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HomeMy WebLinkAbout8E - EDA Bylaws CITY COUNCIL AGENDA REPORT MEETING DATE: April 16, 2001 AGENDA #: 8E PREPARED BY: Councilmembers Ericson and Gundlach AGENDA ITEM: CONSIDER APPROVAL OF BYLAWS FOR PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY. DISCUSSION: History: At the December 4, 2000 meeting, the City Council adopted Resolution 00-119, an Enabling Resolution for the Prior Lake Economic Development Authority (copy attached). The resolution changed the format of the Prior Lake Economic Development Authority from five members, including two Councilmembers and three non-members, to all five members being City Councilmembers. At the time the City Council took this action there was an understanding that the Economic Development Authority bylaws would need to be revised. At the annual meeting of the City Council, a subcommittee consisting of Councilmembers Ericson and Gundlach, the City Manager and the City Attorney was appointed to accomplish the bylaw review and revision. Current Circumstances: We have reviewed the Economic Development Authority bylaws. Significant modifications were made so the bylaws would more closely parallel state statute, as well as address the change in format. The most significant revisions are as follows: Article III "Board of Commissioners" - reflects that the EDA is now the City Council but also how vacancies are addressed, terms of appointment and payment of commissioners. Article IV "Meetinqs" - The location and time of meetings is specified for the Fire Station at 5:30pm before a Council meeting. Article V "Officers, Duties and Rules" - various articles are renumbered and statutory language relating to officers was incorporated. Article VI "Finance and Administration" - language has been consolidated under this heading. Article VII "Deposits, Default and Collateral" - moved adjacent to Finance and Administration and language added to identify statutory provisions on these topics. 16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 { FILENAME \* Upper\p \* MERGEFORMA T AN EQUAL OPPORTUNITY EMPLOYER T- .":'" 7 1 T "'iT ISSUES: ALTERNATIVES: RECOMMENDED MOTION: Article VIII "Powers" - has been renumbered and any restrictions previously included have been removed. Article IX "Limitation of Powers" - Three sentences were deleted which were safeguards before the EDA became the City Council. The remaining limitation relates to the Comprehensive Plan only. Article X "Annual Report and Budqet" - modified to quote state statute. Article XI "Notification" - has been consolidated so all notices are addressed here. Article XII "Staff" - reflects statutory language. Article XIX "Insurance" - modified to clarify insurance coverages. Article XVI "Miscellaneous" - revised to indicate that City Council bylaws govern EDA meetings. Article XVII "Conflict of Interest" - retitled and revised to incorporate statutory language. Councilmembers Gundlach and Ericson have not been able to view the most recent bylaws revisions and may, therefore, have comments at the City Council meeting. Conclusion: Two copies of the revised bylaws are attached. One version is in legislative text that indicates new language and deleted language. The second version is the final draft. The City Council should review the proposed revisions to determine if they are appropriate. The proposed revisions are consistent with the change in the EDA format, and better reflect statutory language governing Economic Development Authorities. The revisions remove much of the duplication in effort between the City Council and EDA and therefore the time delay in getting issues addressed. (1) Adopt the modified bylaws as proposed. (2) Adopt the modified bylaws with revisions. (2) Defer action pending the receipt of additional information. As determined by the City Council. Once the revised bylaws are adopted, the City Council should schedule an organizational meeting to accomplish the following: 1. Elect Officers (president, vice-president, treasurer, assistant treasurer, secretary) 2. Approve Treasurer's Bond. 3. Appoint Official Bank. 4. Name Check-Writing Signator in addition to Treasurer. { FILENAME \* Upper\p \* MERGEFORMAT} BYLAWS OF PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY Amended January 3, 1995 Amended January 2, 1996 Amended February 20, 1996 Amended October 21, 1996 Amended December 21, 1998 Amended April 16, 2001 ARTICLE I - NAME AND PURPOSE The Prior Lake Economic Development Authority is a public body politic and a political subdivision of the State of Minnesota. The affairs of the Authority shall include, but not be limited to, promoting the growth, development and redevelopment of commercial industrial concerns in Prior Lake. The primary purpose of the EDA is to serve as an Economic Development Authority (EDA) pursuant to Minnesota Statutes, Section 469.090 to 469.108. The EDA shall be governed by all requirements of said statute, the Enabling Resolution passed by the Prior Lake City Council and any amendments to the Enabling Resolution which may be enacted by the City Council in the future. ARTICLE II - OFFICES AND BOUNDARIES The principal office of the EDA shall be in the City Hall of the City of Prior Lake, 16200 Eagle Creek Avenue, County of Scott, State of Minnesota. The EDA may also have offices at such other places as the Commissioners of the EDA may from time to time appoint, or as the business of the EDA may require. The territory in which operations of the EDA are principally to be conducted consists of the City of Prior Lake in Scott County in the State of Minnesota. ARTICLE III - BOARD OF COMMISSIONERS The management of all of the affairs, property and business of the EDA shall be vested in a five (5) member Board of Commissioners. The members of the City Council shall serve as the Board of Commissioners. A vacancy is created in the membership of the EDA when a City Council member of the EDA ends council membership. A vacancy for this or another reason must be filled for the balance of the unexpired term, in the manner in which the original appointment was made. The City Council may set the term of the commissioners who are members of the City Council to coincide with their term of office as members of the City Council. Minn. Stat. 469.095, subd. 2(f). All vacancies in the Board of Commissioners of the EDA, whether caused by resignation, termination of Councilmembers, death or otherwise, shall be filled by the successor to the Council position. The Board of Commissioners may exercise all powers of the EDA and do all such lawful acts and things as are authorized pursuant to Minnesota State Statutes, the Enabling Resolution or pursuant to these Bylaws. {FILENAME ,. MERGEFORMAT I -{PAGE}- IlT 11 T r I. A commissioner, including the president, shall be paid for attending each regular or special meeting of the EDA in an amount to be determined by the City Council. In addition to receiving pay for meetings, the commissioners may be reimbursed for actual expenses incurred in doing official business of the EDA. All money paid for compensation or reimbursement must be paid out of the EDA's budget. (Minn. Stat. 469.095, subd. 4). ARTICLE IV - MEETINGS The EDA shall meet monthly as determined by the EDA at the City Council Chambers at Fire Station 1, 16776 Fish Point Road. At least seven (7) days written notice of such meetings shall be given to the Commissioners. Meetings will be held at 5:30pm before the City Council meeting. Notice of a regular meeting shall comply with the requirements of the Minnesota Open Meeting Law. Three Commissioners shall constitute a quorum for the purpose of conducting business. Less than a quorum may, however, adjourn any meeting, which may be held on a subsequent date and time certain without further notice, provided a quorum is present at such deferred meeting. Commissioners are to notify the staff prior to the meeting if they are unable to attend. ARTICLE V - OFFICERS. DUTIES AND RULES The EDA shall elect a president, a vice-president, a treasurer, a secretary, and an assistant treasurer. The EDA shall elect the president, treasurer, and secretary annually. A commissioner must not serve as president and vice-president at the same time. The other offices may be held by the same commissioner. The offices of secretary and assistant treasurer need not be held by a commissioner. The officers have the usual duties and powers of their offices. They may be given other duties and powers by the EDA. The treasurer shall receive and is responsible for EDA money, is responsible for the acts of the assistant treasurer, shall disburse EDA money by check only, shall keep an account of the source of all receipts, and the nature, purpose and amount of all disbursements, and shall file the EDA's detailed financial statement with its secretary at least once a year at times set by the EDA. The assistant treasurer has the powers and duties of the treasurer if the treasurer is absent or disabled. 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 EDA and filed with the secretary. The bond must be for twice the amount of money likely to be on hand at anyone time, as determined at least annually by the EDA provided that the bond must not exceed $300,000. (Minn. Stat. 469.096) ARTICLE VI - FINANCE AND ADMINISTRATION EDA money is public money. The monies of the EDA shall be deposited in the name of the EDA in such bank or banks as the Board of Commissioners shall designate. The EDA check must be signed by the treasurer and one other officer named by the EDA in a resolution. The check must state the name of the payee and the nature of the claim that the check is issued for. (Minn. Stat. 469.096) {FILENAME \. MERGEFORMAT J -{PAGE}- The nature, number and qualification of the staff required by the EDA to conduct its business according to these Bylaws shall be annually determined by the Board of Commissioners. Any agreement shall set forth in reasonable detail the nature of the EDA services to be performed, the cost basis for such services and the payment to be made by the EDA. The books and records of the EDA shall be kept at the EDA office in the City of Prior Lake, Minnesota. The EDA'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 EDA's credits and assets, and its outstanding liabilities in a form required for the City's financial statements. The EDA shall examine the statement together with the treasurer's vouchers. If the EDA finds that the statement and vouchers are correct, it shall approve them by resolution and enter the resolution in its records. ARTICLE VII - DEPOSITS. DEFAULT. COLLATERAL Every two years the EDA shall name national or state banks within the state as depositories. Before acting as a depository, a named bank shall give the EDA a bond approved as to form and surety by the EDA. The bond must be conditioned for the safekeeping and prompt repayment of deposits. The amount of bond must be at least equal to the maximum sums expected to be deposited at anyone time. When EDA funds are deposited by the treasurer in a bonded depository, the treasurer and the surety on the treasurer's official bond are exempt from liability for the loss of the deposits because of the failure, bankruptcy, or other act or default of the depository. However, the EDA may accept assignments of collateral from its depository to secure deposits just as assignments of collateral are permitted by law to secure deposits of the City. (Minn. Stat. 469.099) ARTICLE VIII- POWERS The EDA may exercise all of the powers contained in the Enabling Resolution consistent with Minnesota Statutes, Sections 469.090 to 469.108. The EDA may exercise all of the powers contained in the Housing Act, Minnesota Statutes, Sections 469.001 to 469.047. The EDA may exercise all of the powers of an Agency contained in the Development Act, Minnesota Statutes, Sections 469.124 to 469.134. The EDA may exercise all of the powers of a redevelopment agency contained in the Industrial Bond Act, Minnesota Statutes, Sections 469.152 to 469.165. The EDA may exercise all of the powers of a city contained in the Housing Finance Act, provided authorized to ao so by ordinance of the Council pursuant to Section 462C.02, Subdivision 6 of the Housing Financing Act. The EDA may exercise all of the powers of an authority contained in the Tax Increment Act, Minnesota Statutes, Section 469.174 to 469.179. The EDA may exercise such powers as may be contained in other laws applicable to economic development authorities or housing and redevelopment authorities not specifically described herein. I FILENAME ,. MERGEFORMAT I - { PAGE} - .11 T I t 1 r I ARTICLE IX - LIMITATION OF POWERS All official actions of the EDA must be consistent with the adopted Comprehensive Plan of the City and with any official controls adopted by the City Council to implement the Comprehensive Plan. ARTICLE X - ANNUAL REPORT AND BUDGET An EDA shall not levy a tax or special assessment, except as otherwise provided in Minn. Stat. 469.090 to 469.108, pledge the credit of the City or incur an obligation enforceable on property not owned by the EDA. Annually, at a time fixed by charter, resolution, or ordinance of the city, the EDA shall send its budget to the city council. The budget must include a detailed written estimate of the amount of money that the EDA expects to need from the city to do EDA business during the next fiscal year. The needed amount is what is needed in excess of any expected receipts from other sources. The fiscal year of the EDA shall be the same as the fiscal year of the City. Annually, at a time and in a form fixed by the City Council, the EDA shall make a written report to the City Council giving a detailed account of its activities and of its receipts and expenditures during the preceding calendar year, together with additional matter and recommendations it deems advisable for the economic development of the City. The financial statements of the EDA must be prepared, audited, filed and published or posted in the manner required for the financial statements of the City. The financial statements must permit comparison and reconciliation with the City's accounts and financial reports. The report must be filed with the state auditor by June 30 of each year. The auditor shall review the report and may accept it or, in the public interest, audit the books of the EDA. At the request of the City or upon the auditor's initiative, the state auditor may make a legal compliance examination of the EDA including the salaries paid to the examiners while actually engaged in making the examination. The state auditor may bill monthly or at the completion of the audit. All collections received must be deposited in the general fund. (Minn. Stat. 469.100) ARTICLE XI - NOTICES Whenever the provisions of an applicable statute or these Bylaws require notice to be given to any Commissioner or officer, the provisions shall not be construed to mean personal notice unless explicitly stated; such notice may be given in writing by U.S. Mail, in a postage-paid, sealed wrapper, addressed to the Commissioner or officer at his or her address as appears in the books of the EDA, and the time when the notice is mailed shall be deemed to be the time of the giving of such notice. Special meetings of the Board of Commissioners may be called at any time by the President, or, in his/her absence, by the Vice President or by any two (2) Commissioners. Notice of special meetings of the Board of Commissioners shall be given to each Commissioner at least three (3) days prior to the meeting via telephone, telegram, letter or personal contact and shall state the time, place and the business scheduled to come before the EDA. Public notice of a special meeting shall comply with the requirements of the Minnesota Open Meeting Law. In the case of special meetings, the presence of any member of the commission at a special meeting shall constitute a waiver of any formal notice of the meeting unless the commissioner attends for the specific purpose of objecting to the holding of such meeting. I FILENAME ,. MERGEFORMAT I -{PAGE}- ARTICLE XII - STAFF The City Manager shall serve as the Executive Director to the EDA. Tile [)(Qr.lltive Din~~'s - compensation sh311 bo determined by the EDA. '8aiJ v6fApeA3ativII ~llall be in aelditiaFl Lv tile City M;:;m::lgsr'g &::llary. The EDA may employ a chief engineer, other technical experts and agents, and other employees as it may require, and determine their duties, qualifications and compensation. (Minn. Stat. 469.097, subd. 1). The EDA may contract for the services of consultants, agents, public accountants, and other persons needed to perform its duties and exercise its powers. (Minn. Stat. 469.097, subd. 2) The EDA shall use the services of the City Attorney. The City Attorney is its chief legal advisor. (Minn. Stat. 469.097, subd. 3) The EDA may purchase the supplies and materials it needs to carry out Minn. Stat. Sections 469.090 to 469.108. (Minn. Stat. 469.097, subd. 4) The EDA shall use the facilities of its City's purchasing department in connection with construction work and to purchase equipment, supplies, or materials. (Minn. Stat. 469.097, subd. 5) The City may furnish offices, structures and space, and stenographic, clerical, engineering or other assistance to the EDA. (Minn. Stat. 469.097, subd. 6) The EDA may delegate to one or more of its agents or employees powers or duties as it may deem proper. (Minn. Stat. 469.097,subd. 7) ARTICLE XIII - SEAL The official seal of the EDA shall be the same as the official seal of the City of Prior Lake. ARTICLE XIV - INSURANCE The EDA shall obtain a written opinion from the LMCIT regarding insurance coverage issues. The EDA shall purchase and maintain insurance as recommended by the LMCIT to cover the activities of the EDA including its Commissioners, officers, employees, agents and attorney. ARTICLE XV - AMENDMENT OF BYLAWS Alterations, amendments or repeal of the Bylaws may be accomplished by a majority vote of the Commissioners entitled to vote at any meeting, if the notice of such meeting contains a statement of the proposed alteration, amendment or repeal. Notice of any alteration, amendment or repeal of the Bylaws shall be given in writing to each Commissioner at least ten (10) days prior to the meeting at which said proposed alteration, amendment or repeal shall be considered, ARTICLE XVI - MISCELLANEOUS The conduct of meetings of the EDA shall be governed by the bylaws governing the conduct of the City Council meeting. I FILENAME ,. MERGEFORMAT J -{PAGE}- . ,r .----""" ".--'""'"''".-.-"-.''" 11 I II ARTICLE XVII - CONFLICT OF INTEREST Except as authorized in Minn. Stat. Section 471.88, a commissioner, officer or employee of the EDA must not acquire any financial interest, direct or indirect, in any project or in any property included or planned to be included in any project, nor shall the person have any financial interest, direct or indirect, in any contract or proposed contract for materials or service to be furnished or used in connection with any project. (Minn. Stat. 469.098) I FILENAME ,. MERGEFORMAT} - { PAGE} - ECONOMIC DEVELOPMENT EDA OFFICERS President............................................... . Vice President........................................ Treasurer.............................................. . Executive Director.................................. Frank Boyles Assistant Treasurer ................................ Ralph Teschner Secretary ............................................... Kelly Meyer EDA Attorney......................................... Suesan Lea Pace I FILENAME ,. MERGEFORMAT I - { PAGE} - III ~ 1 [ I: BYlAl.4\*S BYLAWS OF PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY Amended January 3, 1995 Amended January 2, 1996 Amended February 20, 1996 Amended October 21, 1996 Amended December 21, 1998 Amended Aoril 16. 2001 ARTICLE I - NAME AND PURPOSE The Prior Lake Economic Development Authority is a public body politic and a political subdivision of the State of Minnesota. The affairs of the Authority shall include, but not be limited to, promoting the growth, development and redevelopment of commercial industrial concerns in Prior Lake. The primary purpose of the AuthorityEDA is to serve as an Economic Development Authority (EDA) pursuant to Minnesota Statutes, Section 469.090 to 469.108. The Authority.E..QA shall be governed by all requirements of said statute, the Enabling Resolution passed by the Prior Lake City Council and any amendments to the Enabling Resolution which may be enacted by the City Council in the future. ARTICLE II - OFFICES AND BOUNDARIES The principal office of the AuthorityEDA shall be in the City Hall of the City of Prior Lake, 16200 Eagle Creek Avenue, County of Scott, State of Minnesota. The AuthorityEDA may also have offices at such other places as the Commissioners of the AuthorityEDA may from time to time appoint, or as the business of the AuthorityEDA may require. The territory in which operations of the AuthorityEQA are principally to be conducted consists of the City of Prior Lake in Scott County in the State of Minnesota. Meetings of tho Authority shall be conducted at the City Council Chambers at Fire Station 1, 16776 Fish Point Road. ARTICLE III - BOARD OF COMMISSIONERS The management of all of the affairs, property and business of the AuthorityEDA shall be vested in a five (5) member Board of Commissioners. The Board shall consist of t\vo members of the Prior Lake City Council together with three persons with business expertise who live in the City of Prior Lake and shall be selected by the members of the City Council shall serve as the Board of Commissioners. Mayor and confirmed by the City Council pursuant to Minnesota St:Jtutes Chapter 469.095, subdivision ~ The terms of the Commissioners shall be as set forth in the En:Jbling Resolution. A vacancy is created in the membershio of the EDA when a City Council member of the EDA ends council membershio. A vacancy for this or another reason must be filled for the balance of the I FILENAME \* MERGEFORMAT I - ! PAGE} - unexoired term. in the manner in which the oricinal aooointment was made. The City Council may set the term of the The Board of Commissioners may exercise all po~.'ers of the .^.uthority and do all such la':lful acts and things as are authorized pursuant to Minnesota State Statutes, the Enabling Resolution or pursuant to these Bylav:s. commissioners who are members of the City Council to coincide with their term of office as members of the City Council. Minn. Stat. 469.095. subd. 2{f). All vacancies in the Board of Commissioners of the EQA, whether caused by resignation. termination of Councilmembers. death or otherwise. shall be filled by City Council Mayoral appointment with City Council confirmation. the ARTICLE IV MEETINGS The Authority shall meet monthly as determined by the Authority at the location set forth in J\rticle Two. Section 1. .^.t least seven (7) days written notice of such meetings shall be given to the Commissioners and City Council members. Meetings may be held immediately preceding. during or after the City Council meeting. Notice of a regular meeting shall comply with the requirements of the Minnesota Open Meeting Law. Special meetings of the Board of Commissioners may be called at any time by the President, or. in hislher absence. by the Vice President or by any two (2) Commissioners. Notice of special meetings of the Board of Commissioners shall be given to each Commissioner and the City Council members at least three (3) days prior to the meeting via telephone, telegram. letter or personal contact and shall Etate the time. place and the business scheduled to come before the Authority. Notice of a special meeting shall comply with the requirements of the Minnesota Open Meeting Law. Three commissioners shall constitute a quorum for the purpose of conducting business. Less than a quorum may. however. acijourn any meeting. which may be held on a subsequent datewithout further notice, provided a quorum be present at such deferred meeting. Commissioners are to notify the staff prior to the meeting if they are unable to attend. ARTICLE V OFFICERS The officers of the Authority shall be a President, a Vice President. a Secretary and a Treasurer who shall be elected by the Board to a one year term on a calendar year basis and shall hold office until their successors are elected and qualified. The President, Vice President. and Treasurer shall be members of the Board of Commissioners. The City Manager's designee will serve as the Secretary. The President shall preside at all meetings of the Authority. shall sign or counter sign all certificates, contracts and other instruments of the Authority as authorized by the Board of Commissioners. shall make reports to the Board of Commissioners, and shall perform all such other duties as are incident to the office or are properly required by the Board of Commissioners. . The Vice President shall exercise all the authority and fulfill all the functions of the President during any absence or disability of the President. The Secretary shall issue notice for all meetings. (except that notice for special meetings called at the request of Commissioners as provided herein) shall keep minutes of all meetings. and shall make such reports and perform such other duties as are incident to the office, or are properly required by the Board of Commissioners. I FILENAME ,. MERGEFORMAT I - ! PAGE} - . II 1 I II The Treasurer shall have charge of all Authority books and shall perform all duties incident to the office 'Nhich are properly required by the Board of Commissioners. In the case of the absence or inability to act of any officer of the Authority and of any person herein authorized to act in his or her place, the Board of Commissioners may from time to time delegate the powers or duties of such officer to any other officer, or any Commissioner whom it may select at any regular or special meeting. The salaries of Commissioners of the Authority shall be $40.00 per meating. ARTICLE VI ATTENDANCE AND EXPENSES Any Commissioner who is absent from three (3) consecutive duly called meetings of the Board shall be deemed to have resigned unless the absentee provides a satisfactory explanation to the President and the President so notes in the records of the Authority. Commissioners and officers may be reimbursad for expenses incurred in fulfilling the duties of their office and may be reimbursed for attendance at meetings and in the performance of duties on behalf of the Authority. Schedules of reimbursable expense shall be established by the Authority from time to time (mileaae, meals, etc. ). ARTICLE VII FINJ\NCE AND ADMINISTRATION The monies of the Authority shall be deposited in the name of the I\uthority in such bank or banks as the Board of Commissioners shall designate, and shall be drawn out only by check signed by persons designated by resolution by the Board of Commissioners. The fiscal year of the Authority shall be the same as the fiscal year of the City of Prior Lake. The nature, number and qu:t1ification of the staff required by the Authority to conduct its business according to these Bylaws shall be annually determined by the Board of Commissioners. Any agreement shall set forth in reasonable detail the nature of the Authority services to be performed, the cost basis for such services and the payment to be made by the Authority. The books and records of the Authority shall be kept at the I\uthority office in the City of Prior Lake, Minnesota. ARTICLE VIII PO'NERS The Authority may exercise all of the pO'lJers contained in the En3bling Resolution consistent '."lith Minnesota Statutes, Sections 469.090 to 469.108. The Authority may exercise all of the powers contained in the Housing Act, Minnesota Statutes, Soctions 469.001 to 469.047. The Authority may exercise all of the po'....ers of an I'.gency contained in the Development Act, Minnesota Statutes, Sections 469.124 to 469.134. The Authority may exercise 311 of the powers of a redevelopment agency cont3ined in the Industrial Bond Act, Minnesota Statutes, Sections 469.152 to 469.165. I FILENAME \. MERGEFORMAT I - ! PAGE} - The Authority may exercise all of the pO'J.lers of a city contained in the Housing Finance Act, provided authorized to do so by ordinance of the Council pursuant to Section 462C.02, Subdivision 6 of the Housing Financing Act. The Authority may exercise all of the powers of an Authority contained in the Tax Increment Act, Minnesota Statutes, Section 169.174 to 1'\69.179. The Authority may exercise such pO'Ners as may be contained in other la'lIs applicable to economic development authorities or housing ::md rede'.<elopment authorities not specifically described herein. ARTICLE IX LIMITATION OF PO'NERS The Authority shall not issue any bonds '.vithout the prior approval by the City Council. The Authority shall not participate as a limited partner in a development project without the prior approval of the City Council. All official actions of the /\uthority must be consistent with the adopted Comprehensive Plan of the City and with any official controls adopted by the City Council to implement the Comprehensive Plan. The Authority must submit a comprehensive description of its administrative structure, management practices and bylav:s, to the City Council for approval. ARTICLE X ANNUAL REPORT AND BUDGET The Authority shall prepare an annual report describing its activities and providing an accurate statement of its financial condition. The annual report shall be prepared and submitted to the City Council by March 1 each year. The Authority shall prepare an annual budget projecting anticipated expenses and sources of revenue. The annual budget shall be prepared and submitted to the City Manager of the City of Prior Lake by September 1 each year. The financial statements of the Authority must be prepared, audited, filed and publishedin the manner required for the financial statements of the City of Prior Lake. The financial statement must be filed with the state auditor by June 30 of each year. ARTICLE XI NOTICES 'Nhene\<er the provisions of an applicable statute or these Bylaws require notice to be gh.<en to any Commissioner 9r officer, the provisions shall not be construed to mean personal notice unless explicitly stated; such notice may be given in writing by U.S. Mail, in a postage paid, sealed 'Nrapper, addressed to the Commissioner or officer at his or her address as appears in the books of the Authority, and the time when the notice is mailed shall be deemed to be the time of the giving of such notice. In the case of special meetings, the presence of any member of the commission at a special meeting shall constitute a waiver of any formal notice of the meeting unless the commissioner attends for the specific purpose of objecting to the holding of such meeting. ARTICLE XII STAFF {FILENAME ,. MERGEFORMAT I - ! PAGE} - 111 if ; H "T"'--' .., [ I The City Manager, who shall act as Executive Director to the Authority, shall utilize City staff as needed for carrying out the purposes of the Authority. In addition, the City Manager as specified and directed by the Board of Commissioners may retain such additional professional assistance as may be necessary to ensure the proper :md efficient operation of the Authority. ARTICLE XIII SEAL The official seal of the Authority shall be the same as the official seal of the City of Prior Lake. ARTICLE XIV INDEMNIFIC^ TION The Authority shall have the po\\'er to indemnify any persons, whether officers, Commissioners, employees, agents or other persons acting for or on behalf of the Authority in respect to any and all matters or actions for which indemnification is permitted by the laws of the State of Minnesota, including, without limitation, liability for expenses incurred in defending against actions commenced or threatened. In the discretion of the Commissioners, the Authority may purchase and maintain insurance against claims arising out of events and made or threatened against persons described in Section 1 above, whether or not the Authority has the po'tler to indemnify such person under the la'A's of the State of Minnesota. ARTICLE XV AMENDMENT OF BYLNNS Alterations, amendments or repeal of the Bylaws may be recommended to the City Council by a majority vote of the Commissioners entitled to vote at any meeting, if the notice of such meeting contains a statement of the proposed alteration, amendment or repeal. Notice of any alteration, amendment or repeal of the Bylaws shall be given in writing to each Commissioner at least ten (10) d3Ys prior to the meeting at which s3id proposed alteration, amendment or repeal shall be considered. ARTICLE XVI MISCELLANEOUS All meetings of the Authority shall be governed by City Council Byla'f.'s. Commissioners of the Authority shall conform to a conflict of interest policy as set forth in the City Council Byla.....s which shall be applicable to all actions to be taken by the Commissioners or officers. !\RTICLE XVII CODE OF CONDUCT Commissioners will adhere to the following: 1)/\ Commissioner's opinions pertaining to a function, organization or specific application or issue shall not be given to the public or media unless there is a clear qualification that the opinion is that of the member and not the official opinion of the Authority or the City, If a Commissioner gives or represonts the opinions of the EDA. he/she shall do so only after receiving the official direction from the EDA. 2)The conduct of Commissioners shall reflect positively upon the EDA, individual member and city. I FILENAME '" MERGEFORMAT I - ! PAGE} - 3)Commissioners shall avoid any actual or apparent impropriety. I FILENAME ,. MERGEFORMAT I - f PAGE} - . ,I --'~'------'--'-------'--"-'--------r "I r J ECONOMIC DEVELOPMENT AUTHORITY OFFICERS Approved December 21, 1998 (amended 3/22/99) President............................................... Bob Barsness Vice President........................................ Dick Underferth Treasurer............................................... Bob Jader Ex.ecutive Director.................................. Frank Boyles Assistant Treasurer................................ Ralph Teschner Secretary ............................................... Kelly Meyer Liaison to Business Community............. Paul Viereck successor to the Council oosition. The Board of Commissioners may exercise all oowers of the EDA and do all such lawful acts and thinas as are authorized oursuant to Minnesota State Statutes. the Enablina Resolution or oursuant to these Bvlaws. A commissioner. includina the oresident shall be oaid for attendina each reaular or soecial meetina of the EDA in an amount to be determined bv the City Council. In addition to receivina oav for meetinas. the commissioners may be reimbursed for actual exoenses incurred in doina official business of the EDA. All money oaid for comoensation or reimbursement must be oaid out of the EDA's budaet. (Minn. Stat. 469.095. subd. 4). ARTICLE IV - MEETINGS The EDA shall !'fleet monthlv as determined bv the EDA at the City Council Chambers at Fire Station 1, 16776 Fish Point Road. At least seven (7) days written notice of such meetinas shall be aiven to the Commissioners. Meetinas will be held at 5:30om before the City Council meetina. Notice of a reaular meetina shall comolv with the reauirements of the Minnesota Doen Meetina Law. Three Commissioners shall constitute a auorum for the ouroose of conductina business. Less than a auorum may. however. adiourn any meetina. which may be held on a subseauent date and time certain without further notice orovided a auorum is oresent at such deferred meetina. Commissioners are to notify the staff orior to the meetina if they are unable to attend. {FILENAME '" MERGEFORMAT I - ! PAGE} - ARTICLE V - OFFICERS. DUTIES AND RULES The EDA shall elect a oresident a vice-oresident. a treasurer. a secretary. and an assistant treasurer. The EDA shall elect the oresident. treasurer. and secretary annuallv. A commissioner must not serve as oresident and vice-oresident at the same time The other offices may be held bv the same commissioner. The offices of secretary and assistant treasurer need not be held bv a commissioner. The officers have the usual duties and oowers of their offices. Thev may be aiven other duties and Dowers bv the EDA. The treasurer shall receive and is resDonsible for EDA money. is resDonsible for the acts of the assistant treasurer shall disburse EDA money bv check onlv. shall keeD an account of the source of all receiDts. and the nature. Duroose and amount of all disbursements. and shall file the EDA's detailed financial statement with its secretary at least once a year at times set bv the EDA. The assistant treasurer has the Dowers and duties of the treasurer if the treasurer is absent or disabled. The treasurer shall aive bond to the state conditioned for the faithful discharae of official duties The bond must be aooroved as to form and surety bv the EDA and filed with the secretary. The bond must be for twice the amount of money likelv to be on hand at any one time. as determined at least annuallv bv the EDA Drovided that the bond must not exceed $300.000. (Minn. Stat. 469.096) ARTICLE VI - FINANCE AND ADMINISTRATION EDA money is Dublic money. The monies of the EDA shall be deoosited in the name of the EDA in such bank or banks as the Board of Commissioners shall desianate. The EDA check must be sianed bv the treasurer and one other officer named bv the EDA in a resolution. The check must state the name of the Davee and the nature of the claim that the check is issued for. (Minn. Stat. 469.096) The nature. number and aualification of the staff reauired bv the EDA to conduct its business accordina to these Bvlaws shall be annuallv determined bv the Board of Commissioners. Anv aareement shall set forth in reasonable detail the nature of the EDA services to be Derformed the cost basis for such services and the oavment to be made bv the EDA The books and records of the EDA shall be keDt at the EDA office in the City of Prior Lake Minnesota. The EDA's detailed financial statement must show all receiDts and disbursements. their nature. the money on han~t the ourooses to which the money on hand is to be aoolied the EDA's credits and assets. and its outstandina liabilities in a form reauired for the City's financial statements. The EDA shall examine the statement toaether with the treasurer's vouchers If the EDA finds that the statement and vouchers are correct. it shall aoorove them bv resolution and enter the resolution in its records. I FILENAME \. MERGEFORMAT I - ! PAGE} - 111 r I '-~--'-'------'--'I-- ~ r J ARTICLE VII - DEPOSITS. DEFAULT. COLLATERAL Everv two years the EDA shall name national or state banks within the state as deoositories. Before actina as a deoositorv. a named bank shall aive the EDA a bond aooroved as to form and surety bv the EDA. The bond must be conditioned for the safekeeoina and oromot reoavment of deoosits. The amount of bond must be at least eaual to the maximum sums exoected to be deoosited at any one time. When EDA funds are deoosited bv the treasurer in a bonded deoositorv the treasurer and the surety on the treasurer's official bond are exemot from liabilitv for the loss of the deoosits because of the failure bankruotcv. or other act or default of the deoositorv However. the EDA may acceot assianments of collateral from its deoositorv to secure deoosits iust as assianments of collateral are oermitted bv law to secure deoosits of the City. (Minn. Stat. 469.099) ARTICLE VIII- POWERS The EDA may exercise all of the Dowers contained in the Enablina Resolution consistent with Minnesota Statutes. Sections 469.090 to 469 108. The EDA may exercise all of the Dowers contained in the Housina Act Minnesota Statutes Sections 469.001 to 469.047. The EDA may exercise all of the Dowers of an Aaencv contained in the Develooment Act. Minnesota Statutes. Sections 469.124 to 469.134. The EDA may exercise all of the Dowers of a redevelooment aaencv contained in the Industrial Bond Act. Minnesota Statutes. Sections 469.152 to 469.165. The EDA may exercise all of the Dowers of a city contained in the Housina Finance Act. orovided authorized to do so bv ordinance of the Council oursuant to Section 462C.02. Subdivision 6 of the Housina Financina Act. The EDA may exercise all of the Dowers of an authority contained in the Tax Increment Act. Minnesota Statutes. Section 469.174 to 469.179. The EDA may exercise such Dowers as may be contained in other laws aoolicable to economic develooment authorities or housina and redevelooment authorities not soecificallv described herein. ARTICLE IX - LIMITATION OF POWERS All official actions of the EDA must be consistent with the adooted Comorehensive Plan of the City and with any official_ controls adooted bv the City Council to imolement the Comorehensive Plan. ARTICLE X - ANNUAL REPORT AND BUDGET An EDA shall not lew a tax or soecial assessment exceot as otherwise orovided in Minn. Stat. 469.090 to 469 108 oledae the credit of the City or incur an obliaation enforceable on orooertv not owned bv the EDA. Annuallv. at a time fixed bv charter. resolution. or ordinance of the city. the EDA shall send its budaet to the city council. The budaet must include a detailed written estimate of the amount of money that the I FILENAME \* MERGEFORMAT I - t PAGE} - EDA exoects to need from the citv to do EDA business durina the next fiscal vear. The needed amount is what is needed in excess of anv exoected receiots from other sources. The fiscal vear of the EDA shall be the same as the fiscal vear of the Citv. Annuallv. at a time and in a form fixed bv the Citv Council the EDA shall make a written reoort to the Citv Council aivina a detailed account of its activities and of its receiots and exoenditures durina the orecedina calendar vear. toaether with additional matter and recommendations it deems advisable for the economic develooment of the Citv. The financial statements of the EDA must be oreoared. audited. filed and oublished or oosted in the manner reauired for the financial statements of the Citv. The financial statements must oermit comoarison and reconciliation with the Citv's accounts and financial reoorts. The reoort must be filed with the state auditor bv June 30 of each vear. The auditor shall review the reoort and may acceot it or. in the oubHc interest audit the books of the EDA. ARTICLE XI . NOTICES Whenever the orovisions of an aoolicable statute or these Bvlaws reauire notice to be aiven to anv Commissioner or officer. the orovisions shall not be construed to mean oersonal notice unless exolicitlv stated: such notice mav be aiven in writina bv U.S. Mail. in a oostaae-oaid. sealed wraooer. addressed to the Commissioner or officer at his or her address as aooears in the books of the EDA. and the time when the notice is mailed shall be deemed to be the time of the aivina of such notice. Soecial meetinas of the Board of Commissioners mav be called at anv time bv the President. or. in his/her absence. bv the Vice President or bv anv two (2) Commissioners. Notice of soecial meetinas of the Board of Commissioners shall be aiven to each Commissioner at least three (3) davs orior to the meetina via teleohone. telearam. letter or oersonal contact and shall state the time. Drace and the business scheduled to come before the EDA Public notice of a soedal meetina shall comolv with the reauirements of the Minnesota aDen Meetina Law. In the case of soecial meetinas. the oresence of anv member of the commission at a soecial meetina shall constitute a waiver of any formal notice of the meetina unless the commissioner attends for the soecific ouroose of obiectina to the holdina of such meetina ARTICLE XII . STAFF The Citv Manaaer shall serve as the Executive Director to the EDA. The Executive Director's comoensation shall be determined bv the EDA. Said comoensation shall be in addition to the Citv Manacer's salarv. The EDA mav emolov a chief encineer other technical exoerts and acents. and other emolovees as it may reauire. and determine their duties. aualifications and comoensation. (Minn. Stat. 469.097. subd. 11 The EDA mav contract for the services of consultants. aaents. oublic accountants. and other oersons needed to oerform its duties and exercise its Dowers. (Minn Stat 469.097 subd.2) I FILENAME ,. MERGEFORMAT I - { PAGE} - I ; I ^-~.~_.'._.'-_._._~"._-~.- ---_.~.,.~._'_._.--".--..~. ... ..... The EDA shall use the services of the City Attornev. The City Attornev is its chief leaal advisor. (Minn. Stat. 469.097. subd. 3) The EDA may Durchase the sUDDlies and materials it needs to carry out Minn. Stat. Sections 469.090 to 469.108. (Minn. Stat. 469.097. subd. 4) The EDA shall use the facilities of its City's Durchasina deDartment in connection with construction work and to Durchase eauiDment. sUDDlies. or materials. (Minn. Stat. 469097. subd. 51 The City may furnish offices. structures and SDace and stenoaraDhic. clerical. enaineerina or other assistance to the EDA. (Minn. Stat. 469.097. subd. 6) The EDA may deleaate to one or more of its aaents or emDlovees Dowers or duties as it may deem DrODer. (Minn. Stat. 469.097.subd. 7) ARTICLE XIII - SEAL The official seal of the EDA shall be the same as the official seal of the City of Prior Lake. EDA includina its Commissioners. officers emDlovees. aaents and attorney. the DroDosed alteration. amendment or reDeal. Notice of any alteration. amendment or reDeal of the Bvlaws shall be aiven in writina to each Commissioner at least ten (10) days Drior to the meetina at which said DroDosed alteration amendment or reDeal shall be considered. ARTICLE XVI - MISCELLANEOUS The conduct of meetinas of the EDA shall be aoverned bv the bvlaws aovernina the conduct of the City Council meetina. ARTICLE XVII - CONFLICT OF INTEREST ExceDt as authorized in Minn. Stat. Section 471.88. a commissioner officer or emDlovee of the EDA must not acauire any financial interest direct or indirect. in any Droiect or in any DroDertv included or Dlanned to be included in any Droiect. nor shall the Derson have any financial interest. direct or indirect. in any contract or DroDosed contract for materials or service to be furnished or used in connection with any Droiect. (Minn. Stat. 469.098) 1 FILENAME \. MERGEFORMAT I - ! PAGE} - ECONOMIC DEVELOPMENT EDA OFFICERS President................. ............................. Vice President...... .. .............................. Treasurer .................................. .... ... Executive Director................... .. Frank Bovles Assistant Treasurer................................ Raloh Teschner SecretarY ....... ..................................... Kellv Mever EDA Attornev ......................................... Suesan Lea Pace {FILENAME ,. MERGEFORMAT 1 - f PAGE} - I if I r I