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HomeMy WebLinkAbout3A, Economic Development Authority (EDA) By-Laws i -A EN HILLS Request for Council Action 3A Prepared By: Jill Hutmacher, Community EDA Meeting Date: January 28, 2013 Development Director Economic Development Authority (EDA) By-Laws Budgeted Amount: Actual Amount: Funding Source: n/a n/a n/a Recommendation: Approve amendments to the by-laws of the Economic Development Authority(EDA). Supporting Documents: 1. Memorandum dated January 28, 2013, from Jill Hutmacher, Community Development Director. 2. Attachment A: Redlined version of proposed EDA by-laws. 3. Attachment B: Clean version of proposed EDA by-laws. 4. Attachment C: EDA Resolution 2013-001. lt ,-A DEN HILLS MEMORANDUM DATE: January 28, 2013 TO: EDA President and Commissioners FROM: Patrick Klaers, City Administrator Jill Hutmacher, Community Development Director SUBJECT: Amendments to Economic Development Authority By-Laws Requested Action Approve amendments to the by-laws of the Economic Development Authority (EDA). Background The EDA adopted by-laws on April 14, 1997. Since that time,the functional organization of the City has changed somewhat. The proposed amendments to the EDA by-laws reflect the City's current organizational structure. The EDA reviewed draft amended EDA by-laws on November 26, 2012. Changes suggested by the EDA are included in the attached by-laws. Staff Recommendation Approve amendments to the by-laws of the Economic Development Authority(EDA). Attachment A. Red-lined version of proposed EDA by-laws B. Clean version of proposed EDA by-laws C. EDA Resolution 2013-001 City of Arden Hills Economic Development Authority Meeting January 28, 2013 Page 1 of 1 i Attachment A : Redlined version of Proposed EDA by-laws January 28, 2013 —EDA Meeting City of Arden Hills ARDEN HILLS BY-LAWS OF THE ARDEN HILLS ECONOMIC DEVELOPMENT AUTHORITY DATED: NOVEMBER 26, 2012JANUARY 28, 2013 1. THE AUTHORITY Section 1.1. Name of the Authority. The name of the Authority shall be the Arden Hills Economic Development Authority (hereinafter, the "Authority"), and its governing body shall be called the Board of Commissioners (hereinafter, the "Board"). The Board of Commissioners shall consist of the five members of the City Council. Section 1.2. Office. The principal office of the Authority shall be the Arden Hills City Offices. Section 1.3. Seal. The official seal of the City of Arden Hills shall be the Authority's official seal. I I I 2. ORGANIZATION Section 2.1. Officers. The officers of the Authority shall consist of a President, a Vice President, a Secretary, a Treasurer, and an Executive Director. The President, the Vice President shall be members of the Board and shall be elected annually at the annual meeting. No Commissioner may serve as President and Vice President at the same time. The offices of Secretary, Treasurer, and Executive Director shall be appointed as set forth herein. The Secretary Treasurer, and Executive Director are not voting members. Section 2.2. President. The President shall preside at all meetings of the Board. The President shall be the Mayor. Section 2.3. 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 perform all responsibilities of the President if the President cannot exercise or perform the same due to absence or other inability. The Vice President shall be the Mayor Pro Tem. -2- Section 2.4. Secretary. The Secretary shall be the City Administrator. The Secretary shall be responsible for the acts of the Treasurer and have all the powers and duties of the Treasurer if the Treasurer is absent or disabled. The Secretary shall also keep minutes of all meetings of the Board and shall maintain all records of the Authority. The Secretary shall have such additional duties and responsibilities as the Board may from time-to-time and by resolution prescribe. Section 2.5. Treasurer. The Treasurer shall have all the powers and duties of the Secretary if the Secretary is absent or disabled. The Treasurer shall be the Director of Finance and Administrative Services. The Treasurer shall receive and be responsible for Authority money, shall disburse Authority money by check or telephonic transfer, keep an account of all Authority receipts and disbursements and the nature and purpose relating thereto, shall file all financial reports and disclosures required of the Authority, make investments consistent with the City's Investment Policy. Section 2.6. Executive Director. The City's Community Development Director shall be the Executive Director of the Authority, and shall have such additional responsibilities and authority as the Board may from time-to-time by resolution prescribe. Section 2.7. Advisory Committees. The Authority may by resolution establish one or more advisory committees to the Authority. 3. PROCEDURES OF BOARD OF COMMISSIONERS Section 3.1. Annual Meeting. The annual meeting of the Board shall be held at 6L386:00 p.m. on the last Monday of the month of January in each year. Section 3.2 Regular Meetings. The Board shall hold regular meetings on the last Monday of January, April, July, and October, commencing at 5L396:00 p.m. or at such other time as the Board may determine. -3- Section 3.3. Special Meetings. Special meetings of the Board may be called by the President, any two Commissioners, or by the Executive Director. The Executive Director shall post notice of any special meeting in the principal office of the Authority no less than three days prior to such special meeting. Section 3.4. Quorum. A quorum of the five member Board shall consist of three Commissioners. In the absence of a quorum, no official action may be taken by, on behalf of, or in the name of the Board or the Authority. Section 3.5. Adoption of Resolutions. Resolutions of the Board shall be deemed adopted if approved by not less than a simple majority of all Commissioners present. Resolutions may, but need not be read aloud, prior to vote taken thereon. All resolutions shall be executed after passage. Section 3.6. Rules of Order. The meetings of the Board shall be governed by the most recent edition of Robert's Rules of Order. 4. MISCELLANEOUS Section 4.1. Fiscal Year. The fiscal year of the Authority shall be the calendar year. The Authority shall establish a separate special revenue fund for the purpose of maintaining all financial and accounting records of the Authority, including the nature of all receipts and disbursements, money on hand, and the purposes to which it may be applied, and records of Authority's debits and credits. The Authority shall establish such debt service funds as may be properly authorized and necessary for conduct of the Authority's funds. Section 4.2. Bond. The City shall ensure that all persons responsible for management of the Authority's financial records and resources are properly bonded. Section 4.3. Checks. The President, Secretary, and Treasurer shall execute all checks authorized by the Authority. Vouchers authorizing such expenditures shall be submitted and approved in conjunction and accordance with procedures for payments of other claims against the City. -4- Section 4.4. Financial Statements. The Authority's detailed financial statement must show all receipts and disbursements, their nature, the money on hand, the purposes to which the money on hand is to be applied, the Authority's credits and assets, and its outstanding liabilities in a form required for the City's financial statements. The Authority shall examine the statement together with the Treasurer's vouchers. If the Authority finds that the statement and vouchers are correct, it shall approve them by resolution and enter the resolution in its records. Section 4.5. Report to City. The Authority shall annually 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. Section 4.6. Budget to City. The City shall annually send its budget to the City Council which budget includes 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 4.7. Employees. The Authority may employ an executive director, a chief engineer, technical experts and agents and other employees as it may require and determine their duties, qualifications and compensations. Section 4.8. Services. The Authority may contract for the services of consultants, agents, public accounts and others as needed to perform its duties and to exercise its powers. The Authority may also use the services of the City Attorney or hire a general counsel, as determined by the Authority. Section 4.9. Supplies, Purchasing, Facilities, and Services. The Authority shall purchase such supplies and materials as it needs. The City may furnish offices, structures and space, stenographic, clerical, engineering and other assistance to the Authority. Section 4.10. Execution of Contracts. All contracts, notes, and other written agreements or instruments to which the Authority is a part or signatory or by which the Authority may be bound shall be executed by the President, Secretary, and/or the Executive Director or by such other Commissioners or Officers of the Authority as the Board may by resolution prescribe. -5- �I Section 4.11. Amendment of By-Laws. These by-laws 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 (5) days prior to the meeting at which such amendment is considered. II� �I Attachment B : Clean version of Proposed EDA by-laws January 28, 2013 —EDA Meeting City of Arden Hills EN HILLS BY-LAWS OF THE ARDEN HILLS ECONOMIC DEVELOPMENT AUTHORITY DATED: JANUARY 28, 2013 1. THE AUTHORITY Section 1.1. Name of the Authority. The name of the Authority shall be the Arden Hills Economic Development Authority (hereinafter, the "Authority"), and its governing body shall be called the Board of Commissioners (hereinafter, the "Board"). The Board of Commissioners shall consist of the five members of the City Council. Section 1.2. Office. The principal office of the Authority shall be the Arden Hills City Offices. Section 1.3. Seal. The official seal of the City of Arden Hills shall be the Authority's official seal. 2. ORGANIZATION Section 2.1. Officers. The officers of the Authority shall consist of a President, a Vice President, a Secretary, a Treasurer, and an Executive Director. The President, the Vice President shall be members of the Board and shall be elected annually at the annual meeting. No Commissioner may serve as President and Vice President at the same time. The offices of Secretary, Treasurer, and Executive Director shall be appointed as set forth herein. The Secretary, Treasurer, and Executive Director are not voting members. Section 2.2. President. The President shall preside at all meetings of the Board. The President shall be the Mayor. Section 2.3. 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 perform all responsibilities of the President if the President cannot exercise or perform the same due to absence or other inability. The Vice President shall be the Mayor Pro Tem. -2- Section 2.4. Secretary. The Secretary shall be the City Administrator. The Secretary shall be responsible for the acts of the Treasurer and have all the powers and duties of the Treasurer if the Treasurer is absent or disabled. The Secretary shall also keep minutes of all meetings of the Board and shall maintain all records of the Authority. The Secretary shall have such additional duties and responsibilities as the Board may from time-to-time and by resolution prescribe. Section 2.5. Treasurer. The Treasurer shall have all the powers and duties of the Secretary if the Secretary is absent or disabled. The Treasurer shall be the Director of Finance and Administrative Services. The Treasurer shall receive and be responsible for Authority money, shall disburse Authority money by check or telephonic transfer, keep an account of all Authority receipts and disbursements and the nature and purpose relating thereto, shall file all financial reports and disclosures required of the Authority, make investments consistent with the City's Investment Policy. Section 2.6. Executive Director. The City's Community Development Director shall be the Executive Director of the Authority, and shall have such additional responsibilities and authority as the Board may from time-to-time by resolution prescribe. Section 2.7. Advisory Committees. The Authority may by resolution establish one or more advisory committees to the Authority. 3. PROCEDURES OF BOARD OF COMMISSIONERS Section 3.1. Annual Meeting. The annual meeting of the Board shall be held at 6:00 p.m. on the last Monday of the month of January in each year. Section 3.2 Regular Meetings. The Board shall hold regular meetings on the last Monday of January, April, July, and October, commencing at 6:00 p.m. or at such other time as the Board may determine. -3- Section 3.3. Special Meetings. Special meetings of the Board may be called by the President, any two Commissioners, or by the Executive Director. The Executive Director shall post notice of any special meeting in the principal office of the Authority no less than three days prior to such special meeting. Section 3.4. Quorum. A quorum of the five member Board shall consist of three Commissioners. In the absence of a quorum, no official action may be taken by, on behalf of, or in the name of the Board or the Authority. Section 3.5. Adoption of Resolutions. Resolutions of the Board shall be deemed adopted if approved by not less than a simple majority of all Commissioners present. Resolutions may, but need not be read aloud, prior to vote taken thereon. All resolutions shall be executed after passage. Section 3.6. Rules of Order. The meetings of the Board shall be governed by the most recent edition of Robert's Rules of Order. 4. MISCELLANEOUS Section 4.1. Fiscal Year. The fiscal year of the Authority shall be the calendar year. The Authority shall establish a separate special revenue fund for the purpose of maintaining all financial and accounting records of the Authority, including the nature of all receipts and disbursements, money on hand, and the purposes to which it may be applied, and records of Authority's debits and credits. The Authority shall establish such debt service funds as may be properly authorized and necessary for conduct of the Authority's funds. Section 4.2. Bond. The City shall ensure that all persons responsible for management of the Authority's financial records and resources are properly bonded. Section 4.3. Checks. The President, Secretary, and Treasurer shall execute all checks authorized by the Authority. Vouchers authorizing such expenditures shall be submitted and approved in conjunction and accordance with procedures for payments of other claims against the City. -4- Section 4.4. Financial Statements. The Authority's detailed financial statement must show all receipts and disbursements, their nature, the money on hand, the purposes to which the money on hand is to be applied, the Authority's credits and assets, and its outstanding liabilities in a form required for the City's financial statements. The Authority shall examine the statement together with the Treasurer's vouchers. If the Authority finds that the statement and vouchers are correct, it shall approve them by resolution and enter the resolution in its records. Section 4.5. Report to City. The Authority shall annually 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. Section 4.6. Budget to City. The City shall annually send its budget to the City Council which budget includes 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 4.7. Employees. The Authority may employ an executive director, a chief engineer, technical experts and agents and other employees as it may require and determine their duties, qualifications and compensations. Section 4.8. Services. The Authority may contract for the services of consultants, agents, public accounts and others as needed to perform its duties and to exercise its powers. The Authority may also use the services of the City Attorney or hire a general counsel, as determined by the Authority. Section 4.9. Supplies, Purchasing, Facilities, and Services. The Authority shall purchase such supplies and materials as it needs. The City may furnish offices, structures and space, stenographic, clerical, engineering and other assistance to the Authority. Section 4.10. Execution of Contracts. All contracts, notes, and other written agreements or instruments to which the Authority is a part or signatory or by which the Authority may be bound shall be executed by the President, Secretary, and/or the Executive Director or by such other Commissioners or Officers of the Authority as the Board may by resolution prescribe. -5- Section 4.11. Amendment of By-Laws. These by-laws 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 (5) days prior to the meeting at which such amendment is considered. i Attachment C : EDA Resolution 2013-001 January 28, 2013 —EDA Meeting City of Arden Hills EN HILLS CITY OF ARDEN HILLS ECONOMIC DEVELOPMENT AUTHORITY COUNTY OF RAMSEY STATE OF MINNESOTA EDA RESOLUTION NO. 2013-001 RESOLUTION APPROVING AMENDED BY-LAWS OF THE ARDEN HILLS ECONOMIC DEVELOPMENT AUTHORITY(EDA) NOW THEREFORE,BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE ECONOMIC DEVELOPMENT AUTHORITY(EDA) OF THE CITY OF ARDEN HILLS, MINNESOTA that the By-Laws of the Economic Development Authority(EDA)be adopted and approved: PASSED AND ADOPTED BY THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ARDEN HILLS THIS 28th DAY OF JANUARY, 2013. David Grant, President ATTEST: Patrick Klaers, City Administrator