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HomeMy WebLinkAboutEDA Resolution No. 2023-03RESOLUTTON NO.2023-03 A RESOLUTION OF THE ECONOMIC DEVETOPMENT AUTHORITY OF COLUMBIA HEIGHTS, MINNESOTA, APPROVING AN AMENDMENT TO THE ECONOMIC DEVETOPMENT AUTHORIW'S BYIAWS WHEREAS, the Columbia Heights Economic Development Authority (the "Authority") has considered proposed certain amendments to its Bylaws; and WHEREAS, Article lV, Section 6 of the Bylaws provides for amendments to the Bylaws by majority vote of the Board at any regular or special meeting of the Authority; and WHEREAS, The Board has determined that it is reasonable, expedient and in the best interest of the public to amend Article lll, Section 1 ofthe Bylaws to update the regular meeting dates ofthe Authority Board; and WHEREAS, the Authority has thoroughly reviewed the proposed amendment to the bylaws. NOW, THEREFORE BE lT RESOTVED that, after appropriate examination and due consideration, the Authority 1. hereby approves the amendment to its Bylaws in the form attached to this Resolution as Exhibit A Adopted this 5th day of February, 2023 offered by: S>f iqq Seconded bv,'[l.f)h Roll Call:W o',"W S 0v 1> )veAel\b [\*k \-,*t,b\L-0 JPresident Attest: t -4/*.4 Secretary -7 Resolution 2023 - 03 ORDER OF ECONOMIC DEVELOPMENT AUTHORITY EXHIBIT A AMENDED AND RESTATED BYI.AWS OF THE COLUMBIA HEIGHTS ECONOMIC OEVELOPMENT AUTHORITY ARTICLE I -THE AUTHORITY Section 1. NAME OF AUTHORITY. The na me of the Authority is the "Columbia Heights Economic Development Authority." Section 2. OFFICE OF AUTHORITY. The offices of the Authority are at City Hall intheCityof Columbia Heights, Minnesota. The Authority may hold its meetin8s at such other place or places as it designates by resolution. Section 3. COMMISSIONERS. The Authority is governed by seven commissioners appointed in the manner prescribed by City Council Resolution No. 96-01, as amended {Enabling Resolution) and Minnesota Statutes, Sections 469.090 to 469.1081 (Act). ARTICTE II- OFFICERS Section 1. OFFICERS. The officers ofthe Authority are the President, the Vice-President, the Secretary, the Treasurer and the Assistant Treasurer. The President, Vice President, Treasurer and secretary shall be elected annually. 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 3. VICE-PRESIDENT. TheVice-PresidentperformsthedutiesofthePresidentintheabsenceor incapacity of the President; and in case of the disability or absence of the President, or in the case of a vacancy in the office of President, the Vice-President performs the duties ofthe President until a successor has been appointed and qualifies. Section 4. SECRETARY. The Secretary performs the duties of a secretary for the Authority Section 5. TREASURER. The Treasurer has the duties given by the Act Section 6. EXECUTIVE DIRECTOR. The Colu mbia Hei8hts 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 ofthe Authority and signs contracts, deeds and other instruments made bythe Authority. The Executive Director is responsible Jor the management ofthe projects and general affairs ofAuthority under the direction of the Commissioners. Section 4. OFFICIALSEAL. The Authority shall haveanofficial seal,whichshall be in the form of acircle and shall bear the name of the Authority and the year of its organization. Section 2. PRESIDENT. The President presides at meetings ofthe Authority. Except as otherwise authorized by resolution ofthe Authority, the President si8ns 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 ofthe 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 for the ensuing year. Section 7. OTHER ADMINISTRATIVE OFFICERS. Subdivision 1. Assistant Secretary. The Authority may designate an assistant to the Secretaryto keep the records ofthe Authority, record the meetings ofthe Authority in a journal of proceedings to be kept for that purpose and to perform the duties of secretary under the direction of the Secretary. TheassistantmustkeepinsafecustodythesealoftheAuthorityandmayaffix the seal to contracts and instruments authorized by the Authority. Subd.2. Assistant Treasurer. The Columbia Heights Finance Director ofthe City is the Assistant Treasurer ofthe Authority. The Assistant Treasurer ofthe Authority has custody offunds ofthe Authority. The Assista nt Trea su rer must deposit the funds in the name ofthe Authority in a bank or banks selected by the Authority. The Executive Director and the Assistant Treasurer must sign orders and checks for the payment of money and payout and disburse such monies underthe direction ofthe Authority. Except as otherwise authorized by resolution of the Authority, orders and checks must also be countersiSned by the President. The Assistant Treasurer must keep regular books of accounts showing Authority receipts and expenditures and render to the Authority, at the annual meeting (and when requested by the Authority), an account of the financial condition of the Authority. Subd. 3. Deputy Executive Director. The Columbia Heights Community Development Director is the Oeputy Executive Director and performs such duties and services as specified by the Executive Director, subject to direction ofthe Authority. ln the absence or incapacity ofthe Executive Director, the Deputy Executive Director may sign contracts, deeds and other instruments made by the Authority. Section 8. COMBINING ADMINISTRATIVE OFFICES. Administrative offices may be com bined Section 9. ADDITIONAL DUTIES. The officers ofthe Authority perform other duties and functions as may from time to time be required by the Authority, these bylaws or the rules and regulations of the Authority. Section 10. VACANCIES. lf the office of President, Vice-President, Treasurer, orSecretary becomes vacant/ 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. ARTICI.E III - MEETINGS Section 3. SPECIAL MEETINGS. Special meetings of the Board of Com m issioners may be called by the President, two members of the Board of Commissioners, or the Executive Director for the purpose of transacting any business designated in the call. The call (including location of meeting) for a special meeting must be delivered to Commissioners at least two days before the meeting, and notice ofthe 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, but if all the members of the Authority are present at a special meeting any business may be transacted at such special meeting by unanimous vote. Section 4. QUORUM. The powers of the Authority are vested in the comm issioners in office from time to time. Four commissioners constitute a quorum for the purpose of conductinB business, but a smaller number may adjourn from time to time until a quorum is present, and when a quorum is not present, a smaller number may adjourn the meeting. Section 5. oRDER OF BUSINESS. The following is the order of business at regular meetings of the Authority. Rollcall. Approval of minutes ofthe previous meeting. ManaBement Report. Consent. Allother items. Adjournment. Section 6. RESOLUTIONS: CONDUCT. U pon direction of the President, or the motion by two mem bers of the Board of Commissioners, resolutions must be in writing and placed in the journal of the proceedings of the Authority. The meetinS will be conducted in accordance with Roberts Rules of Order, Revised. Section 7. MANNER OF VOTING. Voting on questions cominB before the Authority must be entered in the minutes ofthe meeting. When a quorum is in attendance, action may be taken by the Authority u pon a vote ofthe majority ofthe commissioners. 1. 2. 4. 5. 6. Section 1. REGULAR MEETINGS. Monthly meetings are held at the regular meeting place ofthe Authority on the first Monday of each month unless that date is a legal holiday, in which case the meeting will be held on the next succeeding business day. ln the event the date/time/meeting place of a particular meeting must be changed, the Executive Director may make such change deemed necessary by notifying all Commissioners of the revised meeting time and date in accordance with the procedures for a special meeting. ARTICI,E IV. MISCELTANEOUS Section 1. FISCAI YEAR. The fiscal year of the Authority sh all be the same as the City's fiscal year Section 2. TREASURER'S BOND. 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 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 5300,000. Section 4. BUDGET. The Authority shall annually send its budget to the City Council which budget includes a written estimate of the amount of rnoney need by the Authority from the City in order for the Authority to conduct business during the upcoming fiscal year. Section 5. SERVICES. The Authority may contract for services of consultants, agents and others as needed to perform its duties and to exercise its powers. The Authority may also use the services ofthe City Attorney or hire a Beneral counsel, as determined by the Authority. The Authority may not hire temporary or permanent employees without prior approval ofthe City Council. Section 6. AMENDMENTS TO BYLAWS. The bylaws of the Authority may be amended only with the approval of at lea5t four commissioners at a regular meeting or at a special meeting called for that purpose Amended Bylaws Approved kovua-ru It 2023 Section 3. REPORT TO CITY. The Authority shall ann ually, at a time designated by the city, make a report tot he City Council giving a detailed account of its activities and of its receipts and expenditures for the precedinB calendar year. The Authority shall, at the City's request, make available all records necessary to condud an audit of the Authority's finances.