HomeMy WebLinkAboutResolutions - 2012.05.17 - 20239REPORT (MISC. #12083) May 17, 2012
BY: GENERAL GOVERNMENT COMMITTEE — Christine Long, Chairperson
RE: MR #12083 — Board of Commissioners — Oakland County Art Institute
Authority
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The General Government Committee, having considered the above titled resolution
on May 2, 2012, hereby recommends that the resolution be adopted with the Articles of
Incorporation of the Oakland County Art Institute Authority, Article III, amended as follows.
ARTICLE HI — Board of Director
1. Appointments and Term of Office. The board of directors ("Board") shall consist of
five (5) voting members. The County Executive ("CE") for the County of Oakland shall appoint two
(2) members, who shall serve four (4) year terms. The Commission Chair of the Oakland County
Board of Commissioners shall appoint three (3) members, at least one of whom shall be
nominated by the minority caucus, who shall serve (2) year terms. The Oakland County Treasurer
shall serve as an ex-officio, non-voting member of the Board and shall be appointed Treasurer of the
Authority as provided in Article IV (4) below.
Chairperson, on behalf of the General Government Committee, I recommend
acceptance of the foregoing report.
GENERAL GOVERNMENT COMMITTEE
GENERAL GOVERNMENT COMMITTEE:
Ayes: Crawford, Gershenson, Hoffman, Hatchett, Nash, Quarles
Nays: Scott, Gosselin, Matis, Long
Motion carried.
Miscellaneous Resolution #12083
BY: THE OAKLAND COUNTY BOARD OF COMMISSIONERS, Chairman Michael J. Gingell,
District #3
RE: Board of Commissioners — Oakland County Art Institute Authority
TO: Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Detroit Institute of Arts Museum (DIA Museum), founded in 1885 as the Detroit
Museum, is one of the top six comprehensive fine arts museums in the United States; and
WHEREAS the DIA Museum is home to a priceless and irreplaceable world-class art collection
consisting of approximately 60,000 art objects housed in a 657,650 square foot facility boasting
90 galleries with 152,400 square feet of exhibition space that at any one time display 5,500
pieces of art; and
WHEREAS a viable, fully functioning DIA Museum is important to the business, educational and
cultural fabric of Southeast Michigan, is a notable resource in the recruitment of new businesses
and executives to the region and is an import business in its own right, attracting hundreds of
thousands of visitors annually, employing hundreds of area residents and spending a substantial
portion of its budget in the local Michigan economy; and
WHEREAS the DIA Museum provides educational programs for more than 45,000 students
annually and, in 2010 alone, hosted visits from 150 Oakland County Schools representing every
district in Oakland County; and
WHEREAS as a public-private partnership initially funded by the City of Detroit and later by the
State of Michigan, the DIA Museum's city, state and private sector revenues were severely and
adversely impacted by Michigan's decade-long recession, placing its future at risk; and
WHEREAS, recognizing the need to provide additional ways to raise revenues necessary to save
the cultural heritage embodied by the DIA Museum, the Michigan Legislature enacted 2010 PA
296, (Act 296), a law that provides for the establishment of an art institute authority by a county
board of commissioners and authorizing said art institute authority to place before voters the
question of whether the voters wish to provide revenue to an art institute services provider to be
used exclusively for the benefit of an art institute; and
WHEREAS the DIA Museum is operated pursuant to the terms and conditions of an Operating
Agreement between the City of Detroit and the Detroit Institute of Arts, Inc., which is a Michigan
not-for-profit corporation (the DIA) formerly known as the Founders Society Detroit Institute of
Arts, dated December 12, 1997; and
WHEREAS the DIA. Inc. is an art institute services provider as defined in Section 3(c) of Act 296;
and
WHEREAS to initiate the establishment of an art institute authority, articles of incorporation must
be prepared by a majority of the members of the county board of commissioners establishing the
authority, which articles or amendments, after first being published not less than once in a
newspaper generally circulated in the county, shall be adopted and may be amended by an
affirmative vote of a majority of the members of that board of commissioners; and
WHEREAS once established, if first authorized by a majority of the electors in the county, an
authority may levy a tax of not more than 0.2 mill for a period set by the authority that shall not
exceed 20 years on all the taxable property within the county for the purpose of providing revenue
to an art institute services provider that will be used exclusively for the benefit of the art institute
with respect to which the art institute services provider renders service; and
Miscellaneous DIA Resolution gdp d3 041212.doc 04/12/1
WHEREAS an art institute authority may not obtain an interest in real property or participate in
the governance of an art institute; and
WHEREAS an art institute authority must prepare budgets, obtain annual audits, report on the
audits and auditing procedures in the manner required under the uniform budgeting and
accounting act, 1968 PA 2, and those audits must be in accordance with generally accepted
governmental auditing standards as promulgated by the United.States general accounting office
and must satisfy federal regulations relating to federal grant compliance audit requirements; and
WHEREAS an art institute authority is governed by a board of' directors composed of an odd
number of members not exceeding 15, said members being appointed in a manner established in
the articles of incorporation adopted by the county board of commissioners; board members may
not receive compensation for services as a member of the board but are entitled to
reimbursement for reasonable expenses incurred in the discharge of his or her board duties and
the business of the authority must be conducted in compliance with the open meetings act, 1976
PA 267, and its records must be available in compliance with the freedom of information act,
1976 PA 442; and
WHEREAS the Oakland County Board of Commissioners wishes to establish the Oakland County
Art Institute Authority for the purpose of allowing the electors of Oakland County to decide
whether they wish to support the continued viability of the DIA by levying a tax not to exceed 0.2
mill for a period not to exceed 10 years; and
WHEREAS Act 296 mandates that if a majority of electors in a county approve a tax, the art
institute services provider must contract with the art institute authority to offer or to exercise its
best efforts to cause the art institute to offer preferences or benefits for the residents of a county
approving a tax that may include, but are not limited to: a) discounted admission fees; b)
discounted membership fees; c) discounts for school children and d) access to educational
programs.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
adopts the attached Articles of Incorporation establishing the Oakland County Art Institute
Authority.
BE IT FURTHER RESOLVED that the Oakland County Clerk is hereby directed to endorse upon
the articles the fact of their adoption by the Oakland County Board of Commissioners and shall
forthwith file a printed copy of the articles with the Secretary of State.
Mr. Chairperson, on behalf of the board of commissioners, we move the adoption of the foregoing
resolution.
Commissioner Mic6l J. Gingell, Ezi:drict 443
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ARTICLES OF INCORPORATION
OF THE
OAKLAND COUNTY ART INSTITUTE AUTHORITY
These Articles of Incorporation are executed by the County
Commission (Board of Commissioners) for the County of
Oakland ("Commission") to form a public corporate body pursuant
to and in accordance with the Art Institute Authorities Act, Act 296
of the Public Acts of 2010, MU 123.1201, et seq. (the "Act").
ARTICLE - Name
The name of the public corporate body is the Oakland County Art Institute Authority (the
"Authority").
ARTICLE II— PURPOSES
The purposes for which the Authority is Organized are to:
1. help support the Detroit Institute of Arts ("DlA") as a premier encyclopedic museum;
2. enhance the world-class art collection of the DIA;
3. contract for art institute services with an art institute services provider that provides
art institute services to a world-class art institution that will provide meaningful and
educational experiences involving the appreciation of an encyclopedic museum and
art institute.
4. engage in any activity and exercise any and all powers incidental or necessary for the
accomplishment of the purposes of the Act.
ARTICLE III — Board of Director
1. Appointments and Term of Office. The board of directors ("Board") shall consist
of five (5) voting members. The County Executive ("CE") for the County of Oakland shall
appoint two (2) members, who shall serve four (4) year terms. The Commission shall appoint
three (3) members, who shall serve (2) year terms. The Oakland County Treasurer shall serve as
an ex-officio, non-voting member of the Board and shall be appointed Treasurer of the Authority
as provided in Article IV (4) below.
2. Alternate Members. The CE and Commission may also appoint persons to serve
as alternate member(s) for each of the members they have appointed pursuant to Section 1 of this
Article. An alternate member appointed pursuant to this Section may serve as a voting member
of the Authority at any time the primary member is absent or when a vacancy exists in his/her
seat.
DIA Art 041412 GDP2 Page 1
Qualifications. Members shall meet the following qualifications:
(a) Each voting member shall be a resident of Oakland County, Michigan and
may not be an employee, director, officer, or elected or appointed official
of the City of Detroit, the Detroit Institute of Arts, or of any city, village,
township, county or state government(s); and
(b) Each member shall be at least 18 years of age.
4. Removal. The Commission may remove a member for good cause after a public
hearing.
5. Vacancies. A vacancy shall occur upon the happening of any of the events set
forth in Section 3 of 1846 RS 15, MCL 201.3; resignation of a member or removal by the
Commission. Vacancies shall be filled in the same manner the original appointment was made
and shall be for the period of the unexpired term of the replaced member.
6. Bylaws. The Board may adopt and amend bylaws ("Bylaws") to govern its
procedures and business affairs.
7. Voting. Except for the County Treasurer, each member shall be a voting member.
8. Quorum. A majority of the voting members of the Board shall constitute a
quorum for the purpose of conducting business and exercising the powers of the Authority. The
Board may transact business or take any action consistent with the Act and these Articles with an
affirmative vote of a majority of the voting Board members present.
9. Compensation. No member shall receive compensation for services rendered as a
member of the Board, except members are entitled to reimbursement for reasonable expenses,
including for travel previously authorized by the Board, incurred in the discharge of hisilier
duties.
ARTICLE IV — Officers
1. The Board shall elect a chairperson, secretary, • and other officers it deems
appropriate at its first meeting. Except as specifically set forth in these Articles, the
qualifications, powers, duties and terms of offices shall be set forth in the Bylaws. At any time
when Bylaws are not adopted, officers shall serve a term of one year or until their successors are
elected.
2. The Chairperson of theBoard shall preside at all meetings of the Board. The
Chairperson shall, under the direction of the Board, have the power, on behalf of the Board, to
perform all acts, execute and deliver all documents and take all steps that the Chairperson may
deem necessary or advisable in order to effectuate the actions and policies of the Board.
DIA Art 041412 GDP2 Page 2
3. The Secretary shall keep the minutes of all meetings of the Board and committees
thereof in books provided for that purpose. The Secretary shall do and perform such other duties
as may be fixed by or incidental to these Articles or the Bylaws, or as may be from time to time
assigned by the Board.
4. The Authority shall appoint the Oakland County Treasurer as the Treasurer of the
Authority. The Treasurer shall perform all acts incidental to the position of Treasurer as fixed by
or incidental to these Articles or the Bylaws or as may be from time to time assigned by the
Board.
ARTICLE V — Powers and Duties
1. The Authority is a public body corporate with the power to sue and be sued in any
court of the State of Michigan and is an authority under Section 6 of Article IX of the Michigan
Constitution of 1963.
2. The Authority shall have all powers necessary to carry out the purposes of its
formation and all things incident to carrying out the purposes of its formation, including those
powers specified by the Act and these Articles. The enumeration of specific powers shall not be
construed as a limitation on the general powers of the Authority.
3. The Authority may levy a tax of not more than 0.2 mill tor a period of not more
than 10 years on all of the taxable property within Oakland County for the purpose of providing
revenue to an art institute services provider that will he used exclusively for the benefit of the art
institute to which the art institute services provider renders services in accordance with MCL
123.1201, et seq.
4. Before a vote for a tax levy authorized under the Act occurs, or, if an initial art
institute services provider is replaced, before any funds are transferred under the Act to a
replacement art institute services provider, the art institute services provider shall enter into a
contract with the Authority requiring the art institute services provider to use the funds received
from the Authority exclusively to support the provision of art institute services to an art institute.
Art Institute services mean the operation or support of an art institution that is open to the
general
5. Within ten (10) business days of receipt, the Authority shall transfer all funds
received from the unit of government collecting a tax levied by the Authority, less the amount
necessary to fund the payment of obligations incurred by the Authority in accordance with the
Act, to the art institute services provider with which it has contracted.
6. The Authority's contract with the art institute services provider shall include
preferences or benefits for the residents of Oakland County who voted on and approved the tax
levied by the Authority. Preferences or benefits include, but are not limited to, discounted
admission fees, discounted membership fees, discounts for school children and access to
educational programs.
DIA Art 041412 GDP2 Page 3
7. The Authority may contract for or retain professional services or enter into
contracts incidental or necessary for the accomplishment of the Act.
8. The Authority shall reimburse all governmental units for actual costs incurred in
the election of a tax levied by the Authority, as required by the Act.
9. The Authority shall not obtain interest in real property.
10. The Authority shall not participate in the governance of an art institution.
11. The Board shall obtain an annual audit of the Authority, and shall report on the
audit and auditing procedures, as provided by Sections 6 to 13 of the Uniform Budgeting and
Accounting Act, 1968 PA 2, MCL 141.426 to 141..433. The audit shall also be in accordance
with generally accepted government auditing standards as promulgated by the United States
General Accounting Office and shall satisfy federal regulations relating to federal grant
compliance audit requirements.
12. The Authority shall prepare budgets and appropriations acts in the manner
provided by Sections 14 to 19 of the Uniform Budgeting and Accounting Act, 1968 PA 2, MCL
141.434 to 141.439.
13. If the Authority ends a fiscal year in a deficit condition, it shall file a :financial
plan to correct the deficit condition in the same manner as provided in Section 21(2) of the Glenn
Steil State Revenue Sharing Act of 1971, 1971 PA 140, MCL 141.921.
14. The Board may authorize funds of the Authority to be invested or deposited in
any investment or depository authorized under Section 1 of 1943 PA 20, MCL 129.91.
15. The Authority shall conduct its business at public meetings held in compliance
with the Open Meetings Act, 1976 PA 267, MCL 15.261 et seq.
16. Writings prepared, owned or used by the Authority in the performance of an
official function shall be made available in compliance with the Freedom of Information Act,
1876 PA 442, WI. 15.231 el seq.
17. Insurance; Indemnification; Immunities
A. The Authority, its Board members, employees, volunteers, and agents shall be
entitled to all privileges and immunities authorized by law for actions taken in good faith in the
course of and within the scope of their appointment or employment.
B. Authority Board appointees of the County Executive and Board of
Commissioners and authorized staff shall be covered by Oakland County resolutions and policies
governing liability insurance and indemnification.
DIA Art 041412 GDP2 Page 4
C. The Authority shall obtain all necessary and convenient insurance for Board members,
the expenses for which shall be paid by the Authority as a necessary and proper expense.
ARTICLE VI — Amendments to the Articles of Incorporation
These Articles of Incorporation may be amended by adoption of a resolution approving
the amendment by the Commission.
ARTICLE VII — Publication and Filing
These Articles or amendments to these Articles shall be published not less than once in a
newspaper generally circulated within Oakland County, prior to adoption by the Commission.
The County Clerk of the Oakland County ("Clerk") shall endorse the Articles and any
amendments to the Articles, as required by the Act. Upon adoption of these Articles or
amendments to these Articles, the Clerk shall file a printed copy with the Michigan Secretary of
State.
ARTICLE VIII — Dissolution of Authority
The Authority may be dissolved upon an affirmative vote of a majority of the members of
Commission.
ARTICLE IX — Term and Effectiveness
The term of existence of the Authority shall be perpetual or until terminated in
accordance with these Articles or law.
These Articles shall become effective and the Authority shall become operative upon
filing with the Michigan Secretary of State.
IN WITNESS WHEREOF, the County Commission of the Oakland County, Michigan
has executed and adopted these Articles of Incorporation on this day of
2012, as evidenced by Resolution.
DIA Art 041412 GDP2 Page 5
Resolution #12083 April 13, 2012
The Chairperson referred the resolution to the General Government Committee. There were no
objections.
Resolution #12083 May 17, 2012
Moved by Dwyer supported by Woodward the resolution be adopted.
Moved by Dwyer supported by Woodward the General Government Committee Report be accepted.
A sufficient majority having voted in favor, the report was accepted.
Moved by Dwyer supported by Woodward the resolution be amended to coincide with recommendation in
the General Government Committee Report
A sufficient majority having voted in favor, the amendment carried.
Discussion followed.
Moved by Scott supported by Gosselin to amend the resolution with Article III DIA ARTICLES OF
INCORPORATION May 17, 2012 ARTICLE III — Board of Director as follows:
ARTICLE III — Board of Director
1. Appointments and Term of Office. The board of directors ("Board") shall consist of five (5) voting
members. The County Executive ("CE") for the County of Oakland shall appoint two (2) members,
who shall serve four (4) year terms. The Chair of the Oakland County Board of Commissioners
shall appoint three (3) members, two of whom shall be nominated by the majority caucus
and one of whom shall be nominated by the minority caucus, who shall serve (2) year terms.
The Oakland County Treasurer shall serve as an ex-officio, non-voting member of the Board and
shall be appointed Treasurer of the Authority as provided in Article IV (4) below.
Discussion followed.
Vote on amendment:
AYES: Gosselin, Long, Nuccio, Runestad, Scott, Weipert, Bosnic. (7)
NAYS: Dwyer, Gershenson, Gingell, Hoffman, Jackson, Matis, McGillivray, Middleton, Nash,
Potts, Quarles, River, Taub, Woodward, Zack, Covey, Crawford. (17)
A sufficient majority having not voted in favor, the amendment failed.
Vote on resolution, as amended:
AYES: Gershenson, Gingell, Hoffman, Jackson, McGillivray, Nash, Potts, Quarles, River,
Weipert, Woodward, Zack, Covey, Crawford, Dwyer. (15)
NAYS: Gosselin, Long, Matis, Middleton, Nuccio, Runestad, Scott, Taub, Bosnic. (9)
A sufficient majority having voted in favor, the resolution, as amended, was adopted.
HERM THE FOREAG REM
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Bill Bullard Jr., 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 May 17,
2012, 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 171h day of May, 2012.
,Q4.
Bill Bullard Jr., Oakland County