283.02  ARTICLES OF INCORPORATION.
   These Articles of Incorporation are adopted and executed by the incorporating unit, being the City of Howell, Livingston County, Michigan, for the purpose of creating a Building Authority, pursuant to the provisions of Act No. 31 of the Michigan Public Acts of 1948 (First Extra Session), as amended (the "Act").
   ARTICLE I
   The name of this Authority is the "CITY OF HOWELL BUILDING AUTHORITY" (referred to herein as the "Authority").
   ARTICLE II
   The name of the incorporating unit creating this Authority is the City of Howell, in the County of Livingston, State of Michigan.
   ARTICLE III
   The purpose of this Authority is to acquire, furnish, equip, own, improve, enlarge, operate and maintain buildings, automobile parking lots or structures, recreational facilities, stadiums, and the necessary site or sites therefor, together with appurtenant properties and facilities necessary or convenient for the effective use thereof, for the use or benefit of the City of Howell, Michigan (the "City").
   ARTICLE IV
   The Authority shall be a body corporate with power to sue and be sued in any court of this State.  It shall have a corporate seal.  The corporate limits of the Authority shall be the same as those of the City.  The Authority shall possess all the powers necessary to carry out the purpose of its incorporation and those incident thereto.  The enumeration of any powers herein shall not be construed as a limitation upon its general powers unless the context shall clearly indicate otherwise.
   ARTICLE V
   The Authority shall continue in existence until dissolved pursuant to law: Provided, that it shall not be dissolved if such dissolution would operate as an impairment of any bond or other contract.  In the event of such dissolution, the title to any property then owned by the Authority shall pass to the City.
   ARTICLE VI
   The fiscal year of the Authority shall be the same as the fiscal year of the City.
   ARTICLE VII
   For the purpose of accomplishing the objects of its incorporation, the Authority may acquire property by purchase, construction lease, gift, devise or condemnation, and for the purpose of condemnation, it may proceed under the provisions of Act No. 149 of the Public Acts of 1911, as now or hereafter amended, or any other appropriate statute.
   ARTICLE VIII
   The Authority shall have power to enter into a contract or contracts with the City, whereby the Authority will acquire property to be used by the City and will lease the same to the City for a period not to exceed fifty (50) years.  The consideration specified in such contract or contracts for such use shall be subject to increase by the Authority, if necessary, in order to provide funds to meet its obligations: Provided, that such increase shall not require the City to pay more than a reasonable rental for the leased premises.
   ARTICLE IX
   For the purpose of defraying all or part of the cost of acquiring, improving, and enlarging any building or buildings, automobile parking lots or structures, recreational facilities, stadiums, and the necessary site or sites for the property, together with appurtenant properties and facilities necessary or convenient for the effective use of the property, furnishing and equipping the same; or refunding outstanding bonds as provided in Section 11K of the Act, the Authority, after execution and delivery of a full faith and credit general obligation contract of lease, as provided in the Act, and pursuant to resolution duly adopted by a majority vote of the elected members of the Commission (as hereinafter defined), may issue its negotiable bonds in anticipation of the contract obligations of the City to make cash rental payments to the Authority and may pledge the receipts from the payments for payment of bonds and the interest on the bonds.  Bonds shall not be issued unless the property has been leased by the Authority to the City for a period extending beyond the last maturity of the bonds and no maturity shall in any event be more than forty (40) years from the date of the bonds and until the contract of lease is fully effective.  The bonds shall be called building authority bonds, or, in the case of bonds issued to refund outstanding bonds, the bonds shall be called building authority refunding bonds.
   ARTICLE X
   The powers of the Authority shall be exercised by its governing body which shall be known as the "Commission" and shall consist of three (3) members to be appointed by the City Council of the City, each of whom shall hold office for a term of three (3) years, except that the term of one (1) of the Commissioners first appointed shall expire on December 31, 1994; the term of one (1) of the Commissioners first appointed shall expire on December 31, 1995; and the term of one (1) of the Commissioners first appointed shall expire on December 31, 1996, respectively.  Thereafter, each Commissioner shall be appointed for a full three (3) year term beginning on January 1 of the first year of the term and expiring on December 31 of the last year thereof. Each Commissioner shall serve during the term for which he or she was appointed and thereafter until his or her successor is appointed.  No member of the City Council of the City shall be eligible to appointment or membership on the Commission.  The members of the Commission shall serve without compensation but the Commission in its discretion may authorize the payment of the actual expenditures of any member incurred in connection with the business of the Authority as may be authorized by the Act and as are approved by the City Council of the City.  The first members of the Commission shall meet for the purpose of organization within twenty (20) days after their appointment and thereafter the Commission shall meet for such purpose on the first business day in January in each year at 10:00 a.m., at the Howell City Hall, 611 E. Grand River, Howell, Michigan, or such other usual place of holding the meetings of the Commission as shall be provided in the By-Laws of the Authority and as may be permitted by law.  At each of such organization meetings, the Commission shall select a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer who shall be members of the Commission and as permitted by the Act.  The office of the Treasurer may be held by any member of the Commission notwithstanding that he or she holds some other office on the Commission.  Such officers shall serve until the organization meeting in the following year and until their respective successors shall be selected.  The time and place of such original organization meeting shall be fixed by a majority of the members of the Commission and notice thereof served personally upon all members, at least twenty-four (23) hours prior to the time of holding of the meeting and in accordance with the Act.  No appointment to the Commission and no election of an officer of the Commission shall be deemed to be invalid because it was not made within or at the time specified in these Articles.  Any member of the Commission may be removed for cause at any time by action of the City Council of the City.  Any officer of the Commission may be removed at any time by action of the Commission.
   ARTICLE XI
   In event of a vacancy on the Commission, the City Council of the City shall fill the vacancy for the unexpired term.  In event of a vacancy in any office of the Commission, such vacancy shall be filled by the Commission for the unexpired term. In the case of the temporary absence or disability of any officer, the Commission may appoint some person to temporarily act in his or her stead except that in case of the temporary absence or disability of the Chairperson, the Vice Chairperson shall so act.
   ARTICLE XII
   All meetings of the Commission shall be conducted at public meetings held in compliance with Act No. 267 of the Public Acts of Michigan of 1976, as amended ("Act 267").  Public notice of the time, date and place of the meetings shall be given in the manner required by Act 267.  Meetings of the Commission shall be held at such times and places as shall be prescribed by resolution of the Commission.  Special Meetings of the Commission may be called by the Chairperson or any two (2) members thereof, by serving written notice of the time, place and purpose thereof, upon each member of the Commission personally, or by leaving it at his or her place of residence at least twenty-four (24) hours prior to the time of such meeting, or by depositing the same in a United States Post Office or mailbox within the City, at least seventy-two (72) hours prior to the time of such meeting, enclosed in a sealed envelope properly addressed to him or her at his or her home or office address, with postage fully prepaid thereon. Special meetings of the Commission at which all members are present shall be deemed to be valid even though no written notice thereof may have been given as above provided.  Any member of the Commission may waive notice of any meeting either before or after the holding thereof.  A majority of all members of the Commission shall be required for a quorum.  The Commission shall act by motion or resolution. For the passage of any motion or resolution there shall be required the affirmative vote of two (2) members thereof.  The Commission shall have the right to adopt rules governing its procedure, provided the same are not in conflict with the terms of any State statute or of these Articles.  The Commission shall keep a journal of its proceedings which shall be signed by the Chairperson and Secretary.  All votes shall be by yeas and nays.  The journal shall show how each member voted. Each member shall be required to vote upon all motions and resolutions unless he or she shall be disqualified from voting thereon.  No member of the Commission shall vote upon any motion or resolution in which he or she has any personal interest and in accordance with law.  No member of the Commission shall be financially interested in any contract with the Authority.
   ARTICLE XIII
   The Chairperson of the Commission shall be the presiding officer thereof.  In the absence or disability of the Chairperson the Vice Chairperson shall perform the duties of the Chairperson.  The Secretary shall be the recording officer of the Commission.  The Treasurer shall be custodian of the funds of the Authority and shall give to it a bond in such amount as shall be fixed by the Commission, conditioned upon the faithful performance of the duties of his or her office.  The cost of said bond shall be paid by the Authority.  The Secretary shall be the chief accounting officer of the Authority and subject to the approval of the Commission and the City Council of the City may employ such assistants as may be necessary. All moneys shall be deposited in a bank or banks to be designated by the Commission, and all checks or other forms of withdrawal therefrom shall be signed by the Treasurer and countersigned by the Secretary of the Commission.  The officers of the Commission shall have such other powers and duties as may be conferred upon them by the Commission.
   ARTICLE XIV
   The Commission shall have power to secure all necessary services to carry out the functions of the Authority and to fix the compensation therefor, except that the Commission shall only have power to hire such employees of the Authority as are approved by the City Council of the City.  The Commission shall submit to the City Council of the City an annual report of its financial transactions, which report shall be open to public inspection at all reasonable times.
   ARTICLE XV
   These Articles of Incorporation may be amended as provided by the Act, under which statute this Authority is incorporated, or any other applicable State statute: Provided, that no such amendment shall impair the obligation of any bond or other contract of the Authority.
   ARTICLE XVI
   These Articles of Incorporation, upon their adoption by the City Council of the City, shall be executed in duplicate for and on behalf of the City, by the Mayor and the City Clerk of the City.  Said duplicate executed copies shall be delivered to the County Clerk of the County of Livingston, who shall file one (1) of said executed copies in his or her office and the other with the Secretary of the Authority, when selected. The City Clerk of the City shall cause a copy of these Articles of Incorporation to be published once in the Livingston County Press, a newspaper circulating within the City.  The County Clerk shall file one (1) printed copy of these Articles of Incorporation with the Secretary of State of the State of Michigan and one (1) printed copy thereof in his or her office, attached to each of which printed copies shall be his or her certificate setting forth that the same is a true and complete copy of the original Articles of Incorporation on file in his or her office, and also the date and place of the publication thereof.  This Authority shall become effective upon filing of one printed copy of the Articles of Incorporation with the Secretary of State.
(Res. 93-25.  Passed 9-7-93.)