5.a) Eckberg Lammers Memorandum-EDA Establishment Documents e �. �'�
ECKBERG LAMMERS
MEMORANDUM
To: Mayor Simonson and City Council
Kristina Handt, City Administrator
From: Andrew Pratt, Assistant City Attorney
Date: March 7, 2013
Re: Potential Economic Development Authority (EDA) Establishment Documents
Transmitted with this memorandum is a draft set of Bylaws and an enabling resolution that
eventually may be considered by the City Council for the establishment of an Economic
Development Authority ("EDA") for the City of Scandia, Minnesota (the "City"). These
materials are intended to be discussed at the Council's work session on Tuesday, March 12,
2013. I will be present at the work session to facilitate discussion.
As you can see from these documents, I have highlighted a few areas that may be of special
interest at the meeting. I have also discussed these matters with the City Administrator.
Bvlaws
1. Article III, Section 5 (Commissioners): The EDA Board of Commissioners may have
three, five, or seven members. For a three-member Board, at least one member must be a
Councilmember. For five- and seven-member Boards, at least two members must be
Councilmembers. Additional Councilmembers may be on the Board, or the entire Board
may consist of the Council. In my experience working with smaller cities on these
matters there is a mix of interested community members and Councilmembers, with the
intent being to make the EDA into a board expert in economic development to make
limited decision and to recommend other actions to the Council.
2. Article II, Section 6 (Executive Director): The EDA statutes allow for the appointment of
an executive director. I have temporarily put in the City Administrator as the Executive
Director, subject to more discussion if necessary.
3. Article IV, Section 1 (Miscellaneous): Amendments to the Bylaws are to be effective
upon approval of the City Council. This clause is not required (i.e. the EDA can make
and approve its own amendments) but is popular with most cities.
Enabling Resolution
1. Section 2.02: This language again restates how many EDA Cominissioners there will be,
as well as how many Commissioners will be Councilmembers.
2. Section 3.01: The EDA draws specific powers from its area of the statutes, and also may
draw upon certain economic development powers allocated to cities and housing and
redevelopment authorities. I have included these extra powers here. One of the specific
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powers previously mentioned during this process is the power of eminent domain.
EDA's are specially allocated this authority under Minnesota Statutes, Section 469.101,
Subdivision 4. Because the EDA is specifically assigned this power under state law, I
have not separately included it in the Bylaws or Enabling Resolution. Additionally, the
City may undertake a tax levy on behalf of the EDA, and, if the EDA has HRA powers,
the EDA may levy a tax for those purposes as well. To keep these documents relatively
simple, I have not included those technicalities.
After Council discussion I am certainly happy to amend and change these documents as needed.
I look forward to seeing you at next week's work session. In the meantime, do not ever hesitate
to contact me directly at 651.351.2125 or apratt@eckberglammers.com.
CITY OF SCANDIA
WASHINGTON COUNTY
STATE OF MINNESOTA
Councilmember introduced the following resolution and moved its adoption:
RESOLUTION NO.
RESOLUTION ENABLING THE ESTABLISHMENT OF THE ECONOMIC
DEVELOPMENT AUTHORITY OF THE CITY OF SCANDIA, MINNESOTA,
PURSUANT TO MINNESOTA STATUTES, SECTIONS 469.090 THROUGH
469.1082,AS AMENDED
BE IT RESOLVED by the City Council (the "Council") of the City of Scandia, Minnesota (the
"City"),as follows:
Section 1. Recitals.
1.01. The City is authorized pursuant to Minnesota Statutes, Sections 469.090 through
469.1082, as amended (the "Act") to establish an economic development authority for the City and the
Council desires to do so in order to promote certain economic, commercial, housing and industrial
development and redevelopment goals and objectives.
1.02. The Council hereby finds that the encouragement and financial support of economic
development and redevelopment in the City is vital to the orderly development and is in the best interests
of the health, safety,prosperity and general welfare of the residents of the City.
1.03. The City has caused notice of a public hearing on the establishment of an economic
development authority to be published in a newspaper of general circulation in the City once each week
for two consecutive weeks,and pursuant to such notice, a public hearing on the proposal has been held by
the Council on the date hereof, at which hearing all persons desiring to present their oral or written
comments on the proposal were given an opportunity to do so.
Section 2. Establishment of Economic Development Authoritv.
2.01. Pursuant to the Act, the Council establishes an economic development authority for the
City to be known as the Economic Development Authority of the City of Scandia, Minnesota (the
"EDA").
2.02. The EDA shall be governed by a board of commissioners consisting of [three] [five]
[seven] members, of whom shall be members of the Council. The terms of the EDA
commissioners shall be . The terms of the Council members serving as EDA
commissioners shall coincide with their respective terms of office on the Council. Each commissioner of
the EDA who is a member of the Council shall cease to be a commissioner effective at such time as he or
she is no longer a member of the Council, and a successor commissioner shall be appointed pursuant to
the Act to serve the remainder of the applicable term so vacated.
Section 3. Powers.
3.01. The EDA shall have all powers given to an economic development authority pursuant to
the Act, as the same may be amended or supplemented from time to time, including the powers of a
housing and redevelopment authority contained in Minnesota Statutes, Sections 469.001 through 469.047,
as amended, and the powers of a city under Minnesota Statutes, Sections 469.124 through 469.134, as
amended.
3.02. The sale of all general obligation or revenue bonds of the EDA must be approved by the
Council before such bonds or obligations are issued.
3.03. The EDA shall follow the budget process for City departments as provided by the City
and as implemented by the Council.
3.04. All actions of the EDA must be consistent with the adopted comprehensive plan of the
City and any official controls implementing the comprehensive plan.
3.05. The general budget of the EDA must be transmitted and approved by the Council at the
same time as the City's general budget.
The motion for the adoption of the foregoing resolution was duly seconded by Council member
, and upon a vote being taken thereon,the following voted in favor thereof:
and the following voted against the same:
Dated: , 20
Mayor
ATTEST:
City Administrator
BYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF SCANDIA,MINNESOTA
ARTICLE I—THE AUTHORITY
Section 1. Name of Authoritv. 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
thereo£ The Authority is governed by the provisions of Minnesota Statutes, Sections 469.080 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. _, approved
by the City Council of the City of Scandia, Minnesota on , 20_ (the "Enabling
Resolution"),pursuant to the Act. The Authority has all the powers set forth in the Enabling Resolution.
Section 5. Corrunissioners. In accordance with the Enabling Resolution, [three] [five]
[seven] commissioners will serve on the Board. _ City Council members will
simultaneously serve as Board Commissioners. The terms of the City Council members also serving as
Board Commissioners are coternunous with their respective terms on the City Council.
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 Treaswer 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.
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 (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 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 deternuned by the Board.
ARTICLE III—MEETINGS
Section 1. Regular 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. �ecial Meetin�. Special meetings of the Board may be called by the President
or by any 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.
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.
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Section 5. Manner of Votin�; 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 N—MISCELLANEOUS
Section 1. Amendments to Bylaws. 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 deternuned by the City
Council. In 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 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. 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: , 20_
President
ATTEST:
Secretary