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HomeMy WebLinkAbout6.a. Amendment to Bylaws F ROSEI�IOLINT EXECUTIVE SUMMARY PORT AUTHORITY Port Authority Meeting Date: April 15, 2014 AGENDA ITEM: Amendment to Bylaws AGENDA SECTION: Old Business PREPARED BY: Kim Lindquist, Deputy Director AGENDA NO. ATTACHMENTS: Port Authority Bylaws APPROVED BY: RECOMMENDED ACTION: Motion to Approve the Revised Bylaws ISSUE On April 1, 2014 the Port Authority discussed two changes to the bylaws.The modifications clarified that the Port Authority can amend their regular meeting schedule by motion and changing the annual meeting from February to April. At the meeting the group discussed various aspects of the bylaws but did agree on the two recommended changes. Per the bylaws an amendment must be approved by the majority of the Port Authority members after receiving written notice of the amendment at least two weeks before the vote. Since the modifications were discussed two weeks ago, the Port Authority can vote on the modifications at tonight's meeting. The following illustrates the two recommended changes: Section 2. Time of Meetings. A. Regular Meetings. Regular meetings shall be held twice each month at the time and date specified by the Port Authority. By motion, the Port Authority may add or cancel meetings from their meeting schedule. B. Special Meetings. A special meeting may be called by the Chairperson,the Executive Director, or by any three (3) Commissioners by written request filed with the Executive Director who shall mail or personally deliver to all members notice of the time and place of such meeting at least twenty-four (24)hours in advance of the scheduled meeting time. Special meeting notices must be posted and shall state time, place and purpose of the meeting and no other business shall be considered. C. Executive Session. Any business,properly before the Port Authority,which qualifies as attorney client or otherwise meets the legal standards for closed (Executive) session meetings, shall, following procedures established for convening such meetings, be in order. Only that business,for which the session was convened shall be in order. D. Annual Meeting. The Annual Meeting shall be the first meeting in Febfuaff April and held with the regular meeting at the time and date specified by the Port Authority. RECOMMENDATION: Motion to approve the revised bylaws. 2 BYLAWS OF ROSEMOUNT PORT AUTHORITY A DEVELOPMENT AGENCY Article I. Established There is hereby created by the City Council of the City of Rosemount, in accordance with Minnesota Statutes, 469.0813 and City of Rosemount Enabling Resolution No. 1991-53, the Rosemount Port Authority, a Development Agency. Article II. Purpose The purpose of the Port Authority, a Development Agency, is to carry out economic development and redevelopment within the City by acting as the development authority for the City on behalf of the City's interest in continued new job development and increased tax base. Article III. Port Authority Members The Port Authority Commission shall consist of seven (7) members appointed in accordance with the provisions of Enabling Resolution 1991-53, Section 6. Article IV. Seal of Port Authority The seal of the Port Authority shall be in the form of a circle and shall bear the name of the Port Authority, the year established and contain the logo of the City of Rosemount. Article V. Officers Section 1. Chairperson. The Chairperson shall preside at all meetings and shall have the duties and powers usually attendant upon such officer. The Chairperson shall be elected by the Commission members at the annual meeting. Section 2. Vice Chairperson. The Vice Chairperson shall, in the absence or disability of the Chairperson, exercise all the powers and perform the duties of the Chairperson. The Vice Chairperson shall be elected by the Commission members at the annual meeting. Section 3. Executive Secretary. The City Clerk shall act as Executive Secretary to the Port Authority and shall keep a record of all proceedings of Commission meetings. The Secretary shall also give notice of all meetings of the Commission and shall perform such other duties as prescribed by the Commission. Section 4. Treasurer. The Treasurer shall receive and be responsible for all monies from whatever source derived and the same shall be deemed public funds. Monies shall be disbursed only on checks signed by the Executive Director or the City Finance Director. The Port Authority Treasurer, when the Chairperson and Vice Chairperson are absent, shall be responsible for chairing the meeting. The City Finance Director will serve as the Port Authority Assistant Treasurer and be responsible for accounting, investment, fund maintenance and disbursement consistent with the city procedures under the direction and control of the Commissioners. Other accounting procedures shall be in accordance with Minn. Stat. 469.049, et seq. and Enabling Resolution No. 1991-53. Article VI. Administrative Structure Section 1. Executive Director. The Port Authority shall employ an Executive Director who shall have general supervision over the administration of its business and affairs, subject to the direction of the Port Authority. He/she shall be charged with the management of the development projects of the Port Authority. This person will be the City Administrator of the City of Rosemount. Section 2. Assistant Director. The Port Authority may employ an Assistant Director who shall assist the Executive Director in the administration of its business and affairs of the Port Authority. The Assistant Director shall have the responsibility to coordinate meetings with public and private developers, pursuant to development/redevelopment projects and general business of the Port Authority. The Assistant Director shall also be responsible for reviewing and updating the Redevelopment Plan and written reviews of all development proposals which come before the Port Authority. Said reviews and other memorandums shall be directed to the Port Authority through an Executive Director. The Assistant Director shall sit at regular or special meetings of the Port Authority in absence of the Executive Director, and shall attend other meetings as requested by the Port Authority or Executive Director. Section 3. Additional Personnel. The Port Authority may from time to tome employ such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by law. Article VII. Meetings of the Port Authority Section 1. Meeting Place. The meetings shall be at such a place in Rosemount, Minnesota, as the Commissioners shall from time to time designate. All meetings, except otherwise authorized or provided by law, shall be open to the public. The Chairperson may change the meeting place by giving five (5) days written notice to Commission members. Section 2. Time of Meetings. A. Regular Meetings. Regular meetings shall be held twice each month at the time and date specified by the Port Authority. By motion, the Port Authority may add or cancel meetings from their meeting schedule. B. Special Meetings. A special meeting may be called by the Chairperson,the Executive Director, or by any three (3) Commissioners by written request filed with the Executive Director who shall mail or personally deliver to all members notice of the time and place of such meeting at least twenty- four(24) hours in advance of the scheduled meeting time. Special meeting notices must be posted and shall state time, place and purpose of the meeting and no other business shall be considered. C. Executive Session. Any business, properly before the Port Authority, which qualifies as attorney client or otherwise meets the legal standards for closed (Executive) session meetings, shall, following procedures established for convening such meetings, be in order. Only that business, for which the session was convened shall be in order. D. Annual Meeting. The Annual Meeting shall be the first meeting in April and held with the regular meeting at the time and date specified by the Port Authority. Section 3. Quorum. A majority of the commissioners is required to constitute a quorum. When a quorum is in attendance at a meeting, action may be taken upon a vote of a majority in attendance. No voting shall be done by proxy. Section 4. Governance of Meetings. The meetings of the Port Authority shall be governed by Robert's Rules of Order, provided that said rules shall be construed liberally to afford the Port Authority flexibility in the conduct of its meetings. The Chairperson will at his/her prerogative control discussion among board members and regulate public comment to facilitate adequate discussion, consideration, and decision making. Section 5. Conflict of Interest. Personal viewpoints are not to be represented to outside organizations or individuals as being those of the authority, city, or city operating departments. Special or personal interests, which may not represent the betterment of the community must remain separate from the commissioners' obligations and actions. Conflicts of interest shall be avoided by all commissioners at all times. City Policy AD-1, Committee Selection Policy, shall apply to all actions of the authority's members. Article VIII. Manner of Voting The voting on all questions coming before the Port Authority shall be by roll call, and the yea and nay votes shall be entered upon the minutes of such meeting. Article IX. Order of Business 1. Call to Order 2. Consent A. Approval of Minutes B. Bills and Communications C. Other Items Not Requiring Discussion 3. Old Business 4. New Business 5. Chairperson's Report 6. Executive Director's Report 7. Adjournment Article X. Committees The Chairperson shall appoint such advisory committees and subcommittees as he/she determines are necessary and select its members. No committee shall consist of more than five (5)members. Committee and subcommittee members shall consist of commissioners and/or other person selected by the Chairperson. The Chairperson shall define the purpose of the committee and subcommittee and the expected length of time necessary to complete a report. At any time these members may be replaced or removed as deemed necessary by the Chairperson. Article XI. Annual Budget and Annual Report The Rosemount Port Authority, a Development Agency, shall develop an annual budget consistent with the requirements of Enabling Resolution No. 1991-53 Rosemount City Code and Minnesota Statutes, Chapter 469, et seq. An Annual Report shall be presented by the Port Authority to the City Council each year during the month of April reviewing Port Authority plans,projects and expenditures of the previous year. All other reports shall be kept and distributed in accordance with various statutes and Enabling Resolution No. 1991-53. Article XII. Powers The Port Authority may exercise all of the powers contained in the Minnesota Statutes, Chapter 469, as modified by Section 469.0813, and according to Enabling Resolution No. 1991-53. Article XIII. Amendments to Bylaws The Bylaws may be amended by a vote of a majority of the Commissioners only when the proposed amendment has been submitted in writing to all Commissioners two weeks prior to the meeting at which the amendment to be considered. Article XIV. Approval of Bylaws These Bylaws and any amendments to them shall be subject to the approval of the Rosemount City Council. Adopted: April 15, 2014, at a regular meeting of the Rosemount Port Authority, a Development Agency. Chairperson ATTEST: Executive Director