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HomeMy WebLinkAboutResolutions - 2006.10.19 - 28293October 19, 2006 MISCELLANEOUS RESOLUTIONI06202 BY: Planning and Building Committee, Charles E. Palmer, Chair IN RE: RESOLUTION APPROVING AN AMENDMENT TO ARTICLE III, ARTICLE X AND ARTICLE XII OF THE ARTICLES OF INCORPORATION OF THE OAKLAND COUNTY BUILDING AUTHORITY TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS, the Board of Commissioners of the County of Oakland (the "County") has created and established an authority under the provisions of Act 31 of the Public Acts of Michigan of 1948 (First Extra Session), as amended known as the Oakland County Building Authority (the "Authority"); and WHEREAS, the Board of Commissioners of the County deems it advisable and in the best interest of the County to amend the Articles of Incorporation to acknowledge the ability of the Authority to finance a project to benefit a city, village or township so long as the County is using such project; to permit semi-annual rather than require monthly meetings of the Commission of the Authority; and to provide for an organizational meeting each January; and WHEREAS, an Amendment to the Articles of Incorporation has been prepared in accordance with said Act and carefully reviewed by the Board of Commissioners: NOW, THEREFORE, BE IT RESOLVED BY ?HE BOARD OF COMMISSIONERS OF THE COUNTY OF OAKLAND, as follows: 1. The attached Amendment to the Articles of Incorporation of the Oakland County Building Authority is hereby approved and adopted. 2. The Chairperson of the Board of Commissioners and the County Clerk are hereby authorized and directed to execute said Amendment to the Articles of Incorporation for and on behalf of the County. 3. The County Clerk shall take such steps as are necessary under the provisions of State law to perfect the Amendment to the Articles of Incorporation of the Authority, including having the notice of adoption of the Amendment published in The Oakland Press. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE Planning & Building Committee Vote: Motion carried unanimously on a roll call vote AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE OAKLAND COUNTY BUILDING AUTHORITY The following Articles of the Articles of Incorporation of the Oakland County Building Authority are amended or added in accordance with Section 10 of Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended (the "Enabling Act"), 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, recreational facilities, stadiums and the necessary sire 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. In the execution of its powers, where possible, the Authority may finance any facility which may be financed for the County of Oakland in such a way as to benefit any city, village or township in the County of Oakland so long as such a facility is also being used by the County of Oakland or a agency to which the County of Oakland appropriates funds to satisfy a county obligation to provide certain services. 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 five members. Three members shall 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 and thereafter 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. The other two members shall be the Oakland County Executive or, in his or her absence, a Designee(s) of the County Executive, designated in writing to the Chairperson of the Building Authority and the Oakland County Clerk at the yearly organization meeting of the Building Authority; and the Oakland County Treasurer or, in his or her absence, a Designee (s) of the Treasurer, designated in writing to the Chairperson of the Building Authority and the Oakland County Clerk at the yearly organizational meeting of the Building Authority. Each appointed Commissioner shall serve during the term for which he or she was appointed and thereafter until his or her 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. An organizational meeting shall be held in January each year and the Commission shall meet for such purpose on the second Tuesday in January at 9:00 a.m. at the usual place of holding the meetings of the Commission. At such meeting 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 and properly noticed and posted in accordance with Act 267 of the Public Acts of 1976, as amended, also known as The Open Meetings Act 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 appointed 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 XII Meetings of the Commission shall be held semi-annually or more often if required at such times and places as shall be prescribed by resolution of the Commission. Special meetings of the Commission may be called by the Chairperson or any two members thereof, by serving written notice of the time, place and purpose thereof upon each member of the Commission personally, or by leaving it at his place of residence at least twenty-four hours prior to the time of such meeting, or by depositing the same in a United States post office or mail box within the County of Oakland, at least seventy-two hours prior to the time of such meeting, enclosed in a sealed envelope properly addressed to him at his home or office address, with postage fully prepaid thereon. Special meetings of the Commission at which all members are present shall be deemed to be valid even though no written notice thereof may have been 2 given as above provided. Any member of the Commission may waive notice of any meeting either before or after the holding thereof. A majority of all members of the Commission shall be required for a quorum. The Commission shall act by motion, resolution or ordinance. For the passage of any motion, resolution or ordinance there shall be required the affirmative vote of three members thereof. The Commission shall have the right to adopt rules governing its procedure, provided the same are not in conflict with the terms of any state statute or of these Articles. The Commission shall keep a journal of its proceedings which shall be signed by the Chairperson and Secretary. All votes shall be by yeas and nays. The journal shall show how each member voted. Each member shall be required to vote upon all motions, resolutions and ordinances unless he shall be disqualified from voting thereon. No member of the Commission shall vote upon any motion, resolution or ordinance in which he has any personal interest. No commissioner shall be financially interested in any contract with the Authority. Notice of all meetings shall be posted where the notice of Board of Commissioners meetings are posted. No provision contained in this Amendment to the Articles of Incorporation shall impair the obligation of any bond or contract which has been authorized or delivered prior to the effective date hereof. This Amendment to the Articles of Incorporation shall become effective on, and be in full force and effect from and after, the date of their adoption by the Board of Commissioners of the County. IN WITNESS WHEREOF, the Incorporating Unit has adopted and authorized to be executed this Amendment to the Articles of Incorporation on behalf of the County of Oakland, a public corporation of the State of Michigan, by the Chairperson of its Board of Commissioners and its County Clerk. By: Bill Bullard, Jr. Chairperson By: Ruth A. Johnson County Clerk 3 NOTICE OF ADOPTION OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE OAKLAND COUNTY BUILDING AUTHORITY TO: ALL OF THE RESIDENTS AND TAXPAYERS OF THE COUNTY OF OAKLAND, MICHIGAN NOTICE IS HEREBY GIVEN that the Board of Commissioners of the County of Oakland has adopted an Amendment to the Articles of Incorporation of the Oakland County Building Authority, pursuant to the provisions of Act No. 31, Public Acts of Michigan, 1948, (First Extra Session), as amended ("Act 31"). NOTICE IS FURTHER GIVEN THAT, PURSUANT TO THE PROVISIONS OF SECTION 6 OF ACT 31, THERE EXISTS THE RIGHT TO QUESTION THE AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE OAKLAND COUNTY BUILDING AUTHORITY IN A COURT OF COMPETENT JURISDICTION WITHIN 60 DAYS AFTER THE FILING OF CERTIFIED COPIES OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION WITH THE SECRETARY OF STATE AND IN THE OFFICE OF THE OAKLAND COUNTY CLERK AND THAT THE VALIDITY OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION SHALL BE CONCLUSIVELY PRESUMED UNLESS QUESTIONED IN A COURT OF COMPETENT JURISDICTION WITHIN 60 DAYS AFTER SUCH CERTIFIED COPIES HAVE BEEN SO FILED. THE AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE OAKLAND COUNTY BUILDING AUTHORITY SO ADOPTED PROVIDE AS FOLLOWS: AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE OAKLAND COUNTY BUILDING AUTHORITY The following Article of the Ar7.icles of Incorporation of the Oakland Co ..mty Building Authority are amended or added in accordance with Section 10 of Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended (the "Enabling Act"), 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 1 structures, recreational 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. In the execution of its powers, where possible, the Authority may finance any facility which may be financed for the County of Oakland in such a way as to benefit any city, village or township in the County of Oakland so long as such a facility is also being used by the County of Oakland or a agency to which the County of Oakland appropriates funds to satisfy a county obligation to provide certain services. 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 five members. Three members shall 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 and thereafter 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. The other two members shall be the Oakland County Executive or, in his or her absence, a Designee(s) of the County Executive, designated in writing to the Chairperson of the Building Authority and the Oakland County Clerk at the yearly organization meeting of the Building Authority; and the Oakland County Treasurer or, in his or her absence, a Designee (s) of the Treasurer, designated in writing to the Chairperson of the Building Authority and the Oakland County Clerk at the yearly organizational meeting of the Building Authority. Each appointed Commissioner shall serve during the term for which he or she was appointed and thereafter until his or her 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. An organizational meeting shall be held in January each year and the Commission shall meet for such purpose on the second Tuesday in January at 9:00 a.m. at the usual place of holding the meetings of the Commission. At such meeting 2 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 and properly noticed and posted in accordance with Act 267 of the Public Acts of 1976, as amended, also known as The Open Meetings Act 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 appointed 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 XII Meetings of the Commission shall be held semi-annually or more often if required at such times and places as shall be prescribed by resolution of the Commission. Special meetings of the Commission may be called by the Chairperson or any two members thereof, by serving written notice of the time, place and purpose thereof upon each member of the Commission personally, or by leaving it at his place of residence at least twenty-four hours prior to the time of such meeting, or by depositing the same in a United States post office or mail box within the County of Oakland, at least seventy-two hours prior to the time of such meeting, enclosed in a sealed envelope properly addressed to him at his home or office address, with postage fully prepaid thereon. Special meetings of the Commission at which all members are present shall be deemed to be valid even though no written notice thereof may have been given as above provided. Any member of the Commission may waive notice of any meeting either before or after the holding thereof. A majority of all members of the Commission shall be required for a quorum. The Commission shall act by motion, resolution or ordinance. For the passage of any motion, resolution or ordinance there shall be required the affirmative vote of three members thereof. The Commission shall have the right to adopt rules governing its procedure, provided the same are not in conflict with the terms of any state statute or of these Articles. The Commission shall Keep a journal of its proceedings which shall be signed by the Chairperson and Secretary. All votes shall be by yeas and nays. The journal shall show how each member voted. Each member shall be required to 3 vote upon all motions, resolutions and ordinances unless he shall be disqualified from voting thereon. No member of the Commission shall vote upon any motion, resolution or ordinance in which he has any personal interest. No commissioner shall be financially interested in any contract with the Authority. Notice of all meetings shall be posted where the notice of Board of Commissioners meetings are posed. No provision contained in this Amendment to the Articles of Incorporation shall impair the obligation of any bond or contract which has been authorized or delivered prior to the effective date hereof. This Amendment to the Articles of Incorporation shall become effective on, and be in full force and effect from and after, the date of their adoption by the Board of Commissioners of the County. IN WITNESS WHEREOF, the Incorporating Unit has adopted and authorized to be executed this Amendment to the Articles of Incorpora t ion on behalf of the County of Oakland, a public corporation of the State of Michigan, by the Chairperson of its Board of Commissioners and its County Clerk. By: Bill Bullard, Jr. Chairperson By: Ruth Johnson County Clerk Date: , 2006 4 CERTIFICATE OF COUNTY CLERK I, Ruth A. Johnson, County Clerk of the County of Oakland, Michigan ("the County"), hereby certify that: 1. The attached printed copy of the Amendment to the Articles of Incorporation of the Oakland County Building Authority, is a true and complete copy of the original Amendment to the Articles of Incorporation on file in my office as County Clerk, the same having been adopted by the Board of Commissioners of the County at a meeting duly convened and held wiTh proper notice as provided by law on , 2006. 2. The Amendment to the Articles of Incorporation of the Oakland County Building Authority were published in the form attached hereto on in The Oakland Press, a newspaper of general circulation within the County printed and published in Pontiac, Michigan, together with a statement that the right exists to question the adoption of the Amendment to the Articles of Incorporation of the OAKLAND COUNTY BUILDING AUTHORITY, as provided in Section 6 of Act No. 31, Public Acts of Michigan, 1948 (First Extra Session), as amended. Dated: , 2006 Ruth A. Johnson, Oakland County Clerk 5 Ruth Johnson, County Clerk Resolution #06202 October 19, 2006 Moved by Palmer supported by Coleman the resolutions (with fiscal notes attached) on the Consent Agenda, be adopted. AYES: Coleman, Coulter, Crawford, Douglas, Gershenson, Gregory, Jamian, KowaII, Long, Melton, Middleton, Molnar, Moss, Nash, Palmer, Rogers, Scott, Suarez, Wilson, Woodward, Zack, Bullard. (22) NAY: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda, were adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson, 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 October 19, 2006, 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 19th day of October, 2006.