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EDA Bylaws (1989)3-3�_ 93/a BYLAWS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF CRYSTAL, MINNESOTA ARTICLE I - THE AUTHORITY Section 1. NAME OF AUTHORITY. The name of the Authority is the "Economic Development Authority of the City of Crystal, Minnesota." Section 2. SEAL OF AUTHORITY. The seal of the Authority is in the form of a circle and bears the name of the Authority. Section 3. OFFICE OF AUTHORITY. The offices of the Authority are at City Hall in the City of Crystal, Minnesota. The Authority may hold its meetings at such other place or places as it designates by resolution. Section 4. The Authority is governed by seven commissioners appointed in the manner prescribed by law. Section 5. The Authority is governed by the provisions of Minnesota Statutes, Chapter 469 (Act). ARTICLE II - OFFICERS Section 1. OFFICERS. The Officers of the Authority are the President, the Vice -President, the Secretary, the Treasurer, and the Assistant Treasurer. Section 2. PRESIDENT. The President presides at meetings of the Authority. Except as otherwise authorized by resolution of the Authority, the President signs contracts, deeds and other instruments made by the Authority. At each meeting, the President may submit recommendations and information concerning the business, affairs and policies of the Authority. At the annual meeting, the President must submit to the Authority a report summarizing the activities and programs of the Authority for the past year and containing the President's recommendations for Authority activities for the ensuing year. Section 3. VICE-PRESIDENT. The Vice -President performs the duties of the President in the absence or incapacity of the President; and in case of the disability or absence of the President or in the case of a vacancy in the office of President, the Vice -President performs the duties of the President until a successor has been appointed and qualifies. Section 4. SECRETARY. The Secretary performs the duties of a secretary for the Authority. Section 5. TREASURER. The Treasurer has the duties given by the Act. Section 6. EXECUTIVE DIRECTOR. The Crystal City Manager is the Executive Director of the Authority and has general supervision over the administration of its business and affairs subject to the direction of the Authority and signs contracts, deeds, and other instruments made by the Authority. The Executive Director is responsible for the management of the projects and general affairs of Authority under the direction of the Commissioners. Section 7. OTHER ADMINISTRATIVE OFFICERS. Subdivision 1. Administrative Secretary. The Authority may designate an assistant to the Secretary to keep the records of the Authority, record the meetings of the Authority in a journal of proceedings to be kept for that purpose, and to perform the duties of secretary under the direction of the Secretary. The assistant must keep in safe custody and seal of the Authority and may affix the seal to contracts and instruments authorized by the Authority. The City Clerk of the City of Crystal may act as Assistant Secretary. Subd. 2. Treasurer. The Crystal City Treasurer is the Assistant Treasurer ex officio of the Authority, and has custody of funds of the Authority. The Treasurer must deposit the funds in the name of the Authority in a bank of banks selected by the Authority. The Executive Director and the Assistant Treasurer must sign orders and checks for the payment of money and pay out and disburse such monies under the direction of the Authority. Except as otherwise authorized by resolution of the Authority, orders and checks must also be counter -signed by the President. The Assistant Treasurer must keep regular books of account showing Authority receipts and expenditures and render to the Authority, at the annual meeting (and when requested by the Authority) an account of the financial condition of the Authority. Section 7. COMBINING ADMINISTRATIVE OFFICES: COMPENSATION. The compensation of the administrative personnel of the Authority other than the Executive Director and the Assistant Treasurer is determined by the Authority. Administrative offices may be combined. Section 8. ADDITIONAL DUTIES. The officers of the Authority perform other duties and functions as may from time to time be required by the Authority these bylaws, or the rules and regulations of the Authority. Section 9. ELECTION: APPOINTMENT. The President, Secretary, and Treasurer are elected at the annual meeting of the Authority from among the Commissioners of the Authority and hold office for a term of one year or until their successors are elected and qualified. Section 10. VACANCIES. If the office of President, Vice - President, Treasurer or Secretary becomes vacant, pursuant to Minnesota Statutes 351.02 or by other provisions of law, the Authority must elect a successor from its membership at the next regular meeting or at a special meeting called for that purpose. The successor serves for the unexpired term of the office. Section 11. ADDITIONAL PERSONNEL. The Authority may from time to time employ or contract for such personnel as it deems necessary to exercise its powers, duties and functions. Those personnel may be employees of the Authority, employees of other governmental organizations, or independent contractors. The selection and compensation of personnel is determined by the Authority. ARTICLE III - MEETINGS Section 1. ANNUAL MEETING. The annual meeting of the Authority is held on the first Tuesday in January at 6:00 o'clock P.M. at the regular meeting place of the Authority. Section 2. REGULAR MEETINGS. Monthly meetings are held without notice at the regular meeting place of the Authority on the first Tuesday of each month, unless that date is a legal holiday, in which case the meeting will be held on the preceding business day. Unless otherwise fixed by resolution of the Authority, regular meetings commence at 6:00 p.m. Section 3. SPECIAL MEETINGS. Special meetings of the Authority may be called (i) by the Authority by motion, or (ii) may be called by the President, or two members of the Authority, by writing filed with the Executive Director who must then mail or deliver notice of the meeting to the members of the time and place of the meeting at least two days before the meeting. At a special meeting no business may be considered other than designated in the call, but if all the members of the Authority are present at a special meeting, any business may be transacted at such special meeting by unanimous vote. Section 4. QUORUM. The powers of the Authority are vested in the Commissioners in office from time to time. Four Commissioners constitute a quorum for the purpose of conducting business, but a smaller number may adjourn from time to time until a quorum is present, and when a quorum is not present, a smaller number may adjourn the meeting. Section 5. ORDER OF BUSINESS. The following is the order of business at regular meetings of the Authority. 1. Roll Call. 2. Approval of the minutes of the previous meeting. 3. Reports of the Executive Director. 4. Unfinished business. 5. New business. 6. Adjournments. Section 6. RESOLUTIONS: CONDUCT. Resolutions must be in writing and placed in the journal of the proceedings of the Authority. The meeting will be conducted in accordance with Roberts Rules of Order, Revised. Section 7. MANNER OF VOTING. Voting on questions coming before the Authority must be entered in the minutes of the meeting. When a quorum is in attendance, action may be taken by the Authority upon a vote of the majority of the Commissioners. ARTICLE IV - AMENDMENTS AMENDMENTS TO BYLAWS. The bylaws of the Authority may be amended only with the approval of at least four Commissioners at a regular meeting or at a special meeting called for that purpose. Approved: July 18, 1989. CR3:00110789.EDA