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HomeMy WebLinkAboutLEDC Rules of ProcedurePAGE 1 OF 7 03-29-94AO9:36 RCVD (NON-PROFIT) A R T I C L E S O F I N C O R P O R A T I O N OF THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF LANSING These Articles of Incorporation are signed by the incorporators for the purpose of forming a non-profit corporation under the provision of Act No. 327 of the Public Acts of 1931, as amended, Act 284, Public Acts of 1972, as amended, and Act No. 338 of the Public Acts of 1974, as follows: ARTICLE I The name of the corporation is the ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF LANSING. ARTTr1 F TT The purpose or purposes for which the corporation is organized are as follows: To act as an economic development corporation in accordance with Act 338 of the Public Acts of 1974, as such statute may from time to time be amended; including particularly to alleviate and prevent conditions of unemployment, to assist and retain local industries and commercial enterprises to strengthen and revitalize the economy of the State of Michigan and particularly the City of Lansing, to provide the means and methods for the encouragement and assistance of industrial and commercial enter- prises in locating and expanding in the State of Michigan and particularly in the City of Lansing, to encourage the relocation and expansion of commercial enterprises to more conveniently provide needed services and facilities of the commercial enter- prises to the City of Lansing and residents thereof. In furtherance of these purposes, the corporation shall have all of the powers which now are or hereafter may be conferred by law on corporations organized under Act 327, Public Acts of 1931, as amended, Act 284, Public Acts of 1972, as amended, and particularly the powers granted by Act 338, Public Acts of 1974, and especially section 7 thereof, to -wit - (a) Construct, acquire by gift or purchase, reconstruct, improve, maintain, _ page 2 of 7 or repair projects and acquire the necessary lands for the site therefor. (b) To take, accept, hold and acquire by bequest, devise, gift, pruchase, loan or lease any property, real, personal or mixed, whether tangible or intangible, without limitation as to kind, amount or value. (c) Borrow money and issue its bonds or notes to finance part or all of the cost of the acquisition, purchase, construction, reconstruction, or improvement of a project or any part thereof, the cost of the acquisition and improvement of the necessary sites therefor, the acquisition of machinery, furnishings, and equipment therefor, and the costs necessary or -incidental to the borrowing of money and issuing of bonds or notes for such purpose. (d) Enter into leases, lease purchase agreements, or installment sales contracts with any person, firm, or corporation for the use or sale of the project. (e) Mortgage the project in favor of any lender of money to the corporation. (f) Sell and convey the project or any part thereof for a price and at a time as the corporation determines. (g) To aid, assist and participate in clearing, rebuilding and rehabilitating blighted, deteriorated areas or structures. (h) To encourage, assist and participate in the preparation of plans, services, studies and recommendations. (i) To hold, improve by construction or otherwise, develop, clear, prepare and dispose of real property. (j) To enter into contracts with public authorities, individuals, corporations and other organizations in connection herewith. (k) To carry on any activity for the purposes above stated, either directly or as agent, for or with public authorities, individuals, corporations or other organizations, or in whole or in part through or by means of public authorities, individuals, corporations or other page 3 of 7 organizations. (1) In general, and subject to such limitations and conditions as are or may be prescribed by law, to exercise such other powers which nor are or hereafter may be conferred by law upon a corporation organized for these purposes. A Il T T - YTT Said corporation is organized upon a non -stock basis. The amount of the assets which the corporation possesses is: Real property: None Personal property: None Said corporation is to be financed under the following general plan: contributions, gifts, donations, grants and devises, either solicited or not solicited, from public authorities, individuals, corporations, partnerships, or other organization; by earnings from its activities; by borrowings and issuance of revenue bonds; and by other methods which may from time to time be permitted corporations organized under said Act 338, Public Acts of 1974. A -T II 1 T I I The location of the first registered office is c/o the Executive Assistant to the 11ayor, 9th Floor, City Hall, Lansing, Michigan 48933. The post office address of the first registered office is 9th Floor, City Hall, Lansing, Michigan 48933. The name of the First resident agent is Robert B. Black. ARTICLE V The names and addresses of the incorporators are as follows: Name Residence or Business Address Gerald W. Graves Ninth Floor, City Hall Lansinq, Michiqan 48933 page 4 of 7 Jack Gunther Tenth Floor, City Hall Lansing, Michigan 48933 Arthur J. Clyne 125 West Michigan Avenue Lansinq, Michigan 48933 The first board of directors, and subsequent boards of directors, shall be appointed by the Mayor, City of Lansing, State of Michigan, with the advice and consent of the City Council, as provided for by Act 338, Public Acts of 1974, as the same may from time to time be amended. ARTICLE VII The term of corporate existence is perpetual. ARTICLE VIII j No part of the earnings of the corporation shall inure to the benefit of any member, director, officer, or trustee of -the corporation or any private individual, person, firm or corporation (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no member, trustee, officer or director of the corporation, or any private individual person, firm or corporation shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to enforce legislation, and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign of any candidate for public office. Upon dissolution of the corporation or winding up of its affairs, all of the property and assets of the corporation remaining after the satisfaction of all obligations of the corporation shall be distributed to the City of Lansing, State of Michigan. page 5 of 7 IN WITNESS WHEREOF the undersigned, the incorporators of the above named corporation, have hereunto signed these articles of incorporation this 29th day of December , 1975. Gerald W. Graves Jack Gunther Arthur J. Clvne WHEREAS, the City of Lansing, by and through its City Council, has received an application in writing dated December 29, 1975 for authorization of incorporate a non-profit economic development corporation pursuant to Act 338 of the Public Acts of 1974, said corporation to be known as the Economic Development Corporation of the City of Lansing; and WHEREAS, said application included proposed Articles of Incorporation for the Economic Development Corporation of the City of Lansing; and WHEREAS, public notice of said application has been given in accordance with Act 338 of the Public Acts of 1974, and, after due notice, public hearing on the merits of said application has been held and completing applications have been invited and the City of Lansing being advised on the premises; NOW, THEREFORE, THE CITY OF LANSING ORDAINS: Section 1. That the application dated December 29, 1975 and Articles of Incorporation for the Economic Development Corporation of the City of Lansing, are hereby approved and adopted. Section 2. That a certified copy of this Ordinance is directed to be filed with the Corporation Division of the Department of Commerce in accordance with Section 5, Subparagraph 1(1) of Act 338 of the Public Acts of 1974, and the applicants in said application dated December 29, 1975 are thereatte-authorized to incorporate the Economic Development Corporation of the City of Lansing as a non-profit page 6 of 7 corporation pursuant to Act 327 of the Public Acts of 1931, as amended, being Sections 450.62 to 450.192 of the Michigan Compiled Laws. Section 3. If incorporation of the Economic Development Corporation of the City of Lansing is not accomplished within ninety (90) days from and after this date, then in accordance with the Act this Ordinance shall be void. Section 4. This Ordinance shall take immediate effect. ADOPTED: Yeas, Councilman Anas, Belen, Blair, Brenke, Ferguson, Gunther, May, McKane. Nays, None page 7 of 7 STATE OF MICHIGAN) )ss. County of Ingham ) I, Theo Fulton, City Clerk of the City of Lansing, do hereby certify that the above is a true and correct copy of the proceedings of the City Council taken at its regular meeting held on Monday, December 29, 1975. theo fulton Theo Fulton, City Clerk 03-29-94h09:36 i?CVF," ECONOMIC DEVELOPMENT CORPORATION FOR THE CITY OF LANSING RULES OF PROCEDURE ARTICLE I - GENERAL PROVISIONS Rule 1.1. Quorum and Majority. Five (5) members of the Board of Directors of the Economic Development Corporation (hereinafter called Board) shall constitute a quorum for the transaction of business. When a quorum is present, the concurring votes of five (5) of those members present shall be necessary to transact business except where these Rules provide otherwise. Rule 1.2. Rules. In all cases not provided for by these Rules, the Board shall follow Roberts' Rules of Order. Rule 1.3. Open Meetings. All meetings of the Board shall be open to the public, except as provided in Rule 6.0. The Board shall regularly meet on the 1st Wednesday of each month at 4:30 p.m. at City Hall. The Secretary shall publish notice of the regular meetings at least once a year or more often if so directed by the Board. Notice of special meetings and a copy of all agendas shall be posted in the lobby of City Hall and with the City Clerk three (3) days prior to the meetings except for the meetings convened pursuant to 9 4.0. ARTICLE II - OFFICERS AND EMPLOYEES Rule 2.1 Chairman. A. The Chair shall call the Board to order and except in the absence of a quorum, shall proceed to business in the manner prescribed in these Rules. B. The Chair shall preserve order and decorum; may speak to and shall decide questions of order subject only to appeal to the Board. C. The Chair shall vote on all matters. Rule 2.2 Vice -Chairman. In the absence of the Chairman, the Vice -Chairman shall preside over the Board and shall exercise all of the powers and perform all of the duties of the Chairman. Pule 2.3 Secretary. A. The Secretary shall keep the minutes of the proceedings of the Board. B. The Secretary shall furnish each member with an agenda for each meeting and a copy of the minutes of the previous meeting. C. The Secretary shall attend to the typing and copying of all Board proposals, committee reports, resolutions, minutes and other documents ordered written by the Chair. D. The Secretary shall be responsible for the care and preservation of records of the Board. E. The Secretary shall be responsible for placing notice of meetinos in the State Journal and posting notices of meetings in the lobby of City Hall. Rule 2.4 Treasurer. The Treasurer shall be responsible for the safe keeping and disbursement of all funds of the Board. The Treasurer shall not make any disbursements in excess of $100.00 without the affirmative resolution of the Board. The Treasurer may make disbursements of less than $100.00 upon written approval of the Director or until a Director is qualified or in his absence the Chairman. All such expenditures shall be reported to the Board at its next regular meeting. The Treasurer shall keep the funds of the Board in a Lansing depository approved by the Board. In -2- the event those funds exceed $25,000.00, they shall be deposited equally in depositories approved by the City of Lansing. To the extent possible, all funds of the Board shall be kept in interest-bearing accounts. The Treasurer shall keep the financial records of the Board open for public inspection during reasonable business hours. Rule 2.5. The officers of the Board shall be elected annually after confirmation of new Board members by the Lansing City Council. Rule 2.6. Other Employees. The Board by the affirmative vote of five (5) members may authorize employment of a Director and other necessary personnel and provide salary scales as necessary and as consistent with the budget. Rule 3.0 Public Participation. The public shall have the right to address the Board at the conclusion of its business at any regular or special meeting concerning matters affecting the Board. Each person shall be permitted to speak for five (5) minutes unless the Board shall extend the time by affirmative vote. Rule 4.0. Special Meetings. Special meetings of the Board may be convened at the direction of the Chairman or any three (3) members of the Board. No special meeting shall be official unless notice of the meeting and the business to be transacted was delivered to the business offices of each Board member eight (8) hours before the special meeting, or if the meeting is to be convened on a Sunday or a holiday, said notice shall be delivered to the residences of the Board members. Rule 5.0. Alternates. Members may designate alternates to attend meetings for them. Alternates will not be counted toward establishing a quorum and may not vote. -3- J Rule 6.0. Executive Session. The Board shall meet in executive session only for the following purposes: A. To consider the employment, appointment, dismissal, suspension or disciplining of any of the employees of the Economic Development Corporation or any of its members, unless the employee or member requests a public hearing. B. To consider the appointment or employment of personnel for the Corporation. C. To discuss strategy sessions and interim reports with respect to collective bargaining or potential or pending litigation. D. To consider preliminary negotiations involving the purchase or sale of property, both real and personal, but not involving the services or acquisition thereof, except as provided herein above. E. To consider financial reports of corporations and applicants which if disclosed publicly could injure third parties. An executive session may be requested by'the Chairman or any two (2) Board members. The Board may adjourn executive sessions or open meetings to the public upon the concurring vote of five (5) Board members. Where a decision has been reached in executive session and the employment of that decision requires a vote upon that motion or resolution, that vote must be taken at a public meeting. Rule 7.0. These Rules may be amended by majority vote of the Board upon two (2) weeks notice of the proposed change. -4- 05-24-94A0)9:40 RCVD OFFICE OF ECONOMIC DEVELOPMENT (ECONOMIC DEVELOPMENT CORPORATION) \1� TAX INCREMENT FINANCE AUTHORITY 9TH FLOOR, CITY HALL LANSING, MICHIGAN 48933 (517)483-4140 SPECIAL MEETING NOTICE OF THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF LANSING NINTH FLOOR CONFERENCE ROOM, CITY HALL WEDNESDAY, JUNE 8, 1994 6:00 p.m. PROPOSED CHANGE IN RULES OF PROCEDURE A Special Meeting of the Economic Development Corporation of the City of Lansing Board of Directors has been called to consider a proposed change in the "Rules of Procedure" as follows: ARTICLE I - GENERAL PROVISIONS Rule 1.3 Open Meetings The Board shall regularly meet on the 1st (First) Wednesday of each month at 4:30 p.m. at City Hall, (shall be changed to) The Board shall regularly meet on the 1st (First) Wednesday of each month at 6:00 p.m. at City Hall. Dennis J. Sykes EDC Interim Director "Equal Opporiunify Employer" ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF LANSING RULES OF PROCEDURE ARTICLE I - GENERAL PROVISIONS Rule 1.1 Quorum and Majority. Five (5) members of the Board of Directors of the Economic Development Corporation (hereinafter called Board) shall constitute a quorum for the transaction of business. When a quorum is present, the concurring votes of five (5) of those members present shall be necessary to transact business except where these Rules provide otherwise. Rule 1.2 Rules. In all cases not provided for by these Rules, the Board shall follow Roberts' Rules of Order. Rule 1.3 Open Meetings. All meetings of the Board shall be open to the public, except as provided in Rule 6.0. The Board shall regularly meet on the Ist Wednesday of each month at 6:00 p.m. at City Hall. (Approved 6/8/94) The Secretary shall publish notice of the regular meetings at least once a year or more often if so directed by the Board. Notice of special meetings and a copy of all agendas shall be posted in the lobby of City Hall and with the City Clerk 18 HOUR prior to the meetings, except for the meetings convened to Sec. 4.0. Rule 1.4 ATTENDANCE AT BOARD MEETINGS. 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. SUCH INATTENDANCE SHALL ALSO CONSTITUTE "CAUSE" FOR REMOVAL, PURSUANT TO SECTION 4(6) OF THE EDC ACT. (Approved 9/15/94) ARTICLE II - OFFICERS AND EMPLOYEES Rule 2.1 Chairman. A. The Chair shall call the Board to order and except in the absence of a quorum, shall proceed to business in the manner prescribed in these Rules. B. The Chair shall preserve order and decorum; may speak to and shall decide questions of order subject only to appeal to the Board. C. The Chair shall vote on all matters. Rule 2.2 Vice Chairman. A. In the absence of the Chairman, the Vice Chairman shall preside over the Board and shall exercise all of the powers and perform all of the duties of the Chairman. Rule 2.3 Secretary. A. The Secretary shall keep the minutes of the proceedings of the Board. B. The Secretary shall furnish each member with an agenda for each meeting and a copy of the minutes of the previous meeting. C. The Secretary shall attend to the typing and copying of all Board proposals, committee reports, resolutions, minutes and other documents ordered written by the Chair. D. The Secretary shall be responsible for the care and preservation of records of the Board. E. The Secretary shall be responsible for posting notices of meetings in the lobby of City Hall, the City Clerk's Office and the Office of Economic Development. Rule 2.4 Treasurer. A. The Treasurer shall be responsible for the safe keeping and disbursements of all funds of the Board. B. The Treasurer shall not make any disbursements in excess of $100.00 without the affirmative resolution of the Board. The Treasurer may make any disbursements of less than $ 100.00 upon written approval of the Director or until a Director is qualified or in his absence, the Chairman. All such expenditures shall be reported to the Board at its next regular meeting. C. The Treasurer shall keep the funds of the Board in a Lansing depositary approved by the Board. In the event those funds exceed $ 25,000.00, they shall be deposited equally in depositories approved by the City of Lansing. To the extent possible, all funds of the Board shall be kept in interest- bearing accounts. D. The Treasurer shall keep the financial records of the Board open for public inspection during reasonable business hours. Rule 2.5 The officers of the Board shall be elected annually after confirmation of new Board members by the Lansing City Council. Rule 2.6 Other Employees. The Board, by the affirmative vote of five (5) members, may authorize employment of a Director and other necessary personnel and provide salary scales as necessary and as consistent with the budget. Rule 3.0 Public Participation. The public shall have the right to address the Board at the conclusion of its business at any regular or special meeting concerning matters affecting the Board. Each person shall be permitted to speak for five (5) minutes unless the Board extends the time by affirmative vote. Rule 4.0 Special Meetings. Special meetings of the Board may be convened at the direction of the Chairman or any three (3) members of the Board. No special meeting shall be official unless notice of the meeting and the business to be transacted was delivered to the business offices of each Board member eight (8) hours before the special meeting, or if the meeting is to be convened on a Sunday or a holiday, said notice shall be delivered to the residences of the Board members. Rule 5.0 Alternates. Members shall designate alternates to attend meetings for them. Alternates will not be counted toward establishing a quorum and may not vote. Rule 6.0 Executive Session. The Board shall meet in Executive Session only for the following purposes: A. To consider the employment, appointment, dismissal, suspension or disciplining of any of the employees of the Economic Development Corporation or any of its members, unless the employee or member requests a public hearing. B. To consider the appointment or employment of personnel for the Corporation. C. To discuss strategy sessions and interim reports with respect to collective bargaining or potential or pending litigation. D. To consider preliminary negotiations involving the purchase or sale of property, both real and personal, but not involving the services or acquisition thereof, except as provided herein above. E. To consider financial reports of corporations and applicants which, if disclosed publicly, could injure third parties. An Executive Session may be requested by the Chairman or any (two) 2 Board members. The Board may adjourn Executive Sessions or open meetings to the public upon the concurring vote of five (5) Board members. Where a decision has been reached in Executive Session and the employment of that decision requires a vote upon that motion or resolution, that vote must be taken at a public meeting. Rule 7.0 These Rules of Procedure may be amended by majority vote of the Board upon two (2) weeks notice of the proposed change. Rule 1.3 was changed on the 8th day of June, 1994, by Resolution of the Economic Development Corporation of the City of Lansing Board of Directors. Rule 1.4 was added to the Rules of Procedure on the 15th day of September, 1994, by Resolution of the Economic Development Corporation of the City of Lansing Board of Directors.