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94-03 HRA Resolutions Log Resolution 94-3 April 12, 1994 Commissioner Tremere introduced the following resolution and moved its adoption: e RESOLUTION AMENDING THE BY-LAWS OF THE HOUSING AND REDEVELOPMENT AUTHORITY, GOLDEN VALLEY, MINNESOTA WHEREAS, the Housing and Redevelopment Authority (Authority) for the City of Golden Valley desires to change portions of its By-laws; and WHEREAS, Article III - Meetings will be changed to 1) reflect rescheduling of the annual and regular meetings in keeping with procedures used by the City Council when rescheduling Council meetings, and 2) provide for setting the meeting time by resolution, and 3) provide for closed or executive sessions when appropriate; and WHEREAS, Article IV - Disbursement of Funds will be changed to provide for two instead of three signatories on checks issued by the Authority; and WHEREAS, the Authority must consider these amendments at two meetings, with at least three affirmative votes at each meeting prior to instituting the amend- ments; and WHEREAS, the amendments were approved by affirmative vote of Commissioners Johnson, Micks, Russell, Tremere and Thompson on February 8, 1994 and March 8, 1994; and e WHEREAS, at the March 8th meeting there were further changes recommended, including rewording of the new Article III, Section 5 on Executive Sessions, change in the title of Article II, Section 5 to Support Personnel, and changes to Article VI, Code of Ethics deleting Section 5, Valley Square Commission and adding "the Director" to Section 1, Subd. 4, Scope of Persons Covered; and WHEREAS, adoption of this resolution constitutes the second or third con- sideration of the proposed amendments. NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota that the following amendment to its By-laws are hereby adopted: 1. Article II - Officers; Section 5. Additional Personnel shall be amended to read: Support Personnel. The Director shall be responsible for and have the authority to employ, terminate or utilize other available personnel to perform whatever functions are necessary to the operation of the Authority in the same manner as the City Manager of the City of Golden Valley is empowered to do so under State Law. 2. Article III - Meetings; Section 1. Annual Meeting shall be amended to read: e The annual meeting of the Authority shall be held on the second Tuesday of January, at the regular meeting place of the Authority, unless changed at a scheduled meeting of the Authority held prior to the established date. Resolution 94-3 (continued) April 12, 1994 e 3. Article III - Meetings; Section 2. Regular Meetings shall be amended to read: Monthly meetings shall be held at the regular meeting place of the Authority on the second Tuesday of each month unless a specific meeting is changed or cancelled at a scheduled meeting of the Authority held prior to the meeting to be changed or cancelled. 4. Article III - Meetings; Section 3. Special Meetings shall be renum- bered and become Article III - Meetings; Section 4. 5. Article III - Meetings shall have a new Section 3. Meeting Times which reads: Standard meeting times for the annual and regular meetings shall be established by resolution of the Authority and may only be changed by subsequent resolutions. The Authority may, however, change the meeting time for a specific meeting at a scheduled meet.ing of the Authority held prior to the meeting to be changed. 6. Article III - Meetings shall have a new Section 5. Executive Session which reads: Upon being duly noticed, all or part of any regular or special meeting may be held as a closed, executive session to the extent permitted by Minnesota law. e 7. Article III - Meetings; Section 4. Quorum shall be renumbered and become Article III - Meetings; Section 6 8. Article III - Meetings; Section 5. Order of Business shall be renum- bered and become Article III - Meetings; Section 7. 9. Article III - Meetings; Section 6. Manner of Voting shall be renum- bered and become Article III - Meetings; Section 8. 10. Article IV - Disbursement of Funds shall be amended to read: Funds shall be appropriated and disbursed by the Director under the direction of the Authority. There will be a two signature requirement on any check issued by the Authority. Persons authorized to sign Authority checks are the Chairperson (or Vice-Chairperson in the absence of the Chairperson), and the Director. The signatures of the Chairperson or Vice-Chairperson may be by signature stamp to the extent authorized by the Chairperson or the Vice-Chairperson. Article VI - Code of Ethics; Section 1. Policy; Subd. 4. Scope of Persons Covered shall be amended to read: 11. e The provisions of this Code of Ethics shall be applicable to the Director, all Commissioners of the Housing and Redevelopment Authority of Golden Valley, Minnesota, and all advisory commissions and committee members thereof. The Director shall promulgate a similar Code of Ethics for paid employees and consultants. e e . Resolution 94-3 (continued) April 12, 1994 12. Article VI - Code of Ethics; Section 5. Valley Square Commission shall be deleted. BE IT FURTHER RESOLVED that the By-Laws as herein amended are attached and labeled "Exhibit A" - By-Laws of the Housing and Redevelopment Authority, Golden Valley, Minnesota. ~ A. ~-- David A. Thompson, Chair ATTEST: The motion f r h adoption of the foregoing resolution was seconded by Commissioner ssell and upon a vote being taken thereon, the following voted in favor thereo Johnson, Micks, Russell, Thompson and Tremere and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Chair and his signature attested by the Director. . e . Resolution 94-3 Exhibit nAn April 12, 1994 BY-LAWS OF THE HOUSING AND REDEVELOPMENT AUTHORITY GOLDEN VALLEY, MINNESOTA ARTICLE I - THE AUTHORITY Section 1. Name of Authority. The name of the Authority shall be the nHousing and Redevelopment Authority of Golden Valley, Minnesotan. Section 2. Seal of Authority. The seal of the Authority shall be in the form of a circle and shall bear the name of the authority and the year of its organization. Section 3. Office of Authority. The offices of the Authority shall be at the Civic Center, 7800 Golden Valley Road, in the City of Golden Valley, State of Minnesota, but the Authority may hold its meetings at such other place or places as it may designate by resolution. ARTICLE II - OFFICERS Section 1. Officers. The officers of the Authority shall be a Chairperson and Vice-Chairperson. Section 2. Chairperson. The Chairperson shall preside at all meetings of the Authority. Except as otherwise authorized by resolution of the Authority, the Chairperson shall sign all contracts, deeds and other instruments made by the Authority. At each meeting the Chairperson shall submit such recommenda- tions and information as he/she may consider proper concerning the business, affairs and policies of the Authority. Section 3. Vice-Chairperson. The Vice-Chairperson shall perform the duties of the Chairperson in the absence or incapacity of the Chairperson; and in the case of the resignation or death of the Chairperson, the Vice-Chairperson shall perform such duties as are imposed on the Chairperson until such time as the Authqrity shall select a new Chairperson. Section 4. Director. The Director shall be the City Manager of Golden Valley. He/she shall have responsibility for the general supervision of the projects of the authority and supervision of the personnel of Golden Valley who are to furnish services to the Authority. He/she shall perform, or have per- formed, such activities as the Authority shall from time to time reasonably request. He/she shall be responsible for the care and custody of all funds of the authority and for the deposit thereof in the name of the Authority in such bank or banks as the Authority from time to time shall designate; for the keeping of regular books of accounts showing receipts and expenditures; for ren- dering to the Authority, at each quarterly meeting of the Authority, an account of the income and expenses of the Authority, for rendering of such additional financial and other reports as the Authority from time to time shall request. Section 5. Support Personnel. The Director shall be responsible for and have the authority to employ, terminate or utilize other available personnel to perform whatever functions are necessary to the operation of the Authority in the same manner as the City Manager of the City of Golden Valley is empowered to do so under State Law. (Revised 4/94) e . e Resolution 94-3 (continued) April 12, 1994 Section 6. Secretary. The Secretary shall be anyone of the secretaries made available from time to time by the Director for use by the Authority from the personnel of Golden Valley and shall perform all duties required of the position, including but not limited to, the following: taking of dictation, doing typing and filing for any of the Authority's administrative staff, taking minutes and keeping records of meetings of the Authority, public hearings, and staff meetings as required by the Director, and any other secretarial work necessary to the timely and successful completion of the Authority's projects, as required by the Director. Section 7. Additional Duties. The officers of the Authority shall perform such other duties and functions as may from time to time be required by the Authority or the bylaws or rules and regulations of the Authority. Section 8. Election or Appointment. The first Chairperson shall, pursuant to his/her appointment, serve in the capacity of Chairperson until the expira- tion of his/her term of office as Commissioner. The Vice-Chairperson and the Chairperson shall be elected at the annual meeting of the Authority from among the Commissioners of the Authority, and shall hold office for one year or until their successors are elected and qualified. Section 9. Vacancies. Should the office of Chairperson or Vice-Chair- person become vacant, the Authority shall elect a successor from its membership at the next regular meeting, and such election shall be for the unexpired term of said office. When the office of the Director becomes vacant, the Authority shall appoint a successor, as aforesaid. Section 10. Additional Personnel. The Authority may from time to time employ such personnel as it deems necessary to exercise its powers, duties, and functions as prescribed by the Municipal Housing and Redevelopment law of Minnesota applicable thereto. The compensation of such personnel (including the Director) shall be determined by the Authority subject to the laws of the State of Minnesota. ARTICLE III - MEETINGS Section 1. Annual Meeting. The annual meeting of the Authority shall be held on the second Tuesday of January, at the regular meeting place of the Authority, unless changed at a scheduled meeting of the Authority held prior to the established date. Section 2. Regular Meetin9s. Monthly meetings shall be held at the regu- lar meeting place of the Authorlty on the second Tuesday of each month unless a specific meeting is changed or cancelled at a scheduled meeting of the Authority held prior to the meeting to be changed or cancelled. Section 3. Meeting Times. Standard meeting times for the annual and regular meetings shall be established by resolution of the Authority and may only be changed by subsequent resolutions. The Authority may, however, change the meeting time for a specific meeting at a scheduled meeting of the Authority held prior to the meeting to be changed. (Revised 4/94) -2- e e e Resolution 94-3 (continued) April 12, 1994 Section 4. Special Meetings. Special meetings of the Authority may be called by the Chairperson or two members of the Authority for the purpose of transacting any business designated in the call. The call for a special meeting may be either (a) in writing and delivered at any time prior to the time of the proposed meeting to each member of the Authority or mailed to the business or home address of each member of the Authority, or (b) verbal by direct contact or telephone. In any event said call shall be given at least two (2) days prior to the date of such special meting, and it shall be posted in accordance with the Minnesota Open Meeting Law. At such special meetings no business shall be con- sidered other than as designated in the call, but if all the members of the Authority are present at special meetings, any and all business may be trans- acted at such special meeting. Section 5. Executive Session. Upon being duly noticed, all or part of any regular or special meeting may be held as a closed, executive session to the extent permitted by Minnesota law. Section 6. Quorum. The powers of the Authority shall be vested in the Commissioners thereof in office from time to time. Three Commissioners shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance, action may be taken by the Authority upon a vote of a majority of the Commissioners present. Section 7. Order of Business. At the regular meetings of the Authority the following shall be the-order of business: 1. Roll Call 2. Reading and approval of the minutes of the previous meeting 3. Bills and Claims 4. Reports of the Executive Director 5. Reports of Committees 6. Unfinished Business 7. New Business 8. Adjournment. All resolutions shall be in writing and shall be copied in the journal of the proceedings of the Authority. Section 8. Manner of Voting. Yeas and Nays of the Commissioners shall be recorded on all matters before the Authority, except those questions requiring a roll call vote. The voting on all matters shall be entered upon the minutes of such meeting. ARTICLE IV - DISBURSEMENT OF FUNDS Funds shall be appropriated and disbursed by the Director under the direc- tion of the Authority. There will be a two signature requirement on any check issued by the Authority. Persons authorized to sign Authority checks are the Chairperson (or Vice-Chairperson in the absence of the Chairperson), and the Director. The signatures of the Chairperson or Vice-Chairperson may be by signature stamp to the extent authorized by the Chairperson or the Vice-Chair- person. (Revised 4/94) -3- e e e Resolution 94-3 (continued) April 12, 1994 ARTICLE V - AMENDMENTS Amendments to Bylaws. The bylaws of the Authority shall be amended only with the approval of at least three of the members of the Authority which shall not become effective until approved at two regular or special meetings of the Authority. ARTICLE VI - CODE OF ETHICS Section 1. Policy Subd. 1. General Declaration of Policy. It is imperative that all persons acting in the public service not only maintain the highest possible standards of ethical conduct in their transaction of public business, but that such standards be clearly defined and known to the public as well as to the persons acting in public service. The proper operation of democratic government requires that public officials be independent, impartial and responsible to the people; that governmental deci- sions and policies be made in the proper channels of the governmental structure; that public office not be used for personal gain; and that the public have con- fidence in the integrity of its government. In recognition of these goals there is hereby established a Code of Ethics for public officials of the Authority. The purpose of this Code is to establish ethical standards of conduct for such officials by setting forth those acts or actions that are incompatible with the best interests of the Authority and by directing disclosure by such officials of private, financial or other interests in matters affecting the Authority. The provisions and purpose of this Code are declared to be in the best interests of the Authority. Subd. 2. Responsibilities of Public Office. Public officials are agents of public purpose and hold office for the benefit of the public. They are bound to uphold the Constitution of the United States and the Constitution of this State and to carry out impartially the laws of the nation, state and municipality and thus, to foster respect for all government. They are bound to observe in their official acts the highest standards or morality and to discharge faithfully the duties of their office. Subd. 3. Dedicated Service. All officials of the Authority shall be dedi- cated to fulfilling their responsibilities of office described herein. They shall be dedicated to the public purpose and all programs developed by them shall be in the community interest. Public officials shall not exceed their authority or breach the law or ask others to do so, and they shall work in full cooperation with other public offi- cials and employees unless prohibited from doing so by law or by officially recognized confidentiality of their work. Subd. 4. Scope of Persons Covered. The provisions of this Code of Ethics shall be applicable to the Director, all Commissioners of the Housing and Redevelopment Authority of Golden Valley, Minnesota, and all advisory commis- sions and committee members thereof. The Director shall promulgate a similar Code of Ethics for paid employees and consultants. (Revised 4/94) -4- e e e Resolution 94-3 (continued) April 12, 1994 Section 3. Fair and Equal Treatment. Subd. 1. Subject to the provisions of Subdivision 3 below, no commissioner, advisory commission member or committee member, while acting as such, shall par- ticipate in the discussion of, or vote on, any issue in which he or she had any direct financial or personal interest which arises from blood or marriage rela- tionships. "Direct financial interest" is hereby deemed to mean such an interest as would involve a reasonable likelihood to gain having a monetary value of substance. "Blood relationships" and "marriage relationships" shall be deemed for the purpose hereof to include only immediate family relationships of the first degree: spouse, children, mother, father, father-in-law,mother-in- law, stepfather, stepmother, brother, sister, sister-in-law and brother-in-law. Subd. 2. Subject to the provisions of Subdivision 3 below, if a commis- sioner, advisory commission member or committee member has a financial interest in a business, investment, or transaction, which has a matter pending before the Authority, he or she shall not participate in the discussion as such public official or vote on the matter. Subd. 3. No persons covered by this Code of Ethics shall take any official action with respect to a matter in which he or she has a direct financial interest or personal interest which arises from blood or marriage relationships, provided that participation in the decision-making process on his or her own behalf as a private citizen shall not be prescribed by this Code of Ethics, and provided further that he or she may participate in matters leading up to or pre- liminary to official action to the extent that he or she disclosed any such direct financial or personal interest as he or she may have in the same and to the extent that he or she has no discretion to make a final controlling judgment or vote on the same. Disclosure of any such financial or personal interest shall be made to the board, commission or committee of which the person is a member when the item appears on the agenda. Such disclosures shall be recorded in the minutes and become a matter of public record. Subd.4. No person covered by this Code of Ethics shall, without proper legal authorization, disclose confidential information concerning the property, government, or affairs of the Authority, nor shall he or she use such informa- tion to advance the financial or other private interests of any person. Subd. 5. No person covered by this Code of Ethics shall directly or indirectly solicit any gift or accept or receive any gift of substance whether in the form of money, services, loan, travel, entertainment, hospitality, pro- mise or any other form, under circumstances in which it could be reasonably inferred that the gift was intended to influence him or her, or could reasonably be expected to influence him or her in the performance of his or her official duties or was intended as a reward for any official action on his or her part. Subd. 6. No Commissioner shall appear in behalf of another's private interest before the commission, any committee or board of the Authority, nor shall he or she represent another's private interests in any action or proceed- ing against the interests of the Authority in which the Authority is a party. Subd. 7. Except as specifically authorized by Section 471.88 of the Minnesota Statutes, no person covered by this Code of Ethics who is authorized to take part in any manner in making any sale, lease or contract in his official capacity shall have a direct financial interest in that sale, lease or contract or personally benefit financially therefrom. (Revised 4/94) -5- Resolution 94-3 (continued) April 12, 1994 . Section 4. Public Disclosure Bl Commissioners. Subd. 1. Unless already on file pursuant to the Golden Valley Code of Ethics, within 30 days after the effective date of this Code of Ethics, each member of the Authority shall file, as a public record, in the office of the Director, a signed statement disclosing the following: (1) A list of names of all business corporations, governmental agen- cies, companies, firms or partnerships or other business with the Authority or at some location within the City of Golden Valley (a) with which he or she is connected as an employee, officer, owner, director, trustee, partner, advisor, consultant, fiduciary (other than as a nominee) or (b) in which he or she has any continuing financial interest, through a pension or retirement plan, shared income, or otherwise, as a result of any current or prior employment or business or professional asso- ciation, or (c) in which he or she has any financial interest through the ownership of stocks, bonds or other securities. (2) A list of his or her interests in real property or rights in the same located within the City of Golden Valley. Subd. 2. Within 30 days after each anniversary date of initial filing, each person required to make such a filing under this Section 4 shall file a new disclosure statement setting forth the information required hereby as of the time of the new statement. ~ Subd. 3. Material changes in financial interest or in positions held shall be disclosed by filing an amended disclosure statement within 30 days after such interest is obtained or such changed position occurs. Subd. 4. This Code of Ethics shall not be construed to require the filings of any information relating to any persons' connection with, or interest in, any professional society or any charitable, religious, social, fraternal, educa- tional, recreational, public service, civic or political organization, or any similar organization not conducted as a business enterprise or governmental agency and which is not engaged in the ownership or conduct of such a business enterprise or governmental agency. Nor shall disclosure be required hereby where prohibited by professional or business association ethics promulgated by any agency. Subd. 5. The Director shall inform each person required by this Section 4 to file a disclosure statement at the time and place for filing. The Director shall notify the Authority whenever a person who is required by this Section 4 to file a disclosure statement who fails to do so. e (Revised 4/94) -6-