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Home My WebLink About5.e. Redraft of Port Authority Bylaws (from table of April 6)CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION PORT AUTHORITY COMMISSION MEETING DATE: APRIL 20, 1993 AGENDA ITEM: REDRAFT OF. PORT AUTHORITY BYLAWS AGENDA SECTION: WORK SESSION PREPARED BY: JOHN MILLER, ECONOMIC DEVELOPMENT COORDINATOR AGENDAtYf ATTACHMENTS: SUGGESTED REDRAFT OF BYLAWS, CORRESPONDENCE FROM COMMISSIONER EDWARDS, APPROVED BY: MEMO FROM MIKEMILES y At the Port Authority's April 6 meeting, the commissioners tabled to the work session discussion of bylaw revisions. The material developed to date is attached for your review. RECOMMENDED ACTION: Motion to recommend to the City Council revised bylaws found in the Executive Summary for Action of April 6, 1993. PORT AUTHORITY ACTION: CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION PORT AUTHORITY COMMISSION MEETING DATE: APRIL 6, 1993 AGENDA ITEM: AMENDMENT OF BYLAWS AGENDA SECTION: OLD BUSINESS PREPARED BY: JOHN MILLER, AGENDA ECONOMIC DEVELOPMENT COORDINATOR ITEM # ATTACE24ENTS: REDRAFT OF PORT AUTHORITY APPP D Y: BYLAWS IV Recently Commissioner Edwards submitted draft standing rules for consideration by the members of the Port Authority. At the direction of the commissioners, Chairperson Dunn, Mr. Jilk, and I reviewed the draft. Attached for your review and consideration is a redraft of the bylaws that govern the actions of the board. Included in the redraft are additions shown in italics and deletions shown with a dashed line. A synopsis of major changes based on Commissioner Edwards' work includes: 1. The Chairperson is given direct authority to control board discussion and public comment. 2. Conflicts of interest are defined and prohibited. 3. Minutes, Bills and Communications, and other items not requiring discussions are directed to the consent agenda. 4. Use of executive sessions is regulated. In the review of the standing rules more changes in the bylaws were not recommended in an effort to keep the process as simple as possible even at the cost of organization. Simplicity and flexibility were seen as strong points for the Port Authority. For the bylaws to be amended the City Council must hold a public hearing and approve the changes by resolution. If the board feels the bylaws need to be amended a recommendation to do so should be made to the council. RECOMMENDED ACTION: Motion to recommend to the City Council approval of the amended bylaws for the Rosemount Port Authority. PORT AUTHORITY ACTION: 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 IL 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 the Enabling Resolution No. 1991-53, Section 6. Article IV. Seal of Port Authoritv 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 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 the 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 the Executive Director. The Assistant Director shall sit at regular or special meetings of the Port Authority in the 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 time employ such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by law. E 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 as 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. 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 February 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. b obtained. 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. 3 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 S. 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 I . Call to Order _. a., _ Nlintites 3. Bills and GeRITIMAIM-CM-3 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 persons 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. 4 Article M. Annual Budget and Annual Report The Rosemount Port Authority, a Development Agency, shall have -develop an annual budget consistent with the requirements of Enabling Resolution No. 1991-53 City Eha 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 Bvlaws The Bylaws may be_amended-by a vote of a majonty of the. Commissioners only when the proposed amendment has been submitted in writing to all the Commissioners two �. eeks prior toahe 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: 1992 at a regular meeting of the Rosemount Port Authority, a Development Agency. ATTEST: Executive Director 5 Chairperson Approved by the Rosemount City Council on , 1992 at a regular City Council meeting. Mayor City Clerk 1.1 ROSEMOUNT PORT AUTHORITY STANDING RULES The following standing rules are being proposed, in no particular order, as a guide for the development of a series of standing rules for the Port Authority. I believe these rules and others you may chose to adopt, will give us a solid foundation from which to conduct our business. I. MEETINGS The Port Authority shall conduct its business, using the meetings format outlined by Roberts Rules of Order, newly revised. Additionally, except where otherwise provided for, the only meetings of the Port Authority which shall be in order are: * Regular Session * Executive Session * Committee of The Whole * Special Session A. Regular Session The Port Authority will meet in Regular Session, the first Tuesday of every month. 1. Regular session meetings will convene at 5:30 P.M., in the Council Chambers, Rosemount City Hall, Rosemount, Minnesota. 2. Regular Session Meetings will adjourn at 7:30 P.M.. B. 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. Rosemount Port Authority Standing Rules C. Committee of the Whole The Port Authority will meet, as the Committee of the Whole, the third Tuesday of every month. 1. Committee of the Whole meetings shall be considered working sessions. 2. Meetings will convene at 5:30 P.M., at a location designated by the Chair. D. Special Session Upon due call of the Chair, or upon the request of a simple majority of its members, the Port Authority shall meet and a special session shall be convened. 1. Special Session meetings shall be limited to the business stated in the call. 2. Action taken in Special Session must be ratified by 3/4 majority (5) of the Port Authority, at the next regular session of the Authority. II. CONDUCTING BUSINESS A. Agenda Items. 1. Regular Sessions. The Port Authority Agenda, for regular session meetings, will consist of the following: a, Consent Agenda b. Old business - Specific Action items c. Committee of the Whole reports - Rosemount Port Authority Standing Rules recommendations action items. d. Consultant/Staff reports. e. New Business - Information only. f. Chairs report. g. Executive Directors report. h. Members Issues. i. Community/Audience recognition. j. Adjournment. ordinary business of the Port Authority will appear on the consent agenda. A member, upon approval of the body, may add, no more than, two items to the printed agenda. Except, as provided for in Roberts Rules of Order. Additionally, no item may be added, to the printed agenda, as an action item. Any item, properly before the body, at a regular session meeting, as an information item shall remain a -s --such,. -- Once heard, the only motion in order, shall be a motion to refer to the committee of the whole. 2. Public Testimony Public testimony, shall not be in order, except as provided for herein. a Information requested to clarify a specific point concerning a motion properly before the body. b. Presentation to the body regarding a specific, information only, agenda item. c. Upon specific agenda allocations of time for community/citizen input. Said speakers will be limited to three minutes each. 3. Committee of the Whole. Rosemount Port Authority Standing Rules The agenda of the committee of the whole may be broad/expansive. Since these are working sessions, public` testimony/input may be heard. The only motions in order are to amend and adopt, and that the committee rise and report. The only way to close or limit debate in meetings of the committee of the whole is for the body to vote that debate shall cease at a certain time, or that after a certain time no debate shall be allowed,excepting new amendments, and then only one speaker for and one opposed to the amendment may speak, for not more than five minutes each. B. Motions -_ The following are motions _which shall at _ all time be considered improper: a. Motions that conflict with the constitution and by-laws of the Authority. b. Motions that conflict with business already adopted. C. Motions that reflect on the motives of members. d. Motions not in accord with the object and policies of the body. e. Motions that conflict with the laws of the federal, state, or local government. And; Motions that protect absentees cannot be suspended by unanimous vote. And; proxy voting is not in order in ordinary circumstances. And; no member can vote unless present unless the by-laws are amended to provide voting by mail. Rosemount Port Authority Standing Rules Further, Questions that are introduced that are not in accord with the aims and objectives of the Port Authority, or that are controversial or irrelevant, shall be ruled out of order by the Chair. An "appeal" may be made from this ruling. III. AUTHORITY TO ACT No member, except as otherwise provided, shall act on behalf of, or purport to represent the Authority. However, the Chair shall, in accordance with Roberts Rules, have the authority to appoint Select Committees, as needed. - A Select Committee, once appointed shall: Have no less than three (3) active Port Authority members in its service. Conform its meetings to the rules governing meetings of the committee of the whole. Limit its activities to only those items referred to it. Additionally, Select Committees, at the time of their creation, will be given a time certain for completion of their work. Upon that time the committee will be dissolved. However, upon a 3/4 majority of the Authority, meeting in regular session, the Select committees appointment may be extended one time. Any member, whether intentionally or inadvertently, who conducts, transacts or otherwise engages in any business currently Rosemount Port Authority Standing Rules before, or reasonably expected to come before the Port Authority shall, following such occasion and prior to the next regular session of the Port Authority, notify the Chair and the Executive director in writing. The notification should include the time, date, location and substance of such occasion. Failure to comply will be grounds for sanction. NOTE: Nothing in this section is intended to preclude normal extemporaneous social contacts. I move the presentation of these Standing Rules at our regular session meeting, 3-2-93, as the first reading, in anticipation of formal adoption. Absent substantial changes, I would move formal adoption of these rules at our next meeting, 3-16-93. If you have any questions or suggestions, please contact--me-at your e12 2� _' �f s./� C,4 as I .�uQWt.,Lt M E M O R A N D U M TO: Chairman Ed Dunn and Members of the Rosemount Port Authority 7 FROM: Mike Mi les l k -t DATE: April 6, 1993 RE: Consideration of Standing Rules This memo is in response to the direction given to me at the March 16, 1993 meeting of the Rosemount Port Authority regarding the standing rules proposed for consideration by the Authority. In order to progress consideration of the standing rules, I have enclosed three attachments for your review and comment: First, I have prepared a revised draft of the proposed standing rules, including various possible changes to the original draft that either others have recommended or that I would suggest you consider. Please note that language in the original draft which is proposed to be deleted is noted by a dotted line through it, and text which is being added to that contained in the original draft is denoted by underlining. 0 Second, I have included an explanation of the deletions and additions for your information as you consider the standing rules and proposed changes. • Third, I have suggested an amendment -to the existing Bylaws of the Port Authority, which would pave the way for adoption of the standing rules and remove from the existing Bylaws any provisions which would appear in the standing rules. Please note that, pursuant to Article XIII of the Port Authority's current Bylaws, you may not act upon a Bylaws change any earlier than two weeks after the Port Authority members have been given a copy of the proposed Bylaws amendment. Therefore, even if you agree upon the adoption of the standing rules at a given meeting, you would have to wait until the succeeding meeting to officially amend the Bylaws. Please contact me if you have any questions regarding this memo or its attachments. JMM:gmo enc. cc: Steve Jilk John Miller ROSEMOUNT PORT AUTHORITY STANDING RULES I. MEETINGS The Port Authority shall conduct its business, using the meetings format outlined by Roberts Rules of Order, newly revised. Additionally, except where otherwise provided for, the only meetings of the Port Authority which shall be in order are: * Regular Session * Executive Session * Committee of the Whole * Special Session * Annual Meeting A. Regular Session The Port Authority will meet in Regular Session, the first Tuesday of every month. 1. Regular Session meetings will convene at 5:30 p.m., in the Council Chambers, Rosemount City Hall, Rosemount, Minnesota, or such other location in the City of Rosemount the Port Authority shall designate. 2. Regular Session Meetings will adjourn at 7:30 p.m. B. Executive Session Any business, properly before the Port Authority, which 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. C. Committee of the Whole The Port Authority will meet, as the Committee of the Whole, the third Tuesday of every month. 1. Committee of the Whole meetings shall be considered working sessions of the Port Authority. 2. Meetings will convene at 5:30 p.m., at a location designated by the Chair. D. Special Session Upon due call of the Chair, or upon the request of a simple majority of its members, the Port Authority shall meet and a Special Session shall be convened. 1. Special Session meetings shall be limited to the business stated in the call. 2. Action taken in Special Session must be ratified by 444 majority +-S+ of the Port Authority, at the next Regular Session of the Authority. E. Annual Meeting The Annual Meeting shall be conducted at the same time and place as the first Regular Session in February of each year. II. CONDUCTING BUSINESS A. Agenda Items. 1. Regular Sessions. The Port Authority Agenda, for Regular Session meetings, will consist of the following; a. Consent Agenda. b. Old Business - Special Action Items. - c Committee of the Whole Reports Recommendations- Action Items. d. New Business - Action Items. e. New Business - Information Only. f Reports. Consultant/Staff Reports. Chair's Report. 3J Executive Director's report. g_ Members Issues. 2 h. Community/Audience Recognition. _ i. Adjournment. Ordinary business of the Port Authority will appear on the consent agenda. A member, upon approval of the body, may add no more than two items to the printed agenda. in ngb ts Roles of Additionally, no item may be added to the printed agenda, as an action item without -a 3/4 affirmative vote of the Port Authority. Any item properly before the body at a Regular Session meeting as an information item shall remain as such. Once heard, the only motion in order, shall be a motion to refer to the Committee of the Whole. 2. Public Testimony Public testimony, shall not be in order except as provided for herein. a. Information requested to clarify a specific point concerning a motion properly before the body. b. Presentation to the body regarding a specific information -only agenda item. C. Upon specific agenda allocations of time -_for..._-._ community/citizen input. Said speakers will be limited to -t#� five minutes each 3. Committee of the Whole The agenda of the Committee of the Whole may be broad/expansive. Since these are working sessions, public testimony/input may be heard. The only motions in order are to amend and adopt, and that the committee rise and report. The only way to close or limit debate in meetings of the Committee of the Whole is for the body to vote that debate shall cease at a certain time, or that after a certain time no debate shall be allowed, excepting new amendments, and then only one speaker for and one opposed to the amendment may speak for not more than five minutes each. K B. Motions The following are motions which shall at all times be considered improper: 1. Motions that conflict with the Constitution and Bylaws of the Authority. 2. Motions that conflict with business already adopted at the same meeting. 3. Motions that reflect on the motives of members. 4. Motions not in accord with the object and policies of the body. . 5. Motions that conflict with the laws of the federal, state or local government. 6. Motions that protect absentees cannot be suspended by unanimous vote. �A-ne- fAeffibeE eafi vete- -the Bylaws ar afn e ed by mai, Further, questions that are introduced that are not in accord with the aims and objectives of the Port Authority, or that are controversial or irrelevant, shall be ruled out of order by the Chair. An "appeal" may be made from this ruling. C. Ouorum A "ma'orit of the __Commissioners shall constitute a ---- quorum. A lesser number may adjourna meeting until a Quorum is obtained When a quorum is in attendance at a meeting, action may be taken upon a vote of a maiority in attendance. No voting shall be done by proxy or otherwise by a commissioner who is not present. D. Manner of Voting The voting on all questions coming before the Port Authority which require a vote shall be by roll call, and the yes and no votes shall be entered upon the minutes of the meeting at which the vote is taken. 4 III. AUTHORITY TO ACT _ No member, except as otherwise provided, shall act on behalf of, or purport to represent the Authority. However, the Chair shall, in accordance with Roberts Rules, have the authority to appoint Select Committees, as needed. A Select Committee, once appointed shall: A. Have no less than three ( 3 ) active Port Authority members in its service. B. Conform its meetings to the rules governing meetings of the Committee of the Whole. C. Limit its activities to only those items referred to it. Additionally, Select Committees, at the time of their creation, will be given a time certain for completion of their work. Upon that time the committee will be dissolved. However, upon a 3/4 majority of the Authority meeting in Regular Session, the Select Committees appointment may be extended one time Any member, whether intentionally or inadvertently, who conducts, transacts or otherwise engages in any business currently, before or reasonably expected to come before the Port Authority shall, following such occasion and prior to the next regular session of the Port Authority, notify the Chair and the Executive Director in writing. The notification should include the time, date, location and substance of such occasion. -Failure to comply will be grounds._ for sanction. NOTE: Nothing in this section is intended to preclude normal extemporaneous social contacts_. 0 EXPLANATION OF STANDING RULE CHANGES The following are a series of explanatory comments regarding changes which I have put together for your consideration with respect to the proposed Standing Rules. Please note that I have only addressed substantive changes in this memo, and have not commented on changes which do not significantly change the proposed rules. 1. Inclusion of Annual Meeting (I. Meetings, Page 1) In an effort to put all procedural matters in the Standing Rules, I have moved the Annual Meeting from the Bylaws to the first section of the Standing Rules. 2. Location of Port Authority Meetings (I.A.1, Page 1) In response to a comment at the last Port Authority meeting requiring all meetings of the Authority to be held in the City Council chambers, I have added language which would allow you to select other meeting locations within the City of Rosemount. 3. Clarification of Executive Session Authorization (I.B., Page 1) The language referring to attorney client meetings has been struck, since many attorney client situations not involving litigation do not qualify for a closed or executive session. As modified, the language simply requires that if you have the appropriate legal basis for a Closed -Meeting/ you may hold one. 4. Ratification of Special Session Action (I.D.2., Page 2) A concern was raised at the last Port Authority meeting that requiring Special Actions to be ratified by a 3/4 majority of the Port Authority was too high a standard. I have simply made provision that a majority of the Port Authority members may ratify Special Session Action. 5. Provision for Annual Meeting (I.E., Page 2) The proposed Standing Rules did not contain a reference to the required annual meeting. I have simply moved the language from the Bylaws to the Standing Rules. 6. Agenda Items (II.A.l., Pages 2 and 3) There are two forms of proposed changes in this portion of the Standing Rules. First, a new category under II.A.l.d, entitled New Business Action Items, has been added to authorize the Port Authority to take action on certain new business items. The other changes are essentially organizational suggestions regarding what happens chronologically at a regular session of the Port Authority. 7. Adding Items to the Printed Agenda (Second Paragraph After II.A.l.i., Page 3) The reference to Robert's Rules of Order has been removed, since this provision is already very straight forward and finitive. I have also added for your consideration, a suggestion that adding action items can be done only with a 3/4 affirmative vote of the Port Authority. This would give the Port Authority some latitude if it needed to quickly deal with a new item, but provides that the bulk of the Port Authority members must be in agreement as to its urgency. 8. Presentations by the Public (II.A.2.c., Page 3) Inresponseto a comment that allowing members of the public only three minutes each may be too restrictive, I --extended the time to- five --minutes 9. Conflicting Motions (II.B.2., Page 4) This change simply clarifies the fact that the Pert Authority would not want motions conflicting w th business already adopted at that meeting of ;.he Authority. 10.- Proxy/Mail voting ( I -I . B . 6 -and -I I-. C . , Page - 4)_ References to proxy and mail voting are removed from :he --- Motion section and placed in the new Quorum section, which has been added from the Bylaws to the Standing Rules. 11. Inclusion of Manner of voting (II.D., Page 4) This procedural matter has been moved from the Bylaws to the Standing Rules. 2 A11 of the foregoing are simply suggestions for your policy determinations at the next or subsequent Port Authority meetings. If you have any questions, please contact me and I will be happy to discuss them with you. Sincerely, FLUEGEL MOYNIHAN & MILES, P.A. J. Michael Miles JMM:gmo Cityrose\RuleChan.Mem R E S 0 L U T I O N BE IT RESOLVED, by the members of the Rosemount Port Authority as follows: 1. The Bylaws of the Rosemount Port Authority are amended by striking Articles VII, VIII and IX. 2. The Bylaws are further amended by inserting a new Article VII, to read as follows: Article VII. Port Authority Meeting Procedures. Section 1. Adoption of Standing Rules. The meetings and procedures thereunder of the Port Authority shall be governed by a set of Standing Rules -which -shall-- be adopted by a majority of the commissioners. At a minimum, the Standing Rules shall address: the types of Port Authority meetings, time and location of such meetings, order of business to be- discussed,_ governance of the meetings and voting requirements. The Standing Rules may contain such other procedures and requirements as the commissioners from time to time determine. Section 2. Suspension/Amendment of Standing Rules. The Standing Rules adopted by the commissioners may be suspended at any time by a majority vote of the commissioners. The Standing Rules may be amended at any time by a majority vote of the commissioners, provided that the Standing Rule amendments may not be considered at the same meeting of the Port Authority at which they are initially raised. Section 3. The Port Authority Bylaws are further amended by renumbering existing Articles X, XI, XII, XIII and XIV, as Articles VIII, IX, X, XI and XII, respectively. ADOPTED: 1993, at a regular meeting of the Rosemount Port Authority. Chairperson ATTEST: Executive Director APPROVED by the Rosemount City Council on 1993, at a regular City Council meeting. City Clerk 2 Mayor CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION PORT AUTHORITY COMMISSION MEETING DATE: APRIL 20, 1993 AGENDA ITEM: REDRAFT OF. PORT AUTHORITY BYLAWS AGENDA SECTION: WORK SESSION PREPARED BY: JOHN MILLER, AGENDAMizo— ECONOMIC DEVELOPMENT COORDINATOR „ ATTACHMENTS: SUGGESTED REDRAFT OF BYLAWS, APPROVED BY: CORRESPONDENCE FROM COMMISSIONER EDWARDS, MEMO FROM MIKE MILES At the Port Authority's April 6 meeting, the commissioners tabled to the work session discussion of bylaw revisions. The material developed to date is attached for your review. RECOMMENDED ACTION: Motion to recommend to the City Council revised bylaws found in the Executive Summary for Action of April 6, 1993. PORT AUTHORITY ACTION: CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION PORT AUTHORITY COMMISSION MEETING DATE: APRIL 6, 1993 AGENDA ITEM: AMENDMENT OF BYLAWS AGENDA SECTION: OLD BUSINESS PREPARED BY: JOHN MILLER, AGENDA ECONOMIC DEVELOPMENT COORDINATOR ftem # ATTACHMENTS: REDRAFT OF PORT AUTHORITY APP D Y: BYLAWS aa v Recently Commissioner Edwards submitted draft standing rules for consideration by the members of the Port Authority. At the direction of the commissioners, Chairperson Dunn, Mr. Jilk, and I reviewed the draft. Attached for your review and consideration is a redraft of the bylaws that govern the actions of the board. Included in the redraft are additions shown in italics and deletions shown with a dashed line. A synopsis of major changes based on Commissioner Edwards' work includes: 1. The Chairperson is given direct authority to control board discussion and public comment 2. Conflicts of interest are defined and prohibited. 3. Minutes, Bills and Communications, and other items not requiring discussions are directed to the consent agenda. 4. Use of executive sessions is regulated. In the review of the standing rules more changes in the bylawswerenot recommended in an effort to keep the process as simple as possible even at the cost of organization. Simplicity and flexibility were seen as strong points for the Port Authority. For the bylaws to be amended the City Council must hold a public hearing and approve the changes by resolution. If the board feels the bylaws need to be amended a recommendation to do so should be made to the council. RECOMMENDED ACTION: Motion to recommend to the City Council approval of the amended bylaws for the Rosemount Port Authority. PORT AUTHORITY ACTION: 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 H. RMose 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 the Enabling Resolution No. 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 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 the 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 the Executive Director. The Assistant Director shall sit at regular or special meetings of the Port Authority in the 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 time employ such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by law. N 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 as 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. 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 February 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. A lessef numbef may adjoufn a meeting obtained.until a quorum is 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. 3 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. Con, f ild 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 I Call to Order :t- Appr-&Val Of MiflUteS 3. -Bills and GemrAttnieatiens 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 persons 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. 4 Article M.Annual Budget and Annual Report The Rosemount Port Authority, a Development Agency, shall haeme -develop an annual budget consistent with the requirements of Enabling Resolution No. 1991-53 City Ghwter-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 amende&by a vote of a majority of the Commissioners only j when the proposed amendment has been submitted in writing to all the Commissioners two vpeeks prior to the meeting at which the amendment to be ' A 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: 1992 at a regular meeting of the Rosemount Port Authority, a Development Agency. ATTEST: Executive Director 5 Chairperson Approved by the Rosemount City Council on 1992 at a regular City Council meeting. Mayor City Clerk 2 ROSEMOUNT PORT AUTHORITY STANDING RULES The following standing rules are being proposed, in no particular order, as a guide for the development of a series of standing rules for the Port Authority. I believe these rules and others you may chose to adopt, will give us a solid foundation from which to conduct our business. I. MEETINGS The Port Authority shall conduct its business, using the meetings format outlined by Roberts Rules of Order, newly revised. Additionally, except where otherwise provided for, the only meetings of the Port Authority which shall be in order are: * Regular Session * Executive Session * Committee of The Whole * Special Session A. Regular Session The Port Authority will meet in Regular Session, the first Tuesday of every month. 1. Regular session meetings will convene at 5:30 P.M., in the Council Chambers, Rosemount City Hall, Rosemount, Minnesota. 2. Regular Session Meetings will adjourn at 7:30 P.M.. B. 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. Rosemount Port Authority Standing Rules C. Committee of the Whole The Port Authority will meet, as the Committee of the Whole, the third Tuesday of every month. 1. Committee of the Whole meetings shall be considered working sessions. 2. Meetings will convene at 5:30 P.M., at a location designated by the Chair. D. Special Session Upon due call of the Chair, or upon the request of a simple majority of its members, the Port Authority shall meet and a special session shall be convened. 1. Special Session meetings shall be limited to the business stated in the call. 2. Action taken in Special Session must be ratified by 3/4 majority (5) of the Port Authority, at the next regular session of the Authority. II. CONDUCTING BUSINESS A. Agenda Items. 1. Regular Sessions. The Port Authority Agenda, for regular session meetings, will consist of the following: a. Consent Agenda b. Old business - Specific Action items c. Committee of the Whole reports - Rosemount Port Authority Standing Rules recommendations —action items. d. Consultant/Staff reports. e. New Business - Information only. f. Chairs report. g. Executive Directors report. h. Members Issues. i. Community/Audience recognition. j. Adjournment. Ordinary business of the Port Authority will appear on the consent agenda. A member, upon approval of the body, may add, no more than, two items to the printed agenda. Except, as provided for in Roberts Rules of Order. Additionally, no item may be added, to the printed agenda, as an action item. Any item, properly before the body, at a regular session meeting, as an information item shall remain as such. Once heard, the only motion in order, shall be a motion to refer to the committee of the whole. 2. Public Testimony Public testimony, shall not be in order, except as provided for herein. a. Information requested to clarify a specific point concerning a motion properly before the body. b. Presentation to the body regarding a specific, information only, agenda item. c. Upon specific agenda allocations of time for community/citizen input. Said speakers will be limited to three minutes each. 3. Committee of the Whole. Rosemount Port Authority Standing Rules B. Motions The agenda of the committee of the whole may be broad/expansive. Since these are working sessions, public testimony/input may be heard. The only motions in order are to amend and adopt, and that the committee rise and report. The only way to close or limit debate in meetings of the committee of the whole is for the body to vote that debate shall cease at a certain time, or that after a certain time no debate shall be allowed,excepting new amendments, and then only one speaker for and one opposed to the amendment may speak, for not more than five minutes each. The following are motions which shall at all time be considered improper: a. Motions that conflict with the constitution and by-laws of the Authority. b. Motions that conflict with business already adopted. C. Motions that reflect on the motives of members. d. Motions not in accord with the object and policies of the body. e. Motions that conflict with the laws of the federal, state, or local government. And; Motions that protect absentees cannot be suspended by unanimous vote. And; proxy voting is not in order in ordinary circumstances. And; no member can vote unless present unless the by-laws are amended to provide voting by mail. Rosemount Port Authority Standing Rules Further, Questions that are introduced that are not in accord with the aims and objectives of the Port Authority, or that are controversial or irrelevant, shall be ruled out of order by the Chair. An "appeal" may be made from this ruling. III. AUTHORITY TO ACT No member, except as otherwise provided, shall act on behalf of, or purport to represent the Authority. However, the Chair shall, in accordance with Roberts Rules, have the authority to appoint Select Committees, as needed. A Select Committee, once appointed shall: Have no less than three (3) active Port Authority members in its service. Conform its meetings to the rules governing meetings of the committee of the whole. Limit its activities to only those items referred to it. Additionally, Select Committees, at the time of their creation, will be given a time certain for completion of their work. Upon that time the committee will be dissolved. However, upon a 3/4 majority of the Authority, meeting in regular session, the Select committees appointment may be extended one time. Any member, whether intentionally or inadvertently, who conducts, transacts or otherwise engages in any business currently Rosemount Port Authority Standing Rules before, or reasonably expected to come before the Port Authority shall, following such occasion and prior to the next regular session of the Port Authority, notify the Chair and the Executive director in writing. The notification should include the time, date, location and substance of such occasion. Failure to comply will be grounds for sanction. NOTE: Nothing in this section is intended to preclude normal extemporaneous social contacts. I move the presentation of these Standing Rules at our regular session meeting, 3-2-93, as the first reading, in anticipation of formal adoption. Absent substantial changes, I would move formal adoption of these rules at our next meeting, 3-16-93. If you have any questions or suggestions, please contact me at your convenience. M E M O R A N D U M TO: Chairman Ed Dunn and Members of the Rosemount Port Authority FROM: Mike Milesj -�ti DATE: April 6, 1993 RE: Consideration of Standing Rules This memo is in response to the direction given to me at the March 16, 1993 meeting of the Rosemount Port Authority regarding the standing rules proposed for consideration by the Authority. In order to progress consideration of the standing rules, I have enclosed three attachments for your review and comment: • First, I have prepared a revised draft of the proposed standing rules, including various possible changes to the original draft that either others have recommended or that I would suggest you consider. Please note that language in the original draft which is proposed to be deleted is noted by a dotted line through it, and text which is being added to that contained in the original draft is denoted by underlining. • Second, I have included an explanation of the deletions and additions for your information as you consider the standing rules and proposed changes. 0 Third, I have suggested an amendment to the existing Bylaws of the Port Authority, which would pave the way for adoption of the standing rules and remove from the existing Bylaws any provisions which would appear in the standing rules. Please note that, pursuant to Article XIII of the Port Authority's current Bylaws, you may not act upon a Bylaws change any earlier than two weeks after the Port Authority members have been given a copy of the proposed Bylaws amendment. Therefore, even if you agree upon the adoption of the standing rules at a given meeting, you would have to wait until the succeeding meeting to officially amend the Bylaws. Please contact me if you have any questions regarding this memo or its attachments. JMM:gmo enc. cc: Steve Jilk John Miller ROSEMOUNT PORT AUTHORITY STANDING RULES I. MEETINGS The Port Authority shall conduct its business, using the meetings format outlined by Roberts Rules of Order, newly revised. Additionally, except where otherwise provided for, the only meetings of the Port Authority which shall be in order are: * Regular Session * Executive Session * Committee of the Whole * Special Session * Annual Meeting A. Regular Session The Port Authority will meet in Regular Session, the first Tuesday of every month. 1. Regular Session meetings will convene at 5:30 p.m., in the Council Chambers, Rosemount City Hall, Rosemount, Minnesota, or such other location in the City of Rosemount the Port Authority shall designate. 2. Regular Session Meetings will adjourn at 7:30 p.m. B. Executive Session Any business, properly before the Port Authority, which 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. C. Committee of the Whole The Port Authority will meet, as the Committee of the Whole, the third Tuesday of every month. 1. Committee of the Whole meetings shall be considered working sessions of the Port Authority. 2. Meetings will convene at 5:30 p.m., at a location designated by the Chair. II. D. Special Session Upon due call of the Chair, or upon the request of a simple majority of its members, the Port Authority shall meet and a Special Session shall be convened. 1. Special Session meetings shall be limited to the business stated in the call. 2. Action taken in Special Session must be ratified by 34-4 majority +5+ of the Port Authority, at the next Regular Session of the Authority. E. Annual Meeting The Annual Meeting shall be conducted at the same time and place as the first Regular Session in February of each year. CONDUCTING BUSINESS A. Agenda Items. 1. Regular Sessions. The Port Authority Agenda, for Regular Session meetings, will consist of the following: a. Consent Agenda. b. Old Business - Special Action Items. C. Committee of the Whole Reports - Recommendations - Action Items. d. New Business - Action Items. d. Gen-auitant/Staf f RepeEts , e. New Business - Information Only. f. Reports. (1) Consultant/Staff Reports. 12� Chair's Report j� Executive Director's report. f. Ghairs r -- q. Members Issues. 2 h. Community/Audience Recognition. i. Adjournment. Ordinary business of the Port Authority will appear on the consent agenda. A member, upon approval of the body, may add no more than two items to the printed agenda. in RebeEts Rules of QEde . Additionally, no item may be added to the printed agenda, as an action item without a. 3/4 affirmative vote of the Port Authority. Any item properly before the body at a Regular Session meeting as an information item shall remain as such. Once heard, the only motion in order,. shall be a motion to refer to the Committee of the Whole. 2. Public Testimony Public testimony, shall not be in order except as provided for herein. a. Information requested to clarify a specific point concerning a motion properly before the body. b. Presentation to the body regarding a specific information -only agenda item. C. Upon specific agenda allocations of time for community/citizen input. Said speakers will be limited to three five minutes each. 3. Committee of the Whole The agenda of the Committee of the Whole may be broad/expansive. Since these are working sessions, public testimony/input may be heard.' The only motions in order are to amend and adopt, and that the committee rise and report. The only way to close or limit debate in meetings of the Committee of the Whole is for the body to vote that debate shall cease at a certain time, or that after a certain time no debate shall be allowed, excepting new amendments, and then only one speaker for and one opposed to the amendment may speak for not more than five minutes each. 3 B. Motions The following are motions which shall at all times be considered improper: 1. Motions that conflict with the Constitution and Bylaws of the Authority. 2. Motions that conflict with business already adopted at the same meeting. 3. Motions that reflect on the motives of members. 4. Motions not in accord with the object and policies of the body. 5. Motions that conflict with the laws of the federal, state or local government. 6. Motions that protect absentees cannot be suspended by unanimous vote. er-deE in eFdlaa-I--TCG a vete I-I.Q-Ite amended te–pEev}de tFmtanees s - R. s, present unless the veting by ffi„ ; , , , ne—retiembeE Bylawe—a-re Further, questions that are introduced that are not in accord with the aims and objectives of the Port Authority, or that are controversial or irrelevant, shall be ruled out of order by the Chair. An "appeal" may be made from this ruling. C. Ouorum A majority of the commissioners shall constitute a quorum A lesser number may adiourn a meeting until a quorum is obtained 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 or otherwise by a commissioner who is notpresent. D. Manner of Voting The voting on all questions coming before the Port Authority which require a vote shall be by roll call, and the yes and no votes shall be entered upon the minutes of the meeting at which the vote is taken. 4 III. AUTHORITY TO ACT No member, except as otherwise provided, shall act on behalf of, or purport to represent the Authority. However, the Chair shall, in accordance with Roberts Rules, have the authority to appoint Select Committees, as needed. A Select Committee, once appointed shall: A. Have no less than three ( 3 ) active Port Authority members in its service. B. Conform its meetings to the rules governing meetings of the Committee of the Whole. C. Limit its activities to only those items referred to it. Additionally, Select Committees, at the time of their creation, will be given a time certain for completion of their work. Upon that time the committee will be dissolved. However, upon a 3f4 majority of the Authority meeting in Regular Session, the Select Committees appointment may be extended one time. Any member, whether intentionally or inadvertently, who conducts, transacts or otherwise engages in any business currently, before or reasonably expected to come before the Port Authority shall, following such occasion and prior to the next regular session of the Port Authority,, notify the Chair and the Executive Director in writing. The notification should include the time, date, location and substance of such occasion. Failure to comply will be grounds for sanction. NOTE: Nothing in this section is intended to preclude normal extemporaneous social contacts. 5 EXPLANATION OF STANDING RULE CHANGES The following are a series of explanatory comments regarding changes which I have put together for your consideration with respect to the proposed Standing Rules. Please note that I have only addressed substantive changes in this memo, and have not commented on changes which do not significantly change the proposed - rules. 1. Inclusion of Annual Meeting (I. Meetings, Page l) In an effort to put all procedural matters in the Standing Rules, I have moved the Annual Meeting from the Bylaws to the first section of the Standing Rules. 2. Location of Port Authority Meetings (I.A.1, Page 1) In response to a comment at the last Port Authority meeting requiring all meetings of the Authority to be held in the City Council chambers, I have added language which would allow you to select other meeting locations within the City of Rosemount. 3. Clarification of Executive Session Authorization (I.B., Page 1) The language referring to attorney client meetings has been struck, since many attorney client situations not involving litigation do not qualify for a closed or executive session. As modified, the language simply requires that if you have the appropriate legal basis for a Closed Meeting, you may hold one. 4. Ratification of Special Session Action (I.D.2., Page 2) A concern was raised at the last Port Authority meeting that requiring Special Actions to be ratified by a 3/4 majority of the Port Authority was too high a standard. I have simply made provision that a majority of the Port Authority members may ratify Special Session Action. 5. Provision for Annual Meeting (I.E., Page 2) The proposed Standing Rules did not contain a reference to the required annual meeting. I have simply moved the language from the Bylaws to the Standing Rules. 6. Agenda Items (II.A.1., Pages 2 and 3) There are two forms of proposed changes in this portion of the Standing Rules. First, a new category under II.A.l.d, entitled New Business Action Items, has been added to authorize the Port Authority to take action on certain new business items. The other changes are essentially organizational suggestions regarding what happens chronologically at a regular session of the Port Authority. 7. Adding Items to the Printed Agenda (Second Paragraph After II.A.1.i., Page 3) The reference to Robert's Rules of Order has been removed, since this provision is already very straight forward and finitive. I have also added for your consideration, a suggestion that adding action items can be done only with a 3/4 affirmative vote of the Port Authority. This would give the Port Authority some latitude if it needed to quickly deal with a new item, but provides that the bulk of the Port Authority members must be in agreement as to its urgency. 8. Presentations by the Public (II.A.2.c., Page 3) In response to a comment that allowing members of the public only three minutes each may be too restrictive, I have extended the time to five minutes. 9. Conflicting Motions (II.B.2., Page 4) This change simply clarifies the fact that the Pcrt Authority would not want motions conflicting with business already adopted at that meeting of the Authority. 10. Proxy/Mail Voting (II.B.6 and II.C., Page 4) References to proxy and mail voting are removed from the Motion section and placed in the new Quorum section, which has been added from the Bylaws to the Standing Rules. 11. Inclusion of Manner of Voting (II.D., Page 4) This procedural matter has been moved from the Bylaws to the Standing Rules. K A11 of the foregoing are simply suggestions for your policy determinations at the next or subsequent Port Authority meetings. If you have any questions, please contact me and I will be happy to discuss them with you. Sincerely, FLUEGEL MOYNIHAN 6 MILES, P.A. J. Michael Miles JMM:gmo Cityrose\RuleChan.Mem 3 R E S O L U T I O N BE IT RESOLVED, by the members of the Rosemount Port Authority as follows: 1 . The Bylaws of the Rosemount Port Authority are amended by striking Articles VII, VIII and IX. 2. The Bylaws are further amended by inserting a new Article VII, to read as follows: Article VII. Port Authority Meeting Procedures. Section 1. Adoption of Standing Rules. The meetings and procedures thereunder of the Port Authority shall ,be governed by a set of Standing Rules which shall be adopted by a majority of the commissioners. At a minimum, the Standing Rules shall address: the types of Port Authority meetings, time and location of such meetings, order of business to be discussed, governance of the meetings and voting requirements. The Standing Rules may contain such other procedures and requirements as the commissioners from time to time determine. Section 2. Suspension/Amendment of Standing Rules. The Standing Rules adopted by the commissioners may be suspended at any time by a majority vote of the commissioners. The Standing Rules may be amended at any time by a majority vote of the commissioners, provided that the Standing Rule amendments may not be considered at the same meeting of the Port Authority at which they are initially raised. Section 3. The Port Authority Bylaws are further amended by renumbering existing Articles X, XI, XII, XIII and XIV, as Articles VIII, IX, X, XI and XII, respectively. ADOPTED: 1993, at a regular meeting of the Rosemount Port Authority. Chairperson ATTEST: Executive Director APPROVED by the Rosemount City Council on at a regular City Council meeting. Mayor - City Clerk 2 1993,