These Articles of Incorporation are signed and acknowledged by the incorporators for the purpose of forming a non-profit corporation under the provisions of the General Corporation Statute, Public Act 327 of 1931, being M.C.L. §§ 450.98 et seq., and the Economic Development Corporations Act, Public Act 338 of 1974, being M.C.L.§§ 125.1601 et seq., as follows.
(A) Article I. The name of the corporation is “The Economic Development Corporation of the City of Saginaw”.
(B) Article II. The corporation is organized pursuant to the Economic Development Corporations Act, Public Act 338 of 1974, being M.C.L. §§ 125.1601 et seq. Its purposes will be to alleviate and prevent conditions of unemployment, to assist and retain local industries and commercial enterprises, to strengthen and revitalize the economy of the city, to provide means and methods for the encouragement and assistance of industrial and commercial enterprises in locating and expanding in the city, to encourage the location and expansion of commercial enterprises in the city, to more conveniently provide needed services and facilities of the commercial enterprises to the city and its residents, and to accomplish the foregoing to do the following:
(1) To take, accept, hold, and acquire by bequest, devise, gift, purchase, loan, or lease any property, real, personal, or mixed, whether tangible or intangible, without limitation as to kind, amount, or value;
(2) To sell, convey, lease, rent, 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;
(3) To borrow money and to issue, sell, or pledge its obligations and evidences of indebtedness and to mortgage its property to secure the payment thereof;
(4) To aid, assist, and participate in clearing, rebuilding, and rehabilitating blighted, deteriorated areas, or structures;
(5) To encourage, assist, and participate in the preparation of plans, services, studies, and recommendations;
(6) To guarantee undertakings, contracts, or performances of others;
(7) To encourage citizen participation in housing and community improvements and improvement programs and to disseminate information to the general public concerning the objectives and purposes of the corporation;
(8) To hold, improve by construction or otherwise, develop, clear, prepare, and dispose of real property;
(9) To aid, assist, and participate in the acquisition, rehabilitation or construction of improvements upon real estate, dwelling units, or other structures or matters incident thereto;
(10) To enter into contracts with public authorities, individuals, corporations, and other organizations in connection therewith;
(11) To 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; and
(12) In general, and subject to such limitations and conditions as are or may be prescribed by law, to exercise such other powers which now are or hereafter may be conferred by law upon a corporation organized under the above statutes and for the above purposes.
(C) Article III.
(1) Location of the first registered office is:
(2) The post office address of the first registered office is:
(D) Article IV. The name of the first resident agent is:
(E) Article V.
(1) Said corporation is organized upon a non-stock basis. The amount of assets which said corporation possesses is:
(a) Real property: none; and
(b) Personal property: none.
(2) The corporation will be financed from donations, gifts, grants, and devises, either solicited or unsolicited, obtained from public authorities, individuals, corporations, and other organizations, by earnings from its activities, borrowings, and issuance of revenue bonds.
(F) Article VI. The names and places of business of each of the incorporators are as follows:
(G) Article VII. The first Board of Directors shall be appointed by the Mayor of the city, with the advice and consent of the City Council.
(H) Article VIII. The term of the corporate existence is perpetual.
(I) Article IX. 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 the Economic Development Corporations Act, Public Act 338 of 1974, being M.C.L. §§ 125.1601 et seq.
(J) Article X.
(1) No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, officer, or director of the corporation, or any private individual (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.
(2) Upon the dissolution of the corporation or the winding up of its affairs, all property and assets of the corporation shall be distributed exclusively to the city or its successor.
(3) We, the incorporators, sign our names this ______ day of June, 1975.
STATE OF MICHIGAN
COUNTY OF SAGINAW ss.
On this ______ day of June, 1975, before me personally appeared to me known to be the persons described in and who executed the foregoing instrument, and acknowledged that they executed the same as their free act and deed.
Notary Public, Saginaw County, MI
_____________________________
My Commission Expires:
(K) Article XI.
(1) Officers. The officers of the corporation shall be elected or appointed by the Board of Directors and shall consist of a President, Secretary, Treasurer, and, if desired, a Chairperson of the Board, one or more Vice Presidents, and such other officers as may from time to time be determined by the Board of Directors. Two or more offices may be held by the same person but an officer shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or the articles or bylaws to be executed, acknowledged, or verified by two or more officers.
(2) Election and term of office. The officers of the corporation shall be elected or appointed annually by the Board of Directors. If the election or appointment of officers shall not be held or made at such meeting, such election or appointment shall be held or made as soon thereafter as is convenient. Each officer so elected or appointed shall hold office for the term of which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal.
(3) Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
(4) Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled at any meeting of the Board of Directors for the unexpired portion of the term of such office.
(5) President. The President shall be the chief executive officer of the corporation, but he or she may from time to time delegate all or any part of his or her duties to the Executive Vice President, if one is elected or appointed, or to any Vice President; he or she shall preside at all meetings of the Directors unless a Chairperson of the Board shall have been elected or appointed; he or she shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board are carried into effect. He or she shall execute by manual or facsimile signature all bonds, mortgages, conveyances, and other instruments entered into pursuant to the powers of the corporation as set forth in the Articles of Incorporation with the authority of the Board of Directors. He or she shall be ex officio a member of all standing committees, and shall have the general powers and duties of supervision and management of the corporation.
(6) Chairperson of the Board. The Chairperson of the Board, if one is elected, shall preside at all meetings of the Board of Directors, and shall have and exercise such other authority as specifically granted to him or her from time to time by a resolution of the Board of Directors.
(7) Vice Presidents. The Vice President shall perform such duties as are delegated to him or her by the President, and he or she and the other Vice Presidents in order of their seniority shall, in the absence or in the event of the disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
(8) Secretary. The Secretary shall attend all meetings of the Board and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors under whose supervision he or she shall be. He or she shall keep in safe custody the seal of the corporation, and when authorized by the Board affix the same to any instrument requiring it, and when so affixed it shall be attested by his or her manual or facsimile signature or by the manual or facsimile signature of the Treasurer. He or she shall be sworn to the faithful discharge of his or her duties. The Assistant Secretary, if one is elected, shall perform the duties and exercise the power of the Secretary in his or her absence or in the event of his or her disability.
(9) Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Director, at the regular meetings of the Board, or whenever they may require, an account of all his or her transactions as Treasurer and of the financial condition of the corporation. He or she shall give the corporation a bond if required by the Board of Directors in a sum, and with one or more sureties satisfactory to the Board, for the faithful performance of the duties of his or her office, and for the restoration to the corporation, in case of his or her death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in his or her possession or under his or her control belonging to the corporation. The Assistant Treasurer, if one is elected, shall perform the duties and exercise the power of the Treasurer in his or her absence or in the event of his or her disability.
(10) Delegation of duties of officers. In the absence of any officer of the corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, from time to time and for such time as it may deem appropriate, the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the Board then in office concurs therein.
(11) Salaries. The officers of the corporation shall serve without salary; provided, that nothing herein contained shall be construed to preclude any officer from serving the corporation in any other capacity and receiving compensation therefor.
(Prior Code, § 12.61) (Ord. D-1163, passed 7-2-1975, effective 8-7-1975; Ord. D-1289, passed 1-22-1979, effective 2-1-1979)