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HomeMy WebLinkAboutSaginaw Street Corridor Improvement Authority Adopted Bylaws1 of 6 BYLAWS OF THE SAGINAW STREET CORRIDOR IMPROVEMENT AUTHORITY OF THE CITY OF LANSING Rev: January 16, 2019 ARTICLE I - NAME The name of this Authority is the Saginaw Street Corridor Improvement Authority of the City of Lansing. ARTICLE II - PURPOSE The purpose of the Authority is to carry out those purposes and exercise those powers as conferred upon it by State of Michigan’s Corridor Improvement Authority Act, Act 57 of 2018 (Formerly known as Act 280 of the Michigan Public Acts of 2005) as amended (“the Act”). The Authority shall be a public body corporate and shall have all the powers which now or hereafter may be conferred by law on authorities organized under the Act. These Bylaws are adopted as the Authority’s rules governing procedure and holding regular meetings, in accordance with the Act. ARTICLE III - AUTHORITY BOARD OF DIRECTORS Section 1. Authority Board. The Authority shall be under the supervision and control of a board consisting of seven members appointed by the Mayor of the City of Lansing subject to the approval of City Council. The board will also include the Mayor or a Mayoral Assignee. Not less than a majority of the members shall be persons having an ownership or business interest in property located in the Corridor Improvement Authority development area. At least one of the members shall be a resident of the development area or of an area within one-half mile of any part of the development area. Section 2. Terms, Replacement, and Vacancies. Of the initial seven members appointed, one term shall expire on June 30, 2016, two terms shall expire on June 30, 2017, two terms shall expire on June 30, 2018, and two terms shall expire on June 30, 2019. Thereafter, each member appointed shall serve for a term of four years. A member shall hold office until the member’s successor is appointed. An appointment to fill a vacancy shall be made by the Mayor for the unexpired term only. Before assuming the duties of office, a member shall qualify by taking and subscribing to the constitutional oath of office. Section 3. Removal. A member of the Board may be removed for cause by the City Council after having been given notice and an opportunity to be heard. ARTICLE IV - OFFICERS Section 1. Officers. The officers of the Authority Board shall be a chairperson, a vice chairperson, a treasurer, and a recording secretary. All officers shall be members of the Authority Board, with the exception of the recording secretary who may, but need not be, a member of the Authority Board. Section 2. Removal of Officers. An officer may be removed by the Authority Board whenever, in its 2 of 6 judgment, the best interest of the Authority Board will be served. Section 3. Chairperson. The chairperson shall preside at all meetings of the Authority Board and shall discharge the duties as a presiding officer. Section 4. Vice Chairperson. In the absence of the chairperson or in the event of inability to serve as chairperson, the vice chairperson shall perform the duties of the chairperson and when so acting, shall have all the powers and be subject to all the restrictions of the chairperson. Section 5. Treasurer. The treasurer shall prepare, with the assistance of appropriate staff, an annual financial report covering the fiscal year of the Authority. The fiscal year of the Authority shall be July 1 to June 30. An annual audit will be made each year. The treasurer shall provide a bond if necessary, in the amount prescribed by the Authority Board. Section 6. Recording Secretary. The recording secretary, if not a member of the Authority Board, shall be a designee of the Authority Board. The recording secretary shall attend all meetings of the Authority Board and with the assistance of appropriate staff record all votes and the minutes of all proceedings, to be maintained for future reference. The recording secretary shall give, or cause to be given, notice of all meetings of the Authority Board, as required by law or these bylaws, and shall perform such other duties as may be prescribed by the Authority Board. The recording secretary shall, when authorized by the Authority Board, attest by signature to actions of the Authority Board, and shall maintain custody of the official seal, and of the records, books and all documents of the Authority. Section 7. Delegation of Duties of Officers. In the absence of any officer of the Authority Board due to resignation or removal, the Authority Board may delegate the powers and duties of any officer to any Authority Board member provided a majority of a quorum of the Authority Board concurs therein. Section 8. Election of Officers. Nominations shall be made from the floor at the annual meeting in January or at the initial meeting of the Authority Board. Officers shall be elected by ballot. The terms of office shall be for one year and begin at the close of the annual meeting at which they are elected, or until his or her successor shall be elected and qualified. No member shall hold more than one office at a time. ARTICLE V - EMPLOYMENT OF DIRECTOR The Authority Board may employ and fix compensation of a director subject to approval of the City Council. A member of the Board is not eligible to hold the position of Director. Before beginning his or her duties, the Director shall subscribe to the constitutional oath and furnish a bond as required by section 609 of Act 57 of 2018. The Director shall be the chief executive officer of the Authority. The Director shall serve at the pleasure of the Authority Board. ARTICLE VI - MEETINGS Section 1. Organizational Meeting and Election of Officers. Officers shall be elected at the first organizational meeting of the Authority Board after the adoption of the Bylaws and shall be appointed thereafter pursuant to Article VI - Section 2. 3 of 6 Section 2. Annual Meeting. Starting in the year 2019, an annual meeting shall be held in January at a time and place to be set by the Authority Board. Election of officers shall occur at the annual meeting. If the election of officers does not occur on the day designated or any adjournment thereof, the Authority Board shall cause the election to be held at a regular or special meeting of the Authority Board within 90 days of the annual meeting. Section 3. Regular Meetings. Regular meetings of the Authority Board shall be held at a time and place to be set by the Authority Board at its annual meeting. Notice of regular meetings shall be published in accordance with the Michigan Open Meetings Act, Act 267 of the Public Acts of 1976, as amended. The Authority Board records shall be open to the public. Section 4. Special Meetings. Special meetings of the Authority Board may be called by the chairperson, the vice chairperson in the absence of the chairperson, or by any three Authority members by giving 24 hours’ notice of the meeting to other board members, stating the purpose of the meeting, and by posting sufficient public notice in accordance with the Michigan Open Meetings Act. Section 5. Notice of Meetings. All meetings other than regularly scheduled meetings shall be preceded by public notice posted 18 hours prior to the meeting in accordance with the Michigan Open Meetings Act. Section 6 Agenda and Minutes. The recording secretary together with appropriate staff shall prepare the agendas for all regular meetings and send them to the Authority Board members at least 24 hours prior to the meeting. Any member of the Authority Board may request any item to be placed on the agenda. Minutes of all meetings shall be prepared and kept in accordance with the Michigan Open Meetings Act. Proposed Minutes of a meeting shall be made available to the public no more than 8 days after the meeting. The Board shall vote to approve or amend and approve minutes from any prior meeting, at the next regular meeting. Section 7 Quorum and Voting. A quorum shall constitute a majority of the Authority Board members appointed and serving at the time. A majority vote of a quorum of the Authority Board shall constitute the action of the Authority Board unless the vote of a larger number is required by statute, or elsewhere in these rules. In the event that effective membership is reduced because of a conflict of interest, a majority of the remaining members eligible to vote shall constitute the action of the Authority Board. Section 8 Rules of Order. Robert’s Rules of Order will govern the conduct of all meetings. Section 9 Open and Closed Meetings. All regular and special meetings of the Authority Board shall be open to the public, and each agenda shall include a time for public comment. Closed meetings of the Authority Board may be called for the purposes listed in the Michigan Open Meetings Act, if approved by the Authority. Section 10 Conflict of Interest. An Authority Board member who has a direct conflict of interest of more than a de minimis nature as defined by MCL 15.322 and 15.323 in any matter before the Authority Board shall disclose that interest prior to the Authority Board taking any action with respect to the matter. This disclosure shall become part of the record of the Authority Board’s official proceedings. Any member making such disclosure shall, with the approval of the 4 of 6 Authority Board, refrain from participating in the Authority Board’s decision-making process, to include all discussions, motions made and votes taken, relative to such matters, unless required by law. In addition, an Authority Board member shall be subject to the conflict of interest provisions of section 5-505 of the Lansing City Charter and the Ethics Ordinance in Part 2, Title 10, Chapter 290 of the Lansing Codified Ordinances. Section 11 Mandatory Voting. Except when a member is excused from participating on a matter by the chair because of a disclosed conflict of interest, all members present shall vote on all matters before the Authority Board. Section 12 Physical Presence Required. Members may not be counted as in attendance and may not vote unless they are physically present at the meeting. Members may not send a proxy to a meeting, and members may not vote by proxy. ARTICLE VII - EXECUTIVE COMMITTEE The officers of the Authority Board, including chairperson, vice chairperson, treasurer, and recording secretary, shall constitute the executive committee. The executive committee shall have general supervision of the affairs of the Authority Board between its business meetings, fix the hours and place of meetings, make recommendations to the Authority Board, and shall perform such other duties as specified in these Bylaws or as may be specified by the Authority Board. ARTICLE VIII - AUTHORITY BOARD COMMITTEES AND ADVISORY COMMITTEES Section 1 Authority Board Committees. The Authority Board, by resolution, may designate and appoint one or more committees to advise the Authority Board. Committee members shall be members of the Authority Board. The chairperson of the Authority Board shall appoint the members and select the chairperson of the Authority Board committees. The committees may be terminated by vote of the Authority Board. At the annual meeting, the committees will be evaluated and reappointed or dissolved. A majority of the committee will constitute a quorum. A majority of the members present at the meeting at which a quorum is present shall be the action of the committee. Section 2 Advisory Committees. The Authority Board may, by resolution, authorize the establishment of advisory committees to the Authority Board. The chairperson shall select, with the advice and consent of the Authority Board members, the members of each advisory committee. The advisory committees shall elect their own officers and establish rules governing their action. ARTICLE IX - INDEMNIFICATION Section 1 Indemnification and Defense. Matters involving a claim or civil action against any officer or employee of the Authority, while acting within the scope of their authority, are subject to the Government Liability for Negligence Act, Act 170 of the Public Acts of 1964, as amended. Section 2. Reimbursement. Any action by the Authority Board on behalf of an officer or employee under Section 1 shall be made by the Authority Board only as authorized in the specific case 5 of 6 upon a determination that such action is appropriate. Such determination shall be made in either of the following ways: 1. By a majority vote of the members of the Authority Board who were not parties to such claim, action, suit or proceedings, or 2. If such quorum is not obtainable, or even if obtainable, a quorum of disinterested members so directs, supported by the recommendation of legal counsel in a written opinion. Section 3. Insurance. The Authority Board may purchase and maintain insurance on behalf of any person who is or was an officer or employee of the Authority against any liability asserted against the officer or employee and incurred by them in any such capacity or arising out of their status as such. ARTICLE X - AMENDMENTS OF BYLAWS These Bylaws may be amended at any regular meeting of the Authority Board by a majority vote of a quorum, provided that the amendment has been submitted in writing at the previous regular meeting; provided, however, that no such amendment shall take effect until approved by resolution of the City Council.