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HomeMy WebLinkAboutIV.D - HEDRA BylawsHEDRA REVIEW OCTOBER 11, 2018 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 a President, a Vice- 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. 1. 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. 6:00 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 may be 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 may be 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, or as further described below: A. A majority of all members of the Authority must be obtained to take action on the following items: i) Issuance of Business Subsidies as defined by Minnesota State Statute 116J.993. ii) Issuance or forgiveness of any loan exceeding $20,000. iii) Authorization to purchase or sell of any real property. iv) Authorization to execute any contract expending more than $20,000 in Authority funding. v) Authorization to establish a Tax Increment Finance District. 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. Adopted by Authority Board: October 11, 2018. _____________________ Approved by City Council: November 5, 2018. ____________________