7.1. EDSR 03-18-2019Request for Action
To Item Number
Economic Development Authority 7.1
Agenda Section Meeting Date Prepared by
General Business March 18, 2019 Amanda Othoudt, EDD
Item Description Reviewed by
EDA Bylaw Amendments Cal Portner, City Administrator
Reviewed by
Action Requested
Approve, by motion, a resolution to amend the EDA Bylaws.
Background/Discussion
At their January 22, 2019, meeting the EDA directed staff to have the attorney prepare staff-suggested
amendments to their bylaws for review at their February 19 meeting. At that meeting, the commission
agreed to the following attorney recommended changes.
1. Minor capitalization and wording changes throughout bylaws.
2. Changes to 2.5(03) and 2.6(03) relating to order of business for annual meeting and regular meetings.
3. Addition of 2.8, relating to the attendance policy
4. Changes to 3.1 relating to officers.
5. Deletion of 3.5(02) relating to services.
6. Changes to 4.4(03) and 4.5(03) relating to execution of checks.
7. Addition of 4.7 relating to ongoing duties of the Authority.
8. Addition of 4.8 relating to the official newspaper of the Authority.
At the February 19 meeting, staff discussed the duties of the assistant treasurer and the secretary are typically
delegated to a staff person rather than undertaken by commissioners. Currently, the executive director is
undertaking those roles rather than the appointed commissioners. The attorney recommended changing the
language in the bylaws delegating the city’s economic development director as the executive director of the
EDA and appointing the executive director as the assistant treasurer and the secretary.
In addition, the attorney suggested that is appropriate for the executive director to undertake the role of
assistant treasurer in order to continue to sign checks in accordance with Minnesota Statutes, Section
469.096 which requires checks to be signed by the treasurer and another officer, which has historically been
the president of the EDA.
At their annual meeting in January, the EDA appointed officers for 2019. If the Board of Commissioners
agrees to appoint the executive director as secretary and assistant treasurer, the current secretary and
assistant treasurer would need to withdraw after approval of the amended bylaws. The EDA should then
appoint the executive director to both roles.
The Elk River Vision
A welcoming community with revolutionary and spirited resourcefulness, exceptional
service, and community engagement that encourages and inspires prosperity
Financial Impact
N/A
Attachments
EDA Bylaws (clean)
Resolution
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 and adopted on the 7th day of October 1987 as
authorized by Minnesota Statutes, Sections 469.090-469.1081. The purpose 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 within 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) Principal Office - The principal office of the Authority shall be the City of Elk River City Hall 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 469.1081 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. If a quorum is not present for
the annual meeting, those present shall adjourn the meeting and the executive director shall establish a
new annual meeting date 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, 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 - Meetings 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
rd
(01) Time and Place - The annual meeting shall be held on the 3 Monday of January at 5:30 p.m. at
the principal office or another location as designated in the notice of annual meeting. An annual
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meeting falling 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:
1. Call meeting to order.
2. Oath of Office.
3. Election of officers and establishment of their terms.
4. Designation of committee assignments to commissioners.
5. Consider Agenda.
6. Consent Agenda.
7. Open Forum.
8. Public Hearings.
9. General Business.
10. Adjournment.
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
rd
(01) Time and Place – Regular meetings shall be held on the 3 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
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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 the Enabling Resolution of the Authority.
(03) Order of Business - The suggested order of business at regular meetings shall be:
1. Call meeting to order.
2. Consider Agenda.
3. Consent Agenda.
4. Open Forum.
5. Public Hearings.
6. General Business.
7. Worksession.
8. Adjournment.
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 - Shall be called by the executive director at any time upon written request of any
commissioner or by the executive director. Notice 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.
2.8) Attendance Policy - The city council has adopted an Attendance Policy applicable to all commissioners.
The city council may amend the Attendance Policy from time to time. At all times, commissioners shall
comply with the Attendance Policy then in effect on file with the executive director. Failure to comply
with the Attendance Policy may result in removal from the board of commissioners in accordance with
the Attendance Policy.
ARTICLE 3 - OFFICERS AND STAFF
3.1) Officers - Authority officers 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. The offices of assistant treasurer and secretary need not be held by commissioners. The
economic development director of the City shall be the Authority’s executive director.
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(01) President - Shall be selected from among the commissioners, shall preside at all meetings of and
shall have general charge of and control over the affairs of the Authority subject to the approval of
the commissioners.
(02) Vice President - Shall be selected from among the commissioners, shall preside at all meetings 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 - 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.
(04) Secretary -– The secretary shall be the Authority’s executive director. The secretary sShall 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 may be deemed necessary by the president.
(05) Assistant Treasurer -– The assistant treasurer shall be the Authority’s executive director. Shall
have the powers and duties of the treasurer if the treasurer is absent or disabled. The powers of the
treasurer are delegated to the assistant treasurer. The assistant treasurer shall receive and is
responsible for authority money. The assistant 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 assistant 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 assistant treasurer shall
provide a bond as required by law. All checks issued by the Authority shall be signed by the assistant
treasurer and the President.
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 Authority 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 deemed 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 deemed
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
Authority.
(02) The Authority shall use the services of the city attorney as its chief legal advisor.
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ARTICLE 4 -– FINANCE, CONTRACTS AND OTHER DUTIES 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:
(01) A budget shall be prepared by the treasurer in accordance with the Statute. The treasurer shall
present the budget to the Authority 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 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 Authority shall approve and the president shall submit
the budget to the city council.
4.3) Financial Statements - Must be prepared, presented, approved, and filed in accordance with Minnesota
Statutes Sections 469.097 096 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) Approval of Contract by Attorney - Contracts 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 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 president or
other officer if the president is unavailable and the executive director or the executive director’s
delegate. 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
(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 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 resolutionthe president. In accordance with Minnesota law, the
treasurer has delegated the duty of signing checks to the assistant treasurer.
4.6) Records - The books and records of the Authority shall be kept at the Principal Office.
4.7) Ongoing Duties. The Authority shall evaluate and consider staff assignments, the status of existing
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Authority projects, any modifications or amendments to Minnesota Statutes, Sections 469.090 -
469.1081 and suggested amendments and changes to the Authority’s bylaws from time to time as
needed.
4.8) Official Newspaper. The official newspaper of the Authority shall be the official newspaper of the City
of Elk River, unless otherwise determined by resolution 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 or 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 joint EDA/HRA Finance Committee which shall consist of (i) two HRA
Commissioners appointed by the HRA, (ii) two EDA Commissioners appointed by the EDA,
and (iii) five members of the Elk River community consisting of two members of the banking
profession, one member of the legal profession, one member of the real estate profession and
one member of the community at large each of whom shall be appointed, as needed, by the
then-existing members of the Finance Committee to fill any open seat consistent with
foregoing community 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 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 City staff on assignments if needed.
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thth
Adopted this 15 18 day of MayMarch, 20172019
_______________________________________
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.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
December 14, 2016 – Changes to 5.3 (01)
May 15, 2017 – Changes to 5.3 (01) (a)
March 18, 2019 – Minor capitalization and wording changes throughout bylaws; changes to 2.5(03) and
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2.6(03) relating to order of business for annual meeting and regular meetings; changes to 3.1 relating to
officers; deletion of 3.5(02) relating to services; changes to 4.4(03) and 4.5(03) relating to execution of checks;
addition of 2.8 relating to attendance policy; addition of 4.7 relating to ongoing duties of the Authority;
addition of 4.8 relating to the official newspaper of the Authority
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ECONOMIC DEVELOPMENT AUTHORITY
FOR THE CITY OF ELK RIVER
COUNTY OF SHERBURNE
STATE OF MINNESOTA
RESOLUTION NO. 2019-____
RESOLUTION APPROVING AMENDMENT OF BYLAWS
WHEREAS, the Board of Commissioners (the “Board”) of the EDA has considered
proposed amendments to its Bylaws; and
WHEREAS, the Board has determined that it is reasonable, expedient and in the best
interest of the public and City to amend the Bylaws of the EDA; and
WHEREAS, Article 5 of the Bylaws provides for amendments to the Bylaws by majority
vote of the Board at any regular or special meeting of the Authority, provided that a copy of the
proposed amendment has been delivered to each Commissioner and each member of the City
Council of the City prior to the meeting at which such amendment is considered; and
WHEREAS, the amended Bylaws proposed by this Resolution were delivered to each
Commissioner and each member of the City Council of the City prior to the date hereof.
NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the
Economic Development Authority for the City of Elk River as follows:
1. The Authority’s Bylaws are amended in the form on file with the EDA.
2. The Board hereby approves the amended Bylaws.
3. The amended Bylaws are effective upon adoption of this Resolution.
Approved by the Board of Commissioners of the Economic Development Authority of the City of Elk
th
River this 18 day of March, 2019.
President
ATTEST:
Executive Director
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