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10.c Resolution 03-18-15-06 Adopting EDA Bylaws Staff Report Date of Meeting: March 18, 2025 For: Honorable Mayor and Council From: Kyle Morell, City Administrator Subject: Resolution 03-18-25-06 Adopting EDA Bylaws Background: The City Council, acting as the EDA, decided to see if any residents or business owners would be interested in serving on the EDA. Nine applications were received, and six people were interviewed. It was determined that enough qualified applicants applied that they directed staff to revise the EDA By-Laws, removing the Council as the EDA and allowing appointed residents or business owners to serve as EDA Commissioners. The attached bylaws reflect the requested amendment. However, as Article I, Section 5 states, Minnesota State Statute requires two members of the City Council to be voting members of the EDA. Therefore, the amended bylaws call for a seven-member board of two council members and five appointed residents or business owners. It is also the recommendation of the City Attorney that the EDA Bylaws be approved by Resolution. Since this was not done previously when the bylaws were written in 2023, I have included Resolution 03-18-25-06 Adopting EDA Bylaws for your consideration. This is the clean version of the bylaws approved by the EDA at their meeting on March 18. Options: 1) Approve Resolution 03-18-15-06 Adopting EDA Bylaws 2) Table for future discussion. Recommendation: Option 1 Attachment: Resolution 03-15-18-03 – Adopting EDA Bylaws CITY OF SCANDIA RESOLUTION NO. 03-18-25-06 STATE OF MINNESOTA COUNTY OF WASHINGTON CITY OF SCANDIA RESOLUTION AMENDING THE ECONOMIC DEVELOPMENT AUTHORITY BYLAWS OF THE CITY OF SCANDIA WHEREAS, the City Council has adopted Resolution No. 04-18-23-03 establishing an Economic Development Authority; and WHEREAS, the City Council reviews and approves the Bylaws of the Economic Development Authority; and WHEREAS, the EDA Bylaws are presented below. BYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF SCANDIA, MINNESOTA ARTICLE I – THE AUTHORITY Section 1. Name of Authority. The name of the Authority 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 Authority. 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 Authority. 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. 05-21-13- 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. The City Council on April 18, 2023, after a duly noticed public hearing held pursuant to the Act, approved Amended and Restated Resolution No. 04-18-23-03. Resolution No. 03-18-25-06 Page 2 of 5 Section 5. Commissioners. As required by Section 469.095, Subdivision 2 of the Act, the Scandia Economic Development Commission has to be made up of seven (7) voting members. Two (2) members will be members of the City Council, whose terms on the EDA shall coincide with their Council terms. Five (5) members shall be Scandia residents or business owners, who will serve alternating six (6) year terms. ARTICLE II – 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 the Treasurer and the Assistant Treasurer shall sign all checks of the Authority. 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. Section 4. Secretary. 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 (or 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 Director. The Executive Director of the Authority shall be the City Administrator of the City. The Executive Director shall have the responsibilities as Resolution No. 03-18-25-06 Page 3 of 5 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 Board shall determine the selection and compensation of such personnel. ARTICLE III – MEETINGS Section 1. Regular Meetings. 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. Annual Meeting. An annual meeting of the Board shall be held in January or as soon as practical thereafter to elect officers per Article II above and to conduct any other business of the Board necessary to exercise the Authority’s powers, duties, and functions. Section 3. 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 a special meeting. The call for a 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 4. Quorum. The powers of the Authority shall be vested in the Board. Four 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 5. Rules of Procedure. Except as otherwise provided by federal or state laws or regulations, the proceedings of the Board shall be governed by those adopted by the City Council for the Council’s proceedings, which is currently Robert’s Rules of Order, Newly Revised, Tenth Edition. Section 6. 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 Resolution No. 03-18-25-06 Page 4 of 5 read aloud prior to a 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 1. Initial Approval and Amendments to Bylaws. 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 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 office, all pursuant to the procedural requirements contained in Section 469.095, Subdivision 5 of the Act. Section 5. Conflict of Interest Policy. The Board shall adopt a Conflict-of-Interest Policy, a copy of which shall remain on file in the Office of the Authority. Annually, each Commissioner and Employee of the Authority shall complete a Conflict-of-Interest Certificate and file it with the Secretary. Section 6. Depositories. In 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: ____________, 2025 ____________________________________ President ATTEST: _______________________________ Secretary Resolution No. 03-18-25-06 Page 5 of 5 NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCANDIA, WASHINGTON COUNTY, MINNESOTA, that it should and hereby does approve the Bylaws of the Economic Development Authority. Adopted this 18th day of March, 2025. CITY OF SCANDIA, MINNESOTA ______________________________ Steve Kronmiller, Mayor _____________________________ Kyle Morell, City Administrator