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HomeMy WebLinkAbout2019-10-14 EDA Meeting PacketAGENDA MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY SPECIAL MEETING 6:00 P.M. Monday, October 14, 2019 City Hall, Council Chambers A. CALL TO ORDER B. ROLL CALL 1. Administer Oaths of Office to Commissioners C. APPROVAL OF AGENDA D. APPROVAL OF MINUTES 1. September 10, 2018 Economic Development Authority Meeting Minutes E. PUBLIC HEARING None F. UNFINISHED BUSINESS None G. NEW BUSINESS 1. Organizational Meeting a. Election of Officers i. President ii. Vice President iii. Treasurer iv. Secretary v. Assistant Treasurer b. Documents to be Made Permanent Records i. Notice of city council public hearing on adoption of modified enabling resolution ii. Minutes of July 22, 2019 city council meeting adopting modified enabling resolution iii. Certified copy of modified enabling resolution c. Appointments i. Executive Director ii. Assistant Executive Director iii. Attorney d. Discussion/Adoption of Bylaws 2. Additional Business a. Approval of 2020 Budget Recommendation to City Council b. Staff Reports c. Set Regular/Next Meeting Date d. Agenda Items for Next Meeting e. Other Matters H. ADJOURNMENT RULES OF CIVILITY FOR THE CITY COUNCIL, BOARDS, COMMISSIONS AND OUR COMMUNITY Following are rules of civility the City of Maplewood expects of everyone appearing at the Meetings - elected officials, staff and citizens. It is hoped that by following these simple rules, everyone's opinions can be heard and understood in a reasonable manner. We appreciate the fact that when appearing at Council meetings, it is understood that everyone will follow these principles: Speak only for yourself, not for other council members or citizens - unless specifically tasked by your colleagues to speak for the group or for citizens in the form of a petition. Show respect during comments and/or discussions, listen actively and do not interrupt or talk amongst each other. Be respectful of the process, keeping order and decorum. Do not be critical of council members, staff or others in public. Be respectful of each other's time keeping remarks brief, to the point and non -repetitive. A. C a E. F G. MINUTES MAPLEWOOD AREA ECONOMIC DEVELOPMENT AUTHORITY September 10, 2018 Council Chambers, City Hall CALL TO ORDER A meeting of the City Council serving as the Economic Development Authority, (EDA), was held in the City Hall Council Chambers and was called to order at 7:05 p.m. by EDA Chair Abrams. ROLL CALL Marylee Abrams, Chair Present Kathleen Juenemann, Member Present Nora Slawik, Member Present Bryan Smith, Member Present Tou Xiong, Member Present APPROVAL OF AGENDA Member Juenemann moved to approve the agenda as submitted. Seconded by Member Xiong Ayes — All The motion passed. APPROVAL OF MINUTES 1. Approval of September 12, 2016 Economic Development Authority Meeting Minutes Member Xiong moved to approve the September 12, 2016 Economic Development Authority Meeting Minutes as submitted. Seconded by Member Smith Ayes — All The motion passed. PUBLIC HEARING None UNFINISHED BUSINESS None NEW BUSINESS 1. Recommend Approval of Budget and Preliminary Tax Levy Payable 2019 City Manager Coleman introduced the staff report. Finance Director Paulseth gave the staff report. September 10, 2018 1 Maplewood Area Economic Development Authority Meeting Minutes MEDA Packet Page Number 1 of 11 Member Juenemann moved to approve the resolution recommending the 2019 budget and preliminary tax levy. Resolution 18-09-1605 RESOLUTION RECOMMENDING APPROVAL OF 2019 BUDGET AND PRELIMINARY TAX LEVY WHEREAS, the Maplewood Area Economic Development Authority (EDA) bylaws require the EDA to recommend a budget to the Maplewood City Council, and; WHEREAS, the City Council will review the budget request and consider a tax levy in the 2019 preliminary property tax levy to fund the request. NOW THEREFORE BE IT RESOLVED BY THE MAPLEWOOD AREA ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF MAPLEWOOD, MINNESOTA THAT: The proposed budget and tax levy for taxes payable in 2019 in the amount of $100,000 is hereby approved. Seconded by Member Smith Ayes — All The motion passed. H. ADJOURMENT EDA Chair Abrams adjourned the meeting at 7:16 p.m. September 10, 2018 2 Maplewood Area Economic Development Authority Meeting Minutes MEDA Packet Page Number 2 of 11 G1 MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY STAFF REPORT Meeting Date October 14, 2019 REPORT TO: Board of Commissioners of the Maplewood Economic Development Authority REPORT FROM: Melinda Coleman, Jeff Thomson and Ron Batty PRESENTER: Ron Batty AGENDA ITEM: Organizational Meeting Action Requested: ✓ Motion ✓ Discussion ❑ Public Hearing Form of Action: ❑ Resolution ❑ Ordinance ❑ Contract/Agreement ❑ Proclamation Policy Issue: The first meeting of the newly reconstituted Maplewood Economic Development Authority will be largely organizational including considering the draft of suggested bylaws and it also includes a few more substantive items. Recommended Action: The recommendation is to adopt items by motions or discuss matters as appropriate. Fiscal Impact: Is There a Fiscal Impact? ✓ No ❑ Yes, the true or estimated cost is $0.00 Financing source(s): ❑ Adopted Budget ❑ Budget Modification ❑ New Revenue Source ❑ Use of Reserves ❑ Other: n/a Strategic Plan Relevance: ❑ Financial Sustainability ❑ Integrated Communication ✓ Targeted Redevelopment ✓ Operational Effectiveness ❑ Community Inclusiveness ❑ Infrastructure & Asset Mgmt. Background The Maplewood Economic Development Authority ("MEDA") will meet at 6:00 p.m. on Monday, October 14, 2019 for its initial meeting. The purpose of the meeting is to conduct certain organizational business and to provide an opportunity for commissioners to raise other issues of interest. This report is intended to provide a brief explanation of some of the agenda items in advance of the meeting. Items are referred to by their number on the agenda. G.1.a. -The first substantive order of business should be the election of officers. MEDA is comprised of the members of the city council who serve so long as they are on the council. However, because MEDA Packet Page Number 3 of 11 G1 MEDA is a separate legal entity from the city of Maplewood, it needs to elect its own officers. A president, vice-president, treasurer, secretary, and assistant treasurer should be elected. The only statutory constraints are that the president and vice president be different members. The offices of secretary and assistant treasurer need not be held by a commissioner, i.e., city staff may serve in those positions. The city clerk and city finance director are good candidates for those positions. Motions to appoint the following as officers: as President until the first meeting in 2020 as Vice President until the first meeting in 2020 as Treasurer until the first meeting in 2020 as Secretary until the first meeting in 2020 as Assistant Treasurer until the first meetina in 2020 G.1.b. -Certain organizational documents should be placed of record in MEDA's permanent records. This is simply a statement regarding which documents constitute MEDA's permanent records. No action is required. G.1.c. - An executive director should be appointed. Typically, the city's chief administrative officer (city manager in Maplewood's case) is also named as the executive director. An attorney should be appointed as chief legal advisor. The city attorney may be appointed but the Board is free to appoint a different attorney if it chooses. Motion to appoint Melinda Coleman as its Executive Director Motion to appoint Jeff Thomson as its Assistant Executive Director Motion to appoint the law firm of Kennedy and Graven as its Chief Legal Advisor G. 1.d. A draft set of bylaws has been prepared for discussion and possible adoption. The bylaws repeat a number of statutory provisions but provide a more convenient source of information than does state law. The bylaws also address several matters not covered in the statute, including the method for calling special meetings and the rules of order. Bylaws should be adopted as soon as the Board is comfortable with them. Motion to adopt the By -Laws as prepared. G.2.a. -Approval of the 2020 budget recommendation to the city council is a formalization of the amount included for MEDA in the city's preliminary budget. This is the amount MEDA requests the city council to levy on its behalf. It is in addition to other sources of income available to MEDA, such as tax increment. In future years this recommendation will be forwarded to the city by August 1. Motion to approve the request for $120,000 in tax levy funding from the city council. G.2.b. -City staff intends to update the Board on some development/redevelopment meetings which have occurred lately. No action is required. MEDA Packet Page Number 4 of 11 G1 G.2.c. - At a minimum, the Board should establish the time and date of its next meeting. If possible, it would be desirable to agree on a schedule for regular meetings. Motion to set the next EDA meeting for Saturday, November 16, 2019. G.2.d. -This is an opportunity to place items on the agenda for the next or some future MEDA meeting. G.2.e. -This is an opportunity to discuss any other items not previously handled. Attachments 1. Draft of the bylaws MEDA Packet Page Number 5 of 11 G1, Attachment 1 BYLAWS OF THE MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY ARTICLE I - THE AUTHORITY Section I.I. Name of Authority. The name of the Authority shall be the "Maplewood Economic Development Authority" (which may sometimes be referred to as "MEDA" 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 business at meetings thereof. Section 1.2. Seal of Authority. The Authority shall have an official seal, which shall consist of a circle with the name of the Authority located inside. Section 1.3. Office of Authority. The offices of the Authority shall be at Maplewood city hall, 1830 County Road B E, Maplewood, Minnesota 55109-2702. Section 1.4. Scope of Authority. Except as limited by the modified enabling resolution adopted by the Maplewood city council on July 22, 2019, and as it may be amended from time to time, the Authority shall have all the powers, duties and responsibilities set forth in Minnesota Statutes, Sections 469.090 to 469.108, as amended from time to time, and all other applicable laws. ARTICLE II - BOARD Section 2.1. Number and Appointment of Commissioners. The Board shall consist of five commissioners. The five commissioners shall be the members of the Maplewood city council. Commissioners' terms shall coincide with their terms of office as members of the city council. ARTICLE III - OFFICERS Section 3.1. Officers. The officers of the Authority shall be a president, a vice president, a treasurer, a secretary, and an assistant treasurer, each of whom shall have the usual duties and powers of such offices, the duties and powers given to them by the Board from time to time, and those duties and powers prescribed by Minnesota law or these bylaws. The president, treasurer and secretary shall be elected annually by the Board. No commissioner may be both president and vice president simultaneously. No commissioner may be both treasurer and assistant treasurer simultaneously. The secretary and the assistant treasurer need not be commissioners. Section 3.2. President. The president shall preside at all meetings of the Board. Except as otherwise authorized by resolution of the Board, the president shall sign all contracts, deeds, and other instruments made or authorized by the Board. At each meeting the president shall submit 615638v2MA745-19 MEDA Packet Page Number 6 of 11 G1, Attachment 1 such recommendations and information as he or she may consider proper concerning the business, affairs, and policies of the Authority. Section 3.3. Vice President. The vice president shall perform the duties of the president in the absence or incapacity of the president. In case of the resignation or death of the president, the vice president shall perform the duties of the president until such time as the Board shall elect a new president. Section 3.4. President Pro Tem. In the event of the absence or incapacity of both the president and the vice president at any meeting, the Board may appoint any remaining commissioner as president pro tem to preside at such meeting. Section 3.5. 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 national or state bank or banks in Minnesota as the Board may select. The treasurer shall sign all Authority orders and checks for the 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, as often as requested but at least annually, an account of such transactions and also of the financial condition of the Authority by filing a detailed financial statement with the secretary. The treasurer is responsible for the acts of the assistant treasurer and must give bond as required by law. Section 3.6. Secretary. The secretary shall be responsible for the records of the Board and have such other duties and responsibilities as the Board may from time to time prescribe. Section 3.7. Assistant Treasurer. The assistant treasurer has the powers and duties of the treasurer if the treasurer is absent or disabled. Section 3.8. Executive Director. The Board shall appoint an executive director. The executive director shall be the chief executive officer of the Authority, shall have general supervision over the administration of its business and affairs, subject to the direction of the Board, and shall have such additional responsibilities and authority as the Board may from time to time prescribe. The executive director shall serve at the pleasure of the Board. Section 3.9. Attorney. The Board shall appoint an attorney who shall be the chief legal advisor of the Authority. The attorney shall serve at the pleasure of the Board. Section 3.10. Additional Personnel. The Board may from time to time employ such additional 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. Section 3.11. Advisory Committees. The Authority may by resolution establish one or more advisory committees to the Authority, which may serve on a permanent or ad hoc basis. The Board may abolish an advisory committee at any time. 615638v2MA745-19 MEDA Packet Page Number 7 of 11 G1, Attachment 1 Section 3.12. Signature Authority. The following signature authority shall be authorized for transactions executed under direction of the Board: (A) All orders and checks of the Authority for the payment of money as directed by the Board shall be signed by the president and the treasurer. (B) All contracts, deeds and other instruments made or authorized by the Board, except as otherwise authorized by resolution of the Board, shall be signed by the president and the executive director. (C) The vice president shall have the capacity to sign as an alternate officer of the Authority under extenuating circumstances such as lengthy excused absence, vacancy, termination, resignation, incapacitation or death of the president or of the executive director. The vice president may sign as an alternate for only one absent individual for any Authority matter until the absent individual has returned or a successor is chosen to fill the office. The vice president may not sign in the capacity of more than one individual for any item requiring more than one signature. For these purposes, absent is defined as a period, usually significant in length, during which an officer is away or unable to fulfill the officer's role within the Authority leading to the potential for business issues of the Authority to be delayed or deadlines to be missed. ARTICLE IV — FINANCIAL MATTERS Section 4.1. Fiscal Year. The fiscal year of the Authority shall be the same as the fiscal year of the city. Section 4.2. Accounting ystem and Audits, Books and Records. The financial records and financial statements of the Authority shall be prepared, audited, filed, and published or posted in the manner required for the financial statements of the city. The books and records of the Authority shall be public records maintained in accordance with state law and with such rules, regulations, and ordinances adopted by the city for maintaining public records. Section 4.3. Public Money; Checks. All Authority money is public money. An Authority check must be signed by the president and the treasurer, except as provided for in Section 3.12 of these bylaws. The check must state the name of the payee and the nature of the claim for which the check was issued. Section 4.4. Reports to the City. Annually, at a time and in a form fixed by the city council, the Authority shall make a written report to the council giving a detailed account of its activities and of its receipts and expenditures during the preceding calendar year, together with additional matters and recommendations it deems advisable for the economic development of the city. The Authority shall also submit a report to the city council annually within 60 days of the anniversary date of the adoption of the modified enabling resolution stating whether and how the enabling resolution should be modified. 615638v2MA745-19 MEDA Packet Page Number 8 of 11 G1, Attachment 1 Section 4.5. Financial Statement. At least annually, the Authority shall examine the treasurer's detailed financial statement, together with the treasurer's vouchers, filed with the secretary. The financial statement must show all receipts and disbursements, their nature, the money on hand, the purposes to which the money on hand is to be applied, the Authority's credits and assets, and its outstanding liabilities in a form required for the city's financial statements. If the Authority finds that the statement and vouchers are correct, it shall approve them by resolution and enter the resolution in its records. Section 4.6. Budget to the City. By August 1 of each year, the Authority shall send its budget for the following fiscal year to the city council. The budget must include a detailed written estimate of the amount of money that the Authority expects to need from the city to do Authority business during the next fiscal year. The recommended amount is what is needed by the Authority in excess of any expected receipts from other sources. Section 4.7. Employees, Services, Supplies, and Contracts. The Authority shall have all of the power and may take all actions permitted by Minnesota Statutes, Section 469.097, as amended, including but not limited to employing an executive director and other employees as it may require; contracting for the services of consultants, including attorneys, engineers, public accountants, technical experts, and such other persons or services as it may need to perform its duties and exercise its powers; purchasing supplies and materials; and using city facilities, offices, and staff, including the city engineer and city attorney, in the exercise of its powers and the performance of its duties. Section 4.8. Execution of Contracts. The Authority may make and enter into contracts pursuant to Minnesota Statutes, Section 469.101 and other applicable law. All contracts, notes, and other written agreements or instruments to which the Authority is a party or by which the Authority may be bound must be executed by the president and the executive director, except as provided for in Section 3.12 of these bylaws. ARTICLE V - MEETINGS Section 5.1. Regular Meetings. The Board may hold regular meetings according to a meeting schedule adopted or revised from time to time by resolution of the Board, and shall hold at least one regular meeting per year. Section 5.2. Special Meetings. Special meetings of the Board may be called by the president or any two commissioners for the purpose of transacting any business designated in the call notice. The call notice for a special meeting shall be delivered by the secretary to each commissioner personally, by email or by mail to the business or home address of each commissioner at least three days prior to the date of such special meeting. Notice of any special meeting shall also be posted or published as may be required by law. Section 5.3. 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 615638v2MA745-19 MEDA Packet Page Number 9 of 11 G1, Attachment 1 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 of a majority of the commissioners present, unless a different requirement for approval is prescribed by law. Section 5.4. Order of Business. At the regular meetings of the Board the following shall be the order of business: 1. Call to order 2. Roll call 3. Approval of the agenda 4. Approval of minutes 5. Consent agenda 6. Public hearings 7. Unfinished business 8. New business 9. Commissioners' reports 10. Executive director's and other reports 11. Claims 12. Adjournment Section 5.5. Rules of Order. Meetings of the Authority shall be conducted in such a manner as to allow full and open participation by all commissioners and interested parties, preserve order and decorum, promote the efficient administration of business and comply with state law and city ordinances. Procedural matters shall be decided by the presiding officer. Any commissioner may appeal a ruling on order or procedure made by the presiding officer to the full commission. Section 5.6. Adoption of Resolutions_ Resolutions of the Board shall be deemed adopted if approved by at least a simple majority of all commissioners present, unless a different requirement for adoption is prescribed by law_ Resolutions need not be read aloud prior to vote taken thereon but the title must be read aloud prior to vote taken thereon. Resolutions shall be in writing and executed after passage. All resolutions shall be retained in the journal of the proceedings maintained by the secretary. ARTICLE VI — CONFLICT OF INTEREST Section 6.1. Conflict of Interest. No commissioner or employee of the Authority shall take any action or make any decision which could substantially affect the commissioner's or the employee's financial interests or those of an organization with which the commissioner or employee is associated. Section 6.2. Disclosure. Any commissioner or employee who has a potential conflict of interest must submit to the Board a written statement describing the matter requiring the action or decision and the nature of the potential conflict of interest. 615638v2MA745-19 MEDA Packet Page Number 10 of 11 G1, Attachment 1 Section 6.3. Recusal. A commissioner who has a potential conflict of interest shall not attempt to influence an employee in any manner related to the action or decision in question, shall not take part in the action or decision and shall not be counted toward a quorum during the portion of the meeting in which the action or decision is considered. In the case of an employee who has a potential conflict of interest, the matter shall be assigned to another employee who does not have a conflict of interest. Section 6.4. Exceptions. The exceptions specified in Minnesota Statutes, Section 471.88 apply to commissioners and employees of the Board. ARTICLE VII - MISCELLANEOUS Section 7. L Amendments to B.1�. The bylaws of the Authority shall be amended only by an affirmative vote by a majority of the members of the full Board. Section 7.2 Consistency with Community Objectives. The Authority shall strive to ensure that its actions are consistent with the comprehensive plan of the city and other community objectives established by the city council from time to time. Adopted: October 14, 2019. 615638v2MA745-19 MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY President Executive Director MEDA Packet Page Number 11 of 11