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Home My WebLink About11A Amend EDA Bylaws and Declare Vacancy O� p �� ti v � 4646 Dakota Street SE Prior Lake, MN 55372 �Irnv�so'� CITY COUNCIL AGENDA REPORT MEETING DATE: February 11, 2013 AGENDA #: 11A PREPARED BY: Casey McCabe, Community Development Specialist PRESENTED BY: Dan Rogness, Community & Economic Development Director AGENDA ITEM: CONSIDER APPROVAL OF A RESOLUTION AMENDING THE BYLAWS OF THE PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY AND DECLARING TWO VACANCIES TO EXIST ON THE BODY AND APPROVING A TIMELINE AND PROCESS TO FILL THE POSITIONS DISCUSSION: Introduction The purpose of this agenda item is to request City Council approval of a resolution amending the Economic Development Authority (EDA) Bylaws to expand the EDA from five to seven members as well as additional bylaw amendments for correction and clarification purposes and declare two vacancies to exist on the body and approve a process and timeline for filling the positions. Hi StOry During the January 22, 2013 meeting, EDA members reviewed and recommended the City Council approve the proposed amendments to the EDA Bylaws. Earlier this evening the city council conducted a hearing and determined it was appropriate to amend the enabling resolution to provide for a seven member EDA. It is therefore appropriate at this point to consider amendments to the bylaws to render them consistent with the enabling resolution. In addition to the amendments which increase the size of the EDA from five to seven members, the City Attorney recommended additional amendments for correction and clarification purposes, as well as amendments to create consistency between the bylaws of all City boards and commissions. Current Circumstances As presently constituted, the EDA is composed of five members; two members appointed from among the City Council and three members appointed from among individuals who either live in the City or who own a controlling interest in a business located within the City. The proposal is to revise the composition of the EDA to include seven persons, two of whom are City Council members and five of whom are residents or business persons in Prior Lake. Minnesota Statutes 469.095 Subdivision 2(c) states, "Seven-member authority: the commissioners constituting a seven member authority, two of whom must be members of the city council, shall be appointed by the mayor with the approval of the city council. Those initially appointed shall be appointed for terms of one, two, three, four and five years respectively and two members for six years. Thereafter all commissioners shall be appointed for six year terms." As stated above, the terms of all non-council EDA commissioners are six years, not four years as set forth in our present bylaws. The City Attorney's office recommends the existing non-council commissioners continue to serve their current four-year term and any future appointments will be filled as a six year term. The City Attorney's proposed language in Section 3.1 of the amended EDA Bylaws states, "...The commissioners appointed from the public shall be appointed for six (6) year terms beginning on January 1 and ending December 31. The terms of commissioners appointed from the public shall be staggered with no two terms expiring in the same year. If at any time the terms are no longer staggered, all current terms shall expire naturally, but upon the natural expiration, the newly appointed commissioners shall be appointed for terms that result in staggered terms as determined by the City Council. The City Council members appointed to the Authority shall serve terms that coincide with their term of office as a Council Member. City Council members appointed to the Authority are not required to serve staggered terms. Commissioners of the EDA are not term limited." Current EDA member terms are as follows: Member Date Appointed End of Term Ken Hedberg (City Council) 01/07/2013 12/31/2016 Vacant (City Council) Pending Pending Michelle Choudek 01/03/2011 12/31/2013 Bob Morris 01 /03/2011 12/31 /2014 David Chromy 12/10/2012 12/31/2016 Vacant (Non-Council) Pending 12/31/2017 Vacant (Non-Council) Pending 12/31/2018 Conclusion The City Council should determine if it concurs with the proposed EDA Bylaw amendments. ISSUES: Should the City Council approve the bylaw amendments expanding the EDA to seven members; staff anticipates the following timeline for filling the vacancies. 2l11/2013 Public Hearing - City Council review and approval of EDA Enabling Resolution (Agenda Item 9A)and EDA Bylaw amendments(Agenda Item 11A). 2/11/2013 Chair of the EDA declares EDA vacancies and advises the Mayor(Agenda Item 11A . 2/12/2013 City advertises the vacancy information concerning how interested individuals may obtain applications and the deadline for applications. 2/16/2013 Notice advertising vacancies appear in Prior Lake American. 3/11 /2013 Deadline for appl The City Manager, Mayor and one non-Council member of the EDA ("Screening Committee") review all applications and select candidates for interviews and 3/15/2013 further consideration. The Screening Committee narrows the non-Council candidates to three (3) or more finalists and City Council interviews are scheduled. The finalists are interviewed by the entire Council and allowed to make a five 3/25/2013 minute presentation regarding their qualifications and reasons for seeking the appointment. 4/8/2013 The Mayor appoints two finalists and the Council votes on approval. � 4/15/2013 First EDA meeting for new members FINANCIAL If the size of the EDA is expanded to seven members, the per diem cost will IMPACT: increase by a modest amount. ALTERNATIVES: 1. Motion and second to adopt Resolution 13-xxx amending the Economic Development Authority Bylaws as proposed or with further amendments. 2. The President of the EDA declares two vacancies on the EDA, and the Mayor and City Council approve by motion a process and timeline therefore. 3. Take no action and provide direction to staff. RECOMMENDED Alternatives 1 and 2. MOTION: ATTACHMENTS: 1. EDA Bylaws with Proposed Amendments 2. Resolution Amending the Bylaws of the Prior Lake EDA o � P�uo� ti � u �, 4646 Dakota Street SE �''IN�so`��' Prior Lake, MN 55372 RESOLUTION 13-uxx A RESOLUTION APPROVING AN AMENDMENT TO THE BYLAWS FOR THE PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY Motion By: Second By: WHEREAS, The Prior Lake Economic Development Authority (EDA) hasrecommended amendments to its Bylaws; and WHEREAS, The primary purpose of the Bylaw amendments relate to expanding the EDA from five (5) to seven (7) members; and WHEREAS, Additional amendments to the EDA Bylaws are recommended for correction and clarification purposes; and WHEREAS, Pursuant to Statute the Prior Lake City Council has conducted a public hearing to consider amendments in the enabling resolution authorizing expansion of the Prior Lake Economic Development Authority from five to seven members; and WHEREAS, According the Article 14 of the EDA Bylaws, the City Council must approve amendments to the EDA Bylaws; and WHEREAS, The EDA has met the necessary notification requirement prior to recommending Bylaw amendments to the City Council. NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA as follows: 1. The recitals set forth above are incorporated herein. 2. The Bylaws of the Prior Lake Economic Development Authority are hereby amended as shown and dated February 11, 2013. PASSED AND ADOPTED THIS 11th DAY OF FEBRUARY, 2013. YES NO Hedber Hedber Keene Keene McGuire McGuire Morton Morton Souku Souku Frank Boyles, City Manager BYLAWS � � I OF � PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY I 1 of 14 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 Amended March 19, 2007 Amended October 18, 2010 Amended September 24, 2012 � Amended Februarv 11, 2013 ARTICLE 1. NAME AND PURPOSE 1.1 The Prior Lake Economic Development Authority (EDA) is a public body politic and a political subdivision of the State of Minnesota. The EDA shall have all the powers, duties, responsibilities and lim- itations provided for in Minnesota Statutes Section 469.090 to 469.108 which statutes are incorporated � by reference as if fully set forth �°��herein and in the Enabling Resolution passed by the Prior Lake City Council creating the Economic Development Authority. The Enabling Resolution and these Bylaws may be amended by the City Council from time-to-time. 1.2 The business of the Economic Development Authority shall include but not be limited to: promot- ing growth, development and redevelopment of retail, commercial and industrial properties in Prior Lake; diversifying the City's tax base; providing tools and incentives to achieve the Economic Vision Element in the City's 2030 Vision and Strategic Plan; and providing an incubator to generate ideas and initiatives to support economic growth and vitality. 1.3 The affairs of the Economic Development Authority shall be conducted in accordance with these Bylaws. ARTICLE 2. OFFICES AND BOUNDARIES 2.1 The principal office of the EDA shall be in the City Hall of the City of Prior Lake, 4646 Dakota Street SE, County of Scott, and State of Minnesota. The EDA may also have offices at such other places as the commissioners of the EDA may from time to time designate or as the business of the EDA may require. 2.2 The territory in which operations of the EDA are principally to be conducted consists of the City of Prior Lake, Scott County, in the State of Minnesota. ARTICLE 3. BOARD OF COMMISSIONERS 3.1 APPOINTMENT AND TERMS. The Prior Lake Economic Development Authority shall consist of seven 7 F;. � ° � h°r commissioners. The seven 7 f�. � °mh°r commissioner Authority shall be comprised of two (2) �e�commissioners e#from the City Council and five 5+"�°° '�` " missioners appointed from the public. The appointments shall be made by the Mayor and approved by the City Council. The commissioners appointed from the public i .}.� nn �} c. �f r� e ��i� +hroe f�� ir �n�l fi�ic �nrl fn� �r �ie�r�• �r�r! 4hcrc�fFer shall be appointed for �auggE.'F�rc � �una � arrazrTCr�.�rcc� ,,.,,,,, e.,.,;,-.,+;,,., „f +�e ;.,;�;.,� +e�.,, �,.r six 6{^"�year terms beginninq on January 1 and endinq De- cember 31 The terms of commissioners appointed from the public shall be staqqered with no two terms 2of14 expirinq in the same year. If at anv time the terms are no longer stagqered, all current terms shall expire naturally, but upon the natural expiration, the newlv appointed commissioners shall be appointed for terms that result in staqqered terms as determined bv the City Council. The City Council members ap- pointed to the Authority shall serve f^� �� ^` �� terms that coincide with their term of office as a Council Member. City Council members appointed to the Authority are not required to serve staggered terms. A�4e�� Commissioner s of the EDA are not term limited. 3.2 CRITERIA FOR NON-COUNCIL APPOINTMENTS. Members of the public appointed to serve on the EDA must have relevant business experience in: the private sector, business development or rede- velopment, business retention, business management, real estate, project management, planning, fi- nancing and/or familiarity or experience working in the public sector. Preferred candidates should have a work history that includes serving in a management and decision-making position. The individual should have experience working in a team environment, have good communication and problem-solving skills and have the time and creativity to serve and actively contribute as a commissioner. 3.3 ELIGIBILITY FOR NON-COUNCIL APPOINTMENTS 3.3.1 To be eligible to serve on the EDA, an individual must either: 3.3.1.1 Be a resident of the City; or 3.3.1.2 Hold a controlling financial interest in a business located within Prior Lake. 3.4 VACANCY. All vacancies on the EDA shall be filled by the Mayor and approved by the City Council. A vacancy is created in the EDA for a commissioner appointed from the public °��„� when their EDA term expires, thev are-+s no longer eligible or able to serve or when they resign, whichever occurs sooner. A vacancv is created in the EDA for a council commissioner when their term on the Council e�-e#FSe-ends whether throuqh resiqnation, expiration or otherwise or they are no longer able to serve, whichever occurs sooner. Vacancies may also occur by �es+gaa#�e�removaf for cause . Removal for cause requires a majority vote of the entire EDA except for the commissioner subiect to the vote. . . All final determinations as to whether a vacancv exists shall be made bv the President of the EDA, unless the vacancv is the Presi- dent in which case the determination shall be made bv the Vice-President of the EDA. If a vacancv oc- curs due to natural expiration of the EDA term six (6) years for a commissioner appointed from the pub- lic and four (4) vears for council member commissioners. the appointee shall serve a full term. If a va- cancy occurs at anv other time, the appointee shall serve the remainder of the unexpired term and then be subject to reappointment. 3.4.1 Filling a Vacancy of a Commissioner Appointed from the Public. If the seat on the EDA is vacated by a commissioner who is appointed from the public, whether that seat is vacated at the natural end of a term or at any other time the following process should be used to fill the vacancy: I 3.4.1.1 The President of the EDA declares a vacancy a��—ad�isesto the Mayor and Council. 3.4.1.2 The City advertises the vacancy information concerning how interested individu- als may obtain applications and the deadline for applications. 3.4.1.3 The City may also invite individuals known to them to submit an application. I 3.4.1.4 The City Manager or his desiqnee, Mayor and one ' commis- sioner of the EDA selected bv majority vote of the EDA ("Screening Committee") shall review all applications and select candidates for interviews and further con- sideration. I 3.4.1.5 The Screening Committee shall narrow the non-Council candidates down to ua to three (3) finalists per vacancy. The names of aqplicants are private data. Once � 3of14 finalists have been selected, the names of the finalists become public data. �e « „ �e�b�abais— ;�° „nmcc� .+f +he finnli�+�n nre «.,, ,hr,,. ,��+., �� The finalists shall be interviewed by the e��Council and allowed to make a five minute presentation regarding their qualifications and reasons for seeking the appointment. Members of the Council may ask questions of the candidate, but the time used for ques- tions will not be counted against the candidates five (5) minute presentation. 3.4.1.6 The Mavor shall then appoint one of the finalists and the Council shall vote on approval. If the Council does not approve the finalist appointed by the Mayor, the Mavor mav appoint one of the other finalists for Council approval or mav reopen the vacancy to the public for new candidates. 3.4.2 If a seat on the authority is vacated by a member of the City Council at any time other than the natural expiration of a term, the appointee shall serve for the balance of the un- expired term. All members of the Council includinq the Mavor are eligible for appoint- ment. , , I e�ihlo I� �Ic�� e�er�ic 4he hnl.�r�i.e �F �he � �ncvr�irc�-I 4erm �n 4he CI'l� 3.5 REMUNERATION AND REIMBURSEMENT. A commissioner, including the President, shall be paid a per diem for attending each regular or special meeting of the EDA in an amount to be determined annually by the City Council. The per diem may not exceed the per diem paid to the City Council. In ad- dition to receiving a per diem for attending meetings, the commissioners may be reimbursed for actual expenses incurred in doing official business of the EDA. Expense reimbursements must be reviewed and approved by the President and Executive Director of the EDA before they are submitted for payment. All money paid for compensation or reimbursement must be paid out of the EDA's budget. (Minn. Stat. 469.095, subd. 4). ARTICLE 4. MEETINGS AND NOTICE 4.1 REGULAR MEETINGS. The EDA shall establish a regular meeting schedule. There shall be not � less than four �nor more than twelve 12Z regular meetings per year. The EDA will conduct its meet- ings in the Prior Lake City Hall at 4646 Dakota Street SE. Prior Lake, Minnesota. Notice of all meetings, both regular and special, shall follow the requirements of the Minnesota Open Meeting Law. � 4.2 QUORUM. Four 4�e�commissioners shall constitute a quorum for the purpose of conducting business. Commissioners are to notify the staff prior to the meeting if they are unable to attend. 4.3 NOTICE. Whenever the provisions of an applicable statute or these Bylaws require "notice" to be 9 iven to an commissioner or officer, �h r�r��iic�i�nc� nhnll .,,,+ �e ,.,..,�+r„e,� +„ .,,e.,., r�crn�n.+l .,,,+,,.e ,,., Y r ,.,.,�._.._ _.._.. ..-- -- --..__.___ ._ ...__.. r �.:..,.._. .......,� .... �o�� o.,.,r,.,+�., �+.,+e,�, notice may be given ��by U.S. Mail, telephone, electronic communication, or in person.' � , , , he �hc 4imo �,f +he AI\/IYl/Y �f c�� nh r��4ine 4.4 SPECIAL MEETINGS. Special meetings of the Board of Commissioners may be called at any time by any two (2) commissioners or the President or, in the President's #i�#e�absence, by the Vice- President . Notice of special meetings of the Board of Commissioners shall be given to each commissioner at least two (2) davs prior to the meetinq if possible, provided, how- ever, that if qivinq two (2) days notice is not possible notice shall be given as soon as possible prior to the meeting. , , � 4of14 ��as�-a�►� The notice -shall state the time, place and business scheduled to come before the EDA. Public notice of a special meeting shall comply with the requirements of the Minnesota Open Meeting Law. I 4.4.1 In the case of special meetings, the presence of any ��commissioner of the Authori- ty 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. 4.5 CONDUCT OF BUSINESS AT MEETINGS. The agenda for a regularly scheduled meeting shall include the following in order of business: 4.5.1 Call to Order 4.5.2 Approval of Agenda 4.5.3 Approval of Meeting Minutes 4.5.4 Consent Agenda 4.5.5 Removed Consent Agenda Items 4.5.6 Public Hearing 4.5.7 Old Business 4.5.8 New Business 4.5.9 Other Business 4.5.10 Adjournment 4.6 PUBLIC HEARINGS. Public Hearings shall be conducted in the followinq manner:T"° �ne .,,,,,, I � ' «• „ 4.6.1 The President or presiding officer of the EDA announces the agenda item that is the sub- ject of the public hearing. 4.6.2 The EDA shall open all public hearings at the time indicated in the public hearing notice, or as soon as possible thereafter. From a practical standpoint, not all hearings can be � opened at their designated time_ The EDA may delay the start of a hearing until the pend- ing business is acted upon. However under no circumstances may a public hearing be opened prior to the time specified in the notice and published in the official newspaper. 4.6.3 The public hearing shall proceed as follows: � 4.6.3.1 Staff and/or a consultant ' make a presentation or report on the subject matter of the pubfic hearing. 4.6.3.2 At the conclusion of any presentation or remarks by staff and/or a consultant, the � presiding officer asks the EDA m°,��commissioners if they have questions of the staff or consultant. I 4.6.3.3 The presiding officer requests a motion and second from an EDA �e�com- missioner to open the public hearing and ^^^° �here ,� ., .�...+;,,.,, calls for a vote. 4.6.3.4_The presiding officer declares the public hearing opened, announces the time #�e ho�+rinn ;� ��one,� and then proceeds to ask for citizen input�-a+� comments and guestions. I 5 of 14 4.6.3.5 Members of the public, interested parties or their authorized representatives may address the EDA orally. If the speaker intends to present written or hard copy ma- terials to support their presentation to the EDA, they must provide the staff, at the I time of their presentation or before, eleven (11) copies of the original for distribu- tion to commissioners and City staff, The materials will be included in the public record. If the speaker intends to pre- sent audio or video materials to support their presentation, such materials must be in an electronic format that is compatible with the City's existing equipment. An audio or video presentation may not introduce testimony from any person other than the author. The electronic materials must be submitted to the staff by 12:00 � �ee►}- p.m. of the day of the meeting. � 4.6.3.6 �e�-Nla�e�ials. If unable to attend the meeting, members of the public, inter- ested parties or their authorized representatives may submit written comments and � supporting materials. Eleven (11) �J+R2-(�}-copies of the comments and materials must be submitted to the City staff prior to the EDA meeting. The comments and I an�4�y Qcn�rrlinn materials will be distributed to commissioners, and City staff, �� ,es�e#,ar�. The written comments and materials will become part of the record, but will not be read aloud at the meeting. - � 4.6.3.7 �If unable to attend a meeting��members of the public, interested parties or their authorized representatives may submit testi- mony to the EDA using a prerecorded audio or video communication. An audio or video communication must be in an electronic format that is compatible with the City's existing equipment. An audio or video presentation may not introduce testi- mony from any person other than the author. The author of the recorded testimony � must provide eleven (11) �ir�e-{a}-copies to the City staff at least seven (7) calen- dar days prior to the meeting in order to allow staff an opportunity to view the p resentation �� he I�i��i�c� en� �inmer�� I� m.eLc ner4�in �hcrc �rc n� 4enhnin�l i-liffi_ � ree�r��ne�ihle f,,. +ho ".o.,,�� ;+e�., ...;�� ,��.. and prepare a �ie€written summary . The recorded testimony and �sum- mary prepared bv staff will be provided to the EDA as part of its r°n,�agenda package. The audio or visual communicaition mav be used bv individual commis- sioners in preparation for the meeting, but will not be plaved durinq the meeting. The presentation and the summary will become a part of the public record. '+ �� }h� e.�le rlic.nre#i�n �f #he r�rec�irlinn �ffincr 4� r�lcni�7e ��ihe�hor 4he rennrrle�7 Icc��im�_ a'n.. her �f ro�+c�r�ne ♦he r+ret.irlinn i+ffiner mnv i-lenirle n�� 4� hr��rin�c�4 ren�rrlo�J 4oc��im� • innh �rlinn h� �4 n�� limi4� 4�• 4hc Icnn4h �f �hc 4c��imnnv 4he 4cnhnin�l n� ��li4v �f i . i e nrp �i'vviQCd h �� ;��ea'-,� Generally, agenda packages are distributed to m°,� ��T commissioners of the EDA three� to five� calendar days preceding the meeting. � 4.6.3.8 After all persons have been heard, the presiding officer will ask #�ise-whether there are any other persons in attendance who want to be heard on the matter I pending. If there is no other testimony, the presiding officer �•��" �,��requests a motion. There are two (2) possible motions, seconds, and votes: I 6of14 4.6.3.8.1 A motion and second to close the public hearing. Once the vote is tak- en, the public hearing is closed. The presiding officer announces for the record the time the public hearing is closed: or 4.6.3.8.2 A motion and second to continue the public hearing to a date certain. The presiding officer, in consultation with the City staff and EDA �- �commissioners, shall select and announce a time and date certain for the continued public hearing. No additional publication or notice �e- �s-are needed if a hearing is continued to a later specified date. No public hearing may be continued more than once without re- � notice publishina the time, date, location and subject of the public hearing. 4.6.3.9 Discussion of the subiect matter of the public hearinq by the commissioners re- guires a motion and a second to formallv put the matter before the EDA. The EDA addresses the subject matter through deliberation. The EDA may ask questions of the staff. If the public hearing has been closed commission- ers should refrain from calling upon a member of the public except for the sole purpose of asking a question that can be answered by a"yes" or "no" response. 4 �'1 The r�ree�ii-lir�� ffincr ��iill n�ll ��nnn e�nh mcmhor �f �h��l'14 f�r 4khcir 4.6.3.10 If the public hearing has been closed, rather than continued until a date certain, the EDA may take action on the subject matter. � 4.7 VOTING. All ry� �nlifie�l memhor commissioners of the EDA shall have equal voting authority. 4.8 CONSENT AGENDA. 4.8.1 With the adoption of these Bylaws, a Consent Agenda is created. The purpose of the "Consent Agenda" is to group items of a routine and non-controversial nature for consid- eration under one motion. There will be no separate discussion of items placed on the I Consent Agenda. If discussion of an item on the Consent Agenda is desired, any �- �commissioner of the EDA may request the item be removed from the Consent Agenda and considered separately. 4.8.2 The Executive Director shall determine what items may be considered routine and non- controversial; and therefore appropriate for inclusion as a Consent Agenda item. To pro- vide the Executive Director with guidance, the following types of items tend to be routine and non-controversial: grant deeds, grants of easements, quarterly budget report, treas- urer's report, calls for bid, reports of administrative actions and proposals, leases and agreements previously approved in principle, setting dates for public hearings, approval of payment of contracts, approval of denial of claims, award of bids, and other items of a like nature that the Executive Director considers routine and non-controversial. 4.8.3 The EDA Agenda sheet shall include the following statement: "Those items on the EDA Agenda which are considered routine and non-controversial are included as part of the � Consent Agenda. Unless the President or an EDA �e�commissioner specifically re- quests that an item be on the Consent Agenda be removed and considered separately, Items on the Consent Agenda are considered under one motion, second and a roll call vote. Any item removed from the Consent Agenda shall be placed on the EDA agenda under `Removed Consent Agenda Items"'. � 7of14 ARTICLE 5. OFFICERS. DUTIES AND RULES 5.1 OFFICERS. The EDA shall elect a president, a vice-president. a treasurer, a secretary and an assistant treasurer annually at the first meetinq of the year. A commissioner must not serve as president and vice-president at the same time. The other offices mav be held bv the same commissioner. The of- fices of secretarv, treasurer and assistant treasurer need not be held bv a commissioner. The EDA shall elect the Financial Director of the City of Prior Lake as the treasurer. T"° ^��^°�c ^f +he �r,e �h.,�� .,.,e +{'�.+ - -- - -'�I r1� �4ice� rec.r��nc�ihili4ive� nr�rl r�r��icre� ..c�c��ni.++erl � '4h �{�e' ffino _..� ...�_�. __-•--, -- .,... r .,.......... .,....,......,,...,... ...... ..�..�� ..��.,.,. 5.2 DUTIES. The officers of the EDA shall have the usual duties, responsibilities and powers associ- ated with their office.?!�€B,A-s#�el�eE�-a-��es+�er��° ��^°-^�°°�^'eF►� a--sesT°}^r. �^^' ^ � . 5.3 The treasurer shall receive and is responsible for all EDA money; 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 shall have the powers and duties of the treasurer if the treasurer is absent or disabled. 5.4 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 any one time, as determined at least an- nually by the EDA, provided that the bond must not exceed $300,000. (Minn. Stat. 469.096) 5.5 EDAC LIAISON. The EDA shall elect an Economic Development Advisorv Committee ("EDAC") liaison at the first meetinq of the vear. Any of the seven (7) commissioners mav serve as the EDAC liai- son. ARTICLE 6. FINANCE AND ADMINISTRATION 6.1 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. 6.1.1 The EDA is a political subdivision separate and distinct from the City. 6.1.2 The City has established separate funds for EDA money and the EDA will have access only to current EDA-related accounts. 6.1.3 The EDA has its own budget and the EDA will be responsible for developing its budget. 6.1.4 Although the EDA has the power to issue debt instruments, it may not do so without ap- proval from the City Council. 6.2 An EDA check must be signed by the treasurer and one other officer named by the EDA in a res- olution. 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) 6.3 The nature, number and qualification of the staff required by the EDA to conduct its business ac- cording to these Bylaws shall be annually determined by the EDA. Any contract shall set forth in reason- able detail the nature of the services to be provided to the EDA, and the cost basis for such services and � the payment to be made by the EDA. The EDA shall use the City's standardized contracts. 6.4 The books and records of the EDA shafl be kept at the EDA office in the treasurer's office in City Hall at the City of Prior Lake, Minnesota. � 8of14 6.5 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 7. DEPOSITS. DEFAULT, COLLATERAL 7.1 Every four (4) years the EDA shall name a national bank with offices in the seven-county metro- politan area or a state bank to act as the official depository of the EDA. 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 any one time. 7.2 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 8. ANNUAL REPORT AND BUDGET 8.1 Notwithstandinq anvthinq herein, and subiect to the EDA's enablinq resolution the EDA shall not without prior approval from the City Council,°^ �^° °"^�� ^^+ levy a tax or special assessment�, e�se� . . . . , pledge the credit of the City incur an obliga- tion enforceable on property not owned by the EDA, issue anv debt obliqation, or incur anv debt bevond the amount budqeted in the current vear. ' ' ' ' I . � 8.2 Annually, at a time fixed by 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 EDA budget shall be de- veloped and prepared using the format and procedure used by all City departments. 8.3 The fiscal year of the EDA shall be the same as the fiscal year of the City. 8.4 Annually, or as may be required by City Council, at a time and in a form fixed by the City Council, � the EDA shall submit a m^L° �' `��ri4lcn 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 f^� +ho �ne +„ .,.,.,,-;�e �he �;+„ „f 8.5 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 com- parison 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. 8.6 At the request of the City or upon the auditor's initiative, the state auditor may make a legal com- pliance 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 collec- tions received must be deposited in the general fund. (Minn.Stat. 469.100) � 9of14 ARTICLE 9. POWERS 9.1 The Board of Commissioners may exercise all powers of an EDA and do all such lawful acts and � things as are authorized pursuant to Minn � Stat_ , 469.090 to 469.108, the Ena- bling Resolution and these Bylaws. I 9.2 The EDA may exercise all of the powers contained in the Housing Act, ": ;^^°°^+� c+.,+„+o��_ #+s�rsMinn. Stat. 469.001 to 469.047. I 9.3 The EDA may exercise all of the powers of an Agency contained in the Development Act, �e- , Minn. Stat. 469.124 to 469.134. 9.4 The EDA may exercise all of the powers of a redevelopment agency contained in the Industrial � Bond Act, ' , Minn. Stat. 469.152 to 469.165. 9.5 The EDA may exercise all of the powers of a city contained in the Housing Finance Act, provided authorized to do so by ordinance of the City Council pursuant to Section 462C.02, Subdivision 6 of the Housing Financing Act. I 9.6 The EDA may exercise all of the powers of an authority contained in the Tax Increment Act, pA� , ' Minn. Stat. 469.174 to 469.179. 9.7 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. The officers have the usual duties and powers of their offices. They may be given other duties and pow- ers by the EDA. 9.8 The EDA mav appoint subcommittees as it deems necessarv to carrv out its other powers and duties. All subcommittees shall complv with the Minnesota Open Meetinq Law. ARTICLE 10. LIMITATION OF POWERS 10.1 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 to the extent available. 10.2 Budget. The EDA annual budget shall be approved by the City Council. 10.3 All powers of the EDA shall be consistent with the Enabling Resolution. 10.4 If there is a question with respect to EDA final authority, the City Council shall be deemed to be the final authority. ARTICLE 11. STAFF 11.1 The City Manager shall serve as the Executive Director to the EDA. The Executive Director and other staff are not considered members of the EDA. The Executive Director and other staff mav partici- pate in discussion, at the discretion of the EDA commissioners, but mav not vote on matters before the EDA. 11.2 The EDA may employ a chief engineer, other technical experts and agents, and other employees � as it may require and mav determine their duties, qualifications and compensation. (Minn. Stat. 469.097, subd. 1). I 10 of 14 11.3 The EDA may contract for the services of consultants, agents, public accountants, and other per- sons needed to perform its duties and exercise its powers. (Minn. Stat. 469.097, subd. 2) 11.4 The City Attorney is the chief legal advisor to the EDA. (Minn.Stat. 469.097, subd. 3) I 11.5 The EDA may purchase the supplies and materials it needs to carry out Minn. Stat. �es�ier�s 469.090 to 469.108.- -(Minn. Stat. 469.097, subd. 4)and its other powers and duties. 11.6 The EDA shall use the facilities of its City's purchasing department in connection with construc- tion work and to purchase equipment, supplies, or materials. (Minn. Stat. 469.097, subd. 5) 11.7 The City may, to the extent available, furnish offices, structures, space, clerical, engineering or other assistance to the EDA. The City may charge the EDA for such services. (Minn. Stat. 469.097, subd. 6) 11.8 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. � ARTICLE 12. SEAL 12.1 The official seal of the EDA shall be the same as the official seal of the City of Prior Lake. ARTICLE 13. INSURANCE 13.1 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 14. AMENDMENT OF BYLAWS 14.1 Recommendations from the EDA to alter, amend, add or repeal any portion of these Bylaws may � be accomplished by a majority vote of the commissioners rp esent°^*"'°�' �^ ��^*° at any meeting, as long as the notice of the meeting or agenda for the meeting contains notice and 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 threee� (3a-9) days prior to the meeting at which said pro- posed alteration, amendment or repeal will be considered. 14.2 Once the EDA passes a recommendation to alter, amend, add or repeal any portion of these By- laws, the EDA shall forward the recommendations to the City Council for its approval. ARTICLE 15. MISCELLANEOUS 15.1 EDA meetings shall be governed by these Bylaws and Roberts Rules of Order._ � �w��a--�e�jF-s�s#�as�k�� °�Roberts Rules are adopted here as a framework to °°��ensure that meetings are conducted with order and a general respect for the views expressed by all the EDA �e�commissioners, but Roberts Rules are not alwavs easilv implemented bv a body such as the EDA. When a question of parliamentary procedure presents itself, the President�a+f, in consultation with the City Attorney, will rule on the question. If Roberts Rules are improperly�ass�a#�� applied, the decision of the EDA shall not be invalidated or otherwise set aside. � 11 of 14 i � ARTICLE 16. STATEMENT OF EITHICS . . , , , , ; sk�a��d � GC A �� ihlin �ffinc c�h�+ll never he ��c�crl f�r r+erc�nnnl n.eir�• �n� . � . . � . . � cr�r � . , . , . . , . . , r �� e • � bb1Y��GY nori�� n �wvnoc �,z,-.�� . , , , , , , , � � �uh.+4e��ever in h� ic�ir�oc�c� rle�+linn�+ ...i4h +he !'`i+.. 47 7 1 ICC !lC C�ll IIDIIACAIT e�m �er�iN '17 '1 AI� r�� hlin �ffininl e�hnl��pa� �ec�� h,��,g��+e i+f /'`i4�i ��w�nerl vehinlee� "`1 � i � • � i rT n� i niT=°� . . . . . , , , � � n�nni�ll�i 4h rc /AAinn c c f' rrrn-rvrurry�rr2F . n-nr. v �26if91�- . y . � I 12 of 14 � , , � • T7 _Ai-lvi�e �he r`iF�i At#�rne�i i+f #hc r�n�en4inl nr�nflin� �� in4crc�4 nc�_ronn nn _�e�e�ihlc "� - - i - " �='"-------- - ......._ .... ..._.�..��' __ ___ nrcfernhlv hcf�ro 4hc mcc4inn• �nd � � '1 Q'� '� The r`ifi. A��i+rr�e e�h�+II rle�ermine uiL+e4her .e rlic�r�� lif�iinn nnnf�inf �f ir�teree�4 ev T. . .� ' "� _" " "'_""' :"'�" �_e=.......�. ��...��..._.. .� �.� ��._�...�....� ��......�� . ...��'�� '� � v . � f ' I I . 1 f I 1 1 ) I I � 1 1 I f 1 ' ' f � 16 1 POLICY STATEMENT: The EDA recognizes our svstem of democratic representative qovern- ment is dependent in larqe measure upon people having trust and confidence in their public officials. The public riqhtfullv expects governmental officials will conduct Citv of Prior Lake business in wavs which benefit the public qood generally and that public office will not be used chiefly or improperly to advance �ersonal interests. The EDA of Prior Lake has pledged the qoals of fair, efficient and honest qovernment will be fostered and that it will strive for inteqrity and objectivity from all of its officials. 16.1.1 The Citv of Prior Lake finds that the proper operation of democratic representative qov- ernment requires that: 16.1.1.1 Elected and appointed officials be independent, impartial and responsible to the e� ople; 16.1.1.2 Governmental decisions and policy are made in the proper channels of the qov- ernmental structure; 16.1.1.3 Public office and position not be used for personal qain; and 16.1.1.4 The public have confidence in the inteqrity of its qovernment. 16.1.2 The City of Prior Lake shall adhere to the hiqhest ethical standards that enhance the public trust in local qovernment bv: 16.1.2.1 Creatinq transparency in its actions through honest and open communication; 16.1.2.2. Basina decisions and adoptinq public policies based on what is in the best inter- est of the public and the overall communitv: 16.1.2.3 Supportinq the public's riqht to know the public's business; and 16.1.2.4 Exercisinq fairness, optimism, responsiveness and respect in communicatinq with the public. 16.1.2.5 Providina a forum and periodic training for public officials and emplovees to dis- cuss orqanizational values that reflect hiqh standards and current conditions and concerns. I 13 of 14 16.1.3 This Statement of Ethics shall be liberally construed in favor of protectinq the public's in- terest in full disclosure of conflicts of interest and promotinq ethical standards of conduct. 16.2 ETHICS IN GOVERNMENT: Minn. Stat. Chapter 10A, Ethics in Government, is incorporated herein bv reference. This policv shall be construed and interpreted in consultation with the Citv Attornev accordinq to Minnesota Statutes and case law. 16.3 GIFTS AND FAVORS: No public official shall accept any valuable aift, favor or thinq of value, re- aardless of amount whether in the form of money, service, loan, thinq or promise from anv person which to the official's knowledqe is concerned, directiv or indirectly in any manner whatsoever in business deal- inqs with the Citv. 16.4 USE OF EQUIPMENT AND FACILITIES: No public official shall request or permit the unauthor- ized use of Citv-owned vehicles, equipment, materials, property, labor or services for personal conven- ience or profit. 16.5 CONFLICT OF INTEREST: Except as authorized in Minn. Stat. 471.88, a public officer who is authorized to take part in any manner in making anv sale, lease, or contract in official capacity shall not voluntarilv have a personal financial interest in that sale, lease, or contract or personallv benefit financial- ly therefrom. (Minn. Stat. 471.87) 16.6 A public official or local official elected to or appointed bv a metropolitan qovernmental unit who in the discharqe of official duties would be required to take an action or make a decision that would sub- stantially affect the official's financial interests or those of an associated business, unless the effect on the official is no greater than on other members of the official's business classification, profession or oc- cupation, must take the following actions: 16.6.1 Advise the Citv Attornev of the potential conflict of interest as soon as possible, preferablv before the meeting; and 16.6.2 The City Attornev shall determine whether a disqualifvinq conflict of interest exists. 16.6.3 Any commissioner shall orally inform the EDA of the potential conflict and abstain from anv �articipation in that aqenda item if a conflict is determined to exist. 16.7 The purpose behind the creation of a rule, which would disaualifv public officials from participatina in proceedinas in a decision-making capacity when they have a direct conflict of interest in its outcome, is to ensure that their decision will not be an arbitrary reflection of their own selfish interests. There is no settled aeneral rule as to whether such an interest will disqualify an official. Each case must be decided on the basis of the particular facts present. Amonq the relevant factors that should be considered in mak- ina this determination are: (1) nature of the decision being made; (2) the nature of the pecuniary interest; �3) the number of officials makinq the decision who are interested; (4) the need, if anv, to have interested persons make the decision; and (5) the other means available, if anv, such as the opportunity for review, that serve to ensure that the officials will not act arbitrarily to further their selfish interests. I I 14 of 14 �, �2cc� � f�u � s�� on. S • � � u � �— ` � 0 S h�►ew�.6erS BYLAWS -- ---- ---- OF PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY � i of 1 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 Amended March 19, 2007 Amended October 18, 2010 Amended September 24, 2012 � Amended Februarv 11, 2013 ARTICLE 1. NAME AND PURPOSE 1.1 The Prior Lake Economic Development Authority (EDA) is a public body politic and a political subdivision of the State of Minnesota. The EDA shall have all the powers, duties, responsibilities and lim- itations provided for in Minnesota Statutes Section 469.090 to 469.108 which statutes are incorporated � by reference as if fully set forth �°*��herein and in the Enabling Resolution passed by the Prior Lake City Council creating the Economic Development Authority. The Enabling Resolution and these Bylaws may be amended by the City Council from time-to-time. 1.2 The business of the Economic Development Authority shall include but not be limited to: promot- ing growth, development and redevelopment of retail, commercial and industrial properties in Prior Lake; diversifying the City's tax base; providing tools and incentives to achieve the Economic Vision Element in the City's 2030 Vision and Strategic Plan; and providing an incubator to generate ideas and initiatives to support economic growth and vitality. 1.3 The affairs of the Economic Development Authority shall be conducted in accordance with these Bylaws. ARTICLE 2. OFFICES AND BOUNDARIES 2.1 The principal office of the EDA shall be in the City Hall of the City of Prior Lake, 4646 Dakota Street SE, County of Scott, and State of Minnesota. The EDA may also have offices at such other places as the commissioners of the EDA may from time to time designate or as the business of the EDA may require. 2.2 The territory in which operations of the EDA are principally to be conducted consists of the City of Prior Lake, Scott County, in the State of Minnesota. ARTICLE 3. BOARD OF COMMISSIONERS 3.1 APPOINTMENT AND TERMS. The Prior Lake Economic Development Authority shall consist of five (5) �be�commissioners. The five (5) �e�commissioner Authority shall be comprised of two (2) �e�commissioners e#from the City Council and three (3) �eFCOmmissioners appointed from the public. The appointments shall be made by the Mayor and approved by the City Council. The com- missioners appointed from the public #�-t#�ee��'^��^^^'�-Tea��z"e�c=an*�-shall be appointed for � 2 of 2 ��' •°�rsix 6#e�4�year terms beginninq on Januarv 1 and ending December 31. The terms of commissioners appointed from the public shall be staaaered with no two terms expirinq in the same year. If at anY time the terms are no lonqer staggered, all current terms shall expire naturallv, but upon the natural expiration, the newlv appointed commissioners shall be appointed for terms that result in stag qered terms as determined by the City Council. The City Council members appointed to the Authority shall serve f^�� ^`_.,°�� terms that coincide with their term of office as a Council Member. Citv Council members appointed to the Authoritv are not required to serve staqqered terms. �eF Commissioner s of the EDA are not term limited. 3.2 CRITERIA FOR NON-COUNCIL APPOINTMENTS. Members of the public appointed to serve on the EDA must have relevant business experience in: the private sector, business development or rede- velopment, business retention, business management, real estate, project management, planning, fi- nancing and/or familiarity or experience working in the public sector. Preferred candidates should have a work history that includes serving in a management and decision-making position. The individual should have experience working in a team environment, have good communication and problem-solving skills and have the time and creativity to serve and actively contribute as a commissioner. 3.3 ELIGIBILITY FOR NON-COUNCIL APPOINTMENTS 3.3.1 To be eligible to serve on the EDA, an individual must either: 3.3.1.1 Be a resident of the City; or 3.3.1.2 Hold a controlling financial interest in a business located within Prior Lake. 3.4 VACANCY. All vacancies on the EDA shall be filled by the Mayor and approved by the City Council. A vacancy is created in the EDA for a commissioner appointed from the public °;� when their EDA term expires, thev are-�s no longer eligible or able to serve or when they resiqn. whichever occurs sooner. A vacancv is created in the EDA for a council commissioner when their term on the Council e�-e#is�ends whether throuqh resiqnation, expiration or otherwise or they are no longer able to serve, whichever occurs sooner. Vacancies may also occur by ��; removal for cause . Removal for cause requires a majority vote of the entire EDA except for the commissioner subject to the V�te . n�+w+rv+ie�e�i�r�orc� olinihle 4� •i��e �r� 4hc m.+�4er . All final determinations as to whether a vacancv exists shall be made bv the President of the EDA. unless the vacancv is the Presi- dent in which case the determination shall be made bv the Vice-President of the EDA. If a vacancy oc- curs due to natural expiration of the EDA term, six (6) vears for a commissioner appointed from the pub- lic and four (4) vears for council member commissioners, the appointee shall serve a full term. If a va- cancv occurs at anv other time, the appointee shall serve the remainder of the unexpired term and then be subiect to reappointment. 3.4.1 Filling a Vacancy of a Commissioner Appointed from the Public. If the seat on the EDA is vacated by a commissioner who is apqointed from the public, whether that seat is vacated at the natural end of a term or at anv other time, the following process should be used to fill the vacancy: I 3.4.1.1 The President of the EDA declares a vacancy �^�., �a—Q^�•a��to the Mayor and Council. 3.4.1.2 The City advertises the vacancy information concerning how interested individu- als may obtain applications and the deadline for applications. 3.4.1.3 The City may also invite individuals known to them to submit an application. I 3.4.1.4 The City Manager or his designee, Mayor and one ' commis- sioner of the EDA selected by maioritv vote of the EDA ("Screening Committee") shall review all applications and select candidates for interviews and further con- sideration. � 3 of 3 3.4.1.5 The Screening Committee shall narrow the non-Council candidates down to up to three (3) finalists per vacancy. The names of applicants are private data. Once finalists have been selected, the names of the finalists become public data. �e 4hie� r��in# �hc n�mcc� .,f +ho .er�r�lin�n4c� hnve heen � �-7�+4'+ .+nrl n�} .+v.+il�+hlc �e�k►e-p�blis: �° ^�m°° ^f +ho fin.+lic�4n .,.e «.,,,h�;,. ,�.,�., �� The finalists shall be interviewed by the e��Council and allowed to make a five minute presentation regarding their qualifications and reasons for seeking the appointment. Members of the Council may ask questions of the candidate, but the time used for ques- tions will not be counted against the candidates five (5) minute presentation. 3.4.1.6 The Mayor shall then appoint one of the finalists and the Council shall vote on approval. If the Council does not approve the finalist appointed bv the Mavor, the Mayor may appoint one of the other finalists for Council approval or mav reopen the vacancy to the public for new candidates. 3.4.2 If a seat on the authority is vacated by a member of the City Council at any time other than the natural expiration of a term, the appointee shall serve for the balance of the un- expired term. All members of the Council including the Mavor are eliqible for appoint- ment. -�#er�e�rg�rat�-s�a--4es�r��eas�,o,,-�"��:n�l �� {��^' �„ ,,.,� "f +h I nihlc �n nle.� ncnic 4he hnl.�nno �f }hc � mevnirerl }orm �r� �he CI'lA 3.5 REMUNERATION AND REIMBURSEMENT. A commissioner, including the President, shall be paid a per diem for attending each regular or special meeting of the EDA in an amount to be determined annually by the City Council. The per diem may not exceed the per diem paid to the City Council. In ad- dition to receiving a per diem for attending meetings, the commissioners may be reimbursed for actual expenses incurred in doing official business of the EDA. Expense reimbursements must be reviewed and approved by the President and Executive Director of the EDA before they are submitted for payment. All money paid for compensation or reimbursement must be paid out of the EDA's budget. (Minn. Stat. 469.095, subd. 4). ARTICLE 4. MEETINGS AND NOTICE 4.1 REGULAR MEETINGS. The EDA shall establish a regular meeting schedule. There shall be not � less than four �nor more than twelve 12Z regular meetings per year. The EDA will conduct its meet- ings in the Prior Lake City Hall at 4646 Dakota Street SE. Prior Lake, Minnesota. Notice of all meetings, both regular and special, shall follow the requirements of the Minnesota Open Meeting Law. � 4.2 QUORUM. Three� commissioners shall constitute a quorum for the purpose of conducting business. Commissioners are to notify the staff prior to the meeting if they are unable to attend. 4.3 NOTICE. Whenever the provisions of an applicable statute or these Bylaws require "notice" to be given to any commissioner or officer, �o�� o,,.,�;,,;+�„ �+.,�e,�; _notice may be given �g-by U.S. Mail, telephone, electronic communication, or in person.� � , , , he Fhe �imo nf �he AI\/IMfY �f e .� �nh nr��ine 4.4 SPECIAL MEETINGS. Special meetings of the Board of Commissioners may be called at any time by any two (2) commissioners or the President or, in the President's #FS�e�absence, by the Vice- President . Notice of special meetings of the Board of Commissioners shall be given to each commissioner at least two (2) days prior to the meeting if possible, provided. how- � 4 of 4 ever, that if qivinq two (2) days notice is not possible notice shall be aiven as soon as possible prior to the meetinq. , , �d The notice -shall state the time, place and business scheduled to come before the EDA. Public notice of a special meeting shall comply with the requirements of the Minnesota Open Meeting Law. I 4.4.1 In the case of special meetings, the presence of any �e�commissioner of the Authori- ty 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. 4.5 CONDUCT OF BUSINESS AT MEETINGS. The agenda for a regularly scheduled meeting shall include the following in order of business: 4.5.1 Call to Order 4.5.2 Approval of Agenda 4.5.3 Approval of Meeting Minutes 4.5.4 Consent Agenda 4.5.5 Removed Consent Agenda Items 4.5.6 Public Hearing 4.5.7 Old Business 4.5.8 New Business 4.5.9 Other Business 4.5.10 Adjournment 4.6 PUBLIC HEARINGS. Public Hearinqs shall be conducted in the followinq manner:T"° �ne .,,.,., ,�• . „ � 4.6.1 The President or presiding officer of the EDA announces the agenda item that is the sub- ject of the public hearing. 4.6.2 The EDA shall open all public hearings at the time indicated in the public hearing notice, or as soon as possible thereafter. From a practical standpoint, not all hearings can be � opened at their designated time_ The EDA may delay the start of a hearing until the pend- ing business is acted upon. However under no circumstances may a public hearing be opened prior to the time specified in the notice and published in the official newspaper. 4.6.3 The public hearing shall proceed as follows: � 4.6.3.1 Staff and/or a consultant ' make a presentation or report on the subject matter of the public hearing. 4.6.3.2 At the conclusion of any presentation or remarks by staff and/or a consultant, the � presiding officer asks the EDA �e�commissioners if they have questions of the staff or consultant. I 4.6.3.3_The presiding officer requests a motion and second from an EDA �e�e�com- missioner to open the public hearing and ^^^° +hcrc ;�. ., .,,,,+;,,,, �alls for a vote. 4.6.3.4_The presiding officer declares the public hearing opened, announces the time #�e hc�rin� ;� ,,..o.,e,� and then proceeds to ask for citizen input comments and auestions. � 5 of 5 4.6.3.5 Members of the public, interested parties or their authorized representatives may address the EDA orally. If the speaker intends to present written or hard copy ma- terials to support their presentation to the EDA, they must provide the staff, at the I time of their presentation or before, nine 9 copies of the original for distribution to commissioners and City staff �ne e++,., .,.,,� +►,e oe,.,,.,��.,,, ce,.�e+.,.,, The materials will be included in the public record. If the speaker intends to present audio or video materials to support their presentation, such materials must be in an electronic format that is compatible with the City's existing equipment. An audio or video presentation may not introduce testimony from any person other than the au- � thor. The electronic materials must be submitted to the staff by 12:00 �ee�p•m• of the day of the meeting. � 4.6.3.6 �-I�a�c�+a�. If unable to attend the meeting, members of the public, inter- ested parties or their authorized representatives may submit written comments and supporting materials. Nine (9) copies of the comments and materials must be submitted to the City staff prior to the EDA meeting. The comments and materials � will be distributed to commissioners, and City staff, �"° °°^^�^��^^ CenreFnr�i The written comments and materials will become part of the record, but will not be read aloud at the meeting. � 4.6.3.7 'If unable to attend a meeting of the public, interested parties or their authorized representatives may submit testi- mony to the EDA using a prerecorded audio or video communication. An audio or video communication must be in an electronic format that is compatible with the City's existing equipment. An audio or video presentation may not introduce testi- mony from any person other than the author. The author of the recorded testimony must provide nine (9) copies to the City staff at least seven (7) calendar days prior to the meeting in order to allow staff an opportunity to view the presentation er�#e ('`i4�i�e� t�n� �ir�mer�� ♦n m.eLc nor��in 4here nro n� 4enhnin.�i .��wi�iv�ulFiee� ...�+h +ho cni �ir� .. .� � =�<::r::._. .' '_ ..._:�..e ....�� .�..�� .� �.>� v ..� .� � �v wv� n nvc.� uvv ��c� ra� r� c�c�crr� f,.� +ho .,,.o.,,�., ;+o.,., ,.,;�� .,��.. and prepare a b�ie€written summary ��^'°^ ^�°°°^+��^^. The recorded testimony and a-summary prepared bv staff will be provided to the EDA as part of its r°n,�:�agenda package. The audio or visual communication mav be used by individual commissioners in preparation for the meetinq, but will not be plaved durinq the meeting. The presentation and the summary will become a part of the public record. I�-� �^ �"° °^'° ^'�°^�°�;^^ ^f +"° ��ic�m� G1fYtrC�CG �tiG�C'�fWYCLf'FCI�Y'1 .��.GVi acvZ c�+irv��n.. �r .+r��i r��r�inn +hC°.T�I.�T �nrF�� e'��a�P.�a�t�e-��Ns-�e,a�c�T+� .�re nr,,, n,,�,pe�-e€-�easef�-t�►e-pFe$i�- c�l ni ��li4v .,f +he r nrrlin� nr i4c� F�-�9�2--� EF�Q�6�-��-��@R�26�R1 26�..� . nnmr�n4ihilifii ��ii�h ♦hc ri��i�e� eiv� �ir�men� 4hc ��c�c �f ir�nr�n��nri�+�o I.+r�� .+no �n }h vv� � �ruuv�na' �rrc � �h�er��ealr�eF—Generally, agenda packages are distributed to ^,°,� ��T commis- sioners of the EDA three� to five� calendar days preceding the meeting. � 4.6.3.8 After all persons have been heard, the presiding officer will ask #�is�whether there are any other persons in attendance who want to be heard on the matter I pending. If there is no other testimony, the presiding officer ��e�s�reauests a motion. There are two (2) possible motions. seconds, and votes: � 6 of 6 4.6.3.8.1 A motion and second to close the public hearing. Once the vote is tak- en, the public hearing is closed. The presiding officer announces for the record the time the public hearing is closed: or 4.6.3.8.2 A motion and second to continue the public hearing to a date certain. The presiding officer, in consultation with the City staff and EDA �- �commissioners, shall select and announce a time and date certain for the continued public hearing. No additional publication or notice �e- ��are needed if a hearing is continued to a later specified date. No public hearing may be continued more than once without re- � notice publishinq the time, date, location and subject of the public hearing. 4.6.3.9 Discussion of the subject matter of the public hearing by the commissioners re- quires a motion and a second to formally put the matter before the EDA. The EDA addresses the subject matter through deliberation. The EDA may ask questions of the staff. If the public hearing has been closed commission- ers should refrain from calling upon a member of the public except for the sole purpose of asking a question that can be answered by a"yes" or "no" response. �i��n4i�n ♦� inf�rm�4i�n r�� fr�m #hc e��ff r�rce��4n�i�r� �� r�� hlin h�. ri�n� n�+mrncn4c� ��T 4.6.3.10 If the public hearing has been closed, rather than continued until a date certain, the EDA may take action on the subject matter. � 4.7 VOTING. All ^� �°'�f�°�' m°mh°r commissioners of the EDA shall have equal voting authority. 4.8 CONSENT AGENDA. 4.8.1 With the adoption of these Bylaws, a Consent Agenda is created. The purpose of the "Consent Agenda" is to group items of a routine and non-controversial nature for consid- eration under one motion. There will be no separate discussion of items placed on the I Consent Agenda. If discussion of an item on the Consent Agenda is desired, any �- �commissioner of the EDA may request the item be removed from the Consent Agenda and considered separately. 4.8.2 The Executive Director shall determine what items may be considered routine and non- controversial; and therefore appropriate for inclusion as a Consent Agenda item. To pro- vide the Executive Director with guidance, the following types of items tend to be routine and non-controversial: grant deeds, grants of easements, quarterly budget report, treas- urer's report, calls for bid, reports of administrative actions and proposals, leases and agreements previously approved in principle, setting dates for public hearings, approval of payment of contracts, approval of denial of claims, award of bids, and other items of a like nature that the Executive Director considers routine and non-controversial. 4.8.3 The EDA Agenda sheet shall include the following statement: "Those items on the EDA Agenda which are considered routine and non-controversial are included as part of the � Consent Agenda. Unless the President or an EDA �e�commissioner specifically re- quests that an item be on the Consent Agenda be removed and considered separately, Items on the Consent Agenda are considered under one motion, second and a roll call vote. Any item removed from the Consent Agenda shall be placed on the EDA agenda under `Removed Consent Agenda Items"'. � 7 of 7 ARTICLE 5. OFFICERS, DUTIES AND RULES 5.1 OFFICERS. The EDA shall elect a president, a vice-president, a treasurer, a secretarv, and an assistant treasurer annuallv at the first meetinq of the year. A commissioner must not serve as president and vice-president at the same time. The other offices mav be held bv the same commissioner. The of- fices of secretary, treasurer and assistant treasurer need not be held by a commissioner. The EDA shall elect the Financial Director of the City of Prior Lake as the treasurer. T"�o �c ^f+�e �ne ��.,�� hri�_ia� ��► i-l� ��ive� rec.r��nc�ihili4ioe� nr�r) r��uicre� .+e�c��ni.��erl ��iiFh �he'r �ff' _..� .,.�_:�: _:<:::__ :_:. r ,.....�.......,...,.,..,.,�... ...... ....�.. ..��...... , 5.2 DUTIES. The officers of the EDA shall have the usual duties, responsibilities and powers associ- ated with their office.T"--.r ��.�#al�eles�-a-p��dder�a-�is ��fG�il�.7PFl LTP.a�qT�� rP�T �^ ,^^' � 1 • 5.3 The treasurer shall receive and is responsible for all EDA money; 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 shall have the powers and duties of the treasurer if the treasurer is absent or disabled. 5.4 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 any one time, as determined at least an- nually by the EDA, provided that the bond must not exceed $300,000. (Minn. Stat. 469.096) I 5.5 EDAC LIAISON. The EDA shall elect an Economic Development Advisorv Committee ("EDAC") liaison at the first meetinq of the year. Anv of the five (5) commissioners mav serve as the EDAC liaison ARTICLE 6. FINANCE AND ADMINISTRATION 6.1 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. 6.1.1 The EDA is a political subdivision separate and distinct from the City. 6.1.2 The City has established separate funds for EDA money and the EDA will have access only to current EDA-related accounts. 6.1.3 The EDA has its own budget and the EDA will be responsible for developing its budget. 6.1.4 Although the EDA has the power to issue debt instruments, it may not do so without ap- proval from the City Council. 6.2 An EDA check must be signed by the treasurer and one other officer named by the EDA in a res- olution. 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) 6.3 The nature, number and qualification of the staff required by the EDA to conduct its business ac- cording to these Bylaws shall be annually determined by the EDA. Any contract shall set forth in reason- able detail the nature of the services to be provided to the EDA, and the cost basis for such services and � the payment to be made by the EDA. The EDA shall use the City's standardized contracts. 6.4 The books and records of the EDA shall be kept at the EDA office in the treasurer's office in City Hall at the City of Prior Lake, Minnesota. � 8 of 8 6.5 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 7. DEPOSITS. DEFAULT. COLLATERAL 7.1 Every four (4) years the EDA shall name a national bank with offices in the seven-county metro- politan area or a state bank to act as the official depository of the EDA. 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 any one time. 7.2 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 8. ANNUAL REPORT AND BUDGET 8.1 Notwithstanding anythinq herein, and subject to the EDA's enablinq resolution, the EDA shall not. without prior approval from the City Council, levy a tax or special assessments, e�se�� . . . . , pledge the credit of the City�-ef incur an obliga- tion enforceable on property not owned by the EDA, issue anv debt obliqation, or incur any debt beyond the amount budqeted in the current year. ' _ I . 8.2 Annually, at a time fixed by 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 EDA budget shall be de- veloped and prepared using the format and procedure used by all City departments. 8.3 The fiscal year of the EDA shall be the same as the fiscal year of the City. 8.4 Annually, or as may be required by City Council, at a time and in a form fixed by the City Council, � the EDA shall submit a m�Lc �....;++e., 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 f^�+he �ne +„ n�r�ric�e +ho �,+„ „f 8.5 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 com- parison 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. 8.6 At the request of the City or upon the auditor's initiative, the state auditor may make a legal com- pliance 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 collec- tions received must be deposited in the general fund. (Minn.Stat. 469.100) � 9 of 9 ARTICLE 9. POWERS 9.1 The Board of Commissioners may exercise all powers of an EDA and do all such lawful acts and � things as are authorized pursuant to Minn °°^�� Stat_ , 469.090 to 469.108, the Ena- bling Resolution and these Bylaws. 9.2 The EDA may exercise all of the powers contained in the Housing Act, , �+e�sMinn. Stat. 469.001 to 469.047. I 9.3 The EDA may exercise all of the powers of an Agency contained in the Development Act, A�4i�e- , Minn. Stat. 469.124 to 469.134. 9.4 The EDA may exercise all of the powers of a redevelopment agency contained in the Industrial � Bond Act, , Minn. Stat. 469.152 to 469.165. 9.5 The EDA may exercise all of the powers of a city contained in the Housing Finance Act, provided authorized to do so by ordinance of the City Council pursuant to Section 462C.02, Subdivision 6 of the Housing Financing Act. I 9.6 The EDA may exercise all of the powers of an authority contained in the Tax Increment Act, AA++�-- , � Minn. Stat. 469.174 to 469.179. 9.7 The EDA may exercise such powers as may be contained in other laws applicable to economic development authorities or housing and redevelopment authorities not specificatly described herein. The officers have the usual duties and powers of their offices. They may be given other duties and pow- ers by the EDA. 9.8 The EDA mav appoint subcommittees as it deems necessary to carrv out its other powers and duties. All subcommittees shall comply with the Minnesota Open Meeting Law. ARTICLE 10. LIMITATION OF POWERS 10.1 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 to the extent available. 10.2 Budget. The EDA annual budget shall be approved by the City Council. 10.3 All powers of the EDA shall be consistent with the Enabling Resolution. 10.4 If there is a question with respect to EDA final authority, the City Council shall be deemed to be the final authority. ARTICLE 11. STAFF 11.1 The City Manager shall serve as the Executive Director to the EDA. The Executive Director and other staff are not considered members of the EDA. The Executive Director and other staff mav partici- pate in discussion, at the discretion of the EDA commissioners, but may not vote on matters before the EDA. 11.2 The EDA may employ a chief engineer, other technical experts and agents, and other employees � as it may require and mav determine their duties, qualifications and compensation. (Minn. Stat. 469.097, subd. 1). � 10 of 10 11.3 The EDA may contract for the services of consultants, agents, public accountants, and other per- sons needed to perform its duties and exercise its powers. (Minn. Stat. 469.097, subd. 2) 11.4 The City Attorney is the chief legal advisor to the EDA. (Minn. Stat. 469.097, subd. 3) I 11.5 The EDA may purchase the supplies and materials it needs to carry out Minn. Stat. �es�ie�s 469.090 to 469.108.- -(Minn. Stat. 469.097, subd. 4)and its other powers and duties. 11.6 The EDA shall use the facilities of its City's purchasing department in connection with construc- tion work and to purchase equipment, supplies, or materials. (Minn. Stat. 469.097, subd. � 11.7 The City may, to the extent available, furnish offices, structures, space, clerical, engineering or other assistance to the EDA. The City may charge the EDA for such services. (Minn. Stat. 469.097, subd. 6) 11.8 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. � ARTICLE 12. SEAL 12.1 The official seal of the EDA shall be the same as the official seal of the City of Prior Lake. ARTICLE 13. INSURANCE 13.1 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 14. AMENDMENT OF BYLAWS 14.1 Recommendations from the EDA to alter, amend, add or repeal any portion of these Bylaws may � be accomplished by a majority vote of the commissioners rp esent°^��+'°^' }^ ��^�° at any meeting, as long as the notice of the meeting or agenda for the meeting contains notice and 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 threeer� (3�9) days prior to the meeting at which said pro- posed alteration, amendment or repeal will be considered. 14.2 Once the EDA passes a recommendation to alter, amend, add or repeal any portion of these By- laws, the EDA shall forward the recommendations to the City Council for its approval. ARTICLE 15. MISCELLANEOUS 15.1 EDA meetings shall be governed by these Bylaws and Roberts Rules of Order._ ' . . rr�er�e�--��a-�i�►��-s�s� as�he-€61,�-Roberts Rules are adopted here as a framework to °°��ensure that meetings are conducted with order and a general respect for the views expressed by all the EDA �e�e� commissioner s , but Roberts Rules are not alwavs easilv implemented by a bodv such as the EDA. When a question of parliamentary procedure presents itself, the President�a+f, in consultation with the City Attorney, will rule on the question. If Roberts Rules are improperly��sst�el� applied, the decision of the EDA shall not be invalidated or otherwise set aside. � I1 of 11 i � ARTICLE 16. STATEMENT OF EITHICS . . , , . , , , }he hinhee�� e�4nnrinr�Je� �f in4e�vri4�i .�nrl �hicn4i�ii4�i ir� �he h� ��inc�� hrn� �nhf hofnrc fhorrL �'� The (�i4.i .�.f �rinr 1.�Le finrJe� #h�1 4ho r�r�ncr �ner��inr� nf nnverr�rr�cnF ron� �iro� clon4orl �nr! �r�_ � � i � . � (�ren4ir�n 4rnr�c�r�nrcr�n�i 4hr�i �nh h�,no�+ .�r�rl �r�en n�mm� �nin�4i�n• r � C� inr��r�inn 4hc r�� hlin�c� rinh4 �� Ln��i �hc r�� hlin°c� hi �c�inoc�c�• r � � � i . � . ��t �s-ar�ciiv �E�FY�i� � • e � e � f t t � e �uh��+ne�ier in h� �c�inec�c� rle�linne� ...i+h 4he f`�+.. 1 I.C�� (1C C�1111�I1ACAIT AAlll C4r`I�I�C 47 '� 4 AI� r�� hlin �fFini..l e�h.+ll ren� �ee�� normi� 4ho i �n�� 4hr�ri�erJ i�e�e �f /'`i4v ��ur�er7 �iehinlee� �..�. � o � � • �� /'`/'lA1Cl I/`T (1C IAIT�� . . . . . , , � � , . . . f;,,., �� Q�► �--�--�,� . , � � 12 of 12 . , , � • ... , hefnre +he mee�inn• nniJ � r»�i�n in �h�4 �rcnrl� i4cm . ' • � i > > > r t i t e cfi+ �f +he �ffininl e . � VVI'1V��r 16.1 POLICY STATEMENT: The EDA recoanizes our system of democratic representative qovern- ment is dependent in large measure, upon people havinq trust and confidence in their public officials. The public riqhtfullv expects qovernmental officials will conduct City of Prior Lake business in wavs which benefit the public qood qenerallv and that public office will not be used chiefly or improperlv to advance personal interests. The EDA of Prior Lake has pledged the goals of fair, efficient and honest qovernment will be fostered and that it will strive for inteqrity and objectivity from all of its officials. 16.1.1 The City of Prior Lake finds that the proper operation of democratic representative gov- ernment reauires that: 16.1.1.1 Elected and appointed officials be independent, impartial and responsible to the e p ople; 16.1.1.2 Governmental decisions and policv are made in the proper channels of the qov- ernmental structure: 16.1.1.3 Public office and position not be used for personal gain; and 16.1.1.4 The public have confidence in the integrity of its qovernment. 16.1.2 The Citv of Prior Lake shall adhere to the hiqhest ethical standards that enhance the public trust in local qovernment bv: 16.1.2.1 Creatinq transparency in its actions through honest and oaen communication; 16.1.2.2. Basinq decisions and adoptinq qublic policies based on what is in the best inter- est of the public and the overall communitv: 16.1.2.3 Supportinq the public's riqht to know the public's business: and 16.1.2.4 Exercisinq fairness, optimism, responsiveness and respect in communicatincl with the public. 16.1.2.5 Providinq a forum and periodic training for public officials and emplovees to dis- cuss orqanizational values that reflect hiqh standards and current conditions and concerns. � 13 of 13 16.1.3 This Statement of Ethics shall be liberally construed in favor of protecting the public's in- terest in full disclosure of conflicts of interest and promoting ethical standards of conduct. 16.2 ETHICS IN GOVERNMENT: Minn. Stat. Chapter 10A. Ethics in Government, is incorporated herein bv reference. This policv shall be construed and interpreted in consultation with the City Attorne� accordinq to Minnesota Statutes and case law. 16.3 GIFTS AND FAVORS: No public official shall accept anv valuable qift, favor or thinq of value, re- qardless of amount whether in the form of money, service, loan, thing or promise from anv person which to the official's knowledge is concerned, directiv or indirectiv in anv manner whatsoever in business deal- ings with the City. 16.4 USE OF EQUIPMENT AND FACILITIES: No public official shall request or permit the unauthor- ized use of City-owned vehicles, equipment, materials propertV labor or services for personal conven- ience or profit. 16.5 CONFLICT OF INTEREST: Except as authorized in Minn. Stat. 471.88, a public officer who is authorized to take part in anv manner in making any sale, lease, or contract in official capacitv shall not voluntarily have a personal financial interest in that sale, lease, or contract or personally benefit financial- ly therefrom. (Minn. Stat. 471.87) 16.6 A public official or local official elected to or appointed bv a metropolitan governmental unit who in the discharqe of official duties would be required to take an action or make a decision that would sub- stantiallv affect the official's financial interests or those of an associated business, unless the effect on the official is no areater than on other members of the official's business classification, profession or oc- cupation, must take the followina actions: 16.6.1 Advise the City Attornev of the potential conflict of interest as soon as possible, preferablv before the meeting; and 16.6.2 The City Attorney shall determine whether a disaualifying conflict of interest exists. 16.6.3 Anv commissioner shall orallv inform the EDA of the potential conflict and abstain from anv participation in that aqenda item if a conflict is determined to exist. 16.7 The purpose behind the creation of a rule, which would disqualify public officials from participatinq in proceedinqs in a decision-makinq capacitv when thev have a direct conflict of interest in its outcome, is to ensure that their decision will not be an arbitrary reflection of their own selfish interests. There is no settled aeneral rule as to whether such an interest will disaualifv an official. Each case must be decided on the basis of the particular facts present. Amonq the relevant factors that should be considered in mak- inp this determination are: (1) nature of the decision being made: (2) the nature of the pecuniary interest; � the number of officials makina the decision who are interested: L4) the need, if any, to have interested persons make the decision: and (5) the other means available, if any, such as the opportunity for review that serve to ensure that the officials will not act arbitrarilv to further their selfish interests. I � 14 of 14