ADOPTED - APRIL 12, 2005
Agenda Item No. 13
Introduced by the County Services Committees of the:
INGHAM COUNTY BOARD OF COMMISSIONERS
RESOLUTION ADOPTING REVISED BYLAWS OF THE INGHAM COUNTY ECONOMIC DEVELOPMENT CORPORATION
RESOLUTION #05-089
WHEREAS, the Ingham County Economic Development Corporation was formed by the County Commissioners in 1979 pursuant to Act 338 of the Public Acts of 1974, as amended; and
WHEREAS, the Economic Development Corporation has revised and updated those Bylaws to improve their clarity and usefulness; and
WHEREAS, the Economic Development Corporation is recommending adoption of these revised and updated Bylaws as attached.
THEREFORE BE IT RESOLVED, that the Ingham County Board of Commissioners approves and adopts the attached revised Bylaws of the Ingham County Economic Development Corporation.
BE IT FURTHER RESOLVED, that the Board Chairperson and County Clerk are authorized to sign the revised Bylaws after review by the County Attorney.
COUNTY SERVICES: Yeas: Celentino, Copedge, De Leon, Schor, Severino
Nays: None Absent: Vickers Approved 4/5/05
SUBSTITUTE ATTACHMENT FOR ITEM 13
BY-LAWS
OF
THE INGHAM COUNTY ECONOMIC DEVELOPMENT CORPORATION
A Michigan Public Corporation formed pursuant to Act 338 of the Public Acts of 1974, as amended.
Article I
Name and Registered Office
Section 1. Name. The name of this corporation is the Economic Development Corporation of Ingham County also known as the Ingham County Economic Development Corporation or Ingham EDC.
Section 2. Registered Office. The registered office of the corporation is 121 East Maple Street, Mason, Michigan 48854. The resident agent is the person who from time to time is designated by the Board of Directors.
Article II
Purpose and Mission
Section 1. Purpose The Corporation is organized with reference to Act 338 of the Public Acts of 1974, as amended, and its purpose or purposes will be in accordance with the articles of incorporation.
Section 2. Mission The mission of the Ingham County Economic Development Corporation is to increase the economic vitality and quality of life county-wide by planning and coordinating development efforts, providing services, and facilitating advantageous partnerships.
Article III
Directors
Section 1. General Powers. The Board of Directors shall manage the business and affairs of the corporation, except as otherwise provided by statute, by the articles of incorporation or by the by-laws.
Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of eleven persons, not more than three of whom shall be an officer, County Commissioner, or employee of Ingham County. The directors shall be appointed by the Ingham County Board of Commissioners for terms of six years, except of the directors first appointed, four shall be appointed for six years, one for five years, one for four years, one for three years, one for two years, and one for one year. If the corporation intends to begin preparation of a project plan, the Board of Directors shall notify the chairperson of the County Board of Commissioners in writing. Following such written notice, the Board of Commissioners shall promptly appoint two additional directors to the Economic Development Corporation as representatives of neighborhood residents likely to be affected by each proposed project. If the project plan is ceased or abandoned, or if it is undertaken and completed, the additional directors shall be dismissed from the EDC Board.
The Economic Development Corporation Board of Directors shall serve without salary, but may be reimbursed their actual expenses incurred in the performance of their official duties, and may receive a per diem as established by the Ingham County Board of Commissioners.
Section 3. Replacement and Vacancies. The Ingham County Board of Commissioners shall appoint subsequent directors in the same manner as original appointments. The Ingham County Economic Development Board=s composition shall include a balanced representation of the following areas: business and industry (including a variety of business sectors such as retail, medical, technology, agricultural, etc.), organized labor, financial institutions, educational institutions (including schools, colleges, and universities), utilities, community and neighborhood organizations, consumer groups, the Ingham County Board of Commissioners and open classification.
Section 4. Removal. A director may be removed from office 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 corporation shall disclose that interest before the corporation takes any action on that matter. The Director=s disclosure shall become a part of the official record of the proceedings. Such member may be excused from discussion or action on that matter by a majority vote of the Board of Directors.
Section 6. Meetings. Meetings of the Board of Directors may be called by or at the request of the Chairperson or of 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. There shall be no less than four meetings annually. The Board of Directors shall establish the annual schedule of meetings at the first meeting of each calendar year.
Section 7. Notice. Notice of any meeting shall be given at least three (3) days before any meeting, delivered personally, mailed or electronically mailed (email) to each director at his/her designated postal or email address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mails in a sealed envelope with address and prepaid postage thereon. Any director may waive notice of any meeting.
The attendance of a director at any meeting constitutes a waiver of notice of that meeting. The Board of Directors shall give public notice as required by the Open Meetings Act.
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 Board of Directors meeting. If less than a majority of the Board of Directors is present, a majority of the Directors present may adjourn the meeting without further notice. The vote of the majority of members present at the meeting at which a quorum is present constitutes the action of the Board of Directors, unless the vote of a larger number of Directors is required by statute, by the Articles of Incorporation, or by these by-laws. A majority vote of the Board of Directors in office is required to recommend an amendment to the bylaws.
Section 9. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more of the directors of the corporation to serve as a committee. The Board may designate one or more directors as alternate members of a 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. If the vote is not unanimous, the minutes shall reflect how each member voted. Each member present is required to vote on all motions, resolutions and ordinances unless the member is disqualified by the Board of Directors for reason of conflict of interest. No Board of Directors members shall vote on any motion, resolution or ordinance in which they have personal interest as defined in Article III section 5 of these bylaws.
Section 11. Board Meeting Attendance. Pursuant to County Board policy, if a Board Member neglects to perform their duties by failing to attend fifty percent (50%) of the scheduled meetings of the Board over twelve consecutive months, and their attendance is without valid reason given to the Board Chair, the Board Member shall be considered to have resigned from the Board of Directors and will be notified of their resignation and replaced.
Article IV
Officers
Section 1. Officers. The officers of the corporation shall consist of a chairperson, vice chairperson, secretary, treasurer, and other officers as may be determined by the Board of Directors. Officers of the Corporation shall be elected by a majority of the Directors in office. One person may hold two or more offices but they shall not execute, acknowledge or verify an instrument in more than one of those capacities.
Section 2. Election and Term of Office. The Board of Directors shall elect the Officers of the Corporation annually at the first meeting each calendar year.
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 Economic Development Corporation would be served.
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 corporation, but he/she may from time to time delegate all or any part of his/her duties to the vice chairperson, or to any director. He/she shall preside at all meetings of the directors; he/she shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect. With the approval and authority of the Board of Directors, he/she shall execute all bonds, mortgages, conveyances and other instruments entered into pursuant to the powers of the corporation as set forth in the articles of incorporation. He/she shall be ex officio member of all committees.
Section 6. Vice Chairperson. 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 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.
Section 7. Secretary. The secretary attends all meetings of the board and records votes and minutes of all proceedings; and shall perform like duties for the 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 corporation, 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.
Section 8. Treasurer. The treasurer shall oversee custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation. They shall oversee the deposit of all monies and other valuable effects in the name of and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall oversee disbursal of the corporation=s funds. At regular meetings of the Board, or whenever they may require an account, the Treasurer shall render to the chairperson and directors an account, of all transactions and of the financial condition of the corporation. He/she shall give the corporation 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 corporation, 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 corporation.
Section 9. Delegation of Duties of Officers In the absence of any officer of the corporation, 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, of such officer to any other officer, to any other Director on the Board, or to any County officer, employee, or Corporation staff person provided a majority of the board concurs.
Section 10. Salaries. The officers of the corporation shall serve without compensation except as otherwise provided for hereunder; provided, that nothing in these bylaws shall be construed to preclude any officer from serving the corporation in a separate capacity and receiving compensation for that separate capacity.
Article V
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize by resolution any officer, agent(s), or employees, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority shall be confined to specific instances.
Section 2. Loans. No loan shall be contracted on behalf of the corporation 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 corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manager as shall be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Article VI
Fiscal Year
The fiscal year of the corporation shall begin on the 1st day of January in each year and end on the 31st day of December in each year.
Article VII
Indemnification
Section 1. Indemnification. Whenever any claim is made or any civil action is commenced against any officer or employee of the corporation 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 corporation 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 corporation 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 corporation, against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the corporation would have power to indemnify him/her against such liability under Section 1 and 3 of this article.
Article VIII
Miscellaneous
Section 1. Seal. The official seal of the County of Ingham Economic Development Corporation shall be the same as the County seal.
Section 2. Waiver of Notice If the Board of Directors or any of its committees takes an action that requires notice, the action may be taken after the notice has been given and after the lapse of a prescribed period of time, or after the person entitled to notice submits a signed waiver of such requirements.
Section 3. Severability. If any clause in these bylaws is held to be void or unenforceable, or in conflict with the Corporation=s articles of incorporation or statute, the remaining clauses shall remain in full force and effect.
Section 4. Amendments. By majority vote of the members serving, the Board of Directors of the Authority may recommend to the Ingham County Board of Commissioners such amendments to these bylaws as it deems advisable. Amendments are effective when adopted by the Ingham County Board of Commissioners.