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MDD Resolution No. 29-Adoption of Rules of Procedure for MDDRESOLUTION NO.29 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT ADOPTING RULES OF PROCEDURE FOR ALL MEETINGS OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT: Section 1: That the Board of Directors of the Baytown Municipal Development District hereby adopts the Rules of Procedure, which are attached hereto as Exhibit "A" and incorporated herein for all intents and purposes, for all meetings of the Board of Directors of the Baytown Municipal Development District. Section 2: This resolution shall take effect immediately from and after its passage by the Board of Directors of the Baytown Municipal Development District. INTRODUCED, READ and PASSED by the affirmative vote of the Board of Directors of the Baytown Municipal Development District, this the 7th day of November, 2002. ,lJt� C'' PETE C. ALFAROvPresident ATTEST: G _ `JV. SMITH, Assistant Secretary APPROVED AS TO FORM: ACIO RAMIREZ ., General Counsel FAKaren\Files\City Council\Municipal Development District\Resolutions\EstablishingRulesotProcedure.doc RULES OF PROCEDURE 1. AUTHORITY 1.1 Pursuant to the provisions of Texas Local Government Code, Section 377.071, the Board of Directors enacts these rules of procedure for all meetings of the Baytown Municipal Development District. L2 During any regular or special board meeting, a reasonable opportunity shall be given for citizens to be heard under these rules. The rules of procedure are enacted as guideline to be followed by all person present at any meeting, including the administrative staff, news media, and visitors. 2. GENERAL RULES 2.1 Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business. 2.2 Minutes of Meetings. An account of all proceedings of the Board shall be kept by the Assistant Secretary and shall be entered in a book constituting the official record of the Board. A certified Agenda shall be prepared for all closed meetings and shall be approved by the President, or officer presiding at the meeting, in accordance with Chapter 5 51, Texas Government Code, as amended. 2.3 Questions to Contain One Subject. All questions submitted for a vote shall contain only one subject. 2A Right of Floor. Any member desiring to speak shall be recognized by the Presiding Officer, and shall confine his or her remarks to the subject under consideration or to be considered. Generally, no member shall be allowed to speak more than once on any one subject until every member wishing to speak shall have spoken. 2.5 General Manager. The General Manager, or Acting/Interim General Manager, or his/her designee, shall attend all meetings of the Board unless excused. He or she may make recommendations to the Board and shall have the right to take part in all discussions of the Board, but shall have no vote. 2.6 General Counsel. The General Counsel, or Acting/Interim General Counsel, or his/her designee, shall attend all meetings of the Board unless excused Rules of Procedure Page 2 of 9 and shall, upon request, give an opinion, either written or oral, on questions of law. The General Counsel shall act as the Board's parliamentarian. 2.07 Assistant Secretary. The Assistant Secretary, or Acting/Interim Assistant Secretary, or his/her designee, shall attend all meetings of the Board unless excused, and shall keep the official minutes and perform such other duties as may be requested and assigned by the General Manager. 2.08 Suspension of Rules. Any provision of these rules not governed by state statute may be temporarily suspended by the affirmative vote of a majority of the quorum present. 2.09 Amendment of Rules. These rules may be amended, or new rules adopted by the affirmative vote of a majority of the quorum present, provided that the proposed amendments or new rules shall have been introduced before the Board at a prior Board meeting. 3. CODE OF CONDUCT 3.1 Directors. (a) During Board meetings, Directors shall preserve order and decorum and shall neither by conversation or otherwise delay or interrupt the proceedings nor refuse to observe the rules of the Board. (b) A Director, once recognized, shall not be interrupted while speaking unless called to order by the President or presiding officer, unless a point of order is raised by another member or the parliamentarian, or unless the speaker chooses to yield to questions from another member. If a Director is called to order while he or she is speaking, he or she shall cease speaking immediately until the question of order is determined. If ruled to be in order, he or she shall be permitted to proceed. If ruled to be not in order she or she shall remain silent or shall alter his or her remarks so as to comply with rules of the Board. 3.2 Administrative Staff (a) Members of the Administrative staff and employees shall observe the same rules of procedure and decorum applicable to members of the Board, and shall have no voice unless and until recognized by the President or presiding officer. (b) While the presiding officer shall have the authority to preserve decorum in meetings as far as staff members and employees are concerned, the General Manager also shall be responsible for the Rules of Procedure Page 3 of 9 1 orderly conduct and decorum of all employees under his or her direction and control. (c) The General Manager shall take such disciplinary action as maybe necessary to insure that such decorum is preserved at all times by employees in Board meetings. (d) All remarks and questions addressed to the Board shall be addressed to the Board as a whole and not to any individual Director thereof. (e) No staff member, other than a staff member having the floor, shall enter into a discussion either directly or indirectly without permission of the President or presiding officer. 3.3 Citizens (a) Citizens are welcome and invited to attend all meetings of the Board, and will be admitted to the meeting room up to the fire safety capacity of the room. (b) All citizens will refrain from private conversations in the meeting room while the Board is in session. (c) Citizens attending Board meetings shall observe the same rules of propriety, decorum, and good conduct applicable to the administrative staff. Any person making personal, impertinent, or slanderous remarks, or who becomes boisterous while addressing the Board or while attending the Board meeting shall be removed from the room if so directed by the President or presiding officer, and such person shall be barred from further audience before the Board during that session of the Board. (d) Unauthorized remarks from the audience, stamping of feet, applauding, whistles, yells, and similar demonstrations shall not be permitted by the presiding officer, who shall direct the removal such offenders from the room. In case the presiding officer shall fail to act, any Director may move to require him or her to act to enforce the rules, and the affirmative vote of a majority of the quorum of the Board present shall require the presiding officer to act. (e) No placards, banners, or signs of any kind will be permitted in the meeting room except exhibits, displays, and visual aids used in connection with presentations to the Board, provided that such exhibits, displays, and visual aids do not disrupt the meeting. 3.4 In General (a) Rules. Robert's Rules of Order (latest revision) shall govern in all cases, unless Robert's Rules of Order are in conflict with the rules of procedure hereby adopted, provided that Section 42, "Rules Governing Debate" relating to the right of the Chair to participate Rules of Procedure Page 4 of 9 in debate shall not be applicable and the President or presiding officer shall have the right to participate in debate of issues pending before the Board. (b) Recognition by presiding officer. No person shall address the Board without first being recognized by the presiding officer. (c) Procedure. Each person addressing the Board shall give his/her name and address in an audible tone of voice for the record, state the subject the person wishes to discuss, and, if representing a group, identify the group or organization the person represents. All remarks shall be addressed to the Board as a whole and not to any member thereof. No person other than Directors and the person having the floor shall be permitted to enter into any discussion, directly or through a Director, without permission of the presiding officer. No question may be asked a member of the staff without the permission of the presiding officer. (d) Spokesperson for group of persons. In order to expedite matters and to avoid repetitious presentations, whenever any group of persons wishes to address the Board on the same subject, it shall be proper for the presiding officer to request that a spokesperson be chosen by the group to address the Board, and in case additional matters are to be presented by any other member of the group, to limit the number of such persons addressing the Board. (e) Charges against employees. Should any person in a Board meeting charge an employee with improper conduct, malfeasance, nonfeasance, or misfeasance, then, in such event, such person shall be ruled out of order immediately and instructed to refer his complaint to the General Manager. (f) Disturbances. No person attending any Board meeting shall delay, interrupt, or disrupt the proceedings or refuse to obey the orders of the presiding officer. Any person making personal, impertinent, and slanderous remarks or who becomes boisterous while addressing the Board or while attending the Board meeting shall be removed from the room if so directed by the presiding officer. (g) Communication devices. Any person attending any Board meeting shall set a pager, cellular telephone, radiotelephone or other device to a mode to provide nonaudible notification of an incoming call or page. No person attending any Board meeting shall use a cellular telephone, radiotelephone or other telecommunication device for audible communications while the Board meeting is in session. 4. TYPES OF MEETINGS 4.1 Regular meetings. The Board shall hold its regular meetings in the Council Chamber at City Hall, 2401 Market Street, Baytown, Texas on the first Rules of Procedure Page 5 of 9 Thursday of each month beginning at 4:30 p.m., unless otherwise established by the Board. 4.2 Work sessions. Work sessions shall be called by the Assistant Secretary upon the request of the President, the General Manager, or a majority of the members of the Board. Such meetings shall be held in the Council Chamber unless otherwise established by the Board. In the event of a work session, the Assistant Secretary shall notify each member of the Board. A work session is to provide information to the Directors and to allow the Board to discuss the issues presented during the work session. While members of the public are invited to attend all work sessions, the public is not provided a right or time to speak on a topic during a work session, unless invited to do so by the Board. The Board shall make no decision during a work session, nor shall any vote of the Board be taken to decide a matter during a work session. 4.3 Special meetings. Special meetings of the Board shall be called by the Assistant Secretary upon the request of the President, the General Manager, or a majority of the Directors. In the event of a special called meeting, the Assistant Secretary shall notify each Director. 4.4 Emergency meetings. In case of emergency or urgent public necessity, which shall be expressed in the notice of the meeting, an emergency meeting may be called by the President, the General Manager, or a majority of the Directors, and it shall be sufficient if the notice is posted in compliance with the Texas Open Meetings Act, as amended. 4.5 Notice of Meetings. The agenda for all meetings, including Board, committee or subcommittee meetings, shall be posted by the Assistant Secretary on the City's official bulletin board and notice of all meetings shall be given by the City Clerk pursuant to the requirements of the Texas Open Meetings Act, Chapter 551, Texas Government Code, as amended (which includes providing notice to the County Clerk of Harris County, Texas). 5. PRESIDING OFFICER AND DUTIES 5.1 Presiding Officer. The President, or in the absence of the President, the Vice President, shall preside as chairman, or presiding officer at all meetings of the Board. In the absence of both the President and Vice -President, and with a quorum being present, the Board shall elect a temporary presiding officer. 5.2 Call to order. The President shall call the meetings of the Board to order, or in the President's absence, the Vice -President, and in the absence of both the President and Vice President; the Assistant Secretary shall call the meeting to order. Rules of Procedure Page 6 of 9 5.3 Preservation of order. The presiding officer shall preserve order and decorum, prevent insulting references to Directors, the impugning of other Director's motives, and confine Directors' remarks to the question under discussion. The presiding officer shall call upon the Sergeant at Arms as necessary to enforce compliance with the rules contained herein. 5.4 Substitution for Chair. The President may call upon the Vice President, or if he or she is unavailable, then any other Director to take his or her place, for a portion of a meeting, such substitution is not to continue beyond adjournment. 5.5 Points of Order. The presiding officer shall determine all points of order, subject to the right of any member to appeal to the Board. If any appeal is taken, then questions shall be, "Shall the decision of the presiding officer be sustained?". If a majority of the Directors present vote "No", the ruling of the chair is overruled; otherwise, it is sustained. 5.6 Questions to be Stated. The presiding officer shall state all questions submitted for a vote and announce the result. A roll call shall be taken upon the request of any member. 5.7 Call for Recess. The presiding officer may call for a recess of up to fifteen minutes at regular intervals of approximately one hour at appropriate points in the meeting agenda, or if requested by any two Directors. 5.8 Votes. Directors shall clearly indicate their vote on each matter submitted to a vote. 6. ORDER OF BUSINESS 6.1 Agenda. The order of business of each regular and special meeting shall be as contained in the agenda prepared by the General Manager. The agenda shall be a listing by topic of subjects to be considered by the Board. This Section shall govern placement of items on the agenda. Conduct of business at special meetings and committees and subcommittees will likewise be governed by an agenda and the rules of procedure contained herein. The agenda for each regular and special meeting of the Board is determined as follows: (a) All items to be included on the agenda must be submitted to the General Manager's Office, the General Counsel's Office and the Assistant Secretary's Office on or before 5:00 p.m. on the tenth day preceding the meeting. (b) Agenda items to be included on the agenda must be approved by (1) the General Manager or (2) the President or (3) two Directors. Rules of Procedure Page 7 of 9 (c) Should a Director's request for an item to be included on an agenda be refused, such refusal shall be placed on the same agenda to allow Board to determine whether the item shall be placed on the next agenda. (d) The Board may not reconsider an item if the item has been previously considered and voted on by the Board within the preceding six months, unless the Board, by majority vote of the quorum present, waives this restriction as to the item. The agenda order set out is the desired order for conducting the business of the Baytown Municipal Development District in regular and special meetings. When the best interest of the Board and the residents of the District require, any item appearing on the agenda shall be considered out of order as shall be determined by the presiding officer in his/her sole discretion. 6.2 The order for the agenda is as follows: (a) Call to order. (b) Pledge of Allegiance/Invocation. (c) Approval of minutes. (The minutes of the previous meeting(s) of the Board shall be submitted to the Board for approval or correction and approval.) (d) Citizen Communications. I. Items not on the agenda (5 minutes per speaker). A. To provide an efficient and orderly process to handle citizen communications and to provide notice to the public of each item to be discussed during the Board meeting, each citizen desiring to speak will be asked to complete a citizen communication form to be provided by the Assistant Secretary. The form will provide a space for the individual's name, address, telephone number, date of requested appearance, reasons for request to appear before Board and requested action of Board. The form must be submitted no later than ten (10) days in advance of the meeting. The Board requests that prior to appearing before the Board, the citizen make every attempt to resolve the problem through administrative channels. B. Any citizen who desires to address Board on a matter not included on the agenda may do so at this time. C. The five-minute limit may be extended by a majority vote of the quorum present. The Board reserves the privilege to make inquiries of the citizen at the end of his/her presentation. As this is an information - gathering period for the Board, all inquiries, requests, etc. will be referred to the administration for Rules of Procedure Page 8 of 9 processing, and a response to the citizen will be made at a later date. II. Items on the agenda. Any person desiring to address Board regarding an item on the agenda (save and except a citizen communication) may do so by registering on the form provided in the hallway leading to the meeting room. Each citizen's remarks will be limited to three (3) minutes, unless the time is extended by a majority vote of the quorum present. (e) Public hearing. (f) Business —Resolution, motions, reports, and discussion items shall be considered at this time. (g) Consent agenda —Routine matters which require no discussion (Any Director may remove any item from the consent agenda for discussion.) (h) Appointments —Any appointment to boards, committees or commissions shall be considered at this time. (i) General Manager's report —The General Manager will present reports of current problems and affairs of interest to the Board. (j) Executive session —In the event it is necessary for the Board to retire to executive session for the purpose of discussing matters which are permissible under Texas Government Code, Chapter 551, the Board may retire into closed session. However, before such session, the presiding officer shall announce that the executive session is commencing, and the reason therefor. (k) Adjournment. 7., CONSIDERATION OF RESOLUTIONS AND MOTIONS 7.1 Printed or Typewritten Form. All resolutions shall be presented to the Board in printed or typewritten form. The Board may, by proper motion, amend any resolution presented to it and direct that the amended resolution be adopted, except as otherwise provided by state law. 7.2 General Counsel to Approve. The General Counsel thereto shall approve all resolutions and contracts and amendments as to form. 7.3 Distribution of Resolutions. The General Manager shall prepare copies of all proposed resolutions for distribution to all Directors at the meeting at which the resolution is to be considered, or at such earlier time as is expedient. 7.4 Majority Vote Required. An affirmative vote of the majority of the Directors present is necessary to adopt or approve any resolution or take any official action in the name of the District except as otherwise provided by state law. Rules of Procedure Page 9 of 9 ck� 8. CREATION OF COMMITTEES, BOARDS AND COMMISSIONS 8.1 Board Committees. The Board may, as the need arises, authorize the appointment of the "ad hoc" Board committees. Any committee so created shall cease to exist upon the accomplishment of the special purpose for which it was created or when abolished by a majority vote of the quorum present. 8.2 Citizen Boards, Commissions, and Committees. The Board may create other committees, boards and commissions to assist in the conduct of the operation of the District's business with such duties as the Board may specify not inconsistent with state law. Membership and selection of members shall be as provided by the Board if not specified by state law. Any committee, board, or commission so created shall cease to exist upon the accomplishment of the special purpose for which it was created, or when abolished by a majority vote of the quorum present at the meeting during which abolition is considered. No committee so appointed shall have powers other than advisory to the Board or to the General Manager, except as otherwise specified by state law. 8.3 Appointments. (a) Individual Directors making nominations for members to citizen boards and commissions will consider interested persons on a District -wide basis. (b) The Board will make an effort to be inclusive of all segments of the community in the board and commission appointment process. Directors will consider ethnicity, gender, socio-economic levels, and other factors to ensure a diverse representation of residents of the District, but will seek the best appointment for each position. (c) The Board will take into consideration an individual's qualifications, willingness to serve, and application information in selecting nominations for membership to each board and commission. (d) In an effort to ensure maximum citizen participation, Directors should consider a practice of nominating new citizens to replace board members who have served three consecutive, full terms on the same board. 8.4 Rules of Procedure. Each board, commission, and committee of the District shall adopt Rules and Procedures for the conduct of business and matters that may come before them. Such rules and procedures shall be consistent with the rules and procedures set forth herein. In the alternative, the board, commission or committee may use these Rules and Procedures, as applicable.