hb1255.html

08 LC 35 0755/AP

House Bill 1255 (AS PASSED HOUSE AND SENATE)

By: Representatives May of the 111th and Walker of the 107th

A BILL TO BE ENTITLED
AN ACT

To create the Monroe Area Convention and Visitors Bureau Authority as a body corporate and politic, a political subdivision of the state, and a public corporation to have the responsibility and authority to promote tourism, conventions, and trade shows in the City of Monroe, Georgia; to provide for the creation and organization of the authority; to provide for the appointment of the members 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 "Monroe Area Convention and Visitors Bureau Authority Act."

SECTION 2.
Definitions.

As used in this Act, the term:

(1) "Area" means the corporate limits of the City of Monroe, Georgia.

(2) "Authority" means the Monroe Area Convention and Visitors Bureau Authority.

(3) "Board" means the board of members of the Monroe Area Convention and Visitors Bureau Authority.

(4) "City" means the City of Monroe, Georgia.

(5) "Special events" means events which, in the judgment of the authority, will promote tourism in the area initiated or privately contracted by the authority.

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

(a) There is created a public body corporate and politic to be known as the Monroe Area Convention and Visitors Bureau Authority. The authority shall be deemed to be a political subdivision of the state and a public corporation and, by that name, title, and style may contract and be contracted with, sue and be sued, implead and be impleaded, and bring and defend actions in all courts of law and equity. The authority shall be a convention and visitors bureau authority created by the General Assembly for a municipality, pursuant to Title 48 of the O.C.G.A., and is intended to be an agency and instrumentality of the municipality and a governmental unit for tax purposes; and, as to the municipality, the authority is intended to be a subordinated entity. 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 and being exempt from the provisions of Code Section 50-17-2 of the O.C.G.A., the "Georgia State Financing and Investment Commission Act."

(b) The authority shall have its principal office within the City of Monroe and its legal situs or residence for the purposes of this Act shall be the City of Monroe, Georgia.

(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 the city and not for the purpose of private or corporate benefit; and such properties, to the extent of the authority’s 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 as a private corporation 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 Walton County, Georgia, and any action pertaining to the validation of any bonds issued under the provisions of this Act shall likewise be brought in such court 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.

SECTION 4.
Members and meetings.

(a) Each person who is serving as a member of the City of Monroe Downtown Development Authority shall likewise serve as a member of the authority.

(b) Each person who is serving as an officer of the City of Monroe Downtown Development Authority shall hold the same office with the authority. 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. A majority of the members shall constitute a quorum. Official action may be taken by majority vote of those members if a quorum is present and voting on such matter; provided, however, that the bylaws of the authority may only be adopted or amended by majority vote of all members. All members present at a meeting, including the chairperson, vice chairperson, or any other member, shall be entitled to vote on all matters that come before the meeting, except as otherwise provided in this Act. No vacancy on the authority shall impair the right of the quorum to exercise all the rights and perform all the duties of the authority.

(c) The board shall consist of eight members, who shall be natural persons at least 18 years of age. The members of the board shall serve terms of three years. Members shall receive no compensation for their services as members of the authority, but shall be reimbursed for their proper and reasonable expenses incurred in the performance of their duties, subject to any limitations imposed by general law on the reimbursement of public officials and subject to any limitations which may be contained in the bylaws of the authority.

(d) The board shall meet at such times it deems necessary to transact the business coming before it, but not less than twice a year. Either the chairperson or any two other members, collectively, may call a special meeting of the board. Meetings of the board 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. Meetings shall be conducted in accordance with the latest version of Robert´s Rules of Order.

(e) The chairperson shall preside at meetings of the board and shall vote on all matters coming before the board. 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. A quorum shall consist of at least five members of the board. All 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 board. No vacancy on the board shall impair the right of a quorum to exercise all the rights and perform all the duties of the authority.

(f) If the City of Monroe Downtown Development Authority is dissolved or no longer exists, then the mayor and council of the city shall appoint the members for the authority.

SECTION 5.
Purpose and duties.

The purpose of the authority is to promote special events as well as to promote tourism, conventions, and trade shows within the area pursuant to Code Section 48-13-51 of the O.C.G.A. It shall be the duty of the authority to act in all matters of operation, including the management of facilities and special events, in a fiscally responsible manner.

SECTION 6.
Powers.

(a) The authority shall have all powers allowed by general 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 special events and promoting tourism, conventions, and trade shows;

(3) Encourage, solicit, promote, procure, sponsor, cosponsor, and service conventions, trade shows, and special events;

(4) Provide financial support through grants, contributions, or otherwise to other governmental entities in furtherance of its corporate purpose;

(5) Provide financial support through grants, contributions, or otherwise to private sector, for profit and nonprofit entities in furtherance of corporate purpose; provided that the authority determines that the residents of the area shall receive a substantial benefit therefrom;

(6) Conduct activities to foster a better public understanding among individuals and businesses of the importance of tourism and the convention industry to the economy of the city and of the area;

(7) Conduct activities to encourage and to assist the cooperation between the businesses and industries servicing tourists, conventions, trade shows, and special events;

(8) Engage in fundraising activities in furtherance of its corporate purpose;

(9) Acquire, by purchase, lease, or otherwise, and hold, lease, and dispose of real and personal property of every kind and character for its corporate purpose;

(10) Acquire, in its own name by purchase, upon such terms and conditions and in such manner as it may deem proper, franchises or real property or rights of easements therein to use so long as its corporate existence shall continue, lease or make contracts with respect to the use of the same, or dispose of in any manner it deems proper;

(11) If the authority shall deem it expedient, acquire and construct any facility relating to tourism, conventions, trade shows, or special events on any lands, the title to which shall then be held by the State of Georgia; provided that the Governor is authorized to convey to the authority for and on behalf of the state title to such lands upon payment to the State of Georgia for the credit of the general fund of the state of the reasonable value of such lands or upon the receipt of such lawful consideration as may be determined by the parties to such conveyance;

(12) If the authority shall deem it expedient; acquire and construct any facility relating to tourism, conventions, trade shows, or special events 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;

(13) Appoint, select, and employ executive members, 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. The authority may delegate to such executive members the authority and responsibility necessary to administer the day-to-day business of the authority within policies set by the board and subject to its review. The powers delegated to the executive members may, at the discretion of the board, include the making of recommendations as to the hiring and termination of other employees and their compensation, the management of the authority’s offices and properties, the making of budget recommendations, and the hiring of independent consultants;

(14) Appoint an advisory committee and other committees of persons from the public and private sectors without regard to their places of residence;

(15) Make contracts of every kind and character with; 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 as 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 and the city shall be permitted to enter into the following:

(A) Contracts under which hotel or motel taxes collected by the city are paid to and expended by the authority pursuant to by Code Section 48-13-51 of the O.C.G.A.;

(B) Contracts under which the authority purchases administrative and financial management services from the city to be performed by personnel at the city’s cost, which shall include the costs of payroll, employee benefits, supplies, and overhead reasonably allocable to the performance of such services; and

(16) Accept loans and grants of money or materials or property of any kind from the United States or any agency or instrumentality thereof upon such terms and conditions as the United States or such agency or instrumentality may impose;

(17) 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;

(18) Borrow money for any of its corporate purposes and to execute evidences of such indebtedness and to secure the same and to issue and validate revenue bonds pursuant to the provisions of Code Section 36-82-60 of the O.C.G.A., et seq., the "Revenue Bond Law," to pay the project costs of any one or more facilities relating to tourism, conventions, trade shows, or special events payable solely from funds pledged for that purpose, and to refund such revenue bonds. Such facilities shall be owned by the authority and may be leased in whole or in part under true leases and may be operated by others pursuant to one or more management contracts. Revenues of the authority including, but not limited to, revenues derived by it from such facilities and revenues derived from hotel or motel taxes received from the city may be pledged to the payment of debt service on such revenue bonds and other evidences of indebtedness of the authority;

(19) Sell, lease, grant, exchange, or otherwise dispose of any property, both real and personal, or the interest therein;

(20) Sue and be sued in contract and in tort and complain and defend in all courts;

(21) Advise and recommend plans to other public and private sector entities for the promotion of tourism, conventions, trade shows, and special events;

(22) Conduct studies and develop plans for improving tourism in the area;

(23) Receive and disburse public funds appropriated by the city, including, but not limited to, revenues derived from hotel or motel taxes collected by the city; and receive and disburse funds from private sources and other revenues which may be received which would assist in the accomplishment of its corporate purpose; and

(24) Do all things necessary or convenient to accomplish its corporate purposes and to exercise any power permitted by the laws of this state to be exercised by private corporations which will further the authority’s 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 any other provisions of this Act.

SECTION 7.
Bylaws.

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

SECTION 8.
Budget.

The authority shall prepare an annual budget to be submitted to the city and shall file all appropriate expenditure reports with the city and the state.

SECTION 9.
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 10.
City not bound.

The authority shall have no power or authority to bind the city 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; provided, however, that both the authority and the city shall be bound to each other by contracts, agreements, financial obligations, or indebtedness between themselves.

SECTION 11.
Oversight.

The city council shall be authorized to inspect at its 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 provide the city council such books and records cooperate fully with such inspections.

SECTION 12.
Dissolution.

Should the authority, for any reason, be dissolved after full payment of all indebtedness previously incurred, both as to principal and interest, the titles 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; or title to any such property may be conveyed prior to such dissolution in accordance with provisions which may be made therefore 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 13.
Repealer.

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