EDA By-Laws 10-28-24BY-LAWS OF THE SHOREWOOD
ECONOMIC DEVELOPMENT AUTHORITY
1. The Authority
Section 1.1. Name of Authority. The name ofthe Authority shall be the Shorewood
Economic Development Authority (hereinafter, the "Authority"), and its governing body shall be
called the Board of Commissioners (hereinafter, the "Board").
Section 1.2. Office. The principal office ofthe Authority shall be at City Hall, 5755
Country Club Road, Shorewood, Minnesota.
Section 1.3. Seal. The Authority shall have an official seal.
2. Organization
Section 2.1. Board. The Board of Commissioners for the Authority shall consist ofthe
Mayor and each member ofthe City Council for the City of Shorewood (the "City"). Each
Commissioner's term shall coincide with their term as Mayor or member ofthe City Council.
Section 2.2. ,Officers. The officers ofthe Authority shall consist of President, a Vice
President, a Secretary, a Treasurer and an Assistant Treasurer. The Mayor ofthe City shall serve
as the President ofthe Authority. The Vice President, and the Treasurer shall be members ofthe
Board and shall be elected at the annual meeting ofthe Board. No Commissioner may serve as
President and Vice President at the same time. The offices of Secretary and Assistant Treasurer
need not be held by a Commissioner.
Section 2.3. President. The President shall preside at all meetings of the Board.
Section 2.4. Vice President. The Vice President shall preside at any meeting ofthe
Board in the absence ofthe President and may exercise all powers and perform all
responsibilities ofthe President if the President cannot exercise or perform the same due to
absence or other inability.
Section 2.5. President Pro Tem. In the event of the absence or inability ofthe President
and the Vice President at any meeting, the Board may appoint any remaining Commissioner as
President Pro Tern to preside at such meeting.
Section 2.6. Treasurer. The Treasurer shall receive and be responsible for Authority
money, shall disburse authority money by check only, keep an account of all Authority receipts
and disbursements and the nature and purpose relating thereto, shall file the Authority's financial
statement with its Secretary at least once a year as set by the Authority, and be responsible for
the acts of the Assistant Treasurer.
Section 2. 7. Assistant Treasurer. The Director of Finance for the City shall serve as the
Assistant Treasurer to the Authority and shall have all powers and duties of the Treasurer if the
Treasurer is absent or disabled.
Section 2.8. Secretary. The City Administrator shall serve as the Secretary ofthe
Authority and shall keep or cause to be kept minutes ofall meetings of the Board and shall
maintain or cause to be maintained all records of the Authority. The Secretary shall also have
such additional duties and responsibilities as the Board may from time to time and by resolution
prescribe.
__ Section 2.9. Executive Director. The City Administrator shall serve as the Executive
Director of the Authority, shall be chief appointed executive officer of the Authority, and shall
have such additional responsibilities and authority as the Board may from time to time by
resolution prescribe. The City Planning Director shall be the Assistant Executive Director.
3. Procedures of Board of Commissioners
-Section 3.1. Annual Meeting. The annual meeting ofthe Board shall be held on the second
Monday of January in each year at a time determined by the Board, or at such other date and
time as soon thereafter.
Section 3.2. Regular Meetings. The board may hold regular meetings at such day and
time as the Board may determine.
Section 3.3. Special Meetings. Special meetings ofthe Authority may be called by the
President, the Executive Director or two members ofthe Board for the purpose oftransacting any
business designated in the call.
The call for a special meeting may be delivered at any time prior to the time of the
proposed meeting to each Commissioner or may be mailed to the business or home address of
each Commissioner at least two (2) days prior to the date of such special meeting.
At least three days prior to a special meeting; written notice of its date, time, place and
purpose shall be (a) mailed or delivered to anyone who has specifically requested notice of
special meetings or, as an alternative, published in the Authority's official newspaper, and (b)
posted on the "principal bulletin board" of the Authority or, if there is none, on the door ofthe
Commissioner's "usual meeting room." At such special meeting, no business shall be
considered other than as designated in the call, but if all ofthe members ofthe Authority are
present at a special meeting, any and all business may be transacted at such special meeting.
Section 3.4. Emergency Meetings. Meetings regarding matters which, in the judgment
ofthose calling the meeting pursuant to Section 3.3, above, require the immediate consideration
of the Authority may be held without regard to the notice requirements otherwise applicable to
special meetings. The Authority shall make good faith effort to give notice of such emergency
meeting, including the purpose thereof, to any news medium that has filed such a written request
with the Authority. Ifmatters other than those related to the emergency are permitted to be
discussed under Section 3.3, above, and so are discussed, the minutes of the meeting shall
include a specific description of such matters.
2.
Section 3.5. Ouorum. A quorum of the five member Board shall consist of three
Commissioners. In the absence of a quorum, no official action may be taken by, on behalf of, or
in the name of the Board or Authority.
Section 3.6. Adoption of Resolutions. Resolutions of the Board shall be deemed adopted
if approved by not less than simple majority of all Commissioners present and constituting a
quorum. Resolutions may, but need not, be read aloud prior to a vote taken thereon and may, but
need not, be executed after passage.
Section 3.7. Rules of Order. The meetings of the Board shall be governed by the same
rules of order used by the City Council.
4. Miscellaneous
Section 4.1. Fiscal Year. The fiscal year of the Authority shall be the same as the City's
fiscal year.
Section 4.2. Treasurer's Bonds. The Treasurer shall give bond to the state conditioned
for the faithful discharge of official duties. The bond must be approved as to form and surety by
the Authority and filed with the Secretary and must be for twice the amount of money likely to
be on hand at any one time as determined at least annually by the Authority, provided, however,
that said bond must not exceed $300,000.
Section 4.3. Checks. An Authority check must be signed by (1) the President and (2) the
Treasurer or Assistant Treasurer. The check must state the name of the payee and the nature for
which the check was issued.
Section 4.4. Financial Statements. The Authority shall examine the financial statement
together with the Treasurer's vouchers, which financial statement shall disclose all receipts and
disbursements, their nature, money on hand and the purposes to which it shall be applied, the
Authority's credits and assets and its outstanding liabilities. If the Authority finds the financial
statement and Treasurer's vouchers to be correct, it shall approve them by motion.
Section 4.5. Report to City. The Authority shall annually, at a time designated by the
City, make a report to the City Council giving a detailed account of its activities and of its
receipts and expenditures for the preceding calendar year.
Section 4.6. Budget to City. The Authority shall annually, at a time designated by the
City, send its budget to the City Council which budget includes a written estimate of tile amount
of money needed by the Authority from the City in order for the Authority to conduct business
during the upcoming fiscal year.
Section 4.8. Employees. The Authority shall utilize City staff and facilities as it may
require as assigned by the Executive Director.
Section 4.9. Services. The Authority may contract for the services of consultants,
agents, public accountants and others as needed to perform its duties and to exercise its powers.
3.
The Authority may also use the services of the City Attorney or hire a general cowl sel, as
Bete I mined by the Authority.
Section 4.10. Supplies, Purchasing. Facilities and Services. The Authority may purchase
the supplies and materials it needs. The Authority may use the facilities of the City's purchasing
department. The City may furnish offices, structures and space, stenographic, clerical,
engineering and other assistance to the Authority.
Section 4.11. Execution of Contracts. All contracts, notes, and other written agreements
or instruments to which the Authority is a party or signatory or by which the Authority may be
bound shall be executed by the President and/or the Executive Director or the Assistant
Executive Director, or by such other Commissioners or Officers of the Authority as the Board
may by resolution prescribe.
Section 4.12. Amendment of By -Laws. These By -Laws may be amended by the Board
by majority vote of all Commissioners, provided that any such proposed amendment shall first
have been delivered to each Commissioner at least three days prior to the meeting at which such
amendment is considered.
The foregoing By -Laws were duly adopted by the Board of Commissioners of the
Shorewood Economic Development Authority on the 28'h day of October 2024.
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P sident
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Executive Director