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HRA Agenda Item - 2-03-2000 HOUSING & REDEVELOPMENT AUTHORITY Memorandum c.nyoF FRIDLEY Memo To: William W. Bums, Executive Director From: Barbara Dacy, Community Development Director Date: January 28, 2000 Subject: Resolution Authorizing Amendment to By Laws I know it is hard to believe, but the Authority's By-Laws need to be amended once again. The purpose of the change is in part to satisfy an issue that the County Title Examiner has with the title pertaining to the Medtronic property. In addition, the By-Laws have been updated to reflect an amendment which was made by the Authority in April, 1999. The first issue deals with the actual name of the Authority. The By-Laws state the "Fridley Housing and Redevelopment Authority". Deeds and other legal documents have typically been prepared as the "Fridley Housing and Redevelopment Authority, in and for the City of Fridley", consistent with State Statute. The examiner has noted that the memorials on the certificates for the Medtronic site show this name which is in conflict with the official wording of the Authority's By-Laws. Staff also found the enabling resolution from 1965 but it too states "Fridley Housing and Redevelopment Authority". It seems incredulous that this is an issue, but in order to meet the letter of the law, an amendment is necessary. The second issue pertains to the "Assistant Executive Director". In April of last year, the Authority passed a motion to authorize the Community Development Director as the "Assistant Executive Director" in order to enable signature of documents, especially in the absence of the Executive Director. In practice, the Executive Director is always the first priority for signature, and since April, Bill Bums has always been available. As you know, the Chairperson is also required to sign all documents on behalf of the Authority. Finally, the By-Laws are amended to delete reference to the "seal" of the Authority. RECOMMENDATION Staff recommends the Authority approve the attached Resolution authorizing amendments to the By-Laws. M-00-07 1 BY-LAWS OF THE FRIDLEY HOUSING AND REDEVELOPMENT AUTHORITY FRIDLEY, MINNESOTA ARTICLE I: THE AUTHORITY Section 1: Name of the Authority The name of the Authority shall be the Frd!oy Housing and Redevelopment Authority- in and for the City of Fridley, Minnesota. Section 2: Powers The Authority shall be a public body corporate and politic and shall have all the powers necessary or convenient to carry out the purpose of Minnesota Statutes 462.415 to 462.711. Section 3: Membership The Authority shall consist of five commissioners who shall be residents of the City of Fridley. Section 4: Appointment, Approval The Commissioners shall be appointed by the Mayor with approval by the City Council of Fridley, Minnesota. Section 5: Term The Commissioners shall be initially appointed for terms of one, two, three, four, and five years respectively. Thereafter, all Commissioners shall be appointed for five-year terms. Section 6: Vacancy Each vacancy in an unexpired term shall be filled in the same manner in which the original appointment was made. Section 7. Certificate of Appointment The Commissioners shall hold office until their successors have been appointed and qualified. A certificate of appointment of each Commissioner shall be filed with the City Clerk and a certified copy thereof with the State Housing Commission. Section 8. Compensation The Commissioners shall be entitled to receive necessary expenses, including traveling expenses, in the performance of their duties. The Commissioners may be compensated at a rate of up to $25.00 per meeting in an aggregate amount not to exceed $1,500.00 per year. ARTICLE II: OFFICERS Section 1: Officers The officers of the Authority shall be a Chairperson and a Vice- Chairperson/Secretary. Section 2. Chairperson The Chairperson shall preside at all meetings of the Authority at which he/she is present. Section 3. Vice-Chairperson/Secretary The Vice-Chairperson/Secretary shall perform the duties of the Chairperson in his/her absence or incapacity, and/or because of resignation or death of the Chairperson until a new Chairperson is elected. Section 4. Terms of Officers All officers of the Authority shall be elected annually by the Authority and shall serve for the term of one year or until their successors are elected and qualified. Section 5. Vacancies Should an office become vacant, the Authority shall elect a successor from its membership at a regular meeting, and such election shall be for the unexpired term of said office. ARTICLE III: STAFF SERVICES Section 1. Executive Director An Executive Director shall be appointed by the Authority, at such compensation, for such term and with such duties as the Authority shall determine by resolution. The Executive Director shall perform, or have performed, such activities as the Authority shall from time to time reasonably request, including the responsibility for the care and custody of all funds of the Authority and for the deposit thereof in the name of the Authority in such bank or banks as the Authority from time to time shall designate, for the keeping of regular books of accounts showing receipts and expenditures, for budget and budgeting activities, for keeping the records of the Authority, for the Looping of the cool of thQ-Authority, and to accept the service of process upon the Authority. Section 2. Assistant Executive Director An Assistant Executive Director shall be appointed by the Authority, at such compensation, for such term and with such duties as the Authority shall determine by resolution. In the absence or incapacity of the Executive Director, the Assistant Executive Director shall perform the duties of the Executive Director. Section 2.3. Additional Personnel The Authority may from time to time use such personnel and use the services of local public bodies as it deems necessary to exercise its powers, duties, and functions as prescribed by law. ARTICLE IV: EXECUTION OF INTRUMENTS Section 1: Execution of Instruments All deeds, contracts, promissory notes, warrants, and other instruments, including checks issued by the Authority, shall be executed by the Executive Director only after authorization of such transactions by the Authority by resolution or other approved action. ARTICLE V. MEETINGS Section 1. Regular Meetings Regular meetings of the Authority shall be set by the Authority annually and shall remain for that period of time unless changed by majority vote of the Authority at a regular scheduled meeting. Section 2. Special Meetings Special meetings of the Authority may be held at any time on at least a 24-hour written call of the Chairperson or any two members of the Authority. Notice shall be in writing and state the time, place, and purpose of the meeting. Upon unanimous consent of all members, any of the provisions of this section may be waived. Section 3. Annual Meeting An annual meeting will be held the first Thursday of June at 7:30 p.m. for the purpose of electing officers of the Authority. The date of the annual meeting may be postponed to a date on or before the first Thursday of July upon a majority vote of the Commissioners in office at any time at a regular meeting of the Authority. Section 4. Quorum The powers of the Authority shall be vested in the Commissioners thereof in office at any one time, a majority of whom shall constitute a quorum for all purposes, but lessor number may adjourn a meeting from time to time until a quorum is obtained. Section 5. Manner of Voting The Chairperson and all Commissioners in attendance at every meeting of the Authority shall be entitled to vote. All motions and resolutions shall require an affirmative vote of a majority of the members of the Authority. A roll call on any question coming before the Authority must be taken upon the demand of any one or more of the Commissioners. Section 6. Parliamentary Procedures Parliamentary procedures at meetings of the Authority shall be governed by the last edition of Robert's Rules of Order. ARTICLE VI: FISCAL YEAR Section 1. Fiscal Year The fiscal year of the Authority shall be from January 1 to December 31 of each year. Section 2. Annual Report The Executive Director shall prepare an annual report to the Authority of Authority activities on or before the last day of February for the proceeding fiscal year. Section 3. Budget The Executive Director shall prepare an annual budget for Authority approval prior to December 31 for the next fiscal year. This budget shall lay out anticipated revenue and expenditures of the Authority for the next fiscal year. ARTICLE VII: AMENDMENTS Section 1: Amendments The By-Laws of the Authority shall be amended only with the approval of at least a majority of the Commissioners in office at that time. Chairperson Vice-Chairperson Amended: Juno 3, 1004February , 2000 \\ ,'1\( p -1„ „ _ R\I!P\I{\_` ' imo,.. HRA RESOLUTION NO. A RESOLUTION AMENDING THE BY-LAWS OF THE AUTHORITY BE IT RESOLVED by the Board of Commissioners (the "Commissioners") of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Authority"), as follows: Section 1. Recitals. 1.01. It has been proposed that the Authority amend its by-laws (the "By-laws") to provide for the more efficient operation of the Authority. 1.02. Article VII, Section 1 of the By-laws provides that the By-laws shall be amended only with the approval of at least a majority of the Commissioners in office at that time. 1.03. The Authority hereby determines that it is necessary and in the best interests of the Authority amend the By-laws at this time to provide for the more efficient operation of the Authority. Section 2. Findings. 2.01. The Authority hereby finds that the proposed amendments to the By-laws will result in providing for the more efficient operation of the Authority. Section 3. Amendments to the By-laws. 3.01. Article I, Section 1 of the By-laws is hereby amended to read as follows: Name of the Authority. The name of the Authority shall be "Housing and Redevelopment Authority in and for the City of Fridley, Minnesota." 3.02. Article III, Section 1 of the By-laws is hereby amended by deleting the following: ", keeping of the seal of the Authority" 3.03. Article III, Section 2 of the By-laws is hereby renumbered as Article III, Section 3. Page 2 — Resolution No. 3.04. Article III, of the By-laws is hereby amended to insert the following at Section 2: Assistant Executive Director An Assistant Executive Director shall be appointed by the Authority, at such compensation, for such term and with such duties as the Authority shall determine by resolution. In the absence or incapacity of the Executive Director, the Assistant Executive Director shall perform the duties of the Executive Director. PASSED AND ADOPTED BY THE FRIDLEY HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF FRIDLEY, MINNESOTA THIS DAY OF FEBRUARY, 2000. LAWRENCE R. COMMERS - CHAIRPERSON ATTEST: WILLIAM W. BURNS - EXECUTIVE DIRECTOR CERTIFICATION I, William W. Burns, Executive Director of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, hereby certify that the foregoing is a true and correct copy of Resolution No. passed by the Authority on the day of February, 2000. WILLIAM W. BURNS - EXECUTIVE DIRECTOR G:\WPDATA\F\FRIDLEY\38\DOC\HRA RES AMENDING BYLAWS.DOC