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HomeMy WebLinkAbout6.j. Approve Updates to the Municipal Legislative Commission Agreement EXECUTIVE SUMMARY City Council Meeting: January 4, 2022 AGENDA ITEM: Approve Updates to the Municipal AGENDA SECTION: Legislative Commission Agreement Consent PREPARED BY: Logan Martin, City Administrator AGENDA NO. 6.j. ATTACHMENTS: MLC Agreement APPROVED BY: LJM RECOMMENDED ACTION: Motion to approve updated Joint and Cooperative Agreement for the Municipal Legislative Commission. BACKGROUND The Municipal Legislative Commission (MLC) is an association of 19 suburban communities sharing common demographic, economic, and tax base characteristics. The association provides a voice for sound public policy on issues of shared interest to member cities. The association is governed by a Board of Directors and Operating Committee and is staffed by Messerli & Kramer. Rosemount has been a member of MLC since 2020 and it continues to be a valuable partnership for the City for advocating at the Legislature, idea-sharing amongst similar communities, and collaboration on key initiatives. MLC operates within a Joint and Cooperative Agreement (JCA). The Board of Directors recently reviewed the JCA and discovered several items needing updates. Amendments to the JCA require unanimous written approval of the Councils of all members. The following is a summary of the proposed substantive amendments to the JCA: • Provisions regarding Board meetings, financial information, officers and committees are moved to the Bylaws. (The Bylaws can be amended by a 2/3 vote of the Board of Directors and do not need to be approved by all Members.) • The concept of Associate Members has been eliminated. • Additional Members can be admitted by majority vote of the Board of Directors rather than majority vote of the Members. • The requirement of annual audits is eliminated. (The Bylaws will require audits at least every other year.) • The requirement of an annual meeting of Members is eliminated. • Email communication is added as an option in giving formal notices. • The authority of the Operating Committee is limited to making recommendations to the Board of Directors. The Operating Committee will not have authority to make binding decisions for the MLC unless granted that authority by specific Board resolution. • Any Member who chooses to withdraw from the MLC is obligated to pay dues for the year of withdrawal unless notice of withdrawal is given to the MLC Chair and Executive Director at least 105 days prior to the first day of the next calendar year. • Upon dissolution and liquidation of the MLC, the remaining assets will be distributed to the Members in proportion to their respective dues paid in the most recent full calendar year. Staff considers these changes to be administrative in nature and necessary updates. RECOMMENDATION Staff recommends the Council approve the updated Joint and Cooperative Agreement of the Municipal Legislative Commission. 2 Adopted February ___, 1984 Amended July 19, 1995 Amended July 27, 2000 Amended and Restated ______, 2021 JOINT AND COOPERATIVE AGREEMENT PRELIMINARY STATEMENT The parties to this Agreement are governmental units of the State of Minnesota. Minnesota StatuteStatutes Section 471.59 permits two or more sub-units, by agreement of their governing bodies, to jointly and cooperatively exercise any power common to each of them. Pursuant to statutory authorization, the parties to this Agreement have chosen to execute a joint powers agreement providing, in essence, for the development of legislative programs on matters of mutual concern and interests. ARTICLE 1. GENERAL PURPOSE The primary purpose of this Agreement is for the member municipalities (the “Members”) to jointly and cooperatively develop legislative programs on matters of mutual concern and interest, and to identify, review, and to actively oppose proposals which may be in conflict with the interests of the member municipalitiesMembers. The organization formed pursuant to this Agreement will be funded by member municipalitiesMembers’ contributions, as herein specified, with contributions being used for the retention of professional assistance, information preparation and dissemination, research, and other activities that may from time to time be authorized by the membershipgoverning body of the organization. ARTICLE 2. NAME The Members hereto agree to establish an organization to be known as the Municipal Legislative Commission (the “Commission”) to carry out the objectives of this Agreement. ARTICLE 3. DEFINITION OF TERMS For the purpose of this Agreement, the terms defined in this Article shall have the meanings given them by this Article. MK_MPLS\\4495\\38\\2376189.v1-9/8/21 1 3.1) “Agreement” means this Joint and Cooperative Agreement, as amended from time to time and as joined by additional Members in the manner provided in Article 4 of this Agreement. 3.2) 3.1) “Board” or “Board of Directors” means the governing body of the Commission. 3.3) “Bylaws” means the bylaws of the Commission adopted by the Board of Directors, as amended from time to time. 3.4) 3.2) “Commission” means the organization created pursuant to this Agreement. 3.5) 3.3) “Council” means the governing body of a Member. 3.6) 3.4) “Directors” means the persons appointed pursuant to this Agreement to serve ason the Board of Directors. 3.7) 3.5) “Operating Committee” means the committee consisting of the City Managers or Administrators of each Member. 3.8) 3.6) “Member” means a municipality which has entered intoestablished pursuant to Article 9 of this Agreement. 3.9) 3.7) “Associate “Member” means a municipality which has entered into this Agreement, but does not have the same voting rights and privileges as a Member. ARTICLE 4. ADDITIONAL MEMBERS Any otherFollowing the effective date of this Agreement, any Minnesota municipality that is not then a Member may become a Member or Associatean additional Member upon approval by a majority vote of the then Membersall Directors. ARTICLE 5. EFFECTIVE DATE A municipality that has been approved to become an additional Member shall enter into this Agreement by duly executing a counterpart copy of this Agreement any by filing such. The additional Member shall file the signed counterpart copy of this Agreement, together with a certified copy of the authorizing resolution of the additional Member’s Council, with the Commission’s Chair and Executive Director. This Agreement shall become effective upon approval by at least six (6) municipalities, or on ARTICLE 5. EFFECTIVE DATE The original effective date of this Agreement was February ___, 1984, whichever is sooner. It was most recently amended and restated effective as of ________, 2021. MK_MPLS\\4495\\38\\2376189.v1-9/8/21 2 ARTICLE 6. POWERS AND DUTIES OF THE COMMISSION 6.1) The powers and duties of the Commission shall include the powers set forth in this article. 6.2) ItThe Commission may establish legislative programs embodying proposed legislation and positions on proposed legislation. 6.3) ItThe Commission may take such action as it deems necessary and appropriate to accomplish the general purpose of this organizationthe Commission. 6.4) ItThe Commission may consult with persons knowledgeable in the legislative process and persons having a special interest therein, such as legislators, research organizations, educational institutions, other political subdivisions, municipal organizations, regulatory organizations, technical experts, and any other persons who can provide pertinent information concerning legislation of interest to the Commission. 6.5) ItThe Commission may provide for the prosecution, defense, or other participation in actions or proceedings at law in which it may have an interest, and may employ counsel for that purpose. 6.6) ItThe Commission may conduct such research and investigation and take such action as it deems necessary, including participation and appearance in proceedings of any metropolitan, state, federal, regulatory, or legislative or administrative bodies, on any proposed or existing law, bill, or recommendation related to or affecting any or all membersMembers. 6.7) ItThe Commission may enter into any contracts deemed necessary by the Board to carry out itsthe Commission’s powers and duties, subject to the provisions of this Agreement. 6.8) ItThe Commission may contract with any of the Members or others to provide space, services, or materials on its behalf. Any contracts let or purchases made shall conform to the requirements applicable to Minnesota statutory cities. 6.9) ItThe Commission may accept gifts, apply for use grants, enter into agreements required in connection therewith and hold, use and dispose of money or property received as a gift or grant in accordance with the terms thereof. 6.10) It shall cause an annual audit of the books of the Commission to be made by an independent auditor, or an independent auditor of a member city, whichever the Board determines. It shall make an annual financial accounting and report in writing to the Members. Its books and records shall be available for and open to the examination by MK_MPLS\\4495\\38\\2376189.v1-9/8/21 3 the Parties at all reasonable times. It shall establish the annual budget for the Commission as provided in this Agreement. 6.11) It may delegate authority to the Operating Committee between Commission meetings. Such delegation of authority shall be by resolution of the Board and may be reconditioned in such manner as the Board may determine. 6.12) ItThe Commission may exercise any other powerpowers necessary andor incidental to the implementation of its powers and duties. ARTICLE 7. BOARD OF DIRECTORS 7.1) The governing body of the Commission is its Board of Directors. Each Member is entitled to appoint two (2) Directors. Each Member is entitled to one vote to be cast by the elected Director or in his/her absence the appointed Director or their respective proxies. The Council of each Member shall appoint its two (2) Directors, one (1) of whom shall be the Member’s City Manager or Administrator (the Member’s “appointed Director”) and the other of whom shall be anthe Mayor or another elected official from the Council of the Member. (the Member’s “elected Director”). Each Member is entitled to one vote on each matter to come before the Board, to be cast by the Member’s elected Director or, in his or her absence, by the Member’s appointed Director or by a proxy designated under Section 7.2 below. Directors shall serve without compensation from the Commission, but this shall not prevent a Member from providing compensation forcompensating one or both of its Directors for service on the Board, if such compensation is authorized by the Member and is not prohibited by law. 7.2) Proxy voting by Directors shall be permitted. ProxiesA proxy must be designated in writing by a Member’s elected Director andor, in the elected Director’s absence, by the Member’s appointed Director. Any individual designated as a proxy must be present at the meeting to vote. 7.3) Each Director shall serve until that Director’s successor is appointed and assumes his or her responsibilities. Directors shall serve at the pleasure of the CouncilMember appointing them. When athe Council of a Member appoints a Director, it shall give notice of such appointment in writing or by e-mail to both the Commission’s Secretary/TreasurerChair and the Commission’s Executive Director. Such notice shall include the mailing address and e-mail address of the personDirector so appointed. The names and addresses shown on such notices may be used as the official names and addresses for the purposes of giving notices of any meetings of the CommissionBoard. 7.4) A majority of the Members represented by at least one (1) Director or proxy entitled to vote shall constitute a quorum for conducting business at a meeting of the Board. 7.5) A vacancy on the Board shall be filled by the Council of the Member whose position on the Board is vacant. During the time that one or more vacancies exist, the Board shall continue to have full power and authority to conduct business and a majority of MK_MPLS\\4495\\38\\2376189.v1-9/8/21 4 the Members represented by at least one (1) Director or proxy entitled to vote shall be sufficient to constitute a quorum. 7.6) The Board of Directors may delegate its authority to the Operating Committee between meetings of the Board. Such delegation of authority shall be by resolution of the Board or as provided in the Bylaws and may be conditioned in such manner as the Board may determine. 7.7) Meetings and proceedings of the Board shall be conducted as set forth in the Bylaws. ARTICLE 8. MEETINGS 8.1) The Commission shall meet at least quarterly and shall hold an annual organizational meeting in July. BYLAWS 8.2) The Board shall adopt Bylaws governing its procedures, including the time, place, and frequency of its regularthe the meetings and proceedings of the Board, the officers of the Commission, committees, financial matters, and any other matters concerning the Commission that are not inconsistent with the provisions of this Agreement. Such Bylaws may be amended from time to time by the vote of at least two-thirds (2/3) of all Directors or their authorized proxies. 8.3) Special meetings of the Board may be called (a) by the Chair or (b) by the Operating Committee, or the Board upon written request of the majority of the Directors. Five (5) days’ written notice of special meetings shall be given to the Directors. Such notice shall include the agenda for the special meeting. Only matters set forth in the agenda shall be considered at a special meeting. 8.4) Notice of regular meetings of the Board shall be given to the Directors by the Secretary/Treasurer at least seven (7) days in advance and the agenda for such meetings shall accompany the notice. However, business at regular meetings of the Board need not be limited to matters set forth in the agenda. ARTICLE 9. OFFICERS 9.1) Number, Election, Qualifications – The officers of the Commission shall consist of a Chair, Vice Chair and a Secretary/Treasurer. Each officer shall be elected at the annual organizational meeting by the Board. The Chair and Vice Chair shall hold office for a two-year term and until his/her successor shall have been elected and have qualified or until his/her earlier disqualification, death, resignation, or removal. The Secretary/Treasurer’s term shall commence on January 1 of the following year and end on December 31 twenty four months later. All officers shall be Directors. New officers shall take office at the adjournment of the annual meeting of the Commission at which MK_MPLS\\4495\\38\\2376189.v1-9/8/21 5 they were elected, with the exception of the Secretary/Treasurer who shall take office on the first day of January of the following year. Not more than one (1) Director of a Member shall be elected an officer during the same term. Directors of a Member that have given notice of withdrawal shall not be eligible to become officers or to vote on the selection of officers. Any officer who ceases to be a Director shall at the same time cease to be an officer. Officers may serve for more than one term. 9.2) Resignation – Any officer of the Commission may resign at any time by giving written notice of his/her resignation to the Board, to the Chair, or to the Secretary/Treasurer of this Commission. The resignation shall take effect at the time, if any, specified therein or, if no time is specified therein, upon receipt thereof by said Board Chair, or to the Secretary/Treasurer. The acceptance of a resignation shall not be necessary to make it effective. 9.3) Removal – Any officer may be removed, with or without cause, by a vote of four-fifths (4/5) of the total number of Directors, at any meetings of the Board, provided that such purpose is stated in the notice or waiver of notice of the meeting unless all of the Directors of this Commission are present at the meeting. 9.4) Vacancies – A vacancy in any office because of disqualification, death, resignation, or removal shall be filled for the unexpired portion of the term in the manner prescribed herein for election to that office. 9.5) Chair; Vice Chair – The Chair shall preside at all meetings of the Commission and shall perform all duties incident to the office of Chair and such other duties as may be delegated by the Commission. The Vice Chair shall act as Chair in the absence of the Chair. The Chair shall be an elected Director and the Vice Chair shall be an appointed Director who shall also serve as Chair of the Operating Committee. 9.6) Secretary/Treasurer – The Secretary/Treasurer shall be a Director who is a member of the Operating Committee. He/She shall be responsible for keeping a record of all of the proceedings of the Commission and Operating Committee. The Secretary/Treasurer shall send written notice and material pertaining to agenda items to each Director. He/She shall have custody of the Commission’s funds, shall pay its bills, and keep its financial records, and generally conduct the financial affairs of the Commission. The Secretary/Treasurer shall be responsible for the activities provided by Section 6.10. The Secretary/Treasurer shall be responsible for such other matters as shall be delegated to him/her by the Commission. Orders, checks, and drafts of the Commission shall be issued in accordance with the financial practices applicable to the member city from which the Secretary/Treasurer is elected. In conducting the Commission’s financial affairs, the Secretary/Treasurer shall, at all times, act in accordance with general accepted accounting principles. The Secretary/Treasurer’s reports, including any bills or claims to be acted upon by the Commission, shall be distributed to all Directors. Any persons may be engaged to perform such services under the Secretary/Treasurer’s supervision and direction, when authorized by the Commission. 9.7) Other officers – The Commission may appoint such other officers as it deems necessary. All such officers shall be Directors. MK_MPLS\\4495\\38\\2376189.v1-9/8/21 6 9.8) Committees – The Commission may appoint such committees as it deems necessary or desirable to accomplish its purposes. ARTICLE 109. OPERATING COMMITTEE 10.1) Qualifications – The Operating Committee of the Commission shall consist of the City Manager or Administrator Director appointed by each MemberDirectors of the Members. 10.2) Authority – The Operating Committee shall have the authority to managemake recommendations to the Board regarding the property, operations, affairs, and business of the Commission between Commission meetings, to the extent specifically delegated by. Except as provided in the Bylaws or by Board resolution, the Operating Committee shall not have the authority of the Board, but at all times,. The Operating Committee shall be subject at all times to the control and direction of the Board. 10.3) Meetings – The Operating Committee shall meet monthly at a time and place to be determined by the Operating Committee. Special meetings may be called by the Vice Chair or by any other two (2) members of the Operating Committee or by the Commission. The date and place of the special meeting shall be fixed by the person or persons calling it. At least seventy-two (72) hours (from the time of mailing) advance written notice of a special meeting shall be given to all members of the Operating Committee by the person or persons calling the meeting. The notice shall state the matters to be considered at the special meeting and only those matters shall be considered at that meeting. 10.4) Personnel – The Operating Committee shall have authority to hire, supervise, and discharge full- or part-time employees but their compensation shall be within budget limitations. The Operating Committee may make any required employer contributions which local government units are authorized or required to make by law. ARTICLE 11. FINANCIAL MATTERS 11.1) Commission funds may be expended by the Board in accordance with the procedures established by law for the expenditure of funds by Minnesota statutory cities. Legal instruments shall be executed with authority of the Board, by any two (2) officers. 11.2) The financial contributions of the Members in support of the Commission shall be per capita. Each of the Members shall pay to the Commission an amount to be determined by the Board annually based upon the most recent Metropolitan Council population estimates. The financial contributions of Associate Members shall be determined by the Board. These amounts may be used by the Commission to pay all legal and consultant costs and expenses and other expenses as approved by the Board. The Board may authorize changes in the per capita and maximum charge for all members upon majority vote. MK_MPLS\\4495\\38\\2376189.v1-9/8/21 7 11.3) A proposed budget shall be formulated by the Board and submitted to the Members on or before August 1 of each calendar year. Such budget shall be deemed approved by a Member unless, prior to September 15 of the year involved, the Member gives notice in writing to the Chair that it is withdrawing from the Commission. Final action adopting a budget for the ensuing calendar year shall be taken by the Board on or before November 1 of each year. 11.4) Any Member may inspect and copy the Commission books and records at any and all reasonable times. All books and records shall be kept in accordance with normal and accepted accounting procedures and principles used by Minnesota statutory cities. ARTICLE 12. ARTICLE 10. WITHDRAWAL 12.1) 10.1) Withdrawal –– Any Member or Associate Member may withdraw from this Agreementthe Commission effective on January 1 of any year by giving notice pursuant to Section 2 of this Article10.2 below prior to September 15 of the preceding year. 12.2) 10.2) Notice –– In order to effectuate a withdrawal, a Member or Associate Member withdrawing from the Commission shall give written notice to the Chair of the Commission, served personally on the Chairin writing or addressedby e-mail to the Chair at the address shown on the records ofboth the Commission,’s Chair and by giving with suchthe Commission’s Executive Director. Such notice, shall include a copy of a resolution of itsthe withdrawing Member’s Council stating its decision to withdraw from the Commission. The withdrawal shall be effective upon actual receipt by the Chair of such notice and resolution. The withdrawing Member shall have the responsibility for such actual receipt by the Chair. Upon receipt of such notice and resolution, the Chair of the Commission shall forward a copy of the notice and resolution to each Director. Any notice of withdrawal not actually received by the Chair at least 105 days prior to the first day of any calendar year shall be effective on January 1 of the subsequent calendar year unless the notice deadline is waived by a resolution of the Board. 12.3) 10.3 Financial Effect of Withdrawal – No financial benefit shall inure to a Member or Associate Member that withdraws– A Member who withdraws effective as of January 1 of a calendar year shall not be obligated to pay dues to the Commission for such calendar year. A withdrawing Member shall not be entitled to any payment or financial benefit from thisthe Commission norand shall therenot be entitled to any refund or reimbursement for any dues or other contribution made or required ofby the withdrawnwithdrawing Member by this Agreement. MK_MPLS\\4495\\38\\2376189.v1-9/8/21 8 ARTICLE 1311. AMENDMENTS 13.1) This agreement may be amended only by the written approval of the City Councils of each member city. ARTICLE 14. DISSOLUTION 14.1) 11.1) Duration of Commission –– The Commission shall be dissolved if less than four (4) Members remain, or by operatingoperation of state or federal law or regulation, now or hereafter enacted, or by mutual signed agreement of all of theremaining Members. 14.2) 11.2) Distribution of Assets –– Upon dissolution of the Commission, all remaining assets of the Commission, after payment of all obligations, shall be distributed among the Members that are Members toof the AgreementCommission at the time of dissolution, in proportion to their contributionsrespective dues paid in the most recent full calendar year, and in accordance with procedures established by the CommissionBoard of Directors. The Commission shall continue to exist after dissolution for such period, no longer than six (6) months, as is necessary to wind up itsthe Commission’s affairs, but for no other purposes. ARTICLE 12. AMENDMENTS This Agreement may be amended only by the unanimous written approval of the Councils of all Members. IN WITNESS WHEREOF, Thethe municipality of _______________________ has joined in and caused thea counterpart of this Agreement to be signed on its behalf this _______ day of ______________, ____2021. By:_________________________ Its: Mayor MK_MPLS\\4495\\38\\2376189.v1-9/8/21 9 By:_________________________ Its: City Manager MK_MPLS\\4495\\38\\2376189.v4-11/3/21 MK_MPLS\\4495\\38\\2376189.v1-9/8/21 10 Document comparison by Workshare 10.0 on Monday, December 13, 2021 4:43:33 PM Input: Document 1 ID PowerDocs://MK_MPLS/2376189/1 MK_MPLS-#2376189-v1- Description MLC_Joint_Cooperative_Agreement Document 2 ID PowerDocs://MK_MPLS/2376189/4 MK_MPLS-#2376189-v4- Description MLC_Joint_Cooperative_Agreement Rendering set Standard Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 147 Deletions 161 Moved from 7 Moved to 7 Style change 0 Format changed 0 Total changes 322