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HomeMy WebLinkAbout20081117 - VIII-C-2VIII-C-2 EXHIBIT A BYLAWS & ADMINISTRATIVE PRACTICES r November 17, 2008 TO: The Honorable Mayor and City Council FROM: Jahn Grossman, HRA Director RE: Suggested change to HEDRA By-Laws and to Administrative Practices Language describing term limits for commissioners in these documents as presented in the council packet is somewhat inconsistent and ambiguous. By-Laws, Art 1. Sect. 6. "A member may serve two consecutive terms or 12 years whichever comes first." Administration, B. Commissioners Sect. 1. "A commissioner may serve two full terms or 12 years." The problem is that two terms is eight years for council members (their elected council term is four years) and twelve years for citizen members (statutory six-year term). A limit of "full terms" means that a partial term can be served in addition to the full terms. The "full" has recently been added to clarify the terms of commissioners under city ordinance. The City Attorney and I suggest the following be substituted for the both of the above sentences. "A city council member commissioner can serve three consecutive full terms and a citizen commissioner can serve two consecutive full terms." The intent: A councilmember can serve three four-year terms or 12 years, plus a partial term if appointed to fill a vacancy. A citizen can serve two six-year terms or 12 years, plus a partial term if appointed to fill a vacancy. RECOMMENDATION: Direct that the change be made before Approving the By-Laws and Administrative Practices HASTINGS ECONOMIC DEVELOPMENT & REDEVELOPMENT AUTHORITY BY-LAWS ARTICLE I. THE AUTHORITY Sec. 1. Establishment. The Authority has been established by enabling resolution of the Hastings City Council on September 15, 2008, following a public hearing, pursuant to Minnesota Statutes 469.093 to take effect January 1, 2009. Sec. 2. Character. The Authority is a public body corporate and politic and a political subdivision of the state with the right to sue and be sued in its own name. Sec. 3. Name. The name of the Authority shall be Hastings Economic Development and Redevelopment Authority (the Authority). The governing body shall be the Board of Commissioners (the Board). The Board shall be the body responsible for the general governance of the Authority and shall conduct its official business at meetings thereof. Sec. 4. Seal. The seal of the Authority shall be in the form of a circle and bear the name of the Authority. Sec. 5. Office. The office of the Authority shall be Hastings City Hall, but the Authority may hold its meetings at such other places as it may designate by resolution. Sect. 6. Commissioners. The Board shall consist of seven commissioners: two shall be City Council members and five shall be citizen members. All commissioners shall be appointed by the Mayor with the approval of the City Council. The citizens initially appointed shall be for terms of one, two, three, four and five years, respectively. Thereafter citizen commissioners shall be appointed for six year terms. The terms of commissioners who are members of the City Council shall coincide with their terms of office as members of the City Council. A council member commissioner can serve three consecutive full terms and a citizen commissioner can serve two consecutive full terms. A vacancy must be filled for the balance of the unexpired term, in the manner in which the original appointment was made. No more than one commissioner may be a non- resident of the City of Hastings. ARTICLE II. OFFICERS. Sect. 1. Election or delegation. (a) The Authority shall elect aPresident, aVice- president and a Treasurer, at the annual meeting, from among the commissioners other than City Council members and shall hold office for one year or until their successors are elected and qualified. (b) The Authority will delegate the offices and duties of the Secretary and Assistant treasurer to city employees designated by the City Administrator. Sect. 2. President. The President shall preside at all meetings of the Authority. Except as otherwise authorized by resolution of the Authority, the President shall sign all contracts, deeds and other instruments made and approved by the Authority. Sect. 3. Vice-President. The Vice-President shall perform the duties of the President in the absence or incapacity of the President; and in case of the resignation or death of the President, the Vice-President shall perform such duties of the President until such time as the Authority shall elect a new President. Sec. 4. Treasurer. The Treasurer shall be responsible for the acts of the Assistant Treasurer and disburse Authority money by check only. Sect. 5. Assistant Treasurer. The following duties of the Treasurer shall be delegated to the Assistant Treasurer: (1) receive and be responsible for Authority money; (2) keep an account of the source of all receipts, and the nature, purpose and authority of all disbursements; (3) file the Authority's detailed financial statement and audit with its Secretary at least once a year. The Assistant Treasurer also has the powers and duties of the Treasurer if the Treasurer is absent or disabled. Sect. 6. Secretary. The Secretary shall (1 }keep the records of the Authority; (2} act as Secretary of the meetings and record all votes; (3) keep a record of proceedings (minutes); (4) keep and affix the seal and certify documents authorized by the Authority. Sect. 7. Vacancies. Should the office of President, Vice-President or Treasurer become vacant the Authority shall elect a successor at the next regular meeting and such election shall be for the unexpired term of said office. Sect. 8. Additional personnel. The Authority may hire or contract personnel deemed necessary to exercise its powers, duties and functions. ARTICLE III. MEETINGS Sect. I . Meetings. All meetings shall conform to Minnesota Statutes governing meeting notice and open meetings. Sect. 2. Annual Meeting. The annual meeting shall be the first regular meeting in January each year, at 7 p.m. at the regular meeting place. Sect. 3. Regular Meetings. The Authority will designate by resolution a monthly meeting day, time and place. Two regular meetings a month maybe designated. The schedule of regular meetings will be made available to the public. Sect. 4. Special Meetings. A special meeting may be called by the President or two members of the Authority for the purpose of transacting any business designated in the call. Authority members shall be called orally or in writing at Least two days before the meeting. The date, time, place and purpose of the meeting will be posted on the City bulletin board and web site at least three days before the meeting. No business other than as designated in the call notice shall be considered at a special meeting. Sect. 5. Emergency Meetings. Emergency meetings are special meetings called because circumstances require immediate attention. Commissioners maybe notified orally or by any other means. A good faith effort shall be made to notify news media and others who have requested notice as soon as reasonably practical. Sect 6. Quorum. Four commissioners shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance action may be taken by the Authority upon a vote of a majority of the Commissioners present, unless otherwise specified by the By-Laws or other laws. Sect 7. Order of Business. At the regular meetings the Authority shall follow the order of business: (1) Quorum roll call (2) Approval of the minutes of previous meeting(s). (3) Approval of the disbursements since the last meeting. (4) Items of business. (5) Reports by staff and committees. (6) Adjournment. Section 8. Manner of Voting. Voting on all questions shall be oral, except when a roll call is requested by a Commissioner, and the yeas and nays shall be entered in the minutes of the meeting. Section 9. Rules of Order. On all other questions and procedures not specifically provided, Roberts Rules of Order Revised shall govern. ARTICLE IV. MISCELLANEOUS Section 1. Amendments. The By-Laws of the Authority shall be amended by a resolution approved by a majority of the members of the Authority. The amendment shall be proposed at a regular meeting and voted upon at the following regular meeting. An amendment requires the approval of City Council. Section 2. Fiscal Year. The fiscal year of the Authority shall coincide with the fiscal year of the City of Hastings. Approved by City Council: November 17, 2008. Adopted by Authority Board: HASTINGS ECONOMIC DEVELOPMENT & REDEVELOPMENT AUTHORITY ADMINISTRATION & MANAGEMENT PRACTICES A. RESPONSIBILITIES & POWERS Sect. 1. Responsibilities. The Authority is responsible for business and industrial development within the city, for the redevelopment of commercial and residential property in designated project areas, for the rehabilitation of commercial and residential buildings and for the prevention or cure of blight and blighting conditions within the city. Sect. 2. Powers. The Authority has all the powers granted by Minnesota Statutes Chapter 469 and other laws to Economic Development Authorities, Housing and Redevelopment Authorities, Municipal Development Districts, Municipal Industrial Development, Tax Increment Districts and other economic development and revitalization programs. Sect. 3. Limitations. The powers of the Authority are limited by the enabling resolution as follows: a. The sale of bonds or other obligations of the Authority must be approved by the City Council. b. The Authority must follow the budget process in accordance with City policies, ordinances and resolutions. The Authority will be treated as a component of the City for financial reporting purposes and the financial management of the Authority will be performed by the City's Finance Department. c. Development and redevelopment actions of the Authority must be in conformance with the City's comprehensive plan and all other controls implementing the comprehensive plan. d. The Authority must submit its plans for development and redevelopment to the City Council in accordance with City planning procedures and Iaw. e. The administrative structure and management practices of the Authority must be approved by the City Council. f. The Authority must obtain City Council approval for the acquisition of property for economic development purposes through the use of the powers of eminent domain. g. The Authority must submit all planned activities for influencing the action of any other governmental agency, subdivision, or body to the City Council for approval. Planned activities specifically means a grant application or cooperative agreement with a government agency, subdivision or body. Sect. 4. Report. The Authority will report to the City Council annually within 60 days of the anniversary (January 1) whether and how the enabling resolution should be modified. B. COMMISSIONERS Sect. 1. Appointment (469.095.Sub.2). The enabling resolution established a seven (7) member authority, two of which will be Council members. Council members' terms on the Authority will be the same as their terms on the City Council. Citizen members' terms will be six years. A city council member commissioner can serve three consecutive full terms and a citizen commissioner can serve two consecutive full terms. Commissioners are appointed by the Mayor with the approval of the City Council. The Authority may advertise, interview and recommend the appointment of citizens to fill vacancies to the Mayor and City Council. No more than one commissioner may be a non- resident of the City. Sect. 2. Compensation. Commissioners shall be paid for attending each regular or special meeting of the authority in an amount determined by City Council. Commissioners maybe reimbursed for actual expenses incurred in doing official business of the Authority. Sect. 3. Removal for cause (469.095. Sub. 5). A commissioner maybe removed by the City Council for inefficiency, neglect of duty or misconduct in office. Sect. 4. Conflict of Interest (469.098). Except as authorized in Minnesota Statutes 471.88, a commissioner, officer or employee of an authority must not acquire any financial interest, direct or indirect, in any project or in any property included or planned to be included in any project, nor shall the person have an financial interest, direct or indirect, in any contract or proposed contract for materials or service to be furnished or used in connection with any project. Sect. 5. City Code of Ethics (Ordinances 31.30-31.36). Commissioners of the Authority are Public Officials of the City of Hastings and subject to the Code of Ethics. C. STAFF, SERVICES & SUPPLIES Sect. 1. Staff. (a) The City Administrator will hire or designate a City employee as Economic Development and Redevelopment Director, with the approval of the Authority, to serve as the primary staff liaison with the Authority. (b) The City Administrator will designate a City employee to serve as Secretary of the Authority and an employee of the City Finance Department to serve as Assistant Treasurer. Sect. 2. Services and Supplies. The City will provide equipment, supplies and materials, furnish offices and provide accounting, clerical, engineering, property maintenance and other assistance and include the Authority property, commissioners and staff in its insurance coverage. Sect. 3. Legal Counsel. The Authority may use the services of the city attorney or hire an attorney as general counsel for its legal needs. The city attorney or counsel as determined by the Authority will be its chief legal advisor. Sect. 4. Contracts for services. The Authority may contract for the services of consultants, attorneys or other persons needed to perform its duties and exercise its powers. Sect.S. City costs. Actual or prorated costs of staff, services and supplies provided by the City for the Authority maybe charged to Authority funds. D. FINANCIAL MANAGEMENT AND REPORTING Sect. 1. Component of the City. The enabling resolution directs that the Authority will be treated as a component of the City for financial reporting purposes and the financial management of the Authority will be performed by the City's Finance Department. Sect. 2. Financial Management. (a) The following duties of the Authority Treasurer are delegated to the Assistant Treasurer: receive and be responsible for Authority money; keep an account of the source of all receipts and the nature, purpose and authority of all disbursements; prepare and file the Authority's detailed financial statement and audit with its Secretary and the State Auditor at least once a year; (b) The Authority Treasurer is responsible for the acts of the Assistant Treasurer and will sign Authority checks.(c) All the financial functions of the Authority will be run through the City financial systems, depositories, bank accounts and investment brokers. Sect. 3. Disbursements. The City Finance Director and Authority Treasurer will sign all checks. The Assistant Treasurer will provide the Authority a list of disbursements for approval at each regular meeting. Sect. 4. Statement and audit. The annual financial statement and audit will be reported to and reviewed by the Authority. The Authority's accounts will be audited together with the City accounts. The audit will be filed with the State Auditor. E. BUDGETS & LEVIES Sect. 1. Budget required. The enabling resolution directs that the Authority will follow the City budget process in accordance with policies, ordinances and resolutions. Sect. 2. EDA Levy. The Authority may request the City Council to levy a special tax for economic development operations in an amount not to exceed the current statutory limit (MS 469.184). The uses will be specified within the annual budget. Sect. 3. HRA Levy. The Authority can levy under its HRA powers, with City Council approval, a special tax for housing and redevelopment operations in an amount not to exceed the current statutory limit (MS 469.033 Sub 6.). The uses will be specified within the annual budget. Sect. 4. Sources and uses. Funds received and spent under the EDA levy and under the HRA levy will be accounted for and reported separately. F. REAL ESTATE Sect. 1. Title. Real estate acquired by the Authority or the City for economic development, industrial development, housing development, redevelopment or rehabilitation will be held in the name of the Authority. Sect. 2. Proceeds. Revenues from the sale of Authority real estate will be Authority money. Sect. 3. Maintenance. The City will maintain Authority real estate including mowing, landscaping, and the plowing of walks and parking lots. Sect. 4. Insurance. The City will include Authority real estate in its liability and loss insurance. Sect. 5. Eminent Domain. The Authority must obtain City Council approval for the use of the powers of eminent domain for the acquisition of property for economic development purposes. G. BUSINESS SUBSIDIES. Sect. 1. Authority a grantor. The Authority is a "local government agency" authorized by local government (the City) to provide business subsidies, and is therefore a "grantor" under MS 116J.993 Sect. 2. Criteria. The Authority will hold a public hearing and adopt business subsidy criteria before providing public assistance and will amend its criteria as needed to conform to amendments to the statute. Sect. 3. Notice and hearings. The Authority will provide public notice and hold a public hearing on any request for public assistance that meets the criteria and statutory definition of a business subsidy. Sect. 4. Agreements. The Authority must enter into a subsidy agreement with recipients of business subsidies that includes the information required by statute. Sect. 5. Reports. The Authority will submit the required Business Assistance Reports to the Department of Employment and Economic Development each year by April 1. The Authority will also report to the City Council each year on the progress of recipients in meeting their business subsidy goals. H. AMENDMENTS Sect. 1. The Administration and Management Practices maybe amended by a majority of the Authority Board, subject to approval by the City Council. An amendment will be introduced at a regular meeting and voted upon at the next regular meeting. Approved by City Council: November 17, 2008 Adopted by the Authority Board: