Loading...
HomeMy WebLinkAboutJoint Building Authority.ocrACKNOWLEDGEMENT COPY LAW OPFICES OF SIDtlFf T. M UOI: 1111'4· 1"401 C!EOllQ£ L C.&HAILb It tt• 1 •m u:wtS K. PMlOOCk (llU-.18311 IV.l'iS o . STDH~ u n z..t t46t MILLER, CANFIELD, PADDOCK AND SroNE, P.L.C. #IN M60ft, NICtlOAN 8LOOMl'El0 ta.LS,. ~ CE1"°'T', McttGll<l .IVUA K. llAHlt LBGAL -MT D111RCT Dw.: (Sl 7) 483-4909 Ji.MAJ•: BAKE!l.J@MCl'S.C:O~I A Paof.GSS!ONAL L!Ml'l'llll llABiuTY COMPA!i\' ONB M!cmGAN AVE'IUI!. SI.TI"£ 900 UNSING, MICIDGAN 48933-1609 TELEPHONE (517) 4 87·10 7 0 INTERN ET http://www.miflercanfield.oorn FAX (S 17) 374·6304 July 9, 1998 Michigan Secretary of State Division of the Great Seal Library and Historical Center 717 W. Allegan ~ansin9, Micic.ig-=u ATTE NTION: Joanie Kollek re: City of Lansing and County of Ingham Joint Building Authority Dear Ms. Kollek: OIWiO RAPIOS,, M'JGl.IClAN KAlAMAZOO. ~G41'1 LANILNQ, MlotlGAA MONAM., Mrt:HIGAN NIE'W \"Oft It, N. Y . WASHIHOTON, O.C. APAl.IATSJ Off'ICES: PENSACOt,.O,, l'l.ORIDA aDAJilSK.. POI.ANO ICATOY/IC&, POLA.NO W/i!i8AW, POt.AAD VIA MESSENGER I am filing the enclosed certified copy of the Articles of Incorporation of the City of Lansing and County of Ingham Joint Building Authority, an authority created under the provisions of Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended (MSA §123.951 et seq.). I am also enclosing the certificate of the County Clerk of the date and newspaper of publ ication of these articles, as required by section 6 (1 ) of Act 31 {MSA § 123.956). Please date stamp the second copy of this letter as your acknowledgement of receipt of these documents. Bnc. cc w/o enc.: Gerald Ambrose Mike Bryanton Robert Swanson Marilynn Slade Bill Danhof Vel:lt\ J lia K. Baker Legal Assistant RECEIVED V. ir:h l'"'r.-r.t ()f State !l !! 0 9 '!998 Office oi the Great SeaJ ~raid W. Ambr<Jse Controller Phone (517) 676-7206 FAX (517)676-7306 County Courthouse P.O. Box 319 Mason, Michigan 48854 July 8, 1998 Ms. Juli Baker Legal Assistant 9ngfu.m County Contro ller Miller, Canfield, Paddock and Stone, P.L.C. One Miclrigan Avenue, Suite 900 Lansing, MI 48933-1609 Re: City of Lansing and County of lngham Joint Building Authority Dear Juli: J.ohn L Neilsen Deputy Controller Law & Courts/Human Se.rvices Phone (517) 676·721 l Darnell Earley Deputy Con1r0Uer Administrative Services/Budget Phone (517) 676-7217 Enclosed please find an original Articles of Incorporation and Certificatio11 for the City of Lansing and County oflngham Joint Building Authority. It is my understanding that you will file these documeDts witb the Secretary of State. Thank you for your assistance in this matter. Please call me if you have any questions or concerns. Sincerely, L.,, fc.nW1J/ lJtl~-,J- 1e1 irer'L-:-Wrui, i:' ,4J · nistrative Secretary :jln c: Ingham County Clerk\/' Teri Cook Enclosures CERTIFICATE OF INGHAM COUNTY CLERK I hereby certify that I am the County Clerk of the County of Ingham, Michigan; that attached hereto is a true and complete copy of the original executed Articles of Incorporation of the City of Lansing and County of Ingham Joint Building Authority, a P,ublic corporation incorporated by the City of Lansing, Michigan and the County of Ingham under the provisions of Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended. The Articles of Incorporation were published on _....;..Ju""l"'y'-'8-----' 1998 in the Lansing State Journal, a newspaper of general circulation within the City of Lansing and County of Ingham. Dated: -'J~u~l~y'--"8-----~' 1998 l7:12lll7 Ll.F.SJ\60l24.l\SOl!>6-00043 Mike Bryanton, nty Clerk County of Ingham, Michigan ARTICLES OF INCORPORATION OF CITY OF LANS ING AND COUNTY OF INGRAM JOINT BUI LDI NG AUTHOR ITY These Articles of Incorporation are adop ted, signed and acknowl edged by City of Lansing, Mi chigan (the •city•), and the County of Ingham, Mich igan (the "County" J , for the purpose of forming a nonprofit munic ipal Joint Bui lding Authority under the provisions of Ac t 31, Public Acts of Michigan, 1948 (First Ex tra Session), as amende d ("Ac t 31•), the Articles being as follows : ARTICLE I The name of t his corporation and a uthority is the CITY OF LANS ING AND COUNTY OF INGHAM JOINT BUILDING AUTHOR I TY . ARTICLE II The incorporat ing unit s a re the City of Lans ing, Michi gan, and the County of Ingham , Mi ch igan, e ach a municipal corporation of t he State of Mi chigan (collective ly, the •Incorporating Units•). ARTICLE III This Authority is incorporated for the purpose of acquir ing, furnishing, equipping, owning, improving, enlarging, operating , and maintaining buildings, a utomob i le parking lots or· structures, recreationa l facilit i es , s tadiums , and the necessary sites therefor, together wit h appurtenant properties a nd faci lities necessary or convenient f or the effective use thereof, for use of any legitimate pub lic purpose of the I ncorporating Units, and for any and all other purposes authorized and permitted by Ac t 31 as it may be amended from time to time . ARTICLE IV POWERS AND DUTIES: S ection 1. The Authority shall be a body corporate with power to sue and be sued in any court of the State of Michigan. Section 2. The Authority shall have the power to enter into· a contract or contracts with the Incorporating units whereby the Authority will acquire property necessary to accomplish the purposes of this incorporation and contemplated by the terms of Act 31, and lease said property to the Incorporating uni ts. The contract with the Incorporating Units may also provide that the City and/or the County shall pay all costs and expenses of operation and maintenance of the property and the operating expenses of the Authority, including expenses incidental to the issuance and payment of bonds, and such contract may p r ovide that the obligation of each Incorporating Unit for the payment of any rental required thereby shall not be subject to any setoff b y the City or the County or any abatement of cash rent als f or any cause, including but not limited to casualty that results in the property being untenantahle. Any obligation of an Incorporating Unit under a contract shall be an obligation solely of said Incorporating Unit and not an obligation of the other Incorporating Unit unless such obligation shal l be specifically stated in the con tract to be a joint obligation of both Incorporat ing Uni ts. -2- to be issued in accordance with and subject to the provisions of such other laws. Section S. All property owned by the Authority shall be exempt from taxation by the State or any taxing unit therein. section 6. The Authority shall possess all the powers necessary to carry out the purpose of its incorporation, including the incidental power necessary thereto. The powers herein granted shall be in addition to those granted by any statute or charter, and the enumeration of any power either in these Articles of Incorporation or in Act 31, shall not be construed as a limitation upon such general powers . Section 7. The term of this corporation and Authority shal l be perpetual, or until terminated in accordance with law and in any event shal l not be less than or terminated prior to the time that all bonds o r other obligations of the Authority are paid in full. ARTICLE V GOVERNING BODY / OFFICERS: section L The Authority shall be directed and governed by a Board of Commissioners of three (3 ) members known as the ' "Comrnission ,• to be elected by the Ci t y Council of the City (the •city Council•) and the County Board of Commissioners of the County (the •county Board of Commissioners"! as provided in this sect ion . One member of the Commission shall be elected by the City council, one member of the Commission shall be elected by the County Board -4- of Commissioners , and one member of the Commission sha ll be elected by the joint action of t he City Counci l and the County Board of Commissioners . If the City Council and t he County Bo a rd of Commiss i oners are unable to agree upon a choice for the third member with in 60 days after the election of the first member, then the third member shall be appointed by the Governor as provided by Act 31. As required by Act 31, no member of the City Council or County Board of Commissioners or other elected official of the City or the county shall be eligible for membership or appointment to the Authori ty Commi ssion . Se ction 2 . Commissioners shall serve for four year terms . The terms of the init ial Commissioners shall bt=9in as of the date of the first meeting of the Commission . sect ion 3. The Commission shall designate one of its ' members as Chairperson, one of its members as Secretary, and a Tr easurer who need not be a member of the Commission . The terms of office of the Chairperson, Secretary, and Treasurer shall be established by the bylaws of the Authori ty . Section 4. The commission shall adopt and may amend bylaws and rules of procedure consonant with the provisions of Act 31 and • provide therein for r e gular meetings o f the Commission. Section 5. Section 6. The Commission shall adopt a corporate seal . The Chairperson shall pres ide at meetings of the Commission and may sign and execute all authorized bonds, interest coupons, c ontracts, checks and other obligations by manual or facsimile signatur e in the name of the Autho ri ty when so -s - authorized by the Commission. The Chairperson shall do and perform such other duties as may be ~ixed by ·the bylaws and from time to time assigned by the Commission. Section 7. The Secret ary shall keep the minutes of all meetings of the Commission, and of all committee ther eof , in books provided for that purpose. The Secretary shall attend to the giving, serving and receiving of al l notices or process of or agains t the Au thority . Th e Secretary may sign with the Chairperson in the name of the Authority a l l bonds , contracts and other obligations authorized by the Commis sion , and when s o orde re d , shall affix the seal o f the Authority thereto. The Secretary shall have charge of all books and records which shall a t all reasonable times be open to inspection and examination of the Commission or any member thereof , and, in general , perform all the duties incident to the of fice . The Secretary shal l preside at meetings of the Commission in the absence of the Ch ai rperson. Section a . The Treasurer shall have custody of a ll the funds and securities of the Authority which may come into hi s or her possession. When necessary or 'proper, the Treasurer shall endorse in behalf of the Authority for collection, checks. notes, and other obligations, and shall deposit them to the credit of the Authority i n a designated bank or deposito r y. The Treasurer shall sign a ll receipts and vouchers for payment made to the Au thor ity. The Treasurer shall jointly with such other officer as may be de~i gnated by the Commission sign all checks, promissory notes and other obligations of the Authority when so ordered by the -6- Commission. The Treasurer sha ll r e nder a statement of cash accounts when required by the Commission. The Treasurer shall enter regularly in the books of the Authority to be kept by the Treasurer for the purpose full and accurate accounts of all moneys received and paid by the Treasurer on account of the Authority, and shall, at all reasonable times, exhibit the books and accounts to the Commission or any member thereof when so required. The Treasurer shall perform all acts incidental to the position of Treasurer fixed by the bylaws and as assigned to the Treasurer from time to time by the Commission. The Treasurer shall be bonded for the f aithful discharge of his or her duties as Treasurer , the bond to be of such character, form and in such amount as the Commission may require . Section 9 . Annual compensation, if any, for the members of the Commi ssion shall be fixed by the Commission when approved by a majority of the City Council and the County Board of Commissioners. No Commissioner who holds any paid public office or public employment shall r eceive any salary as such Conunissioner. Section lO. Vacancies occurring on the Commission shall be filled far the unexpired term by the governing body of the appropriate Incorporating Unit , or in case of a joint appointment by joint action of the City Council and the County Board of Commissioners. Section 11. A Commissioner may be removed from office for cause by joi nt ac cion o f the City Council and the County Board of -7 - Commissioners which shall take action by an affirmative majority vote . Section 1.2. The books a nd records of the Authority and of the Co1111lliseion, officers and agents thereof shall be open to inspection and audit by the Incorporating units at all reasonable times. The Authority shall submit an annual report to the Inco rp orat ing Units. ARTICLE VI REGISTERED OFFICE: Location .of registered office and post office address is: Section 1. Lansing City Clerk 9th Floor, City Hall 124 w. Michigan Ave. Lansing, MI 48933 ARTICLE VII The County Clerk shall publish these Articles of Incorporation once in the Lansing State Journal, a newspaper circulated within the Incorporating Units, as required by Act 31, such publication to be accompanied by a notice that valid incorporation of the Authority shall be conclusively presumed unless questioned in a court of competent jurisdiction as required by Act 31. Section 2. The County Clerk shall file a certified copy of the ArticleR of Incorporation in his offi~e and with the Michi gan -s - Secretary of State, together with a cer tific ate of the date and newspaper of publication, as required by Act 31 . ARTICLE VIII EFFECTIVE DATE: These Articles of Inc orporation shall become effect ive and be i n f ul l for ce and eff ect immed i at e ly upo n p ublic at i on of thes e Articles as provided in Ar tic le VII h ereo f . ARTICLE IX Amendments may be made t o these Articles of Incorporation as provide d i n Act 31, as Ac t 31 may be amended from time to time. -9 - IN WITNESS WHEREOF, the CITY OF LANSING, Michigan, by its City Council, has adopted and author ized to be exe cuted these Articles of Inc orpo ration on its behalf by its Mayor and its Ci t y Clerk, and the COUNTY OF INGHAM , Michigan, by its County Board of Commissioners, has adopted and authorized to be executed these Articles o f Incorporation on its behal f by the Chairperson of its County Board of Commi ssioners and its County Clerk. CITY OF LANSING, State of Michigan The foregoing Articles of Incorporation were adopted by the City Council of City of Lansing, Mich igan, at a meeting duly held on f'Drv,,.r .h d..3 , 1998 . cerk~ansing, Mi chiga n Dated: 1998 . APPROVED AS TO FO~ I 1181911y certify 11\at lunds are svallabl• Mt:J.i;/I Nit ~~we'l5riliiiir -10 - . . The COUNTY OF INGHAM, Michigan, by its County Board o f Conunissioners, has adopted and authorized to be executed these Artic l es of Incorpora tion on its beha l f by the Chairperso n of its County Board of Commissioners and its County Clerk. COUNTY OF INGHAM, State '.( - airperson, County Colll!llissioners Mich igan The foregoing Articles of Incorporation were adopted by the County Board of Commissioners of the County of Ingham, Michigan, a t a meet i ng duly held on MO. rlh z_ L.! , 199s . Dated: ..._Ju llQ ::fj ' 1998 . 17:122127 '-'\FSl\8YJaZ or 60224. l\5~~ -11-