HomeMy WebLinkAboutResolutions - 2008.05.14 - 9544MISCELLANEOUS RESOLUTION # 08090 May 14, 2008
Br General Government Committee. Christine A. Long, Chairperson
IN RE: BOARD OF COMMISSIONERS - OAKLAND COUNTY ZOOLOGICAL
AUTHORITY ARTICLES OF INCORPORATION AND AUTHORIZATION TO UTILIZE
PROPERTY TAX PROVISIONS OF 2008, PUBLIC ACT 49 ON THE AUGUST 5, 2008
PRIMARY BALLOT
To the Oakland County Board of Commissioners
Chairperson, Ladies, and Gentleman:
WHEREAS 2008 Public Act 49 (the "Act") provides that a county may form a
Zoological Authority by adoption of Articles of Incorporation upon an affirmative vote of a
majority of the members of the county board of commissioner& and
WHEREAS the County of Oakland, by approval of this resolution adopting the Articles
of Incorporation attached hereto as EXHIBIT A (the "Articles of Incorporation"), desires to
incorporate the Oakland County Zoological Authority (the "Authority") for the purpose of
establishing a Zoological Authority: and
WHEREAS the County of Oakland ("County") desires to allow for the option of
continuing zoological services for the s:udents, residents, and visitors of Oakland County.
NOW THEREFORE BE IT RESOLVED that:
1, The Oakland County Board of Commissioners hereby initiates the establishment of
a Zoological Authority and approves the adoption of the Articles of Incorporation of
the Oakland County Zoological Authority attached hereto as Exhibit A.
The Chairperson of the Oakland County Board of Commissioners is authorized
and directed to execute the Articles of incorporation on behalf of the County and to
take all actions required or permitted by the County Board of Commissioners by
the Articles of Incorporation.
3. The County Clerk is directed to file a copy of the Articles of Incorporation with the
Secretary of State as required by the Act.
4. The Oakland County Board of Commissioners authorizes the Authority to utilize
the property tax provisions of the Act to place before the electors of Oakland
County at the Primary Election on August 5. 2008, the proposition of establishing a
0.1 millage rate (10 cents per $1,000 taxable value) on real and personal property
for ten (10) years, being years 2008 through 2017, to support zoological services
to benefit the residents of Oakland County
5. The County Clerk is directed to do all things necessary for the placing of this
question on the ballot as required by law.
Chairperson, we move the adoption of the foregoing resolution.
GENERAL GOVERNMENT CIOMMITTEE
GENERAL GOVERNMENT COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Long and kowall voting no.
EXHIBIT A
AR:ICLES OF LI
OY THE
OAKLAND COUNTY ZOOLOGICAL AUTHORITY
These Articles of Tn::cr-prritinn are executed and adopted by
the Oakland County Board of Commissioners (Board) pursuant
to Act 49, Public Acts of Yichigan 20:), ("Act"), for the
purpose of PstahThqhng. a Zoological Authority under Section
6 of Article IX of the State r_nnkHtinn of 1963.
ARTICLE :
Name
The name of the nn7rmin- and authority is the Oakland
County Zoological Authority (the "Authcrity",.
ARTICLE
Incorporating Unit
The incorporating unit of the Authority is the County of
Oakland, a municipal corporation of the State of Michigan.
ARTICLE
Purposes
The Purposes for which the Authority is organized are as
follows:
A. To contract for zoological servicec with an accredited
zoological irstl -!-uffion to the extent authorized by
these Articles and to levy a tax as authorized by
Section 13 of the Act; to enter into contracts
incidental or necessary for the accomplishment of the
purposes of the Ac'.:.; to contract for or retain
Frofessiona -
B. To conduct any and all such activities and exercise any
and all such power. as are authorized by the Act and
Articles of Incorporation which are necessary or
convenient to th ,e achievement of the foregoing and in
furtherance of the purposes of the Authority.
ARTICLE IV
Zcoioqical Aut.noIity Area
The territory encompassed within the boundaries of the
County of Oakland, State of Michigan, shall comprise the
area of the Auther.ity .
ARTICLE V
POWERS, DU=IES, AND LIM.7 -2ATIONS
Section 1 - As provided in the Act, the Authority is a
public body corporate with power to s .,te and be sued in any
court of the State of Michigan as authorized by law and
shall be considered to be an agency and instrumentality of
the State of Michigan.
Section 2 - The Authority shall have all powers necessary to
carry out the purposes of its formation and all things
incident to carrying out the purpose of its formation,
including those specific bowers specIfied by the Act, except
as limited heren, and the power to provide, or cause to be
provided, zoological services within the Zoological
Authority area. The enumeration of specific powers in these
articles shall not be construed as a lialitation on the
general powers of a gt -rn authority under Section 6
of Article IX of the :77tate rnliqt 4 tnr'n.-1 of 1963.
Section 3 - The Authority shall have the power to enter into
an agreement with the Detroit Zoological Society, a Michigan
nonprofit corporation the "Society"), to provide, or cause
to be provided, zoological services within the Authority
Area.
Section 4 - Taxes; Expenses; Transfer of Proceeds
Subject to the conditions and limitations in these Articles,
the Authority may levy a tax as provided in Section 13 of
2008 Public Act 49.
A. The Authority and an ccredited zoological institution
shall enter into a contract for zcolocical services
before any vote for a tax levy -,.;1-.ar Section 13 of 2008
Public Act 49
B. Proceeds from a tax levied pursuant to this section
shall first be used to pay the necessary and reasonable
expenses of the Auth o rity, includinT but not limited
to: Authority operatin=7 .7xpcnses; expenses
incurred in relation to elections under Sections 13 and
21 of the Act and costs of insurance, legal, auditing
and other profF,r-igil services.
C. Within 10 busir.,:sn days of tnt r ,E.7eint of the funds
from the local prc)er'_y tax collc-ctnr7, unit for a tax
levied under this Act, the Authority shall cause tne
funds received, less expenses identified in Article
V.4.2, to be transferred to the contracted accredited
zoological
Section 5 - The Authority shall not contract with the
Detroit Zoological Society and/or any other accredited
zoological institution without having first received from
the Society and/or such other accredited zoological
inRtitutinn a binding contractual commitment to provide,
within one year of any contracting, a ceee'''ed financial
audit and/or performance audit of the society and/or such
other institutir- Tha pafameters oi any performance audit
shall be set by the Oakland County Ecard of Commissioners or
any subsequrntly to 1).: formed Board of Commissioners
Zoological Authoeity Task Force, said audits to be paid for
by the Society and/ce such other accredited zoological
institution.
Section f - The Authorey shall not utilize the property tax
provisions of the Act without first obtaining the approval
of the Oakland County Board of Commissioners, separately for
each proposed ballot proposal, both as to the amount and
duration of any levy. Said approval shall be evidenced by
affirmative vote of a mafority of the mcmbers elected to and
serving on the County Board of Commissioners.
Section 7 - The Authoii:y may levy a tax as provided in 2008
Public Act 49.
Section 8 - The Authority shall inclu de in any contract or
other agreement with the Detroit Zee1ee7ical Society
provisions stating that any such contract is immediately
terminated withoee penalty to the Autnerity as of the date
the management agleement between the City of Detroit and the
Detroit Zoological Society dated on or about March 1, 2006,
entitled "MEMORANDIN OF AMEEMENT" is terminated for any
reason including bat not limited to termination as described
in Sections 7.5 or 7. of the March 1, 2006, Memorandum of
Agreement. The Authority nay not contract with the Detroit
Zoological Society in the absence of a binding management
agreement aut -rInrzi7--;4 tne Society to manage and operate the
City of Detroit Zoo under the terms and conditions set forth
in Section III of the March 1, 20D6, Xemorandum of
Agreement.
Section 9 - The Authority sha:1 have the power to finance
the cost of any election called by the Authority from any
funds available to the Authority foi which such use is not
prohibited by law. The Authority shall have the obligation
to reimburse the county and municipalieies conducting
elections for the act u al coats incurred in any election for
a tax under Section 1'3 of the Act.
Section 10 - Prior to any election oropusing a tax levy in
support of the Authozity, the Authority chall enter into a
contract with the County ot Oakland requiring the Authority
to reimburse the Col;,:y of Oakland and the local
yuvlimelit_al units withln Oaklant County for all costs
incurred in connection with the election.
Section 11 - The shall have the power to jointly
exercise with any other bublic agency any power, privilege,
or authority that they share in common and that each may
exercise stparately. A joint exercise .1-1 power may be made
by the Authority's apbroval of a contract or contracts in
the form of an inter-local agreement under the "Jrban
rnnnPratic)r Act, Ma, 124.501 et sea. Said agreements may
provide for the creation of separate 1,.=gal or administrative
entities to administor or execute the agreement. Members
appointed to or serving on the governing body of an entity
described in this section ha11 nct be requlred to
relinquish their office or employment by reason of such
service.
Section 12 - Insuranc; :ndemnificationi :mmunities
A. The Authority, -3oard members, employees,
volunteers, and ac.,:lta shall be entitled to all
privileges and immunities au:hu:L'iLzed by law for actions
taken in c=d fai'.._11 in the course of and within the
scope of their appointment or emPoyment.
B. Authority.13oard apoointees of ...the County Executive and
Board of Commis:aloners shall be covered by Oakland
County resolutions and policies cloverning liability
insurance and indemnification.
C. The Authority shell obtain all necessary and convenient
insurance for Board members and Authority employees,
the expenses fcr which shall be naid by the Authority
as a necessary i.nd proper expense under Article V.4.B.
Section 13 - Unless povided otherwise by these Articles, no
enumeration of powers in these Articles shall in any way
limit or restrict- the general power of the Authority as
provided by law.
ARTICLE VI
Memtrs and Voting Rights
Section 1 - Votinq Members
The Authority shall be !:cmposed of the following voting
members:
A. Two members shall be appointed by the County Executive
and serve a two-year term.
B. Three members, who shall serve one year terms, shall be
appointed by the Chairperson of the Oakland County
Board of Commissioners, subject to the consent of the
Oakland County -2oard of Commissioners.
C. The Chairperson cf :ne Board of 17=mmissioners and the
County Executive mcty also appoint -persons to serve as
alternate member R' for ea -z1I- of the members they have
appointed pursuant to Section 1 of this Article. Ali
alternate member a -,,,Tuintea pursuant to this Section may
serve as a votin member of he A,;:hority at any time
the primary member is absent ol when a vacancy exists
in his/her seat.
D. Members and alternate members apochted -Pursuant to
this Section stall be persons who ai'e residents of the
County of Oakland, State of Michic;an, and may not be
employees, directors, officers, c'r elected or appointed
officials of the City of Detroit, the Detroit
zoological Society, or of Wayne. Xacomb or Oakland
County government Ks).
Section 2 - Vacancies; Removal from Office
A. A vacancy occurs on the Authority on the happening of
any of the events zet forth in Section 3 of 184C RS 15,
MCL 201.3 as amended.
B. The County Executive or Board of Commissioners shall
fill a vacancy of an Authoiity member in the manner
provided for original apnointmens in Section 1 of this
article.
Members of the Authority may be r•oved by the County
Board of Commissioners tor u:03!:1 case after a public
hearing.
Section 3 - Quorum; Adoption of Bylaws; and Transaction of
Business
A. A majority of eiee members of the Authority serving ds
voting members pursuant to Sectieh 1 of Article VI, or
their alternates, shall constieuee a quorum for the
trensaeeioe of business.
3. Unless a different voting requirement is required by
the Act, :hese Articles, or Aetnoeity bylaws, the
Authority may act to adopt or amend bylaws and rules of
procedure governieve its meetin7s and to transact any
business of the Authority or take any action with an
affirmative vote of a majority of all members. .
C. A member of the Authority shall not receive
compensation for services but is entitled to
reimbursement for reasonable expenees, including
expenses for trevel previously authorized by the
Authority, and incurred in the diecharge of his or her
duties.
D. The businesz.: that the Authority may perform shall be
conducted at a re:.blie meeeieee of the Authority held in
compliance with the Open Meetines Act, 1976 PA 267, MCL
15.261 to 15.27. Public notice of the time, date, and
place of the meeeinq shall be geven in the manner
required by the Open Xeetings Act, 1976 PA 267, MCL
15.261 to 15.275e
E. A writing prepared, awned, or used by the Authority in
the performance of an official function shall be made
available in compliance with the Freedom of Information
Act, 1976 PA 442, MCL 15.231 to 15.246.
F. The Authority Tay adept bylaws to eovern its
proceduree.
Section 4 - Amendment s ee the Art'cleo of Tnr,nyrnrai-inr
A. These Articles may be amended by - an atfirmative vote of
a majority of the Oakland County -2e,ard of Commissioners
and the written a'eel-oval of the Dee.land County
Executive.
B. Before the proeoeed amendments to the Articles are
adopted by the Eeerd of CommisEieners, the amendments
shall be pubLiel..ed not less than once in a newspaper
generally clreulate6 in the coeney.
ARTICLE VII
Officere end Chief Operaterg Officer
Section 1 - At its first meeting the Aethority shall elect,
by a vote of the majority of the Auehorley voting members,
one voting member to serve as C'-..aipp7.snn, one as Secretary,
and one as Treasure l of :he Authofiey. Except as otherwise
qpecHfienlly set foreh in these Articles, the
rinallficlatinns, powers, cueies, and 'Tee= of office of the
rherpernele, Secretary, and Trcasurer ehall be as set forth
in the Bylaws of the Authority. At any time when Bylaws
have not been adopeede eha eerve a term of two
years or until their successors are elected.
Section 2 - The Cnalrpereen of the Authority shall preside
at all meetings. The ipro ena --, under the direction
of the Authority, execute and deliver all documents and take
all steps that the Chairperson may deem necessary or
advisable to effectuate the actions ana policies of the
Authority.
Section 3 - The Secretary shall keep the minutes of all
meetings of the Aeeherity and committees thereof in a format
accessible for review by the Authority and the public. The
Secretary shall de and perform seen •tner duties as are
incidental to these Articles or the Bylaws of the Authority.
Section 4 - The Treeserer shall perfore all acts incidental
to the Position of treasurer as are incidental to these
Articles or the Bylawe of the Authority.
Section 5 - The Authority may appoint e member of the
Authority or another nereen to be en Executive Director and
the principal edministrater for the Authority. The Executive
Director may in and execute all bondo, contracts, checks,
and other obligations in the name of the Aetnority when so
authorized by the Authority. The Execetive Director shall
have power over the eaeaement of the properties and
business of the Authority and emPloyeee thereof, and shall
direct the enforcement of all resolutions, rules, and
regulations of the Authority. With the epproval of the
Authority, the Executive Director shall have the authority
to appoint such employees and agents ae necessary to carry
out the purposes of the Authority under the general policy
direction of the Authority. The Executive Director shall
perform such other duties as may be fixed by or incidental
to these Articles or the Bylaws of the Authority. The
Executive Director shall serve at the pleasure of the
Authority.
Section 6 - The booke and records of the Authority shall be
open to inspection and audit by duly aethorized
rpnrpRpni-tivec of each member, the County of Oakland, and
the State of Michigan at all reasoha -zle times.
ARTICLE VIII
AUDITS, 12=TS, DEFIC:TS, DEPOSITS
Section 1 - The Authority shall obtain an annual audit and
report on the audit and auditing trocedures in the manner
provided by Sections 6 to 13 of the Uniform Budgeting and
Accounting Act, 1968 PA 2, MCI 142.426 to 141.433. The audit
shall also be in accordance with generally accepted
government auditing :Ttandards as Promulgated by the United
States General Accountability Office and shall satisfy
federal regulations :elating to federal gran: compliance
audit requirements.
Section 2 - The A7.1thrity shall prepare budaets and
.prprnpriAtinflA acts in the manner provided by Sections 14 to
19 of the Uniform Pud -Jeting aria Accounting Act, 1968 PA 2,
MCI 141.434 to 141.429.
Section 3 - The state reasurer, the attorney general, a
attorney, bank, certified nubile accountant,
certified public accounting firm, or other person shall have
the samu powers, duties, and immunities with respect to the
Authority as provided for local unit n Sections 6 to 20 of
the Uniform Budgeting and Accounting 2.958 PA 2, MCL
141.426 to 141.440.
Section 4 - If the Authority ends a fl,3cal yeur in a deficit
condition, the Authority shall file a financial plan to
correct the deficit condition in the sa.T.e manner as provided
in Section 21(2) of the Slenn Steil State Revenue Sharing
Act of 1971, 1971 PA/i3, XCL 141.921.
Section 5 - The Authority may authc2fize funds of the
Authority to be invested or deposited in any investment or
depository authorized under Section 1 of 1343 PA 20, MCL
129.91.
ARTICLE IX
PuWirt-inn and ..--intincr of Articles of LaaarporRtinn
Upon approval by the r.oard, the County Clerk of the County
of Oakland (the'County Clerk") shoil endorse these Articles
in subni-]Ally the form required by the Act and cause a
copy of these Artiole=,; of -TInnypn----nr. to ha filed with the
Secretary of State as provided by cation 7 of the Act. The
County Clerk shalli responsible for any other pilctions
and filings required by the Act.
ARTICLE X
Ter 7 and D154.qcfn -inr
Section 1 - The term of existence of tbe Authority shall be
perpetual or until •.:rminatec, in acccraance with this
Article or as otherwise provided by law.
Section 2 - The AllthcLity shall terminate moon the adoption
of a resolution of termination by ma:-..rity of the Oakland
County Board of Commissl ,cnei. However, :f the Board of
Commissioners vol..cs terminate tne Authority under this
seL.:tion and all of th: apply: a tax levy has
been authorized "„„nc.:-. 13 of Act; and (b) a
contract for zcolcica= :',=ices has been entered into; and
(c) said contract heu% been terminated, the tax shall
continue to bc levied in the Authority area for whichever is
shorter: the time period originally ahorized for the levy
or the term of the c:ntratt.
Section 4 - These Articles shall become effective and the
Authority shall -Deco operative upon the filing of these
articles with the Sueretary of State by the County Clerk as
provided under SectL0:1 7 of the Act.
IN WITNESS WHEREOF, the Cnairpersor of the Oakland County
Board of Commissioner has executed these Articles of
771:-nrpnratinn on the day of
2008.
THE COUNTY OF OAKLAN:
By:
sill Bullard, Jr., Chairperson
Oakland County Board of Commissioners
DRAFT BALLOT PROPOSAL - August 5, 2008 Primary Election
OAKLAND COUNTY ZOOLOGICAL AUTHORITY
The Oakland County Zoological Authority was established
pursuant to Public Act 49 of 2008, and formed to allow for continuing
zoological services for the students, residents and visitors of Oakland
County. The law allows the Authority to seek authorization from the
electors to levy a tax of not more than 0.1 mill (10 cents per $1,000 of
taxable value) on real and personal property to provide revenue for
this purpose. Accordingly, to continue providing zoological services
to benefit the residents of the County, shall a 0.1 mill on all of the
taxable property located within the County be imposed for a period of
ten (10) years, being years 2008 through 2017. It is estimated that if
approved and levied, this new nnillage will generate approximately
$6,474,597.63 in 2008,
Shall this proposal be adopted?
YES
NO
May 14, 2008 Resolution #08090
Moved by Potts supported by Zack the resolution be adopted.
Moved by Douglas supported by Long the resolution be amended as follows:
NOW THEREFORE BE IT RESOLVED that;
1• The Oakland County Boarc of Commissioners hereby initiates the establishment of a
Zoological Authority and approves the Articles of Incorporation cf the Oakland_ County Zoological
Authority attached hereto as Exn±bit A.
2. The Chairperson of the Oakland County Board of Commissioners is authorized and directed to
execute the Articles of rcorporation on behalf of the County and to take all actions required or
permitted by the County Board of Commissioners by the Articles of incorporation.
3, The County Clerk is directed to fie a copy of the Artices of Incorporation with the Secretary of
State as reouired by the Act.
4. The Oakland. county Board of Commissioners authorizes the Authority to Utilize the property
tax provisions of the act to place before the electors of Oakand County at the Primary General
Election on August 5, 2008, November 4, 2008, the proposition of establishing a 0.1 millage rate
(10 cents per $1,000 taxable value) on real and personal property for ten (10) six (6) years, being
years 2008 through 201-7-, 2013 to support zoological services to benefit the residents of Oakland
County.
5. The County Clerk directed to do all things necessary for the placing of this question on the
ballot as required by law.
Discussion followed.
Vote on amendment:
AYES: Douglas, Gosselln, Kowail, Long. Scott. (5)
NAYS: Burns, Coleman, Cooler, Crawford, Gershenson, angel', Gregory. Grelmel, latchett,
Jacoosen, Middleton, Nash, Potter, Potts, Spector, W000ward, Zack. Bullard. (18)
A sufficient majority not having voted in favor. the amenOment failed
Discussion followed.
Vote on resolution:
AYES; Coleman, Coulter, Crawford, Gershenson, Ginge Gregory, Greimel, Hatchett, Jacobsen.
Middleton, Nash, Potter, Potts. Spector, Woodward, Zack, Bullard, Burns. (18)
NAYS: Douglas, Gossolin, Kovvall. Long, Scott. (5)
A sufficient majority having voted in favor, the resolution was adopted
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Jonnson, Clerk of the Cow ity of Oakiand, do hereby certify hat he for
and accurate copy of a resolution adoolec by the Oakland County Board
14, 2008, with the original record thereof now remaining in my off4.;e.
ing resolution is a true
/ Commission/5 on pay
e County of Oakiand In Testimony Whereof, I have hereunto set my hand ano affixed the seal of the County Of Oakiand
Pontac, Michigan this 14th day of May. 2008.
eat
Ruth Johnson, County Clerk