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EDA Resolution 2014-024 (2)CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY WRIGHT COUNTY, MINNESOTA RESOLUTION NO. 2014-024 RESOLUTION APPROVING AMENDMENT OF BYLAWS WHEREAS, the Board of Commissioners of the City of Monticello Economic Development Authority (the "Authority ") 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 to amend the Bylaws of the Authority to authorize the payment of Authority funds by any method authorized by the Authority, including without limitation check, wire transfer, or credit card payments; and WHEREAS, Article VIII, Section 1 of the Bylaws provides for amendments to the Bylaws by majority vote of the Board at any regular or special meeting of the Authority. NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the City of Monticello Economic Development Authority as follows: Resolution. The Authority's Bylaws are amended in the form attached to this 2. The Board hereby approves the amended Bylaws. Approved by the Board of Commissioners of the City of Monticello Economic Development Authority this 12th day of March, 2014. President ATTEST: &6-1 (�044-,O� ExoWe Director /Secretary BYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY ARTICLE I - THE AUTHORITY Section 1. Name of Authority. The name of the Authority shall be the "City of Monticello Economic Development Authority." Section 2. Office of Authority. The office of the Authority shall be at the City Hall in the City of Monticello, State of Minnesota, but the Authority may hold its meetings at such other place or places as it may designate by resolution. Section 3. Seal of Authority. The seal of the Authority shall be in the form of a circle and shall bear the name of the Authority and the year of its organization. Section 4. Establishment. The City of Monticello Economic Development Authority is established pursuant to Minnesota Statutes, Section 469.090 to 469.108 1, as amended. ARTICLE II - THE COMMISSIONERS Section 1. Appointment, Terms, Vacancies, Pay, and Removal. Shall be in accordance with the Amended and Restated Resolution Enabling the Creation of the City of Monticello Economic Development Authority dated October 22, 2007 and as it may be amended (the "Enabling Resolution ") and Section 2 -3 -1 of Ordinance Amendment No. 172, Chapter 3, City of Monticello, Wright County, Minnesota (the "Ordinance "). ARTICLE III - THE OFFICERS Section 1. Officers. The Authority shall elect a president, a vice president, a treasurer, a secretary, and an assistant treasurer at the annual meeting. A commissioner must not serve as president and vice president at the same time. The other offices may be held by the same commissioner. The offices of secretary and assistant treasurer need not be held by a commissioner. Section 2. President. The President shall preside at all meetings of the Authority. Except as otherwise authorized by resolution of the Board of Commissioners, the President and the Executive Director (the Assistant Treasurer, in the Executive Director's absence or incapacity) shall sign all contracts, deeds, and other instruments made or executed by the Authority, except that all checks of the Authority shall be signed by the Treasurer and Assistant Treasurer. At each meeting the President shall submit such recommendations and information as he or she may consider proper concerning the business, affairs, and policies of the Authority. Section 3. Vice President. The Vice President shall perform the duties of the President in the absence or incapacity of the President, including signing all contracts, deeds, and other instruments executed by the Authority; and in the case of the resignation or death of the 325599v6 MNI MN 190-130 President, the Vice President shall perform such duties as are imposed on the President until such time as the Board shall select a new President. Section 4. Secretary. The Secretary shall keep minutes of all meetings of the Board and shall maintain all records of the Authority. The office of Secretary may be held by the Executive Director upon approval thereof by the Authority. Section 5. Treasurer's Duties. The treasurer: (1) shall receive and is responsible for Authority money; (2) is responsible for the acts of the assistant treasurer; (3) shall disburse Authority money by any Authority- approved method, including without limitation check, wire transfer, or credit card; (4) shall keep an account of the source of all receipts and the nature, purpose, and authority of all disbursements; (5) shall file the Authority's detailed financial statement with its secretary at least once a year at times set by the Authority; and (6) shall prepare and submit an annual report describing the Authority's activities and providing an accurate statement of its financial condition to the City of Monticello by no later than one month following the annual meeting of the Authority. Section 6. Assistant Treasurer. The assistant treasurer has the powers and duties of the treasurer if the treasurer is absent or incapacitated. Section 7. Public Money. Authority money is public money. ARTICLE IV - EXECUTIVE DIRECTOR The City Administrator shall be designated as Executive Director of the Authority. Section 1. Duties. The Executive Director shall have general supervision over the administration of the Authority's business and affairs subject to the direction of the Authority. The Executive Director in his or her own name and title shall keep the records of the Authority, shall act as recorder of the meetings of the Authority and record all votes, and shall keep record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. The Executive Director shall, with the President, sign all contracts, deeds, and other instruments executed by the Authority, and shall keep in sole custody the seal of the Authority and shall have power to affix such seal to all contracts and instruments authorized to be executed by the Authority. 2 325599v6 MNI NMI 90-130 Any person appointed to fill the office of Executive Director, or any vacancy herein, shall have such terms as the Authority fixes, but no commissioner of the Authority shall be eligible to serve as the Executive Director. ARTICLE V - MEETINGS Section 1. Regular Meetings. Regular meetings shall be held on the 2nd Wednesday of each month. Section 2. Annual Meeting. The annual meeting of the Authority shall be held in conjunction with the regular February meeting at the regular meeting place of the Authority. The August regular meeting shall include final fund balances reviewed at the Annual Meeting. Section 3. Special Meetings. Special meetings of the Authority may be called by the President, two members of the Authority, or the Executive Director for the purpose of transacting any business designated in the call. All commissioners of the Authority shall be notified. Section 4. ' Quorum. At any meeting of the Authority, the presence of four commissioners shall onstitute a quorum. If a quorum is not present at any meeting, those present shall have power to adjourn the meeting from time to time without notice other than announcement at such meeting until the requisite number of votes shall be present to constitute a quorum. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Any resolution, election, or other formal action of the Authority shall be adopted upon the affirmative vote of a majority of the Authority membership. Section 5. Rules of Procedure. Unless otherwise specified in the Enabling Resolution, the Ordinance, or in these bylaws, all meetings of the Authority shall be conducted in accordance with Roberts' Rules of Order revised. Section 6. Manner of Voting. The voting on all questions coming before the Authority shall be voice unless the President calls for a roll call vote. The yeas and nays shall be entered upon the minutes of such meetings. ARTICLE VI - EMPLOYEES; SERVICES; SUPPLIES Section 1. Employes. Subject to limits set by the appropriations or other funds made available, the Authority may employ such staff, technicians, and experts as may be deemed proper and may incur such other expenses as may be necessary and proper for the conduct of its affairs. Section 2. Contract for Services. The Authority may contract for services of consultants, agents, public accountants, and other persons needed to perform its duties and exercise its powers. Section 3. Legal Services. The Authority may use the services of the city attorney or hire a general counsel for its legal needs. The city attorney or general counsel, as determined by 3 325599v6 MNI MN190 -130 the Authority, is its chief legal advisor. Section 4. Supplies. The Authority may purchase the supplies and materials it needs to carry out its function pursuant to Minnesota Statutes, Sections 469.090 to 469.1081. Section 5. City Purchasing_. The Authority may use the facilities of its city's purchasing department in connection with construction work and to purchase equipment, supplies, or materials. Section 6. City Facilities, Services. The City may furnish offices, structures and space, and stenographic, clerical, engineering, or other assistance to the Authority. Section 7. Delegation Power. The Authority may delegate to one or more of its agents or employees powers or duties as it may deem proper. ARTICLE VII - POWERS Section 1. Functions, Powers, and Duties. Shall be in accordance with the Enabling Resolution and Section 2 -3 -4 of the Ordinance. Section 2. Limitations of Power. Shall be in accordance with the Enabling Resolution and Section 2 -3 -5 of the Ordinance. ARTICLE VIII - AMENDMENTS Section 1. Amendment to Bylaws. The bylaws of the Authority shall be amended by a majority vote of the Authority membership at a regular or special meeting. The amendments must be in written form. Section 2. Conflicts. In any instance where these bylaws are in conflict with the Enabling Resolution or Ordinance, the Enabling Resolution and Ordinance shall control. Section 3. Effective Date. These bylaws are effective upon their adoption by the Authority. Dated: 3 ,Z. , 2014. Signed: President (Seal) ,6�rr - &x&x e/ Execu ive Director 4 325599v6 MNI MN190 -130