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HomeMy WebLinkAboutEDA Resolution 10-EDA-257EDA RESOLUTION 10-EDA-257 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION APPROVING REVISED MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY BYLAWS WHEREAS, Minnesota Statutes section 469.096 allows Economic Development Authorities to adopt bylaws and rules of prodedure; and, WHEREAS, the Mounds View Economic Development Authority (the "Authority") adopted its original bylaws on March 28, 1994 that govern the operation and function of the Authority; and, WHEREAS, the Authority discussed possible revisions to the bylaws on February 25, 2008, June 23, 2008 and January 11, 2010; and, NOW, THEREFORE, BE IT RESOLVED, that the Mounds View Economic Development Authority hereby approves the Authority's revised bylaws attached hereto as Exhibit A. Adopted this 11th day of January, 2010. ~~- oe ~ aherty,-P--r ent ATTEST: James Ericson, Executive Director (seal) MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY BYLAWS ARTICLE I -THE AUTHORITY Section 1.1 Name of Autho The name of the Authority shall be the Mounds View Economic Development Authority (hereinafter, the "Authority") and its governing body shall be called the Board of Commissioners (hereinafter; the "Board" or the~DA "Commissioners"). The Commissioners shall be the elected members of the Mounds View City Council. Section 1.2 Office The offices of the Authority shall be the Mounds View City Hall located at 2401 Highway 10. Mounds View, MN 55112. Section 1.3 Seal of Authority The Authority shall have an official seal, as required by Minnesota Statutes, Section 469.096, Subdivision 1. ARTICLE II. ORGANIZATION Section 2.1 Officers The officers of the Authority shall be aPresident, aVice-President, a Secretary, a Treasurer~an Executive Director ;' and an Assistant Treasurer ~,-~r€~s;a;~rand-a-Caerk. The President, the Vice-President, the Treasurer and the Secretary shall be members of the Board. ~-other,--offio~~ -m~Qy -"e~,e!u-ay-thc~a~e-Ge-is~bne~ No Commissioner may serve as President and Vice-President at the same time. The offices of Executive Director and ~ Assistant Treasurer, Tro-,c„ror -,r.,~ ~~orU need not be held by a Commissioner. Section 2.2 President The President shall preside at all meetings of the EDA Authority. Section 2.3 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. Page 1 Mounds View EDA Bylaws Draft Last Revised January 11, 2010 Section 2.4 President Pro Tem In the event of the absence or inability of the President and the Vice-President at any meeting, the Board may appoint any remaining Commissioner as President Pro Tem to preside at such meeting. Section 2.5 Secretary In +hn nh~nnnn of +ho !~`I rL +ho oll Loon mini ~+cc +n ho Lon+ „-~„~~~ en~~Sesret'~;~„--~~~--~,,-ut~~~ea~se fir. nc~S of +hn CIIA Thc_~Cr ~+ni h I,crr.i-Qi~vn h..~~o ci inh nrl rl i+inn~l ~~ ~+ioc nn The Secretary shall be responsible for ensurina that: • Accurate records of the meetinas of the Authoritv and of all official actions taken by or on behalf of the Authoritv be recorded and maintained • Minutes be kept of all meetings of the Authoritv • All records of the Authoritv be maintained. The Secretary s#af4 also shall have such additional duties and responsibilities as the Board may prescribe from-~-#ii~,e-t~-ti~~e by resolution pre~;c-r-ik~e. Section 2.6 Treasurer nnno n voter nc~ ca+ h~i +hn A~ i+hnri+v The Treasurer shall receive and be responsible for: • The disbursement of Authoritv money by check only • The acts of the Assistant Treasurer • Maintainina an account of all Authoritv receipts and disbursements and the nature and purpose relating thereto • Filing the Authority's financial statement with its Secretary at least once a year as set by the Authorit The Treasurer also shall have such additional duties and responsibilities as the Board may prescribe by resolution. Section 2.7 Executive Director~n~.~i~+-,n+Tro-ec~~rnr Page 2 Mounds View EDA Bylaws Draft Last Revised January 11, 2010 The Executive Director shall be appointed by resolution and shall serve at the pleasure of the Board, shall be the chief appointed executive officer of the Authority and have general supervision over the administration of its business affairs, subject to the direction of the €B-A Authority. Th,~ez~ec-t++i„° flir°n+nr h n Ion c°r„° no +h° /1~~~t~~~ The Executive Director shall assume the duties of the Assistant Treasurer, in the event that the Assistant Treasurer is unable or unavailable to perform the duties as assianed. The Executive Director shall have such additional responsibilities and authority as the Board may prescribe fr^,,, +imn +n +ir»e by resolution pr~s~;ri~e. Section 2.8 C~ Assistant Treasurer n nnrl c~h r r J ~(~b-+II h° ~-+nnnint Th h° ~h° n~firi~l nll ~ ' ^ , .'' ,., ~ +°r of ih° /1~i+hnri+v ~n~ 4h° R wn"II ui ~i - ° _ h° rnonnncihln fnr ~ c~E'Ftf~ ti~~iCi ~ v r The Assistant Treasurer shall be appointed by the Board and shall act as the Treasurer's aaent and assistant subiect to the Treasurer's and the Board's approval. with duties and responsibilities as may be assianed by resolution. Section 2.9 Additional Duties The Officers of the Authority shall perform such other duties and functions as may ;`roles tim ~':c-tie be required by the Board, the by-laws, rules or regulations as established by the Board. Section 2.10 Additional Personnel The Board may freE~~+me-FC- ~,~e 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 E-BA Authority in accordance with State law. Section 2.11 Advisory Committees The Authority may establish by resolution esteb~s# one or more advisory committees to the Authority. ARTICLE III .PROCEDURES OF BOARD OF COMMISSIONERS Section 3.1 Election- and Term of Office. The President, Vice-President, Treasurer and Secretary shall be elected annually at the first meeting of the year.-~r~d~"^" h° ~'~ ~'~~ °'°r+°U men hp~rT~ ~#y Oea~-cif- Page 3 Mounds View EDA Bylaws Draft Last Revised January 11, 2010 Section 3.2 Vacancies Should the office of President, Vice-President, Treasurer or Secretary become vacant, the E-~-A Authoritv shall elect a successor from its membership at the next regular meeting, and such election shall be for the unexpired term of said office. When the office of Executive Director ~,~-Gle~k or Assistant Treasurer becomes vacant, the ~zca~ Authoritv shall aaaoint el;~e': a successor. Section 3.3 Quorum Three (3) Commissioners shall constitute a quorum for the purpose of conducting the business of the €~A Authoritv and exercising its powers and for all other purposes, but a smaller number may ad}eur+~ convene from time to time until a quorum is obtained. When there is a quorum of the Authoritv +s-it~ ~++°n~~^~°, action may be taken by the Board upon a vote of a majority of the Commissioners present. Section 3.4 Manner of Voting The manner of voting on all questions coming before the ~ Authoritv shall conform to the procedures applicable to the Mounds View City Council and may be by voice or roll call. Only Commissioners may vote on matters before the Authority. Section 3.5 Order of Business At the regular meetings of the ESA Authori~, the following shall generally be the order of business: 1. Roll Call 2. Approval of Agenda 3. Approval of Minutes 4. Approval of Consent Agenda 5. Bills and Communications 6. Hearings 7. Authoritv Business 8. Reports 9. Adjournment Section 3.6 Adoption of Resolutions Page 4 Mounds View EDA Bylaws Draft Last Revised January 11, 2010 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 or these Bvlaws. Resolutions may, but need not be, read aloud prior to vote taken thereon and may, but need not be, executed after passage. ARTICLE IV. MEETINGS Section 4.1 Annual Meeting The annual meeting of the Board shall be in conjunction with the date of the first Mounds View City Council meeting of each year. Section 4.2 Regular Meeting The Board shall hold meetings at such times as the Board finds necessary. All meeting notices shall be posted in the principal office of the Authority. Section 4.3 Special Meetings Special meetings of the Board may be called by the President or, in the event of the President's absence or +~tabFEit;jt unavailabili~, by the Vice-President at any time, upon ~3 days notice to all Board members: and compliance with all other statutory notice reauirements. Upon the same notice, and comaliance with all other statutory requirements. special meetings of the Board may also be called by any two Commissioners. The Cler-kExecutive Director shall I_>~~~t r~ notice of any special meeting +e~ie-~~i~cipa~ e#i~;, ~-ef +", -~, ,e ~ at; ; ~rity-~-r~~~y ~ ~~1as required by law. At special meetings} no business shall be considered other than as designated in the ca~bu#-+~at dQast-f^~~~e~,ber-s-©f tie-E~ar~-are-~res,~.nt~t a-special meeting~-~~-a mw ho Fr~nc~n~ort ~~ o„n" cr~oniol moo~in~y notice. Section 4.4 Rules of Order The meetings of the Board shall be governed by the most recent edition of Robert's Rules of Order. ARTICLE V. MISCELLANEOUS Section 5.1 Fiscal Year The fiscal year of the Authority shall be the calendar year Section 5.2 Treasurer's Bond Page 5 Mounds View EDA Bylaws Draft Last Revised January 11, 2010 The Treasurer shall give bond to the state conditioned for the faithful discharge of official duties. The bond must be approved as to form and surety by the Authority and filed with the Secretary-a-r~. 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; "^~,-~ooQ~o~r ~ that sa+~the bond must not exceed $300,000. Section 5.3 Checks n ~i ~~hnrifii Eh~Ek rr,~ io+ ho oinr,orl h„ +The President and Treasurer must sian an Authoritv check. Tr-,-«a~a~r-~^~ ~~°^~~~iveDir-ee-~o~/~~7sistar~~Ti~~~~_~rer. The check must sta~~t~~e~,.,/,the name of the payee and the nature for which the Authority is issuina the check ~~S~tiCIY. Section 5.4 Financial Statement/Audits m"uTT-e~u-m_~n-G~ ~ir+l c~r+~°m °r ~nii+h ~"° 1'r°~ci it°r The Authority's die-firms-rte,-~L,a,~ea-t~ege##~~P,~~, ~~-~-~~~~~~, eu~;f;e-r~~r detailed financial statement ~"'~~l--dT~~~ must show all receipts and disbursements, their nature, the money on hand-~ the purposes to which its-half the monev on hand is to be applied, the Authority's credits and assets and its outstanding liabilities- in a form reauired for the City's financial statements. The Authoritv shall examine the statement toaether with the Treasurer's vouchers. If the Authority finds that the i-af-statement and m~as;~~°~ vouchers ta-be are correct, it shall approve them by resolution and enter the resolution in its records. The financial statements of the Authoritv must be prepared. audited, filed, and published or posted in the manner reauired for the financial statements of the City. The financial statements must permit comparison and reconciliation with the Citv's accounts and financial reports. The report must be filed with the state auditor by June 30 of each vear. AtrtherFt~ Section 5.5 Report to City The Authority shall annually, at a time designated by the Mounds View City Council, make a report to the City Council. This report shall aive giving a detailed account of its activities and of its receipts and expenditures for the preceding calendar year.- tom with additional matters and recommendations it deems advisable for the economic development of the Citv. The Authority shall make available all records necessary to conduct an audit of the Authority's finances. Page 6 Mounds View EDA Bylaws Draft Last Revised January 11, 2010 Section 5.6 Budget to City The Authority shall annually submit its budget to the City of Mounds View in accordance with City policies and budget schedules. 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. Section 5.7 Services The Authority may contract for the services of consultants, agents, public accountants and others as needed to perform its duties and to exercise its powers. The Authority also ~ use the services of the City Attorney or hire a general counsel, as determined by the Authority. Section 5.8 Supplies, Purchasing, Facilities and Services The Authority may purchase the supplies and materials it needs. The Authority may use the facilities of the City's purchasing department. The City may furnish offices, structures and space, stenographic, clerical, engineering and other assistance to the Authority. Section 5.9 Execution of Contracts All contracts, notes, and other written agreements of instruments to which the Authority is a party or signatory or by which the Authority may be bound shall be executed by the President and the Executive Director. If the Executive Director is absent or otherwise unable to execute a document, the Treasurer may execute the document. ARTICLE VI Section 6.1 Indemnification The €BA Authority shall be authorized to the fullest extent permitted by law to indemnify any person against expenses and liabilities arising by reason of the fact that the person is or was a Commissioner, officer, employee, or agent of the €-0A Authoritv. Section 6.2 Insurance The €~A Authoritv may purchase and maintain insurance on behalf of any indemnified person in the person's official capacity against any liability asserted against that person and incurred by that person in such capacity whether or not the €DA Authoritv would have been required to indemnify the person against the liability under 6.1 hereof. ARTICLE VII Page 7 Mounds View EDA Bylaws Draft Last Revised January 11, 2010 Section 7.1 Amendments to By-laws These bylaws shall be amended only with the approval of at least three (3) of the members of the Authority €DA at a regular or special meeting. Adopted by the EDA on March 28, 1994 Revised by the EDA on January 11.2010 Page 8 Mounds View EDA Bylaws Draft Last Revised January 11, 2010