels and the board wants to look into grants for small
business owners and other tools in the tool box over time; and encourages more
filming as this spurs economic development.

Attorney Denmark referenced the importance of entering into an IGA
(Intergovernmental Agreement) with the City to define the roles and
responsibilities each one has, and the expectations thereof; noted the Development
Authority is a separate entity, relationships need to be structured. And that it is
dangerous to operate without an IGA.

Mr. Allonce noted the Development Authority Board is a new board and
relationships need to be defined and the board and the City should work with a
common goal, and determining how to that this is key and critical for both the
Development Authority and the City.

DCA (Department of Community Affairs) Registration Update
Attorney Denmark noted the Board has been officially registered effective January
2023.

Chair Shaw noted documentation has been submitted to the Secretary of State; and
noted she met with the City’s Treasurer, John Wiggins regarding funding, and
noted the Development Authority will follow the guidelines of the Downtown
Development Authority’s budget.,; and made a request for (3) seats to be
purchased

South Metro Conference (2023)
Chair Shaw made a request to purchase (3) seats for members Shaw, Hill and
Glenn to attend the 2023 South Metro Conference at $70.00 each.

Motion to approve the purchase of (3) South Metro Conference events tickets
made by Board member Hill; seconded by Board member Glenn. The motion
passed unanimously.

Discussion of By-Laws Approval Process
Chair Shaw noted the By-Laws as currently drafted have been reviewed by the
Attorney and need more substance.
Location: Stockbridge City Hall 4640 North Henry Blvd. Levi Meeting Room Stockbridge, GA 30281
Page |3

Attorney Denmark noted he would share his template and recommendations with
the Board for review.

New Business
Strategy Subcommittee Request
Mr. Allonce noted the vision for the Board is to be in alignment with the city,
noting the board serves at the pleasure of the City.

Board members Hill, Shaw and Samuels and Economic Development Director,
Kim Allonce noted they will serve on the Strategy Subcommittee.

Economic Development Update – Development Authority Director
Mr. Allonce noted the city would be releasing a RFP for a consultant for an
Economic Development Plan as a guide for economic development, and take to the
City Council for approval; noted he met with the CVB (Convention and Visitor’s
Bureau) Executive Director, Laura Luker to discuss promotion of the City; and is
planning to meet with Southern Crescent Technical College to discuss Workforce
Development.

Attorney Denmark asked what is the city’s plan to fund the Economic
Development Plan and spur development, and attract people to the city; and asked
if the Economic Development Plan will focus SPLOST Projects, Tourism, or
partnerships with the private sector?

Mr. Allonce responded all the above, noting the goal is to incentivize businesses
development and to redevelopment the downtown. The City Clerk referenced the
Market Study on the city’s website.

Executive Session
Board member Hill motioned to convene Executive Session for Real Estate
discussion; seconded by Board member Glenn. The motion passed unanimously.

Board member Hill motioned to adjourn Executive Session; seconded by Board
member Samuels. The motion passed unanimously.

Board member Hill motioned to reconvene the meeting; seconded by Board
member Glenn. The motion passed unanimously.

Board member Hill motioned to adjourn the meeting at 7:25 p.m.; seconded by
Board member Glenn. The motion passed unanimously.

Minutes prepared by: Vanessa Holiday, City Clerk
Location: Stockbridge City Hall 4640 North Henry Blvd. Levi Meeting Room Stockbridge, GA 30281
Bylaws of the Development Authority of the City of Stockbridge

ARTICLE I - NAME
The name of the Authority shall be the Development Authority of the City of Stockbridge or
Citywide Development Authority, (the “Authority”).

ARTICLE II – PURPOSE AND ORGANIZATION
Section 1. Purpose. The Georgia General Assembly created in and for each municipal
corporation in the State of Georgia a development authority for the purpose of promoting the public good
and general welfare, trade, commerce, industry, and employment opportunities, and promoting the
general welfare of the State of Georgia. On April 12, 2021, the Mayor and Council of the City of
Stockbridge, Georgia (the “City”) adopted a Resolution which appointed new members of the Board of
Directors for the Development Authority of the City of Stockbridge and authorized them to exercise the
City’s development authorities pursuant to O.C.G.A. § 36-62-1 et seq. (the “Development Authorities
Law”).

Section 2. Powers. The powers and purposes set forth in the Development Authorities Law
pursuant to O.C.G.A. § 36-62-6 et seq are expressly incorporated herein by this reference, subject to any
current or future limitations or restrictions contained in the Development Authorities Law, the Resolution,
or any amendments, modifications, or changes to the foregoing. The Authority shall also have such
additional purposes and powers as provided pursuant to subsequent amendments to the Development
Authorities Law or any other law applicable thereto subject only to any limitations which may be imposed
by resolution of the City of Stockbridge Mayor and Council.

Section 3. Membership: The property, affairs and business of the Development Authority of
Stockbridge, Georgia shall be managed by its directors consisting of seven persons, appointed from
time to time as provided by law. The qualifications of the directors shall be as provided by law. Each
director shall serve for the length of time provided by law. (O.C.G.A. § 36-62-4 et. seq.) The
directors shall receive no compensation for their services but shall be reimbursed for their actual
expenses incurred in the performance of their duties;

Section 4. Qualifications: The directors shall be taxpayers residing in the City of Stockbridge.
The Mayor and City Council of the City of Stockbridge shall appoint as members of the Board of Directors
of the Development Authority of the City of Stockbridge seven (7) named persons, each of whom, in the
judgment of the Mayor and City Council, meets the qualifications set forth in the Development Authorities
Law.

Section 5. Terms: The terms of all directors shall be for four years as provided under the
Development Authorities Law . If, at the end of any term of office of any director, a successor thereto has
not been elected, the director whose term of office has expired shall continue to hold office until his or her
successor is so elected as provided under the Development Authorities Law (O.C.G.A. § 36-62-4 et.
seq.).

Section 6. Vacancies: A vacancy on the Board shall exist in the event of any member of the
Board being convicted of a felony or who fails to attend three (3) consecutive regular meetings of the
Authority without an excused approval by the Board Chairperson. A vacancy on the Board shall also exist
in the event of death, resignation, or relocation of a member outside of the City of Stockbridge, Georgia
area. A vacancy shall be filled by appointment of the Mayor and Council of the City.
Section 7. Regular Meetings. Regular meetings of the Authority shall be determined by
resolution of the Authority from time to time, but a regular meeting shall be held not less than once
per quarter. The form and delivery of notice of the time and place of any such meeting provided to
directors may from time to time be fixed by resolution of the Authority. All meetings shall be
noticed and conducted in accordance with the Georgia Open Meetings Act. (O.C.G.A. § 50-14-1 et.
seq.)

Section 8. Special Meetings. Special meetings may be held upon the call of the Chairperson,
Secretary, Treasurer, or any two directors at such time during regular business hours and at such
place within the City of Stockbridge, Georgia, as shall be specified in the notice of such meeting.

Section 9. Notice of Meetings. Notice of regular meetings, including the time and place
therefore, shall be provided to the members at least two business days ahead of the scheduled meeting.
Notice of special meetings must be provided no less than twenty-four (24) hours before the start of the
meeting. Public notice of all meetings must be made in accordance with the appropriate provisions of
the Georgia Open Meetings Act (O.C.G.A. § 50-14-1 et. seq.).

Notice of special meetings may be either oral or written. Oral notice may be delivered personally
or by telephone and shall be given at least twenty-four (24) hours prior to the time of the meeting. Written
notice may be sent by mail or electronic mail or delivered personally. If delivered personally or by
electronic mail, such notice shall be delivered twenty-four (24) hours prior to the time of the meeting. If
written notice is sent by mail, such notice shall be mailed three (3) days prior to the time of the meeting.
Unless specified otherwise, any notice hereinafter called for in these by-laws shall be given as specified
in this section:·· No notice of any meeting need be given any director who attends such meeting unless
such director attending at the beginning of such meeting states any objection or objections to the place
and time of the meeting, to the manner in which it has been called or convened or to the transaction of
business. No notice shall be required to be given any director who at any time before or after the meeting
waives notice of the meeting in writing.

Section 10. Quorum. A majority of the directors, including either the Chairperson or Vice-
Chairperson to preside, at a meeting duly assembled, shall constitute a quorum for the transaction of
business. No action may be taken by the board without the affirmative vote of a majority of the full
membership of the board. If at any meeting of the Authority there shall be less than a quorum, a
majority of those present may adjourn the meeting without further notice, until a quorum shall have
been obtained.

Section 11. Executive Session. For the purposes of these by-laws the terms executive
meeting(s) or session(s) and/or executive meeting(s) or session(s) shall mean one and the same. The
Chairperson may call for an executive session of the Authority only from within an open meeting, and no
additional notice is required. Subject matter for executive sessions is limited to those allowed pursuant to
O.C.G.A. §50-14 et seq. specifically discussions on the purchase of property acquisition, disposal or
leasing of property, discussions of personnel matters within the scope detailed under O.C.G.A. §50-14-
3(6) and §50-14- 1(d)(l) and privileged consultation with the legal counsel of the Authority on matters of
policy, pending or threatened litigation, claims, administrative proceedings or other topics determined to
be within the scope of O.C.G.A §50-14-2 and §50-14-l(d)(l).

Bylaws of the Development Authority of the City of Stockbridge 2
Any resolution, rule, regulation, ordinance, or other official action of an agency adopted, taken, or
made at a meeting which is not open to the public as required by O.C.G.A. §50-14 et seq shall not be
binding. Voting on issues discussed in executive session shall only be made binding by a subsequent
vote in an open meeting. The Board shall not utilize the legal counsel justification for calling an
executive session unless the Authority's legal counsel is in fact present to attend the executive session.
Meetings cannot end in executive session. Motions to adjourn shall only be made during open meeting
sessions.
Executive sessions must be documented pursuant to adoption of a resolution authorizing and
directing the presiding officer to do such under O.C.G.A. §50-14-4 and §50-14-l(d)(l). The presiding officer
shall execute an affidavit in compliance with O.C.G.A. §50-14-4 as ratified by the Board. The Board shall-
have responsibility for insuring adherence to the requirements of O.C.G.A. §50-14 et seq during all
meetings, for having the resolution and affidavits properly validated and for placing the appropriate copies
into the minutes of the meeting. Executive meetings are to be captured in separate meeting minutes
which shall adhere to the requirements listed O.C.G.A. § 50-14-1
Participation in executive meetings shall be limited to the Directors, assigned legal counsel, any
specifically invited individuals.

Section 12. Parliamentary Procedures. In case of dispute concerning parliamentary
procedures governing the conduct of meetings of the Authority, Roberts Rules of Order shall
govern.

Section 13. Ex officio members. The Authority may include in its meetings and activities
persons known as Ex officio members who shall be non-voting members representing
governments, agencies or institutions in Henry County. Ex officio members may participate in
Authority discussions and activities, provide reports from their respective agencies, and serve on
Authority committees, subject to approval by the Chairperson. The Authority may create or disband
Ex officio memberships as deemed necessary. Ex officio members are afforded regular
participation in the Authority's public meetings and thereby contribute information and exercise
influence in these discussions. As such, Ex officio Members shall agree to be bound as are
Directors by the rules as they apply regarding Conflicts of Interest and Confidentiality as recorded
in these Bylaws.
ARTICLE III - OFFICERS
Section 1. Election. The directors shall elect from one of their number a Chairperson, a
Vice Chairperson, a Secretary, a Recording Secretary, a Treasurer and a Sergeant-at-Arms. The
Treasurer and the Recording Secretary may be, but need not be, a director.

A meeting shall be held during the month of December of each year for the purpose of
electing new officers for the following twelve {12) months. Notice of the time and place of such
meeting shall be given by the retiring Chairperson as provided for herein for regular meetings.

Section 2 . Term and Removal. All officers will serve one year terms, with no limits on the
number of terms they may serve. All officers shall be elected by and serve at the discretion of the
directors and any officer may be removed from office, either with or without cause, at any time,
by the affirmative vote of the majority of the directors of the authority then in office. A vacancy
in any office because of death, resignation, removal, disqualification or otherwise, shall be filled
by the directors for the unexpired portion of the term. Resignations shall be submitted in writing to
the Chairperson.

Bylaws of the Development Authority of the City of Stockbridge 3
Section 3. Duties of Chairperson. The Chairperson shall be responsible for directing all Board
affairs and shall preside at all meetings of the Board. He or she may sign any documents which have
been authorized by the Board or are required by law to be signed or executed. In general, he or she
shall perform all duties incident to the office of Chairperson and such other duties as may be prescribed
by the Board from time to time. The Chairperson of the Authority shall be entitled to vote only in the
event of a tie. The Chairperson shall appoint committees and committee chairpersons as may be
necessary. The Chairperson shall be a member of all committees. The Chairperson, or its designee,
shall be responsible to the City Council for reports and information on the Authority.

Section 4. Duties of Vice Chairperson. In the absence of the Chairperson, or in the event of his
or her inability or refusal to act, as determined by a majority of the members present at a meeting at
which a quorum is present, the Vice Chairperson shall perform the duties of the Chairperson and when
so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. The
Vice Chairperson shall perform such other duties as from time to time may be assigned to him or her by
the Chairperson.

Section 5. Duties of Secretary. The Secretary shall affix the Authority seal to any lawfully
executed documents requiring it and shall attest to the signature of the Chairperson and/or the Vice
Chairperson of the Authority who are authorized to execute documents of the Authority. The Secretary
shall give appropriate notices in accordance with the bylaws and as required by law. The Secretary shall
act as custodian of Authority records as well as the Seal of the Authority. In general, the Secretary shall
perform all duties usually incident to the office of Secretary and such other duties as may be prescribed
by the members of the Authority from time to time.

Section 6. Duties of Treasurer. The treasurer shall be the custodian of the funds of the
Authority and shall supervise the collection of monies due to the Authority, the expenditures of the
Authority funds, and the preparation and maintenance of appropriate books of account. The Treasurer
shall have the responsibility of keeping financial records and accounts. The Treasurer shall oversee
development of the Annual Budget. The Treasurer shall cause an Annual Audit of the books of the
Authority to be made by the firm which audits the books of the City of Stockbridge and
present such audit to the directors of the Authority. A copy of the audit shall be filed with the
State Auditor, if necessary, to comply with Local Government Financial Standards Act (Georgia Laws,
1980, p. 1738). The Treasurer shall make reports to the Authority as to its financial condition. The
Treasurer shall make available all financial information of the Authority to the Mayor and Council of
Stockbridge, Georgia. In general, the Treasurer shall perform all duties usually incident to the office of
Treasurer and such other duties as may be prescribed by the members of the Authority from time to
time. The Treasurer need not be a director of the board. If a non-member, the Treasurer will not have
any of the powers, rights, or duties of directors.

Section 7. Duties of Recording Secretary. The Recording Secretary shall attend meetings for
the purpose of recording the minutes of such meetings. The Recording Secretary need not be a director
of the board. If a non-member, the Recording Secretary shall not have any of the powers, rights, or
duties of directors.

Section 8. Duties of Sergeant at Arms. Sergeant at Arms is the chief bylaws enforcement and
protocol officer of the Authority and is responsible for order and efficiency during meetings. The
Sergeant at Arms reviews and implements all issues relating to the safety and security of the Authority
members and meeting environments.

Bylaws of the Development Authority of the City of Stockbridge 4
The Sergeant-at-Arms' shall have the responsibility to verify attendnce, compliance with “Open
Meeting" laws and quorums at meetings. If the Authority votes are by raised hands, the sergeant-at-arms
counts the hands; if the Authority votes by ballot, the Sergeant-at-Arms will distribute, collect and count
the ballots.

Section 8. Legal Counsel and Advisors. The Board may appoint officers and retain agents, engineers,
attorneys, fiscal agents, accountants, and employees and may provide for their compensation and duties.

Section 9. Subcommittees. Standing or special subcommittees of the Board may be created as deemed
appropriate by the Chairperson or a majority of the members of the Board. The Authority may appoint
members of the subcommittees such as individuals who live or work in the City of Stockbridge as the
Authority deems appropriate and such members do not have to be members of the Authority. The
subcommittee shall serve in an advisory capacity to the Authority. The Chairperson of the Authority shall
choose from among the members of each subcommittee a person to serve as chairperson of that
subcommittee. The chairperson of each subcommittee shall serve a term assigned by a majority of the
Board, and be eligible for reappointment. Each subcommittee shall make reports of its activities to the
Authority as the Chairperson or the Board requests.

ARTICLE IV - CONFLICT OF INTEREST AND CODE OF ETHICS

Section 1. Code of ethics: The provisions of Georgia Code of ethics for members of boards,
commissions, and authorities (.O.C.G.A. Code Sections 45-10-3 and 45-10-4) shall apply to all directors
of the authority. No member or employee of the Authority shall have, directly or indirectly, any financial
interest, profit, or benefit, in any contract work or business of the Authority, nor in the sale, lease, or
purchase of any property to or from the Authority. Should one or more members or employees have
acquired, prior to their affiliation with the Authority, property located in an area in which the Authority is
undertaking to implement a development plan, and the Authority wishes to purchase or otherwise acquire
such property from the employee or member, then in such event, the sale or transfer of such property,
upon full disclosure of the employee or member's interest in property, shall not be deemed a violation of
this Article. In addition to the foregoing, the members of the Authority may by resolution adopt a conflict of
interest and ethics policy that incorporates a Code of Ethics appropriately similar to those maintained by
the State of Georgia and/or City. For purposes of clarification, the members and employees of the
Authority shall be required to comply with applicable provision of the laws of the State of Georgia as such
relate to conflicts of interest and ethics.

ARTICLE Ill - FISCAL YEAR

Section 1. Time. The fiscal year of the Authority shall begin on the first day of January of each
year and end on the last day of December of each year.

Section 2. Annual Audit. The Treasurer of the Development Authority shall cause an annual audit
of the books of the Authority to be made by the firm which audits the books of the City of Stockbridge and
present such audit to the directors of the Authority. An audited financial statement shall be provided to the
City of Stockbridge fiscal officer, within six months of the end of the previous fiscal year. .A copy of the
audit shall be filed with the State Auditor; if necessary, to comply with the Local Government Financial
Management Standards Act. (Georgia Laws, 1980, p. 1738).

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ARTICLE IV- Bylaws, Seal and Policies

Section 1. Establishment of Bylaws. These bylaws are established pursuant to further efficiency
and operation of the Authority and shall become effective upon a majority vote of the members of the
Board provided, however, that as and to the extent of any inconsistency between the provisions of these
bylaws and state law, the provisions of state law shall prevail.

Section 2. Rules, Regulations and Polices. The Board shall have the power and authority to make
such rules, regulations, and policies consistent with state law as said Board may deem expedient
concerning the purpose of the Authority provided for by state law.

Section 3. Seal. The Seal of the Authority shall consist of an impression bearing the name
" “Development Authority of the City of Stockbridge, Georgia" around the perimeter and the word
"SEAL" and the year of activation in the center thereof. In lieu thereof, the Authority may use an
impression or writing bearing the word "SEAL" enclosed in parentheses or scroll, which shall also
be deemed the seal of the Authority.

ARTICLE V – Legal and Financial authority to act

Section 1. Depositories. The Authority shall from time to time provide by resolution or
resolutions for the establishment of depositories for funds of the Authority.

Section 2. Execution of Notes, Drafts, and Checks. All drafts, checks, etc. drawn against
accounts of the Authority shall be signed by the Chairperson or the Vice Chairperson together with
the Treasurer.

Section 3. Contracts and legal Instruments. When necessary and proper for carrying into
execution the powers and purposes set forth in the Development Authorities Law pursuant to
O.C.G.A. § 36-62-6 et seq, contracts and other instruments to be executed by the Authority shall
be signed by, unless otherwise required by law, the chairperson, and the secretary. The Board of
Directors may authorize by majority vote, in writing, any officer or City of Stockbridge personnel to
execute legal instruments required for carrying into execution the aforementioned powers and
purposes of the Authority.

Section 4. Financial Obligations and Expenditures. When necessary and proper for
carrying into execution the powers and purposes set forth in the Development Authorities Law
pursuant to O.C.G.A. § 36-62-6 et seq, the Board of Directors may authorize by majority vote, in
writing, any officer or City of Stockbridge personnel to execute financial transactions and undertake
financial obligations required for operations of the business of the Authority. The Authority will
employ the use of signed vouchers for disbursement of funds.

Section 5. Conveyance of Title. Upon the action of the Authority resolving to convey title or
take title to real property, the signature of the Chairperson as well as the signature of the Secretary
shall be required.

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ARTICLE VI - AMENDMENTS

Section 1. Amendments. The by-laws of the Authority shall be subject to alteration,
amendment or repeal, and addition of new by-laws not inconsistent with any laws of the State of
Georgia creating this Authority. Proposed amendments shall be submitted in writing or by
electronic mail to all directors of the Authority These bylaws may be amended or repealed upon the
affirmative vote of a majority of the Board members, provided such amendment or repeal is proposed at a
prior meeting of the Board and further provided that notice of the meeting, at which the vote is to be taken,
shall set forth the proposal to be acted upon.

ARTICLE VII - REMOTE ATTENDANCE

Section 1. Attendance. Under circumstances necessitated by emergency conditions involving
public safety, the preservation of property, or public services, the Authority may meet by means of
teleconference so long as the notice required by the Georgia Open Meetings Act is provided, and the
Authority affords means for the public to have simultaneous access to the teleconference meeting.

If the Authority meets with a quorum present in person at a meeting, a director may participate
by teleconference (via video conferencing or telephone conferencing) if necessary due to reasons of
health or absence from the jurisdiction, so long as the requirements of the Georgia Open Meetings Act
are met. A director shall not participate by teleconference more than twice in one calendar year, unless
said director demonstrates emergency circumstances or provides the written opinion of a physician or
other health professional showing that reasons of health prevent that person's physical presence at the
meeting.

The foregoing Bylaws were adopted by the Development Authority of the City of Stockbridge this
_____ day of January 2023.

Chairperson of the Authority

Secretary of the Authority

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