HomeMy WebLinkAboutResolutions - 1982.02.04 - 13513February 4, 1982
Miscellaneous Resolution No. 82030
Public Services Committee, James E. Lanni, Chairperson
By:
In re: Amendment of Articles of Incorporation for the Economic Development
Corporation of the County of Oakland
To the Oakland County Board of Commissioners
Mr . Chairperson, Ladies and Gentlemen :
WHEREAS, this Board of Commissioners has been requested by the Economic
Development Corporation of the County of Oakland to amend its Articles of Incorpora-
tion so as to create the office of Assistant Secretary.
NOW THEREFORE BE IT RESOLVED by the Oakland County Board of Commissioners:
1. Article V of the Articles of Incorporation of the Economic Development Corporation
of the County of Oakland shall be amended to read as follows:
ARTICLE V
OFFICERS
SECTION 1. The Board of Directors of the Corporation, by an affirmative
vote of a majority of its members, shall elect as the officers of the Corporation a
Chairperson, a Vice Chairperson, a Secretary and an Assistant 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 annually by the Board of Directors at its annual meeting and shall hold
office for a term of one (1) year and thereafer 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.
SECTION 2. Chairperson. The Chairperson shall be the chief executive officer of the
Corporation. The Chairperson 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 or in his absence, the Vice Chairperson or Treasurer, may execute with
the Secretary, Assistant 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 Chairperson shall perform such duties as are
delegated to him or her 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.
I
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, by the siqnature of the Assistant Secretary or
by the signature of the Treasurer.
. The Assistant Secretary shall perform such duties as are delegated
to him or her bY the Secretary and shall, in the absence or in the
event of the disability of the Secretary, perform the duties and
exercise the powers of the Secretary. The Assistant Secretary shall
perform such other duties as the Board of Directors shall Prescribe.
SECTION 6. Treasurer. The Treasurer shall have custody of 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 depositories 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 Directors. 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 Corporation. The Corporation shall reimburse the County
of Oakland the actual costs for the services performed by the
Treasurer.
SECTION 7. 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.
SECTION 8. 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 9. Compensation. Officers and/or Directors of the Corporation
shall be reimbursed their actual expenses incurred in the performance
of their official 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.
2. 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 and an executed copy with the recording
officer of said Economic Development Corporation and an executed copy
in his office, attached to each of which shall be his certificate
setting forth that the same is
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a true and complete copy of the resolution amending the Articles of
Incorporation of said Economic Development Corporation.
3. The Clerk of the County of Oakland shall cause a copy
of this Resolution to be published once in the Daily Tribune, the
newspaper designated in the Articles of Incorporation of the
Economic Development- Corporation of the County of Oakland, accom-
panied by the following:
a. The notarized certificate of the County Clerk
certifying that this Resolution amending Article V of the Articles
of Incorporation of said Economic Development Corporation was
adopted by the Board of Commissioners of the County of Oakland,
Oakland County, Michigan, at a meeting duly held on the 4th day of
February, 1982 .
b. A Notice signed by the County Clerk stating:
The right exists to question the amendment in court as provided in
Section 31 of Act 338, Public Acts of 1974, as amended. The validity
of the amendment shall be conclusively presumed unless questioned in
a court of competent jurisdiction within 60 days after the filing of
certified copies of the Resolution with the Secretary of State and
the County Clerk.
Resolution.
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4. 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
I HEREBY APPROVE THE FOREGOING RESOLUTION
#82030
February 4, 1982
Moved by Lanni supported by Jackson the resolution be adopted.
AYES: Jackson, Lanni, Moffitt, Montante, Moore, Olsen, Page, Pernick,
Peterson, Price, Whitlock, Wilcox, Aaron, Caddell, Cagney, Calandro, Doyon,
Fortino,
Geary, Gosling. (20)
NAYS: Perinoff. (1)
A sufficient majority 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
Mlscellaneous Resolution #82030 adopted by the Oakland County Board of
Commissioners at their meeting held on February 4, 1982
with the orginial 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 4th day of February 1982
LYNN D. ALLEN
County Clerk/Register of Deeds