§ 2-2204. Governing Board.

(a)

Composition and appointment. The Board shall consist of seven voting members appointed as follows:

(i)

Seven members shall be appointed by the County Commission from persons nominated by the Nominating Council as established herein. The Nominating Council shall select each nominee by individual majority vote. The Nominating Council shall submit to the Clerk of the Board of County Commissioners a list of nominees which is equal to one nominee plus up to two additional nominees for each Board vacancy for which a recommendation is being made. The Clerk of the Board of County Commissioners shall prepare a ballot containing the list of such nominees, and shall place the list of nominees on the next available County Commission agenda. The County Commission shall select and appoint the Board from the list of nominees submitted by the Nominating Council.

(ii)

The Board shall include one owner of a business in the Overtown community, one Overtown community advocate, one real estate developer, one attorney who is a member of the Florida Bar, one accountant with a certified public accountant designation, one professional architect and one resident of Overtown.

(iii)

There shall be a Nominating Council comprised of five members who will be appointed as follows:

(1)

one member shall be the County Commissioner from District 3, or designee;

(2)

one member shall be the Executive Director of the Southeast Overtown/Park West Community Redevelopment Agency, or designee;

(3)

one member shall be a resident of the Overtown community appointed by the County Commissioner from District 3;

(4)

one member shall be the President of the Miami-Dade Chamber of Commerce; and

(5)

one member shall be the Executive Director of the Miami-Dade Economic Advocacy Trust.

(iv)

The sole purpose of the Nominating Council shall be to solicit, screen, interview and recommend for appointment the best qualified candidates for the Board. The Nominating Council shall solicit recommendations from the public to fill vacancies on the Board by providing the public with notice of the availability of such positions. The Nominating Council shall review all recommendations at a meeting, which shall be advertised two weeks prior to such meeting, and allow comment and input from the public in accordance with a format devised by the Nominating Council, but in no event allowing less than two minutes per speaker. After such meeting, the Nominating Council shall submit a name for each position plus up to two additional names to the County Commission, along with a list setting forth the qualifications and demographic background of each candidate. The Board of County Commissioners shall make the appointments to the Overtown Community Benefits Advisory Board from the candidates recommended by the Nominating Council or request a new list of candidates for any of the vacant positions. In the event that the Board of County Commissioners requests additional candidates, the Nominating Council will devise the process for developing said list.

(b)

Qualifications. Each member of the Board shall (i) be a United States citizen, a permanent resident and a duly qualified elector of Miami-Dade County, (ii) have an outstanding reputation for civic pride, integrity, responsibility and community service, and (iii) comply with the requirements of Chapter 2-11.38 of the Code of Miami-Dade County.

(c)

Term. Three of the County Commission appointments to the Board shall be for an initial term which begins on the day of appointment and expires three years thereafter. Two of the County Commission appointments to the Board shall be for an initial term which begins on the day of appointment and expires two years thereafter. Two of the County Commission appointments to the Board shall be for an initial term which begins on the day of appointment and expires one year thereafter. The Nominating Council shall determine the respective initial terms of the members. The term of any Board member appointed or re-appointed pursuant to this article after the initial terms shall be for a term of three years each. The foregoing notwithstanding, the term of any Board member appointed or re-appointed pursuant to this article shall be subject to automatic expiration provided in Section 2-11.38.2 of this Code. Each Board member shall be permitted to serve no more than two consecutive and complete terms of three years each, but, in no event, more than the maximum number of years provided in Section 2-11.38.2 of this Code.

(d)

Vacancies. In the event of a vacancy during the term of a Board member, the Nominating Council shall convene and submit its recommendation(s) to fill such vacancy within 90 days of the vacancy notification. The County Commission shall fill the Board vacancy by designating a new member within 60 days of submission of such recommendation by the Nominating Council. In all other respects, vacancies shall be filled in the same manner that initial appointments are filled.

(e)

Unexcused Absences. Any Board member shall be automatically removed if, in a given calendar year, he/she (i) incurs two unexcused absences from Board meetings; or (ii) is absent from three consecutive Board meetings; or (iii) is absent from more than fifty percent of all the Board meetings held during a year. A member shall be deemed absent when he/she is not present at the meeting for at least seventy-five percent of its duration.

(f)

Conflict of Interest and Code of Ethics Ordinance. The Miami-Dade County Conflict of Interest and Code of Ethics Ordinance (the "Conflict of Interest Ordinance"), Section 2-11.1 of the Code of Miami-Dade County, Florida, shall be applicable to the members of the Board. Moreover, neither members of the Board nor their employers nor corporations in which they hold an ownership stake may obtain, seek or bid on projects which are funded by the Program during the Board member's term on the Board or for two years after said individual leaves Board membership. Any person who is in doubt as to the applicability of this Ordinance to himself or herself may request the Ethics Commission to render an opinion on such applicability, including the applicability of this provision.

(g)

Organization and Procedure.

(i)

The Board shall elect one of its members as chairperson and one of its members as vice-chairperson and both shall serve as officers for a term of two years. The members shall also elect such other officers as the members may determine to be necessary and such officers shall also serve a term of two years. The Board shall hold regular meetings no less than four times per year and such other meetings as it deems necessary. A majority of the members of the Board shall constitute a quorum. All meetings of the Board shall be public and the Board shall maintain written minutes of all proceedings that shall be promptly prepared and recorded by the Clerk of the Board.

(ii)

The Board shall make and adopt bylaws, rules and regulations for its own governance, provided that such bylaws, and any amendments thereto, are consistent with federal and state laws and county ordinances, rules, regulations, policies and procedures.

(Ord. No. 15-109, § 2, 10-6-15)