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HomeMy WebLinkAboutArticles of Incorp_1995_recorded STATE of MICHI IGAN,COUNTY of EATON F L E D NOV 14-1995 ARTICLES OF INCORPORATION OF LANSING ENTERTAINMENT AND PUBLIC FACELITIF�_Aivxwgffi , HELL EATON COUNTY CLERK WHEREAS, the City of Lansing has the power pursuant to the provisions of Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended, to incorporate one or more authorities 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 proper-ties and facilities necessary or convenient for the effective use thereof, for use for any legitimate public purpose of the City; and WHEREAS, the City desires to incorporate an authority pursuant to the provisions of said Act 31 for the purpose of operating and maintaining certain public buildings including but not limited to the Lansing Center, the City Market, the new downtown baseball stadium, and appurtenant properties and facilities therefor; NOW, THEREFORE, these Articles of Incorporation are adopted, signed and acknowledged by the City for the purpose of forming the Lansing Entertainment and Public Facilities Authority as a nonprofit Authority under the provisions of said Act 31, the Articles being as follows: ARTICLE I The name of the corporation and authority created by these articles is the LANSING ENTERTAINMENT AND PUBLIC FACILITIES AUTHORITY (the "Authority"). ARTICLE II The incorporating unit of the Authority is the City of Lansing (the "City"), Counties of Ingham and Eaton, State of Michigan, a municipal corporation of the State of Michigan, pursuant to action taken by the City Council of the City (the "City Council"). ARTICLE III 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 of any legitimate public purpose of the City, including but not limited to the operation and maintenance of the Lansing Center, the City Market, and the new downtown baseball stadium. ARTICLE IV Section 1. The Authority shall possess all the powers necessary to carry out the purpose of its incorporation, including the incidental powers necessary thereto, granted to the Authority by Act 31, Public Acts of Michigan, 1948 (First Extra Session) as now or hereafter amended ("Act 31"). The powers granted in these Articles of Incorporation shall be in addition to those granted by any statute or charter, and the enumeration of any power in either these Articles of Incorporation or in Act 31 shall not be construed as a limitation upon such general powers. Section 2. Upon dissolution of the Greater Lansing Convention/Exhibition Authority (the "Exhibition Authority") the Authority shall acquire and succeed to all of the rights, properties, obligations, and duties of the Exhibition Authority. Upon dissolution of the Exhibition Authority, all property and interests in property of the Exhibition Authority shall be transferred to and shall be the property of the Authority, subject to any liens thereon and restrictions and limitations on the use thereof heretofore provided by the Exhibition Authority, and the Authority shall be considered to be the owner of all property and interests in property of the Exhibition Authority. Upon dissolution of the Exhibition Authority, the Authority shall assume and be liable for all of the obligations, promises, covenants, commitments, and other requirements of the Exhibition Authority, and shall perform all of the duties and obligations and shall be entitled to all of the rights of the Exhibition Authority under any of agreements or other instruments executed by the Exhibition Authority. All actions, commitments, and proceedings of the Exhibition Authority made, given, or undertaken before dissolution of the Exhibition Authority, are hereby ratified, confirmed and validated upon assumption by the Authority. All actions, commitments, and proceedings in the process of being undertaken but not yet a commitment or obligation of the Exhibition Authority, may be undertaken and completed by the Authority. Section 3. The Authority shall be a body corporate with power to sue and be sued in any court of the State of Michigan. The Authority may receive and accept from any source grants or contributions of money, property or other things of value, to be used, held and applied only for. the purposes for which made. Section 4. The Authority shall have the power to enter into a contract or contracts with the City pursuant to which the Authority will acquire, furnish, equip, own, improve, enlarge, operate, and maintain property necessary to accomplish the purposes of this incorporation and contemplated by the terms of Act 31 and lease said property to the City for a period of not to exceed fifty (50) years, except as may be otherwise provided in Act 31. The City shall have such rights to sublet or assign property leased from the Authority which are provided in Act 31. Section 5. For the purpose of accomplishing the objects of its incorporation, the Authority may accept property or interests in property transferred to the Authority by the City or authorities or other entities created by the City, may enter into maintenance, management, and operation agreements with the City or authorities or other entities created by the City, and the Authority may, subject to the prior approval of the City Council, acquire property by -2- purchase, construction, lease, gift, devise or condemnation, and for the purpose of condemnation, it may proceed under the provisions of Act 149 of the Public Acts of Michigan, 1911, as amended, or any other appropriate statute. Section 6. All property owned by the Authority shall be exempt from taxation by the State of Michigan or any taxing unit therein. Section 7. In order to carry out its responsibilities, the Authority may employ personnel as it deems necessary, subject to terms and conditions of employment as determined by the Authority, and the Authority may contract with others, public or private, for the provision of all or a portion of the services necessary for the management and operation of the property and facilities under its control. The City Attorney shall be the legal counsel to the Authority and any outside legal counsel shall be selected by the City Attorney with notice to the Authority. Section 8. The term of this corporation and Authority shall be perpetual, or until terminated in accordance with law, and in any event shall not be less than or terminated prior to the time that all bonds or other obligations of the Authority are paid in full. In the event of dissolution or termination of the Authority, the title to any property, real or personal, then owned by the Authority, and any contract rights, revenue rights received or receivable, or anything else of value held or owned by the Authority, shall automatically vest in and become the property of the City. ARTICLE V Section 1. The Authority shall be directed and governed by a Board of Commissioners known as the "Commission." The Commission shall contain nine (9) voting Commissioners and two (2) non-voting ex-officio Commissioners until December 31, 1996, and thereafter the Commission shall contain seven (7) voting Commissioners and two (2) non-voting ex-officio Commissioners. The Mayor and the members of the City Council shall not be eligible for membership or appointment to the Commission. One of the initial nine voting Commissioners shall be a vendor of the Lansing City Market and shall be appointed by the Mayor with the advice and consent of the City Council, and shall serve for a term ending on December 31, 1998. Two of the initial nine voting Commissioners shall be selected from the existing board of the Exhibition Authority and shall be appointed by the Mayor with the advice and consent of the City Council, and shall serve for terms ending December 31, 1996. The remaining six (6) voting Commissioners of the first Commission shall be appointed by the Mayor with the advice and consent of the City Council. The terms of these six Commissioners shall be as follows: two Commissioners shall serve terms ending -3- December 31, 1996, two Commissioners shall serve terms ending December 31, 1997, and two Commissioners shall serve terms ending December 31, 1998. Only two voting Commissioners shall be appointed to succeed the four voting Commissioners whose terms end on December 31, 1996. Thereafter, a Commissioner shall be appointed following the expiration of the term of each Commissioner, in order that the Commission contain seven (7) voting Commissioners and two (2) non-voting ex-officio Commissioners beginning January 1, 1997. Each succeeding Commissioner shall serve for a three year term beginning on January 1 following the expiration of the term of the Commissioner whom he/she succeeds and expiring December 31 of the last year of such term. After the end of the terms of the Commissioners appointed for terms ending December 31, 1996, it shall no longer be a requirement that any Commissioner be a former member of the board of the Exhibition Authority. The Finance Director of the City and the Internal Auditor of the City shall serve as non- voting ex officio Commissioners. The terms of the ex officio Commissioner shall continue as long as such Commissioner holds office as Finance Director of Internal Auditor. In the event of a vacancy in one of said offices, the person fulfilling the duties of said office on an interim basis shall serve on the Commission. Section 2. At the time that the Mayor selects the initial Board of Commissioners he shall designate the terms of office of each Commissioner except as may be otherwise stated above. Each Commissioner shall serve during the term for which he/she is appointed and thereafter until his/her successor is appointed and qualified. Section 3. The Commissioners shall not be subject to personal liability of accountability for the actions and debts of the Authority. 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 regular meetings of the Commission. The Commission shall conduct all business at public meetings held in compliance with the Open Meetings Act, Act 267, Public Acts of Michigan, 1976, as amended. Section 5. The Commission shall adopt a corporate seal. Section 6. The Commission shall designate a Chairperson, and a Vice Chairperson who shall be Commissioners, and a Secretary and a Treasurer who need not be Commissioners, each to be designated for such term in office as may be fixed by the bylaws. The offices of Secretary and Treasurer may be combined and held by one person to be known as the Secretary/Treasurer if so provided in the bylaws. Section 7. 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 -4- other duties as may be fixed by the bylaws and from time to time assigned to him or her by the Commission. In the absence or disability of the Chairperson, the Vice Chairperson shall perform the duties of the Chairperson. Section 8. The Secretary shall keep the minutes of all meetings of the Commission, and of all committee thereof, in books provided for that purpose. The Secretary shall attend to the giving, serving and receiving of all notices or process of or against the Authority. The Secretary may sign with the Chairperson in the name of the Authority all bonds, contracts and other obligations authorized by the Commission, and when so ordered, the Secretary shall affix the seal of the Authority thereto. The Secretary 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. Section 9. The Treasurer shall have custody of all the funds and securities of the Authority which may come into his or her hands or possession. When necessary or proper, the Treasurer shall endorse on 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. The Treasurer shall sign all receipts and vouchers for payment made to the Authority. The Treasurer shall jointly with such other officer as may be designated by the Commission sign all checks, promissory notes and other obligations of the Authority when so ordered by the Commission. The Treasurer shall render a statement of his/her cash accounts when required by the Commission. The Treasurer shall enter regularly in the books of the Authority to be kept by him or her for the purpose full and accurate accounts of all moneys received and paid by him or her on account of the Authority, and shall, at all reasonable times, exhibit the books and accounts kept by the Treasurer to the Commission or any Commissioner when so required. The Treasurer shall perform all acts incidental to the position of Treasurer fixed by the bylaws and as assigned to him or her from time to time by the Commission. The Treasurer shall be bonded for the faithful 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 10. Compensation, per diem fees and mileage for attending meetings, if any, for the members of the Commission shal! be fixed by the Commission when approved by a majority of the City Council. No Commissioner who holds any paid public office or public employment shall receive any salary as such Commissioner. Section 11. Vacancies occurring on the Commission other than an ex officio Commissioner shall be filled by the Mayor with the advice and consent of the City Council for the unexpired term. Section 12. A Commissioner other than an ex officio Commissioner may be removed from office for cause by an affirmative majority vote of the City Council. -5- Section 13. The books and records of the Authority and of the Commission, officers and agents thereof shall be open to inspection and audit by the Finance Director and the Internal Auditor of the City at all reasonable times. The Authority shall submit an annual report to the City Council. ARTICLE VI Section 1. The City Clerk of the City shall cause a copy of these Articles of Incorporation or a summary of the Articles to be published once in the Lansing State Journal, being a newspaper circulated within the City as provided in 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 provided in Act 31. Section 2. The City Clerk of the City shall file a certified copy of the Articles of Incorporation with the Ingham County Clerk, the Eaton County Clerk, and the Michigan Secretary of State, together with a certificate of the date and newspaper of publication, as required by Act 31. ARTICLE VII Amendments may be made to these Articles of Incorporation as provided in Section 10 of Act 31. ARTICLE VIII Location of registered office and post office address is: Office of the City Clerk Lansing City Hall 124 W. Michigan Ave. Lansing, Michigan 48933 ARTICLE IX Dissolution of the Authority may be accomplished in the same manner provided in Act 31 for incorporation of an authority, in so far as applicable, or in any manner provided for dissolution of an authority under the provisions of Act 31, provided that the Authority shall not be dissolved until payment or provision for payment is made regarding all obligations of the Authority. -6- ARTICLE X These Articles of Incorporation shall become effective and be in full force and effect as provided in Section 6 of Act 31 ten (10) days after their adoption by City Council. IN WITNESS WHEREOF, the City of Lansing, Michigan has adopted and authorized to be executed these Articles of Incorporation on behalf of the City, a municipal corporation of the State of Michigan, by its Mayor and City Clerk. CITY OF LANSING, Michigan By Mayor By �� City Clerk The foregoing Articles of Incorporation were adopted by the City Council of the City of Lansing, Counties of Ingham and Eaton, Michigan, at a meeting duly held on the �0 day of n6 UP"61f , 1995, and will be filed by the City Clerk with the Ingham County Clerk, the Eaton County Clerk, and the Michigan Secretary of State. Dated:`Ttt-1?w► W �3 , 1995. City derk, dJty of Lansing, Michigan 11:14 10123 IArs1\40312.2%050742-00017 -7-