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2013.01.14 EDA Bylaws Amended BYLAWS OF THE CITY OF OTSEGO ECONOMIC DEVELOPMENT AUTHORITY ARTICLE I- THE AUTHORITY Section 1. Name of Authority. The name of the Authority shall be the “Otsego Economic Development Authority” (which may sometimes be referred to as the “EDA” or the “Authority”), and its governing body shall be called the Board of Commissioners (the “Board”). The Board shall be the body responsible for the general governance of the Authority and shall conduct its official business at meetings thereof. Section 2. Seal of Authority. The Authority shall have an official seal, as required by Minnesota Statutes, Section 469.096, Subdivision 1. The form of the seal shall be set by resolution of the Board. Section 3. Office of Authority. The offices of Authority shall be located at the City Hall of the City of Otsego, County of Wright, State of Minnesota, wherever that City Hall may be located. ARTICLE II- OFFICERS Section 1. Officers. The officers of the Authority shall be a President, a Vice-President, a Treasurer, an Assistant Treasurer, and a Secretary. The President, the Vice-President and the Treasurer shall be members of the Board and shall be elected annually at a regularly scheduled meeting of the Board of which a quorum attends. No Commissioner may be both President and Vice- President simultaneously. Section 2. President. The President shall preside at all meetings of the Board. Except as otherwise authorized by resolution of the Board, the President and the Secretary (the Vice-President, in the Secretary’s absence or incapacity) shall sign all contracts, deeds, and other instruments made or executed by the Authority, except that all checks of the Authority shall be signed by the Treasurer and Assistant Treasurer. At each meeting the President shall submit such recommendations and information as he or she may consider proper concerning the business, affairs and policies of the Authority. Section 3. Vice-President. The Vice President shall perform the duties of the President in the absence or incapacity of the President; and in case of the resignation or death of the President, the Vice-President shall perform such duties as are imposed on the President until such time as the Board shall select a new President. Section 4. Secretary. The Secretary shall keep minutes of all meetings of the Board and shall maintain all records of the Authority. The Secretary shall also have such additional duties and responsibilities as the Board may from time to time and resolutions prescribe. Section 5. Treasurer. The Treasurer shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Board may select. The Treasurer and Assistant Treasurer shall sign all orders and checks for payment of money and shall pay out and disburse such moneys under the direction of the Board. The Treasurer shall keep regular books of accounts showing receipts and expenditures and shall render to the Board, at least annually (or more often when requested), an account of such transactions and also the financial condition of the Authority. The Assistant Treasurer shall act as the Treasurer’s agent and assistant to perform the above-described duties, subject to the Treasurer’s approval thereof. Section 6. Additional Duties. The officers of the Authority shall perform such other duties and functions as may from time to time be required by the Board or the bylaws or rules and regulations of the Authority. 1 Section 7. Vacancies. Should the officers of President, Vice-President, Treasurer, Assistant Treasurer, or Secretary become vacant, the Board shall elect a successor from its membership at the next regular meeting, or at a special meeting called for such purpose, and such election shall be for the unexpired term of the said officer. Section 8. Additional Personnel. The Board may from time to time employ such personnel as it deems necessary to exercise its powers, duties, and functions. The selection and compensation of such personnel shall be determined by the Board. ARTICLE III- MEETINGS. Section 1. Regular Meetings. The Board may hold regular meetings according to a meeting schedule, if any, adopted or revised from time to time by resolution of the Board. Section 2. Special Meetings. Special meetings of the Board may be called by the President or any two members of the Board for the purpose of transacting any business designated in the call. The call for a special meeting may be delivered at any time prior to the time of the proposed meeting to each member of the Board or may be mailed to the business or home address of each member of the Board at least three (3) says prior to the date of such special meeting. At such special meeting no business shall be considered other than as designated in the call, but if at least four members of the Board are present at a special meeting, any and all business may be transacted at such special meeting. Notice of any special meeting shall be posted and/or published as may be required by law. Section 3. Emergency Meetings. Emergency meetings shall be held pursuant to Minnesota Statutes, Chapter 471.705, as amended. Section 4. Quorum. The powers of the Authority shall be vested in the Board. Three Commissioners shall constitute a quorum for the purpose of conducting the business and exercising the powers of the Authority and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance, action may be taken by the Board upon a vote or majority of the Commissioners present. Section 5. Order of Business. At the regular meetings of the Board the following shall be the order of business. 1. Roll Call. 2. Approval of the minutes of previous meetings. 3. Bills and communications. 4. Reports. 5. Unfinished business. 6. Adjournment. All resolutions shall be written or transcribed and shall be retained in the journal of the proceedings maintained by the Secretary. Section 6. Adoption of Resolution. Resolutions of the Board shall be deemed adopted if approved by not less than a simple majority of all Commissioners present, unless a different requirement for adoption is prescribed by law. Section 7. Rules of Order. The meeting of the Board shall be governed by the most recent edition of Robert’s Rules of Order. 2 ARTICLE IV- APPOINTED OFFICERS, LIASIONS AND ADVISORY COMMITTEES. Section 1. EDA Liaisons. The Board may appoint liaisons to partner organizations, city advisory boards and commissions and other local groups to facilitate a two way flow of information between those groups and the EDA. Liaisons shall have a communication function only and are neither decision makers nor voting members of the organizations to which they are assigned. Section 2. Advisory Committees. The Board may, by majority vote, appoint volunteer advisory committees, consisting of no more than two (2) Board members, and three (3) community or business representatives from Otsego or Otsego businesses to serve as members to work on projects relating to EDA goals and advise on EDA matters as directed by the Board. Advisory Committees shall meet for the duration of their assigned project and may be disbanded by a majority vote of the Board. The duties of each Advisory Committee will be determined by the Board at the time the Advisory Committee is formed. The duties may be amended by majority vote of the Board. Advisory Committees may vote to decide questions for the Committee, but their votes are advisory only and are not binding on the EDA. Meetings of Advisory Committees shall be called only by the EDA President or the Executive Director. Section 3. Executive Director: The City Administrator or designee shall serve as the Executive Director of the EDA, shall be the chief appointed executive officer of the EDA, and shall have such additional responsibilities and authority as the Board may from time to time by resolution prescribe. The City administrator may designate an assistant. ARTICLE V- MISCELLANEOUS. Section 1. Amendments to Bylaws. The bylaws of the Authority shall be amended only by resolution approved by at least three of the members of the Board. Section 2. Fiscal Year. The fiscal year of the Authority shall coincide with the fiscal year of the City of Otsego. Amended: January 14, 2013 3 EA MEETING JANUARY 14, 2013 *7:00 PSI Call to order: President Stockamp called the E A meeting to order at 8:45 PM. Roll Call: President Jessica t k r p; Commissioners: Vern eidner', Doug Schroeder Toni Darkenwald and Jason W rehir e. Staff: Lori Johnson, City Administrator; Daniel Licht, City Planner; Andy MacArthur, City Attorney and Ta l Loff, City Clerk,, .Consider.approval of the followincl minutes. 1.1 December 10, 2012 EDA minutes, Commissioner Darkenwald motioned to approve as written. Seconded by Commissioner Schroeder. Motioned carried 4-0. Commissioner Ware ime a s ainedi, 2. Election of 2013 officers. .1 Commissioner Dar en a[d nominated the following for EDA officers for 01 : President Jessica Stoc amp Vice President Doug Schroeder Treasurer Toni Darkenwald Assistant Treasurer Jason Warehime Secretary Tami Loff Commissioner Heidner seconded. All in favor. Motion carried. 2.. Consider Resolution 1-1_pting an official Newspaper Commissioner Dar en aid, seconded by Commissioner I arehir e. All in favor* Motion carried, 3. Consider Resolution 201 -o2 adopting revised Bylaws of the City of Otseclo Economic Development Authority Commissioner Schroeder motioned to approve Resolution 2013-02 adopting revised Bylaws of the city of Otsego Economic Development Authority, seconded by President Stocarnp. All in favor. Motion carried. . FinanceCommittee: A Appoint Michelle „Eder. Executive Director Johnson said Michelle Eder works for Klein Bank and willing to serge the 1 year tern. Commissioner Darkenwald motioned to appoint Michelle elle Eder for 2013. seconded by Commissioner Heldner. All in favor. Motion carried. .2_ Committee Update ,- Verbal Executive Director Johnson gave an update on the recent Finance Committee meeting, Executive Director Johnson said the Wright County Partnership membership in the amount of $2456.10 is due. This will be funded by the Economic evelopment Department in the General Fund Commissioner Dar enwaid motioned to approve Wright County Partnership membership in the amount $2,456,10, seconded by Commissioner Heidner, All in favor. potion carried. S. Adjourn, Commissioner Darkenwald motioned to adjourn. Seconded by Commissioner Warehime. All in favor. Motion carried. EDA meeting adjourned at 9:05 PiW. President Jessica Stockamp Attest: J, Tam! Lofif, Secretal� *Immediately following the adjournment of the City Council meting at 7:00 PM.