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HomeMy WebLinkAboutRESOLUTION 1987-86Suggested by: ~ayor Ntlli~ms CITY OF I~SOLUTION NO. 87-86 A R~-SOLUTION OF TI~E COUNCIL OF THE CITY OF KENAI, AI~KA TO PARTICIPATE AS A M]~BER OF TH~ K~NAI PENINSULA BOI~OUGH ECONOMIC DEVE~OPMF/qT DISTRICT, INC. W~RF2tS, The City of Kenat recognizes the need for an aggressive program in the Kenai Peninsula Borough to facilitate econo~c development and Increase emplol~uent opportunities; and W~RF2tS, The Resource Development Co~ission has worked closely with the com~unities in the Kenai Peninsula Borough to develop a framework for establishing the district, including Articles of Incorporation and Bylaws; and ~1~, the Resource Development Conmission has voted to disband itself and to proceed with the formation of a District, and WI{EliAS, the City of Kenai supports the decislon to form an Economic Development District; NOW THEREFORE BE IT P~SOLVED BY THE COUNCIL OF TI~CITYOF KF~IAI, ALASKA, that Section 1. The Mayor of the City of Kenat is hereby authorized to act as Incorporator for the Kenai Peninsula Borough Economic Development District, Inc. Section 2. That the City of Kenai will appoint two (2) individuals to serve on the Board of Directors for the corporation, one such individual being either an elected official or employee of the City of Kenai, and the other individual being representative of one of the major economic activities in the Kenai Peninsula Borough. Section 3. That this resolution shall take effect immediately upon its adoption. PASSED BY THE COUNCIL OF THE CITY OF KENAI, ALASKA this 16th day of December, 1987. ATT~T: t Whelan, City Clerk : -.,..~.'.~ December 7, 1987 John Williams, Mayor City of Kenai 210 Fidalgo Kenai, AK 99611 Dear Mayor Williams= On November 19th the Kenai Peninsula Borough Resource Development Commission (RDC), in cooperation with the cities of the Borough, completed its investigation of the fornmtion of an economic development district. By resolution, the Commission recommended to the Assembly that the Kenai Peninsula Borough participate in the district, finding that such an organization could more effectively accomplish implementation of a borough-wide economic development program. On November 23rd, the Kenai Peninsula Borough Planning Commission voted to endorse this recommendation. The RDC has also requested that I forward its finding to the Kenai City Council and request the Council adopt a resolution to participate in the district, specifically authorizing the mayor to act as an incorporator and appointing two people to serve on the Board of Directors. The RDC and staff worked with the cities to develop Articles of Incorporation and Bylaws for the district, and I feel tha: the major concerns have been addressed. Enclosed are a sample resolution of participation, the Articles and Bylaws, and a copy of the RDC's resolution. Please contact me if you any additional questions. S,,,c. erely,'- ./ , Stan Steadman Economic Development Officer SS:Jr Enclosures cc: Bill Brighton, City Manager Les Vierra, RDC Member l DON GILMAN MAYOR L I IIII ' II .... I F- ~TICLZ~ OF Z~CORPOR&TZON ~ ~ENZNSUL& BOROUGll F~OI~IZC ~BVI~OZ:~II~q~ DZ$'Z'~ZC~, Z~C. ART'rcLK Z Coz'poz~a't::f. on Hene The n~me of this Corporation shall be the K~NAI PENINSULA BOROUGH ECONOMIC D~V~LOPMENT DISTRICT, INC. A~TZ~ ZZ Duration The duration of this Cor~oration shall be per~etual unless terminated as provided in these Articles. A~TZCLE III Purpose The purpose of the Cor~oration is to foster econo~/c growth by developing and implementing a borough-wide scono~/c development program which is designed to create employment opportunities for Borough residents and complement commun~t-ff and individual development initiatives. ARTICLE IV This Corporation is formed pursuant to Title 10, Chapter 20 of the Alaska Statutes, governing nonprofit cor~orations. In accordance with these Statutes, the Corporation shall undertake such lawful acts as are reasonably necessar~ to carryout its purpose. A~TI~E V Membership The Corporation has two (2) classes of members, cit~ members and a Borough member. First-class, home-rule, and second-class cities within the boundaries of the Kenai Peninsula Borough ere city members. The Kenai Peninsula Borough is the sole Borough member. Members shall have the power to appoint directors of the Corporation as provided in these Articles. Where a p~oJect of the Corporation ks proposed within the city limits of one of the city members, concurrence from that city member shall be required. Additional classes of membership, the manner of election and appointment, and the qualifications and rights of ant members, including classes of members established by these Articles, shall be set out in the Bylaws, or as they are amended. l / / ARTICLE VI Bo~d o£ D&r~cors Section 1. The a££airs of ~he Corporation shall be managed by the ~oard o£ Directors, except as provide in these Articles. Section 2. The Initial Board o~ Directors shall be: ADDR~-SS Mayor, Kenai Peninsula Borough Mayor, City of Soldotna Mayor, City of Homer Mayor, City of Seward Mayor, City of Seldovia Mayor, City of Kachemak who shall manage the affairs of the Corporation until the Board of Directors are chosen in accordance with these Articles. Section 3. The Initial Board of Directors shall meet within twenty (20) days of the date of incorporation to elect a Secretary, adopt Bylaws, and set the date of the first regular meeting of the Board of Directors. The Secretary to the Initial Board of Directors shall certify the action of the Initial Board adopting Bylaws and continue in office until replaced by an election as set out in the Bylaws. Section 4. The number of Directors appointed to the Board of Directors shall not be less than eleven (]1) ncr more than sixteon (16). L_ b Section 5. Each citym~mb~r, except for the Cities o£ Seldovia and Kaohemak, shall appoint ~eo (2) Directors, one (1) o£ whom shall be an elected o£ficial or employee o£ that cit~. The Cities of Seldovia and Kachemak shall each appoint one (1) elected o£ficial or employee to be a Director. Section 6. The Borough member shall appoint three (3) Directors to the Board, ~o (2) of whom shall be elected officials or employees o£~he Borough and one (1) of whom shall be £rom~he area o£ the Borough outside o£ ~he cities. . ._ [ 0 Section 7. The Board of Directors, upon appointment by the members, shall take over the affairs of the Corporation and elect o£ficers as set out in the Bylaws. Upon election, the Chai~an of the Board of Directors shall appoint one (~) Director representing ~heunemployed and underemployed and at least one (1) Director repres~nting the racial minorities of the District, with the ratification of the full Board as is seated at the time of rati£1catton. ~tnortt~f representation on the Board shall reflect not less than the mlnort~y representation of the District's population and shall be selected from nominees o£ the Borough's racial minori~ groups. Section 8. All appointments by the members, except for the elected official and employee appointments, and by the Chairman shall be selected so as to provide reasonable representation of the various economic interests of the District. Section 9. Except as provided in Article VI, Section 7, the Corporation officers shall be elected from the full Board of Directors as ts seated at the time of election and in accordance with procedures set out in the Bylaws. Section 10. Other matters of the Corporation pertaining to the operation of the Board of Directors, including the duties of officers, the filling of vacancies and the designation of proxies to participate and vote as directors shall be set out in the Bylaws. ARTICLE VII Dissolution Section 1. The corporation may be dissolved only upon the affirmative vote of a majority of the Board of Directors. Section 2. Upon the vote of dissolution, the assets of the corporation shall be distributed in accordance with the provisions of AS 10.20.295 and with a Plan of Distribution, where such a plan Is not inconsistent with State law. The Plan of Distribution shall be approved by a majority vote of the ~oard of Directors. L_ L ARTICLE VIII ~llu~lnts ~end~ents to ~e ~cles of Inco~ratLon shall r~re the aff~mat~ve vote of at le~t ~-t~r~ of ~e m~bers of ~e ~a~d o~ DLrectors. The n~es ~d ad~esses of the ~nco~rators are: ~DRESS Mayor, Kenai Penim~ula Borough Mayor, Cit~ of Kenai Mayor, Cit~ of Soldotna Mayor, City of Homer Mayor, City of Seward Mayor, Cit~ of Seldovia Mayor, City of Kachemak ARTICLE X Office and Agent The initial registered agent of the Corporation ....... and the address of the initial registered office is: / / I~ #ITI~SS TIt~O~, the underaL~ned, being the persons here~nabove named aB the ~nccrporator8, ~Gve executed these Ar~ol~8 o~ lnoorporat~onth~a da~ o~ ........... , 1987. KENAH PENHNSULA BOROUGH CITY OP KENAI By: By: Mal~'or Mayor CHTY OF SOLDOTNA c'rTY OP SEWARD By: By: Mayor Mayor CZTY OF HOMER CZTYOF SELDOVZA By: Mayor Mayor CITY OF KACHEMAK By: Mayor L. 4--:' · : i '::, :-:-~ .' · - · BYLAUS KENittZ PENZNSULA BOROUGH KCONOMZ¢ DEVKLOPHEh'T D'rSTRZCT, IN(::. ARTZCLE Z Section 1. The purpose o£ the Kenai Peninsula Borough Economic Development District, Inc. is to foster econom/c growth by developing and implementing a borough-wide economic development program wI~Lch is designed to create emplo~nent opportur~Lties for Borough residents and complement commun~t~ and ind~vidual development initiatives. The tasks of the District shall include: 1) Collect, analyze and dissem~nate information to evaluate economic development opportunities; 2) Formulate borough-wide, long-range economic development goals; 3) Develop quantifiable objectives, specific alternatives, and prioritized projects for the attainment of econo.Lc development goals; 4) Design, publish and complete annual updates of a Borough overall econom&c development program; 5) Carry out, supervise and monitor the implementati0n of the overall economic development program. Section 2. To accomplish its purpose, the Corporation shall have the authorit~ to receive money; contract for services and incur other expenses; buy, sell, and manage assets; recruit and hire staff; establish and direct activities of subcommLtteee; and perform other duties consistent with state and federal statute requirements for nonprofit corporations and economic development districts. Section 3. The Board of Directors may retain legal counsel to advise it and carryon the legal affairs of the Corporation. ARTICLE II Board of Directors Section 1. The affairs of the Corporation shall be managed by tho"Board of Directors, to be appointed as provided in the Articles of Incorporation. b L L Section 2. Proxies may be desLgnatedby c~t~ and Borough members to represent and vote on behalf o£ their elected official or employee Directors at Board meetings when these Directors are unable to attend. Prox/es shall be desYgnated for the member DYrecto~'s ter~ or, in the event a prort Ks changed, for the balance oft he me~ber Director's term. Only one person may be designated as a proxy for a member D~rector at one time. Not,ce of the des~gnation of such proxies shall be communicated in writing to the Secretary of the Board at the t~me of the appointment. Except as may be permitted under these Bylaws or the rules governing a specific committee, whether now in existence or hereafter created by resolution of the Board, no private citizen Director shall be au~horized to delegate his or her right to vote on any measure to any other person. Section 3. Directors who are absent from three consecutive, regularly scheduled meetings of the Board of Directors (except when represented thereat as herein provided) may be ruled inactive and removed from office by resolution of the Board of Directors. Section 4. Directors shall serve for a term of three (3) years or until their successors are appointed. Directors may be reappointed. All Directorst terms shall commence with the Annual Maeting~ provided, however, that the initial terms of one half of the citizen directors shall commence on alternate years. Section 5. All ap~ointments shall be formally conveyed to the Secretar~of the Board, who shall make proper notification of such appointment to the persons so appointed and shall maintain a current roster of active members. Section 6. Vacancies on the Board of Directors and on any standing committee by reason of the death, resignation, or removal by the Board or the member having power over the appointment may be filled for the remainder of the unexpired term by the Board or the member, whichever has the power of appointment over the seat vacated. Should a city member fail to appoint a Director within forty-five (45) days after notice is given by the Board to that city member of vacation of a Director seat, then the Borough member shall appoint an elected official or employee of the Borough as an interim Director until such time as the city member has made its appointment. L_ t_ ARTICLE XlX Section 1. A Prc~ra~ Committee shalX be appointed by the Chairman, witl~ ratifioat~on by the Board, and shaXl consist of five (5) D~rectors, ~nclud~ng the Board Chairman (or h~s designee). The respon~ibilities of th~s Con~/ttee are to (a) develop recom~endations for full Board considerat~on on the District's annual work pro,ram, development strategies, and project and program priorities; and (b) establish procedures and time schedules for ~nplementing District pro,rams. Section 2. Such other come, trees as the Board of Directors by duly adopted resolution may designate shall be appointed by the Chairman and ratified by the Board. Com~ittees may meet at such t~mes and places and with such frequency as the members thereof in their sole discretion may deem desirable or necessary. ARTICLE IV Eleotion o£ Officers Section 1. The elective officers of the board of Directors consist of a Chairman, Vice-Chairman, Secretary, and Treasurer. The officers are elected at the annual meeting of Directors and immediately take office for a term of one (1) year or until their successors are elected. Nom~nations may be made by any Director. Where more than one hem/nation for an office is received, voting shall be by ballot and election is by a pluralit~of the marked ballots. Section 2. In the event of a vacancy in the office of Chairman, the Vice-Chairman shall automatically succeed to the chair. A vacancy occurring in the office of Vice-Chairman for any reason, including succession, is filled by election of a replacement to ~erve for the unexpired portion of the term. Section 3. An acting Chairman may be appointed by the Directors present to serve during th9 absence of the officers from any meeting. ARTICLE V Duties of Officers Section 1. The Chairman shall preside at all meetings of the Board of Directors, and serves as Chairman of the Program Committee. The Chairman has the authority to create, appoint, and discharge all committees, call meetings, prepare an annual budget and exercise all powers customary to the office. The · .. Chairman retains the right and responsibility to partake in . del~berations and on ali matters. . . votin_ , :- . .....':).. .... . -..:... :::::::::::::::::::::: i- Section 2. The Vice-Chai~man shall asa&st the Chairman in the guidance and coordination of activities of the Board and com~itteee. In,he absence of ~he Chaiz~aan, ~he Vice- Chai~manehaLl assume the duties of the Chai~man. Section 3. The Secretaz~ shall maintain records of Bo~d and comm~ttee"meetings,' membersl~p, and activities of the Board, and shall perform all other duties customa~ to the office. Section 4. The Treasurer shall receive and disburse funds of the Coz~oration; assist the Chaiz~an in the preparation of an annual budget; and maintain such records and accounts as are customaz~Z to the office. ~ItTTCLE VI Mee~tngs Section 1. The Annual Meeting shall be the regular meeting of the Board of Directors held in January. Section 2. Regular meetings of ~he Board of Directors shall be held at least six (6) times in each year, in accordance with a schedule setting forth the date, time and place of each meeting. The schedule is to be adopted by the Board of Directors et the Annual Meeting. Section 3. Special meetings of the Board may be called by the Board, by the Chairman of the Board or by the Vice- Chairman in his or her absence, or by written request of any three Directors. Section 4. Except as modified by the Bylaws of the cor~oration or rules of procedure, all meetings shall be conducted in accordance with the current edition of "Roberts Rules of Order.' Section 5. Each Director shaI1 be entitled to one vote on all matters brought to the Board. All voting shall be by voice, except the election of officers which shall be conducted by written ballot. Section 6. A quorum for the transaction of business shall consist of a majority of members of the Board. Section 7. All meetings of the Board of Directors, at which significant economic development matters will be considered, shall be open to the public and reasonable notice of such meetings shall be provided. b L Section 8. Meeting m~nutes shall be prepared to provide a complete record o£ actions o£T~he Board of Directors. Minutes shall he validated b~the signature o£ ths Chairman. Agl, opt.'Lonmndamemlment o£ Ii,'lay8 The bylaws may be amended b y the Board o£ Directors upon an a££irmat~vs vote o£ maJorit~vote of the Board. . . I ARTICLE VIZZ Adoption These bylaws of the Kenai Peninsula Borough Economic Development District are officially adopted pursuant to the action of the Initial Board of Directors on this __day of , 19 .,.. Secretar~ ATTEST: Title III III ........ fi RKGOMMEIqDZHO FORMATXON OF THE KENAZ P~NZNSULA BOROUGH KCONOMZG DEVELOPHENT DXSTR'rCT. WHEREAS, the KenaL Peninsula Borough Assembly ~n Ordinance 86-92 outlined an econo=Lc development program whtch ~not~uoted the Resource Development ~$8Lon ~o identify spec&fie programs for tho emploFmant of Borough rostdan~o; and NHEREAS, 1:ho Resource Develolmmnt Comm:Lss:Lon has :Lnvest:Lgated '~e advantege8 of £oz'mlng a borough-b--Ldo economlo development: d:f. s4=':Lct end has devo'zoped e~t::Lclas of :Lncorporatlon and bylaws for the Dtstrto~ as · non-profit corporation ~n accordance wlth state statutes and wlth u.s. Econo~Lc Dovolopment Adm/~LstratLon gu~del/nes; and WHEREAS, ?he Resource Development Commismion has determined that a d~etrlct would more e££ecttvely facilitate the implementation of tho Borough's economic development program than t8 possible through the Commission; and WHEREAS, a district would assume the Overall Econon~Lc Development Program reopon$ibtlttte8 of the Comm/eeLon wh/le Borough pLam~Lng reeponstbtlLtt~8 ore appropriately performed the Borough Planning Com~/a810n. NOW TI~REFORB, BE ZT RESOLVED BY THK I~NAZ PP, NZNSUL& BOROUGH I~SOURCB DRV~LOP~ COI~ZSSZON TO RECONMEJ~: Section 1. That there be formed a borough-wide econo,Lc development clistrtct, with al1 responsibilities and duties tn accordance with local, state and federal statutes. Section 2. That the Kenai Peninsula Borough participate as a member of the district, along with the home-rule, first-class, and second-class cities. Section 3. That the Borough Administration develop and ~mplement a plan for transferring existing RDC functions to the Economic Development District, the Planning Department, and other appropriate entities. Tho plan shall address the provision of Borough staff and other services to the District. Section 4. That the Resource Development Commission be dissolved upon des~gnatton of the Economic Development D~str~ct by the Assistant Secretazy of the U.S. Department of Commerce. Section 5. That this resolution takes effect /mmediately upon Ira"adoption. ADOPTED BY THE RESOURCE D~LOPM~NT COMMISSION ON THIS 19TH DAY OF NOVEMBER, 1987. L L CITY OF , A~S~ F" IU~SOt. UTZON AUTHORZZZNG TH~ CITY 0~ TO PARTICIPATE AS A MEMBER OF THE KENAZ P~NZNSULA BOROUGH ECONOMIC DEVELOPMENT DZSTRZCT, INC. WHEREAS, The Cit~ of , recognizes the need for an aggressive program in the Kenai Peninsula Borough to facilitate econon~c developmont and increase employment opportun~tie$; and WH~RF..AS, The City Council voted on , 1987 to support the Resource Development Co_-~_!ssion in the investigation of forming an Economic Development District; and WHEREAS, The Resource Develol~ent Commission has worked closely with the communities in the Kenai Peninsula Borough to develop a framework for establishing the district, including Articles of Incorporation and B~lawe; and WHEREAS, The Resource Development Commission has voted to disband itself and to proceed with the formation of s District, and WHEREAS, the Cit~ of supports the decision to form an Economic DeveloDment District; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF , ALASKA, that Section 1. The Mayor of the City o£ is hereby authorized to act as Incorporator for the Kenal Peninsula Borough Economic Development District, Inc. Section 2. That the City of will appoint two (2) individuals to serve on the Board of Directors £or the corporation, one such individual being either an elected official or employee of the City of .., and the other individual being representative of one of the major economic activities in the Kenai Peninsula Borough. Section 3. That this resolution shall take effect immediately ugon its adoption. APPROVED BY THE CITY COUNCIL OF THE CITY OF .., ALASKA, this day of .., 19__. THE CITY OF , ALASKA ~YOR L_ L.