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HomeMy WebLinkAbout[05d] By Laws ���--�� 5 d ��.���.���F�,� EDA Agenda Item_�, MEETING DATE: February 17, 2016 AGENDA ITEM: EDA Director Reports: By-Laws SUBMITTED BY: EDA Director PREVIOUS BOARD ACTION: The Board previously discussed the recent decision of the City Council to hire a Community Development Director who would work under the EDA Director. It was questioned whether or not the By-Laws needed to be updated. BACKGROUND INFORMATION: Attached are the By-Laws of the EDA with the addition of section 6.02, support staff. In reviewing the By-Laws it is not clear whether or not they would need to updated,but section 6.02 clarifies the role of the CDD for the EDA. BUDGET/FISCAL IMPACT: ATTACHMENTS: Request for EDA Action Restated By-Laws REQUESTED BOARD ACTION: Provide Direction BY-LAWS of THE ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF ST JOSEPH,STEARNS COUNTY,MINNESOTA RECITALS: 1. The City of St.Joseph ("City") acting through its City Council ("Council")has, in accordance with Minn. Stat.469 ("Act"),adopted a resolution creating an Economic Development Authority in and for the City of St.Joseph ("Authority")which is governed by a Board of Directors ("Directors")made up of inembers selected in accordance with and serving terms established in the Resolution; 2. It is the purpose of the Authority to encourage,attract,promote, and develop economically sound industry and commerce within the City for the prevention of unemployment in the City; and 3. The Act and Section 3 of the Resolution provides for the adoption of By-Laws and rules to govern the procedures and the transaction of business by the Authority. NOW,TAERFORE,be it resolved by the Board of Directors for the authority as follows: ARTICLAE 1 THE AUTHORITY OF DIItECTORS Section 1.01 General Powers. The Board of Directors, except as otherwise provided in the Act,the Resolution,or these By-Laws, shall exercise all the powers, duties,and functions of the Authority conferred by the Resolution,the Act,these By-Laws,other state statutes, common law,court decisions, or those otherwise regarded as normal powers of governing Boards Section 1.02 Office. The principal office of the Authority shall be at City Hall, St.Joseph Minnesota, 56374. Section 1.03 Resi�nation. Any member of the Board of Directors of the Economic Development Authority may resign at any time by giving notice to the Economic Development Board and City Council. The Council shall cause such a vacancy to be filled by the Authority in the manner prescribed in the Resolution. ARTICLE II OFFICERS,ORGANIZATION AND COMMITTEES Section 2.01 Officers. The officers of the Authority shall be a President,Vice President,Treasurer, Secretary,and an Assistant Treasurer,each which shall perform the duties or said office in the manner specified in the Act and these By-Laws. A director may not serve as President and Vice President at the same time. The other offices may be held by the same person. The offices of Secretary and Assistant Treasurer need not be held by a Director of the Authority Section 2.02 Election,Term of Office, and Qualifications. The President,Vice President,and Treasurer shall be elected annually by the Board of Directors from its members and each shall hold office until the first regular meeting of the next year and until his or her successor shall have been duly elected and qualified. The Secretary and Assistant Treasurer may be elected annually by the Board of Directors from its member or appointed by the Board of Directors from qualified members of the community and each shall hold office until the first regular meeting of the next year and until his or her successor shall have been duly elected or appointed and qualified. Section 2.03 President. The President shall preside at all meetings of the Board. Section 2.04 Vice President. The Vice President shall preside at any meeting of the Board in the absence of the President and may exercise all powers and responsibilities of the President if the President cannot exercise or perform the same due to absence or other inability. Section 2.05 President ProTem. In the event of the absence or inability of the President or Vice President at any meeting,the Board may appoint any remaining Director as President Pro Tern to preside at such meeting. Section 2.06 Treasurer. The Treasurer shall receive and be responsible for Authority money, shall disburse authority money be check only(in accordance with Section 3.05 herein),keep an account of all Authority receipts and disbursements and the nature and purpose relating thereto, shall file the Authority's financial statement with its Secretary at least once a year as set by the Authority,and be responsible for the acts of the Assistant Treasurer. Section 2.07 Assistant Treasurer. The Assistant Treasurer shall have all the powers and duties of the Treasurer if the Treasurer is absent or disabled,and shall have signing authority in accordance with Section 3.05 herein. Section 2.08 Secretarv. The Secretary shall keep or cause to be kept minutes of all meetings of the Board and shall maintain or cause to be maintained all records of the Authority. The Secretary shall also have such additional duties and responsibilities and authority as the Board may from time to time and resolution prescribes. Section 2.09 Executive Director. The Executive Director shall be designated from time to time by the Authority, shall be the chief appointed executive officer of the Authority, and shall have such additional responsibilities and authority as the Board may from time to time by resolution prescribe. The Executive Director shall serve at the pleasure of the Board. Section 2.10 Resigna�. Any officer may resign at any time by giving written notice of his or her resignation to the Board of Directors,to the President,or to the Secretary of the Authority. A vacancy m any office because of death,resignation,removal,or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for election or appointment to such office. Section 2.11 Advisory Committees. The Board of Directors may utilize one or more advisory committees to assist it in the transaction of its business. Committee Members may be members of the Board of Directors,members of the Council,or other interested individuals. The Board of Directors shall establish each advisory committee and appoint its initial members. In the event a vacancy occurs during an advisory committee member's term,the President shall have the power to fill such vacancy for the unexpired portion of any term. Every advisory committee member's term shall expire at the close of the year next following the date of appointment or as soon thereafter as a successor has been appointed. The Chair of each coxnmittee shall be appointed by the President of the Authority. The studies, findings,and recommendations of all advisory committees shall be reported to the Board of Directors for consideration and action except otherwise ordered by the Board of Directors. Advisory committees may adopt such rules for the conduct of business as are appropriate and consistent with these By-Laws,the Act,the Resolution, or other state law. Minutes of the advisory committee meetings shall be kept and made a part of the official records of the Authority. A quorum shall consist of a majority of the incumbent advisory committee members. ARTICLE III FINANCIAL MATTERS Section 3.01 Books and Records. The Board of Directors of the Authority shall cause to be kept the following: 1. Records of all proceedings of the Board of Directors and the committees,if any; 2. Such other records and books of account as shall be necessary and appropriate to the conduct of the Authority's business; 3. All Financial statements of the Authority; and 4. The By-Laws of the Authority and all amendments and restatements thereof. The books and records of the Authority shall be public records maintained in accordance with State Law and such rules,regulations,and ordinances adopted by the City for maintaining public records. Section 3.02 Accounting Svstems and Audit. The Board of Directors shall cause to be established and maintained, in accordance with generally accepted accounting principles or adopted and applied to the financial records of the City, and appropriate accounting system for the Authority. The Board of Directors shall cause the records and books of account of the Authority to be audited and at such other times as may be deemed necessary or appropriate by the Board of Directors or Council. The Authority may retain such person or firm for such purpose as is named by the City for the audit of its records. Section 3.03 Compensation. Members of the Board of Directors may receive a salary or fee for their services as set forth by City Council which in no case shall be greater than that of a Council member. They may also receive necessary travel, per diem, and other expenses while on official business of the Authority if funds are available for this purpose. The Board of Directors of this Authority may, however, to the extent allowed by law for the transactions between public bodies and their members, provide for the payment of compensation to, and for the payment or reimbursement of expenses incurred by and between the Director, officer, agent, or employee of this Authority for services rendered to this Authority or the sale of goods and materials to the Authority which are used in furtherance of the purposes of this Authority to the extent the compensation or amount of expenses paid or reimbursed, as the case may be, is reasonable, not excessive, and was done pursuant to contracts entered in accordance with laws governing public body. Section 3.04 Fiscal Year. The fiscal year of the Authority shall be the same as the fiscal year adopted by the City Council. Section 3.05 Checks, Drafts, and Other Matters. All checks, drafts or other orders for the payxnent of money and all notes, bonds or other evidences of indebtedness issued in the name of the Authority shall be signed by the Treasurer and the President, or by such officer or officers, agent or agents, employee or employees of the Authority and in such manner as may from time to time be determined by resolution of the Board of Directors. The check must state the name or the payee and the nature for which the check was issued. ARTICLE IV PROCEDURES OF THE BOARD Section 4.01 Annual Meetin�. The annual meeting of the Board shall be held in the month of January in each year. An annual report will be submitted to the EDA Board for approval and presented to the City Council at a regularly scheduled meeting. Section 4.02 Regular Meetin�s. The Board of Directors may hold its meetings in such a place or places within the State of Minnesota as it may from time to time determine. The Board shall hold regular meetings at a time and place to be set by the Board of Directors. The meetings shall conduct the business of the Authority. The Authority is a public body,and notice of such meeting shall be state the purpose,time,and place of the meeting. Section 4.03 Special Meetin�. Special meetings shall be held on call by the President or by two Directors or by the Executive Director. Notice of such meeting shall be made by the Executive Director or the Secretary by mail,personal delivery, or telephone notice to each Director in accordance with the laws governing notices of special meetings for public bodies. Each such notice shall state the purpose,time,and place of the meeting. Section 4.04 uorum. Except as otherwise provided by the Act,the Resolution, or these By-Laws, a majority of the total number of Directors shall be required to constitute a quorum for the transaction of business at any meeting. The act of a maj ority of the Directors present at such meeting shall be the act of the Board of Directors. Notice of any adjourned meeting due to absence of a quorum need not be given other than as is required by law for a public body. Section 4.05 Proxies. Proxies shall not be allowed or used. Section 4.06 Rules of Order. All meetings shall be governed by the most recent edition of the Roberts Rules of Order as revised frame time to time. ARTICLES V AMENDMENTS AND CONFLICTS Section 5.01 Amendments. The Board of Directors may amend these By-Laws, as from time to time amended or restated,to include or omit any provision which could lawfully be included or omitted at the time such amendment or restatement is adopted. Any number of amendments,or an entire revision or restatement of the By-Laws shall be submitted and voted upon at a single meeting of the Board of Directors and be adopted at such a meeting,a quorum being present,upon receiving the affirmative vote of not less than two-thirds of the total number of Directors of the Authority. Section 5.02 Conflicts. These By-Laws are adopted pursuant to Authority granted by the Act and Resolution, each of which contain rules and regulations governing the conduct of business by the Authority. Should any section or item in these By-Laws be in conflict with the Resolution,Act or state law,as amended from time to time, such section or statement shall be deemed void,and the remaining provisions or these By-Laws shall, nonetheless,remain in full force and effect. ARTICLE VI MISCELLANEOUS Section 6.01 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 may also use the services of the City Attorney,City Engineer,and or hire other consultants as determined by the Authority. Section 6.02 Support Staf£ The Executive Director/City Administrator shall be responsible for the oversight of the Community Development Director who shall be an employee of the City of St.Joseph. Section 6.03 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. These By-Laws are restated, from the By-Laws adopted on July 9, 1997,as and for the St.Joseph Economic Development Authority on the day of ,2016. BY Board President,Dale Wick ATTEST: Larry Hosch,Board Secretary/Treasurer