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HomeMy WebLinkAboutResolution No. 2019-64CITY OF KENAI RESOLUTION NO. 2019-64 Sponsored by: Administration A RESOLUTION OF THE COUNCIL OF THE CITY OF KENAI, ALASKA, APPROVING AN AGENCY FUND AGREEMENT WITH KENAI SENIOR CONNECTION, INC. WHEREAS, Kenai Senior Connection, Inc. (Foundation) is a non-profit ("501(c)(3)") corporation whose purpose is to provide financial assistance for the continued operations of the Kenai Senior Center; and, WHEREAS, in order to keep its overhead low and maximize the amount of donations reaching its charitable purpose, the Foundation seeks an agreement with the City for the investment of funds; and, WHEREAS, the City already has the staff, structure and financial controls to manage the investment of the Foundation's funds in combination with other City funds; and, WHEREAS, because of the established structure and policy, the City can manage the investment of the Foundation's funds without significant expense to the City and at a low cost for the Foundation; and, WHEREAS, under an agency fund agreement, the City will manage the investments of the foundation, the decisions regarding the disposition of funds shall be made solely by the Foundation, not the City; and, WHEREAS, because the charitable purposes of the Foundation directly benefit the citizens of Kenai, it is in the best interest of the City to enter into an agency fund agreement with the Foundation. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF KENAI, ALASKA: Section 1. That the City Manager is authorized to enter into the attached agency fund agreement (Attachment "A") with Kenai Senior Connection, Inc. Section 2. That this resolution takes effect immediately upon passage Resolution No. 2019-64 Page 2 of 2 PASSED BY THE COUNCIL OF THE CITY OF KENAI, ALASKA, this 18" day of September, 2019. ATTEST: Approved by Finance: D N BRIAN GABRIEL, SR., MAYOR � Nq j AGENCY FUND AGREEMENT This Agreement to create the Kenai Senior Connection, Inc. Endowment Fund (the "Fund") is made effective the I' day of October, 2019, between the City of Kenai ("the City") whose address is 210 Fidalgo Avenue, Kenai AK 99611 and Kenai Senior Connection, Inc. (referred to as "KSCI") whose mailing address is P.O. Box 806, Kenai, AK, in consideration of the conditions contained in this Agreement. PURPOSE: The parties desire to create an agency Fund of the City to provide financial assistance for the continued operation of the Kenai Senior Center, identified in Article III, Paragraph 1 of the KSCI by -Laws dated February 26, 2016, identified in Exhibit A (attached). Any subsequent changes to the By -Laws of KSCI will not affect the purpose stated herein unless this agreement is amended by mutual consent of both parties. Should the purposes for which the Fund was created ever become obsolete, incapable of fulfillment, or inconsistent with providing financial assistance for the operations of the Kenai Senior Center or providing charitable, educational or additional senior benefits, the Fund's governing Board of Directors will use the fund for charitable purposes as similar as possible to those set forth in the as set forth in the KSCI By-laws. CONTRIBUTIONS TO FUND The initial contribution by the KSCI to the Fund shall be Generally accepted accounting principles require contributions from a not-for-profit entity (Agency) into a fund for its own benefit to be reported as assets on the financial statements of the Agency. Contributions from other sources will not be permitted. The City shall make distributions only to KSCI which must be initiated with a properly completed funds distribution request. Normal requests CITY OF KENAI AND KENAI SENIOR CONNECTION, INC. AGENCY FUND AGREEMENT Page 1 of 2 should allow approximately ten (10) working days for disbursement. Emergency requests, however, can be handled on an expedited basis. MANAGEMENT OF FUND: The Fund shall be invested as part of the pooled investments of the City, receiving a proportionate share of income and realized and unrealized capital gain or loss net of all related third -party investment administration fees. The City shall manage the investment of Funds in accordance with KMC 7.22. The agency recognizes and accepts the inherent risk of investing and agrees to hold the City of Kenai and its officers, employees, elected officials and agents harmless for investment performance provided investment activity complies with KMC 7.22, or for the disbursement of funds upon authorized direction of KSCI. GOVERNING LAW: The Fund and this Agreement shall be governed by and construed in accordance with the laws of the State of Alaska. CANCELLATION: This Agreement may be canceled by either parry upon 60 days written notice. Upon cancelation the City will return money held in the agency fund net of any capital gain or loss and investment third -party administrative fees to KSCI. KENAI SENIOR CONNECTION, INC. V.", Date: CITY OF KENAI Paul Ostrander, City Manager Date: CITY OF KENAI AND KENAI SENIOR CONNECTION, INC. AGENCY FUND AGREEMENT Page 2 of 2 "Attachment A" KENAI SENIOR CONNECTION, INC. BY-LAWS By -Laws of Kenai Senior Connection, Inc., Kenai, Alaska, adopted this 26`h day of February 2016. ARTICLE I Title: The title of the Corporation is KENAI SENIOR CONNECTION, INC. HEREINAFTER REFERRED TO AS "Foundation". ARTICLE II Location: The location of the principal office of the Foundation shall reside at 361 Senior Court, in the City of Kenai, Kenai Peninsula Borough, Alaska. ARTICLE III PURPOSES FOR WHICH THE FOUNDATION IS ORGANIZED: 1. To provide financial assistance for the continued operation of the Kenai Senior Center and senior community issues as directed by the Board of Directors. 2. Use any means and methods as the Directors of the Foundation may from time to time determine to be appropriate in the accomplishment of the specific purposes for which this corporation is formed and which are not contrary to the other terms and conditions hereof. 3. To receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions and limitations hereinafter set forth, to use and apply such funds exclusively for charitable, educational, or additional senior benefits. 4. To hold, mortgage, expend, exchange, invest or reinvest, encumber, lease, rent, sell, and deal in any legal manner with any property or funds which the 1 foundation may acquire. To use the income from such funds or property in the opinion of the majority of the Directors. 5. To use the income from such funds or property for such purposes unless, in the opinion of a majority of the Directors, it is deemed advisable to invite the corpus of such funds or property through a majority membership vote for such funds or property. ARTICLE IV DIRECTOR: The property and business of the Foundation shall be managed and controlled by a Board of Directors to be elected as follows: Section 1: The Board of Directors shall consist of a minimum of seven (7) persons and a maximum fifteen (15) persons. Section 2: The Membership of the Foundation can recommend Directors by letter or verbally at the annual meeting in January. Those recommended will be voted on by the Board of Directors and shall take office at that time. The Board of Directors may fill vacancies occurring between annual meetings. The appointment will be for the position vacated. Section 3: At the Board of Director's annual meeting in January, the Board of Directors will elect officers from the board members. Any vacancy of the officer positions occurring between the annual meetings may be filled by the Board of Directors appointment. Section 4: The Directors shall meet monthly at a regular date, time, and place agreed to by the Directors with the annual meeting being held in January of each year. Section 5: Special meetings of the Directors may be called by the President of the Foundation or by a majority of the Directors, provided all Directors have at least two (2) days notice of such special meeting. Special meetings of the Directors may be held at any time, if all Directors execute a waiver of notice of the time, place, and purpose of the meeting. Section 6: A quorum for a meeting shall consist of a majority of the members of the Board of Directors. W Section 7: If any Director is absent from three (3) consecutive meetings without adequate cause, the Directors of the Foundation shall have the authority to elect a replacement. In the event of the death, resignation, or inability to serve as Director, the Directors of the Foundation have the authority to elect a replacement immediately. ARTICLE V POWERS OF THE DIRECTORS: The Board of Directors shall have exclusive management of the business of the Foundation, and in addition to the powers conferred on them by these by-laws, may exercise all powers and do all such acts and things as may be exercised or done by the Foundation, subject to the provisions of law, of the Foundation's Charter, and of these by-laws. The Board of Directors will be responsible for appointing President, Vice - President, Secretary, and Treasurer from the Board of Directors. In addition to the general powers conferred herein and all other powers conferred by the by-laws, the Board of Directors shall also have the following powers: 1. To purchase or otherwise acquire for the Foundation and in the name of the Foundation any property, personal or real, rights or privileges which the Foundation is authorized to acquire, upon such terms and for such consideration as the Directors may deem proper. 2. Within their discretion, to pay for any property or any rights acquired by the Foundation, either wholly or partially, in money, in stocks, or other securities of the Foundation. 3. To appoint, at their sole discretion, remove, or suspend subordinate officers, agents, and servants, permanently or temporarily, as the Directors may deem proper. 4. To appoint any person or persons to hold in trust for the Foundation any property belonging to the Foundation, or in which it is interested, or for any other purpose, and to do all such duties as may be requisite with regard to and in relation to such trust. 5. To transfer by Deed or Bill of Sale any real or personal property of the Foundation and to execute Oil, Gas, and Mineral Leases covering the property of said Foundation. K 6. To create, make, and issue mortgages, bond, deeds of trust, trust instruments, and to do every act necessary to effectuate the same. 7. To determine, by resolution, which shall be authorized to execute on behalf of the Foundation bills, receipts, endorsements, checks, releases, contracts, and documents. 8. To provide for the management of the affairs of the Foundation in such manner as they think proper and particularly to create any committee the board deemed necessary in order to do the work of the Foundation. 9. To furnish timely reports of activities and financing of the Foundation. ARTICLE VI OFFICERS• Section 1: The officers of the Foundation shall be appointed from the Board of Directors at their first meeting after the election of Directors. The officers are members of the Board. The officers will be President, Vice-president, Secretary, and Treasurer. Section 2: The President shall preside at all meetings of the Board of Directors. He or she shall be responsible for the function of the Board of Directors, the coordination of its work, and performing the duties assigned to him or her by the Directors. The President shall also have authority to appoint such committees, as he or she deems necessary. Section 3: The Vice-president shall act as an aide to the President and perform the duties of the President when required by the President or in the absence or inability of the President to function. Section 4: The Secretary shall keep the minutes of the meetings of the Board and give all notices in accordance with the provisions of these assigned to him or her by the President or the Directors. Section 5: The Treasurer shall be responsible for general supervision of accounting for the financial operations of the Foundation and perform all the duties incident to the office of Treasurer and such other duties, as, from time to time, may be assigned to him or her by the President of by the majority of 4 the Directors. There will be a monthly treasurer's report that will include all accounts. ARTICLE VII MEMBERSHIP: Section 1: Any senior who is 55 years of age and contributes consecutively for twelve (12) months to the $5.00 A Month Club will be considered a member of the Kenai Senior Connection, Inc. A member may pay by the month or by the year. Section 2: There will be the following types of memberships available. (a) Active Member: Shall be open to any senior member 55 years of age who is interested in promoting senior issues and fund raising for the Kenai Senior Center and who contributes to the $5.00 A Month Club on an annual basis. (b)Associate Membership: Shall be open to any individual, business, or organization who wants to support the Kenai Senior Connection, Inc. by way of a yearly financial contribution of $50.00. An Associate member will receive a monthly Kenai Senior Center newsletter to keep informed of the happenings at the Center. ARTICLE VIII FISCAL YEAR: The fiscal year of the Foundation shall begin on the V day of July, and shall terminate on the following 301' day of June of each year. ARTICLE IX MEETINGS: There will be twelve regular meeting of the Kenai Senior Connection, Inc. held monthly. The annual meeting shall be held in January at which time the officers will give their annual reports and if necessary turn their records over to the new officers. 5 The meetings are open to the general membership. Topics for discussion must be on the agenda. Only the Board of Directors will be the voting authority. Director members vote by a show of a raised hand. ARTICLE X BOOKS, RECORDS, AND ACCOUNTS: All checks, drafts, or orders for the payment of money may be signed by the President, Vice-president, Secretary or Treasurer. Two (2) signatures are needed to execute checks. No check shall be signed in blank. The books, accounts, and records of the Foundation shall be open to inspection by all Directors at any reasonable time and shall be kept at the Kenai Senior Center office. There shall be an annual review of all financial records conducted each year. If accountant decides it is necessary to do an audit, it will be brought before the Directors. ARTICLE XI DISSOLUTION: Upon the dissolution of the organization, the Officers, shall, after paying or making provision for the payment of all the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purpose of the organization is such manner or to such organization or organizations organized and operated exclusively for charitable purposes as shall 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 future United States Internal Revenue Law), as the Officers shall determine. ARTICLE XII ADMENDMENTS OR ALTERATIONS TO BY LAWS: These by-laws may be altered, amended, or repealed and new by-laws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting if at least one (1) week's written, phone, or email notice is given of an intention to alter, amend, or repeal these by-laws at such meeting. ri ARTICLE XIII NOTICE: Whenever under the provisions of these by-laws any notice of termination of a Board Member is required, such notice may be given in writing by depositing the same in the Post Office in a certified letter addressed to such Director or officer at his or her address as the same appears in the books of the Foundation. The time when the same shall be mailed shall be deemed to be the time of the giving of such notice Any resignation of a Board Member will be accepted in writing at any time and effective upon receipt of written notification. The foregoing by-laws are here and now certified to as by-laws adopted by the Board of Directors of the Kenai Senior Connection, Inc., City of Kenai, Kenai Peninsula Borough, Alaska, on the 26th day of February 2016. President Secretary Date t 26 Date wit! a pas,, 0wid a f tum " 210 Fidalgo Ave, Kenai, Alaska 99611-7794 Telephone: (907) 283-7535 1 Fax: (907) 283-3014 the city of www.kenai.city KENA19 ALASKA NI�/ MEMORANDUM TO: Mayor Brian Gabriel and Kenai City Council THROUGH: Paul Ostrander, City Manager FROM: Terry Eubank, Finance Director DATE: September 5, 2019 SUBJECT: Resolution No. 2019-64 Resolution 2019-64 creates an Agency Fund in which the City will account for the funds invested on behalf of Kenai Senior Connection, Inc. (KSCI). Agency Fund Accounting is one of the simplest forms of fund accounting and will not add any significant demand upon Finance Department staff or financial resources. The fund will consist of two accounts: 1) Cash, an asset account representing the balance of funds being held by the City as an Agent for KSCI, and 2) Due to KSCI, a liability account representing that all funds held are due and payable to the KSCI upon request. Unlike other types of Governmental Funds, an Agency Fund does not represent the operations of the City and thus there is no need to measure the effectiveness of the fund. Effectiveness of KSCI will be evaluated by an examination of its financial statements on which the City has no control or interest. With no need to measure the effectiveness of the fund, there are no revenue or expenditure accounts within the fund and thus no requirement for annually adopted budgets. The City currently has a similar Agency Fund agreement with the Kenai Community Foundation which has been in existence and functioning well since 2009. Beyond the accounting issues, which I believe to be minimal, there are three areas of concern that I believe have been addressed and satisfied by the proposed Agency Fund Agreement. These three concerns are: 1) It should be clear the City's only responsibility is to invest the funds provided for investment to it by KSCI and has no direct or advisory capacity in the use of KSCI funds. 2) KSCI's acceptance of the inherent risk of investing. 11 $ t Page 2 of 2 Resolution 2019-64 3) Adequate time must be allowed for the City to process a disbursement request from KSCI. With no significant impact on the Finance Department and addressing all of the concerns your support for Resolution 2019-64 is respectfully requested.