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5. EDSR 01-10-2011ITEM # 5. of fiver MEMORANDUM TO: Economic Development Authority FROM: Catherine Mehelich, Director of Economic Development DATE: January 10, 2011 SUBJECT: Annual Meeting Election of Officers Attachments • "Conflict of Interest Rules for Local EDAs", LMC 2008 Law Summaries. • Bylaws of the Elk River Economic Development Authority As a point of information, the attached excerpt from the League of MN Cities 2008 Law Summaries cites recent statutory changes to the conflict of interest rules for local EDAs. The City Council recently amended the enabling resolution to allow the Mayor or Vice Mayor to serve on the EDA. Vice Mayor Gumphrey, Councilmembers Motin, Zerwas and Westgaard were recently appointed to the EDA. The EDA bylaws indicate the following offices are to be filled through the election process at the annual meeting of the Authority. • President • Vice President • Secretary • Treasurer • Assistant Treasurer The 2010 officers were as follows: • President -Ron Touchette • Vice President -Dan Tveite • Secretary -Paul Moon • Treasurer -Pat Dwyer • Assistant Treasurer -Matt Westgaard The EDA Annual Meeting provides the opportunity to review the attached EDA Bylaws for any suggested amendments. Staff has no suggested amendments at this time. Township expenditures authorized Chapter 166 (HF 2636*/SF 2807) authorizes certain expenditures by townships. Section 1 amends Minn. Stat. § 365.10, subd. 8 by removing a requirement that the amount of money spent by a township board to purchase park land must be approved by referendum. Language that restricts a township board from purchasing park land without explicit voter approval is preserved. Section 2 amends Minn. Stat. § 365.10, subd. 12 by allowing voters in a township to approve expenditures to recognize vol- unteers, service efforts, and retiring town officers, or to host or support a community celebration. Effective Aug. 1, 2008. (AF) ~~~ Conflict of interest rules for local economic devel- opment authorities Chapter 197 (HF 3295/SF 2806*) clarifies conflict of interest rules for local economic development authorities by amending Minn. Stat. ~ 469.098. It requires a com- missioner or employee to submit a statement to the other commissioners of the economic development author- ity prior to taking action or making a decision that would substantially affect the financial interest of the commis- sioner, an employee, or an associated organization.The new law provides that a person who fails to submit a state- ment, omits required information, or knowingly submits a statement with false information is guilty of a misde- meanor.The employee's superior is tasked with reassigning the employee's duty when there is a potential conflict of interest, and the law states that any individual who know- ingly violates the subdivision is guilty of a misdemeanor. The new law prohibits a commissioner or employee from appearing before a court or government agency as an agent for anyone other than the economic develop- ment authority in connection with specified instances in which the authority is substantially interested for one year after termination of employment. Additionally, a commis- sioner or employee is prohibited from receiving financial assistance or financing for real property other than rental assistance programs more than once.The county attor- ney is authorized to seek an injunction in district court to enforce the provisions of the section. Effective April 18, 2008, except for the criminal penalties, which are e~ectiveJune 1, 2008. (JO) Definitions of "political subdivision" and "spe- cial district" provided; special district reporting required Chapter 200 (HF 1309/SF 1436*) makes changes to stat- utes pertaining to the state auditor.The chapter defines "political subdivision" and "special district" for purposes of the laws governing the state auditor. Other sections make conforming changes related to the new general definition of political subdivision.The chapter also contains some new requirements that apply to special districts.The provi- sions that may be relevant to city operations include the following: • Definitions of "political subdivision" and "spe- cial district" provided. Section 1 creates Minn. Stat. 6,465, which contains definitions for "political subdivi- sion" and "special district." ^ "Political subdivision" means a county, home rule charter, or statutory city, town, school district, met- ropolitan or regional agency, public corporation, political subdivision, or special district. "Political subdivision" does not include a metropolitan or regional agency or a public corporation audited by the legislative auditor. ^ "Special district" means a public entity with a spe- cial or limited purpose, financed by property tax revenues or other public fiords, that is not included in a city, county, or town financial report as a com- ponent of that local government; that is created or authorized by law; and that is governed by (1) persons directly elected to the governing board of the district, (2) persons appointed to the govern- ing board of the district by local elected officials, (3) local elected officials who serve on the board by virtue of their elected office, or (4) a combina- tion of these methods of selection. Special district includes special taxing districts listed in Minn. Stat. 275.066. Special district reporting required. Section 19 creates Minn. Stat. ~ 6.756, which requires special dis- tricts to file information with the state auditor. The section requires each special district to file with the state auditor, within 60 days of adoption, any document relating to the governance of the district, including articles of incorporation, bylaws, or agree- ments, and any amendment to these documents. Special district audits required. Section 19 requires a special district with total annual revenue greater than the threshold amount for cities under Minn. Stat. ~ 412.591, subd. 3, paragraph (b), to pro- vide for an annual audit of the district's financial affairs by the state auditor or a public accountant in accordance with minimum auditing procedures pre- scribed by the state auditor. A special district with total annual revenue that is equal to or less than the threshold amount for cit- ies under ~ 412.591, subd. 3, paragraph (b), must provide for an audit of the district's financial affairs by the state auditor or a public accountant in accor- dance with minimum audit procedures prescribed by the statc auditor at Icast oncc cvcry fivc ycars.The audit must be for aone-year period to be deter- 2008 Law Summaries Page 43 BYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER, MINNESOTA PREAMBLE The Economic Development Authority for the City of Elk River (the Authority) was created by Resolution No. 87-63 of the City Council of the City of Elk River, adopted on the 7th day of October, 1987, as authorized by Minnesota Statutes, Sections 469.090-469.108. The purpose of the Authority is to serve as an Economic Development Authority pursuant to Minnesota Statutes and its affairs shall include, but not be limited to, promoting commercial and industrial growth and development in the City of Elk River. ARTICLE 1. AUTHORITY 1.1) Name -The legal name of the Authority is "The Economic Development Authority for the Ciry of Elk River." 1.2) Office -The principal office of the Authority shall be the City Offices of the City of Elk River, unless otherwise determined by resolution of the Authority. 1.3) Enabling Authority -The Authority shall exist and operate under the supervision of the City of Elk River, Minnesota (the City), in accordance with Minnesota Statutes Sections 469.090 through 469.108 as amended and revised (the Statute) and Resolution No. 87-63 of the City Council of the Ciry of Elk River (the Enabling Resolution), as amended from tune to time. 1.4) General Powers and Duties -The Authority shall be a public body corporate and politic and shall have all the powers necessary or convenient to carry out the purposes of an economic development authority, including the powers granted by the Statute. ARTICLE 2. MEETINGS 2.1) Open to the Public -All meetings of the Authority shall be open to the Public and governed by the Minnesota Open Meeting Law, Minn. Stat. Section 471.705. 2:2) uorum - A majority of the Commissioners in office at any time shall constitute a quorum for all purposes. There shall be a quorum to conduct business at all meetings of the Authority. If a quorum is not present for the Annual Meeting those present shall adjourn the meeting and the Executive Director shall establish a date for a new annual meeting and cause notice to be given as provided in section 2.5(02) of this Article. If a quorum is not present at any regular or special meeting of the Authority, those present shall adjourn the meeting to the next regular meeting, unless a special meeting is called before the next regular meeting. 2.3) Rules of Order -All meetings of the Authority shall be conducted in accordance with Robert's Rules of Order Revised. 2.4) Voting - In addition to a quorum being required for each meeting of the Authority in order to transact business, a majority of all of the Commissioners present shall be required to approve any matter before the Commissioners. 2.5) Annual Meetin (01) Time and Place -The Annual Meeting of the Authority shall be held on the second Monday of January at 7:00 p.m. at the principal office of the Authority, or such other location as designated in the Notice of Annual Meeting. (02) Notice -Notice of the Annual Meeting shall be published in the official newspaper of the Authority not less than ten (10) days in advance of such meeting and shall be delivered to each Commissioner of the Authority and each member of the governing body of the City. It shall be the responsibility of the Executive Director to give this notice. (03) Order of Business -The suggested order of business at the Annual Meeting shall be the following: 1. Roll call. 2. Confirmation and recognition of new Commissioners. 3. Election of officers and establishment of their terms. 4. Appointment of Executive Director. 5. Designation of committee assignments to Commissioners. 6. Determination of new committees and assignments of Commissioners. 7. Consideration of staff assignments. 8. Approval of official newspaper. 9. Approval of official depository. 10. Reports by various officers and subcommittees. 11. Designation of place of meeting during the remainder of calendar year. 12. Determination of dates of meeting during the remainder of calendar year. 13. Discussion of any modifications or amendments to the Statute or the enabling resolution. 14. Discussion of Bylaws and any suggested amendments. 2.6) Regular Meetings (01) Time and Place -Regular meetings of the Authority shall be held on the second Monday of each calendar month at 5:30 p.m. Any regular meeting falling upon a holiday shall be held on the next business day at the same time and place. Regular meetings shall be held by the Authority at such time and place as determined by the Authority at its Annual Meeting, unless the Authority by subsequent resolution establishes a different time and place for regular meetings. (02) Notice - No separate notice need be given for regular meetings held at the time and place designated by Resolution of the Authority. (03) Order of Business -The suggested order of business at regular meetings shall be the following: 1. Roll call. 2. Opening format. 3. Approval of minutes. 4. Financial matters. 5. Old business. 6. Consent business. 7. Hearings and resolutions. 8. Project considerations. 9. New business. 10. Close. 2.7) Special Meetings -Special meetings of the Authority shall be called by the Executive Director at any time upon written request of any Commissioner, or may be called by the Executive Director. Notice of Special Meetings shall be given to each Commissioner and to each member of the governing body of the City and shall be posted at the Authority's principal office. ARTICLE 3. OFFICERS AND STAFF 3.1) Officers -The officers of the Authority shall consist of a President, a Vice President, a Treasurer, a Secretary, and an Assistant Treasurer. The Authority shall elect the President, Vice President, Treasurer, and Secretary annually. The offices of President and Vice President may not be held by the same Commissioner concurrently. (01) President -The President, who shall be selected from among the Commissioners, shall preside at all meetings of the Commissioners, and shall have general charge of and control over the affairs of the Authority subject to the approval of the Commissioners. The President shall sign or countersign all certificates, contracts, and other instruments of the Authority as authorized by the Authority. (02) Vice President -The Vice President, who shall be selected from among the Commissioners, shall preside at all meetings of the Commissioners in the absence of the President and shall perform such duties as may be assigned to him by the Commissioners. In case of death, retirement, resignation, or disability of the President, the Vice President shall perform and be vested with all the duties and powers of the President. (03) Treasurer -The Treasurer, who shall be selected from among the Commissioners, shall receive and is responsible fox Authority money and for acts of the Assistant Treasurer. The Treasurer shall disburse authority money by check only and keep an account of the source of all receipts and the nature, purpose, and authority of all disbursements. By March 31 of each year, the Treasurer shall file with the Secretary detailed financial statements of the Authority covering the financial operations of the Authority during the twelve (12) month period ending on December 31 of the current year. The Treasurer shall provide a bond as required by law. (04) Secretary -The Secretary shall be responsible for taking and preparuig minutes of each meeting of the Authority. Further, the Secretary shall be responsible for maintaining any appropriate files as deemed necessary by the Commissioners, including files of the minutes, publications of meetings, and meeting agenda. The Secretary shall also perform such functions as may be deemed necessary by the President. (05) Assistant Treasurer -The Assistant Treasurer shall have the powers and duties of the Treasurer if the Treasurer is absent or disabled. 3.2) Absentee - In the case of the absence or inability to act of any officer of the Authority or of any person authorized by these Bylaws to act in place of the officer, the Board of Commissioners may from time to time delegate the powers or duties of such officer to any other officer or any commissioner whom it may select. 3.3) Vacancies -Vacancies in office arising from any cause may be filled by the Authority at its annual meeting or at any regular or special meeting. 3.4) Staff -The Authority shall appoint an Executive Director and such other staff as it deems necessary to carry out the business of the Authority, and may determine their duties, qualifications, and compensation. (01) The Executive Director shall have the duties and responsibilities delegated by these bylaws and as assigned by the Authority. (02) The Authority may delegate to its staff, employees, or agents such powers or duties as it may deem proper. 3.5) Consultants -The Authority may contract for the services of consultants as needed to perform its duties and exercise its powers. (01) The fees, if any, of all contracted agents or consultants of the Authority shall be fixed by the Board of Commissioners. (02) The Authority shall use the services of the City Attorney as its chief legal advisor. ARTICLE 4. FINANCE AND CONTRACTS 4.1) Fiscal Year -The fiscal year of the Authority shall be the same as the fiscal year of the City. 4.2) Budget -The following budgetary proceedings shall apply to the transaction of business by the Authority: (01) A budget shall be prepared by the Treasurer in accordance with the Statute. The Treasurer shall present the budget to the Commissioners of the Authority for consideration each year at such time as established by the Authority. (02) The budget shall include estimated revenues, the source of revenues and an estimate of the amount of money needed from the City, the costs of projects for the ensuing year, the estimated costs for staff personnel, and the purposes to which money on hand is to be applied, as well as the general administrative and overhead costs estimated for the ensuing year, and a proposed levy. (03) After full consideration of the budget, the Commissioners of the Authority shall approve it and the President of the Authority shall submit the budget to the City Council. 4.3) Financial Statements -Financial statements of the Authority must be prepared, presented, approved, and filed in accordance with Minnesota Statutes Sections 469.097 and 469.100 and other relevant statutes as amended or revised. 4.4) Contracts and Procurement (01) All construction work and work of demolition and clearing, contracts for services or for repairs, maintenance and replacements, and every purchase of equipment, supplies or materials and contracts therefore shall be in accordance with the Statute and procurement policies, if any, established by resolution of the Authority. (02) Annroval of Contract b~Attorney -Except for the purchase of expendable office supplies, no contract shall be made by the Authority through any officer or employee except in writing approved as to form by the attorney for the Authority. (03) Execution of Contracts -Unless otherwise directed by the Authority or required by the State or Federal agencies furnishing funds to the Authority, all contracts shall be executed on behalf of the Authority by any two of the officers of the Authority. 4.5) Disbursements (01) Federal Funds -All funds received from the Government of the United States or any of its agencies shall be disbursed and accounted for in accordance with the regulations or requirements from time to time made by the Federal agencies furnishing said funds to the Authority. (02) Official Denositor~- All monies of the Authority shall be deposited in the name of the Authority in official city depositories in accordance with Minnesota Statutes. Monies shall be disbursed only by check, signed by persons designated by the Authority, except that petty cash funds not exceeding at any time One Hundred Dollars ($100) may be maintained by the Authority. (03) Checks -All checks drawn on bank accounts of the Authority shall indicate the fund and, in the case of a project, the project to be charged. All checks shall be signed by the Treasurer and one other officer named by the Authority by resolution. 4.6) Records -The books and records of the Authority shall be kept at the principal office of the Authority. ARTICLE 5. AMENDMENTS 5.1) Amendments -These Bylaws may be amended at any meeting of the Authority provided that notice of such proposed amendment shall be given to each Commissioner and each member of the governing body of the City prior to such meeting. Amendment of the Bylaws shall be in accordance with the procedural and voting requirements established by these Bylaws or by resolution of the Authority. 5.2) Existing Projects -The Authority shall have no control nor authority over any existing economic development or redevelopment project in the City unless specifically so provided by resolution of the City Council. If the City Council adopts a resolution transferring control, authority and operation of any existing project to the Authority, the Authority shall accept control, authority, and operation of the project. When taking control of an existing project the Authority may exercise all for the powers that the governmental unit established in the project could exercise with respect to the project and shall covenant and pledge to perform the terms, conditions, and covenants of any bond indentures or other agreements executed with respect to the project. 5.3) Advisory Committees -The Authority shall maintain, at their discretion, volunteer advisory committees which will act in an advisory capacity to the Authority. (01)The advisory committees will include without limitation: (a) A finance committee; (b) A marketing committee; (c) A prospecting committee; (d) A research and development committee. (02) All members of the advisory committees will be appointed by the Authority. (03) The responsibility of the advisory committees shall be to advise and assist the Authority and to work with the executive director of the Authority and the economic development coordinator of the City on assignments if needed. Adopted this 22nd day of August, 1988. Estelle Gunkel, President Gene Schuldt, Vice President Jim Tralle, Treasurer Harold Dobel, Secretary Roger Holmgren, Assistant Treasurer Attorney David C. Sellergren AMENDMENT TO THE BYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER By way of action at a regular meeting of the Economic Development Authority for the City of Elk River (the EDA) held on January 13, 2003, Section 2.6(0 I) of Article 2 of the EDA by-laws are hereby amended to read as follows: (01) Time and Place -Regular meetings of the Authority shall be held on the second Monday of each calendar month at 5:30 p.m. Any regular meeting falling upon a holiday shall be held on the next business day at the same time and place. Regular meetings shall be held by the Authority at such time and place as determined by the Authority at its Annual Meeting, unless the Authority by subsequent resolution establishes a different time and place for regular meetings. Adopted this 13th day of January, 2003 in accordance with Section 2.6(0 I) and Section 5.1 of the EDA by-laws. AMENDMENT TO THE BYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER By way of action at a regular meeting of the Economic Development Authority for the City of Elk River (the EDA) held on December 9, 2002, Section 2.5(01) of Article 2 of the EDA Bylaws are hereby amended to read as follows: (01) Time and Place -The Annual Meeting of the Authority shall be held on the second Monday of January at 5:30 p.m., at the principal office of the Authority, or such other location as designated in the Notice of Annual Meeting. Adopted this 9`h day of December, 2002.