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9.m) Staff Report-Draft EDA Resolution and Bylaws c� � , � �.. .� �.. � SCANDIA StaffRenort Date of Meeting: March 19, 2013 To: City Council From: Kristina Handt, City Administrator Re: Draft EDA Resolution and Bylaws Agenda Item#: 9.m) Background: The City Council has been discussing the creation of an Economic Development Authority (EDA) for a few months. The draft resolution and bylaws prepared by Attorney Pratt and briefly discussed at the March work session are included in your packet. Issue: Does the Council still want to create an EDA? If so, what should the membership be? What other powers should be included or limited in the Enabling Resolution? When should the public hearing be scheduled? Proposal Details: Council should decide on membership: EDA can have three, five or seven members. Staff recommends a five member board with two Council members. Council should decide on powers of EDA: Staff recommends language is added to the Resolution stating EDA can only use powers of eminent domain if first approved by Council. Council should decide date for public hearing: Notice of the public hearing must be published in a newspaper of general circulation in the City once a week for two consecutive weeks, and the first publication cannot appear more than 30 days before the public hearing date. Staff recommends holding the public hearing at the regular May Council meeting. f 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. Enablin�Resolution 1. Section 2.02: This language again restates how many EDA Commissioners 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 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 ESTABLISI�MENT 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 establislunent 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 Authority. 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 off'icial 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 ar�d 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. Commissioners. 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 coterminous with their respective terms on the City Council. ARTICLE II—OFFICERS Section l. 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 Comxnissioner 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. 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. 'I'he 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 determined by the Board. ARTICLE III—MEETINGS Section 1. Regular Meetin�. 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. Snecial 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. Comxnissioners 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 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 determined 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