HomeMy Public PortalAboutOrd. 459 - Public CorporationsORDINANCE NO.
AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE.ESTAB-
LISHMENT, ORGANIZATION AND OPERATION OF .A PUBLIC COR-
PORATION TO IMPLEMENT TITLE 50, CHAPTER 27, IDAHO CODE,
AS AMENDED, APPROVING A CHARTER FOR SUCH CORPORATION,
SPECIFYING THE POWERS, AUTHORITY AND LIMITATIONS OF
THE PUBLIC CORPORATION, PROVIDING FOR CONTROL AND
SUPERVISION OF THE PUBLIC CORPORATION BY THE CITY;
AND PROVIDING AN EFFECTIVE DATE.
.WHEREAS the legislature of the State of Idaho has.provided
for the creation of public corporations by .cities of the State
of.Idaho, pursuant to -Title 50, Chapter 27, Idaho Code, as
amended (the "Act"), for .the purpose of facilitating economic
development.and.employment opportunities in the State of Idaho
through financing by such public_ corporations of the project
costs of industrial development facilities:; and
WHEREAS the City of McCall desires to avail itself of the
authority contained in the Act by creating a'public corporation
for the purposes stated in the Act;
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL
OF THE CITY OF McCALL, IDAHO:
Section 1. ,.The City of McCall (the "City") does hereby
createa public corporationto carry out the purposes of the
Act.- This Ordinance shall not be construed to limit or restrict
the purposes of the Act, but shall be liberally construed to
effect .such purposes.
Section 2. The:name Of the public corporation shall be
The Industrial Development Corporation of the City of McCall;.
Idaho (the "Corporation")..
. Section.3. The Corporation shall have all the powers
and be subject to all the -limitations and provisions contained
in the Act.
Section 4. A charter (the "Charter") is hereby issued
by the City to the C.o,rporation: The Charter grants to the
Corporation all powers authorized by the Act. .A copy.of the.
Charter is.attached to this Ordinance as Exhibit A and is.
incorporated herein by reference. The Charter is hereby approved
pursuant to Section 50-2703(I) of the Act. The Charter may be
amended from time to time by:the City Council. The existence
of the Corporation commences
Ordinance becomes effective.
Section 5. .The Board of Directors of the Corporation
(the "Board") shall be comprised of five .(5) residents of the.
City appointed by the Mayor with the advice and consent -of the
City Council. Of.the members first appointed, ,one member shall
serve for a term of one (1) year, two for a term of two (2)
years, and two for a term of three .(3) years :. Thereafter, upon
expiration of a term of appointment, each member shall be
appointed to a three (3) year term. If a vacancy occurs during
an -unexpired term, the Mayor with the consent of the Council.
shall appoint a member, who shall also be ,a resident -of the City,
to serve the remainder of the unexpired term. A. -majority of the
members of the Board shall constitute a quorum, and the approval
of a majority of a quorum shall.be necessary for the Board to.
take any action.
Section 6. The. affairs of the Corporation shall be con --
at the time the enactment of
this
ducted and carried out by the Board. The Board shall elect
officers from among its own members. Such officers shall be.
elected at the. initial zrieeting . of the Board in each calendar
'year;. shall serve until their successors have been duly elected,
and shall include a president.and a secretary and may include a
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vice president and an assistant secretary. The Board•may elect
such .other officers as it shall from time _ totime determine to be
necessary or desirable.. The Board shall adopt bylaws and/or
rules and regulations governing the•election of officers, the
power and duties of such :officers, the.filling of.vacancies in
Offices, .the scheduling, giving notice of, and conduct of meet-
ings, and the conduct of the Corporation. Such bylaws, rules
.and regulations may be amended from time to time•by the Board,
provided.that any such amendments shall be.consistent with the
provisions hereof.
Members•o_f the Board shall serve without compensation'but
with reimbursement of expenses as may be provided in the bylaws,
rules and regulations of.the Board.
Section 7. No director, officer, agent, employee or
official .of the, Corporation shall, have a direct or'indirect:
financial interest in any. property to be included in'or any
`contract for property, -service or materials to be furnished or
used in connection with any industrial development facility
financed through the
Section 8. ,The
granted by the Act.'
Corporation. -
Corporation shall have all the powers
Such -powers shall include, without
limi-
tation., all powers set forth in the Charter.
Section 9. .The City may.not give.or lend any money or
property -in aid of the Corporation except as expressly authorized
by the Act. This provision shall not preclude the City from
dealing with the Corporation on an.arms- length basis..
-Section 10. Any net earnings of the Corporation beyond -
those necessary for retirement of indebtedness incurred•by it
shall inure to the City and not for the benefit of any other
person. Alteration of the Charter of or dissolution of or audits
of the Corporation shall be as provided by the Act and by
subsequent ordinances of the City. Upon dissolution of the
Corporation title to all property owned by the Corporation shall
vest in the City.
Section 11. All.ordinances and resolutions or parts
thereof in conflict herewith are to the extent of such conflict
hereby repealed.
Section 12. That this Ordinance shall be in full force
and effect from and after its passage, approval and publication.
Passed .by the Council of the City of McCall, Idaho, this
s®°t% day of Q^^ �, 198 ,
Approved by theme, of .he City of J[cCall, Idaho, this
�n JLL
1►^� • day of n. = 983.
APPROVED:
ATTEST:
CHARTER OF
THE INDUSTRIAL DEVELOPMENT CORPORATION
OF THE CITY OF McCALL, IDAHO
ARTICLE I
NAME, SEAL AND DEFINITIONS
The name of this public corporation shall be The
Industrial Development Corporation of the City of McCall, Idaho.
The corporate seal of this public corporation shall be a circle
with the name "The Industrial Development Corporation of the City of
inscribed therein. Asused in this Charter,
McCall, Idaho,"
unless otherwise required by context:
"Act" means Title 50, Chapter 27, Idaho Code, as amended
(the "Act");
"Board" means the Board of Directors of the Corporation.
"Corporation" means The Industrial Development
Corporation of the City of McCall, Idaho.
"Governing Body" means the City Council .of the_
Municipality.
"industrial development.facilities" means the same as
such term means for the purpose of the Act;
"Municipality" means the City of McCall, Idaho.
"Ordinance" means Ordinance 1‘.1? of the Municipality
_e
passed on the ____ day of Ji.1,, , 191, pursuant to which
the Corporation is created.
EXHIBIT A
ARTICLE II
CREATION OF THE CORPORATION AND GRANT OF POWER
The Corporation is a public_ corporation organized
pursuant to the Act and the Ordinance. The Corporation is hereby
granted all powers authorized by the Act.
ARTICLE III
DURATION OF THE CORPORATION
Unless modified by state law or by an ordinance of the
Municipality, the duration of the Corporation shall be perpetual.
ARTICLE IV
PURPOSES OF THE CORPORATION
The purpose of the Corporation is to function as a
public corporation pursuant to the provisions of the Act and the
Ordinance and to issue tax exempt nonrecourse revenue bonds to
finance industrial developmentfacilities located within the
corporate boundaries of the Municipality. The financing of
industrial development facilities within the corporate boundaries
of the Municipality is for the purpose of promoting higher
employment, encouraging the development of new jobs, maintaining
and supplementing the capital investments in industry that
currently exist within the State of Idaho, encouraging future
employment by ensuring future capital investment, attracting
environmentally sound industry within the corporate boundaries of
the Municipality and to the State of Idaho, protecting and
enhancing the quality of natural resources and the environment,
and promoting the production and conservation of energy. This
charter shall not be construed to limit or restrict the purposes
of the Act, but shall be liberally construed to effect such
purposes.
ARTICLE V
POWERS OF THE CORPORATION
1. The Corporation shall have all the powers granted to
public corporations by the Act. Such powers include, without
limitation, the following powers:
(a) to locate, construct and maintain one or more
industrial development facilities;
(b) to lease to a lessee all or any part of any
industrial development facility for such rentals and upon
such terms and conditions, including renewal of the lease or
options to purchase, as its Board of Directors considers
advisable and not in conflict with the Act;
(c) to sell by installment contract or otherwise and
convey all or any part of any industrial development
facility for such purchase price and upon such terms and
conditions as its Board of Directors considers advisable
which are not in conflict with the Act;
(d) to make loans for the purpose of providing
temporary or permanent financing or refinancing of all or
part of the project cost of any industrial development
facility, including the refunding of any outstanding
obligations, mortgages, or advances .issued, made, or given
by any person for the project costs; and to charge and
collect interest on the loans for the loan payments upon
such terms and conditions as its Board of Directors
considers advisable which are not in conflict with the Act;
(e) to issue revenue bonds for the purpose of financing
all or part of the project cost of any industrial
development facility and to secure the payment of the
revenue bonds as provided in the Act; provided that
issuance of revenue bonds for facilities pursuant to the Act
shall not preclude the issuance of additional revenue bonds
in connection with the same facility, and provided that any
subsequent bond issue shall recognize and protect any prior
pledge made for any prior issue of revenue bonds;
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(f) as security for the payment of the principal of and
interest on any revenue bonds issued and any agreements made
in connection therewith, to mortgage, pledge, or otherwise
encumber any or all of its industrial development facilities
or any part of parts thereof, whether then owned or
thereafter acquired, and to assign any mortgage and repledge
any security conveyed to the Corporation, to secure any loan
made by the Corporation and to pledge the revenues and
receipts therefrom;
(g) to sue and be sued, complain, and defend in its
corporate name;
(h) to make contracts and to execute all instruments
necessary or convenient for the carrying out of its
business;
(i) to have a corporate seal and to use the same by
causing it, or a facsimile thereof, to be impressed or
affixed or in any other manner reproduced;
(j) subject to the limitations of section 50-2706 of
the Act, to borrow money, accept grants from, or contract
with any local, state, or federal governmental agency or
with any financial, public, or private corporation;
(k) to make and alter bylaws not inconsistent with this
Charter or the Act for the administration and regulation of
the affairs of the Corporation;
(1) to collect fees or charges from users or
prospective users of industrial development facilities to
recover actual or anticipated administrative costs;
(m) to execute financing documents incidental to the
powers enumerated•in this subsection;
(n) to have any and all other powers granted to public
corporations under the Act; and
(o) to adopt resolutions authorizing any of the actions
provided for herein.
"
2 . R e v e n u e b o n d s i s s u e d p u r s u a n t t o t h e A c t s h a l l b e a r
t h e s e a l o f t h e C o r p o r a t i o n , w h i c h m a y e i t h e r b e p h y s i c a l l y
i m p r e s s e d t h e r e o n o r p r i n t e d a s a f a c s i m i l e t h e r e o f , a n d t h e
s i g n a t u r e o f t h e P r e s i d e n t o f t h e B o a r d , o r i n h i s a b s e n c e a n d i n
h i s s t e a d , t h e V i c e - P r e s i d e n t , a n d t h e s i g n a t u r e o f t h e S e c r e t a r y
o f t h e B o a r d , o r i n h i s a b s e n c e a n d i n h i s s t e a d , t h e A s s i s t a n t
S e c r e t a r y . T h e s i g n a t u r e s m a y b e e i t h e r m a n u a l o r f a c s i m i l e , o r
a c o m b i n a t i o n t h e r e o f .
A R T I C L E V I
L I M I T A T I O N S O N T H E C O R P O R A T I O N
1 . N o p a r t o f t h e n e t e a r n i n g s o f t h e C o r p o r a t i o n
b e y o n d t h o s e n e c e s s a r y t o r e t i r e i n d e b t e d n e s s i n c u r r e d b y i t
s h a l l i n u r e t o t h e b e n e f i t o f , o r : b e d i s t r i b u t a b l e t o , a n y o n e
o t h e r t h a n t h e M u n i c i p a l i t y . U p o n d i s s o l u t i o n o f t h e
C o r p o r a t i o n , t i t l e t o a l l p r o p e r t y o w n e d b y t h e C o r p o r a t i o n s h a l l
v e s t i n t h e M u n i c i p a l i t y .
2 . T h e M u n i c i p a l i t y m a y n o t g i v e o r l e n d a n y m o n e y o r
p r o p e r t y i n a i d o f t h e C o r p o r a t i o n e x c e p t a s e x p r e s s l y a u t h o r i z e d
b y t h e A c t . T h i s p r o v i s i o n s h a l l n o t p r e c l u d e t h e M u n i c i p a l i t y
f r o m d e a l i n g w i t h t h e C o r p o r a t i o n o n a n a r m s l e n g t h b a s i s .
3 . T h e C o r p o r a t i o n m a y n o t i s s u e r e v e n u e o b l i g a t i o n s
e x c e p t u p o n t h e a p p r o v a l o f t h e M u n i c i p a l i t y a n d u p o n t h e
a p p r o v a l o f t h e c o u n t y o r c i t y w i t h i n w h o s e p l a n n i n g j u r i s d i c t i o n
t h e p r o p o s e d i n d u s t r i a l d e v e l o p m e n t f a c i l i t y l i e s .
4. No revenue bonds may be issued by the Corporation
unless the Board makes a finding that in its opinion the interest
paid on the bonds will be exempt from income taxation by the
federal government.
5. Revenue bonds issued by the Corporation shall not be
considered to constitute a debt of the State of Idaho, of the
Municipality, or of any other municipal corporation,
quasi -municipal corporation, subdivision or agency of the State
of Idaho or to pledge any or all of the faith and credit of any
of those entities.
6.. Revenue bonds issued by the Corporation shall he
payable solely from the revenues derived. as a result of the
industrial development facilities funded by the revenue bonds,
including, without limitation, amounts received under the terms
of any financing document or by reason of any additional security
furnished by the user of the industrial development facility in
connection with the financing thereof, any money and other
property received from private sources.
7. Each revenue bond issued by the Corporation shall
contain on its face statements to the effect that:
(a) Neither the State of Idaho nor the Municipality or
any other municipal corporation, quasi -municipal
corporation, subdivision or agency of the State is obligated
to pay the principal or the interest thereon;
(b) No tax funds or governmental revenue may. be used to
pay the principal or interest thereon; and
(c) Neither any or all of the faith and credit nor the
taxing power of the State of Idaho, the Municipality or any
other municipal corporation, quasi -municipal corporation,
subdivision, or agency thereof is pledged to the payment of
the principal of or the interest on the revenue bond.
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8. The Corporation may incur only those financial
obligations which will be paid from revenue received pursuant to
financing documents, from fees or charges paid by users or
prospective users of the industrial development facilities funded
by the revenue bonds, or from the proceeds of revenue bonds.
9. The Corporation has no power of eminent domain nor
any power to levy taxes or special assessments.
10. The Corporation has no authority to incur or create
any liability that permits recourse by any contracting party or
member of the public to any assets, services, resources or credit
of the Municipality.
11. The Municipality shall have access to the books and
records of the Corporation at all times.
12. The Corporation may not operate any industrial
development facility as a business other than as lessor, seller
or lender. The purchase and holding of mortgages, deeds of trust
and other security interests, and contracting for any servicing
thereof, is not considered the operation of an industrial
development facility.
13. The Corporation may not exercise any of the powers
authorized in Article V or issue any revenue bonds with respect
to any industrialdevelopment facility unless the industrial
development facility is located wholly within the boundaries of
theMunicipality, except that energy facilities and solid waste
disposal facilities may be located partially or wholly outside
the boundaries of the Municipality upon approval of the
Municipality and planning and zoning approval by each county or
city within whose planning jurisdiction the proposed industrial
development facility lies.
14. The Corporation shall be subject to ail other
limitations set forth in Section 50-2706 of. the Act, which
limitations are hereby incorporated herein by reference.
ARTICLE VII
ORGANIZATION OF THE CORPORATION
1. Management of the affairs of the Corporation shall
reside in the Board. The Board shall be comprised of the members
as provided, and subject to the exceptions set forth, in the
Ordinance.
2. The members of the Board shall elect officers as
provided in the Ordinance. The Board shall oversee the
activities of the Corporation, establish or implement policy,
participate in corporate activity as necessary and have
stewardship for management in determination of all corporate
affairs.
ARTICLE VIII
RIGHTS AND LIABILITIES OF DIRECTORS
1. No director, officer, agent, employee or official of
the Corporation may have a direct or indirect financial interest
in any property to be included in or any contract for property,
services or materials to be furnished or used in connection with
any industrial development facility financed through the
Corporation.
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2. Every person who was or is a party to, or is
threatened to be made a party to, or is involved in, any action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or a person of whom
he is the legal representative is or was a director or officer of
the Corporation, or is or was serving at the request of the
Corporation as its representative in any other enterprise, shall
be indemnified and held harmless to the fullest extent legally
permissible under the laws of the State of Idaho from time to
time against all expense, liability and loss (including
attorneys' fees, judgments, fines and amounts paid or to be paid
in settlement), reasonably incurred or suffered by him in
connection therewith. Such rights of indemnification shall he a
contract right which may be enforced in any manner desired by
such person. Such right of indemnification shall not be
exclusive of any other right which such directors, officers, or
representatives may have or hereafter acquire, and without
limiting the generality of such statement, they shall be entitled
to their respective rights of indemnification under any bylaw,
agreement, provision of law, or otherwise, as well as their
rights under this article. The Board may adopt bylaws and/or
rules and regulations from time to time with respect to
indemnification to provide at all times the fullest
indemnification permitted by the law of the State of Idaho, and
may cause the Corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the
Corporation, or is or was serving at the request of the
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Corporation as its representative in any partnership, joint
venture, trust or other enterprise, against any liability
asserted against such person and incurred in any such capacity or
arising out of such status, whether or not the Corporation would
have the power to indemnify such person.
ARTICLE IX
BYLAWS
The Board of Directors shall adopt bylaws and/or rules
and regulations to provide such rules for governing the
Corporation and its activities as are not inconsistent with the
Ordinance, this Charter and the Act. Adoption of bylaws and
rules and regulations. and any amendments thereto shall require a
majority vote of the Board. The Board may provide in the bylaws
or rules and regulations for all matters relating to the
governance of the Corporation, including but not limited to.
matters referred to elsewhere in this Charter for inclusion
therein, and for the following:
1. the existence of committees and duties of any such
committee;
2. regular and special meetings of the Board;
3. retention of staff or personnel and the relationship
between the Corporation and the Municipality; and
4. such other matters as may become necessary or
important to the proper functioning of the Corporation.
Q .,
•
I ARTICLE X
AMENDMENTS TO CHARTER
This Charter may be amended by ordinance of the
Municipality.
ARTICLE XI
COMMENCEMENT OF THE CORPORATION
The e.xistence of the Corporation shall commence at the
time the enactment of the Ordinance becomes effective. A true
and complete copy of this Charter, certified by the Clerkof the
Municipality as being on file with the Municipality and having
been duly issued by the Municipality, together with a certified
copy of the Ordinance, shall be filed in the permanent records of
the Corporation.
ARTICLE XII
MISCELLANEOUS
Audits, dissolutions, alterations of this Charter,
trusteeships, and other matters affecting the Corporation shall
be in compliance with the provisions of the. Ordinance and the
Act.
ATTEST:
DATED this 511 .day of .,.'
, 198a.
CITY OF McCALL, IDAHO
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