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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 Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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) Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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. Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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. 2 Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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. 3 Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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) 4 Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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. 5 Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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 0 Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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. 7 Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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 Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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 0 Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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 Create PDF files without this message by purchasing novaPDF printer (ht .Hwww.novapdf.com) 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. 11 Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com) 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: Create PDF files without this message by purchasing novaPDF printer (ht .//www.novapdf.com)