Article I

The Agency




Section 1; Name. The name of the Agency shall be "City of Buffalo Urban Renewal Agency".


Section 2; Seal. The seal of the Agency shall be in the form of a circle and shall bear the name of the Agency and the year of its organization.


Section 3; Office. The office of the Agency shall be at Buffalo City Hall or at such place or places as the Agency may, from time to time, designate by resolution.


Section 4; Power. The Agency shall have such powers as are conferred upon it by law, and in particular, Article XV-A of the General Municipal Law, and as more particularly delegated to it by the Common Council of the City of Buffalo by resolution dated September 27,1966 and being item No. 264 of the Common Council proceedings of that date.


Article II



The officers of the Agency shall be a Chairman, Treasurer, Secretary, and Counsel. The Chairman and the Vice- Chairman shall be members of the Agency. The Treasurer, Secretary and Counsel shall be appointed by the Chairman, subject to confirmation by the Agency. The Agency may also, from time to time, appoint such other officers as the Agency may require, and fix their duties, powers and terms of office.


Article III

Powers and Duties of Officers


Section 1; Chairman. The Chairman or such other member of the Agency as the Chairman may designate shall preside at all meetings of the Agency. The Chairman or his designee shall sign all official orders thereof, execute all properly authorized contracts, agreements, bonds, certificates of indebtedness, deeds, mortgages and leases, and shall have general supervision over the business and affairs of the Agency. At each meeting, the Chairman shall submit such recommendations and proposals as he may consider proper concerning the business affairs and policies of the Agency.


Section 2; Vice-Chairman. The Vice-Chairman shall be the Executive Director of the Office of Strategic Planning whose powers and duties as the BURA Vice-Chairman shall be the same as those conferred upon the Executive Director of the Office of Strategic Planning under the Charter of the City of Buffalo, excepting the exercise of any such powers and duties that would create an actual or apparent conflict with respect to the Agency’s role as subrecipient, grantee, independent contractor or as to any other contractual duties and/or obligations with the City. The Vice Chairman shall abstain from voting on all motions and resolutions brought before the Agency related to agreements with the City, including but not limited to agreements for the Agency to administer or manage federal grants on behalf of the City.


Section 3; Secretary. The Secretary shall keep the records of the Agency, shall act as secretary at the meetings of the Agency and record all votes and shall keep a record of the proceedings of the Agency in a minute book to be kept for such purposes. He shall keep in safe custody the seal and shall have the authority to affix such seal to all contracts and instruments authorized to be executed by the Agency requiring such seal to be affixed. He shall have authority to have all copies made of all minutes and other records and documents of the Agency and to give certificates under the seal of the Agency to the effect that such copies are true copies. He shall perform such other duties as are incidental to his office and as from time to time may be imposed upon him by resolution of the Agency.


Section 4; Appointments. All members of the Agency shall hold office until their successors are appointed and qualify.


Section 5; Vacancies. In the event that any office there under is vacated, or in the event that any officer is unable to perform his duties by reason of illness, disability or absences, the other members of the Agency shall fill such vacancy by majority vote and the person so elected shall thereafter fill such vacancy permanently or during the temporary vacancy, as the case may be.


Section 6; Additional Personnel. The Agency from time to time may employ such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by Article XV-A of the General Municipal Law of the State of New York and all other laws of the State of New York applicable thereto.


Section 7; Committees. The Agency, by resolution adopted by a majority of the Agency members, may establish one or more committees, including but not limited to audit and governance committees. The Chairman will appoint committee members to terms of two (2) years, with the power to reappoint for additional terms. The Chairman may remove a committee member for cause and/or for failure to attend three (3) consecutive meetings without being excused. Each committee shall consist of at least one Agency Board member and the Chair of each committee shall be an Agency Board member.


Article IV



Section 1; Regular meetings. Regular meetings of the Agency shall be held on the FOURTH THURSDAY of each month at 9:30 A.M.


Section 2; Special meetings. The Chairman of the Agency may when he deems it necessary or proper, and shall, upon the written request of two members of the Agency, call a special meeting for the purpose of transacting any business designated in the call. Every special meeting shall be held at such time and place as shall be designated in the notice thereof, notice of which shall be served upon each member of the Agency, personally, two days prior to the time set for the meeting, or by mail, four days prior to the time set for the meeting. In any case, written waiver of notice of such special meeting may be executed by any member of the Agency in place and stead of any other form or notice.


Section 3; Adjournment. Any meeting may be adjourned to a later date upon notice, to any absent member, of the date and place of the adjourned meeting.


Article V



A majority of the members of the Agency shall constitute a quorum for the transaction of business.


Article VI

Order of Business


Section 1; Order of Business. At regular meetings of the Agency, the following shall be the order of business:


1. Roll Call

2. Reading and approval of Minutes of previous meeting

3. Bills and Communications

4. Report of Committees

5. Unfinished business

6. New Business

7. Adjournments


Section 2; Resolutions. All resolutions shall be in writing. Resolutions to be considered at any meeting must be filed with the Secretary at least 72 hours before the meeting at which they are to be introduced, and shall be available for inspection by Agency members. All resolutions passed at any Agency meeting shall be ordered appended to the minutes of such meeting.


Section 3; Manner of Voting. All questions coming before the Agency shall be presented in the form of motions or resolutions chronologically numbered. The vote on all resolutions shall be by roll call and each motion shall be determined by a majority vote of the members present. The vote upon any motion, resolution or question shall be taken by ayes and noes and the names of the members present and their votes shall be entered in the minutes.


Article VII



By-laws of the Agency shall be amended only with the approval of at least a majority of the members of the Agency at a regular or special meeting; but no such amendments shall be adopted unless at least seven days written notice thereof has been previously given to all members of the Agency.


Article VIII

Indemnification, Insurance, Prohibition Against Extension of Credit


Section 1; Indemnification. The Agency shall indemnify any person 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 of the board, an officer, committee member or employee of the Agency at the time of such party’s conduct in question, against expenses, including reasonable attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person 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 Agency and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.


Section 2; Insurance. The Agency is authorized to purchase insurance for indemnification of members and officers as provided for in this Article.


Section 3; Prohibition Against Extension of Credit. The Agency shall not directly or indirectly extend or maintain credit, arrange for the extension of credit or renew an extension of credit to or for any officer, member or employee of the Agency.



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