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HomeMy WebLinkAboutLEPFA BYLAWS approved 1996BYLAWS OF LANSING ENTERTAINMENT AND PUBLIC FACILITIES AUTHORITY ARTICLE I SCOPE AND PURPOSE 1.1 Name. The name of the Corporation shall be: Lansing Entertainment and Public Facilities Authority ("Authority"). 1.2 Purpose. The Authority shall be organized and operated for the purposes as set forth in the Articles of Incorporation. 1.3 Principal Office and Other Offices. The principal office of the Authority shall be at 333 E. Michigan Avenue, Lansing, Michigan 48933. The Authority may also have an office or offices in such other place or places as the business of the Authority may require and the Board of Commissioners may from time to time appoint. ARTICLE II BOARD OF COMMISSIONERS 2.1 General Powers . The property and business of the Authority shall be managed under the direction of the Board of Commissioners of the Authority. 2.2 Number. Term, and Qualifications. The number of Commissioners on the first Board of Commissioners shall be ten (10) until June 30, 1997. Thereafter, the number of Commissioners of the Authority shall be nine (9). The Commissioners shall be appointed and shall serve as provided in Article V of the Articles of Incorporation. Each Commissioner shall hold office for the term for which he or she is elected and until a successor shall have been elected and qualified or until resignation or removal. 2.3 Filling of Vacancies. In the case of any vacancy on the Board of Commissioners through death, resignation , disqualification , removal or other cause, the Mayor of the City of Lansing shall fill the vacancy with the advice and consent of the City Council for the unexpired term being filled . 2.4 Meetings. Regular meetings of the Board of Commissioners or any committee appointed thereby shall be held with such notice as is required by the Open Meetings Act, being Act 267 of the Public Acts of 1976, as amended. Special meetings of the Board of Commissioners or a committee shall be held whenever called by the Chair, or upon written request by any two Commissioners. Due notice of any special meeting shall be given by the Secretary as required by the Open Meetings Act. Meetings may be adjourned by the Board of Commissioners or the committee to a later date, time and place. 0 A Commissioner's attendance at, or participation in, a meeting constitutes a waiver of notice of the meeting by that Commissioner except where, at the beginning of the meeting or upon arrival, the Commiss ioner objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. A member of the Board , or of a committee designated by the Board, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, however, a quorum of the Board of Commissioners or committee shall be physically present at the location of the meeting . Participation in a meeting pursuant to this method constitutes presence in person at the meeting . 2.5 Quorum. A majority of the whole number of Commissioners shall constitute a quorum for the transaction of business at all meetings of the Board of Commissioners . A majority of the whole number of committee members shall constitute a quorum for a committee . If at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time . The act of a majority the Commissioners present at any meeting at which there is a quorum shall be the act of the Board of Commissioners, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these Bylaws. 2 .6 Required Vote. An affirmative vote of a majority of those present shall be necessary for the passage of any resolution, with the exception of amendments to these Bylaws where a majority of all voting commissioners shall be required to approve any such amendments. 2.7 Compensation of Commissioners. Commissioners shall not receive any stated salary for the services as such, but by resolution of the Board of Commissioners and upon approval by a maj ority of City Council , each Commissioner shall be entitled to receive from the Authority reimbursement of the expenses incurred in attending any regular or special meeting of the Board or a committee and a fixed sum may also be allowed for attendance at each regular or special meeting of the Board or a committee. Such reimbursement and compensation shall be payable whether or not a meeting is adjourned because of the absence of a quorum . Notwithstanding the above, no Commissioner holding public office or public employment shall receive any fixed sum for attendance at meetings if the Commissioner receives compensation in connection with the public office or employment. Nothing herein contained shall be construed to preclude any Commissioner from serving the Authority in any other capacity and receiving compensation therefor. 2 .8 Committees. The Chair of the Board , or the Board of Commissioners by reso lution passed by a majority of the whole Board , may designate one or more committees, each committee to consist of two or more of the Commissioners of the Authority, which to the extent provided in the Chair's designation or Board resolution, shall have and may exercise the powers of the Chair or Board of Commissioners respectively. Such committee or committees shall have such names as may be determined from time to time by the Chair or by the resolution adopted by the Board of Commissioners . 0 ARTICLE Ill OFFICERS 3.1. Election. Tenure . and Compensation . The officers of the Authority shall be a Chair and Vice-Chair of the Board , a Secretary , and a Treasurer, and also such other officers including a President and/or one or more assistants to the foregoing officers as the Board of Commissioners from time to time may consider necessary for the proper conduct of the business of the Authority. The officers shall be elected annually by the Board of Commissioners at its first meeting of the fiscal year, except where a longer term is expressly provided in an employment contract duly authorized and approved by the Board of Commissioners. Any two or more of the above officers, except those of Chair and Vice-Chair, may be held by the same person, but no officer shall execute , acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledge , or verified by any two or more officers . The compensation or salary paid all officers of the Authority shall be fixed by resolutions adopted by the Board of Commissioners. In the event that any office other than an office required by law, shall not be filled by the Board of Commissioners, or, once filled, subsequently becomes vacant, then such office and all references thereto in these Bylaws shall be deemed inoperative unless and until such office is refilled in accordance with the provisions of these Bylaws . Except where otherwise expressly provided in a contract duly authorized by the Board of Commissioners, all officers and agents of the Authority shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Commissioners, and all officers, agents, and employees, shall hold office at the discretion of the Board of Commissioners or of the officers appointing them. 3.2. Powers and Duties of the Chair of the Board . The Chair of the Board shall preside at all meetings of the Board of Commissioners unless the Board of Commissioners shall by a maj ority vote of a quorum thereof elect a chair other than the Chair of the Board to preside at a meeting of the Board of Commissioners . The Chair may sign and execute all authorized bonds, contracts , or other obligations in the name of the Authority and shall be ex-officio a member of all standing committees . 3.3 . Powers and Duties of the Vice-Chair of the Board. The Vice-Chair shall have such powers and shall perform such duties as may be assigned by the Board of Commissioners. In the absence or disability of the Chair, the duties of that office shall be performed by the Vice-Chair, and the taking of any action by the Vice- Chair in place of the Chair shall be conclusive evidence of the absence or disability of the Chair. 0 3.4. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of Comm issioners and all other notices required by law or by these Bylaws , and in case of absence or refusal or neglect to do so, any s uch notice may be given by any person thereunto directed by the Cha ir, the Presiden t , or by the Commissioners or members upon whose written request the meeting is called as provided in these Bylaws. The Secretary shall record all of the proceedings of the meetings of the Commissioners in books provided for that purpose , and shall perform such other duties as may be ass igned by the Board of Commissioners. The Secretary shall have custody of the seal of the Authority and shall affix the same to all instruments requiring it, when authorized by the Board of Commissioners or the President , and attest the same . In general , the Secretary shall perform all of the duties generally incident to the office of Secretary, subject to the control of the Board of Commissioners . 3.5 . Treasurer. The Treasurer shall have custody of all the funds and securities of the Authority and shall keep full and accurate account of receipts and disbursements in books belong ing to the Authority . The Treasure r shall deposit all moneys and other valuables in the name and to the credit of the Authority in such depository or depositories as may be designated by the Board of Commissioners . The Treasurer shall disburse the funds of the Authority as may be ordered by the Board of Commissioners , ta king proper vouchers of such disbursements . The Treasurer shall render to the Board of Commissioners an account of all transactions as Treasurer and of the financial condition of the A uthority , when ever either of them so requests . The Treasurer shall give the Authority a bond in a sum and with one or more sureties satisfactory to the Board of Commissioners for the faithful performance of the duties of the office and for the restoration of the Authority (in case of the death, resignation, re ti rement , or removal from office) of all books , papers , vou ch ers , moneys , and other properties of whatever kind in the possession or under the control of the Treasurer belonging to the Authority. The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Commissione rs . 3.6 . Powers and Duties of the President. The President shall be the chief executive officer of the Authority and shall have general charge and control of all its business affairs and properties as directed by the Board of Commissioners. The President may sign and execute all authorized bonds , contracts , or other obligations in the name of the Authority. Th e President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be an ex-officio member of all standing committees . The President shall do and perform such other duties as may, from time to time, be assigned by the Board of Commissioners. 0 3.7 Assistant Secretary . The Board of Commissioners may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Commissioners) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned by the Board of Commissioners . In case of the absence or disability of the Secretary, the duties of the office shall be performed by any such Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary. 3.8 Assistant Treasurer . The Board of Commissioners may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Commissioners) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such other duties as may be assigned by the Board of Commissioners . In case of the absence or disability of the Treasurer, the duties of the office shall be performed by any Assistant Treasurer, and the taking of any action by any such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer. ARTICLE IV BANK ACCOUNTS ANO LOANS 4 .1 Bank Accounts . Such officers or agents of the Authority as from time to time shall be designated by the Board of Commissioners shall have authority to deposit any funds of the authority in such banks or trust companies as shall from time to time be designated by the Board of Commissioners. Such officers or agents as from time to time shall be authorized by the Board of Commissioners may withdraw any or all of the funds of the Authority so deposited in any such bank or trust company, upon checks, drafts, or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Authority, and made or signed by such officers or agents or by their authorized facsimile . Each bank or trust company with which funds of the Authority are so deposited is authorized to accept , honor, cash , and pay , without limit as to amount, all checks , drafts, or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Commissioners until written notice of the revo cation of the authority of such officers or agents by the Board of Commissioners shall have been received by such bank or trust company . There shall from time to time be certified to the banks or trust companies in which funds of the Authority are deposited, the signature of the officers or agents of the Authority so authorized to draw against the same . In the event that the Board of Commissioners shall fail to designate the persons by whom checks, drafts, and other instruments or ord ers for the payment of money shall be signed , as provided in this Section , all of such che cks , drafts, and other instruments or orders for the payment of money shall be signed by the President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Authority originally or by their authorized facsimile. 4 .2 Loans. To the extent granted by the ArticJes of Incorporation and Act 31 of the Public Acts of 1948 (First Extra Session), as amended, such officers or agents of this Authority as from time to time shall be designated by the Board of Commissioners shall have authority to effect loans, advances, or other forms of credit 0 at any time or times for the Authority from such banks, trust companies, institutions, corporations, firms, or persons as the Board of Commissioners shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign , transfer, endorse, and deliver, either originally or in addition or substitution, any or all rights and interests of any kind in or to , certificates of such rights of interest, deposits, accounts , documents covering merchandise, bills , and accounts receivable and other commercial paper and evidences of debt at any time held by the Authority . For such loans , advances, or other forms of credit, such officers or agents of this Authority as are so designated may make , execute , and deliver one or more notes, acceptances or written obligations of the Authority on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper. Such officers or agents as are so designated may also sell to, or discount or rediscount with , such banks, trust companies, institutions, corporations, firms , or persons any and all commercial paper, bills receivable, acceptances, and other instruments and evidences of debt at any time held by the Authority and to that end to endorse , transfer, and deliver the same . There shall from time to time be certified to each bank, trust company, institution, corporation , firm , or person so designated the signatures of the officers or agents so authorized . Each such bank, trust company , institution , corporation , firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Commissioners of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person. ARTICLE V REIMBURSEMENTS 5.1 Reimbursements . Any payments made to an officer or other employee of the Authority, such as salary , commission , interest or rent , or entertainment expense incurred by the person, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or other employee of the Authority to the full extent of such disallowance. It shall be the duty of the Board of Commissioners to enforce payment of each such amount disallowed. In lieu of payment by the officer or other employee, subject to the determination of the Board of Commissioners, proportionate amounts may be withheld from future compensation payments until the amount owed to the Authority has been recovered . ARTICLE VI MISCELLANEOUS PROVISIONS 6.1 Fiscal Year. The fiscal year of the Authority shall be the calendar year, unless otherwise established by the Board of Commissioners . 6 .2 Notices. Except as may otherwise be required by the Open Meetings Act , whenever, under the provisions of these Bylaws , notice is required to be given to any Commissioner or officer, it shall not be construed to mean personal notice, but such notice shall be given in writing , by mail , by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each Commissioner or officer at such address as appears on the books of the Authority, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any Commissioner or officer may waive any notice required to be given under these By@ws . 6.3 Books and Records. The Authority shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Commissioners and committees having any of the authority of the Board of Commissioners, and shall keep at its principal office a record giving the names and addresses of the members of the Board of Commissioners. All books and records of the Authority may be inspected by any member of the Board of Commissioners for any proper purpose at any reasonable time. ARTICLE VII INDEMNIFICATION 7.1 Indemnification. The Authority shall indemnify, to the extent and in the manner permitted by the Michigan Nonprofit Corporation Act or the Articles of Incorporation any person who is or was a Commissioner or officer of the Authority for expenses {including attorney's fees}, judgments, penalties, fines, and amounts paid in settlement actually and reasonable incurred by the person in connection with the action, suit, or proceeding, if such arose by reason of the person being a Commissioner or officer. The Authority may purchase and maintain insurance on behalf of any Commissioner or officer that insures against any such liability to the extent available. ARTICLE VIII AMENDMENT 8.1 Amendment. These Bylaws may be amended by resolution of the Board of Commissioners at a meeting called for that purpose. WITNESSES: ~I- Dated: December 17, 1996 ,..~' ·~· LANSING ENTERTAINMENT AND PUBLIC FACILITIES AUTHORITY By:~~~ lts:Chairperson of Its Commission By:~'1.Lhb Charlotte S. Sinadinos lts:Secretaryffreasurer of Its Commission