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HomeMy WebLinkAbout9B - Res. Amending EDA Bylaws 4646 Dakota Street S.E. Prior Lake, MN 55372-1714 MEETING DATE: AGENDA #: PREPARED BY: AGENDA ITEM: DISCUSSION: ALTERNATIVES: RECOMMENDED MOTION: ECONOMIC DEVELOPMENT AUTHORITY AGENDA REPORT MARCH 19,2007 9B PAUL SNOOK CONSIDER APPROVAL OF A RESOLUTION DESIGNATING AN OFFICIAL DEPOSITORY AND AMENDING THE EDA BYLAWS Introduction The Economic Development Authority is asked to consider amending the Bylaws regarding a quorum, and designation of an official depository. Quorum The Economic Development Authority Bylaws (under Article IV) stipulate that less than a quorum may adjourn any meeting which may be held on a subsequent date and time certain provided a quorum is present at such deferred meeting. At the same time the EDA Bylaws (under Article XVI) requires that the EDA meetings be governed by the Bylaws governing the conduct of the City Council meetings, which (the City Council Bylaws) do not allow for less than a quorum adjourning a meeting. Desianation of Official Depositorv The EDA Bylaws specify that the EDA designate an official depository every two (2) years. The appointment of the official bank for City funds takes place every four (4) years. To realize efficiency, it is recommended that the EDA Bylaws be amended so that the designation of a depository for EDA funds coincides with the designation of the official bank for City funds; both being every four (4) years. The EDA last designated a depository at its January 18, 2005 meeting. The two (2) year period as stipulated in the Bylaws was January of 2007. The City's current appointment of U.S. Bank as its official bank extends through December 31, 2008. The EDA should consider whether it is in the EDA's interest to designate U.S. Bank as depository for EDA funds, effective the date of the attached resolution through December 31, 2008, and amend the EDA Bylaws accordingly. Staff recommends that the Bylaws be amended to delete reference to the EDA being able to adjourn a meeting with less than a quorum, and to designate an official depository every four (4) years.. 1. Approve the resolution amending the Bylaws to provide for a bank depository designation every four years, and delete reference to the EDA being able to adjourn a meeting with less than a quorum. 2. Defer for a specific reason Alternative 1 ATTACHMENTS: Amended Economic Development Authority bylaws Reviewed by: Frank Boyles, City Manager / EDA Executive Director www.cityofpriorlake.com Phone 952.447.9800 / Fax 952.447.4245 Motion By: Second By: WHEREAS, The City has an Economic Development Authority, with the powers granted through Minnesota Statutes; its Bylaws and Enabling Resolution require the EDA to designate an official depository every two (2) years for the deposit of Economic Development Authority funds, and WHEREAS, The designation and appointment of the official bank for City funds takes place every four (4) years, and WHEREAS, In order to coincide with the current appointment by the City of the official bank for City funds, the Economic Development Authority designates U.S. Bank as depository for its funds effective the date of this resolution through December 31, 2008, and WHEREAS, In order to coincide with the evaluation process the City uses to select an official depository" the Economic Development Authority hereby amends its bylaws so designation of depository for Economic Development Authority funds coincides with appointment by the City of the official bank for City funds., and WHEREAS, As stipulated in Article XVI of the Economic Development Authority Bylaws, the conduct of meetings of the Economic Development Authority shall be governed by the Bylaws governing the conduct of the City Council, and WHEREAS, Article IV of the Economic Development Authority Bylaws, in allowing less than a quorum to adjourn any meeting, is contrary to Article XVI, and WHEREAS, The Economic Development Authority hereby amends its bylaws in order for the conduct of meetings of the Economic Development Authority to be governed by the Bylaws governing the conduct of the City Council. NOW THEREFORE, BE IT HEREBY RESOLVED BY THE ECONOMIC DEVELOPMENT AUTHORITY 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 attached hereto and incorporated herein as if fully set forth. 3. The Bylaws are amended to read as follows: www.cityofpriorJake.com Phone 952.447.9800 / Fax 952.447.4245 Article VII, "Every four years the Economic Development Authority shall name a national or state bank within the state as depository" Article IV, "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." PASSED AND ADOPTED THIS 19th DAY OF MARCH, 2007. YES NO Millar Millar Erickson Erickson Haugen Haugen Hedberg Hedbera LeMair LeMair Frank Boyles, Executive Director H:\EDA\2007 Annual Meeting\EDA Resolution Designating Depository and Amending Bylaws 3-19-07 - 2.doc 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 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 and industrial concerns in Prior Lake (hereinafter lithe Citv"). The primary purpose of the EDA is to serve as an Economic Development Authority (EDA) pursuant to Minnesota Statutes, Section 469.090 to 469.108. The EDA shall be governed by all requirements of said statute, the Enabling Resolution passed by the Prior Lake City Council and any amendments to the Enabling Resolution which may be enacted by the City Council in the future. ARTICLE II - OFFICES AND BOUNDARIES The principal office of the EDA shall be in the City Hall of the City of Prior Lake, 16200 Eagle Creek I\-venue 4646 Dakota Street S. E., County of Scott, State of Minnesota. trhe EDA may also have offices at such other places as the Commissioners of the EDA may from time to time appoint, or as the business of the EDA may require. The territory in which operations of the EDA are principally to be conducted consists of the City of Prior Lake in Scott County in the State of Minnesota. ARTICLE III - BOARD OF COMMISSIONERS The management of all of the affairs, property and business of the EDA shall be vested in a five (5) member Board of Commissioners. The members of the City Council shall serve as the Board of Commissioners. A vacancy is created in the membership of the EDA when a City Council member of the EDA ends council membership. A vacancy for this or another reason must be filled for the balance of the unexpired term, in the manner in which the original appointment was made. The City Council may set the term of the commissioners who are members of the City Council to coincide with their term of office as members of the City Council. Minn. Stat. 469.095, subd. 2(f). All vacancies in the Board of Commissioners of the EDA, whether caused by resignation, termination of Councilmembers, death or otherwise, shall be filled by the successor to the Council position. The Board of Commissioners may exercise all powers of the EDA and do all such lawful acts and things as are authorized pursuant to Minnesota State Statutes, the Enabling Resolution or pursuant to these Bylaws. A commissioner, including the president, shall be paid for attending each regular or special meeting of the EDA in an amount to be determined by the City Council. In addition to receiving pay for meetings, the commissioners may be reimbursed for actual expenses incurred in doing official business of the EDA Bylaws Revised 3-19-07 - 2 - 1 - EDA. All money paid for compensation or reimbursement must be paid out of the EDA's budget. (Minn. Stat. 469.095, subd. 4). A-RfrICLE IV - MEETINGS The EDA shall meet monthly as determined by the EDA at the City Council Chambers at Fire Station 1, 16776 Fish Point Road. At least seven (7) days written notice of such meetings shall be given to the Commissioners. Meetings will be held at 5:30pm before the City Council meeting. Notice of a regular meeting shall comply with the requirements of the Minnesota Open Meeting Law. Three Commissioners shall constitute a quorum for the purpose of conducting business. Less than a quorum m:3Y, hov:e'ler, :3djourn any meeting, which m:3Y be held on :3 subsequent date and time certain \,\'ithout further notice, provided :3 quorum is present at such deferred meetingl. Commissioners are to notify the staff prior to the meeting if they are unable to attend. ARTICLE V - OFFICERS, DUTIES AND RULES The EDA shall elect a president, a vice-president, a treasurer, a secretary, and an assistant treasurer. The EDA shall elect the president, treasurer, and secretary annually. A commissioner must not serve as president and vice-president at the same time. The other offices may be held by the same commissioner. The offices of secretary and assistant treasurer need not be held by a commissioner. The officers have the usual duties and powers of their offices. They may be given other duties and powers by the EDA. The treasurer shall receive and is responsible for EDA money, is responsible for the acts of the assistant treasurer, shall disburse EDA money by check only, shall keep an account of the source of all receipts, and the nature, purpose and amount of all disbursements, and shall file the EDA's detailed financial statement with its secretary at least once a year at times set by the EDA. The assistant treasurer has the powers and duties of the treasurer if the treasurer is absent or disabled. The treasurer shall give bond to the state conditioned for the faithful discharge of official duties. The bond must be approved as to form and surety by the EDA and filed with the secretary. The bond must be for twice the amount of money likely to be on hand at anyone time, as determined at least annually by the EDA provided that the bond must not exceed $300,000. (Minn. Stat. 469.096) ARTICLE VI- FINANCE AND ADMINISTRATION EDA money is public money. The monies of the EDA shall be deposited in the name of the EDA in such bank or banks as the Board of Commissioners shall designate. The EDA check must be signed by the treasurer and one other officer named by the EDA in a resolution. The check must state the name of the payee and the nature of the claim that the check is issued for. (Minn. Stat. 469.096) The nature, number and qualification of the staff required by the EDA to conduct its business according to these Bylaws shall be annually determined by the Board of Commissioners. Any agreement shall set forth in reasonable detail the nature of the EDA services to be performed, the cost basis for such services and the payment to be made by the EDA. EDA Bylaws Revised 3-19-07 - 2 - 2 - The books and records of the EDA shall be kept at the EDA office in the City of Prior Lake, Minnesota. The EDA's detailed financial statement must show all receipts and disbursements, their nature, the money on hand, the purposes to which the money on hand is to be applied, the EDA's credits and assets, and its outstanding liabilities in a form required for the City's financial statements. The EDA shall examine the statement together with the treasurer's vouchers. If the EDA finds that the statement and vouchers are correct, it shall approve them by resolution and enter the resolution in its records. ARTICLE VII- DEPOSITS, DEFAULT, COLLATERAL Every twe- four years the EDA shall name national or state banks within the state as depositories. Before acting as a depository, a named bank shall give the EDA a bond approved as to form and surety by the EDA. The bond must be conditioned for the safekeeping and prompt repayment of deposits. The amount of bond must be at least equal to the maximum sums expected to be deposited at anyone time. When EDA funds are deposited by the treasurer in a bonded depository, the treasurer and the surety on the treasurer's official bond are exempt from liability for the loss of the deposits because of the failure, bankruptcy, or other act or default of the depository. However, the EDA may accept assignments of collateral from its depository to secure deposits just as assignments of collateral are permitted by law to secure deposits of the City. (Minn. Stat. 469.099) ARTICLE VIII- POWERS The EDA may exercise all of the powers contained in the Enabling Resolution consistent with Minnesota Statutes, Sections 469.090 to 469.108. The EDA may exercise all of the powers contained in the Housing Act, Minnesota Statutes, Sections 469.001 to 469.047. The EDA may exercise all of the powers of an Agency contained in the Development Act, Minnesota Statutes, Sections 469.124 to 469.134. The EDA may exercise all of the powers of a redevelopment agency contained in the Industrial Bond Act, Minnesota Statutes, Sections 469.152 to 469.165. The EDA may exercise all of the powers of a city contained in the Housing Finance Act, provided authorized to do so by ordinance of the Council pursuant to Section 462C.02, Subdivision 6 of the Housing Financing Act. The EDA may exercise all of the powers of an authority contained in the Tax Increment Act, Minnesota Statutes, Section 469.174 to 469.179. The EDA may exercise such powers as may be contained in other laws applicable to economic development authorities or housing and redevelopment authorities not specifically described herein. ARTICLE IX - LIMITATION OF POWERS All official actions of the EDA must be consistent with the adopted Comprehensive Plan of the City and with any official controls adopted by the City Council to implement the Comprehensive Plan. ARTICLE X - ANNUAL REPORT AND BUDGET EDA Bylaws Revised 3-19-07 - 2 - 3 - An EDA shall not levy a tax or special assessment, except as otherwise provided in Minn. Stat. 469.090 to 469.108, pledge the credit of the City or incur an obligation enforceable on property not owned by the EDA. Annually, at a time fixed by resolution or ordinance of the city, the EDA shall send its budget to the CGity CGouncil. The budget must include a detailed written estimate of the amount of money that the EDA expects to need from the CGity to do EDA business during the next fiscal year. The needed amount is what is needed in excess of any expected receipts from other sources. The fiscal year of the EDA shall be the same as the fiscal year of the City. Annually, at a time and in a form fixed by the City Council, the EDA shall make a written report to the City Council giving a detailed account of its activities and of its receipts and expenditures during the preceding calendar year, together with additional matter and recommendations it deems advisable for the economic development of the City. The financial statements of the EDA must be prepared, audited, filed and published or posted in the manner required for the financial statements of the City. The financial statements must permit comparison and reconciliation with the City's accounts and financial reports. The report must be filed with the state auditor by June 30 of each year. The auditor shall review the report and may accept it or, in the public interest, audit the books of the EDA. At the request of the City or -upon the auditor's initiative, the state auditor may make a legal compliance examination of the EDA including the salaries paid to the examiners while actually engaged in making the examination. The state auditor may bill monthly or at the completion of the audit. All collections received must be deposited in the general fund. (Minn.Stat. 469.100) ARTICLE XI - NOTICES Whenever the provisions of an applicable statute or these Bylaws require notice to be given to any Commissioner or officer, the provisions shall not be construed to mean personal notice unless explicitly stated; such notice may be given in writing by U.S. Mail, in a postage-paid, sealed wrapper, addressed to the Commissioner or officer at his or her address as appears in the books of the EDA, ~nd the time when the notice is mailed shall be deemed to be the time of the giving of such notice. Special meetings of the Board of Commissioners may be called at any time by the President, or, in his/her absence, by the Vice President or by any two (2) Commissioners. Notice of special meetings of the Board of Commissioners shall be given to each Commissioner at least three (3) days prior to the meeting via telephone, telegram, letter or personal contact and shall state the time, place and the business scheduled to come before the EDA. Public notice of a special meeting shall comply with the requirements of the Minnesota Open Meeting Law. In the case of special meetings, the presence of any member of the CGommission at a special meeting shall constitute a waiver of any formal notice of the meeting unless the CGommissioner attends for the specific purpose of objecting to the holding of such meeting. ARTICLE XII - STAFF The City Manager shall serve as the Executive Director to the EDA. The EDA may employ a chief engineer, other technical experts and agents, and other employees as it may require, and determine their duties, qualifications and compensation. (Minn. Stat. 469.097, subd. 1). EDA Bylaws Revised 3-19-07 - 2 -4- The EDA may contract for the services of consultants, agents, public accountants, and other persons needed to perform its duties and exercise its powers. (Minn. Stat. 469.097, subd. 2) The EDA shall use the services of the City Attorney. The City Attorney is its chief legal advisor. (Minn.Stat. 469.097, subd. 3) The EDA may purchase the supplies and materials it needs to carry out Minn. Stat. Sections 469.090 to 469.108. (Minn. Stat. 469.097, subd. 4) The EDA shall use the facilities of its City's purchasing department in connection with construction work and to purchase equipment, supplies, or materials. (Minn. Stat. 469.097, subd. 5) The City may furnish offices, structures and space, and stenographic, clerical, engineering or other assistance to the EDA. (Minn. Stat. 469.097, subd. 6) The EDA may delegate to one or more of its agents or employees powers or duties as it may deem proper. (Minn. Stat. 469.097,subd. 7) ARTICLE XIII - SEAL The official seal of the EDA shall be the same as the official seal of the City of Prior Lake. ARTICLE XIV - INSURANCE The EDA shall obtain a written opinion from the LMCIT regarding insurance coverage issues. The EDA shall purchase and maintain insurance as recommended by the LMCIT to cover the activities of the EDA including its Commissioners, officers, employees, agents and attorney. ARTICLE XV - AMENDMENT OF BYLAWS Alterations, amendments or repeal of the Bylaws may be accomplished -by a majority vote of the Commissioners entitled to vote at any meeting, if the notice of such meeting contains a statement of the proposed alteration, amendment or repeal. Notice of any alteration,1 amendment or repeal of the Bylaws shall be given in writing to each Commissioner at least ten (10) days prior to the meeting at which said proposed alteration, amendment or repeal shall be considered. ARTICLE XVI - MISCELLANEOUS The conduct of meetings of the EDA shall be governed by the ~aylaws governing the conduct of the City Council meeting. ARTICLE XVII - CONFLICT OF INTEREST Except as authorized in Minn. Stat. Section 471.88, a commissioner, officer or employee of the EDA must not acquire any financial interest, direct or indirect, in any project or in any property included or planned to be included in any project, nor shall the person have any financial interest, direct or indirect, in any contract or proposed contract for materials or service to be furnished or used in connection with any project. (Minn. Stat. 469.098) EDA Bylaws Revised 3-19-07 - 2 - 5 - ECONOMIC DEVELOPMENT EDA OFFICERS President. . . . . . ........ .................... .. . . . . . . ... ... Vice President........................................ Treasurer.............................................. . Executive Director.................................. Frank Boyles Assistant Treasurer................................ Ralph Teschner Secretary............................................... Charlotte Green EDA Attorney ......................................... Suesan Lea Pace EDA Bylaws Revised 3-19-07 - 2 - 6 -