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HomeMy WebLinkAboutJoint Building Authority ACKNOWLEDGEMENT COPY LAw OFFICES OF SIDNEY T.MILLER(1864-1940) MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. ANN ARBOR,MICHIGAN GEORGE L.CANFIELD(1888-1928) BLOOMFIELD HILLS,MICHIGAN LEWIS H.PADDOCK(1868.1935) A PROFESSIONAL LIMITED LIABILITY CoNvANy DETROIT,MICHIGAN FERRIS D.STONE(1882-1945) ONE MICHIGAN AVENUE, SMITE 900 GRAND RAPIDS,MICHIGAN KALAMAZOO,MICHIGAN LANSING, MICHIGAN 48933-1609 LANSINO,MICHIGAN MONROE,MICHIGAN JULIA K. BAKER NEW YORK,N.Y. LEGAL ASSISTANT TELEPHONE (517) 487-2070 WASHINOTON,D.C. DIRECT DIAL: (517)483-4909 INTERNET http://www,millarcanfield.com AFFILIATED OFFICES: E-MAIL: BAKER.J(&MCPS.COM FAX (517) 374-6304 PENSACOLA,FLORIDA COMSK,POLAND KATOWICE,POLAND July 9, 1998 WARSAW, POLAND VIA MESSENGER Michigan Secretary of State Division of the Great Seal Library and Historical Center 717 W. Allegan Laiis in , MiLI-411 CJ-aii ATTENTION: Joanie Kollek re: City of Lansing and County of Ingham Joint Building Authority Dear Ms . Kollek: 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 publication of these articles, as required by Section 6 (1) of Act 31 (MSA 9 123 . 956) - Please date stamp the second copy of this letter as your acknowledgement of receipt of these documents . Ver t 1 ours, J lia K. Baker Legal Assistant Enc .cc w/o enc. : Gerald Ambrose EC E I V E- D Mike Bryantoni�,t, "�..T.t r?ia te Robert Swanson Marilynn Slade Bill Danhof IiiI 091998 LAPS1\63750.1\030792-00021 uttIce oi via Great Sa.. 9ngham County Controller Gerald W. Ambrose John L.Neilsen Controller Deputy Controller Phone (517) 676-7206 Law&Courts/Human Services FAX (517)676-7306 -, Phone (517) 676-7211 County Courthouse Darnell Earley P.O. Box 319 Deputy Controller Mason, Michigan 48854 t s Administrative Services/Budget Phone (517) 676-7217 July 8, 1998 Ms. Juli Baker Legal Assistant Miller, Canfield, Paddock and Stone, P.L.C. One Michigan Avenue, Suite 900 Lansing, MI 48933-1609 Re: City of Lansing and County of Ingham Joint Building Authority Dear Juli: Enclosed please find an original Articles of Incorporation and Certification for the City of Lansing and County of Ingham Joint Building Authority. It is my understanding that you will file these documents with the Secretary of State. Thank you for your assistance in this matter. Please call me if you have any questions or concerns. Sincerely, )" Jet fifer L.Venu, Aed inistrative Secretary SO— .jln c: Ingham County Clerkv/ Teri Cook - r Lev A- Enclosures Ingham County is an Equal opportunity Employ 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 public 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 July 8 , 1998 in the Lansing State Journal, a newspaper of general circulation within the City of Lansing and County of Ingham. Mike Bryanton, my Clerk County of Ingham, Michigan Dated: July 8 1998 -L 17.12 2127 •�� L AF51160224.1150796-00043 ARTICLES OF INCORPORATION OF CITY OF LANSING AND COUNTY OF INGHAM JOINT BUILDING AUTHORITY These Articles of Incorporation are adopted, signed and acknowledged by City of Lansing, Michigan (the "City°) , and the County of Ingham, Michigan (the "County") , for the purpose of forming a nonprofit municipal Joint Building Authority under the provisions of Act 31, Public Acts of Michigan, 1948 (First Extra Session) , as amended ( "Act 31") , the Articles being as follows : ARTICLE I The name of this corporation and authority is the CITY OF LANSING AND COUNTY OF INGHAM JOINT BUILDING AUTHORITY. ARTICLE II The incorporating units are the City of Lansing, Michigan, and the County of Ingham, Michigan, each a municipal corporation of the State of Michigan (collectively, the "Incorporating Units°) . ARTICLE III This Authority is incorporated for the purpose of acquiring, furnishing, equipping, owning, improving, enlarging, operating, and maintaining buildings, automobile parking lots or structures, recreational facilities, stadiums, and the necessary 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 Incorporating Units, and for any and all other purposes authorized and permitted by Act 31 as it may be amended from time to time . 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 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 Units . 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 provide that the obligation of each Incorporating Unit for the payment of any rental required thereby shall not be subject to any setoff by the City or the County or any abatement of cash rentals for any cause, including but not limited to casualty that results in the property being untenantable. 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 shall be specifically stated in the contract to be a joint obligation of both Incorporating Units -2- to be issued in accordance with and subject to the provisions of such other laws . Section 5 . 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 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 . ARTICLE V GOVERNING BODY / OFFICERS: Section 1 . The Authority shall be directed and governed by a Board of Commissioners of three (3) members known as the "Commission, " to be elected by the City 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 section. 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 shall be elected by the joint action of the City Council and the County Board of Commissioners . If the City Council and the County Board of Commissioners are unable to agree upon a choice for the third member within 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 Authority Commission. Section 2 . Commissioners shall serve for four year terms . The terms of the initial Commissioners shall begin as of the date of the first meeting of the Commission. Section 3 . The Commission shall designate one of its members as Chairperson, one "of its members as Secretary, and a Treasurer 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 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. 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, interest coupons, contracts, checks and other obligations by manual or facsimile signature in the name of the Authority when so -5- authorized by the Commission. The Chairperson shall do and perform such other duties as may be fixed by the bylaws and from time to time assigned by the Commission. Section 7 . 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, 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 . 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 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 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 -6- Commission. The Treasurer shall render 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 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 9 . Annual compensation, if any, for the members of the Commission 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 receive any salary as such Commissioner. Section 10 . Vacancies occurring on the Commission shall be filled for 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 joint action of the City Council and the County Board of 7 Commissioners which shall take action by an affirmative majority vote. Section 12 . The books and records of the Authority and of the Commission, 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 Incorporating Units. ARTICLE VI REGISTERED OFFICE: Location of registered office and post office address is : Lansing City Clerk 9th Floor, City Hall 124 W. Michigan Ave. Lansing, MI 48933 ARTICLE VII Section 1. 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 Articles of Incorporation in his office and with the Michigan -8 - Secretary of State, together with a certificate of the date and newspaper of publication, as required by Act 31 . ARTICLE VIII EFFECTIVE DATE: These Articles of Incorporation shall become effective and be in full force and effect immediately upon publication of these Articles as provided in Article VII hereof . ARTICLE IX Amendments may be made to these Articles of Incorporation as provided in Act 31, as Act 31 may be amended from time to time . -9- IN WITNESS WHEREOF, the CITY OF LANSING, Michigan, by its City Council, has adopted and authorized to be executed these Articles of Incorporation on its behalf by its Mayor and its City Clerk, and the COUNTY OF INGHAM, Michigan, by its County Board of Commissioners, has adopted and authorized to be executed these Articles of Incorporation on its behalf by the Chairperson of its County Board of Commissioners and its County Clerk. CITY OF LANSING, State of Michigan BY C . Mayo By City Cle k The foregoing Articles of Incorporation were adopted by the City Council of City of Lansing, Michigan, at a meeting duly held on 1998 . Clerk, Cit of Lansing, Michigan Dated: Ak" 1998 . APPROVED AS TO FOR C9YATTORNEY hereby certify that funds are avaAable Acct. N� Robert W.Swanson, Rnance hector The COUNTY OF INGHAM, Michigan, by its County Board of Commissioners, has adopted and authorized to be executed these Articles of Incorporation on its behalf by the Chairperson of its County Board of Commissioners and its County Clerk. COUNTY OF INGHAM, State of Michigan BAia..fEprZr�son, County Board of ssioners By County Clerk The foregoing Articles of Incorporation were adopted by the County Board of Commissioners of th'e County of Ingham, Michigan, at a meeting duly held on �/Q 0 Zr 1-998 . Clerk, Cou 4tyfl:ng�ham, Michigan Dated: 1998 , 17.12 2/27 LAPS1160902 or 60224.1150796-00043 -11-