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HomeMy WebLinkAboutEDA Bylaws 2012AMENDED AND RESTATED BYLAWS OF THE, iCOLUMBIA HERAITS ECONOMI(I" DEVELOPMENT AUTHORITY ARTICLE I -THE AUTHORFry Section 1. NAME OF ALYTIJORITY. The name ofthe Authority is tile T.OlUmbia I-leights Economic Development Authority %" Section 2. OFTJCI": 01' A (JTI I R ITY. The offices of' the Authority are at City I fall in the City of Columbia Sleights, Minnesota. "file Authority may hold its meetings at, such other place or places as it designates by resolution. Section 3. ( " I OMMISSIONERS. The Authority is governed by seven commissioners appointed in the manner prescribed by City COLITICH Resolution No. 96-01, as amended ('E'llabling Resolution) and Minnesota Statutes, Sections 469.090 to 469.1081 (Act), Section 4. OFFICIAL SEAL. The Authority shall have an official sea], which shall be in the 66nn ofa circle and shall bear the name of the Authority and the year of its organization. ARTICLE 11 - OFFI(m'ERS Section I . OFFICERS. The officers ofthe Authority are the President, tile Vice-president. tile Secretary, the 'Treasurer and the Assistant Treasurer. The President, Vice President, Treasurer and Secretary shall be elected annually. The Assistant Treasurer shall be elected at the organizational meeting ofthe Authority an(] shall serve until another person is elected by action of' the Authority. No commissioner may serve as President and Vice President at the same time. The offices of Secretary and Assistant. Treasurer need not be held by a commissioner. Section 2. PRE.SIDE'INT. The President presides at meetings ofthe Authority. Exccpt as otherwise authorized by resolution of the Authority, the President signs contracts, deeds and other instruments made by the Authority. At each meeting, the President may submit recommendations and information concerning the business, affairs and policies of the Authority. At the annual meeting, the President must submit to the Authority a report summarizing the activities and programs of the Authority for the past, year and containing the President's recommendations for Authority activities flor the ensuing year. Section 3. VICE-PRF'ISIDF'NT. 'The Vice-President performs the duties ofthe President in the absence or incapacity ofthe President; and in case of the disability or absence of the President, or in the case of a vacancy in tile office of [)resident, the Vice-President performs the duties of the President until a successor has been appointed and qualifies. Section 4. SECRE-FARY. The Secretary performs the duties of' a secretary for the Authority. Punended May 7, 2012 I Section 5. TREASURFIR. "I he has the duties given by the Act. Section 6. FXECTTFIVE DIRf"'C I ' I`(:) . The Columbia Heights City Manager is the Executive Director of the Authority and has general supervision over the administration of' its business and affairs subject to the direction of the Authority and signs contracts, deeds and other instruments made by flie Authority, The Executive Director is responsible for the management of the projects and general affairs of'Authority under the direction of the Commissioners, r Section 7. OTHER ADMINISTRATIVE OFIC FE RS. Subdivision 1. Assistant Secret, a The AW1101-ity may designate an assistant to the Secretary to keep the records of the Authority, record the meetings of the Authority in aJournal ot'proceedings to be kept ter that purpose and to perform the duties of secretary under the direction oftlic Secretary, The assistant must keep in safe custody the seal of the Authority and may affix the seal to contracts and instrurrictits authorized by the Authority. SLIM. 2. A ' ssistant " Treasurer, The Assistant Treasurer ofthe Authority has custody of funds of the Authority, The Assistant Treasurer must deposit the finids in the name of the Authority in a bank or flanks selected by the Authority. The E'xeWtive Director and the Assistant T'reasurcr Must sign orders and checks fior the payment of money and pay out and disburse such monies under the direction of the Authority. Except as otherwise authorized by resolution of the Authority, orders and checks must also be cou titers igned by the ['resident. The Assistant Treasurer 111LIst keep regular books ofacCOL111tS showing Authority receipts and expenditures and render to the Authority, at the annual meeting (and when requested by the Authority), an account of the finaticial condition of tyre Authority. Subd. 3. Depity , -ector. The Columbia l4eights COMM Unity Development J,,�� �gtive Dh Director is the DepUty Executive Director and performs such duties and services as specified by the Executive Director, subject to direction of the Authority. In the absence or incapacity of the Executive Director, tile Deputy EAeCLitive Director may sign contracts, (feeds and other instruments made by the Authority, I I Section 8. COMBINING' ADMINISTRATIVE OFFICF.S. Administrative offices nlay be combined, Section q. ADDITIONAL DUTIES. 'I'lic officers of'tlieAutl,i(.)iitypei-f"i)nn other duties aticI functions as may from time to time be required by the Authority, these bylaws or the I•Liles and regulations of the Authority. Section 10. VACANCIES. If the office of'President, Vice- ['resident, Treasurer, Assistant Treasurer or Secretary becortics vaca,11t, pursuant to Minnesota Statutes 351.02 or by other provisions of law, the Authority must elect a successor at the next regular meeting or at a special meeting called for that purpose. The successor serves for the unexpired term ofthe office. Arn(,,nded M,ay �, ,'OL2 I ARTICLE III - MFE,rINGS Section 1. REGULAR MI F. Monthly meetings will be held on the first Monday of the month at 6:30 p.m. at City Hall. 11"that date is a legal holiday, in which case the meeting will be held on the next Succeeding business day. In the event the date/titne/mecting place ofa particular meeting must be changed, the Executive [)irecto• may make such change deetned necessary by notifying all Commissioners of the revised meeting time and date in accordance with the procedures for a special ineeting. Section 3. SPECIAL. MEETINGS, Special meetings ofthe Board of ( ' 'oninlissioners may be called by the President, two inembers of the Board of' Commissioners, or the FxeCUtiVC Director 1'(.)r the purpose oftransacting any business designated in the call. The call (including location of meeting) for a special meeting must be delivered to Cormnissioners at least two days before the meeting, and notice of the meeting must be posted in the Authority's offices at least three days before the meeting. At a special meeting, no business may be considered other than designated in the call. If possible, the fourth "I'Llesday ofthe month sliall be the favorable meeting date. Section 4. QUORUM The powers of the Authority are vested in the commissioners in office from time to time. Four commissioners constitute a qUOrUrn fior the purpose of conducting business, but a smaller number nlay adjourn frorn time to time until as quor-urn is present, and when a quornin is not present, a smaller number may adjourn the meeting. Section 5. ORDF'R OF BUSINFI'SS, The following is the order of' business at regular meetings of the Authority, 1, Roll call. 2. Approval ofminutes ofthe previous meeting. 3. Managen,writ Report. 4. Consent,, 5. All other items. 6. AdJournment. Section 6, R!"SOLUTIONS: CONDUCT, Upon direction of* the President, or the motion by two members ofthe Board of` Commissioners, resolutions must be in writing and placed in the ,journal of the proceedings ofthe Authority. The meeting will be conducted in accordance with Roberts Rules of'( rder, Revised. Section 7. MANNER, OF VOTING. Voting on questions coming before the Authority Must be entered in the minutes ofthe meeting. When a quorurn is in attendance, action may be taken by the Authority upon a vote ofthe inaiority oftfic commissioners,. Ailgy ended May 7, 201 2 3 ARTICLE IV - MISCELLANEOUS Section 1. FISCAL YEAR. 'Fhe fiscal year of the Authority shall be the same as the City's fiscal year. Section 2. '"FREASURER'S BONI). The'ErcaSUrersmall give and to the state conditioned for the ficlithful discharge of*official duties. The bond must be approved as to fiorni and surety by the Authority and tiled with the Secretary and must. be for twice the amount of money likely to be on hand at any one time as, determined at least annUally the Authority, provided, however, that the bond must not exceed $300,000, Section 3, REP(RT TO C1TY. 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 CXpC11ditUres for the preceding calendar year. The Authority shall, at the City's request, make available all records necessary to conduct an audit ofthe Authority's finances, Section 4. BUDGE-F. The Authority shall annually send its budget to the City Council which budget includes a written cstirnate of the aniount of money need by the Authority firorn the Clity in order flor the Authority to conduct business during the UPCO111ing fiscal year. Section S. SERVICt'IS, The Authority may contract for services of consultants, agents and others as needed to peribrin its duties and to exercise its powers. 'I"he Authority may also use the services of the City Attorney or hire a general counsel, as determined by the Authority. "I'lie Authority may not, hire temporary or permanent eiliployees without prior approval of the City Council. Section 6. AMENDMENTS'F0 BYLAWS. The bylaws of the Authority may be amended only with the approval of at least lour commissioners at a regular meeting or oat a special meeting called for that purpose. Amended and Restated Bylaws Approved May 7, 2012. Shelley Hanson, Seer ary 4 Amended May "�, 2012