Dubuque Initiatives Board Appointments
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DUBUQUE IN-FUTURO
January 7, 1999
Honorable Mayor and City Council
City of Dubuque
City Hall
50 West 13th St
Dubuque IA 52001
RE: Dubuque Initiatives Board Appointments
Dear Honorable Mayor and Council Members:
The Board of Dubuque Initiatives, formerly known as Dubuque In-Futuro, is hereby requesting
the Council appointment of two Council members as the representatives for the City Council on
the Board of Dubuque Initiatives.
Discussion
Dubuque In-Futuro, Inc. was incorporated in 1980 as a non-profit community development
corporation to develop the Dubuque Industrial Center. Over the years, many projects including
construction of a speculative building, lease and purchase of buildings for industrial expansion
and securing of loans for new and expanding businesses have been undertaken.
Beginning in January of last year, The Board of Directors of Dubuque In-Futuro, Inc. has taken
steps to update the mission and purpose of the organization to better reflect today's community
development needs. Those steps have included a planning session, a new organization mission
statement, revised articles of incorporation and bylaws, a restructured board and a new name,
Dubuque Initiatives.
Dubuque Initiatives will continue to assist the City of Dubuque. The newly adopted mission is to
work as a community partner to undertake challenging projects involving job creation and
community revitalization that will improve the quality of life for the citizens of Dubuque.
The amended by-laws provide that the Board of Directors of Dubuque Initiatives is to be
comprised of the Mayor, two City Council members, the city manager, the executive director of
the Greater Dubuque Development Corporation and four directors elected at large. Currently two
members of the Council, Terry Duggan and Ann Michalski, are the appointed Council
representatives.
DUBUQUE IN-FUTURO, INC.
P.O. BOX 1745
DUBUQUE, IOWA 52004-1745
319/589-4210
Action Step
The Board is requesting the Council appoint two Council Members as Board Members of
Dubuque Initiatives. These members will join the Mayor, City Manager, and GDDC director in
selecting four other directors for the corporation.
Sincerely,
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Katie Krieg, Chairperson
Dubuque Initiatives
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BY-LAWS
OF
DUBUQUE INITIATIVES
ARTICLE I - NAME
The corporate name of this corporation is DUBUQUE
INITIATIVES.
ARTICLE II - PURPOSE
To render service to the City Council of the City of
Dubuque, Iowa on matters of community interest and to undertake, in
cooperation with the City Council of Dubuque, Iowa, or on its own
initiative, the sponsorship of projects directed to serving the
needs of low and moderate income citizens, to the improvements of
housing and employment conditions and to the general betterment of
the community; to have the power to apply for and receive grants,
gifts and bequests from the United States of America, from the City
of Dubuque, Iowa and other donors; to own real estate and personal
property, and to lease, sell, mortgage or otherwise dispose of
interests in real property for purposes consistent herein; to incur
indebtedness secured by the pledge of its assets and revenues; to
acquire, hold and undertake the development of property consistent
with the corporate purposes; to contract with the City of Dubuque,
Iowa for services and to enter into agreements or memoranda of
understanding with the City of Dubuque and other governmental
entities; to sell industrial development revenue bonds secured by
the pledge of its revenues; and to do and perform any and all
things necessary and incidental to the purposes hereinabove stated.
ARTICLE III - BOARD OF DIRECTORS
Section 1: GENERAL POWERS. The affairs of the
corporation shall be managed by its Board of Directors.
Section 2: QUALIFICATIONS, NUMBER AND TENURE. The
number of directors shall be not less than six (6) nor more than
nine (9) directors of which two shall be membe::::-s of the City
Council of the City of Dubuque and appointed by the Dubuque City
Council, the Dubuque City Manager, and the Mayor of the City of
Dubuque. One director shall be the executive director of the
Greater Dubuque Development Corporation. Four Directors shall be
elected at large. Each at large director shall be elected for a
three year term. At the 1999 election, the directors shall be
drawn by lot for the three (3), two (2), and one (1) year terms.
The first two names drawn shall serve a three year term, the next
name drawn shall serve a two year term and the last name drawn
shall serve a one year term. The executive director of the Greater
Dubuque Development Corporation, shall become a member of the board
of directors upon appointment as executive director of Greater
Dubuque Development Corporation. The two City Council members
shall be appointed by the Dubuque City Council at the first meeting
of the Dubuque City Council in January and immediately take office.
I
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Section 3:
designate three (3)
Nominating Committee.
This committee shall
the annual meeting.
ELECTION OF DIRECTORS. The President shall
Members in good standing as members of a
The President shall designate the chairman.
commence and meet at least 30 days prior to
The Nominating Committee shall present to the President
candidates to replace the Directors whose terms are expiring,
confirming the fact by personal contact with the candidates that
they are willing to accept directorship responsibility.
Upon receipt of the report of the Nominating Committee,
the Secretary shall immediately notify the Board by mail of the
names of persons nominated as candidates for Directors.
The elections of Directors shall occur at the annual
meeting and any Director can at that time nominate from the floor
additional directors for the at-large positions only.
The President shall serve as the Election Committee to
determine the tally of votes.
If a vacancy shall occur the same provisions as set out
above shall apply but the election shall be at the next directors
meeting unless delayed by a vote of the Board of Directors.
ARTICLE IV - MEETING OF CORPORATION
Section 1: ANNUAL MEETING OF THE DIRECTORS. The
corporation shall hold an annual meeting which shall be held the
.' /sda~s selected by the Board of Directors. Also, the meeting may
--- ''-b"e held for the transaction of other matters as may come before the
directors.
If the election of directors are not to be held on the
day designated for the annual meeting, or any other adjournment
thereof, the Board of Directors shall call its election to be held
at a special meeting of the directors called as soon thereafter as
conveniently may be.
Section 2: PLACE OF ANNUAL MEETINGS. The annual meeting
of directors shall be held at the place designated by the Board of
Directors.
Section 3: NOTICE OF ANNUAL MEETINGS. Written or printed
notice stating the place, day and hour of any meeting of directors
shall be delivered, either personally, by mail, or facsimile to
each director entitled to vote at such meeting, not less than
twenty (20) days nor more than forty (40) days before the date of
such meeting, by or at the direction of the president, or the
secretary or the officers or persons calling the meeting.
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Section 4: SPECIAL MEETINGS. Special meetings of the
Board of Directors may be called by or at the request of the pres-
ident or any two directors.
Section 5: NOTICE. Notice of any special meeting of the
Board of Directors shall be given at least twenty-four hours
previously thereto by written notice delivered personally, by mail,
telephone, or facsimile to each director at their address as shown
by the records of the corporation. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail in
a sealed envelope so addressed, with postage thereon paid. Any
director may waive notice of any meeting. The attendance of a
director at any 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. Neither the business
to be transacted at, nor the purpose of, any regular or special
meeting of the board need be specified in the notice or waiver of
notice of such meeting, unless specifically required by law or by
these by-laws.
Section 6: QUORUM. A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any
meeting of the board, provided, that if less than a majority of the
directors are present at said meeting, a majority of the directors
present may adjourn the meeting from time to time without further
notice.
Section 7: FISCAL YEAR OF THE CORPORATION. The fiscal
year of the corporation shall be July I, to June 30 of each year.
Section 8: 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 of Directors, except where otherwise
provided by law or by these by-laws.
ARTICLE V - OFFICERS
shall be
treasurer.
Section 1: OFFICERS. The officers of this corporation
a president, a vice-president, a secretary and a
Section 2: The officers shall be elected by the board of
directors from their own membership at their first official meeting
each year, following the annual meeting.
Section 3: DUTIES. The president and chairman of the
board of the corporation shall preside at all meetings of the board
of directors; the vice-president, in the absence of the president,
shall perform the duties of the president; the secretary shall
record and preserve the minutes of all meetings of the board of
directors; the treasurer shall keep the financial records of the
corporation.
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Section 4: VACANCIES. A vacancy in any office for any
reason whatsoever shall be filled by the Board of Directors for the
unexpired portion of the term.
ARTICLE VI - CONTRACTS, CHECKS DEPOSITS AND FUNDS
Section 1: CONTRACTS. The board of directors may
authorize any officer or officers, agent or agents of the
corporation, in addition to the officers so authorized by these
by-laws, 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: CHECKS, DRAFTS, ETC. All checks, drafts or
other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and
in such manner as shall from time to time be determined by
resolution of the board of directors. In the absence of such
determination by the board of directors, such instruments shall be
signed by the treasurer or such officers as may be appointed from
time to time by the Board of Directors and countersigned by the
president or a vice-president of the corporation.
Section 3: DEPOSITS. All funds of the corporation shall
be deposited from time to time to the credit of the corporation in
such banks, trust companies or other depositories as the board of
directors may select.
Section 4: GIFTS. The board of directors may accept on
behalf of the corporation any contribution, gift, bequest or device
for the general purposes or for any special purpose of the corpora-
tion.
Section 5: CONFLICT OF INTEREST. A member of the Board
shall not have any interest, direct or indirect, in any contract or
job or work or material or the process thereof or services to be
furnished or performed for Dubuque Initiatives.
Contract means: Any claim, account, or demand against
or agreement with the corporation either express or implied. The
provision of this Bylaw does not apply to those exceptions as set
out in Section 362.5 of the Iowa Code.
ARTICLE VII - ALL INCLUSIVE INDEMNIFICATION
Section 1. The corporation shall have power to indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a
director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director,
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officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with such
action, suit, or proceeding if he or she acted in good faith and in
a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the
conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
Section 2: The corporation shall have power to indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action or suit by or
in the right of the corporation to procure a judgment in its favor
by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in
good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation; except
that no indemnification shall be made in respect of any claim,
issue, or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his
or her duty to the corporation unless, and only to the extent that,
the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court
deems proper.
Section 3: To the extent that a director, officer,
employee, or agent of the corporation has been successful on the
merits or otherwise in defense of any action, suit, or proceeding
referred to in Sections (1) or (2) herein, or in defense of any
claim, issue, or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
Section 4: Any indemnification under Sections (1) or (2)
herein (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is
proper in the circumstances because the applicable standard of
conduct has been met as set forth in Sections (1) or (2) herein.
.,
Such determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding; (2) if a quorum is not
obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion; or (3) by the shareholders.
Section 5: Expenses (including attorneys' fees) incurred
in defending a civil or criminal action, suit, or proceeding may be
paid by the corporation in advance of the final disposition of such
action, suit, or proceeding as authorized in the manner provided in
Section (4) herein upon receipt of an undertaking by or on behalf
of the director, officer, employee, or agent to repay that amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this section.
Section 6: The indemnification provided by this section
shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to
action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors, and
administrators of that person.
Section 7: The corporation shall have power to purchase
and maintain insurance on behalf of any persons who are or were
directors, officers, employees, or agents of the corporation, or
are or were serving at the request of the corporation as directors,
officers, employees, or agents of another corporation, partnership,
joint venture, trust, or other enterprise against any liability
asserted against them and incurred by them in any such capacity or
arising out of their status whether or not the corporation would
have the power to indemnify them against such liability under the
provisions of this section.
ARTICLE VIII - AMENDMENTS
These by-laws may be altered or amended by a two-thirds
vote of the directors present at any meeting of the board, provided
written notice of the proposed amendment has been given to each
director five days prior the date of the meeting.
Approved this /5M day of f)fkhn}tU!, ,19!lt
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Ann Michalski, Secretary
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RESTATED ARTICLES OF INCORPORATION
OF
DUBUQUE INITIATIVES
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
We, the undersigned, acting as incorporators of a non-profit
corporation under the Non-Profit Corporation Act under and by
virtue of Chapter 504A of the 1979 Code of Iowa, adopt the
following Articles of Incorporation for such corporation.
ARTICLE I
The name of the corporation is DUBUQUE INITIATIVES.
ARTICLE II
Its name prior to the adoption of these Restated Articles of
Incorporation was DUBUQUE IN FUTURO, INC.
ARTICLE III
The purpose for which said corporation is organized is to
render service to the City Council of the City of Dubuque, Iowa on
matters of community interest and to undertake, in cooperation with
the City Council of Dubuque, Iowa, or on its own initiative, the
sponsorship of projects directed to serving the needs of low and
moderate income citizens, to the improvements of housing and
employment conditions and to the general betterment of the
community; to have the power to apply for and receive grants, gifts
and bequests from the United States of America, from the City of
Dubuque, Iowa, and other donors; to own real estate and personal
property, and to lease, sell, mortgage or otherwise dispose of
interest in real property for purposes consistent herein; to incur
indebtedness secured by the pledge of its assets and revenues; to
acquire, hold and undertake the development of property consistent
with the corporate purposes; to contract with the City of Dubuque,
Iowa for services and to enter into agreements or memoranda of
understanding with the City of Dubuque and other governmental
entities; to sell industrial development revenue bonds secured by
the pledge of its revenues; and to do and perform any and all
things necessary and incidental to the purposes hereinabove stated.
ARTICLE IV
The Board of Directors of DUBUQUE INITIATIVES shall be
composed of not less than six (6) nor more than nine (9) members as
set out in the Bylaws.
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ARTICLE V
The registered office and agent of the Corporation shall be
David L. Clemens, 222 Fischer Building, Dubuque, Iowa.
ARTICLE VI
The officers of the corporation shall consist of a president,
a vice president, a secretary, and a treasurer. They shall be
elected by the Board of Directors at the annual meeting of the
corporation and shall hold office until the next annual meeting or
until their successors shall be elected and qualified.
ARTICLE VII
In the event of dissolution of the corporation, the assets of
the corporation remaining on hand shall be distributed to the City
of Dubuque, Iowa, for public purposes; and in the event such
distribution cannot be made~ then in such event, upon dissolution
of the corporation, any assets remaining on hand shall be
distributed to the State of Iowa or the Federal Government for
public purposes.
ARTICLE VII
These Restated Articles of Incorporation:
(1) Correctly set forth the provisions of the
Articles of Incorporation, the corporation is
hear to form and hereby amended;
(2) Have been duly adopted according to law;
(3) Supersede there original Articles of
Incorporation, Corporation and all amendments
thereto.
Dated at Dubuque, Iowa, this ~day of \Jt.\.l'M\oL't'"
, 1998.
~~ ~ ~~,
Kat ryn Krieg, pre~dent
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Ann Michalski, Secretary
.
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STATE OF IOWA )
) ss.
DUBUQUE COUNTY )
On this /oH day of ;!J .!lGitr~ ,19K, before me, the
undersigned, a Notary Public in and for said State, personally
appeared Kathryn Krieg and Ann Michalski, to me personally known,
who being by me duly sworn, did say that they are the President and
Secretary, respectively, of the corporation executing the within
and foregoing instrument, that (no seal has been procured by the)
(the seal affixed thereto is the seal of the) corporation; that
said instrument was signed (and sealed) on behalf of the
corporation by authority of its Board of Directors; and that
Kathryn E. Krieg and Ann Michalski as officers acknowledged the
execution of the foregoing instrument to be the voluntary act and
deed of the corporation, by it and by them voluntarily executed.
State
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January 19, 1999
Ms. Katie Krieg, Chairperson
Dubuque Initiatives
c/o City Hall
Dear Katie:
At the Regular Session of the City Council held on January 18, 1999, Ann Michalski
was reappointed to Dubuque Initiatives Board and John Markham volunteered to be the
other representative from the Council to your Board. John's address is 855 Valentine
Rd., Dubuque, IA 52003 and his home phone number is 557-8117.
If other information is needed, please feel free to call.
Sincerely,
Mary A. Davis CMC
City Clerk