HomeMy WebLinkAboutResolutions - 2010.06.09 - 10482REPORT (MISC. 110098) June 9, 2010
BY: Planning and Building Committee, John Scott, Chairperson
IN RE: MR #10098 — BUILDING AUTHORITY — RESOLUTION TO APPROVE
AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE
OAKLAND COUNTY BUILDING AUTHORITY
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The Planning and Building Committee, after further reviewing and discussing the
Articles of Incorporation of the Oakland County Building Authority and the amendments
that the Committee had made at the April 27, 2010, meeting, the Planning and Building
Committee reports with a recommendation that the Articles of Incorporation be amended,
as follows:
1. Amend Article XVI by changing the term "Board of Commissioners" to Board
of Supervisors throughout the paragraph and by changing the Oakland Press
to the Pontiac Press.
2. Amend the 3' sentence in Article XVII, as follows:
The said County Clerk shall cause a copy of these Amendments to
Articles of Incorporation to be published once in the Oakland Press ra or another
newspaper circulating within the County of Oakland.
Chairperson, on behalf of the Planning and Building Committee, I move
acceptance of the foregoing report.
ING A 1LDING CCANAITTEE
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Leo--
MISCELLANEOUS RESOLUTION #10 098 May 5, 2010
BY: PLANNING AND BUILDING COMMITTEE, JOHN SCOTT. CHAIRPERSON
IN RE: BUILDING AUTHORITY — RESOLUTION TO APPROVE AMENDMENTS TO THE
ARTICLES OF INCORPORATION OF THE OAKLAND COUNTY BUILDING AUTHORITY
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson. Ladies and Gentlemen:
WHEREAS the Board of Commissioners of the County of Oakland (the "County") has
created and established an authority under the provisions of Act 31 of the Public Acts of Michigan
of 1948 (First Extra Session), as amended known as the Oakland County Building Authority (the
"Authority"); and
WHEREAS the Authority was established by the Oakland County Board of Supervisors
by Miscellaneous Resolution #4534, adopted February 8. 1966: and
WHEREAS Miscellaneous Resolution #06202 is the last resolution on record that
amended the Articles of Incorporation of the Authority: and
WHEREAS Amendments to the Articles of Incorporation have been prepared in
accordance with said Act and been reviewed by the Board of Commissioners and Corporation
Counsel; and
WHEREAS the following Articles shall be amended: (1) Article VI shall be amended so
that the fiscal year of the Authority is the same as the County's fiscal year; (2) Article X shall be
amended to reflect the correct day of the monthly Authority meetings; and (3) Article XII shall be
amended to reflect the voting members required for motions, resolutions and ordinances.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners authorizes that the attacned Amendments to the Articies of Incorporation of the
Authority are hereby approved and adopted.
BE IT FURTHER RESOLVED that the Chairperson of the Board of Commissioners and
the County Clerk are hereby authorized and directed to execute said Amendments to the Articles
of Incorporation for and on behalf of the County.
BE IT FURTHER RESOLVED that the County Clerk shall take such steps as are
necessary under the provisions of State law to perfect the Amendments to the Articles of
Incorporation of the Authority, including having the notice of adoption of the Amendments
published in The Oakland Press.
Chairperson, on behalf of tie Planning and Building Committee, I move the adoption of
the foregoing resolution.
PLANNING AND la.UtilDING COMMITTEE
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Resolution #10098 May 5, 2010
Moved by Scott supported by Long to remove the resolution from the agenda and refer it back to the
Planning and Building Committee.
AYES: Gershenson, Gingell, Gosselin, Greimel, Hatchet Jackson. Jacobsen, Long, McGillivray,
Middleton, Nash, Potter, Potts. Runestad, Schwarla, Scott. Taub, Woodward, Zack. Bullard,
Burns, Capello, Coleman, Coulter, Douglas, (25)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution was removed from the agenda and referred back
to the Planning and Building Committee.
ARTICLES OF INCORPORATION;
OF THE
OAKLAND COUNTY BUILDING AUTHORITY
These Articles of Incorporation are adopted and executed by the incorporating unit for
the purpose of creating a Building Authority, under the provisions of Act No. 31 of the Michigan
Public Acts of 1948 (First Extra Session), as amended.
ARTICLE I
The name of this Authority is "OAKLAND COUNTY BUILDING AUTHORITY'',
ARTICLE 11
The name of the incorporating unit creating this Authority is the County of Oakland, in
the State of Michigan (herein sometimes referred to as the "Incorporating Unit").
ARTICLE III
The purpose or purposes for which the Authority is formed are as follows: to build,
acquire, furnish, equip, own, improve, enlarge, lease, operate and maintain a building or
buildings, automobile parking lots or structures, recreational facilities, stadiums and the necessary
site or sites therefor, together with appurtenant properties and facilities necessary or convenient
for the effective use thereof, fc.n- use for any legitimate public purpose of the County of Oakland,
and in general to carry on aiiy. business in connection therewith and incident thereto not forbidden
by the laws of the State of Michigan. In the execution of its powers, where possible, the
Authority may finance any facility - which may be financed for the County of Oakland in such a
way as to benefit any city, village or township in the County of Oakland so long as such a facility
is also being used by the County of Oakland or an agency to which the County of Oakland
appropriates funds to satisfy a county obligation to provide certain services.
ARTICLE IV
This Authority shall be a body corporate. with power to sue and be sued in any court of
this state. It shall have a corporate seal. The corporate limits of the Authority shall be the same
as those of the County of Oakland. 'Hie Authority shall possess all the powers necessary to carry
out the purpose of its incorporation and those incident thereto. The enumeration of any powers
herein shall not be construed as a limitation upon its general powers unless the context shall
clearly indicate otherwise.
ARTICLE V
This Authorit,.,,, shall continue in existence until dissolved pursuant to law: Provided, that
it shall not be dissolved if such dissolution would operate as an impairment of any bond or other
contract. In event of such dissolution, the title to any property then owned by said Authority shall
pass to the County of Oakland,
ARTICLE VI
The fiscal 'y ear of the Authority shall be the same as the County of Oakland. The fiscal
year for the Authority shall begin on the first day of October, in each year, and shall end on the
last day of September following.
ART1CLL VII
For the purpose of accomplishing the objects of its incorporation, the Authority may
acquire property by purchase, co»struction, lease, gift, devise or condemnation, and for the
purpose of condemnation it may proceed under the provisions of Act No. 149 of the Public Acts
of 191 1. as now or hereafter amended, or any other appropriate statute. Any and all construction
and alteration projects, beyond what would normally HI in the category of maintenance, shall be
implemented in substantial accordance with such plans and specification s as approved by the
Board of Commissioners Planning and Building Committee. Such approval must be granted
prior to issuance of a Request for Proposal or solicitation of bids. Any major substantial changes
in such plans and specificati;.»is shall require the written approval of both the Planning and
Building Committee and the Building Authority
ARTICLE VIII
The Authority and the Incorporating Unit shall have the power to enter into a contract or
contracts whereby the Authority will acquire property necessary to accomplish the purposes of
this incorporation and contemplated by the terms of the enabling act and lease said property to the
Incorporating Unit for a period of not to exceed fifty (50) years, or if the Authority issues
refunding bonds, the Authority may enter into a contract or contracts under which the Authority
will own or continue to own the property acquired, in part or in whole, from the sale of the bonds
to be refunded and will lease the same to the incorporating Unit for a period not to exceed fifty
(9) years from the day of issuance of the refunding bonds, which contracts may be either a full
faith and credit general obligation of the Incorporatinc, Unit or shall not be a full faith and credit
general obligation of the Incorporating, Unit. The contract with the Incorporating Unit may also
provide that the Incorporating Cnit shall pay all costs and expenses of operation and maintenance
of the property and the operating expenses of the Authority, including expenses incidental to the
issuance and payment of bonds, and such contract may provide that the obligation of the
Incorporating unit thereunder (Or the payment of any rental required thereby shall not be subject
to any setoff by the Incorporating. Unit or any abatement of cash rentals for any cause, including
hut not limited to casualty that results in the property being untenantable. The Incorporating Unit
shall have such rights to sublet or assign property lensed from the Authority as provided in the
aforesaid Act 31. as now or hereafter amended.
ARTICLE IX
Section 1. For the purpose of defraying all or part of the cost of building, acquiring,
improving, and enlarging any building or buildings, automobile parking lots or structures,
recreational ffieilities and the necessary site or sites therefor, together with appurtenant properties
and facilities necessary or convenient for the effective use thereof, and furnishing and equipping
the some the Authority. (a) after execution and delivery of a full faith and credit general
obligation contract of lease, as provided in Act 31 of the Public Acts of Michigan (First Extra
Session) 1948, as amended, may by ordinance or resolution duly adopted by a majority vote of
the elected members of the Commission of the Authority issue its negotiable bonds in anticipation
of the contract obligations of the Incorporating Unit to make cash rental payments to the
Authority and may pledge the receipts from such payments for payment of said bonds and the
interest thereon: (b) after execution of a contract of lease which is not a full faith and credit
general obligation of the Incorporating Unit as provided in Act 31 of the Public Acts of Michigan
(First Extra Session) :948, as amended, may be ordinance or resolution duly adopted by a
majority vote of the elected members of the Commission of the Authority issue its negotiable
bonds in anticipation of the contract obligations of Incorporating Unit to make cash rental
payments to thc Authority and may pledge the receipts from such payments for payment of said
bonds and the interest thereon; in both cases as provided by and subject to and in accordance with
Act 31 of the Public Acts of Michimtn (First Extra Session) 1948, as amended. Bonds shall not
be issued 1.11-&ss the property has been leased by the Authority to the Incorporating Unit for a
period extending beyond and the last maturity of the bonds and no maturity shall in any event be
more than forty (40) years from the date of the bonds. In addition, the Authority shall have the
power to ktikie such other bonds as it may be authorized to issue under the general laws of the
State of Michiean said bonds to be issued in accordance with and subject to the provisions of
such other laws. No bonds of the Authority shall he delivered to thC purchases thereof in any
event until such time as all rights of referendum with respect to said bonds or any contract
between the Authority and the incorporating Unit shall have expired without a referendum
petition being filed or, if a referendum petition is filed with respect thereto, until after an election
approving said contract or the issuance of the bonds as may be required by law shall have been
held and the same approved by a majority vote of the electors of the Incorporating Unit voting
thereon.
Section 2_ When all bonds issued pursuant to the provisions or the enabling Act under
which the Authority is iecorporated shall have been retired, the Authority shall convey tide to the
property acquired hereunder to the Incorporating Lnit in accordance with directions of the
governing body of the Incorporating Unit_
Section 3. All property owned by the Authority shall be exempt from taxation by the
State or any taxing Unit therein.
Section 4, The Authority shall possess all the powers necessary to carry out the purpose
of its incorporation. including the incidental power necessary thereto. The powers herein granted
shall be in addition to those granted by any statute or charter, and the enumeration of any power
either in these Articles of incorporation or in the enabling Act, shall not be construed as a
limitation upon such general powers.
Section ,'"ee The tents of the Authority shall be perpetual, or until terminated in
accordance with law and in any event shall not be less than or terminated prior to the time that all
bonds or other oblie.ations of the Authority are paid in full,
ARTICLE X
The powers of the Authority shall be exercised by its governing body which shall be
known as the "Commission" and shall consist of five members. Three members shall be
appointed by the Board of Commissioners of the County of Oakland, each of who shall hold
office for a term of three years, except that the terms of the commissioners first appointed shall
expire on December 31. 1966, December 31, 1967, and December 31, 1968, respectively and
thereafter each commissioner shall be appointed for a full three-year term beginning on January 1
of the first year of the term and expiring on December 31 on the last year thereof. The other two
members shall be the Oakland County Executive or. in his or her absence, a Designee (s) of the
County Executive, designated in writing to the Chairperson of the Building Authority and the
Oakland County Clerk at the yearly organization meeting of the Building Authority; and the
Oakland County 'l-reasurer or, in his or her absence, a Designee (s) of the Treasurer, designated in
writing to the Chairperson of the Building Authority and the Oakland County Clerk at the yearly
organizational meeting of the Building Authority. Each appointed Commissioner shall serve
during the term for which he was appointed and thereafter until his successor is appointed. No
member of the Board of Commissioners of the County of Oakland shall he eligible to
appointment or membership on the Commission, The officers of the Commission shall receive a
per diem as established by the Commission and approved by the Board of Commissioners of the
Incorporating Unit. The Commission in its discretion may authorize the payment of the actual
expenditures of any member incurred in connection with the business of the Authority. An
organizational meeting shall he hold in January each year and the Commission shall meet for such
purpose on the second Wednesday in January at 9:00 a.m. at the usual place of holding the
meetings of the Commission. Al such meeting the Commission shall select a Chairperson, a
Vice-Chairperson and a Secretary who shall be members of the Commission. The County
Treasurer shall be treasurer of the Authority. Such officers shall serve until the organization
meeting in the following year and until their respective successors shall be selected. The time
and place or all meetings shall be fixed and properly noticed and posted in accordance with Act
267 of the Public Act of 1976 as amended, also known as the Open Meetings Act, by a majority
of the members of the Commission and notice thereof served personally upon all members, at
least twenty-four hours prior to the time ol the holding of the meeting. No appointment to the
Commission and no election of an °nicer of the Commission shall be deemed to be invalid
because it was not made within or at the time specified in these Articles. Any appointed member
of the Commission may he remo‘ed for cause at any time by action of the Board of
Commissioners of Oakland Comity. Any officer of the Commission may be removed by action
of the commission.
ARTICLE XI
In event of a vacancy on the Commission. the Board of Commissioners of the County' of
Oakland shall till the vacancy for the unexpired term. In event of a vacancy in any office of the
Commission, such Vacancy shall be filled by the Commission for the unexpired term. In case of
the temporary absence or disability of Imy oftieer, the Commission may appoint some person to
temporarily act in his stead eNcept that in case of the temporary absence or disability of the
Chairperson, the vice Chairpersc.ni shall so act.
ARTICLE XI!
Meetings of the Commission shall he held semi-annually or more often if required, at such times
and places as shall be prescribed by resolution of the commission. Special meetings of the
Commission inay he called by the Chairperson or any two members thereof, by serving written
notice of the time, place and purpose thereof upon each member of the Commission personally,
or by leaving it at his place of residence at least twenty-four hours prior to the time of such
meeting, or by depositine, the same in a United States post office or mail box within the County of
Oakland, at least seventy-two hours prior to the time of such meeting, enclosed in a sealed
envelope properly addressed to him at his home or office address, with postage fully prepaid
thereon. Special meetings of the Commission at which all members are present shall be deemed
to be valid even though no written notice thereof may have been given as above provided. Any
member of the Commission may waive notice of any meeting either before or alter the holding
thereof. A majority of all members of the Commission shall be required for a quorum. The
Commission shall act by motion, resolution or ordinance. For the passage of any motion,
resolution or ordinance there shall be required the affirmative vote of a majority thereof, The
Commission shall have the right to adopt rules governing its procedure, provided the same are not
in conflict with the terms of any state statute or of these Articles. The Commission shall keep a
journal of its proceedings which shall be signed by the Chairperson and Secretary. All votes shall
be by yeas and nays. The journal shall show how each member voted. Each member shall be
required to vote upon all motions, resolutions and ordinances unless he shall be disqualified from
voting thereon. No member of the Commission shall vote upon any motion, resolution or
ordinance in which he has any personal interest. No commissioner shall be financially interested
in any contract ‘,N ith the Authority.
ARTICLE XIII
The Chairperson of the ('onimission shall be the presiding officer thereof. In the absence
or disability of the Chairperson.. the Vice Chairperson shall perform the duties of the Chairperson.
The Secretary shall be the recording officer of the Commission. The Treasurer shall be custodian
of the funds of the Authority. Hie Treasurer shali be the chief accounting officer of the Authority
and subject to die approval of the Commission may employ or designate such assistants as may
be necessary_ All moneys shall be deposited by the Treasurer in a bank or banks that have been
designated for funds of the Incorporating Unit. 'Fite Commission shall designate all payments to
be made by the Treasurer. The officers of the commission shall have such other powers and
duties as may he conferred upon them by the commission:
• .1,
ARTICLE XIV
The Commission shall have power to secure all necessary services to carry out the
functions of the Authority and to fi the compensation therefor. The Commission shall cause an
Annual Audit to be made of its financial transactions by a certified public accountant, which audit
shall be open to public inspection at all reasonable times.
ARTICLE XV
These Articles of Incorporation may be amended as provided by the act under which this
Authority is incorporated or any Other applicable state statute: Provided, that no such amendment
shall impair the obligation of any bond or other contract.
ARTICLE XVI
These Articles of' Incorporaton, upon their adoption by the Board of Commissioners of
said County of Oakland, shall be executed in duplicate for and on behalf of said County, by the
Chairman of said Board of Commissioners and the County Clerk of said County. Said duplicate
executed copies shall be delivered to the County Clerk of said County, who shall file one of said
executed copies in his office and the other with the Secretary of the Authority, when selected.
The said County Clerk shall cause a copy of these Articles of Incorporation to be published once
in the Oakland Press, a newspaper circulating within the County of Oakland. He shall file one
printed copy of these Articles of incorporation with the Secretary of State of the State of
Michigan and one printed copy thereof in his office. attached to each of which printed copies
shall be his certificate setting forth that the 5afTle is a true and complete copy of the original
Articles of Incorporation on tile ii his office,. and also the date and place of the publication
thereof. This Authority shall become effective upon the 15 th day of February, 1966.
The Board of Commissioners of the County of Oakland. State of Michigan, has adopted
these Articles of Incorporation (IN- the affirmative vote of the majority of its members elect, and in
witness thereof has caused the same to be executed for and on behalf of said County by the
Chairman of said Board of Commissioners and the County Clerk of said County, this le day of
February, 1966.
ARTICLE XVII
These Amendments to Articles of Incorporation, upon their adoption by the Board of
Commissioners of said County of (..)akland, shall be executed in duplicate for and on behalf of
said County by the Chairper(-Q of said Board of Commissioners and the County Clerk of said
County. Said duplicate executed copies shall be delivered to the County Clerk of said County,
who shall tile one of said executed copies in his office and the other with the Secretary of the
Authority. The said County Clerk shall cause a copy of these Amendments to Articles of
incorporation to he published once in the Oakland Press, a newspaper circulating within the
County of Oakland. Ile shall tile one printed copy of these Amendments to Articles of
Incorporation with the Secretary of State of the State of Michigan and one printed copy thereof in
his office, attached to each ofwhich printed copies shall be his certificate setting forth that the
same is a true and complete copy of the Amendments to Articles of Incorporation on file in his
office, and also the date and place of the publication thereof. These Amendments to Articles of
Incorporation shall become immediately effective.
Resolution #10098 May 5, 2010
*
Moved by Scott supported by Long to remove the resolution from the agenda and refer it back to the
Planning and Building Committee.
AYES: Gershenson, Gingell, Gosselln. Greimei, Hatched, Jackson, Jacobsen, Long, McGillivray,
Middleton, Nash. Potter, Potts, Runestad, Schwartz, Scott, Taub, Woodward, Zack, Bullard.
Burns, Cabello, Coleman. Coulter, Douglas. (25)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution was removed from the agenda and referred back
to the Planning and Building Committee.
11. •
Resolution #10098 June 9, 2010
Moved by Scott supported by Long the resolution be adopted.
Moved by Scott supported by Long the Planning and Building Committee Report be accepted.
A sufficient majority having voted in favor, the report was accepted.
Moved by Scott supported by Long the resolution be amended to coincide with the recommendation in
the Planning and Building Committee Report.
A sufficient majority having voted in favor, the amendment carried.
Vote on resolution, as amended:
AYES: Greimel, Hatchett, Jackson, Jacobsen, Long, McGillivray, Middleton, Nash. Potter, Potts,
Runestad, Schwartz, Scott, Taub. Woodward, Zack, Bullard, Burns, Capello, Coleman. Coulter,
Douglas, Gershenson, Gingell, Gosselin, (25)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution, as amended, was adopted.
HEREBY APPROVE THE FOREGOING RESOLUTION
ACTING PURSUANT 10 1973 PA 139
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true
and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on June 9,
2010, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 9th day of June, 2010.
eat
Ruth Johnson, County Clerk