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HomeMy WebLinkAbout8.o. Approve Port Authority By-Laws CITY OF ROSEMOUNT EXEGUTIVE SUMMAI2Y FOk ACTION CITY COUNCIL MEETING DATE: MAY 18, 1993 AGENDA ZTEM: AMENDMENT OF PORT AUTHORITY AGENDA SECTION: BYLAWS T4 PERMIT ADOPTION OF STANDING RULES CONSENT PREPARED BY: J�HN MILLER, AGENDA ECONOMI� DEVELOPMENT COORI?INATOR ��� ��� ATTACHI4tENTS: PORT AUTHORITY BYLAWS, DRAFT AFP E STANDING RULES At i�s May 3 meeting, the Rosemount Port Autharity in accordance with Article XIII, '�Amendments to Bylaws" voted to amend its bylaws by adopting standing rules to govern its procedures . Article XIV, °Approval of Bylaws° states °These bylaws and any amendments to them shall be subject to the approval of the Rosernount City Council . �� The praposed bylaw amendment would add a single sentence to Article .XIII reading °The Port Authority may adopt standing rules of procedur�. 'i A copy of the present Port Authority Bylaws is attached for your review as is a copy of the standing rules that will take aftect upon CiCy Cauncil action amending the bylaws. REC0�7�tENDED ACTIONc Motion to amend the Port Authority by7.aws by adding "The Port Authority may adopt standing rules of procedure" to Article XIII. COUNCIL ACTION: BYLAWS OF ROSEMOIINT PORT AIITHORiTY A DEVELOPMENT AGENCY Article I. Established There is hereby ereated by th� City Council of the City of Rosemount, in accordance with Minnesota S�tatutes, 469.fl813 and City of Rosemount Enabl.ing 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. ArticZe III. Port Authority Members The Port Autharity 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 loga of the City of Rosemount. Article V. Officers Section 1. Chairperson. The Chairperson shall preside at ali meetings and shall have the duties and powers usually attendant upon such officer. The Chairperson shall be elected by the Commission meinbers at the annual meeting. Section 2 . Vice Chairperson. The Vice Chairpersan shall, in the absence or disability of the Chairperson, exercise all the gowers and perform the duties of the Chairperson. The Vice Chairperson sha11 be elected by the Cammission 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 Secretar� shall also give natice of all meetings of the Commission and 1 shall perform sueh other duties as prescribed by the Commission. Section 4. Treasurer. The Treasurer shall receive and be responsible for a11 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 Comn�issioners. Other accounting procedures shall be in accordance with Mi,nn. Stat. 469. 449, et seq. and Enabling Resolution No. 1991-53. Article VI. Admiaistrative Structur� Section 1. Executive Director. The Port Authority shall employ an Executive Director who shall have general supervisian 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 af 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 nf 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 develapment/redevelopment projects and general husiness o€ the Port Authority. The Assistant Director shall also be responsible for reviewing and updating the Redevelopment Plan and written reviews of ali development proposals which eome before the Port Autho�ity. Said reviews and other memorandums shall be directed to the Port Authority through the Executive Director. 2 The Assistant Director shall sit at regular or special meetings of the Port Authority in the absence of the Executive Director, and shal�. 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 gowers, 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 Rosemaunt, Minnesota, as the Commissioners shall from time to time designate. A11 meetings, exeept as otherwise authorized or provided by law, shall be open to the gublic. The Chairperson may change the meeting place by giving five (5) days written nota�ce to Commission members. Section 2. Time of Meetincts. A. Regular Meetings. Regular meetings shall be hald twice each month at the time and date specified by the Port Authority. B. Special Meetinas. A special meeting may be called by the Chairperson, the Executive Director, or by any three (3} Commissioners by written request �iled with the Executive Director who shall mail or personally deliver to all members notice of the time and glace of such meeting at least twenty-four (24j 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. Annual Meetincx. The Annual Meeting shall be the first meetinq in February and held r�rith the regular meeting at the time and date specified by the Part Authority. Section 3 . uorum. A majority of the commissioners shall canstitute a quorum. A lesser number may adjourn 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. 3 Seetion 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. Article VIII. Manner of voting The voting on all questions coming before the Port Autharity shall be by roll call, and the yea and nay votes shall be entered upon the minutes of such meeting. - Article I�. Order of Business 1. Call to Order 2. Approval of Minutes 3 . Bills and Communications 4. Consent 5. Old Business 6. _ `- New Business 7. Chairperson's Report 8. Executive Director's Report 9. Adjournment Article %. 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 o� 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. Article ZI. Annual Budget and Annual Report The Rosemount Port Authority, a Development Agency, shall have an annual budget consistent with the requirements of Enabling Resolution No. 1991-53 City Charter and Minnesota Statutes, ' Chapter 469, et seq. An Annual Report shall be presented by the Port Authority to the City Cauncil each year during the month o€ 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. 4 A=ticle %II. Po�ers The Part 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. Artiole %SII. Amendments to Bylaws The Bylaws may be amended by a vote of a majority of the Commissioners only when the praposed amendment has been submitted in writing to all the Cammissioners two weeks prior to the meeting at which the amendment to be considered. Article 83V. A�proval of Bylaws These Bylaws and any amendments to them shall be subject to the approval of the Rosemount City Council. i1 :. . Adopted:�..�� �' , 1992 at a regular meeting of the Rosemount Port A hority, a Development Agency. c.�-u/ Chairperson ' ATTEST: Exec tive Direc Approved by the Rosemount City Council on u , 1992 at a regular City Council meeting. �" ,� Mayor Ci Clerk ROSEMOUNT PORT ALTTHORITY STANDING RULES I. MEETINGS The Port Authority sha11 conduct i#s business, using the meetings format outlined by Roberts Rules of Order, newly revised. Additionally, except where otherwise provided for, the only rneeting$ of the Port Authority which shall be in order are: • Regular Session • Executive Session • Committee of the Whole • Special Session • Annual Meeting A. Regular Sessian 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 Sessions Any business, properly before the Port Authority, which meets the legal standards for closed (Executive) session meetings, shall, following procedures established for convening such meetangs, 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 WhQle meetings sha11 be considered working sessions of the Port Authority. 2. Meetings will convene at 5;30 p.m., at a Iocatian 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 sha11 meet and a Special Sessian shall be convened. 1, Special Session meetings shall be limited to the business stated in the ca11. 2. Action tal�en in Special Session must be ratified by majority of � the Port Autharity, at the next Regular Session of the Authority. E. Annual Meeting The Annual Meeting shall be condueted 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 Regulax Session meetings, will consist of the following: a. Consent Agenda b. Old Business - Special Action Items c. Cammiltee of the Whole Reports � Recommendations - Action Items d. New Business - Action Items e. New Business - Information Only f. Reports (1) Consultant/Staff Reports (2) Chair's Report (3) Executive Directar's Repart g. Member's 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 pnnted agenda. Additionally, no item may be added to the printed agenda, as an action item without a 3l4 affirmative vote of the Port Authority. Any item properly befare the body at a Regular Session meeting as an information item sha11 remain as such. Once heard, the only motion in order, shatl 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 allocatians of time for communitylcitizen input. Said speakers will be limited to 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 vate that debate shall cease at a certain time, or that after a certain time no debate sha11 be allowed, excepting new amendments, and then only one speaker for and ane opposed to the amenclment may speak for not more than five minutes each. 3 B. Motions The following are motions which shali at all times be considered improper: l. 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 inembers. 4. Motions not in aceord with the object and polieies of the body. 5. Motions that conflict with the laws of the federal, state or lacal government. 6. Motions that protect absentees cannot be suspended by unanimous vote. 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 arder by the Chair. An "appeal" may be made from this ruling. C. Quorum A majority of the commissioners shall constitute a quoz-um. A Iesser number may adjourn a meeting until a quorum is obtained. When a quorum is in attendance at a meeting, aetion may be taken upon a vote of a majority in attendance. No voting shall be done by proxy or otherwise by a comrnissioner who is not present, D. Manner af Voting The voting on all questions coming before the Port Authority which require a vote shall be by rc�ll call, and the yes and no votes shall be entered upon the minutes of the rneeting at which the vote is taken. 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 Robert� Rules, have the authonty to appoint Select Committees, as needed. 4 . � a 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 ta only those items referred ta 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 eurrently, before or r�asonably expected to come before the Port Authority sha11, 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 ta preclude normal extemporaneous social contacts, 5 � �