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HomeMy WebLinkAbout2016-07-12 PACKET 04.02.b. BYLAWS OF THE COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY ARTICLE I - THE AUTHORITY Economic Section 2. SEAL OF AUTHORITY. The seal of the Authority is in the form of a circle and bears the name of the Authority. Section 3. OFFICES OF AUTHORITY. The offices of the Authority are at the Cottage Grove city hall. Sect least two of whom are members of the Cottage Grove city council. Section 5. STATUTORY AUTHORITY. The Authority is governed by the provisions of Minnesota Statutes, sections 469.090 through 469.1081 1082 , with powers of a housing and redevelopment authority under Minnesota Statutes, sections 469.001 through 469.047 and a city development district under Minnesota Statutes, sections 469.124 through 469.133. ARTICLE II - OFFICERSORGANIZATION Section 1. OFFICERS. The officers of the Authority are the President, the Vice-President, the Secretary, the Treasurer, and the Assistant Treasurer. The Authority shall elect the President, Vice President, Treasurer and Secretary annually and they shall hold office for a term of one year or until their successors are elected and qualified. The Secretary and Assistant Treasurer need not be members of the Board. Section 2. PRESIDENT. The President shall preside at meetings of the Authority. The President shall sign contracts, deeds and other instruments made by the Authority. The President may submit recommendations and information concerning the business, affairs and policies of the Authority at any meeting. At the annual meeting, the President shall submit to the Board a report summarizing the activities and programs of the Authority for the past year and containing the President's recommendations for Authority activities for the ensuing year. The President shall be a Council member. Section 3. VICE-PRESIDENT. The Vice-President shall perform the duties of the President in the absence or incapacity of the President. In case of the absence or incapacity of the President or vacancy in the office of President, the Vice-President shall perform the duties of the President until a successor has been appointed and qualifies. No person may serve as President and Vice-President at the same time. 1 Section 4. SECRETARY. The Secretary shall keep minutes of all meetings of the Board and maintain all records of the Authority. The Secretary shall have custody of the seal of the Authority and shall affix the seal to contracts and other instruments authorized by the Authority. The Secretary shall also have such additional duties and responsibilities as the Board may from time to time prescribe by resolution. Section 5. TREASURER. The Treasurer shall (i) receive and be responsible for Authority money; (ii) be responsible for the acts of the Assistant Treasurer; (iii) disburse Authority money by check only; (iv) keep an account of the source of all receipts, and the nature, purpose and authority of once per year at the time set by the Authority. Section 6. ASSISTANT TREASURER. The Assistant Treasurer shall have the powers and duties of the Treasurer if the Treasurer is absent or incapacitated. The Assistant Treasurer shall deposit the funds in the name of the Authority in a depository selected by the Authority. The Assistant Treasurer shall keep regular books of account showing Authority receipts and expenditures and render to the Authority an account of the financial condition of the Authority. In the absence or incapacity of the Executive Director and Deputy Executive Director, the Assistant Treasurer, with the President, may sign contracts, deeds and other instruments made by the Authority. The Assistant Treasurer shall be the City Finance Director. Section 7. EXECUTIVE DIRECTOR. The Authority may employ an Executive Director who shall exercise general supervision over the administration of its business and affairs. With the President, the Executive Director shall sign contracts, deeds, and other instruments made by the Authority. The Executive Director shall be responsible for the management of the projects and general affairs of Authority, under the direction of the Board. The Authority may designate a Deputy Executive Director who shall perform the duties of the Executive Director in the absence or incapacity of the Executive Director and carry out other tasks as delegated by the Executive Director. Section 8. EMPLOYEES; SERVICES. The Authority may employ a chief engineer, other technical experts and agents and other employees as it may require, and determine their duties, qualifications and compensation. The city council may, by resolution, place any employees of the city under the direction and control of the Authority or may authorize any employee of the city to any, the Authority shall make to the city for use of its employees. The Authority may contract for the services of consultants, agents, public accounts and other persons needed to perform its duties and exercise its powers. The Authority may use the services of the city attorney or hire a general counsel for its legal needs. Section 9. ADDITIONAL DUTIES. The officers and employees of the Authority shall perform other duties and functions as may from time to time be required of them under these bylaws or by the Authority pursuant to resolution. Section 10. VACANCIES. If the office of President, Vice-President, Treasurer, Secretary or Assistant Treasurer becomes vacant, the Board shall elect a successor at the next regular meeting or at a special meeting called for that purpose. The successor serves for the 2 unexpired term of the office. Section 8. TERM: The appointments shall be for terms of 6 years, except that the terms of Formatted: Font: Times New Roman, 12 pt the Commissioners who are members of the City Council shall coincide with their terms of office Formatted: Font: Times New Roman, 12 pt as members of the City Council or such other terms as may be suggested by the Mayor and Formatted: Font: Times New Roman, 12 pt approved by the City Council. No member shall serve more than 2 consecutive terms. Formatted: Justified Section 9. VACANCIES. If the office of President, Vice-President, Treasurer, Secretary or Assistant Treasurer becomes vacant, the Board shall elect a successor atthe next regular meeting or at a special meeting called for that purpose. The successor serves for the unexpired term of the office. A vacancy is created from the membership of the Authority when a City Council member of the Authority ends Council membership. A vacancy for this, or another reason, must be filled for the balance of the unexpired term in the manner in which the original appointment was made. Section 10. REMOVAL: Removal of Commissioners shall be made pursuant to Minnesota Formatted: Justified Statutes, section 469.095, subd. 5. Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Section 11. COMPENSATION: Each Commissioner shall serve without compensation for Formatted: Justified attending each regular or special meeting of the Authority. Commissioners may be reimbursed for actual expenses incurred in doing official business of the Authority, pursuant to a reimbursement Formatted: Font: Times New Roman, 12 pt policy adopted by the EDA, or if none is adopted, pursuant to the same policy applicable to the Formatted: Font: Times New Roman, 12 pt City Council. Formatted: Font: Times New Roman, 12 pt Section 12. CONFLICT OF INTEREST:A Commissioner, officer or employee of the Formatted: Font: Times New Roman, 12 pt Authority shall not acquire any financial interest, direct or indirect, in any project or any property Formatted: Justified included or planned to be included in any project, nor shall the person have any financial interests, Formatted: Font: Times New Roman, 12 pt direct or indirect, in any contract or proposed contract for materials or service to be furnished or Formatted: Font: Times New Roman, 12 pt used in connection with any project, except as authorized by Minn. Stat. 471.88. ARTICLE III - MEETINGS Section 1. ANNUAL MEETING. The annual meeting of the Authority shall be held on the second Tuesday in February at 7:30 a.m. at the regular meeting place of the Authority. Section 2. REGULAR MEETINGS. Regular meetings shall be held without notice at the offices of the Authority on the second Tuesday of each month, unless that date is a legal holiday, in which case the meeting shall be held on the following business day. Regular meetings shall commence at 7:30 a.m. but the time and place of a regular meeting may be changed by the Authority by resolution. Section 3. SPECIAL MEETINGS. Special meetings of the Authority may be called by (i) the Board by motion, or (ii) the President or, (iii) two members of the Board by writing filed with the Executive Director. who must then mail or deliver notice of the meeting to the members of the Board 3 of the Notice of the time and place of the meeting must be posted at least two three calendar days before the meeting. Section 4. QUORUM. Four members constitute a quorum of the Board for the purpose of conducting business, but a smaller number may adjourn from time to time until a quorum is present, and when a quorum is not present, a smaller number may adjourn the meeting.In the absence of a quorum, no official action may be taken by, on behalf of, or in the name of the Authority. Section 5. ORDER OF BUSINESS. The following shall be the order of business at regular meetings of the Authority: 1. Call to Order. 2. Roll Call. 3. Approval of minutes. 4. Business Items. 5. Other Business. 6. Adjournment. Section 6. RESOLUTIONS: CONDUCT. Resolutions shall be in writing and placed in the journal of the proceedings of the Authority. Rules of Order, Revised. Section 7. CONDUCT. Meetings shall be conducted in accordance with the most recent Section 78. MANNER OF VOTING. Voting on questions coming before the Authority shall be entered in the minutes of the meeting. When a quorum is in attendance, action may be taken by the Authority upon a vote of the majority of the Board.A vote will pass upon a vote of the majority of a quorum. Section 89. ATTENDANCE. Unexcused absence from three (3) consecutive regular meetings of the Authority or four (4) meetings in any calendar year shall be deemed to constitute a resignation of a member, and the vacancy thus created shall be filled thereafter. To be excused, an absence must be requested in writing by the affected member, granted by the Authority president (or, the vice president if the president makes the request) and the or Executive Director and filed with the city clerk. Absences may be excused for extenuating circumstances that prevent ARTICLE IV MISCELLANEOUS Section 1. FISCAL YEAR. The f fiscal year. 4 form and surety by the Authority and filed with the Secretary. The bond must be for twice the amount of money likely to be on hand at any one time, as determined at least annually by the Authority, provided that the bond must not exceed $300,000. Section 3. CHECKS. All Authority checks shall be signed by the Treasurer or Assistant Treasurer, and by the Executive Director or one other officer named by the Authority in a resolution. The check must state the name of the payee and the nature for which the check is issued. Section 4. FINANCIAL STATEMENTS. The Authority shall examine the financial and disbursements, their nature, money on hand, the purposes to which it shall be applied, the shall approve them by resolution. Section 5. REPORT TO CITY. The Authority shall annually, at a time designated by the city, make a report to the city council giving a detailed account of its activities and of its receipts and expenditures for the preceding calendar year, together with additional matters and recommendations it deems advisable for the economic development of the city. The Authority shall also submit a report to the City Council annually within 60 days of the anniversary date of the first adoption of the enabling resolution stating whether and how the enabling resolution should be modified. Section 6. BUDGET TO CITY. The Authority shall annually send its budget to the city council at a time fixed by the cityon or before August 1. The budget shall include a written estimate of the amount of money needed by the Authority from the city in order for the Authority to conduct business during the upcoming fiscal year. , audited, filed and shall be filed with the state auditor by June 30 of each year. Section 8. DEPOSITORIES. Every two years the Authority shall name a national or state bank or banks within Minnesota as depositories. The Authority may deposit all its money in one bank account. Before acting as a depository, a bank shall give the Authority a bond approved as to form and surety by the Authority. The bond must be conditioned for the safekeeping and prompt repayment of deposits. The bond must be at least equal to the maximum sum expected to be deposited at any one time. Section 9. EMPLOYEES; SERVICES. The Authority may employ a chief engineer, other technical experts and agents and other employees as it may require, and determine their duties, qualifications and compensation. The city council may, by resolution, place any employees of the city under the direction and control of the Authority or may authorize any employee of the city to 5 any, the Authority shall make to the city for use of its employees. The Authority may contract for the services of consultants, agents, public accounts and other persons needed to perform its duties and exercise its powers. The Authority may use the services of the city attorney or hire a general counsel for its legal needs. Section 910. SUPPLIES, PURCHASING, FACILITIES AND SERVICES. The Authority purchasing department. The city may furnish offices, structures and space, stenographictechnical, clerical and other assistance to the Authority. Section 1011. EXECUTION OF CONTRACTS. All contracts, deeds, and other instruments to which the Authority is a party or signatory or by which the Authority may be bound shall be executed by the President or the Vice President and the Executive Director or Deputy Executive Director or by such other officers of the Authority as the Board may by resolution prescribe. Section 1112. APPROVAL OF PLANS AND PROJECTS. All Strategic Plans, work plans and projects initiated by the EDA must receive City Council ratification and/or approval. Section 1213. AMENDMENT OF BYLAWS. These bylaws may be amended by the Board by majority vote of all the commissioners, provided that any such proposed amendment shall first have been delivered to each commissioner at least five calendar days prior to the meeting at which such amendment is considered. These bylaws and any amendments thereto shall not become effective until adopted by the Board and approved by the city council. Approvals: Cottage Grove City CouncilDecember 19, 2001 Economic Development AuthorityApril 9, 2002 6 CITY OF COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY OPERATING TERMS AND CONDITIONS AS ESTABLISHED BY EDA ENABLING RESOLUTION (RESOLUTION NO. 86-227) AND AMENDMENTS established in 1986 by its enabling resolution adopted as Resolution No. 86- WHEREAS, there have been several amendments to the Enabling Resolution since that time; WHEREAS, it is necessary to amend the Enabling Resolution to update statutory references, to remove certain terms and conditions from the Enabling Resolution that shall be included in the EDA Bylaws and to update the name of the EDA; and WHEREAS, before adopting the amendment to the Enabling Resolution, the City Council conducted a public hearing, notice of the time and place of which, as well as a statement of the purpose and a summary of the resolution, was published in a newspaper of general circulation once a week for two consecutive weeks prior to the public hearing.. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Cottage Grove 1. Powers:Subject to the terms and conditions hereinafter set forth, the Authority shall have all the powers contained in Minnesota Statutes, sections 469.090 to 469.10811082; and the powers of a housing and redevelopment authority under Minnesota Statutes, sections 469.001 to 469.047; and of a city development district under Minnesota Statutes, sections 469.124 to 469.134133. When the Authority exercises the powers of a housing and redevelopment authority contained in sections 469.001 to 469.047, the City Council shall exercise the powers relating to a housing and redevelopment authority granted to a city by sections 469.001 to 469.047. 2. Limit of Powers: a.The Authority shall not exercise any of the powers contained in Minnesota Statutes, sections 469.001 to 469.047; 469.090 to 469.10811082; and 469.124 to 469.134 133 without the prior approval of the City Council. b.By the adoption of a Resolution, the City may require the Authority to transfer any portion of the reserves generated by activities of the Authority which have not previously been pledged by the Authority, when the City Economic Development Authority Page 2 Council determines that the reserves are not necessary for the successful operation of the Authority. The reserves shall be transferred to the debt service fund to be used solely to reduce tax levies for bonded indebtedness of the City. c.That the sale of all bonds or obligations issued by the Authority shall be approved by the City Council before issuance. d.That the Authority shall follow the budget process for a City department as provided for and implemented by the City. e.That all official actions of the Authority must be consistent with the adopted Comprehensive Plan of the City, and be in accordance with any and all official controls implementing the Comprehensive Plan. f.That any planned activities for influencing the action of any other governmental agency, subdivision or body shall be submitted to the City Council for approval. g.That the Authority shall submit its administrative structure and management practices to the City Council for approval. 3. Commissioners: The Authority shall consist of seven members who shall be appointed by the Mayor with the approval of the City Council. Two of the Commissioners shall be members of the City Council. The remaining five members shall be residents of the City or own, operate or be employed by a business in the City. 4. Term: The initial appointments shall be for terms of 2, 3, 4, 5, and 6 years respectively. Thereafter, the Commissioners shall be appointed for 3 year terms except that the terms of the Commissioners who are members of the City Council shall coincide with their terms of office as members of the City Council or such other terms as may be suggested by the Mayor and approved by the City Council. No member shall serve more than 2 consecutive terms. 5. Vacancies: A vacancy is created from the membership of the Authority when a City Council member of the Authority ends Council membership. A vacancy for this, or another reason, must be filled for the balance of the unexpired term in the manner in which the original appointment was made. 6. Compensation: Each Commissioner shall serve without compensation for attending each regular or special meeting of the Authority, plus be reimbursed for actual expenses incurred in doing official business of the Authority. 7. Removal: Removal of Commissioners shall be made pursuant to Minnesota Statutes, section 469.095, subd. 5. Economic Development Authority Page 3 8. BylawsSeal: The Authority shall adopt an official seal, and may adopt Bylaws and rules of procedure. 9. Officers:The Authority shall elect a President, Vice President, Treasurer, Secretary and Assistant Treasurer. The President, Treasurer and Secretary shall be elected annually. No Commissioner may serve as President and Vice President at the same time. Other offices may be held by the same Commissioner. The offices of Secretary and Assistant Treasurer need not be held by a Commissioner. 10. Conflict of Interest: A Commissioner, officer or employee of the Authority shall not acquire any financial interest, direct or indirect, in any project or any property included or planned to be included in any project, nor shall the person have any financial interests, direct or indirect, in any contract or proposed contract for materials or service to be furnished or used in connection with any project, except as authorized by Minn. Stat. 471.88. 11. Budget: The Authority shall arrange to submit its budget to the City Council on or before August 1 of each year. Passed this day of , 2016. Myron Bailey, Mayor Attest: Joseph Fischbach, City Clerk South Washington County Bulletin Published in the on \[Date\]. Attachment Page 1 ESTABLISHMENT AND AMENDMENTS Establishment: Resolution No. 86-227. 1.These operating terms and conditions were adopted by City Council Resolution 86-227 on 12/17/1986 with the establishment of the City of Cottage Grove Economic Development Authority; they will be amended by City Council Resolution thereafter. Amendments: Resolution No. 90-28. 1. (Amends Paragraph 3: Commissioners; Paragraph 7: Removal). Resolution adopted 2/21/1990. Resolution No. 91-43. 2. (Amends Paragraph 3: Commissioners). Resolution adopted 3/20/1991. Resolution No. 00-267. 3. (Amends Paragraph 1: Powers; Paragraph 2: Limit of Powers; Paragraph 3: Commissioners; Paragraph 7: Removal; Amends all other references to Chapter 458C to Minnesota Statutes, sections 469.090 to 469.1081. Resolution adopted 12/20/2000. Resolution No. 03-104. 4. (Amends Paragraph 3: Commissioners; Paragraph 4: Term). Resolution adopted 5/21/2003. Resolution No. 06-015. 5. (Amends Paragraph 4: Term (Set 3 Year Terms); Paragraph 6: Compensation (Eliminate Stipend)). Resolution adopted 2/1/2006. 6. Resolution No. (Amends Paragraph 1: statutory reference; Paragraphs 4-11 are removed to be included in the EDA Bylaws) Formatted: Font: 12 pt, Not Bold