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HomeMy WebLinkAboutEDA Bylaws Revised 1998 -� 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 ARTICLE I - NAME AND PURPOSE The Prior Lake Economic Development Authority is a public body politic and a political subdivision of the State of Minnesota. The affairs of the Authority shall include, but not be limited to, promoting the growth, development and redevelopment of commercial industrial concerns in Prior Lake. The primary purpose of the 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 II - OFFICES AND BOUNDARIES 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. 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. 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. Meetings of the Authority shall be conducted at the City Council Chambers at Fire Station 1, 16776 Fish Point Road. ARTICLE III - BOARD OF COMMISSIONERS The management of all of the affairs, property and business of the 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). The terms of the Commissioners shall be as set forth in the Enabling Resolution. 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. EDABYLAW.DOC - 1 All vacancies in the Board of Commissioners, whether caused by resignation, termination of Councilmembers, death or otherwise, shall be filled by-City-Getneif- Mayoral appointment with City Council confirmation. ARTICLE IV - MEETINGS 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. 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. 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 V - OFFICERS The officers of the Authority shall be a President, a Vice President, a Secretary and a Treasurer who shall be elected by the Board to a one year term on a calendar year basis and shall hold office until their successors are elected and qualified. The President, Vice President, and Treasurer shall be members of the Board of Commissioners. The City Manager's designee will serve as the Secretary. The President shall preside at all meetings of the Authority, shall sign or counter-sign all certificates, contracts and other instruments of the Authority as authorized by the Board of Commissioners, shall make reports to the Board of Commissioners, and shall perform all such other duties as are incident to the office or are properly required by the Board of Commissioners. The Vice President shall exercise all the authority and fulfill all the functions of the President during any absence or disability of the President. The Secretary shall issue notice for all meetings, (except that notice for special meetings called at the request of Commissioners as provided herein) shall keep minutes of all meetings, and shall make such reports and perform such other duties as are incident to the office, or are properly required by the Board of Commissioners. 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. In the case of the absence or inability to act of any officer of the Authority and of any person herein authorized to act in his or her place, the Board of Commissioners may from time to time delegate the powers or duties of such officer to any other officer, or any Commissioner whom it may select at any regular or special meeting. EDABYLAW.DOC -2 The salaries of Commissioners of the Authority shall be $40.00 per meeting. ARTICLE VI -ATTENDANCE AND EXPENSES Any Commissioner who is absent from three (3) consecutive duly called meetings of the Board shall be deemed to have resigned unless the absentee provides a satisfactory explanation to the President and the President so notes in the records of the Authority. Commissioners and officers may be 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 (mileage. meals. etc.). ARTICLE VII - FINANCE AND ADMINISTRATION 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. The fiscal year of the Authority shall be the same as the fiscal year of the City of Prior Lake. 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. The books and records of the Authority shall be kept at the Authority office in the City of Prior Lake, Minnesota. ARTICLE VIII - POWERS The Authority may exercise all of the powers contained in the Enabling Resolution consistent with Minnesota Statutes, Sections 469.090 to 469.108. The Authority may exercise all of the powers contained in the Housing Act, Minnesota Statutes, Sections 469.001 to 469.047. The Authority may exercise all of the powers of an Agency contained in the Development Act, Minnesota Statutes, Sections 469.124 to 469.134. 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. 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 6 of the Housing Financing Act. The Authority may exercise all of the powers of an Authority contained in the Tax Increment Act, Minnesota Statutes, Section 469.174 to 469.179. EDABYLAW.DOC -3 - 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. ARTICLE IX - LIMITATION OF POWERS The Authority shall not issue any bonds without the prior approval by the City Council. The Authority shall not participate as a limited partner in a development project without the prior approval of the City Council. All official actions of the 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. The Authority must submit a comprehensive description of its administrative structure, management practices and bylaws, to the City Council for approval. ARTICLE X -ANNUAL REPORT AND BUDGET The Authority shall prepare an annual report describing its activities and providing an accurate statement of its financial condition. The annual report shall be prepared and submitted to the City Council by March 1 each year. The Authority shall prepare an annual budget projecting anticipated expenses and sources of revenue. The annual budget shall be prepared and submitted to the City Manager of the City of Prior Lake by September 1 each year. The financial statements of the Authority must be prepared, audited, filed and 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 XI - NOTICES Whenever the provisions of an applicable statute or these Bylaws require notice to be given to any Commissioner or officer, the provisions shall not be construed to mean personal notice unless explicitly stated; such notice may be given in writing by U.S. Mail, in a postage-paid, sealed wrapper, addressed to the Commissioner or officer at his or her address as appears in the books of the Authority, and the time when the notice is mailed shall be deemed to be the time of the giving of such notice. In the case of special meetings, the presence of any member of the commission at a special meeting shall constitute a waiver of any formal notice of the meeting unless the commissioner attends for the specific purpose of objecting to the holding of such meeting. ARTICLE XII - STAFF The City Manager, who shall act as Executive Director to the Authority, shall utilize City staff as needed for carrying out the purposes of the Authority. In addition, the City Manager as specified and directed by the Board of Commissioners may retain such additional professional assistance as may be necessary to ensure the proper and efficient operation of the Authority. EDABYLAW.DOC -4- ARTICLE XIII - SEAL The official seal of the Authority shall be the same as the official seal of the City of Prior Lake. ARTICLE XIV - INDEMNIFICATION 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. 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 XV -AMENDMENT OF BYLAWS 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. ARTICLE XVI - MISCELLANEOUS All meetings of the Authority shall be governed by City Council Bylaws. 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 XVII - CODE OF CONDUCT Commissioners will adhere to the following: 1) A Commissioner's opinions pertaining to a function, organization or specific application or issue shall not be given to the public or media unless there is a clear qualification that the opinion is that of the member and not the official opinion of the Authority or the City, If a Commissioner gives or represents the opinions of the EDA, he/she shall do so only after receiving the official direction from the EDA. 2) The conduct of Commissioners shall reflect positively upon the EDA, individual member and city. 3) Commissioners shall avoid any actual or apparent impropriety. EDABYLAW.DOC -5 ECONOMIC DEVELOPMENT AUTHORITY OFFICERS Approved December 21, 1998 (amended 3/22/99) President Bob Barsness Vice President e \` Treasurer 'fir Executive Director Frank Boyles Assistant Treasurer Ralph Teschner Secretary Kelly Meyer II Liaison to Business Community Paul Viereck 7 EDABYLAW.DOC -6