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HomeMy WebLinkAbout16-05 - ADMIN Resolution - Economic Development Authority - 2016/03/21IST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY i RESOLUTION NO. 16-05 RESOLUTION APPROVING AMENDMENT OF BYLAWS Section 1. Recitals. 1.01. The Board of Commissioners (`Board") of the St. Louis Park Economic Development Authority (the "Authority") has considered proposed certain amendments to its Bylaws. 1.02. Section 7.1 of the Bylaws provides for amendments to the Bylaws by majority vote of the Board at any regular or special meeting of the Authority. 1.03. The Board has determined that it is reasonable, expedient and in the best interest of the public to amend Section 5.1 of the Bylaws to authorize the Executive Director of the Authority to make payments or enter into contracts on behalf of the Authority for amounts not to exceed $200,000 without requiring the approval of the Authority. on 2. Approval of Amendment to Bylaws. The Authority hereby approves the to its Bylaws in the form attached to this Resolution as Exhibit A. �u Adopted by the Economic Development Authority March 21, 2016 Anne Mavity, President EDA Resolution No. 16-05 2 EXHIBIT A BYLAWS ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY ARTICLE I -THE EDA 1.1) Name. The name of the public body shall be the "St, Louis Park Economic Development Authority" which is referred to herein from time to time as the "EDA." 1.2) Seal of EDA. The seal of the EDA shall be in the form of a circle and shall bear the name of the EDA and the year of its organization. 1.3) Commissioners. The seven members of the St. Louis Park City Council shall serve as Commissioners of the EDA pursuant to Resolution 88-134 of the City Council of the City of St. Louis Park. 1.4) Powers. The powers of the EDA shall be vested in the Commissioners thereof in office from time to time. ARTICLE II - OFFICERS 2.1) Officers. The officers of the EDA shall consist of a President, a Vice President, a Secretary, a Treasurer, an Executive Director and such other officers and agents as may from time to time be chosen. Any of the offices except those of President and Vice President may be held by one person. The offices of Executive Director and Secretary shall not be held by a Commissioner. 2.2) President. The President shall preside at all meetings of the EDA. At each meeting the President shall submit such recommendations and information as the President may consider proper concerning the business, affairs and policies of the EDA. 2.3) Vice -President. The Vice -President shall have such powers and perform such duties as may be prescribed by the EDA. In the event of absence or disability of the President, the Vice - President shall succeed to the power and duties of the office of President. 2.4) Secretary. The City Clerk of the City of St. Louis Park shall serve as the Secretary. The Secretary shall give proper notice of all meetings. The Secretary shall keep the seal, and shall affix the same to any instrument requiring it and shall attest the seal by the Secretary's signature. The Secretary shall also be responsible for the minutes of all meetings and shall perform such other duties as the EDA shall prescribe. 2.5) Treasurer. The Treasurer shall keep accurate accounts of all moneys, drafts, and checks in the name of and to the credit of the EDA in such banks and depositories as a majority of the Commissioners shall designate from time to time. The Treasurer shall have power to endorse for deposit all notes, checks, and drafts received by the EDA. 2.6) Executive Director. The City Manager of the City of St. Louis Park shall serve as Executive Director, who shall have general supervision over the administration of its business and affairs, subject to the direction of the EDA. The Executive Director shall also serve as Assistant Treasurer. The Deputy City Manager of the City shall serve as Deputy Executive Director, who EDA Resolution No. 16-05 in the absence or disability of the Executive Director, shall succeed to the powers and duties of the Executive Director. 2.7) Additional Duties. The officers shall perform such duties and functions as may from time to time be required by the EDA or the bylaws or rules and regulations of the EDA. ARTICLE III - ELECTION OR APPOINTMENT OF OFFICERS 3.1) Elections, Term of Office, andQualifications. The President, Vice President, and Treasurer shall be elected annually at the first regular meeting of the EDA in January of each year. Such officers shall hold office until the next election successors are elected and qualify. 3.2) Appointed Offices. The Executive Director and Secretary shall by appointed by the EDA. Any person appointed to fill the offices of Executive Director, Secretary, or any vacancy therein, shall have such term as the EDA fixes, but no Commissioner of the EDA shall be eligible to these offices. 3.3) Vacancies. Should the office of President or Vice -President become vacant the EDA shall elect a successor from its membership at the next regular meeting, and such election shall be for the unexpired term of said office. When the offices of Executive Director or Secretary become vacant, the EDA may appoint a successor. 3.4) Additional Personnel. The EDA may from time to time employ or use such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by law. The selection and compensation of such personnel (including the Executive Director and any Deputy Executive Director) shall be determined by the EDA in accordance with law. ARTICLE IV - MEETINGS 4.1) Regular Meetings. Regular meetings of the EDA shall be held at the regular meeting place of the St. Louis Park City Council on the first and third Monday of each month, at 7:00 p.m., provided, however, that when the schedule of regular meetings of the St. Louis Park City Council in any year provides for a City Council meeting on a day other than the first and third Monday, the regular meeting of the EDA shall be held at 7:00 p.m. on the date of the regular City Council meeting. 4.2) Special Meetings. Special meetings of the EDA may be called by the President or three (3) commissioners for the purpose of transacting any business designated in the call. The call for special meeting shall be delivered in compliance with state law and shall conform with the procedures applicable to the City Council for the calling of special meetings. 4.3) Quoium. Four (4) Commissioners shall constitute a quorum for the purpose of conducting the business of the EDA and exercising its powers and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. 4.4) Voting. When a quorum is in attendance, action may be taken by the EDA upon an affirmative vote of four (4) Commissioners. 4.5) Order of Business. At the regular meetings of the EDA, the following shall be the order of business: EDA Resolution No, 16-05 4 1. Roll Call 2. Approval of agenda 3. Approval of consent agenda 4. Approval of minutes 5. Unfinished business 6. New business 7. Communications and bills 8. Adjournment 4.6) Resolutions. All resolutions shall be in writing and shall be copied in the journal of the proceedings of the EDA. 4.7) Manner of Voting. The manner of voting on all questions coming before the EDA shall conform to the procedures applicable to the St. Louis Park City Council and may be by voice or roll call. Upon request of any Commissioner, the yeas and nays shall be entered upon the minutes of such meeting. ARTICLE V - ADMINISTRATION OF FINANCES 5.1) Contracts, Checks and Drafts. . The Executive Director shall be the chief purchasing agent of the EDA. All purchases on behalf of the EDA shall be made, and all contracts shall be let, by the Executive Director, provided that the approval of the EDA must be given whenever the amount of such purchase or contract exceeds $200,000. All contracts, bonds, and instruments of every kind to which the EDA is a party shall be executed in the name of the EDA and shall be signed by the President and Executive Director. Execution of any instruments by the President and Executive prior to October 16, 2006, but not attested by the Secretary or endorsed with the EDA seal, is ratified. 5.2) Manner of Presentation of Claims. All bills, invoices, statements and claims for payment of money in discharge of any obligation of the EDA shall be filed with the Executive Director/Assistant Treasurer who shall cause the same to be examined and entered into the record. Each claim against the EDA shall be accompanied by either an itemized bill or payroll, or time sheet, each of which shall be approved and signed by the responsible officer who vouches for the correctness and reasonableness thereof and, except in the case of salaries and wages of employees and laborers of the EDA, shall be accompanied by the claimant's verified statement of claim as required by law. 5.3) Pa ment of Claims. The Executive Director/Assistant Treasurer is authorized to pay all claims determined to be proper obligations of the EDA and consistent with the budget approved by the EDA. The Executive Director/Assistant Treasurer shall cause a list of newly paid claims to be prepared for EDA review at each regular meeting of the EDA. 5.4) Facsimile Signatures on EDA Checks. Orders and checks may be combined into a single instrument and may be issued on behalf of the EDA upon affixing facsimile signatures of the President and Executive Director/Assistant Treasurer. EDA Resolution No. 16-05 ARTICLE VI - INDEMNIFICATION 6.1) Indemnification. The EDA shall be authorized to the fullest extent permitted by law to indemnify any person against expenses and liabilities arising by reason of the fact that the person is or was a Commissioner, officer, employee, or agent of the EDA: 6.2) Insurance. The EDA may purchase and maintain insurance on behalf of any indemnified person in that person's official capacity against any liability asserted against that person and incurred by that person in such capacity whether or not the EDA would have been required to indemnify the person against the liability under Section 6.1 hereof, ARTICLE VII - AMENDMENTS TO BYLAWS 7.1) Amendments to Bylaws. These bylaws shall be amended only with the approval of at le st ur (4) of the members of the EDA at a regular or a special meeting. for Administration: Adopted by the Economic Development Authority December 7, 1998 Amended October 16, 2006 A_ Amended March 21, 2016 Tom H n , hkeeutiVe Director Anne Mavity, President Attest �JAAI^ n Secr toy