HomeMy Public PortalAbout094-1992- SPECIAL ORDINANCE APPROVING THE MAYORS APPOINTMENTS TORDINANCE NO. 94-1992
A SPECIAL ORDINANCE approving the Mayor's appointments to the
Board of Directors of the Economic Development Corporation of Wayne
County, Indiana.
WHEREAS Ordinance No. 78-1992 expressed support for an economic development
program for all Wayne County, Indiana, and
WHEREAS the Economic Development Corporation of Wayne County, Indiana, has
been created for that purpose, and
WHEREAS the by-laws of said corporation shown in attached Exhibit A provide in
Article VI, Section 3, Part b, that the Mayor of the City of Richmond,
Indiana, shall appoint three members of the Board of Directors subject to the
approval of the Common Council, and
WHEREAS said Section 3, Part e-2 provides that such three members of the Board of
Directors shall serve terms of 3 years, 2 years, and 1 year, respectively,
NOW, THEREFORE, be it ordained that the Common Council of the City of Richmond, Indiana
approves the following appointments by Mayor Roger Cornett to membership on the Board of
Directors of the Economic Development Corporation of Wayne County, Indiana for the designated
terms as follows:
A. Three year term - Charlie Nelms
3323 Partridge Lane
Richmond, IN 47374
B. Two year term - Orville E. Allen
510 Greenbrier Drive
Richmond, IN 47374
C. One year term - Stanley L. Vigran
227 South 17th Street
Richmond, IN 47374
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Passed and adopted this 7th day of December 1992, by the Common Council of the City of
Richmond, Indiana.
vic-f-
r;xz"�'7jal
President
ident
ATTEST:
L'� �. ,City Clerk
(Norma Carnes)
PRESENTED to the Mayor of the City of Richmond, Indiana, this 8th day of December, 1992, at
9:00 a.m.
ity Clerk
(Norma. Carnes)
APPROVED by me, Roger Cornett, Mayor of the City of Richmond, Indiana, this 8th day of
December, 1992, at 9:05 a.m. Z' �i - Mayor
( er Cornett)
ATTEST: �a,-�--'City
Clerk
(Norma Carnes)
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ORDINANCE NO. 94-1992
EXHIBIT A
Name:
BY-LAWS OF
ECONOMIC DEVELOPNIM CORPORATION
OF WAYNE COUNTY, INDIANA
ARTICLE I - NAME
The name of the corporation shall be Economic Development
Corporation of Wayne County, Indiana, hereinafter referred to as
"Corporation."
ARTICLE II - PRINCIPAL_ OFFICE
Principal Office:
-- The Corporation shall have a principal office within the County of
Wayne, State of Indiana at such location as the Board of Directors may
from time to time designate.
.OM
ARTICLE III - PURPOSE
The Corporation is organized exclusively for charitable, scientific and
educational purposes including, for such purposes, the receiving of
contributions and the making of distributions to organizations that
qualify as exempt organizations under Section 501 (c) (3) of the Internal
Revenue Code of 1954 (or the corresponding provision of any future
United States Internal Revenue Law):
a) To promote and support economic development, growth and
expansion.
b) To perform any purpose which not -far -profit corporations are
authorized under the "Act."
ARTICLE IV - MEMBERSHIP
Lqggtion 1 - Clag5es
The Corporation shall have one (1) class of members. Any individual,
business entity or organization may become a member by meeting any
dues and/or joining requirements established by the Board of Directors.
All members shall have the same rights, privileges, duties, liabilities,
limitations and restrictions.
Section 2 - Voting Rights
Every member shall have the right at every meeting of the members to
cast one (1) vote for each membership. This right to vote may be
exercised in person, by written proxy or by mail, as the by-laws may
provide from time to time.
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ARTICLE V - MEMBERSHIP MEETINGS
Section 1 - Annual Meeting
The annual meeting of the members of the Corporation shall be held
each year within six (6) months after the close of the fiscal year for the
purposes of transacting such business as may come before the meeting.
The date, time and place of the annual meeting shall be determined by
the Board of Directors or by such officer as the board may delegate.
Sectign 2 - Special Meetings
Special meetings of the members may be called by the President upon
request of not less than a majority of the Board of Directors or not less
than one-third of the members having voting rights.
Section 3 - Notice of Meetings
Notice of all annual and special meetings of the members shall be given
in writing at least ten (10) days before the date of the meeting to each
member and shall state the place, day and hour of the meeting and, in
case of a special meeting, the purpose for which the meeting is called.
Notice of any meeting of the members may be waived by any member by
his/her execution of a written waiver of such notice either before or after
the holding of such meeting; such a waiver shall be filed with the
minutes of the meeting. The attendance of any member at any meeting
without protesting, at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by him/her of notice of the
meeting.
5,ection 4 - Quorum
A majority of persons qualified to vote as members at any meeting,
represented in person or by proxy, shall constitute a quorum.
Section 5 - Proxies
At any meeting of members, a member entitled to vote may vote by proxy
executed in writing by the member or his/her duly authorized attorney -
in -fact. No proxy shall be valid after eleven (11) months from the date of
its execution unless otherwise provided in proxy.
Sggfion 6 - VoLWE List
The Secretary of the Corporation shall keep at all times, at the principal
office of the Corporation, a complete and accurate list of all members
entitled to vote at any meeting of the members which may be inspected by
any member for any purpose at any reasonable time.
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ARTICLE VI - BOARD QE DIRECTOR
Section 1 - eneral Power
The control and management of the affairs of the Corporation shall be
vested in its Board of Directors. The function of the Board of Directors
shall be to establish overall policy for the operation of the Corporation.
Segfion 2- Number and Term of Qffice
The Board of Directors of the Corporation shall consist of thirteen (13)
persons.
Segtion 3 - A in ment of Directors and Tenure
Members of the Board of Directors shall be appointed in the following
manner:
a) The Board of Commissioners of Wayne County, Indiana shall
appoint three (3) members subject to approval of the Wayne County
Council.
b) The Mayor of the City of Richmond, Indiana shall appoint three (3)
members subject to approval of the Common Council of the City of
Richmond.
c) The Town Councils of Cambridge City, Centerville, Fountain City
and Hagerstown shall each appoint one (1) member.
d) The Board of Directors of the Richmond -Wayne County Chamber of
Commerce shall appoint three (3) members.
e) The term of a director shall commence at the regular annual
meeting of the Board of Directors and shall be for a term of three (3)
years or until a successor shall have been appointed and qualified
except that the terms of those appointed to the initial Board of
Directors shall be as follows:
1. Members appointed by the Board of Commissioners of Wayne
County pursuant to paragraph "a" above shall serve; one (1)
for a three (3) year term, one (1) for a two (2) year term and one
(1) for a one (1) year term.
2. Members appointed by the Mayor of the City of Richmond
pursuant to paragraph b) above shall serve; one (1) for a three
(3) year term, one (1) for a two (2) year term and one (1) for a
one (1) year term.
3. Members appointed by the Town Councils of Cambridge City,
Centerville, Fountain City and Hagerstown pursuant to
paragraph "c" above shall serve; Cambridge City one (1) for a
three (3) year term, Centerville one (1) for a two (2) year term,
Fountain City one (1) for a (1) year term and Hagerstown one
(1) for a three (3) year term.
4. Members appointed by the Board of Directors of the Richmond -
Wayne County Chamber of Commerce pursuant to paragraph
"d' above shall serve; one (1) for a three (3) year term, one (1)
for a two (2) year term and one (1) for a one (1) year term.
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Sectign 4 - Eli 'bilit
Each director shall be eligible for appointment to serve two (2)
consecutive terms. After two (2) consecutive three (3) year terms,
directors may not be reappointed until a one (1) year lapse shall have
occurred.
Ser,tion 5 -V ni
Any vacancy occurring on the Board of Directors caused by death,
resignation, removal or otherwise shall be filled by appointment of the
entity that originally appointed such director.
Section 6 - Resignation or Remoyal
A director of the Corporation may resign at any time by tendering such
resignation in writing to the Corporation and the original appointing
body which resignation shall become effective on receipt by the
Corporation at its principal office. The Board of Directors, by a two-
thirds (2/3rds) majority vote of a quorum of the Board of Directors, may,
with cause, remove any director from office prior to the normal
expiration of the director's term of office. Any director sought to be
removed from the board shall be given at least ten (10) calendar days
notice of the directors meeting at which his/her removal will be voted
upon. The director will be afforded the opportunity at that meeting to
speak in his/her own behalf prior to the taking of any vote on removal.
Section 7 - Compensation
Directors shall not receive compensation for any services rendered in
their capacities as directors. However, nothing herein contained shall
be construed to preclude any director from receiving compensation from
the Corporation for other services actually rendered or for expenses
incurred for serving the Corporation as a director or in any other
capacity.
agetion 8 - Regular Meetings
Regular meetings of the board may be held at such place and time as
shall be approved by resolution of the board for the transaction of such
business as may come before the meeting.
&ctign 9 -special Meeting
Special meetings of the Board of Directors may be held whenever called
by the President or upon written request of any three (3) directors. The
business to be transacted at any.special meeting of the board shall be
limited to those items of business stated in the notice of the meeting.
Section 10 - Notice of Meetings
Directors shall be given notice of each meeting of the Board of Directors
which notice shall state the date, time and place of the meeting and in
the case of a special meeting the items of business to be transacted.
Such notice shall be given by the President or Secretary of the
Corporation and shall be given to each director not less than two (2)
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calendar days prior to the meeting. Such notice shall be given
personally or by mail, telephone or telegram to the director's residence
or place of business as listed at the Corporations principal office. Any
director may waive notice of any meeting. The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting except
where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at nor the
purpose of any regular or special meeting of the board need be specified
in the notice of waiver or notice of such meeting unless specifically
required by law or these by-laws.
Suction 11 - OuQrum.
A majority of the entire Board of Directors shall constitute a quorum.
However, when vacancies exist on the board, a majority of the existing
directors shall constitute a quorum.
Sect; on 12- Manner of Actin
The act of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 1 - BoandA i n Without A M etin
Any action which may be taken at a meeting of the board may be taken
without a meeting. if, prior to such action, a consent in writing setting
forth such action is signed by all of the directors and is filed in the
minutes of the proceedings of the board.
Section 14 - P rtici ation By Tele h n
Any or all of the directors may participate in a meeting of the board by
similar communications equipment
means of a conference telephone or
by which all persons participating in the meeting can communicate
with each other. Participation by these means constitutes presence in
person at the meeting.
e ti n l - Paw r t Make By -la w--s
The Board of Directors shall have the power to make and alter any by-
law or by-laws.
Section 1 - Power to Elect and A oint Cffi er
The Board of Directors shall select a President, one or more Vice
Presidents, a Secretary and a Treasurer. The board shall have the
power to appoint other such officers and agents as the board may deem
necessary for transaction of the business of the Corporation. Any officer
or agent may be removed by the Board of Directors whenever in the
judgement of the board the linterests have an any office
oration will be served
thereby. The board shall a Power to fill any vacancy
occurring for any reason whatsoever.
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Ser,tion 17 - Delegation of P wer
For any reason deemed sufficient by the Board of Directors, whether
occasioned by absence or otherwise, the board may delegate all or any of
the powers and duties of any officer to any other officer or director butno
o
officer or director shall execute, acknowledge or verify any
in more than one capacity.
Section 18 - Directas Conflict of Interest
No contract or other transaction between the Corporation and one or
more of its directors or any other corporation, firm, association or entity
in which one or more of its directors is a director or officer or is
financially interested, shall be either void or voidable because of this
relationship or interest or because the director or directors or a
committee thereof which authorizes, approves or ratifies such contract
or transaction or because his/her or their votes are counted for such
purposes, if.
a) The fact of this relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approved or
ratifies the contract or transaction by a vote or consent sufficient
for the purpose without counting the votes or consents of such
interested directors; or
b) The fact of such relationship or interest is disclosed or known to
the members entitled to vote and they authorize, approve or ratify
such contract or transaction by vote or written consent; or
c) The contract or transaction is fair and reasonable to the
Corporation.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board Directors
such contract
committee thereof, which authorizes, approves es or
or transaction. The
chmiri� �� of interest or any other f any such meeting lvot voting abstentions.
ld reflect the
reasons) for any such
ARTICLE Di - OFFICERS
,9Pction i - Offic r
The Board of Directors shall elect or appoint the officers of the
Corporation. The officers of the Corporation shall be a President, one or
more Vice Presidents, a Secretary, a Treasurer and other such officers
as may be deemed desirable by the Board of Directors. Any two or more
offices may be held by the same person except the offices of President
and Secretary.
Seghon 2- Election and T rm of ffic
The officers of the Corporation shall be elected annually from among
and by the Board of Directors at the regular annual meeting of the Board
of Directors. Each ebeen dulyer hold office for one elected and shall have qualified unless
ear or until his/her
successor shall have Y
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earlier removed by the Board of Directors. All officers and agents can be
removed at any time by the affirmative vote of the majority of the
members of the Board of Directors. Officers shall be eligible for re-
election.
-Segtion 3 - President
The President shall be the chief executive officer of the Corporation.
He/she shall preside at all meetings of the Board of Directors and
membership. Under the board's direction, he/she shall have general
supervision over the affairs of the Corporation and over the other
officers. He/she shall sign all written contracts of the Corporation and
perform all such other duties as are incident to this office.
EiPrtion 4 - Vice President
The Vice President shall perform the duties specified in Section 3 of this
article in the absence or disability .of the President. In addition, he/she
shall perform duties and assignments which may from time to time be
delegated by the President or the board.
Sedi:on 5 - Treamir r
The Treasurer shall have custody of all monies and securities of the
Corporation and shall give bond in such sums and with such sums and
with such surety as the directors may require, conditioned upon the
faithful performance of his/her office. He/she shall perform all such
other duties as are incident to this office as Treasurer.
Sectign-6- Secret=
The Secretary shall have the responsibility for providing that notices
required by these By -Laws be issued and shall provide that minutes of all
meetings the Board of Directors and membership be adequately kept.
He/she shall have responsibility for all corporate books, records and
papers, any and all written contracts of the Corporation and shall be
custodian of the Corporate Seal. He/she shall perform all such other
duties as are incident to the office.
Serti-on 7 - Vacancies
Vacancies among elected and appointed officers occurring during the
annual terms thereof shall be filled by the Board of Directors from
among the members of the Board of Directors.
Section 8 - Compensation
No officer of the Corporation except those who are employees of the
Corporation shall receive any compensation for services performed by
them as such officers but compensation may be paid to employees of the
Corporation for services rendered in their respective positions.
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Seghon 9 -Bn
The Treasurer, any Assistant Treasurer and such other officers, agents
and employees of the Corporation as the Board of Directors may require,
shall be bonded for faithful performance of their respective duties in
such amounts and with such surety as may from time to time be fixed
and determined by the board. Cost of such bond to be borne by the
Corporation.
ARTICLE VIII - OMMITTEES
Standing and Special Committees
The President shall, with the approval of the Board of Directors, appoint
such standing or special committees of such size as the President or
Board of Directors may deem necessary to properly carry on the
activities and effect the purposes of the Corporation. Such committees
shall perform as the President or the Board of Directors may direct.
Unless otherwise specified, committee members may include, in
addition to directors, other persons.
ARTICLE IX - CONTRACT69,CHECKS, DEPOSITS FMS
Section 1 -, Contracts
The Board of Directors may authorize any officer or officers, agent or
agents of the Corporation, in addition to the officers so authorized by
these by-laws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation and such
authority may be general or confined to specific instances.
Section 2 - Checks. Drafts, Etc.
All checks, drafts or orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation and
in such manner as shall from time to time be determined by resolution
of the Board of Directors.
Section - D o its
All funds of the Corporation shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
Section 4 - Giftg
The Board of Directors may accept on behalf of the Corporation any
contribution, gift, bequest or devise for the general purpose or for any
special purpose of the Corporation.
r
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ARTICLE X -BOOKS AND RECORD
Bgoks and RMOML
The Corporation shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its members,
Board of Directors and committees having any of the authority of the
Board of Directors and shall keep at the principal office a record giving
the names and addresses of the members entitled to vote. All books and
records of the Corporation may be inspected by any member of the
Corporation or their agent or attorney for any proper purpose at any
reasonable time.
ARTICLE XI - FISCAL YEA
Fiscal Y ar
The fiscal year of the Corporation shall begin the first day of January
and end on the last day of December in each year.
ARTICLE XII ORPORA FE INDEMNIFICATION
Indemnification
To the extent not inconsistent with the law of the State of Indiana, every
person (and the heirs and personal representatives of such person) who
is or was a director or officer of the Corporation shall be indemnified by
the Corporation against all liability and reasonable expense that may be
incurred by him/hero (a} if such director oection with or r resulting
om s whollylmm,
action, suit or proceeding
successful with respect thereto or (b) if not wholly successful, then if
such director or officer is determined to have acted in good faith in what
he/she reasonably believed to be the best interests of the Corporation and,
in addition, with respect to any criminal action or proceeding is
determined to have had no reasonable cause to believe that this conduct
was unlawful. The termination of any claim, action, suit or proceeding,
by judgement, settlement (whether with or without tour. approval_),
conviction, plea of guilty or plea of polo cont ndele (or its equivalent)
shall not create a presumption that a director or officer did not meet the
standards of conduct sell forth in this section.
As used in this section, the terms "claim, action, suit or proceeding"
shall include any claim, action, suit or proceeding and all appeals
thereof (whether brought by or in the right of this Corporation, any other
Corporation or otherwise), civil, criminal, administrative or
investigative or threat thereof, in which a director or officer of the
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Corporation (or his/her heirs and personal representatives) may become
involved as a party or otherwise:
a) by reason of his/her being or having been a director or officer of
the Corporation or of any corporationwhich he/she served as
such at the request of the Corporation, or
b) by reason of his/her acting or having acted in any capacity in a
partnership, association, trust or other organization or entity
where he/she served as such at the request of the Corporation,
or
c) by reason of any action taken or not taken by him/her in any
such capacity, whether or not he/she continues in such
capacity at the time such liability or expense shall have been
incurred.
As used in this section, the terms "liability" and "expense" shall include
but shall not be limited to counsel fees and disbursements and amounts
of judgements, fines or penalties against and amounts paid in
settlement by or on behalf of a director or officer.
As used in this section, the term "wholly successful" shall mean (a)
termination of any action, suit or proceeding against the person in
question without any finding of liability or guilt against him/her, (b)
approval by a court with knowledge of the indemnity herein provided, of
a settlement of any action, suit or proceeding or (c) the expiration of a
reasonable period of time after the making of any claim or threat of
action, suit or proceeding without the institution of the same without
any payment or promise made to induce a settlement.
Every person claiming indemnification hereunder (other than one who
has been wholly successful with respect to any claim, action, suit or
proceeding) shall be entitled to indemnification (a) if special independent
legal counsel which may be regular counsel of the Corporation or other
disinterested person or persons, in any case selected by the board of
directors, whether or not a disinterested quorum exists (such counsel or
person or persons being hereinafter called the "referee"), shall deliver to
the Corporation written findings that such director or officer has met
the standards of conduct set forth herein, and (b) if the Board of
Directors, acting upon such written finding, so determines. The person
claiming indemnification shall, if requested, appear before the referee
and answer any questions which the referee deems relevant and shall be
given ample opportunity to present to the referee evidence upon which
he/she relies for indemnification. The Corporation shall, .at the request
of the referee, make available. facts, opinions or other evidence in any
way relevant to the referee's findings which are within the possession or
control of the Corporation.
The rights of indemnification provided in this section shall be in
addition to any rights to which any such director or officer may
otherwise be entitled. Irrespective of the provisions of this section, the
BE
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Board of Directors may, at any time and from time to time, approve
indemnification of directors, officers, employees or other persons to the
full extent permitted by the law of the State of Indiana, whether on
account of past or fixture transactions.
The Board of Directors is authorized and empowered to purchase
insurance covering the Corporation's liabilities and obligations under
this section and insurance protecting. the Corporation's. directors,
officers, members and employees.
ARTICLE XIII DIS OLUTI N
Disaoution of the Corp -oration
Upon the dissolution of the Corporation, the Board of Directors and
members shall, after paying or making provision for the payment of all
the liabilities of the Corporation, dispose of all the assets of the
Corporation exclusively for the purposes of the Corporation in such
manner or to such organization or organizations organized and
operated exclusively for charitable, educational, religious or scientific
purposes as such at the time qualify as an exempt organization or
organizations under Section 501(c) (3) of the Internal Revenue Code of
1954 (or the corresponding provision of any fixture United States Internal
Revenue Law), as the directors and members shall determine. Any
such assets not so disposed of shall, upon dissolution, escheat to the
State of Indiana for exclusively public purposes.
ARTICLE X1V - AMENDMENT TO BY-LAW
Amendment
The Board of Directors of the Corporation shall have the power, without
the assent or vote of the members, to make, alter, amend or repeal the
code of by-laws providing for the internal regulation and conduct of the
affairs of the Corporation, provided that a number of directors equal to a
majority of the number who would constitute the entire Board of
Directors at the time of such action, vote affirmatively for such action
and provided further that any by-laws providing for action inconsistent
with the purposes and powers of the Corporation enumerated in the
Articles of Incorporation shall not be binding upon any officer, director
or member of the Corporation and shall not effect the continued validity
of the remaining by-laws.
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DISPOSITION OF ORDINANCE NO. q' -199_�
RESOLUTION NO. -199—
by Common Councii
Ordinance Noq—+—
Resolution No. _ Elstro Lundy Brookbank Donat McBride Parker Dickman Allen Hutton
Date z I ct�
Susp. rules Ist read /
V
Title only
------------- ---
--�- I ------ ---------- L
Seconded `----- -----
Proof of Publicaton
Seconded
Move to 2nd read i/
Seconded
Engrossment
-- ---- --•--- ---- ---✓
-•--------------- ----- -------- ---- ---
-
Seconded
Susp rules 3rd read
Seconded
Passage ✓ ,� ,�
�/
-------- -------....---
------ --O R- --------------- ----•
------- -----
Rejection
Date Passed 7--
COMMITTEE ASSi NM NTS:
Committee Date
Commitee Hearing Date
Reassigned to Council Agenda
PUBLICATION. DATES:
AMENDMENTS:
COMMENTS:
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