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Agenda 3 HRA Meeting Minutes Tuesday, January 20, 2015 Page 15 1 HRA members were in agreement that the extended negotiations were terminated if the City 2 Council does not approve them at their January 26, 2015 meeting; with Chair Maschka 3 clarifying that, if the financing was not finalized in that time frame, the proposed project with 4 GMHC was done. 5 6 At the request of Ms. Fleming, Ms. Ingram clarified that upon satisfactory completion of 7 negotiations as contained in the motion, the next step would be negotiation of the draft 8 definitive development agreement and purchase agreement, which Western Bank would be a 9 party to as well. 10 11 Affirmation/Approval of By-Laws (former Item 2.a/Attachment A) 12 Ms. Kelsey clarified that approval of the by-laws following this annual review was tied to 13 adoption of a Resolution (Attachment C) available in draft form in tonights meeting packet, 14 pending this years review and discussion. 15 16 Member Wall referenced an e-mail he had previously sent to staff, but due to open meeting 17 law restrictions, had not been forwarded to the HRA Board prior to this meeting. Member 18 Wall noted that by-laws were not intended to be static, but remained a living document subject 19 to change over time. 20 21 Within the document itself, Member Wall noted inconsistencies in the use of members or 22 commissioners, and based on State Statute suggested and expressed his preference for using 23 Commissioner as the official title and for consistency throughout the document. 24 25 Section 2.3 26 Member Wall addressed compensation and reimbursement provisions, and suggested only out- 27 of-pocket expenses be covered. Member Wall opined that he was very concerned about the 28 HRA having the ability to spend limited taxpayer dollars as compensation for meeting 29 attendance, and therefore, suggested eliminating that language. 30 31 Ms. Ingram advised that the language of the by-laws had been recently amended to be 32 consistent with the HRA Act itself, and under the section referenced by Member Wall, it 33 represented an exact reflection of statutory language. Ms. Ingram advised that the reason 34 expenses and compensation are grouped together was due to them being grouped in the HRA 35 Act language. However, Ms. Ingram noted the term may used in both documents that would 36 address any extraordinary expenditures of a Commissioner in performing their duties, at which 37 time the body may chose to compensate or reimburse a member accordingly. Ms. Ingram 38 advised that the HRA could certainly tighten their by-laws to be more restrictive than the HRA 39 Act, and allow for no compensation, but noted that there was no legal necessity to do so. 40 41 Member Majerus noted that the rationale in revising language last year had been welcomed 42 and its purpose was to make Roseville HRA by-laws consistent with other Commissions in the 43 City. Since current language is consistent with the HRA Act, and other HRAs, Member 44 Majerus opined that as long as the language used was may, that should address any 45 concerns. 46 47 Member Wall reiterated his concern in a clause allowing for compensation of Commissioners 48 for meeting attendance, questioning if that opened the door for Commissioners on City 49 advisory boards to consider that they were entitled to compensation as well. 50 51 Ms. Ingram clarified that those advisory commissions to the City Council were not governed 52 by the HRA, not the HRA Act. 53 54 Member Wall clarified that he was talking about policy concerns. 55