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HomeMy WebLinkAboutResolutions - 1980.08.14 - 11810August 14, 1980 RESOLUTION NO 9500. RE: ARTICLES OF 'INCORPORATION FOR THE ECONOMIC DEVELOPMENT CORPORATION BY: .WILLIAM T. PATTERSON TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS MR. CHAIRMAN, LADIES AND GENTLEMEN: WHEREAS,- this Board of Commissioners has received an appli- cation for permission to incorporate the economic development corporation for the County of Oakland, pursuant to the Economic Deveopment Corporations Act, Act 338, Public Acts of 1974, as amended, and was requested, and has given public notice thereof, has invited competing applications, and has held a public hearing thereon; NOW THEREFORE BE IT RESOLVED by the Oakland County Board of Commissioners that: 1. The application of Kenneth Rogers, Earl A. Kreps and James D. Taylor, dated March 26, 1979, for permission to incor- porate the economic development corporation for the County of Oakland, Michigan, pursuant to Act 338, Public Acts of 1974, as amended, is hereby approved. 2. The corporation shall be known as The Economic Development Corporation of the County of Oakland". 3. The following :Articles of Incorporation of The Econbmic Development Corporation of the County of Oakland are hereby approved: ARTICLES OF INCORPORATION OF THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND, A PUBLIC CORPORATION The Articles of Incorporation are signed and ack- nowledged in duplicate by the incorporators for the purpose of forming a public economic development corporation pursu- ant to the provisions of Act No. 338 of the Public Acts of 1974, as amended, ARTICLE I NAME The name of the economic development corporation is THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND ("Corporation"). ARTICLE II PURPOSE The Corporation is organized and incorporated as authorized by and pursuant to Act No. 338 of the Public Acts of 1974, as amended ("Act"). The Purpose for which the Corporation is created is to perform essential public purpo- ses as an economic development corporation in accordance with the Act, as the Act may be amended from time to time, including particularly: to alleviate and prevent conditions of unemployment; to assist and retain local industries and commercial enterprises to strengthen and revitalize the economy of the County of Oakland and of the State of Michigan; to provide means and methods for the encouragement and assistance of industrial and commercial enterprises in locating ; purchasing, constructing, reconstructing, moderni- zing, improving, maintaining, repairing, furnishing, equip- ping, and expanding in the County of Oakland; to encourage the location and expansion of commercial enterprises to provide needed services and facilities of the commercial enterprises more conveniently to the County of Oakland and the residents thereof. ARTICLE III POWERS The Corporation shall be a body corporate with powers to sue and be sued in any court of the State of Michigan. In furtherance of its purpose the Corporation shall have all of the powers which are now or may hereafter be conferred on corporations organized pursuant to the Act and future amendments to the Act, including all powers nec- -2- essary to carry out the purpose of its incorporation and all powers incident thereto, and including but not limited to the following powers to: a. construct, acquire by gift or purchase, reconstruct, improve, main- tain, or repair Projects (as the word "project" is defined in the Act) and acquire the necessary lands for the site therefor; b. acquire by gift or purchase the necessary machinery, furnishings, and equipment for a Project; c. borrow money and issue its revenue bonds or revenue notes to fi- nance part or all of the cost of the acquisition, purchase, construction, reconstruction, or improvement of a Project or any part thereof, the cost of the acquisition and improvement of the necessary sites therefor, the acquisi- tion of machinery, furnishings, and equipment therefor, and the costs neces- sary or incidental to the borrowing of money and issuing of bonds or notes for such purposes; d. enter into leases, lease pur- chase agreements, or installment sales contracts with any person, firm or corporation for the use or sale of a Project; e. mortgage a Project in favor of any lender of money to the Corporation; f. sell and convey a Project or any part thereof for a price and at a time as the Corporation determines; and g. lend, grant, transfer, or convey funds as permitted by law, but subject to applicable restrictions affecting the use of such funds. ARTICLE IV BOARD OF DIRECTORS SECTION 1. Directors. The Board of Directors of the Corporation shall consist of not less than nine (9) persons, not more than three (3) of whom shall be an officer or employee of the County of Oakland. The County Executive and any member of the County Board of Commissioners may serve on the Board of Directors. The Directors shall be appointed by the County Executive, with the advice and consent of the County Board of Commissioners, as provided in -3- the Act. The Directors shall be appointed for terms of six (6) years, except of the Directors first appointed, four (4) shall be appointed for six (6) years, one (1) for five (5) years, one (1) for four (4) years, one (1) for three (3) years, one (1) for two (2) years and one (1) for one (1) year. SECTION 2. Additional Directors. Promptly after the Corporation notifies the County Executive in writing, the County Executive with the advice and consent of the County Board of Commissioners shall appoint two (2) addi- tional Directors to the Board of Directors of the Corpora- tion who shall serve only in respect to that Project and shall be representative of neighborhood residents and busi- ness interests likely to be affected by the Project proposed by the Corporation. Each of said additional Directors shall serve as Directors of the Corporation until the Project for which they are appointed is either abandoned or, if under- taken, is completed in accordance with the project plan, at which time each such Director shall cease to serve. SECTION 3. Public Meetings. The meetings of the Board of Directors shall be public. SECTION 4. Reappointment; Vacancy. A Director whose term of office has expired shall continue to hold office until his or her successor has been appointed with the advice and consent of the County Board of Commissioners. A Director may be reappointed with the advice and consent of the County Board of Commissioners to serve additional terms. If a vacancy is created by death or resignation or removal by operation of law, a successor shall' be appointed with the advice and consent of the County Board of Commissioners within thirty (30) days to hold office for the remainder of the term of office so vacated. SECTION 5. Removal. A Director may be removed from office for cause after a hearing by a majority vote of the County Board of Commissioners. ARTICLE V OFFICERS SECTION 1. The Board of Directors of the Corpora- tion, by an affirmative vote of a majority of its members shall elect as the officers of the Corporation, a Chairper- son, a Vice Chairperson and a Secretary. The office of the Treasurer of the Corporation shall be the duly elected and acting Treasurer of the County of Oakland. The officers, with the exception of the Treasurer, shall be elected an- nually by the Board of Directors at its annual meeting and shall hold office for a term of one (1) year and thereafter until his or her successor is elected and qualified, or until death, resignation or removal, provided that the first officers shall be elected at the first meeting of the Board of Directors. The officers shall be sworn to the faithful discharge of their duties. -4- SECTION 2. Chairperson. The Chairperson shall be the chief executive officer of the Corporation. The Chair- person shall preside at all meetings of the Directors, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. The Chairperson may execute with the Secretary or any other proper officer authorized by the Board of Directors, all bonds, notes, mortgages, conveyances and other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by these Articles, by the Bylaws of the Corporation or by statute to some other officer or agent of the Corporation. He or she shall be ex-officio a member of all standing committees, and shall have and exercise such other authority as is specifically granted from time to time by the Board. SECTION 3. Vice Chairperson, The Vice Chairper- son shall perform such duties as are delegated to him or her or by the Chairperson and shall, in the absence or in the event of the disability of the Chairperson, perform the duties and exercise the powers of the Chairperson. The Vice Chairperson shall perform such other duties as the Board of Directors shall prescribe. SECTION 4. Secretary. The Secretary shall be the recording officer of the Corporation, and shall attend all meetings of the Board, record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his or her signature or by the signature of the Treasurer. SECTION 5. Treasurer. The Treasurer shall have custody df the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation in such deposito- ries as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board. The Treasurer shall perform all acts incidental to the position of the Treasurer as assigned to the Treasurer from time to time by the Board of Direct- ors. The Treasurer shall give the Corporation a bond, if required by the Board, for the faithful performance of the duties of his office, the premium to be paid by the Corpora- tion. The Corporation shall reimburse the County of Oakland the actual costs for the services performed by the Treasur- er. SECTION 6. Removal. An officer may be removed by an affirmative vote of a majority of the Directors, with or without cause, whenever in the judgment of the Board of Directors the best interests of the Corporation would be served. -5- SECTION 7. Vacancy. A vacancy in any office because of death, resignation, removal or otherwise, may be filled by the Board of Directors at any meeting for the unexpired portion of the term of the office. SECTION 8. Compensation. Officers and/or Directors of the Corporation shall be reimbursed their actual expenses incurred in the performance of their offi- cial duties and shall receive a per diem in the amount established by the Oakland County Board of Commissioners, not exceeding Fifty ($50.00) Dollars per diem. ARTICLE VI BOOKS AND RECORDS The books and records of the Corporation and of the Directors, Officers and agents thereof shall be open to inspection and audit by the County of Oakland at all times. The Corporation shall submit an annual report to the Oakland County Board of Commissioners and the County Executive. ARTICLE VII LOCATION The location of the first office of the Corpora- tion is 1200 North Telegraph Road, Pontiac, Michigan 48053. ARTICLE VIII REGISTERED AGENT The name of the first resident agent of the Cor- poration is Robert P. Allen. ARTICLE IX NON-STOCK; ASSETS basis. ses is: The Corporation is organized upon a non-stock The amount of assets which said Corporation posses- 1) Real property: None 2) Personal property: None The Corporation will be financed from donations, gifts, grants, and devises, either solicited or unsolicited, ob- tained from public authorities, individuals, corporations and other organizations, by earnings from its activities, borrowings, and issuance of revenue bonds and notes. -6- ARTICLE X NET EARNINGS; DISSOLUTION No part of the net earnings of the Corporation, beyond that necessary for the retirement of indebtedness or to implement the public purposes or program of the County of Oakland, shall inure to the benefit of any person, firm or Corporation, other than the County of Oakland, except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its pur- poses. No member, officer or director of the Corporation nor any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in (in- cluding the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Upon the termination or dissolution of the Corpor- ation, after adequate provision has been made for all obli- gations of the Corporation, surplus earnings and all prop- erty and assets of the Corporation shall belong to and be paid only to the County of Oakland, Michigan, or its succes- sor. ARTICLE XI TERM The teLm of existence of the Corporation is per- petual or until dissolved in accordance with the Act. ARTICLE XII EFFECTIVE DATE OF CORPORATION The date upon which the Corporation shall become effective is March 26, 1979, or upon approval of these Arti- cles of Incorporation by resolution of the County Board of Commissioners, duly adopted, whichever last occurs. ARTICLE XIII PUBLICATION OF ARTICLES OF INCORPORATION These Articles of Incorporation shall be published in the Daily Tribune, a newspaper of general circulation in the County of Oakland. -7- 26th this ARTICLE XIV IN The names - and addresses of each of the incorpora- tors are as follows: 6395 Waterford Hill Terrace KENNETH ROGERS Waterford, Michigan 48095 2640 Garland Avenue EARL A. KREPS Sylvan Lake, Michigan 48053 70 Nantucket Drive :JAMES D. TAYLOR Bloomfield Hills, Michigan 48013 ARTICLE XV BYLAWS The Board of Directors, by an affirmative vote of a majority of its members shall approve Bylaws for the operation of the affairs of the Corporation which Bylaws shall be adopted by resolution of the County Board of Com- missioners. ARTICLE XVI AMENDMENT OF ARTICLES & BYLAWS The Articles of Incorporation and Bylaws of the Corporation may be amended by resolution of the County Board of Commissioners which resolution shall be filed with the secretary of state. The effect of an amendment may include the alteration or changing of the structure, organization, programs, or activities of the Corporation including the power to terminate the existence of the Corporation. How- ever, an amendment shall not impair the obligation of any bond or contract. We, the incorporators, sign our names day of March , 1979. August , 1980. 4. The Board of Commissioners authorizes the Clerk of the County of Oakland to file an executed original of this resolution with the Michigan Secretary of State. 5. The Board of Commissioners further authorizes the Clerk of the County of Oakland to file one executed set of said Articles in his office and the other executed set with the recording officer of said Economic Development Corporation. The County Clerk shall also be instructed to certify two printed copies of said Articles and file one such certified copy with the Secretary of State and one such certified copy in his office. 6. The Clerk of the County of Oakland shall cause said Articles of Incorporation to be published once in the Daily Tribune, the newspaper designated therein, accompanied , by the following: a. The notarized certificate of the County Clerk certifying that these Articles were approved by the Board of Commissioners of the County of Oakland, 'Oakland County, Michigan, at a meeting duly held on the 14th day of b. A Notice signed by the County Clerk stating: The right exists to question the incorporation in court as provided in Section 31 of Act 338, Public 'Acts of 1974, as amended. The validity of the incorporation shall be conclusively presumed unless questioned in a court of competent jurisdiction within 60 days ONG RESOLUTION Date after the filing of the certified copies of the Articles of incorporation with the secretary of state and the county clerk. 7. The Applicants, Kenneth Rogers, Earl A. Kreps and James D. Taylor are hereby authorized and directed to take such steps as arenecessary to perfect incorporation of The Economic Development Corporation of the County of Oakland pursuant to Act 338, Public Acts of 1974, as amended. 8. The invalidity of any section, clause or provision of this Resolution shall not affect the validity of any part of this resolution which can be given effect without such invalid provision. MR. CHAIRMAN, I move the adoption of the foregoing resolution. William T. Patterson August STATE OF MICHIGAN ) ) SS: COUNTY OF.OAKLAND ) I, the undersigned, the duly qualified and acting Clerk of the County of Oakland, Michigan, do hereby certify that the foregoing is a true and complete copy of the proceedings taken by the Board of Commissioners of rerjul a r the County of Oakland at a meeting held on the 14th day of , 1980, the original of which proceedings is on file in my office. Public notice of said meeting was given pursuant to and in com- pliance with Act 267, Public Acts of 1976, as amended. IN WITNESS WHEREOF, I have hereunto . affixed by official signature this 14th day of August , A.D. 1980, Oakland County Clerk Lynn D. Allen By................ Deputy Clerk #9500 August 14, 1980 Moved by Patterson supported by Montonte the resolution be adopted. AYES: Moxley, Murphy, Page, Patterson, Perinoff, Pernick, Peterson, Price, Roth, Wilcox, Aaron, Caddell, DiGiovanni, Doyon, Dunaskiss, Fortino, Gabler, Gorsline, Hobart, Kasper, McDonald, Moffitt, Montante, Moore. (24) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lynn D. Allen, Clerk of the County of Oakland and having a seal, do hereby certify that I have compared the annexed copy of Miscellaneous Resolution #9500 adopted by the Oakland County Board of Commissioners at their meeting held on August 14, 1980 with the original record thereof now remaining in my office, and that it is a true and correct transcript therefrom, and of the whole thereof. In Testimony Whereof, T. have hereunto set my hand and affixed the seal of said County at Pontiac, Michigan 14th August 80 this .....................day of Lynn D. Allen ......................Clerk