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HomeMy WebLinkAbout6A - EDA Revised Bylaws AGENDA #: PREPARED BY: SUBJECT: DAT~: BACKGROUND: DISCUSSION: STAFF AGENDA REPORT 6A \\(\,\ FRANK BOYLES, CITY MANAGER \ ""'\ CONSIDER APPROVAL OF RESOLUTI 96-99 AMENDING THE ENABLING RE TION BY RECONFIGURING THE ECONOMIC DEVELOPMENT AUTHORITY AND ADOPTING REVISED BYLAWS. OCTOBER 21, 1996 At its September 3, 1996 meeting, the Prior Lake Economic Development Authority unanimously recommended that the City Council consider reconfiguring the Economic Development Authority to include two City Councilmembers and three residents with business expertise. The staff was directed to prepare the necessary resolution and bylaw revisions to effectuate this change. The Prior Lake Economic Development Authority was established under Minnesota Statute 469. The statute provides that "a City may, by adopting an enabling resolution in compliance with the procedural requirements of section 469.093 establish an economic development authority that...has the powers contained in section 469.090 to 469.108 and the powers of housing and redevelopment authority under sections 469.001 to 469.007 under other law, and under sections 469.124 to 469.134 or other law." In February 1989, the City Council adopted an enabling Resolution 89-17 which established the Prior Lake Economic Development Authority. In 1995 and 1996, that enabling Resolution was amended by the adoption of revised bylaws for the Prior Lake Economic Development Authority. Minnesota Statute 469.092 subdivision 2 provide that "the enabling resolution may be modified at any time subject to subdivision 5 and provided that any modification is made in accordance with this section." The section goes on to say that the Authority may petition the City Council at 16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER any time via report stating whether and how the enabling Resolution should be modified (sub 3). "Within 30 days of the receipt of the recommendation, the City Council shall review the enabling resolution, consider recommendations of the authority and make any modifications it considers appropriate." Minnesota Statute 469.093 provides that "All modifications to the enabling resolution must be by written resolution and must be adopted after notice is given and a Public Hearing is conducted as required for the original adoption of the enabling resolution." Attached is the notice of Public Hearing which appeared in the October 12th Prior Lake American. The bylaws of the Prior Lake Economic Development Authority provide that written notice must be provided to the Commissioners at least ten days prior to any meeting at which alteration, amendment, or appeal of the bylaws are considered. This provision is not applicable since the Council has elected to recreate the EDA but I sent out the draft bylaw revisions to Councilmembers on October 11 to solicit your input. In brief, Resolution 96-99 amends the bylaws in the following ways: 1. Numerous typographic corrections. 2. Changes composition of the EDA (sec. 5A). 3. Eliminates existing members (sec. 5B). 4. Sets method of appointment (sec. 5C). 5. Sets terms for commissioners (sec. 5C). The bylaws of the Prior Lake Economic Development Authority are also proposed to be amended as follows: 1. Article 3, #1 provides that two members of the Prior Lake City Council will comprise the Board of Commissioners and three residents with business expertise shall be selected by the Mayor and confirmed by the City Council in accordance with statutes. 2. Terms of the Commissioners shall be established in accordance with the enabling resolution and state statute. Initial terms are therefore set at 2 years, 3 years, 4 years, 5 years and 6 years. Any subsequent terms are six years in length. Vacancies are filled by l07EDA.DOT mayoral appointment subject to City Council confirmation for the unexpired term. 3. Article 4, #1 is amended by requiring a 7 day notice of regular meeting to Commissioners and Councilmembers. 4. Article 5, #1 is amended to read, "the officers of the authority shall be the president, the vice president, the secretary, a treasurer, who shall be elected bv the board to a one year term on a calendar vear basis and shall hold office...". 5. A new Article 17, Code of Conduct, is added, which applies the Code of Conduct found in all other advisory committee bylaws to the EDA. For Council information, the bylaws also provide that Authority Commissioners are subject to the Conflict of Interest provisions found in the City Council Bylaws and in State Statute. 6. Article 5, #7 - EDA members are to receive the same per diem as Planning Commissions or $40 per meeting. ISSUES: At the Economic Development Authority meeting on September 3, 1996, there appeared to be little controversy with respect to the reconfiguring of the Economic Development Authority and amending its bylaws. Members of the Economic Development Authority seemed to concur that the proposed composition of the Authority's members is a logical evolution of the Economic Development Authority. As Councilmembers will recall, the predecessor of the Economic Development Authority was the Economic Development Committee and the Business Development Committee, both of which had advisory status only. Each served its respective purpose and discontinued themselves by majority vote in favor of a stronger body, namely the Economic Development Authority which was established in 1989 and has been amended periodically thereafter. The original Economic Development Authority consisting of all Councilmembers reflected a Council desire to assure that the Authority's actions would reflect the endorsement of a strong business community. The evolution of the Authority from a five member City l07EDA.OOT Council to a five member body containing two City Councilmembers and three businesspersons is a further statement by the Council that talented, business-oriented persons from the community should contribute an important and independent role in growth and business development which takes place in Prior Lake. The continuation of two members from the City Council on the Economic Development Authority is a good balance provides continued communication between the City Council, City Staff, and Economic Development Authority while also adding the important strengths which businesspersons in our community can add to assure a vibrant active Authority. Under Minnesota Statute 469.1075 Sub. 1., the Authority may annually levy for budget purposes an amount not to exceed 0.01813% of the Taxable Market Value. Based upon 1996 Market Value this maximum levy would generate about $160,000 annually. Since the Council has already established the preliminary levy for 1997 any EDA levy will have to be taken from already proposed 1997 programs. As a final issue, the Mayor should recommend the five members of the new Economic Development Authority at the first Council meeting in November. It would be appropriate for the City Council to confirm those appointments. ALTERNATIVES: The Council has the following alternatives: 1. Adopt Resolution 96-99 amending enabling Resolution 89-17 and subsequent amendments thereto as proposed or as amended. 2. Adopt reVISIons to the Prior Lake Economic Development Authority bylaws as recommended or amended. 3. Defer one or more of the above. RECOMMENDATION: Actions one and two above. ACTION REQUIRED: Motion and second to adopt resolution 96-99, and to amend the bylaws for the reformatted Economic Development Authority. Attachment l07EDA.DOT RESOLUTION 96-99 A RESOLUTION AMENDING RESOLUTION 89-17 WHICH ESTABLISHED THE PRIOR LAlili ECONOMIC DEVELOPMENT AUTHORITY PURSUANT TO THE PROVISIONS OF MINNESOTA STATUTES, CHAPTER 469 WHEREAS, the Minnesota State Legislature has enacted Minnesota Statutes, Sections 469.090 to 469.108 authorizing any statutory or home rule charter city to establish an economic development authority having the powers contained in the enabling act and a housing and redevelopment authority established under Minnesota Statutes, Sections 469.001 to 469.047 or other law, and a city under Minnesota Statutes, Sections 469.124 to 469.134 or other law, and WHEREAS, the City wishes to establish such an economic development authority and to define the relationship between it an the Council and Mayor by adoption of this resolution, and WHEREAS, it is intended that this resolution be amended from time to time as may be required to further define or redefine the respective roles of the economic development authority and the Council and Mayor regarding development and redevelopment within the city, and WHEREAS, it is intended that this resolution and actions taken hereunder, the Council and Mayor of the city shall establish broad policies for public assisted development within the city and that the implementation of such policies be the responsibility of the economic development authority, and WHEREAS, it is the desire of the Council and Mayor that adoption of this resolution and the creation of an economic development authority will result in a conscientious and coordinated effort to encourage and precipitate future development within the city so as to increase tax base, promote employment and enhance the health, safety and welfare of city residents NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Prior Lake: 16200 EijJ~~~e. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER SECTION 1. Establishment. There is hereby created in the City an economic development authority which, subject to the provisions of this Enabling Resolution, shall have all of the powers, duties and responsibilities of any economic development authority created pursuant to the Act, or other law, a housing and redevelopment authority created pursuant to the Housing Act, or other law and which shall constitute an "Agency" pursuant to the Development act It shall be the role and responsibility of such economic development authority to carry out economic, housing and industrial development and redevelopment within the city in accordance with such general policies as may from time to time be established by the Council and Mayor. SECTION 2. Definitions: A. "Authority" means the Prior Lake Economic Development Authority. B. "City" means the City of Prior Lake, Minnesota. C. "Council" means the duly elected governing body of the City. D. "Enabling Act" means Minnesota Statutes, Sections 469.090 to 469.108, authorizing the City of Prior Lake to create an economic development authority. E. "Enabling Resolution" means this resolution of the Council establishing the Prior Lake Economic Development Authority pursuant to the Enabling Act. F. "The Development Act" means the City Development Districts Act, Minnesota Statutes, Sections 469.124 to 469.134. G. "Federal Limitation Act" means certain acts of Congress which limit the aggregate amount of obligations of a specified type which may be issued within the City, as further defined in Section 474.16, Subdivision 5 of the Industrial Bond Act and as may from time to time be defined in other state laws. H. "The Housing Act" means Municipal Housing and Redevelopment Authorities Act, Minnesota Statutes, Sections 469.001 to 469.047. 1. "The Housing Bond Act" means the Municipal Housing Program Act, Minnesota Statutes, Chapter 462C. J. "Industrial Bond Act" means the Municipal Industrial Development Act, Minnesota Statutes, Sections 469.152 to 469.165. K. "Project Area Plan" means an outline for the development or redevelopment of a geographic area of Authority concentration which contains a statement of objectives for improvement of the area as well as a description of public facilities R9699.DOC 2 to be constructed, and estimated schedule of the open space to be created, the environmental controls to be applied, the property to be publicly acquired and the condition under which the Authority shall exercise the right of eminent domain, if any, the proposed reuse of private property and the general standards of development. Said plan shall be sufficiently complete to constitute a "development program" pursuant to Section 469.125, Subdivision 3 of the Development Act and a "redevelopment plan" pursuant to Section 469.002, Subdivision 16 of the Housing Act. L. "Project Budget" means a financial budget containing the sources and uses of public funds to be expended in carrying out the public costs associated with a Project Plan or Project Area Plan. In the event any or all such public costs are to be paid with tax increment, the Project Budget shall constitute a "tax increment financing plan" as described in Section 469.175 of the Tax Increment Act. M. "Project Plan" means a description of the development or redevelopment of property, including an estimated schedule, the property to be publicly acquired and the condition under which the Authority will exercise its right of eminent domain, if any, description of the public facilities to be constructed, and the proposed reuse of private property. N. "Tax Increment Act" means Tax Increment Financing, Minnesota Statutes, Sections 469.174 to 469.179. SECTION 3. Legal Status. The Authority shall be a public body politic and corporate and a political subdivision of the State of Minnesota. It shall not be considered a department of the City nor shall the City be liable for its obligations, unless assumed by the City in writing. Its relationship to the Council and Mayor shall be governed by the Enabling Act, this Enabling Resolution and the various statutes under which it operates, including the Enabling act, the Housing Act, the Development Act, the Industrial Bond Act, the Housing Bond Act and the Tax Increment Act; provided, that in the event there is a conflict between the terms of this Enabling Resolution and any such statute, the statute shall control, in the event there is a conflict between the Enabling Act and any such statutes, the Enabling Act shall control; provided further, that a statute granting authority shall not be deemed to be in conflict with a statute that grants less or no such authority. SECTION 4. Name. The Economic Development Authority created by the Enabling Act and this Enabling Resolution shall be known legally as the Prior Lake Economic Development Authority. SECTION 5. Governing Body. The powers of the Authority shall be vested in the commissioners thereof in office at any time, a majority of whom shall constitute a quorum for all purposes: R9699.DOC 3 A. Membership of the Authority shall consist of five commissioners. Two commissioners shall be City Council members. Three commissioners shall be residents of the City with business expertise. All five shall be appointed by the Mayor and confirmed by majority vote of the City Council in accordance with Minnesota Statutes. B. Upon adoption of this resolution the terms of all current commissioners of the Economic Development Authority are hereby terminated and appointments to the Economic Development Authority shall be as set forth below. C. Following adoption of this enabling resolution, the Mayor shall appoint subject to confirmation by the City Council two members of the Council who will serve as EDA commissioners. The three remaining appointments shall be of business persons living in Prior Lake and shall be made by the Mayor and are subject to confirmation by the City Council. The initial terms of office will be 2 years, 3 years, 4 years, 5 years, and 6 years respectively. Thereafter, all commissioners shall serve six year terms. In the event that a commissioner's term as Councilmember expires, the mayor shall appoint another Councilmember to serve the unexpired portion of the commissioner's term. SECTION 6. Authority Officers. The commissioners of the Authority shall elect officers as provided in Section 469.096 of the Enabling Act. SECTION 7. Authority Staff. A. The Authority shall be empowered to hire such employees, agents and consultants as deemed proper and as further provided by Resolution 89-17 , this Resolution and applicable State Statutes. Such employees, agents and consultants shall assist the Authority in performing the following powers and duties: 1. To see that all resolutions, rules, bylaws, regulations, or orders of the Authority are enforced. 2. To appoint and remove upon the basis of merit and fitness, all subordinate officers and regular employees of the Authority. 3. To present to the Authority plans, studies and reports prepared for Authority purposes and recommend to the commissioners for adoption such measures as deemed necessary to enforce or carry out the powers and duties of the Authority or the efficient administration of the affairs of the Authority. 4. To recommend for adoption such rules and regulations as deemed necessary for the efficient operation of the Authority's functions. R9699.DOC 4 5. To perform such other duties as may be prescribed by the Authority. SECTION 8. Reports. A. At least once annually by March 1, the Authority shall appear at a regularly scheduled City Council meeting and publicly report regarding the operational status of the Authority. Such report shall comply with Minnesota Statutes Section 469.100, Subdivision 4, and describe current and proposed projects as well as describe general development goals for the City. B. The Authority shall be responsible for all filings and reports required by the various statutes under which it operates. Copies of all such reports shall be provided to the City Council and Mayor and shall be available to members of the public unless protected by the Minnesota Data Practices Act. SECTION 9. Account, Budget and Fiscal Year. A. The accounting, maintenance of books and records, establishment and maintenance of funds and accounts, investment of cash surpluses, disbursement of moneys and other necessary financial matters of the Authority shall be the responsibility of the Commission Treasurer. The Authority accounting, investment, fund maintenance and disbursement shall be consistent with City procedures. B. On or before September 1 of each year the Authority shall submit its annual budget to the City Manager in a form prescribed by the City Manager. Such budget shall include a detailed written estimate of the amount of money that the Authority expects to need from the City for Authority business during the next fiscal year and shall otherwise comply with Minnesota Statute Section 469.100, Subdivision 1. The Council may impose such conditions upon the issuance of obligations by the City for the purpose of funding said Authority budget as it may determine. The City Council shall review and consider approval of the proposed authority budget as a part of the City budgetary process. A member of the Authority shall appear before the City Council as requested to explain and discuss the content of the proposed Authority budget. Upon approval of such budget, the Authority shall not exceed total budgeted expenditures without approval of corresponding budget amendments by the City Council; provided, however, that this provision shall not preclude the Authority from unilaterally making line-item changes as it deems appropriate. C. The fiscal year of the Authority shall be the same as that of the City of Prior Lake. SECTION 10. Powers. R9699.DOC 5 A. The Authority may exercise all of the powers contained in the Enabling Act. B. The Authority may exercise all of the powers contained in the Housing Act. C. The Authority may exercise all of the powers of an Agency contained in the Development Act. D. The Authority may exercise all of the powers of a redevelopment agency contained in the Industrial Bond Act. E. The Authority 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. F. The Authority may exercise all of the powers of an Authority contained in the Tax Increment Act. G. The Authority 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. SECTION 11. Limit of Powers. A. The sale of all bonds issued by the Authority must be approved by the City Council before issuance. B. The ability of the Authority to participate as a limited partner in a development project must have prior approval by the City Council. C. All official actions of the Authority must be consistent with the adopted Comprehensive Plan of the City, and any official controls implementing the Comprehensive Plan. D. The Authority must submit a comprehensive description of its administrative structure, management practices, and bylaws to the City Council for approval. Adopted by the Prior Lake City Council this 1996. day of AT l'~ST: City Manager Mayor R9699.DOC 6 BYLAWS OF PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY Amended January 3, 1995 Amended January 2, 1996 Amended February 20, 1996 Amended October 21. 1996 ARTICLE...ONI; - NAf\dE AND PURPOS~ 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 Authority is to serve as an Economic Development Authority pursuant to Minnesota Statutes, Section 469.090 to 469.108. The Authority 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 TWO - OFFICES AND BOUNDARIES. 1. The principal office of the Authority shall be in the City Hall of the City of Prior Lake, 16200 Eagle Creek Avenue, County of Scott, State of Minnesota. 2. The Authority may also have offices at such other places as the Commissioners of the Authority may from time to time appoint, or as the business of the Authority may require. 3. The territory in which operations of the Authority are principally to be conducted consists of the City of Prior Lake in Scott County in the State of Minnesota. 4. Meetings of the Authority shall be conducted at the City Council Chambers at Fire Station 1, 16776 Fish Point Road. ARTICLE THREE - BOARD OF COMMISSIONERS. 1. The management of all of the affairs, property and business of the Authority shall be vested in a five (5) member Board of Commissioners. The Board shall consist of two 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 Mayor and confirmed by the City Council pursuant to Minnesota Statutes Chapter 469.095, subdivision 2 (b). EDABYLAW.DOC -2- 2. The terms of the Commissioners shall be as set forth in the Enabling Resolution. 3. The Board of Commissioners may exercise all powers of the Authority and do all such lawful acts and things as are authorized pursuant to Minnesota State Statutes, the Enabling Resolution or pursuant to these Bylaws. 4. All vacancies in the Board of Commissioners, whether caused by resignation, termination of Councilmembers, death or otherwise, shall be filled by City Council Mayoral appointment with City Council confirmation. ARTICLE FOUR - MEETINGS 1. The Authority shall meet monthly as determined by the authority at the location set forth in Article Two, Section 4. At 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. 2. 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 and the City Council members 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 Authority. Notice of a special meeting shall comply with the requirements of the Minnesota Open Meeting Law. 3. 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 without 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 FIVE - OFFICERS, 1. 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 or his designee may serve as the Secretary. 2. 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, EDABYLAW.DOC -3- and shall perform all such other duties as are incident to the office or are properly required by the Board of Commissioners. 3. The Vice President shall exercise all the authority and fulfill all the functions of the President during any absence or disability of the President. 4. 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. 5. The Treasurer shall have charge of all Authority books and shall perform all duties incident to the office which are properly required by the Board of Commissioners. 6. I n 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. 7. The salaries of all officers and agents of the Authority shall be $40.00 per meeting. ARTICl.E SIX - A I I ENDANc.E...ANQ...EXPENSES 1. 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. 2. Commissioners and officers may be reimbursed 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. ARTICLE SEVEN - FINANCE..ANI2ADMINISTRATION 1. The monies of the Authority shall be deposited in the name of the Authority 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. 2. The fiscal year of the Authority shall be the same as the fiscal year of the City of Prior Lake. EDABYLAW.DOC -4- 3. The nature, number and qualification 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. 4. The books and records of the Authority shall be kept at the Authority office in the City of Prior Lake, Minnesota. ARTICLE...EIGHT - POWERS 1. The Authority may exercise all of the powers contained in the Enabling Act, Minnesota Statutes, Sections 469.090 to 469.108. 2. The Authority may exercise all of the powers contained in the Housing Act, Minnesota Statutes, Sections 469.001 to 469.047. 3. The Authority may exercise all of the powers of an Agency contained in the Development Act, Minnesota Statutes, Sections 469.124 to 469.134. 4. The Authority may exercise all of the powers of a redevelopment agency contained in the Industrial Bond Act, Minnesota Statutes, Sections 469.152 to 469.165. 5. The Authority may exercise all of the powers 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 of 6 of the Housing Financing Act. 6. The Authority may exercise all of the powers of an Authority contained in the Tax Increment Act, Minnesota Statutes, Section 469.174 to 469.179. 7. The Authorjty 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. ARTICLE NIN~IMITATION OF POWERS 1. The Authority shall not inure any bonds without the prior approval by the City Council. 2. The Authority shall not participate as a limited partner in a development project without the prior approval of the City Council. 3. All official actions of the Authority 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. EDABYLAW.OOC - 5 - 4. The Authority must submit a comprehensive description of its administrative structure, management practices and bylaws, to the City Council for approval. ARTICLE TEN - ANNUALREPORT AND BUDGET 1. 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. 2. 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. 3. The financial statements of the Authority must be prepared, audited, filed and published in 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 ELEVEN - NOTICES 1. 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 Authority, and the time when the notice is mailed shall be deemed to be the time of the giving of such notice. 2. 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 TWE.LYE - STAFF 1. 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. 2. 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 and efficient operation of the Authority. ARTICLE THIRT~N - SEAl. EDABYLAW.DOC -6- 1. The official seal of the Authority shall be the same as the official seal of the City of Prior Lake. ARTICLE FOURTEEN -INDEMNIFICATION 1. The Authority shall have the power 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. 2. 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 power to indemnify such person under the laws of the State of Minnesota. ARTICLE FIFTE;EN - AMENDMENT OF BYLAWS 1. 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) days prior to the meeting at which said proposed alteration, amendment or repeal shall be considered. ARTIC~ SIXTEEN - MISCEllANEOUS. 1. All meetings of the Authority shall be governed by City Council Bylaws. 2. Commissioners of the Authority shall conform to a conflict of interest policy as set forth in the City Council Bylaws which shall be applicable to all actions to be taken by the Commissioners or officers. ARTICLE SEVENTEEN - CODE OF CONDUCT 1. Commissioners will adhere to the following: a) A Commissioners 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 represents the opinions of the EDA, he/she shall do so only after receiving the official direction from the EDA. EDABYLAW.DOC -7- b) c) EDABYLAW.DOC The conduct of Commissioners shall reflect positively upon the EDA, individual member and city. Commissioners shall avoid any actual or apparent impropriety, - 8- NOTICE OF PUBLIC HEARING TO CONSIDER AMENDMENT OF ENABLING RESOLUTION AND FORMAT OF PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY. Notice is hereby given that the City Council of the City of Prior Lake Minnesota has scheduled a Public Hearing for 7:45 p.m. for Monday, October 21, 1996 at the Fire Station City Council Chambers 16776 Fish Point Road. The purpose of the Public Hearing is to receive Public input with respect to amendment of City Council Resolution 89-17, which is the enabling resolution for the Prior Lake Economic Development Authority and amendment of the Economic Development Authority Bylaws. Copies of the amendments to the enabling resolution and Economic Development Authority bylaws are available for public review commencing Friday, October 18, 1996 at Prior Lake City Hall 16200 Eagle Creek Avenue. Questions may be directed to Frank Boyles, City Manager at 447-4230. 16200 ER~~PUO~.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER