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HomeMy WebLinkAboutResolutions - 1980.06.19 - 12014-r. tA) June 19, 1980 MISCELLANEOUS RESOLUTION # BY: PUBLIC SERVICES COMMITTEE - Henry William Hoot, Chairperson IN RE: BY-LAWS OF THE ECONOMIC DEVELOPMENT CORPORATION TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS MR. CHAIRPERSON, LADIES AND GENTLEMEN: WHEREAS, the Oakland County Board of Commissioners by Miscellaneous Resolution #9299 established the Economic Development Corporation of the County of Oakland; and WHEREAS, it is necessary that the Economic Development Corporation have By-Laws; and WHEREAS, the attached By-Laws have been approved by the Board of Directors of the Economic Development Corporation; and WHEREAS, the By-Laws must be approved by the Oakland County Board of Commissioners. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners does hereby approve the By-Laws of the Economic Development Corporation of the County of Oakland. MR. CHAIRPERSON, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE 9475 7,= vnrvi....APPP...OVE THE r;0715G0iNG RESOLUTICNN' - // BY-LAWS OF THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND ARTICLE I Offices Section 1. Registered Office. The Corporation shall have and continuously maintain in the State of Michigan a registered office, and a registered agent whose office is identical to such registered office, as required by the statutes of the State of Michigan. The registered office may be, but need not be, iden- tical with the principal office in the State of Michigan, and the address of the registered office and the registered agent may be changed from time to time by the Board of Directors. Unless and until so changed, the registered office of the Corporation is 1200 North Telegraph Road, Pontiac, Michigan 48053. Section 2. Other Offices. The Corporation may have such other offices as the Board of Directors may determine, or the affairs of the Corporation may require from time to time. ARTICLE II Board of Directors Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Section 2. Annual Meeting. An annual meeting of the Board of Directors shall be held on the Third Tuesday in the month of January in each year beginning with the year 1981, at the hour of 10:00 o'clock A.M., for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If the election of officers shall not be held on the day designated herein for any annual meeting or any adjournment thereof, the Board of Directors shall cause the election to be held at a regular or special meeting of the Board of Directors as soon thereafter as conveniently may be. Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time as the Board of Directors determines at its annual meeting. No further notice of the regular meetings of the Board shall be required to be given to the Directors. Within ten (10) days after the annual meeting, public notice, as herein provided, will be posted stating the dates and times of the Directors' regular meetings for the remainder of the year. If there is a change in the schedule of regular meetings, there shall be posted, as herein provided, within three (3) days after the meeting at which the change is made, a public notice stating the new dates and times of its regular meetings. Section . 4, Special Meetings, Special Meetings of the Board of Directors may be called by or at the request of the Chairperson, the Secretary or any two Directors. The Secretary shall give notice of the time and place of such meeting and said notice is to be posted pursuant to Section 7(e). Section 5. Notice of Special Meetings .. Notice of any special meeting of the Directors shall be given by written notice delivered Personally or sent by telegram at least three (3) days previous thereto or sent by mail at least four (4) days previous thereto to each Director at his or her address as shown in the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the tele- gram has been delivered to the telegraph company. Section 6. Waiver. Any Director may waive notice of any • meeting either before or after such meeting. Attendance of a Director at a meeting constitutes waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless otherwise required by these by-laws. Section 7. Public Notice. (a) A public notice shall always contain the name of the Corporation, its telephone number if one exists, its registered office and the date, time, and place of any meeting announced therein. (b) A public notice for the Corporation shall always be posted at its registered office and the offices of the County of Oakland if these are different. (c) Upon the written request of an individual, organization, firm, or corporation, and upon the requesting party's payment of a yearly fee of not more than the reasonable estimated cost for printing and postage of such notices, the Corporation stall send to the requesting party by first class mail a copy of any notice required to be posted. (d) Upon written request, the Corporation, at the same time a public notice of a meeting is posted, shall pro- vide a copy of the public notice of that meeting to any newspaper published in the state and to any radio and television station located in the state, free of charge. (e) Public notice of rescheduled regular or special meetings of the Directors shall be posted at least 18 hours before the meeting. Any meeting recessed for more than 36 hours shall be reconvened only after such noice. Nothing in this section shall bar the Directors from meeting in emergency session in the event a severe and imminent threat to the health, safety or welfare of the public when two-thirds of the Directors serving decide that delay would be detrimental to efforts to lessen or respond to the threat. Section 8. Public Meetings. (a) All meetings of the Directors shall be open to the public and shall be held at 1200 North Telegraph Road, Pontiac, Michigan 48053. All persons shall be permitted to attend any meeting except as otherwise provided in Section 9. (b) All decisions of the Directors shall be made at a meeting open to the public. (c) All deliberations of the Directors constituting a quorum of its members shall take place at a meeting open to the public except as otherwise provided in Section 9. (d) A person shall not be required as a condition to attendance at a meeting of the Directors to register or otherwise provide his name or other information or otherwise to fulfill a condition precedent to attendance. (e) A person shall be permitted to address a meeting of the Directors under rules to be established and re- corded by the Directors. (f) A person shall not be excluded from a meeting of the Directors except for a breach of the peace actually committed at the meeting. Section 9. Closed Meetings. The Directors may meet in closed session only for the following purposes: (a) To consider the dismissal, suspension, or disci- plining of, or to hear complaints or charges brought against, a Corporation officer, employee, staff member, or individual agent, when the named person requests a closed hearing. (b) For strategy and negotiation sessions connected with the negotiation of a collective bargaining agreement when either negotiating party requests a closed hearing. (c) To consider the purchase or lease of real property up to the time an option to purchase or lease that real property is obtained. (d) To consult with its attorney regarding trial or settlement strategy in connection with specific pending litigation, but only when an open meeting would have a detrimental financial effect on the litigating or settle- ment position of the Corporation. (e) To review the specific contents of an application for employment or appointment to a public office when the candidate requests that the application remain con- fidential. However, all interviews by the Directors for employment or appointment to a public office shall be held in an open meeting. (f) A two-thirds (2/3) roll call vote of members appointed and serving shall be required to call a closed session ex- cept when it involves a Corporation officer, employee, staff member or individual agent. Section 10. Minutes of Meetings. - (a) The corporation shall keep minutes of each meeting showing the date, time, place, members present, members absent, any decisions made at a meeting open to the public, and the purposes for which a closed session is held. The minutes shall include all roll call votes taken at the meeting. ITO 3 (b) Minutes shall be public records open to public inspection and shall be available at the address designated on posted public notices pursuant to Section 9. Copies of the minutes shall be available to the public at the reasonably estimated cost for printing and copying. (c) Proposed minutes shall be available for public inspection not more than eight (8) business days after the meeting to which the minutes refer. Ap- proved minutes shall be available for public inspection not later than five (5) business days after the meeting at which the minutes are approved by the Directors. Section 11. Quorum and Voting. A majority of the members of the Board then in office shall constitute a quorum for the trans- action of business. The vote of a majority of the members present at a meeting at which a quorum is present shall constitute the action of the Board of Directors unless the vote of the larger number is required by statute, the Articles of Incorporation or elsewhere in these Bylaws. ARTICLE III Committees Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors present at any meeting, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees shall have and exercise such authority as shall be granted to them by such resolution; provided such committee shall not have any power or authority reserved to the Board of Directors by the Articles, Bylaws, statutes or other law; provided further that said committee shall not amend the Articles of Incorporation, adopt an agreement of merger or consolidation or an agreement for the sale, lease or exchange of all, or substantially all of the Corporation's property and assets, dissolve the Corporation, or amend the Bylaws of the Corporation. All actions by the committee shall be subject to approval by the Board of Directors. Except as otherwise provided in such resolution, the members of such committee shall be Directors of the Corporation and the Chairperson shall appoint the members thereof. Any member may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the Corporation shall be served by such removal. Section 2. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be re- moved from such committee, or unless such member shall cease to qualify as a member thereof. Section 3. Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof. Section I. Quorum. Unless otherwise provided in the resolu- tion of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. 11n1.1. ARTICLE IV Contracts, Checks, Deposits and Funds Section I. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by the Articles of Incor- poration or these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 2. Checks and Drafts. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer. Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select. Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or de- vise for the general purposes or for any special purpose of the Corporation. ARTICLE V Books and Records The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the regis- tered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Cor- poration may be inspected by any Director, or his or her agent or attorney for any proper purpose at any reasonable time. ARTICLE VT Fiscal Year The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year. ARTICLE VII Seal The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal". ARTICLE VIII Conflict of Interest and Disclosure Section 1. Subject to Section 2 of this Article, a Director, officer or employee of the Corporation shall not: 5 /M. 6 (a) Be a party, directly or indirectly to any con- tract between himself or herself and the Corporation; or (b) Directly or indirectly solicit any contract be- tween the Corporation and (1) himself or herself; (2) any firm (meaning a co-partnership or other unincor- porated association) of which he or she is a partner, member or employee; (3) any private corporation in which he or she is a stockholder owning more than 1% of the total outstanding stock of any class where such stock is not listed on a stock exchange or stock with a present total market value in excess of $25,000.00 where such stock is listed on a stock exchange or of which he or she is a director, officer or employee; or (4) any trust of which he or she is a beneficiary or trustee; nor shall he or she take any part in the negotiations for such a contract or the renegotiation thereof or amendment thereto or in the approval thereof; nor shall he or she represent either party in the transaction.• Section 2. A Director, officer or employee of the Corpor- ation shall not be subject to Section 1 of this Article with respect to any contract described in Section 1, provided: (a) The Director, officer or employee is not paid for working more than an average of 25 hours per week for any public entity, including the State of Michigan, all agencies thereof, any public body corporate with the State, including all agencies thereof, or any non- incorporated public body within the State of whatever nature, including all agencies thereof, (b) The Director, officer or employee discloses his or her pecuniary interest in the contract to the Corporation; and (c) The contract is approved by a vote of two-thirds (2/3) of the Board of Directors without the vote of any interested Director. Section 3. A Director shall: (a) Promptly disclose to the Corporation any direct interest in any matter before the Corporation prior to the Corporation taking any action with respect to such matter; and (b) Refrain from participation in the Corporation's proceedings relating to the matter. Section 4. All disclosures pursuant to Sections 2 and 3 of this Article shall be made a matter of record in the official proceedings of the Corporation. ARTICLE IX Reporting, Public Access to Records Section 1. The Corporation shall report to the Oakland County Board of Commissioners and the County Executive after its annual 7 meeting, which report shall fully describe the activities of the Corporation including a statement of all revenues and expenditures since the previous report. Section 2. The financial records, accountings, audit reports, and other reports of public moneys under the control of the Cor- poration shall be public records and open to inspection. Section 3. The Corporation shall Publish in the Oakland Press, a newspaper of general circulation in the County of Oakland, not more than 120 days after the conclusion of the Corporation's operating year a statement of all of its revenues and expenditures for the year and shall distribute copies of the report upon request. ARTICLE X Amendments to Bylaws Amendments to these Bylaws may be approved by a majority of the Directors present at any regular meeting or at any special meeting, if at leave five (5) days written notice is given of intention to amend these Bylaws at such meeting. ARTICLE XI Compensation Officers and/or Directors shall receive a per diem as may be established from time to time by the Oakland County Board of Commissioners for other boards and commissions in the County and in no event shall the per diem exceed Fifty ($50.00) Dollars per diem. CERTIFICATION I hereby certify that the above Bylaws were adopted on the 19th day of June , 1980, by Resolution of the Board of Commissioners of the County of Oakland which Resolution took effect on June 19 , 1980. Clerk of the County of Oakland #9475 June 19, 1380 Moved by Patterson supported by Fortino the resolution be adopted. AYES: Moore, Moxley, Murphy, Page, Patterson, Perinoff, Pernick, Price, Roth, Wilcox Aaron, Caddell, Doyon, Dunaskiss, Fortino, Gabler, Hobart, Lewand, Moffitt, Montante. (20) NAYS: DiGiovanni. (1) A sufficient majorlty having voted therefor, the resolution was adopted'. STATE OF MICHIGAN) COUNTY OF OAKLAND) 1, 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 #9475 adopted by the Oakland County Board of • aaaaaaaaaaaaaaaa • •••••••••• ••••' aaa 00• 00 aaaaaaaaaaaaaaaaaaaaaaaaaaaa 00000 di Commissioners at their meeting held on June 19, 1980 •00•••••••00000•••••• •••00•0000•••••00000.000•• •0-0 0000•00•00•0•00 0 0 I•00 00 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, I have hereunto set my hand and affixed the seal of said County at Pontiac, Michigan this aaa .day of Lynn D. Allen........ ..... ----Clerk By..... .......... ........ .... Deputy Clerk