HomeMy WebLinkAboutCATA AMENDED ARTICLES OF INCORPORATION OF THE
CAPITAL AREA TRANSPORTATION AUTHORITY
ARTICLE I.
The name of this corporation is Capital Area Transportation Authority
hereinafter referred to as the "Authority
ARTICLE II.
The purpose or purposes for which the Authority is created are:
(1) To create a public authority to accomplish the purpose or purposes
for which authorities may be authorized pursuant to 55 P.A. of 1963 as amended,
which purpose or purposes are incorporated herein by reference.
(2) To plan, promote, purchase, acquire, establish, own, operate, or cause
to be operated, maintain, improve, enlarge, and modernize a mass transit system
in the greater Lansing area.'
(3) To do all things necessary, suitable and/or proper for the accomplish-
ment of the above purpose, purposes, and any one or more of them.
ARTICLE III.
The powers of the Authority shall be to do everything and anything
reasonably and lawfully necessary, proper, suitable, or convenient for the
achievement or furtherance of the purposes above stated. or for any of them.
These powers shall include, but not be limited to the following specific
powers; to issue self-liquidating or revenue bonds, to levy a tax on the real
and personal property located in 'the service area upon the approval of a majority
vote, to borrow money from a commercial or governmental institution.
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(3) The terms of the office of the Board members shall be three years,
with members appointed on a rotational schedule. The rotational schedule for
Board appointments is approved by the CATA Board with terms beginning at the
first regular Board meeting following the annual organizational meeting. If the
member is unable to complete their term of office, a successor shall be
appointed in the same manner as the original appointment to complete the term.
(4) The participating subdivisions shall not appoint persons to the CATA
Board of Directors that fall within any of the following categories:
a. Any individual who is an employee or agent of CATA, or
b. Any individual who is related to an employee, officer or agent
of CATA.
Relative is defined as spouse, parent, child, sister, brother, sister-in-law,
brother-in-law, son-in-law, daughter-in-law, grandchild, grandparent or legal
guardian.
This provision shall not apply to any Board Member serving. as of the date of the
adoption of this amendment,
(5) The governing bodies of the political subdivisions participating in
the Authority may remove any member for cause which it appoints to 'the Board, in
the same manner as the original appointment is made.
(6) The Board shall hold an annual organizational meeting each year,
unless deemed otherwise, at such place, date, and hour as shall be fixed by the
Board. The Board shall , at its annual meeting, elect a chairperson, vice-
chairperson, and secretary/treasurer who shall be members of the Board. Said
officers shall serve at the pleasure of the Board and shall have all the powers
assigned to them by the Board. The Board shall transact such other business as
may be necessary at its annual meeting and shall fix a time.and place for
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ARTICLE V.
(1) The Authority may be dissolved in accordance with statutory
provisions, and subject to the provisions set forth in Article V, paragraph 2,
below,
(2) The Authority may not be dissolved or its Articles amended if such
dissolution or amendment would or could operate as an impairment of any
authorized bonds.
(3) The Articles of Incorporation may be amended only by a majority vote
of the Board members then serving subject to veto by the governing body of any
political subdivision which is a member of •the Authority as set forth below:
a . After approval of the proposed amendments to the Articles, the
Authority shall send by certified mail with return receipt requested,
the proposed amendments to the clerk for each participating member
of the Authority.
b. The governing bodies of each participating member shall have forty-
five (45) days after receipt by their clerk in which to disapprove .
the proposed amendments and transmit a resolution of disapproval -to
the CATA Board.
C. Upon receipt of such resolution of disapproval , the proposed amend-
ments shall not become effective unless the CATA Board by two-thirds
vote of the members of the CATA Board then serving ratifies the
proposed amendments within 45 days after receipt of the resolution
of disapproval .
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AMENDED ARTICLES OF INCORPORATION OF THE
CAPITAL AREA TRANSPORTATION AUTHORITY
ARTICLE I.
The name of this corporation is Capital Area Transportation Authority
hereinafter referred to as the "Authority".
ARTICLE II.
The purpose or purposes for which the Authority is created are:
(1) To create a public authority to accomplish the purpose or purposes '
for which authorities may be authorized pursuant to 55 P.A. of .1963 as
amended, which purpose or purposes are incorporated herein by reference.
(2) To plan, promote, purchase, acquire, establish,' own, operate, or
cause to be operated, maintain, improve, enlarge, and modernize a mass transit
system in the greater Lansing area.
(3) To do all things necessary, suitable and/or proper for the
accomplishment of the above purpose, purposes, and any one or more of them.
ARTICLE III.
The powers of the Authority shall be to do everything and anything
reasonably and lawfully necessary, proper, suitable, or convenient for the
achievement or furtherance of the purposes above stated, or for any of them.
These powers shall include, but not be limited to the following specific
powers; to issue self-liquidating or revenue bonds, to levy a tax on the real
and personal property located in the service area upon the approval of a
majority vote, to borrow money from a commercial or governmental institution.
ARTICLE IV.
(1) The Authority shall be directed and governed by the Capital Area
Transportation Authority Board, herein referred to as the "Board" . Any
political subdivision which is within the service area as defined in 55 P.A.
of 1963 as amended, may become a member of the authority upon fulfillment of
the following prerequisites:
(A) Receiving bus service.
(B) Financially participating in an amount set forth by the Board
of Directors.
(C) Adoption of a resolution by the governing body.
(D) Acceptance thereof by resolution adopted by majority vote of
the Board.
(E) Compliance with the Bylaws and Policies of the Authority.
(2) Representation on the CATA Board shall be determined as follows:
Number of
Representatives
i. Less than 10,000 population and not a member of Non-voting
the Authority as of January 1 , 1975
ii. 10,000-35,000 population and not a member of the 1
Authority as of January 1, 1975
iii. 0-35,000 population and a member of the Authority 1
as of January 1 , 1975
iv. 35,001-50,000 population 2
v. 50,001-100,000 population 3
vi. 100,001-150,000 population 4
vii. 150,001 and up 5
If any political subdivision withdraws, the term of the Board member from that
political subdivision shall expire at the tine of withdrawal.
(3) The terms of the office of the Board members shall be three years,
with members appointed on a rotational schedule. The rotational schedule for
Board appointments is approved by the CATA Board with terms beginning at the
first regular Board meeting following the annual organizational meeting. If
the member is unable to complete their term of office, a successor shall be
appointed in the same manner as the original appointment to complete the term.
(4) The governing bodies of the political subdivisions participating
in the Authority may remove any member for cause which it appoints to the
Board, in the same manner in which the appointment is made.
(5) The Board shall hold an annual organizational meeting each year,
unless deemed otherwise, at such place, date, and hour as shall be fixed by
the Board. The Board shall, at its annual meeting, elect a chairperson,
vice-chairperson, and secretary/treasurer who shall be members of the Board.
Said officers shall serve at the pleasure of the Board and shall have all the
powers assigned to them by the Board. The Board shall transact such other
business as may be necessary at its annual meeting and shall fix a time and
place for regular meetings which shall be open to the public. All members of
the Board shall serve without compensation from the Authority, but shall be
entitled to reimbursement by the Authority of actual expenses incurred in the
discharge of their duties. In the conduct of the business of the Board, a
majority of the Board members then elected and serving shall constitute a
quoru:;:. On all voting issues before the Board, a majority of the Board
members present and voting shall be sufficient for the adoption of any
resolutions.
(2)
(6) The chairperson or any two members of the Board may call a special
meeting of the Board as set forth by CATA policy. The Board shall keep a
written or printed record of every meeting, which record shall be public.
(7) The Board shall provide a system of accounts to conform to the
uniform system required by law and shall provide for the auditing of said
accounts once a year by a competent certified public accountant. The Board
shall appoint an executive director and shall adopt rules, regulations, and
policies governing the employees, patrons, and facilities under its
jurisdiction.
(8) A Board member or any person holding appointment by the Board
shall not have any interest either directly or indirectly in any contract
entered into by the Authority, unless all material facts as to their
relationship or interest as to the contract are disclosed or known to the
Board, and the Board authorizes, approves or ratifies the contract without
counting the vote of the interested member.
(9) The Board shall furnish an annual report to the governing bodies
of all participating members with respect to the operation, maintenance and
financial condition of the Authority.
(10) The Board shall adopt bylaws , policies and procedures that it
deems necessary, suitable and/or proper for the conduct of the business of the
Board and for accomplishing the purpose or purposes for which the Authority is
created.
ARTICLE V.
(1) The Authority may be dissolved in accordance with statutory
provisions, and subject to the provisions set forth in Article V, paragraph 2,
below.
(2) The Authority may not be dissolved or its Articles amended if such
dissolution or amendment would or could operate as an impairment of any
authorized bonds.
(3) The Articles of Incorporation may be amended only by a majority
vote of the Board members then serving subject to veto by the governing body
of any political subdivision which is a member of the Authority as set forth
below:
a. After approval of the proposed amendments to the Articles, the
Authority shall send by certified mail with return receipt
requested, the proposed amendments to the clerk for each
participating member of the Authority.
(3)
b. The governing bodies of each participating member shall have
forty-five (45) days after receipt by their clerk in which to
disapprove the proposed amendments and transmit a resolution of
disapproval to the CATA Board.
C. Upon receipt of such resolution of disapproval, the proposed
amendments shall not become effective unless the CATA Board by
two-thirds vote of the members of the CATA Board then serving
ratifies the proposed amendments within 45 days. after receipt of
the resolution of .disapproval.
d. If a majority of the governing bodies of the participating members
disapprove of the proposed amendments, the proposed articles shall
not become effective, and the CATA Board shall not be empowered to
over-ride the participating members veto.
e. If a participating member fails to respond to the proposed
amendments within the 45 day time period set in (b) above, this
shall be tantamount to approval of the proposed amendments.
The foregoing Amended Articles of Incorporation were adopted by an
affirmative vote of the members elect of the Capital Area Transportation
Authority, at a meeting duly held on the h day of 19�s.
CAPITAL AREA TRANSPORTATION AUTHORITY
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Max D. 'Shunk, Board Chairman Ralph Ma sma, Board Vice-Chairman
Adopted: 4/17/85
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RhNSP/Or2TATI0N
MOOHI 112,111/N) kT15,y4 4 L}{l�S
Page,lssued; 19 Poge ]. of 2 pages
(FORM GII LY 22 ow ... �_ ti
Amendment Reference
' ! RFrr'lf'Pt ,-, 1 In,
AN ACT to provide for the incorporation of public authorities to acquire,own and
operate or cause to be operated mass transportation systems; to prescribe the rights,
aadc'::�es.`_zrzc:: a:�'. t_ urt_:Clue coil;r!et_bet.��zn su:h auFxri(irs a�'•d ai-
r ,.-� .ti i
{II yw.p❑✓hc:Or llri r(.it Cd6'11.4':_J,Gj iJ oni tOP oi-
he Pcople.Of the State of Michigan enact:
124.351 Mass transportation system;clefinition. - J
Sec. 1."Mass transportation systems"means all plants, equipment, work inslanxien- -
talities, real and personal property and rights, used or useful for transportation of pas-
sengers for hire,except taXieabS and airport limousines. I "
124.352 Klass transportation system; establishment of authority by city;
- articles of incorporation. - - - -
See.2. The legislative body of any city now or hereafter having a population of not
more: than 300,000 may incorporate a public authority for the purpose of acquiring,
owning, operating or causing to be operated, a mass transportation system in the city
and 10 mules outside the city. -111c authority shall not provide service in a locality out-
side of a city where alternative miss public transportation exists. Such authority shall
not engage in operations more than 10 miles beyond the corporate limits of the incor-
porating city witliout first complying with the provisions of Act. No. 254 of the Public
Acts of 19&3, as amended, being sections 475.1 to 479.49 of the Compiled Laws of
1918.. Iu respect to the conduct of those of its operations whether over regular routes
or irregular routes or in charter service which extend beyond the corporate limits of II
the city and 10 miles thereof, such authority shall be deemed a corninon motor earner
of passengers as defined in Act No. ?Si of the public Acts of 1933, as amended, and
shall be subject to all of the provisions thereof. 113e incorporation shall be accom-
plished by adoption of articles of incorporation by an affirmative vote of a majority of :
the members elect of the legislative body of the city. "111e fact of adoption shall be in-
dorsed on the articles of incorporation by the mayor and clerk of the city in form sub-
stantially as follows:.
"The foregoing articles of incorporation were adopted by an affirmative, vote of a
majority of the members elect of the (name of legislative body) of the city of............
............ county, - Michigan, at a meetinu duly held on the ....... (lay of ...........; A.D.
19fi3".
•'................................................._......:.....:..........
Mayor
........ ....... .......
Clerk _
'I'll(: articles of incorporation shall be published at least onc'c in a liewspaper de;iy,
mated in the articles and circulated within the area proposed to b:: ,ei�,cd by the Mass
bansportation system. One printed copy of such articles of incoiporaliuu cei tifird as a
"title copy" by the person or persons designated with the dale and place of the publi
c.1tion,shall Ile filed with the secretary of state:md with the alert: of Ow county within
which tilt- area to be served by the mess taurspol l:rliuu s)ste•m is located. The author-
ity shall become operative at the Blue provided in the articles of imoip:>rabon. The
validity of the incorporation shad be conclusively prt:;umc,l uule s gncsliunrd ill a
rou.il of competent julk(liction v:ithin GO days after Ills fdiml of the crrtificd i nhivs
with the secietuy of state alul with the county clef k.
I
lr `ll ai
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3rti+tti . 55 P.A. 1963
!I'3'j' I TRANSPORTATION ----.---------__.__-- �� �
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1 ages L _---.-. LAIy$' Page Issued: 1974 av
----- Mn,Mr 112A 21r
1113g � —�_ iFOi1Me RLV S2:OAS
. Amendment Reference
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124.353 Artides of incorporation; contents.
Sec. 3. The articles of incorporation shall state the name of the authority, the por-
poses for which it is created, the power, duties and limitations of the authority and its '
'officers, the method of selecting its governing body and officers, the parson or persons
who are charged with the responsibility of causing t}re articles of incorporation to he
published and the printed copies thereof to he.certified and filed as provided in sec- I I
Lion 2, and any other matters which the incorporators shall deem advisable, all of
which shall be subject to the provisions of the constitution and the statutes of the
state.,._ - e
- 124.354 Authority as body corporate; powers.
Sec. 4. flue authority shall be a body corporate with power to sue and be sued in ;
any court of this state. It shall possess all the powers necessary to carry out the pur-
poses of its incorporation and all things incident thereto. The authority by contract
may employ a management firm, either corporate or otherwise, to actually operate the :
mass transportation system, under the supervision of the authority. "Iluc enumeration 1
of powers of this act shall not be construed as a limitation on such general powers. I
} 124.355 Authority as body corporate;property;condemnation. -
See,5.The authority muv acquire property for a mass transportation system by pur-
chase, construction, lease, gift or devise, either within or without the area served by i.
such mass transportation system and may hold, manage, control, sell, exchange or
lease such property.The authority may, utilize any appropriate statute for the purlo w
of condemnation. Such condemnation proceedings%hull only he applicable to property
located within the corporate buundm ies of the political subdivision or subdiri%ions by
which the autlority is incorporated within the corporate boundaries of @re authority,
124.356 Fares; contracts.
Sec. 6. 1'he authority shall have authority to charge such fares and enter into con-. I
tracts for the service provided by the mass transportation system as shall he necessary
to pros ide funds to meet the obligations of said authority.
124.357 Self-liquidating revenue bonds.
Sec.7. For the purpose of acquiring,improving,enlarging or extending a mass trans.-
. .
portation system, the authority may issue self-liquidating revenue bonds in accordance ;
with.the provisions of Act No. 94 of the Public Acts of 1933, as amended,being sec-
Cons 141.101 to 141.139 of the Compiled laws of 1913, or any other act providing for
the issuance of such bonds. \10 such bonds shall be a general obligation of the author- I
ity,but shall he payable solely from the revenues of the mass transportation system.
- 124.358 Exemption from taxes;property. . '
Sea 5. All property owner�y or leased to the authority shall be exempt from all
taxes levied by the state and byte.political subdivisions in which the authority is in-
corporated. All such leased proper nt order to be exempt shall be used and owned by
iac with the authority for the operation of the. an-
the company which is kinder cool thorities transit system. The authority stall be required to pay taxes or assessments ;
upon its real and personal property situatct outside..the corporate l,oundarics in which '
the authority is incorporated.
124.359 Additional powers.
Sec.9.'1 he powers grouted by this act are. in addition to those granted by any other ..
statute. I
POLICY #400
BYLAWS OF THE BOARD OF DIRECTORS OF THE
CAPITAL AREA TRANSPORTATION AUTHORITY
BOARD, OFFICERS AND PERSONNEL
SECTION 1 .01 . BOARD. The governing body of the Authority is the Board which
shall exercise all of the powers and duties set forth under the Articles of
Incorporation.
SECTION 1 . 02 . OFFICERS . The officers of the Board shall include a
chairperson, a vice-chairperson and ' a secretary/treasurer , who shall be
elected from among its members.
SECTION 1 .03• ELECTION AND TERM OF OFFICE. The officers shall be elected by
the Board at its annual meeting. Each officer shall hold office until the
next annual meeting, and in any event until their successors) are elected and
qualified, unless subject to earlier termination for cause.
SECTION 1 .04. VACANCIES. Should any office become vacant, the Board shall
elect a successor from among its members at a regular or special meeting, and
such election shall be for the unexpired term of the office.
SECTION 1 . 05 . CHAIRPERSON. The Chairperson of the Board shall be its
presiding officer. The Chairperson has the right to propose motions and to
vote on all policies , resolutions , motions and ordinances. The Chairperson
shall co-sign, in accordance with Board policy, along with the Executive
Director in the name of the Authority, all contracts, deeds, mortgages, notes,
bonds and other instruments of indebtedness as set forth by Board policy and
approved by the Board. The Chairperson shall be a member ex-officio of all
Board committees and shall perform other duties as assigned by the Board.
SECTION 1 . 06 . VICE-CHAIRPERSON . In the absence or disability of the
Chairperson , the Vice-Chairperson shall perform all the duties of the
Chairperson , and when so acting, shall have all the powers of and be subject
to all the restrictions upon the Chairperson. The Vice-Chairperson shall
perform such other duties as assigned by the Board.
SECTION 1 .07 . SECRETARY/TREASURER. The Secretary/Treasurer shall present a
written report to the Board at its regularly scheduled meeting showing
revenues and expenditures made during the prior month and a check register for
goods and services. The Secretary/Treasurer shall sign all proceedings and
official actions of the Board . The Secretary/Treasurer shall perform other
duties as assigned by the Board.
SECTION 1 .08. RECORDING SECRETARY. An employee of the Authority shall be
appointed by the Board to act as Recording Secretary. The Recording Secretary
shall record all the minutes of the meetings of the Board and record all the
votes of the Board. The Recording Secretary shall ensure that all minutes ,
records and reports are properly maintained and filed as required by law;
shall perform all duties incidental to the office of Recording Secretary and
such other duties as may be assigned by the Board. The Recording Secretary
shall be responsible that all notices of all meetings of the Board are given
in accordance with the law and these Bylaws. Minutes shall be signed by the
Recording Secretary and forwarded to the Secretary/Treasurer for his/her
signature upon approval by the Board.
_SECTION 1 .09. DIRECTOR. The Director of the Authority is the chief executive
and operating officer of the Authority who is appointed by and directly
responsible to the Board.
MEETINGS
SECTION 2.01 . ANNUAL ORGANIZATIONAL MEETING. Unless changed by resolution of
the Board, the annual organizational meeting of the Board for the election of
its officers and the transaction of any other business shall be held the third
Wednesday in September at a time and place to be established by the Board.
SECTION 2.02. REGULAR MEETINGS. Regular meetings of the Board shall be held
at such times and places as established by the Board at its annual
organizational meeting. If the date fixed for any such meeting is a legal
holiday under State or Federal laws , then the meeting shall be held on the
next succeeding weekday not a legal holiday, or at such other time within the
month as may be determined by resolution of the Board. At such meetings the
Board may transact such business as may be brought before the meeting. The
Board may waive the need to hold a regular meeting as it deems appropriate.
SECTION 2.03. SPECIAL MEETINGS. Special meetings of the Board may be called
by serving on the members a written notice, authorized by the Chairperson or
two members of the purpose, time, and place of the special meeting. Written
notice shall be served on each Board member at least twenty-four (24) hours
prior to the meeting.
SECTION 2.04. NOTICE OF REGULAR MEETINGS. Notice of regular meetings shall
be given by mail to each member of the Board at least two days prior to the
day named for such meeting. If mailed, notice shall be deemed given by
depositing the same in a post office box, not less than 4 days prior to the
meeting date, postage prepaid, and addressed to the last known address of each
Board member.
SECTION 2.05. WAIVER OF NOTICE. Attendance of a Board member at a meeting,
in person, constitutes a waiver of notice of the meeting, except when the
Board member attends a Board meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
SECTION 2 . 06 . QUORUM. A majority of the Board members serving shall
constitute a quorum for the taking of official action by the Board.
SECTION 2.07. VOTING. All official action by the Board shall be taken in
public session. A roll call vote may be required by any Board member and such
request shall be honored. A secret ballot will only be permitted during the
election of officers. Secret ballot totals will be recorded into the minutes
by the Recording Secretary. On all voting issues before the Board, a majority
provided to each Board member and will be included in the official minute book.
In addition, the Chairperson may, with Board approval , appoint special
committees consisting of Board members and/or citizens. A specific date shall
be established for completion of a special committee assignment , extendable
only in unusual circumstances.
The following issues of the Board will normally be addressed through either
appointed committees or a committee of the whole:
1 ) Preliminary study of route and service changes
2) Preliminary study of budget recommendations
3) Preliminary study of personnel policies and labor negotiations
4) Preliminary study of marketing plans
The Chairperson may appoint standing committees to provide continuity to the
study of any issue. Standing committees will be automatically dissolved at
the end of term of office of the Chairperson who appointed the committee.
Committee of the Whole: The vote of the majority of Board members present at
a Committee of the Whole meeting shall be deemed sufficient to conduct
business. No final action on any issue may be taken in committee.
INDEMNIFICATION
SECTION 5.01 . POWER TO INDEMNIFY. CATA shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened , pending or completed action , suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of CATA , by reason of fact that he/she is or was a Board member,
officer, employee or agent of CATA, or is or was serving at the request of
CATA, against all costs, expenses and amounts of liability therefor, including
attorneys' fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him/her in connection with such action , suit or
proceeding if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of CATA, and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his/her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he/she reasonably
believed to be in or not opposed to the best interests of CATA, and with
respect to any criminal action or proceeding, had reasonable cause to believe
that his/her conduct was unlawful.
SECTION 5 .02. INDEMNIFICATION AGAINST EXPENSES UPON A SUCCESSFUL DEFENSE OF
ACTION• DETERMINATION TO INDEMNIFY.
(A) To the extent that a Board member, officer, employee or agent of CATA has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in section 5.01 , or in defense of any claim, issue or
matter therein, he/she shall be indemnified against all costs, expenses and
amounts of liability therefor , including attorneys ' fees actually and
of the Board members present and voting shall be sufficient for the adoption
of any resolutions.
SECTION 2.08. OPEN MEETINGS. All meetings of the public body. shall be open
to the public and shall be held in a place available to the general public.
All persons shall be permitted to attend any meeting unless the meeting is a
closed session as set forth by statute. A public notice shall be posted at
CATA' s principal office stating the time and location of all meetings required
to be public as well as CATA's address and phone number. Notice of special or
rescheduled meetings shall be posted at least eighteen (18) hours before the
meeting. Closed meetings may be held for the purposes of considering the
dismissal , suspension or disciplining of an employee, negotiation of a
collective bargaining agreement , consultation in regard to litigation or
settlement , to review applications for employment, real estate purchases, or
in accordance with statute. Minutes shall be kept of each meeting showing the
date , time , place, members present , members absent, and any decisions made.
No final action shall be taken by the Board in a closed meeting.
SECTION 2.09. ATTENDANCE AT BOARD MEETINGS. If a Board member neglects to
perform their duties by failing to attend three (3) scheduled meetings of the
Board or Committee in a one ( 1 ) year period, and their inattendance is without
valid reason given to the Board Chairperson, the Board member shall be asked
to resign from their position on the Board.
SECTION 2. 10. ROBERTS RULES OF ORDER. The rules contained in Roberts Rules
of Order shall govern the Capital Area Transportation Authority in all cases
to which they are applicable , and which they are not inconsistent with the
Bylaws of the Authority.
ORDER OF BUSINESS
SECTION 3.03• ORDER OF BUSINESS. The order of business for a regular meeting
of the Authority is as follows:
A. Call to Order
B. Minutes of Preceding Meeting
C. Treasurer's Report
D. Public Comment and Correspondence to the Board
E. Chairperson's Comments
F. Executive Director's Report
G. Committee Reports
H. Old Business
I. New Business
J. Public Comments
K. Adjournment
COMMITTEES
SECTION 4 . 01 . COMMITTEES. The Chairperson will appoint committees as
determined necessary. Appointments shall be approved by the Board. These
committees shall work on related items and will make committee recommendations
to the entire Board for appropriate action. Committee meeting minutes will be
reasonably incurred by the Board member, officer, employee or agent of the
corporation in connection therewith.
(B) Any indemnification under sections 5 .01 or 5 .02(A) , unless ordered by a
court, shall be made by CATA only as authorized in each specific case upon a
determination that indemnification of the Board member, officer, employee or
agent is proper in the circumstance because he/she has met the applicable
standard of conduct set forth in section 5.01 . Such determination shall be
made either by the Board by a majority vote of a quorum of disinterested Board
members who are not parties to such action, suit or proceeding or if such a
quorum is not obtainable, or even if obtainable, if a quorum of disinterested
Board members so directs, by independent legal counsel in a written opinion.
SECTION 5 .03. ADVANCE PAYMENT OF DEFENSE EXPENSES. Expenses incurred in
defending a civil or criminal action , suit or proceeding as described in
Sections 5. 01 or 5.02 may be paid by CATA in advance of the final disposition
of such action, suit or proceeding as authorized in the manner provided in
subsection (B) of Section 5.02 upon receipt of an undertaking by or on behalf
of the Board members , officers , employees or agents to repay such amount
unless it shall ultimately be determined that he/she is entitled to be
indemnified by CATA.
SECTION 5.04. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under section 5.01
is not paid in full by CATA within 90 days after a written claim has been
received by CATA, the claimant may at any time thereafter bring suit against
CATA to recover the unpaid amount of the claim and, if successful in whole or
in part , the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking
has been tendered to CATA) that the claimant has not met the standards of
conduct which make it permissible under the Michigan Business Corporation Act
for CATA to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on CATA. Neither the failure of CATA (including
its Board of Directors or independent legal counsel ) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Michigan Business Corporation
Act, nor an actual determination by CATA (including its Board of Directors or
independent legal counsel) that the claimant had not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that claimant had not met the applicable standard of conduct.
SECTION 5.05 . NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person
by sections 5.01 through 5.04 shall not be exclusive of any other right which
such person may have, or hereafter acquire under any statute , contract or
agreement, provision of the Certificate of Incorporation, bylaws, or otherwise
by law.
SECTION 5.06. INSURANCE. CATA may maintain insurance, at its expense, to
protect itself and any such Board member, officer, employee or agent of CATA,
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss , whether or not CATA would have
the power to indemnify such person against such expense, liability or loss
under the Michigan Business Corporation Act.
AMENDMENTS
SECTION 6.01 . AMENDMENTS. Upon ten days written notice to the members of the
Board, any or all of these Bylaws may be amended, altered , or repealed by the
Board at a regular or special meeting. Any changes of the Bylaws require a
majority vote of its members.
Adopted: 2/9/84
Amended: 8/15/84
9/17/86
LANSING REPRESENTATIVES TO THE CATA BOARD
Mr. Duane Allen Term Expires: September 1996
Mr. Dick Terwilliger Term Expires: September 1996
Mr. Max Shunk Term Expires: September 1995
Ms. Lucile Belen Term Expires: September 1994
�p qN 0 - 4A08 : 55 IC"D
IL Department of j;jt i
MEMORANDUM
��CpIGO� "Equal Opportunity Employer"
TO: MARILYNN SLADE, City Clerk
A j cA
FROM: MELVIN S. McWILLIAMS, Chief Assistant City Attorney
DATE: January 31, 1994
RE: CATA BOARD DOCUMENTS
I understand you were unsuccessful in obtaining Articles of Incorporation and By-Laws from
CATA. However, for your information, attached are copies of the same, along with a list of the
current City appointees.
While it appears that CATA is not a City board, you should have these organizing documents since
the City appoints four people to serve on the CATA Board.
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Attachments
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Office of City Clerk
City of Lansing
Marilynn Slade
City Clerk
December 3, 1993
Ms. Nan Elizabeth Casey
Reynolds, Guyselman & Casey, P. C.
Oakhill Professional Park
2400 Lake Lansing Road
Suite A
Lansing, MI 48912-3618
Dear Ms. Casey:
I have received your letter stating that the Capital Area Transportation Authority is not a "board"
under City Charter provisions.
I sent the letter requesting by-laws or rules of procedures to all possible boards at the request
of our City Attorney. Under new rules established by the City Council, he many times must
review board rules of procedure and minutes before he is able to approve placement of
resolutions on the City Council Agenda.
I have no problem with your response and not placing these items on file in our office. I will
place your response in our file.
Thank you for your assistance.
Sincerely,
Marilynn Slade
City Clerk
Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing,MI 48933-1695 • 517-483-4131 • 517-483-4088 TDD
r
cr�l
Reynolds, Guyselman & Casey, P.C.
Attorneys At Law
Oakhill Professional Park •2400 fake Lansing Road • Suite A• Lansing, Michigan 48912-3618
(517) 372-0676 0 PAX (517) 372-1116
November 29 , 1993 12-02-93A10 :27 RCVD
Ms. Marilynn Slade
City Clerk
Ninth Floor, City Hall
124 West Michigan Avenue
Lansing, Michigan 48933-1695
Dear Ms. Slade.'
My purpose in corresponding with you is to follow up on your
November 15, 1993 , correspondence with Mr. Max Shunk.
Mr. Shunk, as you know, is one of four City of Lansing appointees
to the Capital Area Transportation Authority Board of Directors.
He also serves as the chairman of the CATA Board.
Mr. Shunk sent me a copy of your letter and asked for my opinion
regarding your request. I have reviewed Article 5 of the Lansing
Charter as it, pertains to 1--he "'General Provisions for Boards, "
along with Act 55 of 1963 . It is my opinion, for the ;reasons
stated below, that CATA is not aboard as defined by Article 5 of
the City Charter. _
CATA, unlike the boards that are defined in Article 5-101, is a
creature of statute. specifically, CATA is established pursuant to
Act 55 of 1963 . CATA is a public authority with the specific
purpose of creating a transportation authority in the greater
Lansing area. While the Lansing City Council appoints
representatives to the CATA Board, so do the Townships of Lansing,
Meridian, and Delhi, along with the City of East Lansing. Clearly,
CATA is not a board that fits within the parameters or descriptions
in Article 5-102 of your Charter.
By way of further clarification, I would point out that the
provisions set forth in Article 5-103 that pertain to the
appointment of board members and the specific requirements for
boards do not pertain to CATA. The CATA Board of Directors,
pursuant to their Articles of Incorporation, set forth the
mechanisms .for appointing board members, the number of board
members,-;the expiration of board member terms,- and eligibility for
the board. For example, ,.Section 5-1.03 . 8 of the Lansing Charter
provides that-. each board ,will, be composed of eight• members:. It
four members shall be from the City
further goes on to -state that
at large and one member from each of the four wards.. Obviously,
this would not be applicable or possible under Act 55 of 1963 and
Prank Harrison Reynolds John Charles Guyselman Nan Elizabeth Casey Kerry M.Cole
Ms. Marilynn Slade
Page 2
November 29, 1993
the CATA board member Bylaws and Articles of Procedure for reason
that we have five entities comprising the Authority.
I certainly have no objection to providing the City of Lansing with
any documents they would like as a matter of information; however,
I do not believe that the CATA Board is a board which is intended
to be covered by your Charter.
I would appreciate hearing a response from you, and I look forward
to working with you.
Very truly yours,
REYNOLDS, GUYSELMAN & CASEY, P.C.
Nan Elizabeth Casey /R
NEC: la
pc: Sandra L. Draggoo, Executive Director
Max Shunk, Chairman of the Board
Al Knot, city Attorney