hb818_LC_21_8272_a_2.html
05 LC 21 8272
House Bill 818
By: Representatives Dickson of the 6th, Williams of the 4th, and Forster of the 3rd

A BILL TO BE ENTITLED
AN ACT

To create the Dalton-Whitfield Economic Development Authority as a public body corporate and politic, a political subdivision of the state, and a public corporation, to have the responsibility and authority to promote economic development in Dalton and Whitfield County, Georgia; to provide for the creation and organization of the authority; to provide for the appointment of the membership of the authority and their terms of office, compensation, and qualifications; to provide for meetings; to provide for legislative findings and declaration of purpose; to provide for general powers; to provide for regulations; to provide for other matters relative to the foregoing and relative to the general purposes of this Act; to repeal conflicting laws; and for other purposes.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:

SECTION 1.
Short title.

This Act shall be known and may be cited as the "Dalton-Whitfield Economic Development Authority Act."

SECTION 2.
Definitions and references.

As used in this Act, the term:
(1) "Area" means the entirety of the geographic area of Whitfield County, Georgia.
(2) "Authority" means the Dalton-Whitfield Economic Development Authority.
(3) "City" means the City of Dalton.
(4) "County" means Whitfield County, Georgia.

SECTION 3.
Creation of authority, status, tax exemption, and sovereign immunity.

(a) There is hereby created a body public and politic to be known as the Dalton-Whitfield Economic Development Authority. The authority shall be deemed to be a political subdivision of the state and a public corporation and, by that name, may contract and be contracted with, sue and be sued, implead and be impleaded, and bring and defend actions. Said authority shall be an economic development authority created by Act of the General Assembly, and is intended to be an agency and instrumentality of the city and county, and a governmental unit for purposes of Section 103, 141, and 150 of the Internal Revenue Code of 1986, as amended. The authority shall not be a state institution, nor a department or agency of the state, but shall be a creation of the state, having a distinct corporate identity.
(b) The authority shall have its principal office within the city, and its legal situs or residence for the purposes of this Act shall be the county.
(c) The exercise of the powers conferred upon the authority in this Act shall constitute an essential governmental function for a public purpose. The properties of the authority, both real and personal, and the income of the authority are declared to be public properties and income used for the benefit and welfare of the people of Whitfield County and not for the purpose of private or corporate benefit, and such properties, to the extent of the authoritýs ownership thereof or other interest therein, and all income and obligations of the authority shall be exempt from all taxes and special assessments of the state or any city, county, or other political subdivision thereof. The authority shall have all of the exemptions and exclusions from taxes as are now granted to cities and counties for the operation of properties or facilities similar to the properties and facilities to be owned or operated, or both, by the authority.
(d) The authority shall have the same immunity and exemption from liability for torts and negligence as the state, and the officers, agents, and employees of the authority, when in performance of work of the authority, shall have the same immunity and exemption from liability for torts and negligence as officers, agents, and employees of the State of Georgia. The authority may be sued the same as private corporations on any contractual obligation of the authority. Any action to protect or to enforce any rights pursuant to the provisions of this Act or any suit or action against the authority shall be brought in the Superior Court of Whitfield County, Georgia, which shall have exclusive, original jurisdiction of such actions. The property of the authority shall not be subject to levy and sale under legal process. The records of the authority shall be public records which are subject to Article 4 of Chapter 18 of Title 50 of the O.C.G.A. Nothing in this Act shall be construed to abridge or change the powers and duties of other authorities, departments, boards, and like agencies of the city or county.

SECTION 4.
Members and meetings.

(a) The authority shall consist of seven members, who shall be natural persons who shall be at least 21 years of age and who shall be residents of the county. Both the mayor and council of the city and the county board of commissioners shall appoint two members each, who may or may not be a member of the respective council or board of commissioners and who shall serve one-year terms. The four initial appointees shall make the additional three appointments, subject to confirmation by the mayor and council of the city and the county board of commissioners, as follows: one member shall represent the interests of the carpet industry within Whitfield County and may be a member in good standing of any organized trade group organized to represent such interests, whose initial term shall be for one year, with subsequent terms of two years; one member shall represent the interests of the development and building trades within Whitfield County and may be a member in good standing of any organized trade group organized to represent such interests, whose initial and subsequent terms shall be for two years; and one member shall represent the interests of area businesses and may be a member in good standing of any locally designated chamber of commerce, whose initial term shall be for three years, with subsequent terms of two years. The staggered terms of members shall expire on the last day of January of the year of expiration and appointments for the succeeding two-year term shall be made in January with such appointments being effective as of the next February 1. Any member may resign at any time by filing a written notice of resignation with the chairperson of the authority. Members may be removed for cause by a majority vote of the members of the authority. The city administrator, the county administrator, the chief executive officer of Dalton Utilities, and the president of the Dalton-Whitfield Chamber of Commerce shall sit on the authority as ex officio, nonvoting members during their terms of employment in such capacity.
(b) The authority shall meet at such times as may be necessary to transact the business coming before it, but not less often than monthly. Either the chairperson or any two other members together may call a special called meeting of the authority. Meetings of the authority shall be open to the public in accordance with the laws of the State of Georgia. Written minutes of all meetings shall be kept, and within ten days following every meeting, a copy of the minutes shall be furnished to the mayor and council of the city and to the county board of commissioners. Meetings shall be conducted in accordance with the latest version of Robert́s Rules of Order.
(c) At the first meeting of the authority, the members shall elect a chairperson and a vice chairperson from its voting membership. Commencing in the year 2006, at the first meeting of the authority in February of each year, the members shall elect a chairperson and a vice chairperson from its voting membership. The chairperson shall preside at meetings of the authority and shall vote on all matters coming before the authority except when an even number of authority members is present and creates the possibility of a tie vote. In such instance, the chairperson shall not vote except to break a tie vote. The vice chairperson shall preside at meetings in the absence of the chairperson. In the absence of both the chairperson and vice chairperson, the members present at a meeting shall elect a temporary chairperson to preside at that meeting, so long as the chairperson and vice chairperson both remain absent from the meeting. Four voting members shall constitute a quorum. Official action may be taken by majority vote of those members voting on a matter if a quorum is present and voting on such matter, except that the bylaws of the authority shall be initially adopted or subsequently amended only by majority vote of all members. All voting members present at a meeting, including the chairperson, vice chairperson, or any other member presiding at such meeting, shall be entitled to vote on all matters which shall come before the authority. No vacancy on the authority shall impair the right of a quorum of four to exercise all the rights and perform all the duties of the authority.
(d) Members shall receive no compensation for their services as members of the authority but may be reimbursed for their proper and reasonable expenses incurred in the performance of their duties, subject to any limitations imposed by general law upon the reimbursement of public officials and subject to any limitations which may be contained, from time to time, in the bylaws of the authority.
(e)(1) As used in this subsection, the term "substantial interest or involvement" means any interest or involvement which reasonably may be expected to result in a direct or indirect financial benefit to a member, as determined by the authority members by vote, which determination shall be final and not subject to review.
(2) The provisions of Code Section 45-10-3 of the O.C.G.A. shall apply to the members of the authority, and a member of the authority shall not engage in any transaction with the authority. The provisions of the immediately preceding sentence and the provisions of paragraph (9) of such Code section shall be deemed to have been complied with and the authority may purchase from, sell to, borrow from, loan to, contract with, or otherwise deal with any member or any organization or person with which any member of the authority is in any way interested or involved, provided that:
(A) Any interest or involvement by such member is disclosed in advance to the members of the authority who will be voting on the matter or transaction and such disclosure is recorded in the minutes of the authority;
(B) No member having such a substantial interest or involvement may be present at that portion of any meeting of the authority during which discussion of such matter or transaction is conducted; and
(C) No member having a substantial interest or involvement may participate in any decision of the authority members relating to any such matter or transaction. A member who has any such substantial interest or involvement shall be entitled to participate in discussions of whether such interest or involvement is a substantial interest or involvement but shall not be entitled to vote on the question.
(3) Nothing contained in this subsection or in Code Section 45-10-3 of the O.C.G.A. shall be deemed to prohibit any member from providing legal services to the authority, being paid for such services and related expenses, or participating in discussions relating to his or her engagement, scope of services, compensation, or related matters or from voting on such matters.

SECTION 5.
Purpose.

The purpose of the authority is to promote diverse economic development within the area in such manner as the authority shall determine to be appropriate.

SECTION 6.
Duty of the authority.

It shall be the duty of the authority to promote diverse economic development within the area and to operate the authority and its facilities in a fiscally responsible manner.

SECTION 7.
Powers.

(a) The authority shall have all powers allowed by law and consistent with the provisions of this Act as are necessary or convenient to carry out its corporate purpose, including, without limitation, the power to:
(1) Adopt and alter a corporate seal;
(2) Purchase advertising promoting Dalton and Whitfield County to prospective businesses and other employers;
(3) Encourage, promote, sponsor, and co-sponsor Dalton and Whitfield County at conventions, trade shows, and special events;
(4) Lend financial support through grants, contributions, or otherwise to other governmental entities in furtherance of its corporate purpose;
(5) Lend financial support through grants, contributions, or otherwise to private sector for profit and not for profit entities in furtherance of its corporate purpose, specifically provided that the authority determines that the residents of the area shall receive a substantial benefit therefrom and provided that it does so by written agreement;
(6) Conduct activities to foster better public understanding on the part of individuals and businesses of the importance of economic development to the economy of the city, of the county, and of the area;
(7) Conduct activities to encourage and to assist the cooperation between the businesses and industries servicing conventions, trade shows, and special events;
(8) Engage in fundraising activities in furtherance of its corporate purpose;
(9) Subject to formal pre-approval by city and county, acquire by purchase, lease, or otherwise and to hold, lease, and dispose of real and personal property of every kind and character for its corporate purposes;
(10) Acquire in its own name by purchase, upon such terms and conditions and in such manner as it may deem proper, real property or rights of easements therein or franchises necessary or convenient for its corporate purpose, to use the same so long as its corporate existence shall continue, to lease or make contracts with respect to the use of the same, or to dispose of personal property in its discretion, or to dispose of real property upon the concurrence of the city and county. If the authority shall deem it expedient to acquire and construct any such facility on any lands, the title to which shall then be held by the city, the county, or any other municipality incorporated in said county, the governing authority or body of the city, the county, or any of the said municipalities is authorized to convey title to such lands to the authority upon the receipt of such lawful consideration as may be determined by the parties to such conveyance or upon payment for the credit of the general funds of said county or municipalities of the reasonable value of such lands, such value to be determined by mutual consent of said county or municipality and the chairperson of the authority;
(11) Appoint, select, and employ an executive director, officers, agents, and employees, and independent consultants including but not limited to engineering, architectural, and construction experts, fiscal agents, auditors, economists, and attorneys and fix their respective compensations; and to delegate to the executive director the authority and responsibility necessary to administer properly the day-to-day business of the authority within policies set by the authority and subject to its review. The powers delegated to the executive director may, at the election of the authority, include the making of recommendations as to the hiring and termination of other employees and their compensation, the management of the authoritýs offices and properties, the making of budget recommendations, and the hiring of independent consultants;
(12) Appoint an advisory committee and other committees of persons from the public and private sectors without regard to their place of residence;
(13) Make contracts of every kind and character, and, without limitation, any and all persons, firms, and corporations and the state and any and all political subdivisions, departments, institutions, or agencies of the state, including, but not limited to, the county and the city, are authorized to enter into contracts, leases, or agreements with the authority upon such terms and for such purposes as they deem advisable; and, without limiting the generality of the above, the authority shall be permitted to enter into the following: (A) contracts under which the authority purchases administrative and financial management services from the city or county to be performed by personnel at the city or countýs cost, which shall include the costs of payroll, employee benefits, supplies, and overhead reasonably allocable to the performance of such services, and (B) lease contracts relating to leases of real property, personal property, or both real and personal property;
(14) Accept loans and grants of money or materials or property of any kind from the United States of America or any agency or instrumentality thereof, upon such terms and conditions as the United States of America or such agency or instrumentality may impose;
(15) Accept loans and grants of money or materials or property of any kind from the State of Georgia or any agency or instrumentality or political division thereof, upon such terms and conditions as the State of Georgia or such agency or instrumentality or political subdivision may impose;
(16) Sell, lease, grant, exchange, or otherwise dispose of any personal property or interest therein;
(17) Sue and be sued in contract and in tort and to complain and defend in all courts;
(18) Advise and recommend plans to other public and private sector entities for the promotion of economic development;
(19) Conduct studies and develop plans for improving diverse economic development in the area;
(20) Receive and disburse public funds appropriated by the city and county and to receive and disburse funds from private sources and other revenues which may be received from time to time which would assist in the accomplishment of its corporate purpose;
(21) To issue revenue bonds pursuant to the provisions of Article 3 of Chapter 82 of Title 36 of the O.C.G.A., the "Revenue Bond Law"; and
(22) Do all things necessary or convenient to accomplish its corporate purpose and to exercise any power permitted by the laws of the state to be exercised by private corporations which will further the authoritýs ability to accomplish such purpose, so long as the exercise of such power is not in conflict with the Constitution or laws of this state.
(b) The powers enumerated in each paragraph of subsection (a) of this section are cumulative of and in addition to those powers enumerated in the other paragraphs of subsection (a) of this section and any other powers elsewhere in this Act or which may reasonably be inferred from the provisions of this Act. This Act shall be liberally construed to effect the described purposes, and in interpreting this Act, the courts are not to apply "Dillońs Rule."

SECTION 8.
Budget and finances.

On or before April 30 of each year, the authority shall receive its verified audit for the prior year. Prior to October 1 of each year, the chairperson of the authority shall appoint one member of the authority to confer jointly with the city administrator and with the county administrator and to act as liaison with regard to a proposed budget for the authority for the ensuing year. Such three persons shall annually be known as the Budget Committee. The Budget Committee shall produce a proposed budget for approval by the authority and submission, by October 1 of each year, to the mayor and council of the city and to the county board of commissioners. If the Budget Committee does not unanimously present a proposed budget to the authority for approval and submission, then the authority shall submit a continuation budget not greater than the total approved budget for the current year. The continuation budget shall include any upward or downward adjustment necessary to meet all debt service requirements and any downward adjustment necessary to apportion out budget funds exclusively applicable to the encouragement of diverse economic development should such operation become separate from the authority in the future. If either the city or county, or both, shall fail or refuse to approve the budget as submitted by the authority by December 31, then the continuation budget, as set forth above, shall become automatically effective in order to ensure operational continuity of the authority. Commencing Fiscal Year 2006, the city and county shall each be required to fund one-half of any deficit of operations, capital improvements, or debt service, or any combination thereof, of the authority. The continuation budget as set forth above shall remain in effect until the next budget cycle. In the event of a failure to reach budget agreement at that time or in subsequent years, then a percentage increase shall automatically apply to all line items of the budget equivalent to the percentage increase for the relevant time period as determined by the Blue Book CPI index for all consumer goods.

SECTION 9.
Bylaws.

The authority may, by affirmative vote of a majority of all members, adopt bylaws to govern the authority, its employees, and operation and may, by affirmative vote of all members, repeal, replace, or amend such bylaws.

SECTION 10.
Liability limited.

Neither the members of the authority nor any person executing notes, leases, or other agreements or obligations on behalf of the authority shall be personally liable thereon by reason of such execution.

SECTION 11.
Neither city nor county bound.

The authority shall have no power or authority to bind the city or the county by any contract, agreement, financial obligation, indebtedness, or otherwise; and no contract, agreement, financial obligation, or indebtedness incurred by the authority shall ever be a claim or charge against the city or county, provided that both the authority and the city or county shall be bound to each other by contacts, agreements, financial obligations, or indebtedness between themselves.

SECTION 12.
Oversight.

Either the mayor and council of the city or the county board of commissioners, or the designees of either, shall be authorized to inspect at their pleasure the state and condition of the authority, its properties, and all books and records pertaining to the authority and its affairs and the authority shall give and furnish them with assistance in making such inspections.

SECTION 13.
Dissolution.

Should the authority, for any reason, be dissolved after full payment of all indebtedness previously incurred, both as to principal and interest, title to all property of any kind and nature, real and personal, held by the authority at the time of such dissolution shall be conveyed to the city and to the county as tenants in common or title to any such property may be conveyed prior to such dissolution in accordance with provisions which may be made therefor in any resolution or trust instrument relating to such property, subject to any liens, leases, or other encumbrances outstanding against or in respect to such property at the time of such conveyance.

SECTION 14.
Repealer.

All laws and parts of laws in conflict with this Act are repealed.