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HomeMy WebLinkAboutResolutions - 1987.10.08 - 18056September 3, 1987 RESOLUTION NO. ,.87222_ RE: BUILDING AUTHORITY - AMENDMENTS TO ARTICLES OF INCORPORATION BY: GENERAL GOVERNMENT COMMITTEE, CHAIRPERSON RICHARD G. SKARRITT TO OAKLAND COUNTY BOARD OF COMMISSIONERS MR. CHAIRPERSON, LADIES AND GENTLEMEN: WHEREAS, the Oakland County Building Authority was established by the then Oakland County :oard of Supervisors by Miscellaneous Resolution No. 4534, adopted February 6, 1966; by certain Articles of Incorporation for the Oakland County Building Authority, said Articles of Incorporation being adopted pursuant to and in accordance with Act 31 of the Public Acts of Michigan, 1948 (First Extra Session), as amended, and each of the same have been published and filed with the County Clerk and the Secretary of the State of Michigan, as provided in said Act 31 of the Public Acts of Michiaan, 1948 (First Extra Session), as amended; and WHEREAS, Act 31 of the Public Acts of -Michigan, 1948 (First Extra Session), as amended, has been amended with res'pect to the powers of the Authority and the County of Oakland and it is accordingly necessary to amend the Articles of Incorporation of the Oakland County Building Authority in order to bring said Articles of Incorporation into .compliance with Act 31 of the Public Acts of Michigan, 1948 (First Extra Session), as amended; NOW, THEREFORE, BE IT RESOLVED THAT: 7 The attached Amendments to Articles of Incorporation • of the :Oakland County Building Authority are hereby approved and adopted and the Chairperson of the County Board of Commissioners and the County Clerk ai7e hereby authorized and directed to execute said Amendments torticies of Incorporation for and on behalf of the County, and to retain one copy of the same in the office of the County Clerk for the County of Oakland and one copy with the Secretary of the Oakland Count Building — Authority, to which should be attached certified copies of this resolution. 2. The County Clerk is hereby directed to cause a copy of the Amendments to Articles of Incorporation to be published once in the Oakland Press and Daily Tribune being newspapers circulating within the County cf Oakland, said publication to be accompanied by a statement that the right exists to question the Amendments to the Articles of Incorporation, as provided in Section 6 of Act 32 of the Public Acts of Michigan, 1948 (First Extra Session), as amended, said notice to be in substantially the form attached to this resolution. 3. The County Clerk shall, in accordance with Section 6 of Act 31 of the Public Acts of Michigan, 1948 (First Extra Session), as amended, file one printed copy of the Amendments to Articles of Incorporation in his or her office and one printed copy of the Amendments to Articles of Incorporation with the Secretary of State and the County Clerk shall file one printed copy of the Amendments to Articles of Incorbeication with the Secretary of the Commission of the Building Authority, each of said printed copies to have attached thereto a certificate of the County Clerk setting forth that the Amendments to Articles of Incorporation are a true and complete copy of the Amendments to Articles of Incorporation on file in his or her office and which certificate shall also set forth the date and place of publication thereof. 4. All resolutions and parts of resolutions insofar as they conflict with the provisions to this resolution be and the same hereby are rescinded. The General Governmen Committee by its Chairperson, here hi moves adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE HEvsy APPROVE THE FOREGo'rc .P.--nC`,LLTON Da—nIeI -r-Murphy, eci.unt'y EXec:utikte / REPORT BY : Planning & Building Committee, Anne M. Hobart-Chairperson IN RE: MR 87222 Building Authority-Amendments to Articles of Incorporation To the Oakland County Board of Commissioners Mr. Chairperson, Ladies and Gentlemen: The Planning and Building Committee, having reviewed the above referenced resolution, reports with the recommendation that the resolution be adopted. Mr. Chairperson, on behalf of the Planning and Building Committee, I move acceptance of the foregoing report. 7 Planning and Building Committee AMENDMENTS TO ARTICLES OF INCORPORATION OF OAKLAND COUNTY BUILDING AUTHORITY The following Articles and Sections of Articles of Incorporation of Oakland County Building Authority are amended in accordance with Section 10 of Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended, to provide as follows: 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, recrea- tional facilities, stadiums and the necessary site or sites therefor, together with appurtenant properties and facilities necessary or convenient for the effective use thereof, for use for any legitimate public purpose of the County of Oakland, and in general to carry on any business in connection therewith and incident thereto not forbidden by the laws of the State of Michigan. 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 (50) years from the day of issuance of the refunding bonds, which contracts may be either a full faith and credit general obligation of the Incorporating 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 Unit 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 for 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 but not limited to casualty that results in the property being untenantable. The Incorporating Unit shall have such rights to sublet or assign property leased 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, auto- mobile parking lots or structures, recreational facilities 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 same the Authority, (a) after execution and delivery of a full faith and credit general obligation contract of lease, as provided in Act 31 of -2-- 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 Incor- porating Unit 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 Incor- porating 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; in both cases as provided by and subject to and in accordance with Act 31 of the Public Acts of Michigan (First Extra Session) 1948, as amended. Bonds shall not be issued unless the property has been leased by the Authority to the Incorporating Unit for a period extending beyond 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 issue such other bonds as it may be authorized to issue under the general laws of the State of Michigan said bonds to be issued in accordance with and subject to the provisions of such other laws. No bonds of the Authority shall be delivered to the purchasers 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 Incor- porating 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 -3-- 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 of the enabling Act under which the Authority is incorporated shall have been retired, the Authority shall convey title to the property acquired hereunder to the Incorporating Unit 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 5. The term of the Authority shall be perpetual, or until ter- minated in accordance with law and in any event shall not be less than or terminated prior to the time that all bonds or other obligations 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 three members to be appointed by the Board of Commissioners of the County of Oakland, each of whom 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. Thereafter -4- 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. Each 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 be 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. At the first meeting of each fiscal year, 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 of all meetings shall be fixed 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 of the holding of the meeting. No appointment to the Commission and no election of an officer of the Commission shall be deemed to be invalid because it was not made within or at the time specified in these Articles. Any member of the Commission may be removed for cause at any time by action of the Board of Commissioners of Oakland County. 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 fill the vacancy for the unexpired term. In event -5- 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 any officer, the Commission may appoint some person to temporarily act in his stead except that in case of the temporary absence or disability of the Chairperson, the Vice Chairperson shall so act. ARTICLE XIII The Chairperson of the Commission 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. The Treasurer shall be the chief accounting officer of the Authority and subject to the 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 Incor- porating Unit. The 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 be conferred upon them by the Commission. ARTICLE XVII These Amendments to Articles of Incorporation, 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 Chairperson 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. The said County Clerk shall cause a copy of these Amendments to Articles of -6- (SEAL) Incorporation to be published once in the Oakland Press and Daily Tribune, newspapers circulating within the County of Oakland. He shall file 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 of which 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. IN WITNESS WHEREOF, the Incorporating Unit, the County of Oakland, has adopted and authorized to be executed these Amendments to Articles of Incor- poration on behalf of said County, a public corporation of the State of Michigan, by the Chairperson and Clerk of the County of Oakland. COUNTY OF OAKLAND -7- The foregoing Amendments to Articles of Incorporation were adopted by the Oakland County Board of Commissioners at a meeting duly held on the 8th day of October , 1987. Dated: October 8, , 1987 8th day of AO October 987 ALLEN Counfry Clerk/Register of Deeds # 87222 October 8, 1987 Moved by Skarritt supported by Hobart the Planning and Building Committee Report be accepted. A sufficient majority having voted therefor, the report was accepted. Moved by Skarritt supported by Wilcox the resolution be adopted. AYES: Law, Luxon, McConnell, McDonald, Angus McPherson, Rue] McPherson, Moffitt, Page, Pernick, Price, Rewold, Rowland, Skarritt, Wilcox, Aaron, Calandro, Crake, Gosling, Hobart, Jensen, Richard Kuhn, Susan Kuhn, Lanni. (23) NAYS: None. (0) A sufficient majority having voted therefor, the resolution, with the Planning and Building Committee Report attached, was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lynn D. Allen, Clerk of the County of Oakland and having a do hereby certify that I have compared the annexed copy of this Miscellaneous Resolution adopted by the Oakland County Board of Commissioner,-, at their meeting held on October 8, 1987 with the orginial record thereof now remaining in my offic that it is a true and correct transcript therefrom, and of th(=, whole thereof, In Testimony Whereof, I have hereunto set my hand and affixed seal of said County at Pontiac, Michigan this