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HomeMy WebLinkAbout2007 12-03 CCP Special Session SPECIAL CITY COUNCIL MEETING City of Brooklyn Center December 3, 2007 AGENDA 1. Call to Order (immediately following EDA Special Meeting) —The City Council requests that attendees turn off cell phones and pagers during the meeting. A copy of the full City Council packet is available to the public. The packet ring binder is I located at the front of the Council Chambers by the Secretary. 2. Roll Call 3. City Appointment and/or Nominations to Serve on the Board of Directors for Visit Minneapolis North, the Convention and Visitor's Bureau I 4. Adjournment I I City of Brooklyn Center A Millennium Community MEMORANDUM TO: Mayor and City Council FROM: Curt Boganey, City Ma���� DATE: November 30, 2007 SUBJECT: Visit Minneapolis North Board of Directors Appointment/Nomination Recommendation: Per the worksession discussion on the subject matter and per the Mayor's request this issue has been placed on the agenda for December 3` 2007. Background: On November 26�' the City Councii met in worksession to discuss the appointment and nomination process for Visit Minneapolis North Board of Directors. The Council consensus was that the Mayor would discuss the City Appointment position on the Board with incumbent Myrna Kragness and a City appointment for next year would be made. It was also suggested that Judith Bergeland might be submitted for nomination as a Elected Representative voting member. Budgetary/Fiscal Effect: There is no anticipated fiscal effect from this action. C: Jim Glasoe Judith Bergeland council.mem.visitnorth.1203 07. doc 6301 Shin le Creek Parkwa Recreation and Community Center Phone TDD Number g y Brooklyn Center, MN 55430-219J (763) 569-3400 r FAX 763 569-3434 CLty Hall TDD Numbe (763) 569 3300 FAX (763) 569-3494 www.cityofbrooklyncenter.org City of �rooklyn Center A Millennium G'ommunity MEMORANDUM COUNCIL/EDA WORK SESSION DATE: November 21, 2007 TO: Brooklyn Center City CounciUEDA FROM: Curt Boganey, City Mana���� SUBJECT: Visit Minneapolis North Appointments COUNCIL ACTION REQUIRED The purpose of this agenda item is to review the new boazd of directors' membership requirements of current Visit Minneapolis North (convention and visitors bureau) by- laws. BACKGROUND Currendy the City of Brooklyn Center has two voting members on the Board of Directors of VMN. They are Myrna Kragness the City appointee and Judith Bergeland, representing the Earle Brown Herita.ge Center. Beginning in January, the EBHC will no longer have a voting membership on the Board, but may be elected by the Board as a non-voting ex-officio member. Apparently, the City appointee has no term limit and serves at the pleasure of the CiTy Council. So the City may appoint, reappoint or allow or representative to continue to serve until they choose ta resign. The City may also nominate others to serve as elected members on the Board as well. COUNCIL POLICY ISSUES The question before the Council is how does the City wish to proceed with representation on the VMN board of directors in 2008 and future years? worksession.112b07.vmn.doc 63�I Shingle Creek Parkway Recreation and Community Center Phone TDD Number Brooklyn Center, MN 55430-2199 (763) 563-3400 City Hall TDD Number (763) 569-3300 FAX (763) 569-3434 FAX (763) 569-3494 tiwww. cityofbrooklyncenter.org SY-LAWS of Visit Minneapolis North ARTICLE I OFFICE The principal and registered office of the Corporation shall be located within one of the cities whose lodging tax funds are adm�nistered by this Corporation. ARTI�CLE II NAME The Corporation shall do business under its corporate nanze, nameiy Visit Minneapolis North. ARTICLE III MEMBERS Section 1. Members of the Corporation The Members of the Carporatian shall be the following: (A) The Cities of Arden Hi]ls, Anoka, Blaine, BrQOklyn Center, Bmoklyn Pazk, Coon Rapids, Fridley, Ham Lake, Maple Crrove, Moun.ds View, and Shoreview which have passed a Lodging Tax Resolution for collection of I,odging Ta�c under Chapter 477A of Minnesota Statutes and whose funds from such taxes are administered by this Corporation. (B) Hotels and motels itn such cities as set forth above. (C) The Followi.ng Chambers of Commerce: Anoka Area Chamber of Commerce Metro North Chamber of Cominerce North Hennepin Chamber of Commerce Twi.n Cities North Chamber of Commerce If at any time the area served by any Chamber of Commerce ceases to include land in any member city because of withdrawal of thax city or because the area tian or served by the Chamber is altered or amended by merger, reargaiuza otherwise, the membership of that Chamber may be terminated by majority vote of the Visit Minneapolis North Board of Directors. Section 2. Vo.ting Members Each Member City, Hotel or Motel, or Chamber of Commerce shall be entitled to be represented. by one voting member at the Annual Meeting of the Members of the Corporation. 1 ARTICLE IV-BOARD OF DIRECTORS Section 1. Size of Board The number of Directors shall not be less than nine (9) nor more than thirly .(30), Section la. Soard Responsibilities The government �nd policy-making responsibilities of Visit Minneapolis North shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, direct its affairs and establish policy. It shall be the obligation of the Board of Directors to insure representation on the Board aad its committees from all a�propriate stakeholders within its service azea. S�ction 2. Appointed Representation Each member City and each Chamber of Commerce may appo�.nt one (1) Dire�tor to the Board of Directors. The term of any Director appointed by a member City or Chamber of Commerce stiall immediately cease upon the ternzin.ation of inemberslup of that member City or Chamber of Commerce in the Corporation. Section 3. Elected Representation The other Directors shall be elected at the Annual Meeting of the Corparation to be held during the month of January of each year. Section 3a. Eg-Officio Representation Ex-Officio Board Members may be appointed by a maj ority vate of the Board of Directors of the Visit Minneapolis North during a regulaz meeting. A�1 Ex-Officio Board Members will receive notices of ineetings and minutes. Any Ex-Officio Board Member may participate in discussions, make motions, and serve an committees. Ex-Officio Board Members may not vote as a Board Member. Section 4. Nominatian of Candidates Candidates for election to the Board of Directors may be nominated by an.y corporate Member. Names of candidates for election shall be submitted to the Secre#ary of the Corporation by the 15�' day of December ea.ch yeaz. Section 5. Terms Term of office for Directors shall be three (3) yeazs. Elected Directors may be re-elected to serve a maximum of two. consecutive three (3} year terms. Section 6. Egtended Terms Tlie Directors, by a two-thirds (2/3) vote at a regular meeting may elect a Director for a longer term of the office. That election must be confirmal by the Members of the Corporation at their next annual meeting. Section 6a. Officers in Succession Any Officer elected into suecession shall be extended their regulaz term or consecutive terms as a Director until th.e obligations of such positions are fulfilled. 2 ARTICLE V OFFICERS Secfion 1. Composition The officers of this Corporation shall be President, one or more Vice Presidents, a Secretary, a Treasu.rer, and a Chairman of the Board, who ardinarily will be the immediate past president of the Corporation. Section 2. Election of Officers Officers sliall be elected annually for terms of one (1) year by the Board of Directors immediately following the Annual Meeting of the Me�bers. ARTICLE VI DUTIES OF OFFICERS Section 1. President The President shall be chief executive officer of the Corporation, shall have overall supervision of the busi.ness of the Corporation, and sha11 direct the affairs and policies of the Corporation, subject to such policies and directions as may be provided by the Board of Directors. The President shall preside at all meeti.ngs of the Board of Directors, as well as at Executive Committee meetings. Section 2. Vice President Vice President(s} shall exercise and perform the duties of the President, in the President's absence andlor inability to serve. Vice President(s} shall also have such powers and shall perform such duties as may be assigned. to them by the President or the Board of Directors. Secfian 3. Secretary The Secretary shall attend all meetings of the Members, Boatd of Directors and Executive Committee. The secretary shall keep proper minutes of such meetings, give atI r�uired notices, keep membership records, and shall perform such other duties as may be assigned by the Boazd of Directors. Section 4. Treasurer The Treasurer shall have charge and custody of all funds of the Corporation. The Treasurer shall keep an accurate account of all receipts and disbursements, deposit all manies in the name of the Corporation in such banks or depositories as the Boazd of Directors sha11 designate, disburse funds of the Corporation as directed by the Board of Directors and perform such other duties as may be assigned by them. Section 5: Chairman of the Board The Chaiiman of the Boazd shall serve on the Executive Cammittee, assist the President, preside at the next annual me�ting of the Corporation, �and perform such duties and functions as may be assigned by the President or suggested by the Boazd of D'uectors. 3 ARTICLE VII COIVIlVIITTEES Section 1. Ezecutive Committee The Execu�ive �omm.ittee consisting af the Officers set forth above, and one or mare additional members as the Board of Directors may deter�une, will function and carry out Board duties and responsibilities between Boazd of Directors meetings, subjeet to the direction and control of the Boazd of Directors. Section 2. Others Other Committees may b.e appointed by th.e President, andlor the Board of Directors as needed. ARTICLE VIII EXECUTIVE DIRECTOR The Boazd of Directors shall }ure a full time Chief Operating Officer to be named Executi�ve Director. Such person shall be responsible for the day-to-day functioning csf the Corporatian and may be entrusted with the duties and responsibilities of any of the officers, as determined by the Boazd of Directors. The Executive Director shall be a non-voting, Ex-officio Member to the Corporation(s) Board of Directors. ARTICLE IX MEETII�TGS SecHon 1. Annual Meeting A meeting of Members shall be held during January of each year at a time and place set by the Boazd of Directors. Section Z. Regular 1Vleetings The Board of Directors shall meet at least quarterly at a ti.me and place selected by the President of the Corporation. Sectioa 3. Ezecutive Committee Meetings The Executive Committee shall meet monthly at the call of the President, and at such other times that the business of the Corporation-requires. Section 4. Notice of Meetings Notice of Board of Director Annual Meetings sha11 be disiributed to each member at least two (2) weeks before the meeta.n.g date. Notice of Boazd of Director meeti.ng sha11 be distributed to Directors at least ten (10) days before the meeting date. Notice of Executive com�nittee rneetings shall be distributed to committee members at least five (5) days prior to the meeting. 4 i ARTICLE X NOTICE OF MEETINGS Section l. Whenever, under the provisions of Minnesota Statutes, the Articles of incorporation or. these By-Laws, notice is required to be given to a Member, a Director or a member of a committee, such notice may be given in writing by depositi.ng it in the United Staxes mail (first class postage prepaid) or by electronic mail (Email}, telefax or by delivering it to a telegraph company (charges prepaid) for transmission addressed to such person as lus or her address appears on the books of the Corporation or at �is or her business address. Notice shall be deemed at the time it is deposited in the United Sta.tes mail or sent by Email, telefax or delivered to the telegraph company. Such requirement for notice shall be deemed satisfied, except where written notice is required by law, if actual notice is received ora,lly or in writtea form by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum nodce period req�ired by law or these By-Laws. Section 2. Waiver of Notice. Whenever any notice is required to be given by Minnesota Sta.tutes, the Articles of Lncorporation, or these By-La.ws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before, or after the time stated therein, shall be deemed equivalent thereto. Attendance by such a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfi�lly called or convened. Neither the business to be transacted at, nor the purpose o� any regular or special meeting or the Members, l7irectors or committee members need be specifiied in any written waiver of notice unless so required by statute. Any meetin.g of Members of the Board of Directors or of a committee of the Boazd shall be a legal meeting without any notice thereof havi.ng been given if all Members, all Directors or all committee members, as the case may be, are present. ARTICLE XI SPECIAL MEETINGS Section 1. Special meetings of the Boazd of Directors may be called by the President, and shall be called upon written deman.d of any three (3) Directors addressed to the President, to the Secretary or to the Executive Director, sta.ting the object or purpose thereof. Notice of such meeting shall be mailed to each Director at least five (5} days before the da.te on whi.ch the meeting is to be held. The notice shall state the time, place arid purpose of the meeting. The same provisions sha11 apply to Special Meeti.ngs for Members of the Corporation. 5 ARTICLE XII OUORUMS A majority of all Members or of all Directors, as the case may be, shall constitute a quonun for the purpose of transacting business at any annual, regular or special meeting. In the absence of a quonim, a ma.jority of the Members or Directors present may adjourn the meeting, without the notice other than announcement at the meeting unti.l a quorum is present The Members or Directors present at the meeting at which a quorum is present may continue to transact business until adjouriunent, notwithstanding the withdrawal of enough Directors to leave less than a quorum. ARTICLE XIlI VOTING BY PROXY A member, •director, off cer ar committee member may vote by proxy if the authoriza.tion form below is signed and delivered to the President or Executive Director prior to the meeting. For a committee, the proxy may also be given to the committee chairperson. PROXY I, hereby authorize to vote in my place and stead at the meeting of Members, Directors, Execu#ive Committee, other committee, to be held on the day of (Month) (Yeaz} 5ignature (Underline which group meeting) ARTICLE XIV ACTION WITHOUT MEETING Unless otherwise restricted by Minnesota. Statutes or the Articles of Tncorporation, any actian of Members, Directors, or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all members, all Directors or committee members and such written consent is filed with the minutes of the meeti.ng of Members, Directors or com.m.ittee, as the case may be. ARTICLE XV CONTRACTS. CHECKS. DRAI+'TS. BANK ACCOUNT5, ETC. Section 1. Confracts, etc. How Executed. Except as otherwise provided in these By-Laws, the Board of Directors may authorize any two (2) officers of the Corporation to enter into any contract or execute and deliver any instrwnent in the name of or on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of D'uectors, no officer shall have any power or authority to bind the Corporation by any confract or engagement or to pledge its credit or to render it liable peculiarly for any purpose or for any amount 6 Sectian la. The Corporation must exercise a bid ar request for proposal process on projects which exceed dollaz amounts determined by the Executive Coxnmittee. Sectian 2. Loans. No loan sha].1 be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name unless authorized by the Board of Directors. When so authorized, any two (2} officers of the Corporation may execute and deliver pramissory notes or other evidence of indebtedness of the Corparation, and as security for the payment of loans, advances, and liabiIities of the corporation, any mortgage, pledge, or transfer real or personal property held by the corporz±+o�. Section 3. Checks, Drafts, Etc. All checks, drafts, or orders for the payment of money issued in tl�e name of the Corporation shall be signed by one (1) ar more officers of the carporation in such manner as authorized by the Board of Directors. Section 4. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation under such conditions and in such banks,lzust companies, or other depositories as the Board of Directors may designate. Section 5. Conflicts of Interest. No Of�icer or Director of this Corporation shall serve in a capacity and/or vote on matters of the Corpora.tion which may directly involve or benefit said O�cer or Dir�ctor. ARTICLE XVI OFFICER REMOVAL RESIGNATION Secfion 1. Any afficer may be removed either with or without cause by a two-thirds (2/3) vote of the whole Baazd of Directors. Section 2. Any officer may resign at any tim.e by giving written notice to the President, Secretary, ar Executive Director of the Corporation. Such resignatian shall take effect on the date of the receipt of such notice or any later time specified therein. ARTICLE XVII DIRECTOR RESIGNATION REMOVAL Sectioa 1. Any Director may re,sign at any ti.me by givin.g written notice to the President Secretary, or Executive Director of the Corporation. Such resignations shall take effect on the date of the receipt of such notice or at any time specified in the resignation. The acceptance of such resignation shall not be necessary to make it effective. 7 Section 2. The Board of Directors, by two-thirds (2/3) vote of the entire Board, at �any regulaz meeting or at a special meeting called for that purpose may remove a member of the Boazd of Directors with or without cause, provided that requisite notice is given of the pending removal. Section 3. All vacancies of the Board caused by death, resignation, or removal shall be filled for the unexpired portion of the term by action of the Board of Directors. Section 4. Absenteeism: The Board of Directors, by two-thirds (2/3) vote of the entire Board, at any regular meeting or at a special meeting called for that purpose may remove a member of the Boazd of Directors with or without cause, due to that member having two (2) or more unexcused absences from meetings annuatly. ARTICLE XVV,III BY-LAWS AMENDMENTS Amendments to these By-Laws may be ad.opted by Board of Directors at any meeting of the Boazd called for the purpose, and upon a two-thirds (2/3) affirmative vote. At least ten �10) days' notice shall be given to Board members together with a copy of the proposed amendrnents. ARTIGLE 7IIX FISCAL YEAR The fiscal year of the Corporation shall begin on January 1 of ea.ch year and end on December 31 of each yeaz. It shall be the responsibility of the Boazd of Directars to adopt a budget for the forthcoming fiscal year. It shall be the responsibility of the Executive Director and Treasurer to refrain fram engaging in_ or completing any action of any kind whatsoever which may result in the Corporation exceeding to�al budgeted expenditures for that fiscal year without first advising the President regarding the nature of the probable excess and having secured from the Boazd of Directors authorization to proceed. A.RTICLE XX-INSURANCE Each Director and Officer whether or not then in office, shall be indemnified by the Corporation against costs and expenses reasonably incurred by him/her in connection with any actioa, suit or proceeding in which he/she may be involved. by reason or lus/her being or havi.ng been a Director or Officer of the Corporati�n, except in relation to matters as to which helshe be finally adjudged in any such action, suit or proceed.ing in which he/she maq be involved by reason of his/her being or having been a Director of Officer of th� Corporation, except in relation to matters as to which he/she shall be finally adjudged in any such action, suite or proceeding to be or to have been derelict in the performance of his/her duty as such Director or Officer. The foregoi.ng right of indemnificati.on shall no# be exclusive of the rights to which a Director or Officer may be entitled.as a matter of law. 8 ARTICLE XXI FINANCIAL ACCOUNTING AND REPORTING The Officers ef the Corporation and particvlarly the Executive Director sha1l adhere to all requirements set forth in Mi.nnesota Statutes 477A relatzng to funds received from city lodging taxes, as well as the respective cities' accounting and reporting requirements. ADOPTION The faregoing By-Laws of Visit Minneapolis North were duly amended an.d approved by majority vote of the Board of Directors �during the regular Ivieeting of the Visit Minnea.polis North Boazd of Directors, December 20, 2006. 9