America's River CorporationMEMORANDUM
May 14, 2003
TO:The Honorable Mayor and City Council Members
FROM:Michael C. Van Milligen, City Manager
SUBJECT:America's River Corporation
Assistant City Manager Cindy Steinhauser is recommending that the City of Dubuque
participate in the newly-formed America's River Corporation.
The purposes of the Corporation shall include but not be limited to
education about the Mississippi River. The purposes shall also include
promoting river front development and tourism in the Port of Dubuque and
working in cooperation with governmental entities, businesses and
organizations that share the same purposes.
The Bylaws also recommend that four of the seven board seats are permanent and are
occupied by the original America's River partners: Dubuque Area Chamber of
Commerce, the National Mississippi Museum and Aquarium, Platinum Hospitality and
the City of Dubuque. The remaining three seats would be at-large seats represented by
Port of Dubuque property owners or other stakeholders such as Dubuque Racing
Association (DP, A), Dubuque Main Street Ltd. (DMSL) and Diamond Jo Casino.
The mission of the organization is consistent with several of the Fiscal Year 2004
priorities established by the City Council including: Top Pdodty - America's River
project and development; High Priorities - Marketing riverfront and total community and
Property acquisition at the riverfront; Other Pdodty - America's River marketing
program. The mission is also consistent with several Management Priorities - Vacant
property redevelopment and Riveffront master plan implementation. Based upon these
goals, the City's participation in the America's River Corporation is consistent with the
goals previously outlined by City Council. in reviewing the matter with Corporation
Counsel Barry Lindahl, he sees no conflict of interest for the City to participate in the
corporation.
There have been some costs associated with the establishment of this corporation and
the America's River partners have agreed, in concept to share these costs. To date the
City's share of the cost is as follows:
Board of Directors insurance $ 500
Trademark application $1,500
America's River insert $2,700
Additional costs, such as not for profit corporation status filing fees and vendor
procurement fees are anticipated. Based upon this information, the second budget
amendment for FY. 2003 includes a line item expense of $7,500 for America's River
start-up costs. After the trademark is marketed, promotional events are held and
additional participants are brought in to help with promotion it is antici pated that the
corporation will become self-funding.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
MCVM/jh
Attachment
cc: Barry Lindahl, Corporation Counsel
Cindy Steinhauser, Assistant City Manager
MEMORANDUM
May14,2003
TO:Michael C. Van Milligen, City Manager
FROM:Cindy Steinhauser, Assistant City Manager
SUBJECT:America's River Corporation
Introduction
The purpose of this memorandum is to provide information on the newly established
America's River Corporation and to request approval of the City's participation as a
charter board member of the corporation and authorize funding for the City's portion of
start-up corporation costs.
Discussion
In July 2002, the America's River partners agreed to the need to enter into a formal
arrangement to jointly manage the ongoing promotion of the America's Project and to
trademark the use of the America's River logo. This process began with a
Memorandum of Agreement (MOA) between the Dubuque Area Chamber of Commerce,
the National Mississippi Museum and Aquarium and the City of Dubuque to pursue
registration ofthe America's River trademark. Also participating in this process was
Platinum Hospitality, however, due to the not for profit and governmental nature of these
three partners they were advised to not participate in ownership of the trademark.
However, the MoA does spell out the use of the trademark by Platinum Hospitality, the
fourth partner in the America's River partnership. The Chamber of Commerce has been
managing the application process for the trademark on behalf of the partners. The
partners also participated in a process that resulted in the selection of Sprenger
McCullough and Get Smart Designs to manage the creative development and
placement of the marketing efforts for the America's River project.
These discussions also included the need to establish an on-going forum in which to
address issues related to the America's River project and promotion of the Port of
Dubuque. Since September 2002, representatives of the America's River partners have
participated in several visioning and planning session to determine the appropriate
structure to encourage this activity. Based upon these meetings, it was agreed that an
America's River 501 c 3 Corporation should be established. On November 20, 2002 the
America's River Corporation was incorporated at the State and on April 11, 2003 the
bylaws for the corporation were approved. A copy of the bylaws is attached for your
information. As indicated in the bylaws, the mission of the organization is to provide
education about and promotion of the Mississippi River, the focus of the America's River
project and the Port of Dubuque.
These bylaws also recommend that four of the seven board seats are permanent and
are occupied by the original America's River partners: Dubuque Area Chamber of
Commerce, the National Mississippi Museum and Aquarium, Platinum Hospitality and
the City of Dubuque. The remaining three seats would be at-large seats represented by
Port of Dubuque property owners or other stakeholders such as Dubuque Racing
Association (DRA), Dubuque Main Street Ltd. (DMSL) and Diamond Jo Casino.
The mission of the organization is consistent with several of the Fiscal Year 2004
priorities established by the City Council including: Top Priority - America's River
project and development; High Priorities - Marketing riverfront and total community and
Property acquisition at the riverfront; Other Priority - America's River marketing
program. The mission is also consistent with several Management Priorities - Vacant
property redevelopment and Riverfront master plan implementation. Based upon these
goals, the City's participation in the America's River Corporation is consistent with the
goals previously outlined by City Council. In reviewing the matter with Corporation
Counsel Barry Lindahl, he sees no conflict of interest for the City to participate in the
corporation.
As mentioned earlier in the memo, there have been some costs associated with the
establishment of this corporation and the America's River partners have agreed, in
concept to share these costs. To date the City's share of the cost is as follows:
Board of Directors insurance $ 500
Trademark application $1,500
America's River insert $2,700*
*This was a promotional piece developed pdor to the establishmen! of an America's River marketing campaign.
Additional costs, such as not for profit corporation status filing fees and vendor
procurement fees are anticipated. Based upon this information, the second budget
amendment for FY 2003 includes a line item expense of $7,500 for America's River
start-up costs. After the trademark is marketed, promotional events are held and
additional participants are brought in to help with promotion it is anticipated that the
corporation will become self-funding.
Action
The requested action is for City Council to approve the City's participation as a charter
and permanent board member for the America's River Corporation, approve city
manager serving as the City's representative and to authorize up $7,500 as the City's
portion of startup costs for the Corporation.
Attachment
cc: Barry Lindahl, Corporation Counsel
Pauline Joyce, Administrative Services Manager
AMENDED AND RESTATED
BYLAWS FOR
AMERICA'S RIVER CORPORATION
Adopted April 11, 2003
Article I. Offices
Section 1. Principal Office. The principal office of the Corporation in the State
of iowa shall be located at the office of the Dubuque Area Chamber of Commerce in
the City of Dubuque, Iowa. The Corporation may have such other offices, either
within or without the State of Iowa, as the Board of Directors may designate or as
the business of the Corporation may require from time to time.
Section 2. Registered Office. The registered office of the Corporation required
by the Iowa Nonprofit Corporation Act to be maintained in the State of Iowa may, but
need not, be identical with the principal office in the state of Iowa, and the address of
the registered office may be changed from time to time by the Board of Directors.
Article II. Members
Section 1. Membership Qualification. The Permanent Members of the
Corporation shall be the Dubuque Area Chamber of Commerce, the Dubuque
County Historical Society and the City of Dubuque. General Members shall be
individuals and entities doing business in the Port of Dubuque who meet
membership criteria as established from time to time by the Board of Directors. For
purposes of these Bylaws, Port of Dubuque shall mean that geographic area defined
by the following boundaries: The Mississippi River on the east, the Locust Street
connector on the south, Bluff Street on the west, and 5th Street on the north.
Section 2. Composition of Board.
1. The business and affairs of the Corporation shall be managed by a
Board of of seven (7) Directors who shall serve without compensation.
The Directors shall be as follows:
a. The Executive Director of the Dubuque Area Chamber of
Commerce or the Executive Director's designee.
b. The Executive Director of the Dubuque County Historical
Society or the Executive Director's designee.
c. The City Manager for the City of Dubuque or the City
Manager's designee.
d. The Chief Executive Officer of Platinum Hospitality or the
Chief Executive Officer's designee
e. Three at-large seats.
2. To the extent Platinum Hospitality ceases to exist or transfers to
another entity all or substantially all of its interest in Port of Dubuque
businesses, the Platinum Hospitality Director seat shall become an at-
large seat.
Section 3. Terms and Elections.
1. At-large Directors shall be appointed at the annual meeting of the
Board and shall serve for a period of three (3) years. An at-large
Director may not be appointed for more than two successive terms.
The initial terms of the at-large Directors may be for such staggered
terms as the Board may determine.
2. At [east ten (10) days prior to the annual meeting of the Board, the
Executive Committee shall submit a slate of candidates for the vacant
seats on the Board and for the Officers of the Corporation and no other
candidates shall be submitted.
Article Ill. Board of Directors
Section 1. General Powers and Duties. The business and affairs of the
Corporation shall be managed by the Board of Directors. The annual meeting of the
Board shall be held on the fourth Thursday in September each year beginning in
2003 at the hour of 12:00 p.m. unless another date is fixed by the Board with in thirty
(30) days before or after said date.
Section 2. Confidentiality. All discussions, negotiations, deliberations, and
other matters coming before or carried on by the Board of Directors or by any
committee appointed by the Board of Directors shall be confidential and shall not be
disclosed to any non-Board member. The failure of any Director to abide by this
prowsion shall be grounds for the Director's removal. This section shall not be
applicable to the extent that disclosure of any such matter is required by Chapter 21
of the Code of Iowa (Open Meetings Law) or by any other applicable law. regulation
or court order.
Section 3. Conflict of Interest. No Director shall have any direct financial
interest in any contract or subcontract or the proceeds thereof in connection with any
contracts awarded by the Board for work to be performed or services to be provided
to the Corporation at any time during such Director's tenure on the Board without the
prior written approval of the Board.
Section 4. Tenure. Each at-large Director shall hold office for the balance of
the Director's term and until a successor shall have been appointed, unless
removed at a meeting called expressly for that purpose by a vote of a majority of all
of the other Directors.
Section 5. Removal. Any at-large Director may be removed by the Board
whenever, in its judgment, the best interests of the Corporation will be served
thereby. Such removal shall be by a majority of all of the other Directors. However,
the Director shall have the right to appear before the Board to defend the Director's
position.
Section 6. Quorum. A majority of all of the Directors shall constitute a quorum
for the transaction of business at any meeting of the Board.
Section 7. Manner of Acting. The act of a majority of the Directors present at
a meeting at which a quorum is present shall be the act of the Board.
Section 8. Vacancies. If there are vacancies created on the Board between
its annual meetings, whether by reason of death, resignation or removal of a
Director or by reason of an increase in the number of directors, then the Executive
Committee shall appoint a person to fill such vacancy for the remainder of the
Director's term.
Section 9. Presumption of Assent. A Director who is present at a meeting of
the Board at which action on any Corporation matter is taken shall be presumed to
have assented to the action taken unless the Director's dissent shall be entered in
the minutes of the meeting or unless the Director shall file a written dissent to such
action with the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered or certified mail to the Secretary-
Treasurer of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 10. Conference Telephone Meetinqs. Subject to the applicable
provisions of Article VIII, any action required by the Iowa Nonprofit Corporation Act
at a regular or special meeting of the Board, or at a regular or special meeting of any
committee of the Board, may be taken through conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. The participation in a meeting pursuant to this
provision shall constitute presence in person at such meeting.
Section 11. Requtar Meetings. The Board shall hold regular monthly meetings
at such time and place as designated by the Board. The Board may provide the time
and place, within the State of Iowa, for the holding of additional regular meetings
without other notice except as required by law.
Section 12. Special Meetinqs. Special meetings of the Board may be called
by or at a request of the President or any four (4) Directors. The person or persons
authorized to call special meetings of the Board may fix any place, within the State
of Iowa, as the place for holding any special meeting of the Board called by them.
Section 13. Notice of Special Meetin.qs. Notice of any special meeting shall
be given at least five (5) days prior thereto by written notice delivered personally or
mailed to each Director at the Director's address as designated to the Secretary-
Treasurer of the Corporation. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, so addressed, with postage thereon
prepaid. Any Director may waive notice of any meeting. The attendance of a Director
at a meeting shall constitute a waiver of notice of such meeting except where a
Director attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened. The business
to be transacted at, or the purpose of, any special meeting of the Board shall be
specified in the notice or waiver of notice of such meeting. The only business which
may be transacted at a special meeting shall be that specified in the notice.
Section 14. Committees. The Board from time to time by a majority vote of
the members of the Board may appoint from its members or from the general public,
a committee or committees, temporary or permanent, and, to the extent permitted by
law and these Bylaws, may designate the duties, powers and authorities of such
committee. Notwithstanding any provision in these Bylaws to the contrary, neither
the Executive Committee nor any other committee shall have any policy-making or
decision-making authority, all of which is reserved to the Board unless specifically
delegated by the Board to the committee. Any action of the Executive Committee,
other than the nomination of candidates for Directors or Officers or the amendment
of the Bylaws, or any other committee is subject to the approval of the Board.
Section 15. Executive Committee.
1. The Board shall have an Executive Committee consisting of the
Directors representing the Dubuque Area Chamber of Commerce, the
Dubuque County Historical Society, and the City of Dubuque. The
designation of this committee and the delegation thereto of authority
shall not operate to relieve the Board, or any member thereof, of any
responsibilities.
2. The Executive Committee shall be responsible to see that the
policies, procedures, and budget established by the Board are carried
out. The Executive Committee shall be responsible to prepare the
annual budget of the Corporation and to negotiate specific contracts or
agreements, including, but not limited to, compensation of employees,
and shall present same to the Board for action. The Executive
Committee shall have such other responsibilities as shall be
designated by the Board from time to time.
3. The Executive Committee may meet as necessary upon notice or
as required by the Board and shall report to the Board at the next
regular Board meeting. The Chairperson, or, in the Chairperson's
absence, the Vice-Chairperson shall preside at all meetings of the
Executive Committee. The meetings of the Executive Committee shall
be called by the Chairperson or, upon the Chairperson's inability or
refusal to act, by the Vice-Chairperson.
4. The Executive Committee shall keep regular minutes of its meetings
which shall be distributed to the members of the E~oard at the next
regular meeting of the Board.
Section 16. Trademark Manaqement Committee. The Trademark
Management Committee shall consist of one member each designated by the
Director representing the Dubuque Area Chamber of Commerce the Dubuque
County Historical Society and the City of Dubuque. The Trademark Management
Committee shall manage the use and licensing of the America's River Trademark.
Section 17. General Public Marketinq Committee. The General Public
Marketing Committee shall consist of one member each designated by the Director
representing the Dubuque Area Chamber of Commerce, the Dubuque County
Historical Society, the Dubuque Racing Association and the City of Dubuque, and
such other members as the Board may determine. The committee shall develop and
implement a marketing plan to promote the Port of Dubuque, including creating and
coordinating special events.
Section 18. Business Development Committee. The Business Development
Committee shall consist of one member each designated by the Director
representing the Dubuque Area Chamber of Commerce, the Dubuque County
Historical Society and the City of Dubuque, and such other members as the Board
may determine.
Section 19. Membership Development Committee. The Membership
Development Committee shall consist of one member each designated by the
Director representing the Dubuque Area Chamber of Commerce, the Dubuque
County Historical Society and the City of Dubuque, and such other members as the
Board may determine. The committee shall develop membership investment levels
for business and individuals desiring to further the goals and purposes of the
Corporation. The committee shall also develop membership investment levels for
businesses desidng to be listed as preferential procurement vendors for products
endorsed and produced by the Corporation.
Article IV. Officers
Section 1.Number of Officers. The Officers of the Corporation shall be
President and Secretary-Treasurer.
Section 2. Election, Term of Office and Qualifications. The Officers of the
Corporation shall be elected annually by the Board during the annual meeting of the
Board. Each Officer shall hold office for a term of one year, or until a successor
shall have been duly chosen or until death or resignation. All Officers shall be
Directors and all Officers may serve consecutive terms
Section 3 Removal. An Officer may be removed, with or without cause, at
any meeting of the Board, by the affirmative vote of three-fourths of the other
members of the Board.
Section 4. Vacancies. A vacancy n any office by reason of death,
resignation, removal, disqualification or any other cause shall be filled by the Board.
Section 5. Duties of Officers.
1. President. The President shall be the head of the Corporation and shall
preside at all meetings of the Board. The President shall serve as spokesperson for
the Corporation at all public functions and news conferences, or may designate the
spokesperson for such events. With the approval of the Board, the President shall
sign all deeds, contracts and other instruments affecting the operation of the
Corporation or any real or personal property of the Corporation.
2. Secretary-Treasurer. The Secretary-Treasurer shall serve as Treasurer of
the Corporation and review all financial information. The Treasurer shall be the
technical custodian of all funds of the Corporation. The Secretary-Treasurer shall act
as agent for service of process, and shall conduct the correspondence, preserve the
records, documents, and communications, keep books of account, maintain an
accurate record of the proceedings of the Corporation and Board of Directors
meetings.
Article V. Contracts, Loans, Checks, Deposits, and Audit
Section 1. Contracts. The Board may authorize any Officer or Officers, agent
or agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation and such authority may be general or
confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation
and no evidences or indebtedness shall be issued in its name unless authorized by
the Board. Such authority shall be confined to specific instances.
Section 3. Disbursements.
1. Upon approval of the budget, the President or the President's
authorized agent shall be authorized to make disbursements for
expenses provided for in the budget without any additional approval by
the Board.
2. No disbursements of funds except as noted in Section 3(1) be made
unless the same have been approved: authorized and ordered by the
Board.
3. All disbursements of funds shall be made by check. Checks shall
signed by such Officers, agents and employees as shall be designated
by the Board.
Section 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board may select.
Section 5..Annual Audit. The accounts of the Corporation shall be audited
annually as of the close of business at the end of its fiscal year by an accredited
independent auditor.
Article VI. Fiscal Year
The fiscal year of the Corporation shall be as fixed by the Board.
Article Vii. Distribution of Net Cash Proceeds
The Board shall establish criteria for the distribution of the Corporation's
share of the net cash proceeds from all operations of the Corporation. Such
distribution criteda shall be consistent with the Articles of Incorporation of the
Corporation. Notwithstanding anything contained in these Bylaws or the Articles of
Incorporation, the proceeds from the annual Taste of Dubuque event or any
successor event shall belong solely to the Dubuque County Historical Society.
Article VIII. Waiver of Notice
Whenever any notice is required to be given to any Director of the
Corporation under the provisions of these Bylaws or under the provisions of the
Articles of Incorporation or under the provisions of the iowa Nonprofit Corporation
Act, 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 to
'7
the giving of such notice.
Article IX. Parliamentary Procedure
The proceedings of the Board of Directors, and its committees, shall be
governed by and conducted according to the latest edition of Robert's Rules of
Order,
Article X. Amendment
These Bylaws may be amended, added to or repealed only by the unanimous
vote of the Directors representing the Corporation's Permanent Members.
Article XI. Miscellaneous
Any matters not heretofore addressed by these Bylaws, or in the Articles of
incorporation, shall be governed by the provisions of the "Iowa Nonprofit Corporation
Act" and all amendments thereto.
Article Xll. Indemnification
The Corporation shall indemnify each of its Directors, Officers and employees,
whether or not then in office, and such person's executor, administrator and heirs,
against all reasonable expenses actually and necessarily ~ncurred by such person,
including, but not limited to judgments, fines, costs, and counsel fees, in connection
with the defense of any civil, criminal, administrative or investigative actions, suit or
proceeding to which such person may have been made a party because such
person is a Director, Officer or employee of the Corporation. Such person shall
have no dght to reimbursement; however, ~n relation to matters as to which such
person has been adjudged liable to the Corporation for negligence or misconduct in
the performance of a duty as a Director, Officer or employee. The dght to indemnity
for expenses shall also apply to expenses of suits which are compromised or settled
if the Court having jurisdiction of the action shall approve such settlement. The
foregoing dght of indemnification shall be in addition to and not exclusive of, all other
rights to which such Director, Officer, or employees may be entitled, but shall not be
contrary to the provisions of Section 504A.4(14), Code of Iowa, as now or hereafter
amended.
Article Xlll. Purposes
The purposes of the Corporation shall include but not be limited to education
about the Mississippi River. The purposes sha] also include promoting river front
development and tourism in the Port of Dubuque and working in cooperation with
governmental entities, businesses and organizations that share the same purposes.
Article XIV. Termination or Dissolution
Upon termination or dissolution of the Corporation, the distribution of any
surplus property and assets remaining after all the debts and obligations of the
Corporation have been paid and satisfied, shall be distributed to and vested in a
non-profit Corporation(s) organized and existing under the laws of the State of Iowa,
whose business purposes in the greater Dubuque, Iowa area is similar to the
purposes of this organization, and which is exempt from taxation, pursuant Chapter
504A, Code of Iowa, and the provisions of Section 501 (c)(3), (4) or.(6) of the Intemal
Revenue Code, as amended,
Approved this day of ., 2003.
City of Dubuque, Iowa
By
Michael C. Van Milligen
Dubuque County Historical Society
By
Jerry Enzler
Dubuque Area Chamber of Commerce
By
Steward Sandstrom