4.2. EDSR 04-25-2017 1f
Gty of
Elk Request for Action
VE
To Item Number
Economic Development Finance Committee 4.2
Agenda Section Meeting Date Prepared by
Work Session Aril 25, 2017 Amanda Othoudt,EDD
Item Description Reviewed by
Reorganization of the EDA Finance Committee Cal Portner, City Administrator
Reviewed by
Action Requested
Discuss potential changes to the EDA Finance Committee and provide a recommendation on
reorganization of the committee to the EDA and the HRA.
Background/Discussion
At their March 3 meeting, the Housing and Redevelopment Authority discussed establishing an HRA
Finance Committee to review all financial applications of the HRA.
Over the past two years, the HRA has developed two new financial policies and have recently received
applications for housing TIF assistance and redevelopment TIF assistance. Under the current policy, all
HRA applications are reviewed by the HRA for recommendation to the City Council for final action.
The HRA is seeking a more in depth review of their financial applications through a separate sub-
committee. Economies of Scale could be attained by utilizing the EDA Finance Committee to review all
financial applications and provide a recommendation to the appropriate board.
The Finance Committee consists of 8 members, two EDA members and at large members representing
various disciplines. Current members are:
EDA: Dan Tveite Law: Open
EDA: Bryan Provo Real Estate: Ryan Hardin
Banking: Chad Vitzthum At Large: Larry Toth
Banking: Nate Ovall At Large:Jim Gromberg
Currently, two HRA members already sit on the Committee. Changes to the EDA and HRA bylaws
could be made to establish a joint committee which advises both boards. Changes to the bylaws could
reflect the appointment of two members of the EDA and two members of the HRA to the Finance
Committee. Each board would be responsible for appointing two of their members to the Finance
Committee. The EDA Finance Committee could be generally renamed to Finance Committee.
At their April 17,2017, meeting, the EDA discussed the creation of a joint finance committee to review
all financial applications and directed staff to discuss this at the next EDA Finance Committee meeting
and provide a recommendation to the EDA and HRA on the new structure of the committee.
NATURE
Financial Impact
None
Attachments
■ EDA Bylaws
■ HRA Bylaws
N:ADepartments\Community Development\Economic Development\EDA\Administrative\Agenda\EDA Finance Committee Agenda
Packets\2017\April 25,2017\4.2 sr Reorganization of the EDA Finance Committee.docx
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 City 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 City of Elk River (the Enabling Resolution), as amended from time 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) Quorum - 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 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 AnnualMeetingfalling upon a
holiday shall be 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 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.
S. 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.
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
third 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 maybe 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 Authorit/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.
(O1) 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.
(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 maybe 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 for 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.
t:
(04) Secretary- The Secretary shall be responsible for taking and preparing 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 maybe 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.
(0 1) 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.
(0 1) 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) Bu et- The following budgetary proceedings shall apply to the transaction of business
by the Authority:
(0 1) 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
(0 1) 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) Approval of Contract by Attorney- Contracts for the Authority shall be in writing and, ,
except when deemed unnecessary by the authority or the Executive Director, shall be
approved as to form by the attorney for the Authority.
(03) Execution of Contracts- Unless otherwise directed by the Authority, required bylaw or
required by State or Federal agencies furnishing funds to the Authority, all purchasing
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 if the President is unavailable,
and the Executive Director,or the Executive Director's delegee. All checks issued by the
Authority shall be signed by the Treasurer and one other officer, as provided in Minnesota
Statutes, Section 469.096, Subd. 8.
4.5) Disbursements
(0 1) 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 Depositor- 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 4,
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 maybe 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 16`' day of September, 2013
Dan Tveite,President
Patrick Dwyer,Vice Presiden
Paul Motin,Treasurer
M tt' estgaard, S creta
Bryan Pro �ssistant Treasurer
t_
Barbara Burandt, Eco omic Development Authority Commissioner
Stewart Wilson,IEconomic Development Authority Commissioner
Atto ey:
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.m.
With exceptions for holidays; dates and time changes can be made at Annual Meeting, or by
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
September 16, 2013 - Annual meeting third Monday of January; held next business
day after holiday
Bylaws
Housing and Redevelopment Authority
in and for
the City of Elk River, Minnesota
Preamble
The Housing and Redevelopment Authority in and for the City of Elk River was created by an act of
the Legislature of the State of Minnesota entitled the "Municipal Housing and Redevelopment Act,"
Minnesota Statutes, Sections 462.411 - 462.712. On the 21 st day of July, 1980, the City Council of
the City of Elk River adopted a resolution in accordance with the findings required by Minnesota
Statutes,Section 462.425, Subd. 2. The bylaws of the Elk River Housing and Redevelopment
Authority dated as of April 28, 1996,are hereby repealed. The bylaws dated November 25, 1996,
are hereby adopted thereof and shall govern from this day forward.
Article I
Authority
1.1) Name -The legal name of the Authority is "The Housing and Redevelopment Authority in
and for the City 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.
Article 2
Meetings
2.1) Annual Meeting-The annual meeting of the Authority shall be held at the principal office of
the Authority on the first Monday of February at 5:30 p.m., or such other location as
designated in the notice of the annual meeting. Any annual meeting falling upon a holiday
shall be held on the next business day at the same time and location.
2.2) Notice of Annual Meeting- Notice shall be published in the official newspaper of the
Authority and delivered to each Commissioner of the Authority and each member of the
governing body of the City, not less than ten (10) days in advance of such meeting. It shall
be the responsibility of the Executive Director to give this notice.
2.3) Quorum-There shall be a quorum to conduct business at the annual meeting. If a quorum
is not present, the Executive Director shall establish a date for a new annual meeting and
cause notice to be given as provided in Section 2.2 of this Article.
2.4) Order of Business at the Annual Meeting-The annual meeting of the Authority,and so far
as possible all other meetings of the Authority, shall be conducted in accordance with
s•\eda\hra\bylawsdoc
Robert's Rules of Order Revised. 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. Designation of committee assignments to Commissioners.
5. Determination of new committees and assignments of
Commissioners.
6. Consideration of staff assignments.
7. Approval of official newspaper.
8. Approval of official depository.
9. Reading of financial condition by Chair.
10. Reading of status of each existing project by Chair.
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 "Municipal Housing
and Redevelopment Act."
14. Discussion of Bylaws and any suggested amendments.
2.5) Regular Meetings and Order of Business at Regular Meetings - Regular meetings shall be
held by the Authority on the first Monday of each month at 5:30 p.m. at the principal office
of the Authority, unless otherwise designated, and shall be open to the public. Any regular
meeting falling upon a holiday shall be held on the next regular business day at the same time
and location. No separate notice need be given for regular meetings. 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.
SA eda\hra\bylaws.doc
5. Old business.
6. Current business.
7. Hearings and resolutions.
8. Project considerations.
9. New business.
10. Close.
2.6) Special Meetings - Special meetings of the Authority shall be called by the Executive
Director at any time upon written request of any Commissioner. Notice of special meetings
shall be given to each commissioner a minimum of 72 hours in advance of such meeting.
Article 3
Officers
3.1) Officers -The officers of the Authority shall consist of a Chair, a Vice Chair, a Secretary and
such other officers as shall from time to time be duly selected and appointed.
3.2) Chair-The Chair,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.
3.3) Vice Chair-The Vice Chair,who shall be selected from among the Commissioners, shall
preside at all meetings of the Commissioners in the absence of the Chair and shall perform
such duties as may be assigned by the Commissioners. In case of death, retirement, or
disability of the Chair, the Vice Chair shall perform and be vested with all the duties and
powers of the Chair.
3.4) Secretary-The Secretary,who shall be selected from among the Commissioners, shall be
responsible for reviewing the minutes of each meeting of the Authority. The Secretary shall
also perform such functions as may be deemed necessary by the Chair.
3.5) Executive Director-The Authority shall appoint an Executive Director and such other staff,
permanent and temporary, that it deems necessary to carry out the business of the Authority.
The Executive Director shall have the duties and responsibilities delegated by these by-laws
and as assigned by the Authority.
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Article 4
Quorum and Voting
4.1) Quorum-A majority of the Commissioners in office at any time shall constitute a quorum
for all purposes. In the case a quorum is not present at any meeting, those present shall have
the power to adjourn the meeting,without notice or other announcement at the meeting,
until the requisite number of Commissioners is present, and business which might have been
transacted at the meeting which was adjourned may be transacted at such reconvened
meeting.
4.2) 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 shall be required to approve any
matter before the Commissioners.
Article 5
Finance and Contracts
5.1) Fiscal Year-The calendar year shall be the fiscal year of the Authority for general and
administrative purposes;provided,however, that other fiscal years may be established by
resolution as required or desirable for specific purposes or undertakings of the Authority.
5.2) Budget-The following budgetary proceedings shall apply to the transaction of business by
the Authority:
(01) A budget shall be prepared by the Executive Director. This budget shall be
presented to the Commissioners of the Authority for consideration in August of each year.
(02) The budget shall include estimated revenues and the source of revenues, the costs of
the projects for the ensuing year, and the estimated costs for staff personnel, 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 Chair of the Authority shall submit the budget to the City Council not
later than the tenth day of September of each year.
Article 6
Scope of Powers and Duties
6.1) Contracts and Procurement
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(01) Approval of Contract by Attorney—Contracts of the Authority shall be in writing
and, except when deemed unnecessary by the Authority or the Executive Director, shall be
approved as to form by the attorney for the Authority.
(02) Execution of Contracts - Unless otherwise directed by the Authority,required by law
or required by State or Federal agencies furnishing funds to the Authority, all purchasing
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 Chair, or other officer if the Chair is unavailable, and the
executive director, or the executive director's delegate.
6.3) 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 Depository-All monies received by the Authority from any source
whatsoever shall be deposited in approved bank accounts of the Authority and shall be
disbursed only by check, except that petty cash funds not exceeding One Hundred Dollars
($100) at any time 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 two
designated Commissioners of the Authority, or one officer of the Authority and the
Executive Director.
Article 7
Amendments
These Bylaws may be amended at any regular meeting of the Authority provided that notice of such
proposed amendment shall be given to each Commissioner by hand,registered, or certified mail a
minimum of ten (10) days prior to such meeting. Amendment of the Bylaws shall be in accordance
with procedural and voting requirements established by these Bylaws or by resolution of the
Authority.
Adopted this 2nd day of May, 2016.
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C ssioner
1
4rn1nissioner
Co snet
Co loner
Commissioner Attorney
Amendments to Original 1980 Bylaws(attached:
■ Bylaws adopted April 28, 1986
■ May 11, 1994—Delete Section 3.4 and Section 3.5 of Article 3;rewritten
■ Bylaws adopted November 25, 1996
■ January 5, 2004—Delete Section 2.1 and 2.5 of Article 2;rewritten
■ January 3, 2005 — Amend Section 2.1 and Section 2.5, regarding meeting dates falling on
holidays
■ January 2, 2007 —Amend Section 2.1 and Section 2.5 of Article 2, change meeting times to
5:30pm
■ August 5,2013—Delete Section 6.1; Section 6.1 and 6.2 rewritten,regarding contracts
■ February 2, 2015 — Amend Sections 2.1, 2.5, 2.6, and Article 7 regarding annual meeting,
public hearing,and amendment processing.
■ May 2,2016—Amend Article 3, Section (3.4) Secretary,position description.
E\e da\hra\bylaws doc