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Dubuque Initiatives Board Appointments ." ~ 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, .~Z;~ ~ Katie Krieg, Chairperson Dubuque Initiatives F.IUSERSIAKRAMERIMYDOCSICDDOCSIDIFIBOARDICOUNClL.L TR 0 <..0 L1...,J ::r- .....'" N r.f) <! _~~,,~"1J. - ~ 3: E > 0::: 0 ""'.~ 0;,'-",_,,,"- <1: CL c-.::l W ! : --l W ("") ......t C> ::J ......-l >- >- a ....--... eX: f- ::J Z <! - en ~,.Lj ex:: C> ~ ::J --., 0 r'r"'" en ):".....l.",_ en , " 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 " 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. .. 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. .. 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, " 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 ~L~. Ann Michalski, Secretary F:\WORDPERF\DOCS\MAW\DUB-INIA.BYl '. 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. .. 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 rlv L ~~ Ann Michalski, Secretary . -. . 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 F:\~ORDPERF\DOCS\MA~\INITIATI.ART .-.-,-~"'~~~ -- - ~-<"-.~ ..':;"- . AGNES M. KRJI!!Cq , ~. ,e.~"~ MYCOMMISSION CXf>:c'.~C 'J":. .-' -- - ...00 I I::_~." ... . 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