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HomeMy WebLinkAboutIncorporation-LansingBuildingAuthority July 17 , 1985 Stephen R. Sawyer, Esq. Secretary City of Lansing Building Authority City Hall Lansing, Michigan 48933 Dear Mr. Sawyer : Enclosed for filing with the City of Lansing Building Authority is an executed duplicate of the Amended and Restated Articles of Incorporation of the City of Lansing Building Authority. Sincerely yours , Lingg Brewer County Clerk County of Ingham State of Michigan /pt AMENDED AND RESTATED ARTICLES OF INCORPORATION CITY OF LANSING BUILDING AUTHORITY These Amended and Restated Articles of Incorporation are adopted, signed and acknowledged by the incorporating unit for the purpose of amending and restating the Articles of Incorporation of the City of Lansing Building Authority under the provisions of the enabling act, Act 31, Public Acts of Michigan, Extra Session, 1948 , as amended, the Amended and Restated Articles being as follows : ARTICLE I NAME The name of this corporation and authority is the City of Lansing Building Authority. ARTICLE II INCORPORATING UNIT The incorporating unit is the City of Lansing, Counties of Ingham, Eaton and Clinton, State of Michigan, a municipal cor- poration of the State of Michigan. ARTICLE III PURPOSES This authority is incorporated for the purpose of acquiring, furnishing, equipping, owning, improving, enlarging , operating and maintaining a building or buildings, automobile parking lots or structures , recreational facilities , stadiums, and the necessary site or sites therefor, together with appurtenant properties and facilities necessary or convenient for the effective use thereof, for use for any legitimate purpose of the City of Lansing, Counties of Ingham, Eaton and Clinton, Michigan. ARTICLE IV POWERS AND DUTIES Section 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 and the incorporating unit shall have the power to enter into a contract or contracts whereby the authority shall acquire property necessary to accomplish the purposes of this incorporation and contemplated by the terms of the enabling act, and lease the property to the incorporating unit for a period not to exceed fifty (50) years. Section 3 . The authority shall have power to increase the consideration specified in any contract of lease with the incorporating unit whenever during the term of the contract of -2- lease an increase of rent is necessary to provide funds to meet the authority' s obligations. Section 4 . For the purpose of accomplishing the objects of its incorporation, the authority may acquire property by purchase, construction, lease, gift, devise or condemnation, and for the purpose of condemnation it may proceed under the provisions of Act No. 149 of the Public Acts of 1911, as now or hereafter amended, or any other appropriate statute. Section 5 . The authority shall also have the power to enter into a contract or contracts pursuant to which the authority will acquire, furnish, equip, own or enlarge a building or buil- dings , automobile parking lots or structures , recreational facilities and stadiums independently or as an adjunct to other buildings , automobile parking lots or structures , recreational facilities, stadiums and the necessary site or sites therefor, together with the appurtenant properties and facilities necessary or convenient for the effective use thereof , to be leased to the incorporating unit for sublease to any one or more persons , firms or corpor- ations, for purposes which benefit and serve legitimate public purposes of the incorporating unit. Section 6 . For the purpose of acquiring, furnishing, equipping, owning, improving and enlarging any building or buil- dings , automobile parking lots or structures , recreational facilities , stadiums and the necessary site or sites therefor or appurtenant -3- properties and facilities necessary or convenient for the effective use thereof , independently or as an adjunct to other buildings, automobile parking lots or structures , recreational facilities, stadiums , and the necessary site or sites therefor, together with appurtenant properties and facilities necessary or convenient for the effective use thereof , the authority may issue bonds in accor- dance with and subject to the provisions of the enabling act. Section 7 . When all bonds issued to finance a speci- fic building or buildings , automobile parking lots or structures , recreational facilities , stadiums and the necessary site or sites therefor , together with appurtenant properties and facilities necessary or convenient to the effective use thereof , independently or as an adjunct to other buildings , automobile parking lots or structures, recreational facilities or stadiums shall have been retired, the authority shall convey title to the building or buil- dings , automobile parking lots or structures , recreational facilities, stadiums , the site or sites therefor and any appurtenant properties and facilities financed by such bonds , to the incorporating unit. Section 8 . All property owned by the authority shall be exempt from taxation by the State or any taxing unit therein. Section 9. The authority shall possess all the powers necessary to carry out the purpose of its incorporation, including the incidental powers necessary thereto and the power to contract with public agencies, private persons, partnerships or -4- corporations for the operation, maintenance or repair of any buildings , automobile parking lots or structures, recreational facilities and stadiums and appurtenant properties and facilities necessary or convenient for the effective use thereof , acquired by the authority. The powers herein granted shall be in addition to those granted by any statute or charter and the enumeration of a power , either in these Amended and Restated Articles of Incorpor- ation or in the enabling act, shall not be construed as a limita- tion upon such general powers. Section 10. The term of this corporation and authority shall be perpetual, unless dissolved by law or by action of the governing body of the incorporating unit; provided, however, that this authority shall not be dissolved if any bonds issued by it shall be outstanding and provisions have not been made for the payment thereof , or if such dissolution would operate as an impair- ment of its contracts. Section 11. The authority shall not enter into con- tracts for professional services in amounts in excess of funds on hand or appropriated to the authority for such purposes unless such amounts are payable after bonds of the authority are sold and delivered. ARTICLE V GOVERNING BODY .- OFFICERS Section 1. The authority shall be directed and -5- governed by a board of commissioners of three members known as the "Commission. " The members of the Commission shall be the persons holding the offices of Director of Finance, Director of Public Service and the City Attorney of the incorporating unit. No member of the governing body of the incorporating unit shall be eligible for membership or appointment to the authority. Section 2 . (a) The terms of each member holding the office of Director of Finance, Director of Public Service and City Attorney shall continue for as long as the member holds said office. In the event of a vacancy in one of said offices the mayor shall appoint a member to serve on the Commission of the authority during the time that the position of Director of Finance, Director of Public Service and City Attorney or any of these shall be vacant, such appointment to be subject to confirmation by the City Council. (b) The terms of all Commissioners commenced on the first day of the month next following adoption and publication of the initial Articles of Incorporation. ission shall designate one of its Section 3. The Comm members as chairperson, and shall designate a secretary and a treasurer who need not be a member of the Commission, each to be designated for such term of office as may be fixed by the by-laws. Section 4 . The Commission shall adopt and may amend nsonant with the provisions of the by-laws and rules of procedure co enabling act and provide therein for regular meetings of the Commission. -6- behalf of the authority for collection, checks , notes and other obligations , and shall deposit them to the credit of the authority in a designated bank or depository; shall sign all receipts and vouchers for payment made to the authority; may jointly with such other officers as may be designated by the Commission, sign all authorized bonds , contracts , checks and other obligations of the authority when so ordered by the Commission; shall render a state- ment of cash accounts when required by the Commission; shall enter regularly in the books of the authority to be kept for that pur- pose, full and accurate accounts of all moneys received and paid 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 by-laws and as assigned to the Treasurer from time to time by the Commission. The Treasurer shall be bonded for the faithful discharge of his duties as Treasurer, the bond to be of such character, form and in such amount as the Commission may require. Section 9. Compensation, and per diem and mileage for attending meetings , if any, for the members of the Commission shall be fixed by the Commission with the approval of the incorporating unit. Section 10. The books and records of the authority and of the Commission, officers and agents thereof, shall be open to -8- Section 5 . The Commission shall adopt a corporate seal. Section 6 . The Chairperson shall preside at meetings of the Commission and may sign and execute all authorized bonds , contracts, checks and other obligations in the name of the authority when so authorized by the Commission. The Chairperson shall do and perform such other duties as may be fixed by the by-laws and from time to time assigned to the Chairperson by the Commission. Section 7 . The Secretary shall keep the minutes of all meetings of the Commission, and of all committees thereof, in books provided for that purpose; shall attend to the giving, serving and receiving of all notices or process of or against the authority; may sign with the Chairperson in the name of the auth- ority all authorized bonds , contracts, checks and other obligations authorized by the Commission, and when so ordered, shall affix the seal of the authority thereto; shall have charge of all books and records, which shall at 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 office of Secretary. The Secretary shall preside at meetings of the Commission in the absence of the Chairperson. Section 8 . The Treasurer shall have custody of all the funds and securities of the authority which may come into his hands or possession; when necessary or proper, shall endorse on -7- inspection and audit by the incorporating unit at all reasonable times. The authority shall submit an annual report to the incor- porating unit. ARTICLE VI CERTIFICATION, FILING AND PUBLICATION These Amended and Restated Articles of Incorporation shall be executed in duplicate and delivered to the County Clerk for the County of Ingham, who shall file one such duplicate in his office and the other with the secretary of the Authority. The Clerk of the incorporating unit shall cause a copy of these Amended and Restated Articles of Incorporation to be published once in THE STATE JOURNAL, being a newspaper circulated within the incorpora- ting unit. The County Clerk shall file one printed copy of such Amended and Restated Articles of Incorporation with the Secretary of State and one printed copy in his office, attached to each of which printed copies shall be the certificate of the County Clerk setting forth that the same is a true and complete copy of the Amended and Restated Articles of Incorporation on file in the office of the County Clerk and also the date and place of the publication thereof, all as provided in the enabling act. The County Clerk for the County of Ingham also shall cause one printed copy of these Amended and Restated Articles of Incorporation to be filed with the county clerks of the Counties of Eaton and Clinton. -9- ARTICLE VII AMENDMENTS Amendments may be made to these Amended and Restated Articles of Incorporation as provided in Section 10 of the enabling act. ARTICLE VIII REGISTERED OFFICE The location of the registered office of the authority and the post office address is : City Clerk City Hall of the City of Lansing Lansing, Michigan ARTICLE IX EFFECTIVE DATE These Amended and Restated Articles of Incorporation shall become effective and be in full force and effect upon their publication as provided in Article VI. IN WITNESS WHEREOF, the incorporating unit has adopted and authorized to be executed these Amended and Restated Articles of Incorporation, on behalf of the City of Lansing, Counties of Ingham, Eaton and Clinton, a municipal corporation of the State of Michigan, by the Mayor and the City Clerk of the City of Lansing. -10- CITY OF LANSING COUNTIES OF INGHAM, EATON AND CLINTON, MICHIGAN By : Mayo er y J. Mc Kane By: Ci Clerk - Rita M. Bauman The foregoing Amended and Restated Articles of Incorporation were adopted by the City Council of the City of Lansing, Counties of Ingham, Eaton and Clinton, Michigan, at a Regular meeting duly held on the 24th day of ,line 1985. City Clerk - Rita M. Bauman City of Lansing -11-