BYLAWS OF THE
COUNTY of IONIA BROWNFIELD REDEVELOPMENT AUTHORITY
Name and Address. The name of the Authority is the
Section 1. General Powers. The business and affairs of the Authority
shall be managed by its Board, except as otherwise provided by statute or by
these Bylaws.
Section 2. Board of Directors. The Board of Directors (hereinafter referred
to as the “Board”) of the Authority shall consist of not less than five (5)
persons and not more than nine (9) persons.
It is the intent to have the Ionia County Economic Development
Corporation (EDC) Board serve as the Authority.
Section 3. Terms, Replacement and
Vacancies. Of the initial
members appointed, an equal number, or as near as practicable, shall be
appointed for one year, two years, and three years. Thereafter, each member shall serve for a
term of three years. Subsequent
Directors shall be appointed in the same manner as original appointments at the
expiration of each Director’s term of office.
A Director whose term of office has expired shall continue to hold office
until his/her successor has been appointed by the Ionia County Board of
Commissioners. If a vacancy occurs for
any reason, a Director shall be appointed by the Ionia County Board of
Commissioners for the remainder of the term of office so vacated.
It
is the intent to have a majority membership of the Authority recommended for
appointment by the Ionia County Economic Alliance (ICEA). The Ionia County Board of Commissioners shall
seek recommendations for five (5) of the nine (9) Board of Director positions
to the Authority, from the ICEA, and as vacancies become available.
Section 4. Removal. A Director may be removed from office for
inefficiency, neglect of duty, or misconduct or malfeasance, by a majority vote
of the Ionia County Board of Commissioners.
Section 5. Conflict of Interest. A Director who has a direct interest in any
matter before the Authority shall disclose his/her interest prior to any
discussion of that matter by the Authority, which disclosure shall become a
part of the record of the Authority’s official proceedings. The interested Director shall further refrain
from participation in the Authority’s action relating to the matter. Each Director, upon taking office and
annually thereafter, shall acknowledge in writing that they have read and agree
to abide by this section.
Section 6. Meetings. Meetings of the Board may be called by or at
the request of the Chairperson of the Board or any two Directors. The meetings of the Board shall be public,
and the appropriate notice of such meeting shall be provided to the
public. The Board shall hold an annual
meeting in the second calendar quarter of each year at which time officers of
the Board shall be elected as provided in Article III, Section 2.
Section 7. Notice. Notice of any meetings shall be given in
accordance with the Open Meetings Act (Act No. 267 of the Public Acts of 1976).
Section 8. Quorum. A majority of the members of the Directors
then in office constitutes a quorum for the transaction of business at any
meeting of the Board, provided, that a majority of the Board present may
adjourn the meeting from time to time without further notice. The vote of the majority of the Directors
present at a meeting at which a quorum is present constitutes the action of the
Board, unless the vote of a larger number is required by statute or by these
Bylaws. Amendment of the Bylaws by the
Board requires the vote of not less than a majority of the members of the Board
then in office.
Section 9. Participation by
Communication Equipment. A
member of the Board or of a committee designated by the Board may participate
in a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting
pursuant to this provision constitutes presence at the meeting.
Section 10. Committees. The Board may, by resolution passed by a
majority of the Board, designate one or more committees, each committee to
consist of one or more of the Directors of the Authority. The Board may designate one or more Directors
as alternate members of a committee, who may replace an absent or disqualified
member at a meeting of the committee. In
the absence or disqualification of a member of a committee, the members thereof
present at a meeting and not disqualified from voting, whether or not they
constitute a quorum, may unanimously appoint another member of the Board to act
at the meeting in place of such an absent or disqualified member. A committee, and each member thereof, shall
serve at the pleasure of the Board. A
committee so designated by the Board, to the extent provided in the resolution
by the Board, may exercise all powers and authority of the Board in the management
of the business and affairs of the Authority, except that such committee shall
not have the power or authority to: (a)
recommend to members a dissolution of the Authority, or a revocation of
dissolution, (b) amend the Bylaws of the Authority, or (c) fill vacancies in
the Board.
Section 11. Advisory Committee.
The Authority may seek recommendations and comment from the Ionia County
Economic Alliance (ICEA) on all matters before the Authority. The ICEA shall serve as the advisory board to
the Authority. The Advisory role may
include but is not limited to: recommendations to include Brownfield projects,
project feasibility, and liaison/promotion with local officials.
Section 1. Officers. The officers of the Authority shall be
elected by the Board and shall consist of a Chairperson, Vice Chairperson, and
Secretary/Treasurer. The Board may also
appoint a Recording Secretary who need not be a member of the Board. Two or more offices may be held by the same
person, but an officer shall not execute, acknowledge, or verify an instrument
in more than one capacity if the instrument is required by law or Bylaws to be
executed, acknowledged, or verified by two or more officers.
Section 2. Nomination, Election and
Term of Office. The officers
of the Authority shall be elected by the Board at an annual meeting held during
the second calendar quarter of each year.
Candidates shall be nominated by a nominating committee composed of
three members appointed by the Chairperson.
The term of each office shall be for one (1) year. Each officer shall hold office until his/her
successor is appointed. No person shall
hold the same office for more than three successive terms.
Section 3. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled at any
meeting of the Board for the un-expired portion of the terms of such office.
Section 4. Chairperson and Vice
Chairperson. The Chairperson shall be the chief
executive officer of the Authority, but he or she may from time to time
delegate all or any part of his/her duties to the Vice Chairperson. He or she, or in his/her absence, the Vice
Chairperson, shall preside at all meetings of the Board, he or she shall have
general and active management of the business of the Authority and shall
perform all the duties of the office as provided by law or these Bylaws. He or she shall be ex-officio a member of all
standing committees, and shall have the general powers and duties of supervision
and management of the Authority.
Section 5. Secretary/Treasurer and
Recording Secretary. The
Secretary/Treasurer or Recording Secretary shall attend all meetings of the
Board and record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform like duties for the standing
committees when required. They shall
further perform all duties of the office of Secretary/Treasurer as provided by
law or these Bylaws. They shall be sworn
to the faithful discharge of these duties.
Section 6. Delegation of Duties of
Offices. In the absence of
any officer of the Authority, or for any other reason that the Board may deem
sufficient, the Board may delegate, from time to time and for such time as it
may deem appropriate, the powers or duties, or any of them, of such officer to
any other officer, or to any Director, provided a majority of the Board then in
office concurs therein.
Section 7. Executive Committee. The Chairperson, Vice Chairperson and
Secretary/Treasurer shall comprise the Executive Committee. The Executive Committee may, upon a majority
vote, authorize the expenditure under the $______ for any expense listed as an
eligible item for expenditure under the approved Authority funding
guidelines. The Executive Committee must
report any such expenditures to the Board at the next
regularly scheduled Board meeting.
Section 1. Contracts. The Board may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of any on behalf of the Authority, and such
authority may be general or confined to specific instances.
Section 2. Loans/Grants. No grant or loan shall be contracted on
behalf of the Authority and no evidence of indebtedness shall be issued in its
name unless authorized by a resolution of the Board and approved by the Ionia
County Board of Commissioners. Such
authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Authority, shall be signed by such officer or officers, agent or agents
of the Authority and in such a manner as shall from time to time be determined by
resolution of the Board.
Section 4. Deposits. All funds of the Authority not otherwise
employed shall be deposited from time to time to the credit of the Authority in
such banks, trust companies or other depositaries as the Board may select.
The fiscal year of the Authority shall correspond at
all times to the fiscal year of the
Section 1. Seal. The Board shall provide a corporate seal,
which shall be the official seal of the Authority.
Section 2. Waiver of Notice. When the Board or any committee thereof may
take action after notice to any person or after lapse of a prescribed period of
time, the action may be taken without notice and without lapse of the period of
time, if at any time before or after the action is completed the person
entitled to notice or to participation in the action to be taken submits a
signed waiver of such requirements.
These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the Board then in office at any regular or special meeting called for that purpose.
I HEREBY CERTIFY that
the above Bylaws were adopted the ________ day of ________ [month], _______
[year].
_______________________________________________
Secretary