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HomeMy WebLinkAboutLansing Public Media Authority, Articles of IncorporationARTICLFS OF INCORPORATION OF LANSING PUBLIC MEDIA AUTHORITY 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 properties 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 acquisition, construction, operation, and maintenance of a public media center and arts and cultural performance venue, 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 Public Media 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 PUBLIC MEDIA 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 acquisition, constructions, operation, and maintenance of a public media center and arts and cultural performance venue, and appurtenant properties and facilities therefor. 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 1 of 6 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. The Authority shall be a body corporate with power to sue and be sued in any court of the State of Michigan. Section 3. 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 4. For the purpose of accomplishing the objects of its incorporation, the Authority may accept property transferred to the Authority by the City, and the Authority may, subject to the prior approval of the City Council, acquire property by 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 5. All property owned by the Authority shall be exempt from taxation by the State of Michigan or any taxing unit therein. Section 6. 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. Section 7. 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 of eight (8) voting members known as the "Commission." The Commissioners shall include the persons holding the City of Lansing offices of City Attorney, Finance Director, and Director of the Office of Community Media of the City, an additional member to be designated as the Mayor's Representative, and four (4) members of the public selected by the Mayor with the advice and consent of the City Council. Two (2) of the three (3) Lansing Public Media Authority Commissioners selected by the Mayor with the advice and consent of the City Council shall reside within the corporate limits of the City. The Mayor and the members of the City Council 2 of 6 shall not be eligible for membership or appointment to the Commission. Section 2. The terms of the Commissioners serving by virtue of holding the offices of City of Lansing offices of City Attorney, Finance Director, and Director of the Office of Community Media of the City shall continue as long as the Commissioner holds said office. 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. The term of the Commissioner serving as the designated Mayor's Representative shall continue to serve at the pleasure of the Mayor and may be removed or replaced at any time by the Mayor. Section 3. The terms of the three (3) Commissioners selected by the Mayor with the advice and consent of the City Council to serve on the first Commission shall be for a term of years as follows: one Commissioner for a term ending on June 30, 2024, one Commissioner for a term ending on June 30, 2025, and one Commissioner for a term ending on June 30, 2026. Each succeeding Commissioner shall serve for a 3 -year term beginning on July 1 following the expiration of the term of the Commission whom he or she succeeds and expiring June 30 of the last year of such term. Each Commissioner shall serve during the term for which he or she is appointed and thereafter until his or her successor is appointed and qualified. Section 4. The Commissioners shall not be subject to personal liability of accountability for the actions and debts of the Authority. Section 5. 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 Act 267, Public Acts of Michigan, 1976, as amended. Section 6. The Commission shall adopt a corporate seal. Section 7. The Commission shall designate a Chairperson, and a Vice Chairperson who shall be Commissioners, and a Secretary and a Treasurer who may but 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 provided in the bylaws. Section 8. 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 bylaws and from time to tie 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 9. The Secretary shall keep the minutes of all meetings pof the Commission, and of all committees 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 3 of 6 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 10. 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 or officers 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 or 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 11. Compensation, per diem fees and mileage for attending meetings, if any, for the members of the Commission shall 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 12. Vacancies occurring in the office of the Commission described in Section 3 of this Article V shall be filled by the Mayor with the advice and consent of the City Council for the unexpired term. Section 13. A Commissioner, other than an ex officio Commission or Mayor's Representative, may be removed from office for cause by an affirmative majority vote of the City Council. Section 14. 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 of the City at all reasonable times. The Authority shall submit an annual report to the City Council. ARTICLE VI The City Clerk of the City shall cause a copy of these Articles of Incorporation to be published once in 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. 4 of 6 ARTICLE VII Amendments may be made to these Articles of Incorporation as provided in Act 31. ARTICLE VII 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. 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 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 Clerk. CITY OF LANSING, MICHIGAN By �— Mayor It By city cl 5 of 6 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 S fh day of8*e'ro—�4V '2027—. Dated: '0411qz' "Z _e:: ,i W� City Clerk, City of L Fing, Michigan 6 of 6