HomeMy WebLinkAboutBrownfield Redevelopment Authority BY-LAWS OF THE
€3ROWNFIELD REDEVELOPMENT AUTHORITY
OF THE CITY OF LANSING
ARTICLE-L
NAME
The name of the City of Lansing Brownfield Redevelopment Authority is
THE BROWNFIELD REDEVELOPMENT AUTHORITY OF THE CITY OF LANSING (the
"Authority")
ABT1CLE- H
The Authority shall provide a corporate seal which shall be'in the form
of a circle and shall have inscribed thereon the name of the Authority and the words
"CORPORATE SEAL'.
ARTIQLE III
Section 1 . BD_QL .red Off iC&. The registered office of the Authority
is the Economic Development Corporation of the City of Lansing, 316 N. Capitol
Avenue, Suite # C-3, Lansing, Michigan 48933-1242.
Section 2. 0 her Offices. The Authority may have such other offices
as the Board of Directors may determine, or the affairs of the Authority may require
from time to time.
ARTICLE TV
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EOMLERS
The Authority shall have all of the powers which are now or may
hereafter be conferred on authorities organized pursuant to Public Act No. 3B1 of the
Michigan Public Acts of 1996, as amended, (the "Act") and future amendments to
the Act, including all powers necessary to carry out the purpose of its incorporation
and all powers incident thereto, and including but not limited to the following powers
to:
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(a) Facilitate the implementation of brownfield plans relating to the
designation and treatment of brownfield redevelopment zones
that promote the revitalization of environmentally distressed
areas.
(b) Engage in eligible response activities proposed as part of a brownfield
plan, which may include baseline environmental assessment
activities, due care activities, and additional response activities
for an eligible property.
(c) Prepare remedial action plans which describe each individual
activity to be conducted and the associated costs of each
individual activity (for eligible properties).
(d) May establish a local site remediation revolving fund which shall
consist of money available under Section- 13(5) of the Act and
may also consist of money appropriated or otherwise. made
available from public or private sources. This revolving fund
may only be used to pay the costs of eligible activities on
eligible property that is located within the establish Brownfield
Redevelopment Zone. The Authority, or the municipality on
behalf of the Authority may incur an obligation for the purpose
of funding a local site remediation revolving fund.
(e) Adopt, amend, and repeat bylaws for the regulation of its affairs
and the conduct of its business.
(f) Incur and expend funds to pay or reimburse a public or private
person for costs of eligible activities attributable to an eligible
property.
(g) As approved by the municipality, incur costs and expend funds
from the local site remediation revolving fund as allowed under
Section 80 ) of the Act.
(h) Make and enter into contracts necessary or incidental to the
exercise of its powers and the performance of its duties,
including but not limited to lease purchase agreements, land
contracts, installment sales agreements, and loan agreements.
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(i) On terms and conditions and in a manner and for consideration
the Authority considers proper or for no monetary consideration,
own, mortgage, convey, or otherwise dispose of, or lease as
lessor or lessee, land and other property, real or personal, or
rights or interests in the property, that the Authority determines
are reasonably necessary to achieve the purposes of the Act,
and grant or acquire licenses, easements, and options with
respect to the property.
(j} Acquire, maintain, repair, or operate all devices necessary to ensure
continued eligible activities on eligible property:
W Accept grants and donations of property, labor, or other things of
value from a public or private source.
(1) Incur costs in connection with the performance of its authorized
functions, including, but not limited to, administrative costs
and architect, engineer, legal, or accounting fees.
(m) Study, develop, and prepare the reports or plans the Authority
considers necessary to assist it in the exercise of its powers
under this Act and to monitor and evaluate the progress made
in the development of the zone.
(n) Procure insurance against loss in connection with the Authority's
property, assets, or activities.
(o) Invest the money of the Authority at the Authority's discretion in
obligations determined proper by the Authority, and name and
use depositories for its money.
(p) Make loans, participate in the making of loans, undertake commit-
ments to make loans and mortgages, buy and sell loans and
mortgages at public or private sale, rewrite loans and mortgages,
discharge loans and mortgages, foreclose on a mortgage,
commence an action to protect or enforce a right conferred upon
the Authority by a law, mortgage, loan, contract, or other
agreement, bid for and purchase property that was the subject
of a mortgage at a foreclosure or other sale, acquire and take
possession of the property and in that event compute, administer,
pay the principal and interest on obligations incurred in
connection with that property, and dispose of and otherwise
deal with the property, in a manner as may be necessary or
desirable to protect the interests of the Authority.
(q) Borrow money and issue its notes under the municipal finance
act, Act No. 202 of the Public Acts of 1943, being sections
131.1 to 139.3 of the Michigan Compiled Laws, in anticipation
of collection of tax increment revenues.
(r) Do all other things necessary or convenient to achieve the
objectives and purposes of the Authority, Act. No 381 of 1996,
or other laws that relate to the purposes and responsibilities of
of the Authority.
T LCI LJ
BOARD OF DIBECIMS
Section 1. Oenerai Powers. The affairs of the Authority shall be
managed by its Board of Directors.
Section 2. Annual ElectiQ An annual election of Officers
of the Board of Directors shall be held at the first Board meeting after the first day of
January in each year beginning with the year, 1998, at the hour of approximately
5:30 o'clock p.m., for the purpose of electing officers and for the transaction of such
other business as may come before the meeting. If the election of officers shall not
be held on the•day designated herein because of any adjournment thereof, the Board
of Directors shall cause the election to beheld at a regular or special meeting of the
Board of Directors as soon thereafter as conveniently may be.
Section 3.. Regular MeelD.g - Regular meetings of the Board of
Directors shall be held not less than once every three months, immediately following
the regular meeting of the Tax Increment Finance Authority of the City of Lansing
Board of Directors meeting.
No further notice of the regular meetings of the Board shall be required
to be given to the Directors. Within ten (10) days after,the first meeting of new year,
public notice, as herein provided, will be posted stating the dates and times of the
Directors' regular meetings for the remainder of the year. If there is a change in the
schedule of regular meetings, there shall be posted, as herein provided, within three
(3) days after the meeting at which the change is made, a public notice stating the
new dates and times of its regular meetings.
Section 4. B4wsdaLldaalb-qa- Special meetings of the Board of
Directors may be called by or at the request of the Chairperson, the Secretary or any
two Directors. The Secretary shall give notice of the time and place of such meeting
and said notice is to be posted pursuant to Section 7 (e).
r . Section 5. Nntice of Soec(al Meetings. Notice of any special meeting
of the Board of Directors shall be given by written notice delivered personally or sent
by telegram at least three (3) days previous thereto or sent by mail at least four (4)
days previous thereto to each Director at his or her address as shown in the records
of the Authority. If mailed, such notice shall be deemed to be delivered when
deposited in the United States Mail in a sealed envelope so addressed, with postage
thereon prepaid. If notice is given by telegram, such notice shall be deemed to be
delivered when the telegram has been delivered to the telegraph company.
Section 6. Waiver. Any Director may waive notice of any meeting
either before or after such meeting. Attendance of a Director at a meeting constitutes
waiver of notice of the meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board need be specified in the notice .
or waiver of notice of such meeting, unless otherwise required by these By-Laws.
Section 7. Public Notice.
(a) A public notice shall always contain the-name of the
Authority, its telephone number, if one exists, its registered
office and the date, time, and place of any meeting announced
therein.
(b) A public notice for the Authority shall always be
posted at its registered office.
(c) Upon the written request of an individual,
organization, firm, or corporation, and upon the requesting
party's payment of a yearly fee of not more than the reasonable
estimated cost for printing and postage of such notices, the
Authority shall send to the requesting party by first class mail
a copy of any notice required to be posted.
(d) Upon written request, the Authority, at the same
time a public notice of a meeting is posted, shall provide a
copy of the public notice of that meeting to any newspaper
published in the state and to any radio and television station
located in the state, free of charge.
(e) Public notice of rescheduled regular or special
meetings of the Directors shall be posted at least 18 hours
before the meeting. Any meeting recessed for more than 36 hours
shall be reconvened only after such notice. Nothing in this
section shall 'bar the Directors from meeting in emergency session
in the event of a severe and imminent threat to the health,
safety or welfare of the public when two-thirds of the Directors
serving decide that delay would be detrimental to efforts to
lessen or respond to the threat.
Section 8. Public Meetings.
(a) All meetings of the Directors shall be open to the
public and shall be held in the Mayor's Ninth Floor Conference Room of
Lansing City Hall-unless a different location is described in the notice of
meeting. All persons shall be .permitted to attend any meeting except
as otherwise provided in Section 9.
(b) All decisions of the Directors shall be made at a
meeting open to the public.
(c) All deliberations of the Directors constituting a
quorum of its members shall take place at a meeting open to the
public except as otherwise provided in Section 9.
(d) A person shall not be required as a condition to
attendance at a meeting of the Directors to register or otherwise
provide-his name or other information or otherwise to fulfill a
condition precendent to attendance.
(e) A person shall be permitted to address a meeting of
the Directors under rules to be established and recorded by the
Directors.
(f) A person shall not be excluded from a meeting of the
Directors except for a breach of peace actually committed at.the
meeting.
Section 9. • . The Directors may meet in closed
session only for the following purposes:
(a) To consider the dismissal, suspension, or disciplining
of, or to hear complaints or charges brought against, an Authority
officer, employee, staff member, or individual agent, when the
named person requests a closed hearing.
(b) For strategy and negotiation. sessions connected with
the negotiation of a collective bargaining agreement when either
negotiating party requests a closed hearing.
(c) To consider the purchase or lease of real property
up to the time an option to purchase or lease that real property
is obtained.
(d) To consult with its attorney regarding trial or
settlement strategy in connection with specific pending
litigation, but only when an open meeting would have a "
detrimental financial effect on the litigating or settlement
position of the Authority.
(e) To review the specific contents of an application
for employment or appointment to a public office when.the
candidate requests that the application remain confidential. .
However, all Interviews by the Directors for employment or,
appointment to a public office shall, be. held.in an open.meeting.
(f) A two-thirds (2/3) roll call vote of members
appointed and serving shall be required to call a closed
session except when it involves an Authority officer, employee,
staff member or individual agent.
Section 10. Minutes of nas.
(a) The Authority shall keep minutes of each meeting
showing the date, time, place, members present, members absent,
any decisions made at a meeting open to the public, and the
purposes for which a closed session is held. The minutes shall
include all roll call votes taken at the meeting.
(b) Minutes shall be public records open to public
inspection and shall be available at the address designated on
posted public notices pursuant to Section 9. Copies of the
minutes shall be available to the public at the reasonably
estimated cost for printing and copying.
(c) Proposed minutes shall be available for public
inspection not more than eight (8) business days after the
meeting to which the minutes refer. Approved minutes shall be
available for public inspection not later than five (5) business
days after the meeting. at which the minutes are approved by the
Directors.
Section 11 . . A majority of the members of the
Board then in office shall constitute a quorum for the transaction of business. The
vote of a majority of the members present at a meeting at which a quorum is present
shall constitute the action of the Board of Directors unless the vote of the larger
number is required by statute or elsewhere in these By-Laws.
Section 12. Officers. The Board shall elect a Chairperson and Vice
Chairperson both of whom shall be members of the Board. The Board may designate
and elect a Secretary and Treasurer of the Board as they consider necessary.
Section 13. The officers shall be elected annually by the Board of
Directors at its annual meeting and shall hold office for a term of one (1) year and
thereafter until his or her successor is elected and qualified,.or until death, resignation
or removal, provided that the first officers shall be elected at the first meeting of the
Board of Directors. The officers shall be sworn to the faithful discharge of their
duties.
Section 14. Chairperson. The Chairperson shall be the chief executive
officer of the Authority. The Chairperson shall preside at all meetings of the
Directors, shall have general and active management of the business of the Authority,
and shall see that all orders and resolutions of the Board are carried into effect. The
Chairperson may execute with the Secretary or any other proper officer authorized
by the Board of Directors, all bonds, notes, mortgages, conveyances and other
Instruments which the 13oard of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be expressly delegated by the
Board of Directors, by the By-Laws of the Authority or by statute to some other
officer or agent of the Authority. He or she shall be ex-officio a member of all
standing committees, and shall have and exercise such other authority as is
specifically granted from time to time by the Board.
Section 15. Vice Chairperson. The Vice Chairperson shall perform such
duties as.are delegated to him or her or by the Chairperson and shall, In the absence
or In the event of the disability of the Chairperson, perform the duties and exercise
the powers of the Chairperson. The Vice Chairperson shall perform such other duties
as the Board of Directors shall prescribe.
Section 16. SectQdary. The Secretary shall be the recording officer of
the Authority, and shall attend all meetings of the Board, record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. The Secretary shall give, or cause
to be given, notice of all meetings-of the Board of Directors, and shall perform such
other duties as may be prescribed by the Board of Directors. The Secretary shall keep
in safe custody the se8l of the Authority, and when authorized by the Board, affix the
same to any instrument requiring it, and when so affixed it shall be attested by his
or her signature or by the signature of the Treasurer.
Section 17. Treasurer. The Treasurer shall have custody- of the
corporate funds and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Authority and shall deposit all moneys,
and other valuable effects in the name and to the credit of the Authority in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of .the Authority as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the Chairperson and Directors,
at the regular meetings of the Board, or whenever they may require an account of his
or her actions as Treasurer and of the financial condition of the Authority. The
Treasurer shall give the Authority a bond, if required by the Board, for the faithful
performance of the duties of his or her office and for the restoration to the Authority,
in case of death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his or her possession or
under his or her control belonging to the Authority.
Section 18. Rem An officer may be removed by an affirmative vote
of a majority of the Directors, with or without cause, whenever in the judgment of the
Board of Directors the best interests of the Authority would be served. Removal of
a member is subject to review by the circuit court.
Section 19. ysancv. A vacancy in any office because of death,
resignation, removal or otherwise, may be filled by the Board of Directors at any
meeting for the unexpired portion of the term of the office.
Section 20. . "If a Board Member neglects to
perform their duties by failing to attend three (3) scheduled meetings of the Board or
Committee in a one (1) year period, and their inattendance is without valid reason
given to the Board Chair, the Board Member shall be asked to resign from their
position on the Board.
ARTICLE A
Section 1 . rnmmittee of Directors. The Board of, Directors, by .
resolution adopted by a majority of the directors present at any meeting, may
designate and appoint one or more committees, each of which shall consist of two
or more Directors, which committees shall have and exercise such authority as shall
be granted to them by such resolution; provided such committee shall not have any
power or authority reserved to the Board of Directors by the By-Laves; statutes or
other law; provided further that said committee shall not adopt an agreement of
merger or consolidation or an agreement for the sale, lease or exchange of all, or
substantially all of the Authority's property and assets, dissolve the Authority, or
amend the By-Laws of the Authority. All actions by the committee shall be subject
to approval by the Board of Directors. Except as otherwise provided In such
resolution, the members of such committee shall be Directors of the Authority and the
Chairperson shall appoint the members thereof. Any member may be removed by the
person or persons authorized to appoint such member whenever in their judgment the
best interests of the Authority shall be served by such removal.
Section 2. Term of Office. Each member of a committee shall continue
as such until the next annual meeting of the Board of Directors and until his or her
successor is appointed, unless the committee shall be sooner terminated, or unless
such member be removed from such committee, or unless such member shall cease
to qualify as a member thereof.
Section 3. chairperson. One member of each committee. shall be
appointed chairperson by the person or persons authorized to appoint the members
thereof.
Section 4. Quorum. Unless otherwise provided in the resolution of the
Board of Directors designating a committee, a majority of the whole committee shall
constitute a quorum and the act of a majority of the members present at a meeting
at which a quorum is present shall be the act of the committee.
ARTICLE VII
QoNTca QJ GHEC,S DEPOSITS AND FUNDS
Section 1 . Q traCtS. The Board of Directors may authorize any officer
or officers, agent or agents of the corporation in addition to the officers so authorized
by the Act or these By-Laws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Authority, and such authority may be
general or confined to specific instances.
Section 2. C becks and Drafts.. All checks, drafts or orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Authority, shall be signed by such officer or officers, agent or agents of the
Authority and in such manner as shall from time to time be determined by resolution
of the Board of Directors. in the absence of such determination by the Board of
Directors, such instruments shall be signed by the Treasurer and countersigned by the
Chairperson or Vice Chairperson of the Authority.
Section 3'. a. Ail funds of the Authority shall be deposited from
QpD,qtime to time to the credit of the Authority in such banks, trust companies or other
depositaries as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the
Authority any contribution, gift, bequest or devise for the general purposes or for any
special purpose of the Corporation.
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 members, Board of
Directors and committees having any of the authority of the Board of Directors, and
shall keep at the registered or principal office a record giving the names and
addresses of the members entitled to vote. All books and records of the Authority
may be inspected by any Director, or his or her agent or attorney for any proper
purpose at any reasonable time.
ARTICLF,JX .
The fiscal year of the Authority shall begin on the first day of July and
end on the last day of'June in each year.
ARTICLE X
REPORTING. PUBLIC ACCESS.10 RECDBD-.S'
Section 1 . The Authority shall report to the City Council and obtain
approval thereof before adopting the annual budget of the Authority, all as required
by the Act.
Section 2. The financial records,- accountings, audit reports, and other
reports of public moneys under the control of the Authority shall be public records
and open to inspection.
ARTIQLE XI
AMENDMENTS TO BY-LAW
Amendments to these By-Laws may be approved by a majority of the
Directors present at any regular meeting or at any special meeting, if at least five (5)
days written notice is given of intention to amend these By-Laws at such regular or
special meeting.
ARTICLE XII
IND!^MNIFIC TA IOA
Section 1 . Indemnificatio . Whenever any claim is made or any civil
action is commenced against any officer or employee of the Authority for injuries to
persons or property caused by the negligence of the officer or employee while in the
course of his/her employment and while acting within the scope of his/her authority,
the Authority may pay for legal services and also for any judgment or compromise
settlement of the claim, pursuant to Act 170 of the Public Acts of 1964, as amended.
Section 2. Reimbursement. Any indemnification under Section 1 shall
be made by the Authority only as authorized in the specific case upon a determination
that indemnification of the employee or officer is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Section 1 . Such
determination shall be made in either of the following ways:
1. By the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to
such action, suit or proceeding.
2. If such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs,
supported by the recommendation of independent legal counsel
in a written opinion.
Section 3. 1nsur@nce• The Board of Directors may, in the exercise of its
discretion, from time to time authorized by resolutions duly adopted, purchase and
maintain insurance on behalf of any person who is or was a director or officer of the
Authority, against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the Authority would have
power to Indemnify him against such liability under Sections 1 and 2 of this Article.
CERTIFICATION
hereby certify that the above By-Laws were adopted on the 2"d day of I
October, 1997, by Resolution of the Board of Directors of Brownfield Redevelopment
Authority of the City of Lansing.
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Dennis J. Sykes
Secretary of The Brownfield
Redevelopment Authority of the
City of Lansing
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