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5.d) Staff Report-EDA Bylaws and Terms of Office � � � T��� �r— �'—�. , :� .`: >�. � SCANDIA Staff Reporl Date of Meeting: September 17, 2013 To: City Council From: Kristina Handt, City Administrator Re: EDA Bylaws and Terms of Office Agenda Item#: S.d) Background: Per the resolution establishing the EDA, the bylaws of the EDA must be approved by the City Council as well as the EDA Board. At their August 19, 2013 meeting,the EDA Board reviewed the sample bylaws prepared by City Attorney Pratt. Also at the August meeting, the EDA members drew numbers to determine what their initial staggered terms would be. Per the resolution creating the EDA the terms of the non-council members would be 3, 4, and 5 years initially then six years after that. Issue: Should the City Council approve the bylaws and terms of appointments? Proposal Details: The EDA is recommending one amendment to the Bylaws prepared by Pratt. A conflict of interest section has been added under Article IV. A conflict of interest policy was adopted by the EDA in August and staff is in the process of collecting the certificates. The EDA made the following recommendations on terms for non-council members: Triplett-3 years Isaacson-4 years Swenson-5 years Options: 1) Approve the bylaws and terms of appointment 2) Amend the bylaws and/or terms of appointment,then approve 3) Do not approve the bylaws and/or terms of appointment Recommendation: Option 1. , f BYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF SCANDIA, MINNESOTA ARTICLE 1—THE AUTHORITY Section 1. Name of Authority. The name of the Autharity shall be the "Economic Development Authority of the City of Scandia, Minnesota" (referred to herein as the"Authority"), and its governing body shall be called the Board of Commissioners (the "Board"). The Board shall be the body responsible for the general governance of the Authority and shall conduct its official business at meetings thereof. The Authority is governed by the provisions of Minnesota Statutes, Sections 469.090 through 469.1082, as amended(the"Act"). Section 2. Seal of Authoritv. As required by Section 469.096, Subdivision 1 of the Act, the Authority shall have an official seal,to be established and approved by the Board. Section 3. Office of Authoritv. The business office of the Authority shall be located at Scandia Community and Senior Center, 14727 209th Street North, Scandia, Minnesota. Section 4. Establishment. The Authority was established by Resolution No. OS-21-13-01, approved by the City Council of the City of Scandia, Minnesota on May 21, 2013 (the "Enabling Resolution"), after a duly noticed public hearing was held pursuant to the Act. The Authority has all the powers set forth in the Enabling Resolution. Section 5. Commissioners. In accordance with the Enabling Resolution, five commissioners will serve on the Board, who shall either be residents of or own real property in the area of operations of the Authority. Two City Council members will simultaneously serve as Board Commissioners. The terms of the City Council members also serving as Board Commissioners are coterminous with their respective terms on the City Council. ARTICLE 11—OFFICERS Section 1. Officers. The officers of the Authority shall be a President, Vice-President, Treasurer, Secretary, and Assistant Treasurer. The President and the Treasurer shall be members of the Board and elected annually. The Vice-President shall be a member of the Board and may hold office for any term designated by the Board. No Commissioner may be both President and Vice-President simultaneously. The Secretary need not be a member of the Board, but is elected annually by the Board. The Assistant Treasurer need not be a member of the Board and may hold office for any term designated by the Board. Section 2. President. The President shall preside at all meetings of the Board. Except as otherwise authorized by resolution of the Board, the President and the Secretary(or the Vice-President, in case of the Secretary's absence) shall sign all contracts, deeds and other instruments made or executed by the Authority, except that all checks of the Authority shall be signed by the Treasurer and the Assistant Treasurer. At each meeting of the Board the President shall submit such recommendations and information as the President may consider proper concerning the business, affairs and policies of the Authority. Section 3. Vice-President. The Vice-President shall perform the duties of the President in the absence of the President, and in case of the resignation of the President, shall perform such duties as are imposed on the President until such time as the Board shall select a new President. � r Section 4. Secretarv. The Secretary shall keep minutes of all meetings of the Board and shall maintain all records of the Authority. The Secretary shall also have such additional duties and responsibilities as the Board may from time to time and by resolution prescribe. Section 5. Treasurer; Assistant Treasurer. The Treasurer shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Board may select. The Treasurer and the Assistant Treasurer shall sign all orders and checks for the payment of money and shall pay out and disburse such money under the direction of the Board. The Treasurer shall keep regular books of accounts showing receipts and expenditures and shall render to the Board, at least annually (ar more often when requested), an account of such transactions and also of the financial condition of the Authority. The Treasurer shall post a bond as required by Section 469.096, Subdivision 6 of the Act. The Assistant Treasurer shall act as the Treasurer's agent and assistant to perform the above-described duties, subject to the Treasurer's approval thereof. Section 6. Executive Directar. The Executive Director of the Authority shall be the City Administrator of the City. The Executive Director shall have the responsibilities as enumerated in the Act and such additional responsibilities as the Board may from time to time and by resolution prescribe. Section 7. Additional Duties. The officers of the Authority shall perform such other duties and functions as may from time to time be required by the Board or these Bylaws, or the rules and regulations of the Authority. Section 8. Vacancies. Should the office of the President, Vice-President, Treasurer, Secretary or Assistant Treasurer become vacant, the Board shall elect a successor at its next regular meeting, or at a special meeting called for such purpose, and such election shall be for the unexpired term of said officer. Section 9. Additional Personnel. The Board may from time to time employ such personnel as it deems necessary to exercise its powers, duties and functions. The selection and compensation of such personnel shall be determined by the Board. ARTICLE III—MEETINGS Section 1. Re�ular Meetin�s. The regular meetings of the Board shall occur according to a meeting schedule, if any, adopted or revised from time to time by resolution of the Board. Section 2. Special Meetings. Special meetings of the Board may be called by the President or by any two members of the Board for the purpose of transacting any business designated in the call for special meeting. The call for special meeting may be delivered at any time prior to the time of the proposed special meeting(in accordance with state law notice requirements)to each member of the Board or may be mailed to the business or home address of each member of the Board. Notice of any special meeting shall be posted and published as may be required by law. Section 3. uorum. The powers of the Authority shall be vested in the Board. Three Commissioners shall constitute a quorum for the purpose of conducting the business and exercising the powers of the Authority and for all other purposes. When a quorum is in attendance, action may be taken by the Board upon a vote of a majority of the Commissioners present. Section 4. Rules of Procedure. The meetings of the Board shall be governed by the most recent edition of Robert's Rules of Order. Section 5. Manner of Voting; Adoption of Resolutions. Voting on all questions coming before the Board shall be by voice vote unless any Commissioner calls for a roll call vote. The yeas and nays shall be entered upon the minutes of such meeting. Resolutions need not be read aloud prior to vote. Resolutions are deemed adopted if approved by at least a simple majority of all Commissioners present. unless State law requires otherwise. ARTICLE IV— MISCELLANEOUS Section l. Initial Approval and Amendments to B I�s. These Bylaws shall not become effective until approved by the City Council. These Bylaws shall be amended only by written resolution of the Board. Amendments are to be effective only upon approval of the City Council. Section 2. Fiscal Year. The fiscal year of the Authority shall coincide with the fiscal year of the City of Scandia, Minnesota. Section 3. Commissioner Compensation. Commissioners of the Authority shall be paid for attending each regular or special meeting of the Authority in an amount to be determined by the City Council. ln addition. Commissioners shall be reimbursed for actual expenses incurred in doing official business of the Authority. All money paid for compensation or reimbursement must be paid out of the Authority's general budget. Section 4. Removal for Cause. A Commissioner may be removed by the City Council for inefficiency, neglect of duty, or misconduct in oftice, all pursuant to the procedural requirements contained in Section 469.095, Subdivision 5 of the Act. Section �. Conflict o1� Interest Policv. �I he l3e�ard shall adopt a Contlict of Interest Policv a coU�� ��f���hich shall remain on file in the Oftice of the Authority. Annually, each Commissioner and Employee ��f the Authority shall complete a Conflict of Interest Certificate and file it with the Secretary. � Section�b. Depositories. ln accordance with Section 469.099 of the Act, every two years the Authority shall name national or state banks within the State of Minnesota as depositories. Before acting as a depository, a named bank shall give the Authority a bond approved as to form and surety by the Authority. Approved: August 19, 2013. President ATTEST: Secretary