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6.1 EDSR 06-19-2017Request for Action ToItem Number Economic Development Authority6.1 Agenda Section Meeting DatePrepared by General BusinessJune 19, 2017Amanda Othoudt, EDD Item Description Reviewed by Amendment to the EDABylaws -Reorganization Tina Allard, City Clerk of the EDA Finance Committee Reviewed by Action Requested Approve, by motion, changes to the EDABylawsfor the creation of a joint finance committee with the HRA. Background/Discussion At their March 3 meeting, the Housing and Redevelopment Authorita joint EDA/HRAFinance Committee to review all financial applications of the HRA. Over the past two years, the HRA has developed two new financialrecently received applications for housing TIF assistance and redevelopment TIF asall HRA applications are reviewed by the HRA for recommendation to t The HRA is seeking a more in depth review of their financial app- committee. Economies of Scale could be attained by utilizing the EDA Financ financial applications and provide a recommendation to the appro Changes to the Bylaws reflect the appointment of two members of the EDA and two members of the HRA to the Finance Committee. The EDA Finance Committee will berenamed to Joint Finance Committee. The HRA approved the changes to their Bylaws at their June 5, 2017 meeting. Financial Impact None Attachments EDABylaws BYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER, MINNESOTA PREAMBLE TheEconomic Development Authority for the City of Elk River (the Au Resolution No. 87-63 of the City Council of the City of Elk River, adopted on the October, 1987, as authorized by Minnesota Statutes, Sections 469-469.108. The purpose of the Authority is to serve as an Economic Development Authority pursu its affairs shall include, but not be limited to, promoting comm development in the City of Elk River. ARTICLE 1. AUTHORITY 1.1) Name -The legal name of the Authority is "The Economic Development Aut the City of Elk River." 1.2) Office - The principal office of the Authority shall be the City Offices 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 Sections 469.090 through 469.108 as amendedand revised (the Statute) and Resolution No. 87-63 of the City Council of the City of Elk River (the Enabling Resolution), 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 o development authority, including the powers granted by the Statu ARTICLE 2. MEETINGS -All meetings of the Authority shall be open to the Public and 2.1) Open to the Public governed by the Minnesota Open Meeting Law, Minn. Stat. Section 2:2) Quorum -A majority of the Commissioners in office at any time shall cons 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 tho meeting and the Executive Director shall establish a date for a and cause notice to be given as provided in section 2.5(02) of this Article. If a special meeting of the Authority, those present shall adjourn th meeting, unless a special meetingis called before the next regular meeting. 2.3) Rules of Order -All meetings of the Authority shall be conducted in accordance w Robert's Rules of Order Revised. 2.4) Voting -In addition to a quorum being required foreach meeting of the Authority in order to transact business, a majority of all of the Commissione approve any matter before the Commissioners. 2.5) Annual Meeting (01) Time and Place - The Annual Meeting of the Authority shall be held on the third 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. Any Annual Meeting falling upon a holiday shallbe held on the next business day at the same time and location. (02) Notice - Notice of the Annual Meeting shall be published in the official the Authority not less than ten (10) days in advance of such mee 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 (03) Order of Business - The suggested order of business at the Annual Meeting shall be t 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 12. Determination of dates of meeting during the remainder of calend 13. Discussion of any modifications or amendments to the Statute or 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 thirdMonday of each calendar month at 5:30 p.m. Any regular meeting f a holiday shall be held on the next business day at the same tim meetings shall be held by the Authority at such time and place a Authority at its Annual Meeting, unless the Authority by subsequent resolut establishes a different time and place for regular meetings. (02) Notice - No separate notice need be given for regular meetings held at th designated by Resolution of the Authority. (03) Order of Business - The suggested order of business at regular meetings shall be the 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 Executi Director at any time upon written request of any Commissioner, o Director. Notice of Special Meetings shall be given to each Commr of the governing body of the City and shall be posted at the Author ARTICLE 3. OFFICERS AND STAFF 3.1) Officers -The officers of the Authority shall consist of a President, a Vi President, a Treasurer, a Secretary, and an Assistant Treasurer. The Authority shall elect the President, Vice President, Treasurer, and Secretary annually and Vice President may not be held by the same Commissioner conc (01) President - The President, who shall be selected from among the Commissioners, shall preside at all meetings of the Commissioners, and shall have gen over the affairs of the Authority subject to the approval of the (02) Vice President - The Vice President, who shall be selected from among the Commissioners, shall preside at all meetings of the Commissioner President and shall perform such duties as may be assigned to hi 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 Pres (03) Treasurer - The Treasurer, who shall be selected from among the Commissioner receive and is responsible for Authority money and for acts of the Assistant Treasurer. The Treasurer shall disburse authority money by check only and keep all receipts and the nature, purpose, and authority of all disbu year, the Treasurer shall file with the Secretary detailed financial statements of the Authority covering the financial operations of the Authority during the tw ending on December 31 of the current year. The Treasurer shall p by law. (04) Secretary -The Secretary shall be responsible for taking and preparing minutes of ea meeting of the Authority. Further, the Secretary shall be respon appropriate files as deemed necessary by the Commissioners, including files of the minutes, publications of meetings, and meeting agenda. The Secretary shall also 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 or of any person authorized by these Bylaws to act in place of t 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 its annual meeting or at any regular or special meeting. 3.4) Staff -The Authority shall appoint an Executive Director and such other deems necessary to carry out the business of the Authority, and 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 agen 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 o the Board of Commissioners. (02) The Authority shall use the services of the City Attorney as its chief legal a ARTICLE 4. FINANCE AND CONTRACTS - The fiscal year of the Authority shall be the same as the fiscal 4.1) Fiscal Year City. 4.2) Budget -The following budgetary proceedings shall apply to the transacti by the Authority: (01) A budget shall be prepared by the Treasurer in accordance w Treasurer shall present the budget to the Commissioners of the Ay for consideration each year at such time as established by the Authority. (02) The budget shall include estimated revenues, the source of the amount of money needed from the City, the costs of projects year, the estimated costs for staff personnel, and the purposes to which m applied, as well as the general administrative and overhead cost 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 b 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, repairs, maintenance and replacements, and every purchase of equipment, supplies materials and contracts thereforeshall be in accordance with the Statute and procurement policies, if any, established by resolution of the Authority. (02) Approval of Contract by Attorney Contracts for the Authority shall be in writing and, except when deemed unnecessary by the authority or the Executive approved as to form by the attorney for the Authority. (03) Execution of Contracts -Unless otherwise directed by the Authority, required by law or required by State or Federal agencies furnishing funds to the Aupurchasing contracts of the Authority shall be executed on behalf of the Authority as provided by the Purchasing Policy set forth in the Financial Management Policies of the City of Elk River, as amended from time to time. Non-purchasing contracts and other instruments of the Authority shall be executed by the President, or other officer i and the Executive Director, or the Executive Directors delegee. All checks issued by the Authority shall be signed by the Treasurer and one other officer Statutes, Section 469.096, Subd. 8. 4.5) Disbursements (01) Federal Funds - All funds received from the Government of the United States or a its agencies shall be disbursed and accounted for in accordance requirements from time to time made by the Federal agencies furn Authority. (02) Official Depository - All monies of the Authority shall be deposited in the name of th Authority in official city depositories in accordance with MinneStatutes. 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) Authority. (03) Checks -All checks drawn on bank accounts of theAuthority 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 prin of the Authority. ARTICLE 5. AMENDMENTS 5.1) Amendments - These Bylaws may be amended at any meeting of the Authority prov that notice of such proposed amendment shall be given to each Co the governing body of the City prior to such meeting. Amendment of the Bylaws shall be in accordance with the procedural and voting requirements establish 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 resolution of the City Council. If theCity Council adopts a resolution transferring control, authority and operation of any existing project to the Authority, the Authaccept control, authority, and operation of the project. When taking control of an existing all for the powers that the governmental unit established in the proj the project and shall covenant and pledge to perform the terms, conditions, and covenants bond indentures or other agreements executed with respect to the 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 joint EDA/HRA Finance Committee which shall consist of (i) two Commissioners appointed by the HRA, (ii) two EDA Commissioners appointed by the EDA, and (iii) five members of the Elk River community consi members of the banking profession, one member of the legal profe member of the real estate profession and one member of the community at large each of whom shall be approved, as needed, by the then-existing members of the Finance Committee to fill any open seat consistent with foregoin categories; (b) A marketing committee; (c) A prospecting committee; (d) A research and development committee; (e) A beautification committee (02)All members of the advisory committees will be appointed by the (03) The responsibility of the advisory committees shall be to advisee Authority and to work with the executive director of the Authority and the economic City on assignments if needed. th Adopted this 15 day of May, 2017 _______________________________________ Dan Tveite, President _______________________________________ Jennifer Wagner, Vice President _______________________________________ Matt Westgaard, Treasurer _______________________________________ Bryan Provo, Assistant Treasurer _______________________________________ Nate Ovall, Secretary _______________________________________ Nate Ovall, Economic Development Authority Commissioner _______________________________________ Matt Westgaard, Economic Development Authority Commissioner _______________________________________ Jennifer Wagner, Economic Development Authority Commissioner _______________________________________ Attorney: Amendments: December 12, 1994  Annual Meeting time changed to 6:00 p.m. December 9, 2002 Annual Meeting time changed to 5:30 p.m. January 13, 2003 Regular Meeting date and time changed to second Monday at 5:30 p With exceptions for holidays; dates and time changes can be made Resolution May 13, 2013  Regular meetings changed to third Monday July 15, 2013  Changes to 3.1(01); 4.4(02) and 4.4(03) regarding contracts December 14, 2016  Changes to 5.3 (01) June 19, 2017  Changes to 5.3 (01) (a)