A RESOLUTION APPROVING THE AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE GLADWIN COUNTY ECONOMIC DEVELOPMENT CORPORATION

            At a regular meeting of the Board of Commissioners of the County of Gladwin,
Michigan held at Gladwin, Michigan.

PRESENT:    Commissioners Hargrave, Kalinowski, Rhode, Reid, Grimes, Hoag, and Whittington

 

ABSENT:       None 

The following resolution was offered by Commissioner Reid and seconded by Commissioner Kalinowski.
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WHEREAS, the Gladwin County Board of Commissioners acted on June 23, 1992 to establish an Economic Development Corporation to alleviate and prevent conditions of unemployment, to assist and retain local industries and commercial enterprises to strengthen and revitalize the County’s economy; and

WHEREAS, said Corporation was established under the provisions Act 338 of the Public Acts of Michigan of 1974, as amended, (“Act 338”). WHEREAS, a public hearing on said application and any competing application has been held, and

WHEREAS, said Corporation was established to be a perpetual body in support of Gladwin County’s economy, and

WHEREAS, the Articles of Incorporation approved at that time give to the Board of Commissioners of the County of Gladwin the power to amend the Articles of Incorporation from time-to-time,

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF GLADWIN, MICHIGAN, to:

  1. Amend the Articles of Incorporation of the Gladwin County Economic Development Corporation as attached.

 

  1. This resolution shall take immediate effect.

 

  1. The County Clerk be and hereby is directed to forthwith file a certified copy of this resolution in her office, and with the Secretary of State of the State of Michigan.
  1. All resolutions and parts of resolutions inconsistent with the provisions hereof be and are hereby declared repealed, revoked and rescinded.

 

            A vote on the foregoing resolution was taken and was as follows:

YES:   Commissioners Reid, Grimes, Hoag, Whittington, Hargrave, Kalinowski, Rhode.
NO:     None
ABSTAIN:      None

                        The Resolution was declared adopted.

CLERK’S CERTIFICATE

            The undersigned, being the duly qualified and acting Clerk of the County of Gladwin, Michigan, hereby certifies that (1) the foregoing is a true and complete copy of a resolution duly adopted by the Board of Commissioners at a regular meeting held on June 27, 2006, at which meeting a quorum was present and remained throughout, (2) that an original thereof is on file in the records of the County, (3) the meeting was conducted, and public notice thereof was given, pursuant to and in full compliance with the Open Meetings Act (Act No. 267, Public Acts of Michigan, 1976, as amended), and (4) minutes of such meeting were kept and will be or have been made available as required thereby.

                                                                        ________________________________
DATED: 
[SEAL]                                                            County Clerk

 

 


ARTICLES OF INCORPORATION
(Amended June 27, 2006)

 

            These Articles of Incorporation are signed and acknowledged by the incorporators for the purpose of forming a public economic development corporation, pursuant to the provisions of Act No. 338 of the Public Acts of 1974, as amended, (the “economic development corporation act of 1974.”)

ARTICLE I

            Name.  The name of the economic development corporation is the ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF GLADWIN.

ARTICLE II

            INCORPORATING MUNICIPALITY.  The incorporation of the Economic Development Corporation of the County of Gladwin was accomplished by the approval of these Articles of Incorporation by Ordinance of the County of Gladwin.

ARTICLE III

 

Purpose.       The corporation is organized and incorporated as authorized by and pursuant to the Economic Development Corporation Act of 1974 (Act 338, Public Acts of 1974), as amended.  The purpose for which the Corporation is created is to alleviate and prevent conditions of unemployment; to assist and retain local industries and commercial enterprises; to strengthen and revitalize the economy of the County of Gladwin and of the State of Michigan; to provide means and methods for the encouragement and assistance of industrial and commercial enterprises in locating, purchasing, constructing, reconstructing, modernizing, improving, maintaining, repairing, furnishing, equipping, and expanding in the County of Gladwin to encourage the location and expansion of commercial enterprises to more conveniently provide needed services and facilities of the commercial enterprises to the County and the residents thereof.  The accomplish the foregoing essential public purposes, the corporation, pursuant to Act 338, PA 1974, as amended, may do the following:

            a)         Construct, acquire by gift or purchase, reconstruct, improve, maintain, or repair Projects (as the word ‘projects’ is defined in Act 338, Public Act of 1974, as amended), and acquire the necessary lands for the site therefore;

b)         Acquire by gift or purchase the necessary machinery, furnishing and equipment for a Project;

c)         Borrow money and issue its revenue bonds or revenue notes to finance part or all of the cost of the acquisition, purchase, construction, reconstruction, or improvement of a project or any part thereof, the cost of the acquisition and improvement of the necessary sites therefore, the acquisition of machinery, furnishings, and equipment therefore, and the cost necessary or incidental to the borrowing of money and issuing of bonds or notes for such purpose;

            d)         Enter into leases, lease purchase agreements, or installment sales contracts with any person, firm, or corporation or public authority for the use or sale of a Project, or any part thereof;

            e)         Mortgage the project, or any part thereof, in favor of any lender of money to the corporation;

            f)          Sell and convey the Project or any part thereof for a price and at a time as the Corporation determines.

            g)         Lend, grant, transfer or convey funds, as described in Act 338, Public Acts of 1974, as amended, as permitted by law, but subject to applicable restrictions affecting the use of such funds;

h)         Assist and participate in the designation of the land area which will be acquired in the implementation of a Project;

  1. Prepare, assist and aid in the preparation of plans, services, studies and recommendations relative to the public purposes of the corporation;

 

  1. Aid, assist and participate in clearing, rebuilding and rehabilitating blighted, deteriorated areas or structures;
  1. Encourage citizen participation and assistance in industrial and commercial enterprises, housing and community improvement and to disseminate information to the general  public concerning the purposes and objectives of the corporation;

 

  1. Aid, assist and participate in the acquisition, rehabilitation or construction of industrial and commercial improvements, dwelling units or other structures or matters incidental therefor;
  1. Hold, demolish, repair, alter and improvement or otherwise develop, clear, and  dispose of real property;

 

  1. Enter into agreements and contracts with any state agency or, its political subdivisions and agency or department thereof, or any other official public body and any individual, co9rporationi or other organization in connection with the purpose of the corporation;
  1. Accept, hold, own, and acquire by bequest, devise, gift, purchase, or lease and property real or mixed, whether tangible or intangible, without limitations as to kind, amount or value;

 

  1. Sell, convey, lease, rent, mortgage, or make loans, grants or pledges of any such property, or any interest therein or proceeds therefrom, and to invest and reinvest the principal thereof and receipts therefrom, if any;
  1. Carry on any activity for the purposes above stated, either directly or as agent, for or with public authorities, individuals, corporations, or other organizations, or in whole or in part through or by means of public authorities, individuals, corporations or other organizations;

 

  1. In general, and subject to such limitations and conditions are as or may be prescribed by law, to exercise such other powers which are or hereafter may be conferred by law upon a corporation organized pursuant to Act 338, PA of 1974, as amended, and for the foregoing purposes.

 

ARTICLE IV

BOARD OF DIRECTORS. 

a).          DIRECTORS:   The Board of Directors of the Corporation shall consist of at least nine (9) persons, not more than three (3) of whom shall be an officer or employees of the County.  The Board of Directors of the Corporation shall be appointed by the Chairman of the Board of Commissioners of the County of Gladwin with the advise and consent of the Board of Commissioners, as provided in Act 338 Public Acts of Michigan, 1974, as amended.  The Directors shall be appointed for terms of six (6) years, except of the Directors first appointed, 4 shall be appointed for 6 years, 1 for five years, 1 for four years, 1 for 3 years, 1 for 2 years and 1 for 1 year.  The Board of Commissioners may choose to expand the membership of the Corporation as necessary to achieve the purposes of the Corporation.

  1.        ADDITIONAL DIRECTORS:  In accordance with Act 338, Public Acts of 1974, as amended,   the Chairman, with the advice and consent of the Board of Commissioners, shall appoint two (2) additional directors to the Board of Directors of the Corporation for each project proposed b y the Corporation.  Each of said additional Directors appointed pursuant to this paragraph 2, Article IV, shall serve as Directors of the Corporation until the project for which are appointed is either abandoned, or if undertaken, is completed in accordance with the project plan, at which time each such director shall cease to serve.

 

ARTICLE V

OFFICERS:       The Board of Directors of the Corporation, by an affirmative vote of a majority of its members (not counting additional directors appointed pursuant to paragraph 2 of Article IV, hereof), shall elect as the officers of the corporation, a President, a Secretary and a Treasurer, and from time to time may elect one or more Vice Presidents and such Assistant Secretaries, Assistant Treasurers and any other officers, agents and employees as the Board of Directors may deem proper.  Any two offices other than the offices of President, Secretary and Treasurer, may be held by the same person.

The officers of the Corporation shall serve for a term of one (1) year, and thereafter until his/her successor is elected and qualified, or until death, resignation or removal.

ARTICLE VI

POWERS AND DUTIES.  The powers and duties of the Corporation and its Officers are to assist in alleviating and preventing conditions of unemployment; to assist and retain local industries and commercial enterprises; to assist industrial and commercial enterprises in locating, purchasing, constructing, reconstructing, modernizing improving, maintaining, repairing, furnishing, equipping, and expanding in the county; and t construct, acquire by gift or purchase, reconstruct, improvement, maintain,  modernize, repair, furnish, equip and expand Projects (as the world “Project” is defined in Act 338, PA 1974 as amended), and acquire the necessary lands for the site therefore; to acquire by gift or purchase the necessary machinery, furnishings, and equipment for a Project; to borrow money and issue revenue bonds or revenue notes to finance all or part of the cost of a Project, including machinery, furnishings and equipment and the necessary site or sites therefore; to enter into, execute and carry out leases,  lease purchase agreements, installment sales contracts with any person, firm or corporation for the use or sale of the4 Project; to lease, mortgage, sell and convey the Project or any part thereof for a price at a time as the Corporation determines, to lend, grant, transfer, or convey funds as permitted by law, and in general to do and have such powers not prohibited by law and to the extent all powers provided and conferred by law upon corporations created and incorporated pursuant to Act  338, Public Acts of Michigan,, 1974, as amended, are hereby incorporated herein as powers of the Corporation and its officers, in addition to all other powers conferred thereupon by law.  It shall be the power and the duty of the officers of the corporation to implement, carry out, and execute the above described powers and duties of the Corporation.  The Corporation shall have authority to act subject to sub restrictions as may exist in its powers by the prior existence of the Economic Development Corporation of the City of Gladwin, which has been heretofore established.

ARTICLE VII

BODY CORPORATE.  The Corporation shall be a body corporate with power to sue and be sued in any court of this state.  It shall posses all the powers necessary to carry out the purpose of its incorporation and those incidental thereto.  The enumeration of any powers in these Articles of Incorporation shall not be construed as a limitation upon such general powers of the Corporation.

ARTICLE VIII

LOCATION.   Location of the first offices of the Economic Development Corporation of the County of Gladwin is the Gladwin County Commissioners, 401 W. Cedar, Gladwin, MI  48624.

ARTICLE IX

REGISTERED AGENT.  The name of the first resident agent at the registered office is Douglas A. Jacobson.

ARTICLE X

NON-STOCK; ASSETS.   The Corporation is organized upon a non-stock basis.  The amount of assets which said Corporation possesses is:

            a)         Real property:                                       None
b)         Personal  property:                                None

The Corporation will be financed from donations, gifts, grants and devises, either solicited or unsolicited, obtained from public authorities, individuals, corporations and other organizations, and earnings from its activities, borrowings, and issuance of bonds and notes.

ARTICLE XI

TERM.  The term of the Corporate existence is perpetual or until dissolved in accordance with Act 338, Public Acts of Michigan, 1974 as amended.

ARTICLE XII

BYLAWS AND REGULATION OF AFFAIRS.   The Board of Directors, by an affirmative vote of a majority of its members (not counting additional directors appointed pursuant to paragraph 2 of Article IV, hereof), shall adopt By-laws for the operation of affairs of the Corporation.

The regulation of the internal affairs of the corporation; including the distribution of assets on dissolution or final liquidation is placed entirely with the Board of Directors or their successors, as provided in the Bylaws of this Corporation, subject, however, to the provisions of Act 338 of the  Public Acts of 1974, as amended.

ARTICLE XIV

EFFECTIVE DATE OF CORPORATION.  The date upon which the Corporation shall become effective is June 23, 1992.

ARTICLE XV

PUBLICATION OF ARTICLES OF INCORPORATION.   The name of the newspaper in which the Articles of Incorporation shall be published is Gladwin County Record, a newspaper in general circulation in the County of Gladwin.  The director elected as Secretary of the corporation shall also act as Recording Officer of the corporation.  The clerk of the County of Gladwin shall cause a copy of the Articles of Incorporation to be published once in the Gladwin County Record, accompanied by a statement that the right exists to question the incorporation of the corporation in a court as provided in Section 31 or Act 338, Public Acts of Michigan, 1974 as amended.

ARTICLE XVI

NET EARNINGS.    No part of the net earnings of the corporation, beyond that necessary for the retirement of indebtedness or to implement the public purposes or program o f the County shall inure to the benefit of any person, firm or corporation, other than the County (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no member, trustee, officer or director of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.  No substantial part of the activities of the corporation shall be the  carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements ) any political campaign on behalf of any candidate for public office.

Upon termination or dissolution of the corporation, after adequate provision has been made for all obligations of the corporation, surplus earnings and all property and assets of the corporation shall belong to and be paid only to the County of Gladwin, Michigan, or its successor.

ARTICLE XVII

AMENDMENT:  The Articles of Incorporation and Bylaws of the Corporation may be amended by resolution of the Board of Commissioners which resolution shall be filed with the Secretary of State.  The effect of an amendment may include the alteration or changing of the structure, organization, programs, or activities of the Corporation including the power to terminate the existence of the Corporation; however, an amendment shall not impair the obligation of any bond or contract.

 

           

Amended this 27th    day of June  , 2006.

 

___________________________________
Chair
GLADWIN COUNTY BOARD OF COMMISSIONERS