October 15, 2026 CRA Board Meeting — Agenda Breakdown

The bylaws: firing the Executive Director would take five votes

In practice. The CRA's bylaws say nothing today about firing the Executive Director. Their general voting rule, §4.6, lets the Board act by "a vote of a majority of the Board members present" once at least four directors attend. That rule is the subject of a separate Cheatonville finding about two June 18 votes. The CRA's lawyer has said firing is covered in older policies that Cheatonville has not found in any public record, so whether anything more is required today is not known (see below). The amended bylaws would add a rule that firing him takes five of the Board's seven votes, however many directors attend. That sentence appears for the first time in this packet, four weeks after a motion to end his employment failed 3–4. The public record shows when it was first posted, but not who proposed it or when it was written.

What it says. These two sentences are underlined in red, meaning new, at the end of §3.4 on pages 14 and 15:

The TOECRA Executive Director, as an employee of the Agency, shall only be terminated upon a super majority vote of the TOECRA Board. A super majority as stated herein requires five or more votes.

(TOECRA is the bylaws' short name for the Town of Eatonville Community Redevelopment Agency.)

The vote it follows. On September 17, a walk-on resolution, CRA-R-2026-45, would have ended Executive Director Michael Johnson's employment "Without Cause for the Purpose of Pursuing A New Direction In Leadership." The draft minutes on this agenda record three ayes (Greathouse, Randolph and Thomas) and four nays (Williams, Mack, Jordan and Critton), printed as "MOTION FAILS, 4/3." The recap has the night in full. Here is what the new sentence would change:

Where it came from. The marked-up bylaws posted in the August 20 and September 8 workshop packets did not contain it. Their new §3.4 language ends at "through majority vote." The July 16 workshop posted only the current bylaws, and the September 17 packet attached no bylaws text at all. The minutes of August 20 and September 17 record no director asking for a five-vote rule. The packet credits the amendments as a whole to "Attorney Jackson and the Board of Directors," recommended "during the August 20, 2026 and September 8, 2026 Workshop." Those workshops have no posted recording or minutes, so what was said there can't be checked.

There is one account of how changes were gathered. On September 17, before the termination vote, the minutes record Mr. Johnson telling the Board: "We completed our discussion on the bylaws with all members, except Vice Chair Thomas. The changes have been noted and included in the amended by laws." On the recording he places the last bylaws session "on the 14th." The Board's September 14 workshop agenda listed only the policy manual and the budget. That workshop has no posted recording or minutes either, so the record does not show whether the bylaws came up there or at a separate session. It also does not show who wrote the five-vote sentence, or when.

"As an employee of the Agency." That six-word phrase touches a dispute from earlier this year. In March, Angie Gardner was both the Mayor and the Chair of the CRA Board. The minutes of a March 16 emergency meeting, which she did not attend, record the CRA's lawyer, Greg Jackson, telling directors that she had suspended Mr. Johnson "without any direction or input from this Board," and that "as of today, Mr. Johnson was terminated from his position." That night the Board took up a motion to rescind her disciplinary action and restore his pay, benefits and access. The minutes later call it "the passed motion," and at the next meeting directors called it the vote to reinstate him.

Whether he is a Town employee or a CRA employee was at the center of that dispute. The approved March 19 minutes record Mr. Jackson saying "Johnson, by the authority of the Board, is a TOECRA employee." The same minutes record Director Thomas recalling that Human Resources had called him a Town employee, and Director Critton citing an October 2024 CRA meeting where the same was said. If adopted, the new sentence would write Mr. Jackson's answer into the bylaws. Other records bear on the question too. The 2024 resolution hiring Mr. Johnson gave "direction to the Town of Eatonville Human Resource" on his starting salary, and under the 2025 interlocal agreement the Town runs the CRA's payroll (see below). Whether a bylaw can decide whose employee he is would be a question for lawyers, not this page.

What the record says about firing him today. When the Board hired Mr. Johnson in November 2024, CRA-R-2024-38 described "an at-will employment position, meaning that either party may terminate the employment relationship at any time, with or without cause." The same resolution authorized "the Chairperson and Executive Director to enter into an Employment Agreement." No signed agreement appears on the CRA's documents page, so whether one was signed, and what it says about ending the job, could not be checked. In March, the minutes record Mr. Jackson telling the Board that "termination by Board is in the policies and procedures, not CRA by Laws." Those policies and procedures have not appeared in any meeting packet Cheatonville has reviewed or on the CRA's documents page. They came before the new 2026 policy manual, a draft that was posted for the September 14 workshop and tabled September 17. That draft has general rules on discipline and on employees leaving a job, but no section on the Board firing the Executive Director.

Section 4 of the resolution on this agenda repeals any "resolutions, policies, procedures, bylaws, or portions thereof" that conflict with the new bylaws. Whether the five-vote rule conflicts with the 2024 hiring resolution, any employment agreement, or the older policies and procedures is a legal question this page does not answer.

Can it be undone? §8.1, which the redline changes only by adding the word "TOECRA," lets the bylaws be amended "after an annual review" by "the affirmative vote of at least a majority of the TOECRA Board." It requires at least two working days' written notice. A majority of the seven-member Board is four. Neither §8.1 nor the new sentence sets a higher bar for changing the five-vote rule. Under the new sentence itself, four votes would not be enough to fire him.

Both sides, and a comparison. The argument for protecting the job is on the record. The March 16 minutes record Director Williams saying that when the Executive Director came back, "Chair Gardner wanted to put safeguards in place so he could not go through what is happening right now." The same minutes record Director Mack recalling "Chair Gardner wanting to protect the position."

The September 17 debate is on the record too. The draft minutes record Director Randolph, who voted to end his employment, saying he "is an at will employee." Chair Critton, who voted no, argued against acting that night. On the recording she said "I don't necessarily see the benefit of doing that today" and "An agency without a director looks unstable." She also said that did "not alleviate the idea that he could still be removed." The draft minutes summarize her comment as "Without leadership, it will raise questions about this agency's stability." Neither meeting's minutes mention a five-vote rule.

The bylaws' general voting rule already allows for exceptions: under §4.6 the Board acts by a majority of members present "unless otherwise provided by law or these Bylaws." For comparison, the Town Charter sets no supermajority for removing any appointed official. The Town Clerk and the Town Attorney are each "appointed and may be removed by a simple majority vote of the Council."

Worth watching. This sentence would be adopted without discussion unless a director moves to pull the bylaws off consent. Citizen participation, Item IV, comes before that vote.

The CRA's lawyer: does the "through the Executive Director" rule cover him?

In practice. Under the amended §3.8, the Board as a body, and not just individual directors, would deal with the agency's "attorneys" only "through the Executive Director." The bylaws don't say whether that includes the CRA's own lawyer, the General Counsel.

The text. This sentence, underlined in red on page 18, has been in every marked-up copy since August:

The TOECRA Board or its individual member shall deal with TOECRA employees, agents, consultants, experts, attorneys and specialist solely through the Executive Director.

The section's first sentence lets the Executive Director, with the Board's approval, hire "attorneys," along with other staff and consultants, which suggests those are the attorneys meant. The text doesn't say. The wording follows the Town Charter's rule against interfering with staff, Sec. 2.06(c). On August 20 the minutes record Mr. Jackson calling the companion §3.4 language "basically identical" to the Charter's. But the Charter's rule covers only staff "subject to the direction and supervision of the Mayor." The Town Attorney is appointed by the Council and can be removed by it. Cheatonville's August 20 recap raised the same question about "attorneys" when the Board tabled the first draft. That night, directors were told the new staff-contact rules bar orders, not requests for information. The sentence has no such limit, and the October text still adds none.

Something new points the other way. The October draft adds a sentence to §3.7, the General Counsel section, on pages 16 and 17: "All legal actions shall be authorized by the Board of Directors." On its face, that sentence leaves the decision to authorize legal actions with the Board. It does not mention the Executive Director, and the bylaws don't define "legal actions."

What he has said about whom he represents. The approved March 19 minutes record Mr. Jackson telling the Board, "Mr. Johnson knows that I do not represent him, I represent the Board." Florida's rules for lawyers address the question in general terms. Rule 4-1.13(a) of the Rules Regulating The Florida Bar reads: "A lawyer employed or retained by an organization represents the organization acting through its duly authorized constituents." Under §3.7 of the bylaws, the TOECRA appoints and employs its General Counsel.

What he said on September 17. That night the Board debated money the budget listed as owed by the Town. He said on the recording that if "Mr. Johnson uh or this board were to direct me to take some type of action against that particular debt, then I will do so." About a minute after the termination resolution failed, he gave his staff report. He began by saying he "may not be asked to uh to attend any other meetings." He said "any shakeup with regards to the leadership uh in any capacity could jeopardize the future of this board," and that whether the CRA continues would be "the decision of Orange County." He credited the tourist development tax money the CRA and Town are seeking to "the leadership on the board. Not just Mr. Johnson but this board working together with the town." He praised "the chair, vice chair, the executive director, and the board in total." Calling it a "good meeting tonight," he told the Board, "you all did exactly what you all were supposed to do." Earlier that night the Board had also adopted the budget and tabled the bylaws and the policy manual.

Who wrote the amendments. The cover sheet credits "the recommendations of General Counsel, Attorney Jackson." The resolution credits "General Counsel, Attorney Jackson and the Board of Directors." It also has a line for him to sign under the words "approved as to form and legal sufficiency." In the packet copy, that line is blank, like the Chair's and the Clerk's. Neither document says who wrote the five-vote sentence.

Who CRA staff work for, and who keeps the books

In practice. Two changes deal with who CRA staff work for and who keeps the books. The bylaws would stop saying CRA staff are "considered to be Town of Eatonville employees." They would call them "employees of the TOECRA under direct supervision of the Executive Director" instead. The Treasurer, who keeps the financial records, would be retitled to match a job the Board created in August. The Executive Director's own share of control over the accounts does not change.

Who employs CRA staff: §3.8, carried from August. The bylaws say today: "Unless otherwise noted, TOECRA employees will be considered to be Town of Eatonville employees." The redline changes that to "Unless otherwise noted, TOECRA employees are employees of the TOECRA under direct supervision of the Executive Director." It also crosses out the opening words "In accordance with the Town of Eatonville policies." One thing stays: the Executive Director still hires "with the approval of the TOECRA" (§3.8, and §3.4.1).

On September 17, Director Randolph asked "to amend in the bylaws that CRA employees are Town employees," according to the minutes. The October text doesn't include that. On the recording, after the vote to table, a speaker who by context was the General Counsel offered to draft "a separate um amendment" if given the section. The Board could then "compare the two." No second version is in the packet. The record doesn't show whether the language was ever sent to him.

The 2025 interlocal agreement is the contract under which the Town provides services to the CRA. Its §3.1 says the Town provides "payroll." A section headed "Independent Contractor" (§5.5) says personnel policies and "employee benefits" for services under the agreement "shall be those of the TOWN." The agreement does not say who employs CRA staff. The redline doesn't mention either section. Its only change on the subject adds "for services throughthe [sic] town" to the §3.8 sentence on interlocal agreements.

Who keeps the books: §§3.6 and 6.9, new since the workshops. §3.6 crosses out "Fiscal Coordinator" and names the "Economic Impact Manager" as Treasurer. §6.9 gives the Executive Director and one other official, "subject to the direction of the TOECRA," control of the CRA's accounts. It crosses out "Fiscal Coordinator" and inserts "Fiscal Impact Manger," a misspelled title that matches no position.

The swap follows the Board's own vote. On August 20 it passed CRA-R-2026-38, 4–2, which consolidated "the Fiscal Coordinator and Community Coordinator functions" into the new job. Cheatonville's August 20 breakdown pointed out at the time that the bylaws still named the old title. The job description approved that night lists "Salary - $65,000.00 (contractual)." The budget adopted September 17 carries the position at $70,000 (recap). The job description puts the position "Under the general supervision of the Executive Director." The Executive Director's own share of account control is word for word the same as in 2025.

The rest of the redline, section by section

What it is. Apart from the five-vote sentence in §3.4 and the changes to §§3.6, 3.8 and 6.9 discussed above, here is every change of substance in the marked-up copy. "August" means the change was already in the August 20 and September 8 workshop copies, which are identical. "New" means it appears for the first time in this packet.

The August 20 breakdown explains each August change in full, including the purchasing tiers and how they compare with the Town's purchasing policy.

What the redline gets right. Every change of substance from the bylaws in force is marked in red, and the PDF contains no hidden text. The unmarked differences from the April 2025 bylaws are typos, punctuation, a dropped page footer and the signing block described below. A resident reading pages 13 to 24 can see every change of substance.

Drafting problems. The new 4.3(a) has no verb and cites a statute that doesn't exist. The closest real section, 286.0114, is about the public's right to be heard. Its subsection (3)(a) exempts "an official act that must be taken to deal with an emergency situation affecting the public health, welfare, or safety, if compliance with the requirements would cause an unreasonable delay," and 4.3(a) sits in the emergency-meetings section. Which section, if any, was meant can't be told from the packet. In §3.4.3, part of the existing $7,500 figure is printed in red as if it were new. Read with the marks, the figure is $7,501.00, as in August. That leaves two small gaps: a purchase of $7,500.00 to $7,501.00, or of exactly $25,000.00, fits none of the three approval levels. The signing block on page 24 drops the General Counsel and Town Clerk signature lines that the 2025 bylaws and the August copy both carried. No strike mark shows the removal.

What directors asked for that the text leaves out

In practice. Several things directors asked for at public meetings are not in the October text. The reverse is also true. Apart from the Treasurer's new title, which follows the Board's August 20 vote, the language that is new in October does not appear as a request in the August 20 or September 17 minutes. The minutes are short summaries, though, and the workshops where the packet says the changes were recommended have no posted minutes or recording. So the public record does not show who proposed the new language.

Reporting to the Chair. The approved August 20 minutes record: "The Board agreed that he should report to the Chair or in their absence, the Vice Chair." The same minutes record Mr. Jackson saying the Executive Director "would fall under the direct oversight of the Chair of the TOECRA." No reporting line appears anywhere in the October text. What §3.4 does say is that members may not "individually give orders and/or direction" to the Executive Director, with no exception for the Chair. That sentence was already in the August draft when the Board reached its agreement.

Meeting times. On September 17, Vice Chair Thomas asked that special meetings, and when asked, workshops, not be scheduled before 6 or 6:30 PM (recap). The minutes record Mr. Johnson saying "I do not see a problem in moving workshops to 6pm." They record Mr. Jackson giving "his recommendation for verbiage," including that workshops "begin no earlier than 6p.m." On the recording, the same "no earlier than 6 p.m." limit is also read aloud as proposed new wording for §4.2, on special meetings, and §4.3, on emergency meetings. None of it is in the October text. Not everyone wanted it: the minutes record Chair Critton saying "I would caution against putting restrictions in the bylaws." They also record Mr. Jackson presenting "a hypothetical" and saying "I recommend that this Board does they please." On the recording, the hypothetical was a Saturday workshop that could not start until 6 p.m.

Town employees. Director Randolph's September 17 request is covered above.

The vacancy section. On August 20, about §3.4.2, which lets the Chair act as Executive Director for up to 90 days during a vacancy, the minutes record Mr. Jackson saying "I would like to do some research." The minutes also record Mr. Johnson saying "I would caution the Board to hold until Attorney Jackson investigates it." §3.4.2 is unchanged in October, and no research result appears in the packet.

Worth watching. None of these requests was a formal Board vote. On September 17 the bylaws were tabled before any amendment was adopted. The workshops have no posted recording or minutes, so what was said there can't be checked. What the public record shows is narrower: requests made in open meetings are missing from the text, and the record does not show who proposed most of the new language.

The resolution: a reused number and an unchanged summary

What it is. Resolution CRA-R-2026-30 would adopt the amended bylaws "substantially in the form attached hereto as Exhibit 'A'" and replace earlier versions where they conflict.

A number already used. CRA-R-2026-30 is the number the Board used on July 16 for the resolution approving the April 2026 financials, which passed that night. The same bylaws item was CRA-R-2026-39 in August and CRA-R-2026-42 in September. The other two items on this agenda are -47 and -48. If it is adopted as numbered, two different CRA resolutions would carry the same number. The CRA has fixed this before: in September it gave a resolution a new number, CRA-R-2026-40, after CRA-R-2026-09 had been used twice.

A summary written before the new text. The cover sheet and the resolution are word for word the September 17 versions, apart from the number, the date and the page stamps. The cover sheet's summary is word for word the one written for August 20. It lists the topics as "CRA governance, administrative responsibilities, purchasing authority, meeting procedures, public participation, fiscal matters, and general operations." It does not single out firing the Executive Director, the five-vote rule, staff employment or the Treasurer. The resolution does not mention the September 17 discussion or the vote to table.

No clean copy. Exhibit A is the marked-up copy only. Page 25 is blank, and the housing item starts on page 26. If adopted as printed, the final text would have to be produced by applying the marks. That includes picking between the two titles the redline puts in place of "Fiscal Coordinator": "Economic Impact Manager" in §3.6 and "Fiscal Impact Manger" in §6.9.

Placement. In August the bylaws were a Board Decision, tabled 6–0 after Mr. Johnson recommended it. In September they were on consent, moved to discussion, and tabled (7–0 in the draft minutes). In October they are on consent again.

Consent: the September 17 minutes

What it is. The Clerk's summary of the September 17 meeting, described in the minutes themselves as an "abbreviated format." Once approved, they become the official record of that night.

What they record. The Board tabled the bylaws 7–0. It tabled the 2026 policy manual 7–0. It adopted the budget 6–1, with Vice Chair Thomas voting no, after removing the $892,083.46 the budget listed as owed to the CRA by the Town, along with the matching reserves line. The walk-on resolution to fire the Executive Director failed. A second walk-on, CRA-R-2026-46, would have authorized, by its title, "the CRA board chair Ruthi Critton to act as the Executive Director." Its text was not read aloud or posted with the agenda. After the termination failed, the Chair said on the recording that this resolution would have been coupled with the termination. A speaker who by context was the General Counsel answered that "it's not needed at this time," and she removed it from the agenda. The recap covers each item.

Where they differ from the recording. The minutes summarize Mr. Jackson's staff report as saying the tourist-tax decision "is based on the leadership of the Board and Executive Director Johnson." On the recording he said "Not just Mr. Johnson but this board working together with the town." The minutes leave out the Town.

A labeling question. The termination vote lists three ayes and four nays, but the result is printed "MOTION FAILS, 4/3," with the nays first. Elsewhere in the same minutes the ayes come first, as in "MOTION PASSES, 6/1."

Consent: a sales program and closing package for six homes

In practice. The Board is asked to approve a standard sales contract and a set of forms for selling the six homes the CRA is building. The forms identify no home. They give no address, price, income limit or buyer. Those details would be filled in later, and the resolution doesn't say whether each sale comes back to the Board. Section 4 does list public steps that come before any home is sold, "as applicable." They include a notice published at least 30 days before a sales contract is signed, a call for proposals, and picking a proposal "determined to be in the public interest." Section 4 doesn't say who does the picking.

What the resolution does. CRA-R-2026-48 finds that the six-home initiative "serves a valid community redevelopment purpose." It approves a "Six-Unit Single-Family Home Sales Program." It approves a master contract and Exhibits A through F "substantially in form." It lets the Executive Director "complete buyer-, parcel-, financing-, title-, construction-, and closing-specific blanks and attachments and to make non-material administrative revisions, subject to CRA/Town Attorney review." A material change to the public-purpose restrictions, price method, affordability terms, disposition method or the CRA's financial obligation "shall return to the CRA Board for approval." The exception is a change "previously delegated by lawful Board action." The resolution also says approval "does not convey any parcel, select any purchaser," or waive the state's rules for selling CRA land.

What it leaves open. No section of the resolution requires a home's price or buyer to come back to the Board. Section 10 lets officials sign documents to complete "Board-approved transactions" without saying what Board approval a single sale needs. Section 9 has the Executive Director and the attorney confirm conditions before each closing, including "satisfaction of any required CRA Board or Town governing-body action."

"Affordable." The cover sheet calls it an "Affordable Housing Sales Program." Section 2, the part that approves the program, calls it the "Six-Unit Single-Family Home Sales Program," without the word "affordable." Section 6 tells staff to identify the eligibility standards, "maximum sales price or affordability methodology," owner-occupancy period and resale rules that come from CRA policy or a funding source. It adds that "Nothing in this Resolution creates an affordability term or funding requirement that is not otherwise approved or legally applicable." Exhibit D, the affordability form, leaves the income limit, the restricted period and the resale method blank.

Mr. Johnson's September 22 memo asked the Council to waive Town fees on four of the CRA's homes. It said those homes could give four households a chance to own a home, "subject to the CRA's adopted purchaser and affordability requirements." It recommended that the CRA "document the affordability requirements applicable to the project." This package doesn't supply them. On October 6 the Council took the waiver off its agenda before any vote. The Town's new counsel said her firm is scheduling a meeting with the CRA's attorney "to go over the waiver request."

The money. The package doesn't say where sale proceeds go. In December 2025, CRA-R-2025-53 approved a revolving "builder line of credit" from Seacoast Bank: an account the CRA could borrow from as needed, up to $1,700,000, to build the six homes. It let the Executive Director complete it "using properties as collateral," that is, by pledging the properties to the bank as security (in the 2025 resolutions). No loan or mortgage document was among the records reviewed, so it is not known which lots, if any, were actually pledged. (Cheatonville's brief What Can the CRA Do That the Town Can't? covers this line of credit.)

State law, §163.380(2), has a rule for selling below fair value. Such a sale "shall require the approval of the governing body, which approval may only be given following a duly noticed public hearing." In this part of state law, "governing body" means "the council, commission, or other legislative body charged with governing the county or municipality" (§163.340(3)). The CRA's bylaws (§2.1) name the Town Council as "the governing body." The Council's five members also hold five of the CRA Board's seven seats. Separately, bylaws §6.8, unchanged in this redline, says buying, selling or leasing CRA property "shall be consistent with section 163.380, Florida Statutes, and approved by Town of Eatonville's Council." The package's control sheet has a line for a "Public Hearing (if required)."

What the posted record leaves open

From this packet. The bylaws would add a five-vote rule for firing the Executive Director, and the record does not show who proposed it. They would have the Board deal with the agency's attorneys "solely through the Executive Director," without saying whether that includes its own lawyer. The post that replaces the Fiscal Coordinator is given two different titles, and one section cites a statute that doesn't exist. The resolution reuses a number from July. The cover sheet's summary was written in August, before the new sentences appeared, and the packet has no clean copy of the bylaws. The housing program is called affordable, but its affordability form leaves the income limit and the length of the restriction blank, and no resale method is chosen.

From the record. Three things raised at public meetings are not in the text: the reporting line to the Chair that the minutes say the Board agreed to on August 20, the meeting-time language read into the record on September 17, and the Town-employee language a director asked for that night. In August, General Counsel said he would like to research the vacancy section, and no result is in the packet. In March, the minutes record him saying that firing by the Board is covered in the CRA's policies and procedures, not the bylaws. Cheatonville has not found a public copy of the policies that were in force then.

Next. The 2026 policy manual, tabled September 17, is not on this agenda. The September 14 breakdown walks through it.