Loading...
EDA By-Laws 10-08-01 & cooperation agreementBY -LAWS OF THE SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY 1. The Authority Section 1.1. Name of Authority. The name of the 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 of the 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 of the Mayor and each member of the City Council in an for the City of Shorewood (the "City "). Each Commissioner's term shall coincide with their term as Mayor or member of the City Council. Section 2.2. Officers. The officers of the Authority shall consist of a President, a Vice President, a Secretary, a Treasurer and an Assistant Treasurer. The Mayor of the City shall serve as the President of the Authority. The Vice President, and the Treasurer shall be members of the Board and shall be elected at the annual meeting of the 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 of the Board in the absence of the President and may exercise all powers and perform all responsibilities of the 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 of the President and the Vice President at any meeting, the Board may appoint any remaining Commissioner as President Pro Tem 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 of the Authority and shall keep or cause to be kept minutes of all 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 of the Board shall be held at 6:00 p.m. on the fourth Monday of July in each year. Section 3.2. Regular Meetings. The board shall hold regular meetings on the fourth Monday of each month, commencing at 6:00 p.m., C.T., or at such other time as the Board may determine. In the event such date shall fall on a legal holiday, the meeting shall be held on the next succeeding secular day or on such other date as determined by the Board. Section 3.3. Special Meetings. Special meetings of the Authority may be called by the President, the Executive Director or two members of the Board for the purpose of transacting 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 of the Commissioner's "usual meeting room." At such special meeting, no business shall be considered other than as designated in the call, but if all of the members of the Authority are present at a special meeting, any and all business may be transacted at such special meeting. Section 3.4. EmergencyMeetings. Meetings regarding matters which, in the judgment of those 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. If matters 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. Quo rum. 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 most recent edition of Robert's Rules of Order. 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 resolution. 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 the 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 counsel, as determined 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 five days prior to the meeting at which such amendment is considered. The foregoin y -�aws were duly adopted by the Board of Commissioners of the ogAEcono is Development Authority on the 8th day of October, 2001. is President :ODMA\PCDOC S\LIB 1 \678 I 85\ 1 L -I 4. COOPERATION AGREEMENT • THIS AGREEMENT, entered into as of this 13th day of , 2002, by and among the Shorewood Economic Development Authority, a public body c and politic under the laws of the State of Minnesota (hereinafter called "EDA "), the Excelsior Fire District, a joint powers organization under the laws of the State of Minnesota (hereinafter called "Fire District "), and the South Lake Minnetonka Police Department, a joint powers organization under the laws of the State of Minnesota (hereinafter called "Police Department "). WITNESSETH: WHEREAS, pursuant to Minnesota law, including but not limited to Minnesota Statutes, Sections 469.041, 469.101, and 471.59, the EDA, the Fire District, and the Police Department are authorized to enter into agreements permitting cooperation on certain matters; and WHEREAS, the EDA is in the process of arranging lease - purchase financing for the construction and equipping of two fire stations to be owned by the EDA and utilized by the Fire District (the "Fire Project ") and a police station to be owned by the EDA and utilized by the Police Department (the "Police Project "); and WHEREAS, the EDA desires to engage the Fire District and the Police Department to render certain assistance in connection with the Project; • NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein set forth, the EDA, the Fire District, and the Police Department do hereby agree as follows: 1. The Fire District shall participate in selection of architecture, engineering, and related services, and in the development, review, and approval of construction, design, budget, and other related plans, all with respect to the Fire Project. 2. The Police Department shall participate in selection of architecture, engineering, and related services, and in the development, review, and approval of construction, design, budget, and other related plans, all with respect to the Police Project. 3. The EDA shall participate in selection of architecture, engineering, and related services, and in the development, review, and approval of construction, design, budget, and other related plans for the Fire Project and the Police Project., and shall not unreasonably withhold approvals as may be required. The EDA shall further undertake, in consultation with and at the direction of the Fire District and Police Department, to prepare bid documents and award bids for the Fire Project and the Police Project in accordance with applicable law. 4. This Agreement shall commence as of the date of its execution, and shall continue until the date the EDA notifies the Fire District and the Police Department that the EDA is terminating this Agreement, and until the EDA has fulfilled its statutory obligations as provided in MS Chapter 469. is 5. Until such time as the EDA receives the proceeds of tax- exempt bonds issued to finance the Fire Project and the Police Project (the 'Bonds "), and provided that nothing herein shall DJG- 204664v3 S -1 SH230 -33 obligate the EDA to issue the Bonds or undertake any other financing of the Fire Project or the • Police Project, the Fire District will pay or reimburse the EDA for all fees, costs, and expenses charged by third - parties with respect to the Fire Project (the "Reimbursable Fire Costs ") and the Police Department will pay or reimburse the EDA for all fees, costs, and expenses charged by third - parties with respect to the Police Project (the "Reimbursable Police Costs "). It is the intent of the EDA that proceeds of the Bonds will be used to, among other things: (a) reimburse the Fire District for the Reimbursable Fire Costs and upon the sale of the Bonds, the EDA will promptly reimburse the Fire District for the Reimbursable Fire Costs upon presentation by the Fire District of evidence that the Reimbursable Fire Costs were incurred and paid; and (b) reimburse the Police Department for the Reimbursable Police Costs and upon the sale of the Bonds, the EDA will promptly reimburse the Police Department for the Reimbursable Police Costs upon presentation by the Police Department of evidence that the Reimbursable Police Costs were incurred and paid. Notwithstanding the foregoing, if for any reason the Bonds are not issued, the EDA shall have no obligation to reimburse the Fire District for any or all of the Reimbursable Fire Costs or to reimburse the Police Department for any or all of the Reimbursable Police Costs. 6. The Fire District shall remain solely liable for all Fire District staff salaries and benefits, costs of equipment and facilities owned by the Fire District, and all other Fire District costs and expenses except as set forth in Section 5. The Police Department shall remain solely liable for all Police Department staff salaries and benefits, costs of equipment and facilities owned by the Police Department, and all other Police Department costs and expenses except as set forth in Section 5. The Fire District and the Police Department shall be responsible for expenses incurred by the EDA pursuant to the terms of this Agreement. is 7. Neither the Fire District nor the Police Department shall acquire any real or personal property on behalf of the EDA, except as mutually agreed by the parties to this Agreement. 8. Nothing in this Agreement shall be construed to waive or limit any limitation on or immunity from liability to which the EDA, the Fire District, the Police Department, any member city of the Fire District or the Police Department, or any officer, agent, or employee of the foregoing is entitled under Minnesota Statutes, Chapter 466 or otherwise. 9. All notices or demands required or permitted to be given under this Agreement shall be in writing and shall be deemed to be given when delivered personally to any office of the party to which notice is being given, or when deposited in the United States mail in a sealed envelope with registered or certified mail postage prepaid thereon addressed to the parties at the following addresses: To EDA: Shorewood Economic Development Authority Attn: Executive Director 5755 Country Club Road Shorewood, Minnesota 55331 To Fire District: Excelsior Fire District • Attn: Fire Chief 339 3' Street Excelsior, Minnesota 55331 DJG- 204664v3 S -2 SH230 -33 • • To Fire District: Excelsior Fire District Attn: Fire Chief 339 3`d Street Excelsior, Minnesota 55331 To Police Department: South Lake Minnetonka Police Department Attn: Police Chief 810 Excelsior Boulevard Excelsior, Minnesota 55331 Such addresses may be changed by any party upon notice to the other parties given as herein provided. 10. This Agreement may be modified only by a writing properly approved and executed by all of the parties hereto. IN WITNESS WHEREOF, the Shorewood Economic Development Authority, the Excelsior Fire District, and the South Lake Minnetonka Police Department have executed this Agreement as of the date first above written. DJG- 204664v3 SH230 -33 SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY M S -3 • EXCELSIOR FIRE DISTRICT • 0 By Its By Its f( � �+P SOUTH LAKE M[INNETONKA POLICE DEPARTMENT By Its DJG- 204664v3 S_4 SH230 -33