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2. Approval of EDA Bylaws CITY OF CHANHASSEN 7700 Market Boulevard PO Box 147 Chanhassen, MN 55317 Administration Phone: 952.227.1100 Fax: 952.227.1110 Building Inspections Phone: 952.227.1180 Fax: 952.227.1190 Engineering Phone: 952.227.1160 Fax: 952.227.1170 Finance Phone: 952.227.1140 Fax: 952.227.1110 Park & Recreation Phone: 952.227.1120 Fax: 952.227.1110 Recreation Center 2310 Coulter Boulevard Phone: 952.227.1400 Fax: 952.227.1404 Planning & Natural Resources Phone: 952.227.1130 Fax: 952.227.1110 Public Works 1591 Park Road Phone: 952.227.1300 Fax: 952.227.1310 Senior Center Phone: 952.227.1125 Fax: 952.227.1110 Web Site www.ci.chanhassen.mn.us CDA-:;L - MEMORANDUM TO: Todd Gerhardt, Executive Director FROM: Laurie Hokkanen, Assistant Executive Director b~, .- DATE: February 23,2009 SUBJ: EDA Bylaws PROPOSED MOTION The Chanhassen EDA adopts the Bylaws of the Economic Development Authority of Chanhassen, Minnesota. BACKGROUND At the February 23, 2009 City Council meeting, the City Council will consider changes to the membership of the EDA that would appoint the Mayor & Council to serve concurrent terms on the EDA. The EDA is responsible for adopting bylaws to govern their existence. The attached bylaws reflect the change in membership, as well as establishing the appointment of Officers. The Mayor will serve as the Chairman and the Deputy Mayor as the Vice Chairman/Secretary/Treasurer. The City Manager will serve as Executive Director and the Assistant City Manager will serve as Assistant Executive Director. ATTACHMENTS 1. Proposed Bylaws G:\Admin\LH\EDA\Staff Report Bylaws Adoption.doc Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow BY-LAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF CHANHASSEN, MINNESOTA ARTICLE I. - THE AUTHORITY Section 1. Name of Authority. The name of the Authority shall be the Economic Development Authority of Chanhassen, Minnesota. Section 2. Seal of Authority. The seal of the Authority shall be in the form of a circle and shall bear the name of the Authority and the year of its organization. Section 3. Office of Authoritv. The offices of the Authority shall be at City Hall in the City of Chanhassen, State of Minnesota, but the Authority may hold its meetings at such other place or places as it may designate by resolution. ARTICLE II. - OFFICERS Section 1. Officers. The officers of the Authority shall be a Chairman, a Vice-Chairman, and a Secretary/Treasurer. Section 2. Chairman. The Mayor of Chanhassen shall serve as Chairman. The Chairman shall preside at all meetings of the Authority. Except as otherwise authorized by resolution of the Authority, the Chairman shall sign all contracts, deeds, and other instruments made by the Authority. At each meeting, the Chairman shall submit such recommendations and information as he may consider proper concerning the business, affairs and policies of the Authority. Section 3. Vice-Chairman! Secretary/Treasurer. The Deputy Mayor of Chanhassen shall serve as Vice-Chairman. The Vice-ChairmanlSecretary/Treasurer shall perform the duties of the Chairman in the absence or incapacity of the Chairman and shall perform the duties of a secretary and treasurer for the Authority. Section 4. Executive Director. The Authority shall employ an Executive Director who shall have general supervision over the administration of its business and affairs, subject to the direction of the Authority. The Executive Director shall also serve as Assistant Secretary/Treasurer. As assistant to the Secretary, the Executive Director in the Executive Director's own name and title shall keep the records of the Authority, shall act as Secretary of the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. The Executive Director shall keep in safe custody the seal of the Authority and shall have power to affix such seal to all contracts and instruments authorized to be executed by the Authority. 143486vOl RNK:O 1/19/2009 1 The Executive Director shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Authority may select. The Executive Director for the Authority shall sign all orders and checks for the payment of money and shall payout and disburse such moneys under the direction of the Authority. Except as otherwise authorized by resolution of the Authority, all such orders and checks shall be counter-signed by the Chairman. The Executive Director shall keep regular books of accounts showing receipts and expenditures and shall render to the Authority, at each regular meeting (or more often when requested), an account of his transactions and also of the financial condition of the Authority. In the absence of the Executive Director, the Assistant City Manager shall serve as the Assistant Executive Director to the Economic Development Authority. Section 5. Additional Duties. The officers of the Authority shall perform such other duties and functions as may from time to time be required by the Authority or the by-laws or rules and regulations of the Authority. Section 6. Election or Appointment. The Executive Director shall be appointed by the Authority. Any person appointed to fill the office of Executive Director, or any vacancy therein, shall have such term as the Authority fixes, but no Commissioner of the Authority shall be eligible to this office. Section 7. Vacancies. When the office of Executive Director become vacant, the Authority shall appoint a successor, as aforesaid. Section 8. Additional Personnel. The Authority may from time to time employ such personnel as it deems necessary to exercise its powers, duties and functions. The selection and compensation of such personnel (including the Executive Director) shall be determined by the Authority subject to the laws of the State of Minnesota. ARTICLE III. - MEETINGS Section 1. Meetings. Meetings of the Authority may be called by the Chairman, or two members of the Authority for the purpose of transacting any business designated in the call. The call for a meeting may be delivered at any time prior to the time of the proposed meeting to each member of the Authority or may be mailed to the business or home address of each member of the Authority at least two (2) days prior to the date of such meeting. Section 2. Quorum. The powers of the Authority shall be vested in the Commissioners thereof in office from time to time. Three 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. 143486v01 RNK:O 1/19/2009 2 Section 3. Order of Business. At the regular meetings of the Authority the following shall be the order of business: 1. Roll call. 2. Approval of the minutes of the previous meeting. 3. Report of the Executive Director. 4. Unfinished business. 5. New business. 6. Adjournment. Section 4. Manner ofVotin2. The voting on all questions coming before the Authority shall be by voice vote or roll call, and the yeas and nays shall be entered upon the minutes of such meeting. ARTICLE IV. - AMENDMENTS Amendments to Bv-Laws. The by-laws of the Authority shall be amended only with the approval of at least three of the members of the Authority at a regular or a special meeting. The undersigned, Todd Gerhardt, Executive Director of the Economic Development Authority of Chanhassen, Minnesota, hereby certifies that the foregoing by-laws were adopted as the complete by-laws of said Authority at a duly called meeting of the Commissioners of said Authority on the day of ,2009. Todd Gerhardt, Executive Director 143486vOl RNK:O 1/19/2009 3