ADOPTED - SEPTEMBER 27, 2005
Agenda Item No. 20
Introduced by the County Services Committee of the:
INGHAM COUNTY BOARD OF COMMISSIONERS
RESOLUTION APPROVING THE BY-LAWS OF THE INGHAM COUNTY BROWNFIELD REDEVELOPMENT AUTHORITY
WHEREAS, Ingham County has pursuant to a resolution, established the Ingham County Brownfield Redevelopment Authority and has appointed a Board of Directors to said Authority; and
WHEREAS, said Board of Directors has approved the attached proposed By-Laws of the Ingham County Brownfield Redevelopment Authority, which are subject to the approval of the Ingham County Board of Commissioners; and
WHEREAS, the Ingham County Brownfield Redevelopment Authority is recommending approval of the By-Laws by the Ingham County Board of Commissioners.
THEREFORE BE IT RESOLVED, that the By-Laws of the Ingham County Brownfield Redevelopment Authority, attached hereto, are hereby approved by the Ingham County Board of Commissioners.
BE IT FURTHER RESOLVED, that upon approval of these By-Laws by the Ingham County Board of Commissioners, the County Clerk shall forward a copy of these By-Laws and this Resolution to the Secretary of State’s Office for filing.
COUNTY SERVICES: Yeas: Celentino, Copedge, De Leon, Schor, Severino, Vickers
Nays: None Absent: None Approved 9/20/05
Ingham County Brownfield Redevelopment Authority
(A Michigan Public Corporation formed pursuant
to Act No. 381 of the Public Acts of 1996, as amended)
Name and Registered Office
Section 1. Name. The name of this corporation is the Ingham County Brownfield Redevelopment Authority.
Section 2. Registered Office. The registered office of the corporation is
121 East Maple St., Mason, Michigan 48854. The resident agent shall be the person who from time to time is designated by the Board of Directors.
Purpose and Mission
The corporation is organized with reference to Act No. 381 of the Public Acts of 1996, as amended, and its purpose or purposes will be in accordance with the Act and the County Board Resolution creating the Authority.
The Authority’s mission is the maintenance and implementation of a Brownfields redevelopment program through Ingham County, and to support the cleanup and redevelopment of environmentally contaminated and previously used development sites that promote the economic goals of Ingham County.
Section 1. General Powers. The business and affairs of the Authority shall be managed by its Board of Directors, except as otherwise provided by statute or by the by-laws.
Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of the members of the Board of the Ingham County Economic Development Corporation (EDC), established pursuant to Act No. 338 of the Public Acts of 1974, as amended. Members of the Board of Directors shall serve for terms that concur with their membership on the EDC Board. Members of the Board of Directors shall take an oath of office prior to assuming their duties.
Section 3. Replacement and Vacancies. Subsequent Directors shall be appointed in the same manner as original appointments at the expiration of each director=s term of office. A director whose term of office has expired shall continue to hold office until his/her successor has been appointed by the Chairperson of the Board of Commissioners with the advice and consent of the Ingham County Board of Commissioners. A director may be reappointed to serve additional terms in accordance with the policies and procedures of the Ingham County Board of Commissioners. If a vacancy is created by death, removal or resignation, a successor shall be appointed to the unexpired term by the Chairperson of the Board of Commissioners with the advice and consent of the Ingham County Board of Commissioners.
Section 4. Removal. After notice and an opportunity to be heard, a director may be removed from office for cause by a majority vote of the Ingham County Board of Commissioners.
Section 5. Conflict of Interest. A director who has a direct interest in any matter before the Authority shall disclose his/her interest prior to the Authority taking any action with respect to the matter, which disclosure shall become a part of the record of the Authority=s official proceedings. Such member may be excused from voting on such action by a majority vote of the body considering such action.
Section 6. Meetings. Regular meetings of the Board of Directors shall be held not less than twice a year. The schedule of meetings shall be established at the first meeting of each calendar year. Special meetings of the Board of Directors may be called by or at the request of the chairperson or any two Directors. The meetings of the Board of Directors shall be public and the appropriate notice of such meetings shall be provided to the public.
Section 7. Notice. Notice of any meeting shall be given at least three (3) days previously thereto by written notice, delivered personally, by facsimile (FAX), by electronic mail, or mailed to each director at his/her address as provided in the Authority’s records. If mailed, such notice shall be deemed to be delivered when deposited in the United States mails in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting. Such public notice as is required by the Open Meetings Act shall be given.
Section 8. Quorum. A majority of the members of the Board of Directors then in office constitutes a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of the Directors are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the Board of Directors unless the vote of a larger number is required by statutes, or these by-laws. Amendment of the by-laws by the Board of Directors requires the vote of not less than a majority of the members of the Board then in office.
Section 9. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Authority. The Board may designate one of more Directors as alternate members of the committee, who may replace an absent or disqualified member at a meeting of the committee.
Section 10. Records and Voting. The Board of Directors shall keep minutes of its proceedings which shall be signed by the secretary. All votes shall be by yeas and nays. The minutes shall reflect how each member voted. Each member present shall be required to vote upon all motions, resolutions and ordinances unless he shall be disqualified from voting thereon, for reason of conflict of interest. No members of the Board of Directors shall vote upon any motion, resolution or ordinance in which he may have any personal interest.
Section 1. Officers. The officers of the Authority shall consist of a chairperson, a vice-chairperson, and secretary and, if desired, one or more additional vice chairpersons, and such other officers as may from time to time be determined by the Board of Directors, each of whom shall be elected by the Directors. The chairperson and a vice chairperson must be elected from the membership of the Authority Board. The secretary and treasurer do not need to be members of the board. Per County Commissioners Resolution #02-45 of February 12, 2002, the Ingham County Treasurer is authorized to be the custodian of the funds of the Ingham County Brownfield Redevelopment Authority. Two or more offices may be held by the same person but an officer shall not execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by-laws to be executed, acknowledged or verified by two or more officers.
Section 2. Election and Term of Office. The officers of the Authority shall be elected annually at the first meeting each calendar year by the Board of Directors.
Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors with or without cause whenever in its judgment the best interests of the Authority could be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled at any meeting of the Board of Directors for the unexpired portion of the term of such office.
Section 5. Chairperson. The chairperson shall be the chief executive officer of the Authority, but he/she may from time to time delegate all or any part of his/her duties to an executive vice chairperson, if one is elected, or to any vice chairperson. He/she shall preside at all meetings of the Directors; he/she shall have general and active management of the business of the Authority, and shall see that all orders and resolutions of the Board are carried into effect. He/she shall execute all bonds, mortgages, conveyances and other instruments entered into pursuant to the powers of the Authority as set forth in the statute with the approval and Authority of the Board of Directors. He/she shall be an ex officio member of all standing committees.
Section 6. Vice Chairpersons. The vice chairperson shall perform such duties as are delegated to him/her by the chairperson and he/she and the other vice chairpersons in order of their seniority shall, in the absence or in the event of the disability of the chairperson, perform the duties and exercise the powers of the chairperson, and shall perform such other duties as the Board of Directors shall prescribe.
7. Secretary. The secretary shall attend
all meetings of the
Board and record votes and the minutes of all proceedings at the Authority’s
registered office; and shall perform like duties for the standing committees
when required. He/she shall give, or cause to be given, notice of all meetings
of the Board of Directors and shall give such notice as is required by the Open
Meetings Act, and shall perform such other duties as may be prescribed by the
Board of Directors under whose supervision he/she shall be. He/she shall keep
in safe custody the seal of the Authority and when authorized by the Board,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his/her signature or by the signature of the treasurer. He/she
shall be sworn to the faithful discharge of their duties. The assistant
secretary, if one is elected, shall perform the duties and exercise the power
of the secretary in his/her absence or in the event of his/her disability.
Section 8. Treasurer. The treasurer shall have the custody of the Authority funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Authority and shall deposit all monies and other valuable effects in the name and to the credit of the Authority in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Authority, and shall render to the chairperson and Directors, at the regular meetings of the Board, or whenever they may require an account of all his/her transactions as treasurer and of the financial condition of the Authority. He/she shall give the Authority a bond if required by the Board of Directors in a sum, and with one or more sureties satisfactory to the Board, for the faithful performance of the duties of his/her office, and for the restoration to the Authority, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in his/her possession or under his/her control belonging to the Authority. The assistant treasurer, if one is elected, shall perform the duties and exercise the power of the treasurer in his/her absence or in the event of his/her disability.
Section 9. Delegation of Duties of Officers. In the absence of any officer of the Authority, or for any other reason that the Board may deem sufficient, the Board may delegate, from time to time and for such time as it may deem appropriate, the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the Board then in office concurs therein.
Section 10. Salaries. The officers of the Authority shall serve without compensation except as otherwise provided for hereunder; provided, that nothing contained herein shall be construed to preclude any officer from serving the Authority in any other capacity and receiving compensation therefore.
Section 1. Appointment. The Board of Directors may, subject to the approval of the Ingham County Board of Commissioners, appoint and employ an Executive Director, who shall not be a member of the Board of Directors, and who shall serve at the pleasure of the Board. Before entering upon the duties of the office, the Executive Director shall take and subscribe to the oath of office, and shall furnish bond in an amount approved by the Board and payable to the Authority for the use and benefit of the Authority.
Section 2. Duties. The Executive Director shall manage the business and affairs of the Authority, under the supervision and control of the Board of Directors. Subject to the approval of the Board, the Executive Director shall supervise and be responsible for the preparation of plans and the performance of the functions of the Authority in the manner authorized by law. The Executive Director shall attend the meetings of the Board, and shall render to the Board and to the Ingham County Board of Commissioners a regular report covering the activities and financial condition of the Authority.
Section 3. Compensation. The Executive Director is an employee of the Authority, and shall be compensated in an amount fixed by the Board of Directors, subject to the approval of the Ingham County Board of Commissioners.
Section 4. Absence or Disability. If the Executive Director is absent or disabled, the Board may designate a qualified person as Acting Executive Director to perform the duties of the office.
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Authority, and such Authority shall be confined to specific instances.
Section 2. Loans. No loan shall be contracted on behalf of the Authority and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such Authority shall be confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Authority, shall be signed by such officer or officers, agent or agents of the Authority and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Authority not otherwise employed shall be deposited from time to time to the credit of the Authority in such banks, trust companies, or other depositories as the Board of Directors may select.
Reporting, Public Access to Records
Section 1. The
Authority shall report to the County Board of Commissioners and obtain its
thereof before adopting the annual budget of the Authority, all
as required by the Act.
Section 2. The financial records, accountings, audit reports, and other reports of public moneys under the control of the Authority shall be public records and open to inspection.
The fiscal year of the Authority shall begin on the 1st day of January in each year and end on the 31st day of December in each year.
Section 1. Indemnification. Whenever any claim is made or any civil action is commenced against any officer or employee of the Authority for injuries to persons or property caused by the negligence of the officer or employee while in the course of his/her employment and while acting within the scope of his/her Authority, the Authority may, but is not required, to pay for legal services and also any judgment or compromise settlement of the claim, pursuant to Act 170 of the Public Acts of 1964, as amended.
Section 2. Reimbursement. Any indemnification under Section 1 shall be made by the Authority only as authorized in the specific case upon a determination that indemnification of the employee or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 1. Such determination shall be made in either of the following ways:
(1) By the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action,
suit or proceeding.
(2) If such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested Directors so directs, supported by the
recommendation of independent legal counsel in a written opinion.
Section 3. Insurance. The Board of Directors may, in the exercise of its discretion, from time to time authorized by resolutions duly adopted, purchase and maintain insurance on behalf of any person who is or was a director or officer of the Authority, against any liability asserted against him/her and incurred by him/her status as such, whether or not the Authority would have power to indemnify him/her against such liability under Section 1 and 2 of this article.
Section 1. Seal. The Board of Directors may provide a corporate seal which shall be the same as the seal of Ingham County.
Section 2. Waiver of Notice. When the Board of Directors or any committee thereof may take action after notice to any person or after lapse of a prescribed period of time, the action may be taken without notice and without a lapse of the period of time, if at any time before or after the action is completed the person entitled to notice or to participate in the action to be taken submits a signed waiver of such requirements.
Section 3. Severability. If any clause is held to be void or unenforceable, or in conflict with the statues, the remaining clauses shall remain in full force and effect.
By majority vote, the Board of Directors may recommend to the Ingham County Board of Commissioners such amendments to these By-laws as it deems advisable, which amendments shall be effective when approved by the Board of Commissioners.