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HomeMy WebLinkAboutEDA BylawsBYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF LAKE ELMO, MINNESOTA ARTICLE I — THE AUTHORITY Section 1. Name of Authority. The name of the Authority shall be the "Economic Development Authority of the City of Lake Elmo, Minnesota" (which may sometimes be referred to as the "EDA" or the "Authority", and its governing body shall be called the Board of Commissioners (the `Board"). The Board shall be the body of responsible for the general governance of the Authority and shall conduct its official business at meetings thereof. Section 2. Seal of Authority. As required by Minnesota Statutes, Section 469.096, Subdivision 1, the Authority shall have an official seal, which shall be in the form depicted on Exhibit A. Hall. Section 3. Office of Authority. The offices of the Authority shall be the Lake Elmo City ARTICLE lI — OFFICERS Section 1, Officers. The officers of the Authority shall be a President, a Vice - President, a Treasurer, an Assistant Treasurer, and a Secretary. The President, Vice -President, and the Treasurer shall be members of the Board and shall be elected annually, and no Commissioner may be both President and Vice -President simultaneously. The Assistant Treasurer and Secretary need not be members of the Board. Section 2. President. The President shall preside at all meetings of the Board. Except as otherwise authorized by resolution of the Board, the President and Secretary (the Vice -President, in the Secretary's absence or incapacity) shall sign all contracts, deeds and other instruments made or executed by the Authority, except that all checks of the Authority shall be signed by the Treasurer and Assistant Treasurer. At each meeting the President shall submit such recommendations and information as he or she may consider proper concerning the business, affairs, and policies of the Authority. Section 3. Vice -President. The Vice -President shall perform the duties of the President in the absence or incapacity of the President; and in case of the resignation or death of the President, the Vice -President shall perform such duties as are imposed on the President until such time as the Board shall select a new President. Section 4, Secretarv. The Secretary shall keep minutes of all meetings of the Board and shall maintain all records of. the Authority. The Secretary shall also have such additional duties and responsibilities as the Board may from time to time and by resolution prescribe. Section 5. Treasurer. The Treasurer shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Board may select. The Treasurer and Assistant Treasurer shall sign all orders and checks for the payment of money and shall pay out and disburse such moneys under the direction of the Board. The Treasurer shall keep regular books of accounts showing receipts and expenditures and shall render to the Board, at least annually (or more often when requested), an account of such transactions and also of the financial condition of the Authority. The Treasurer shall post a bond as required by Minnesota Statutes, Section 469.096, Subdivision 6. The Assistant Treasurer shall act as the Treasurer's agent and assistant to perform the above -described duties, subject to the Treasurer's approval thereof. Section 6. AdditionaI Duties. The officers of the Authority shall perform such other duties and functions as may from time to time be required by the Board or the bylaws or rules and regulations of the Authority. Section 7. Vacancies. Should the office of President, Vice -President, Treasurer, Assistant Treasurer or Secretary become vacant, the Board shall elect a successor at the next regular meeting, or at a special meeting called for such purpose, and such election shall be for the unexpired term of said officer. Section 8. Additional Personnel. The Board may from time to time employ such personnel as it deems necessary to exercise its powers, duties, and functions. The selection and compensation of such personnel shall be determined by the Board. ARTICLE III — MEETINGS Section 1. Regular Meetings. The regular meetings of the Board shall occur according to a meeting schedule, if any, adopted or revised from thne to time by resolution of the Board. Section 2. Special Meetings. Special meetings of the Board may be called by the President or any two members of the Board for the purpose of transacting any business designated in the call. The call for a special meeting may be delivered at any time prior to the time of the proposed meeting to each member of the Board or may be mailed to the business or home address of each member of the Board at least two (2) days prior to the date of such special meeting. At such special meeting no business shall be considered other than as designated in the call, but if at least four members of the Board are present at a special meeting, any and all business may be transacted at such special meeting. Notice of any special meeting shall be posted and/or published as may be required by law. Section 3. OU0rum. The powers of the Authority shall be vested in the Board. Three Commissioners shall constitute a quorum for the purpose of conducting the business and exercising the powers of the Authority and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance, action may be taken by the Board upon a vote of a majority of the Commissioners present. Section 4. Order of Business. At the regular meetings of the Board the following shall be the order of business: 1. Roll Call. 2. Approval of the minutes of the previous meeting. 3. Bills and communications. 4. Reports. 5. Unfinished business. 6. New business. 7. Adjournment. All resolutions shall be written or transcribed and shall be retained in the journal of the proceedings maintained by the Secretary. Section 5. Adoption of Resolutions. Resolutions of the Board shall be deemed adopted if approved by not less than a simple majority of all Commissioners present, unless a different requirement for adoption is prescribed by law. Resolutions may but need not be read aloud prior to vote taken thereon and may but not need be executed after passage. Section 6. Rules of Order. The meetings of the Board shall be governed by the most recent edition of Robert's Rules of Order. ARTICLE IV — MISCELLANEOUS Section 1. Amendments to Bylaws. The bylaws of the Authority shall be amended only by resolution approved by at least three of the members of the Board. Section 2. Fiscal Year. The fiscal year of the Authority shall coincide with the fiscal year of the City of Lake Elmo, Minnesota. Adopted on 2013.