Article I
Name
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The name of the economic development corporation is THE ECONOMIC
DEVELOPMENT CORPORATION OF THE CITY OF HOLLAND.
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Articles of Incorporation
of The Economic Development Corporation of the City of Holland
A Public Corporation
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These Articles of Incorporation are for the purpose of forming
a public economic development corporation pursuant to the provisions
of Act No. 338 of the Public Acts of 1974, as amended, (the "economic
development corporations act of 1974").
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Article II
Incorporating Municipality
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The incorporation of The Economic Development Corporation of
the City of Holland is to be accomplished by the approval of the Articles
of Incorporation by Ordinance of the City of Holland, Ottawa and Allegan
Counties, Michigan.
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Article III
Purpose
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The Corporation is organized and incorporated as authorized
by and pursuant to the Economic Development Corporations Act of 1974
(Act 338, Public Acts of 1974), as amended. The purpose for which
the Corporation is created is 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
of Holland and of the State of Michigan; to provide means and methods
for the encouragement and assistance of industrial and commercial
enterprises in locating, purchasing, constructing, reconstructing,
modernizing, improving, maintaining, repairing, furnishing, equipping
and expanding in the City of Holland; to encourage the location and
expansion of commercial enterprises to more conveniently provide needed
services and facilities of the commercial enterprises to the City
and the residents thereof. To accomplish the foregoing essential public
purposes, the corporation, pursuant to Act 338, Public Acts 1974,
as amended, may do the following:
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a)
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Construct, acquire by gift or purchase, reconstruct, improve,
maintain or repair Projects (as the word "project" is defined in Act
338, Public Acts of 1974, as amended), and acquire the necessary lands
for the site therefor;
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b)
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Acquire by gift or purchase the necessary machinery, furnishings,
and equipment for a Project;
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c)
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Borrow money and issue its revenue bonds or revenue notes to
finance part or all of the cost of the acquisition, purchase, construction,
reconstruction or improvement of a project or any part thereof, the
cost of the acquisition and improvement of the necessary sites therefor,
the acquisition of machinery, furnishings and equipment therefor and
the costs necessary or incidental to the borrowing of money and issuing
of bonds or notes for such purpose;
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d)
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Enter into leases, lease purchase agreements, or installment
sales contracts with any person, firm, corporation or public authority
for the use or sale of a Project, or any part thereof;
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e)
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Mortgage the Project, or any part thereof, in favor of any lender
of money to the corporation;
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f)
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Sell and convey the Project or any part thereof for a price
and at a time as the corporation determines;
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g)
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Lend, grant, transfer or convey funds, as described in Act 338,
Public Acts of 1974, as amended, as permitted by law, but subject
to applicable restrictions affecting the use of such funds;
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h)
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Assist and participate in the designation of the land area which
will be acquired in the implementation of a Project;
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i)
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Prepare, assist and aid in the preparation of plans, services,
studies and recommendations relative to the public purposes of the
corporation;
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j)
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Aid, assist and participate in clearing, rebuilding and rehabilitating
blighted, deteriorated areas or structures;
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k)
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Encourage citizen participation and assistance in industrial
and commercial enterprises, housing and community improvements and
to disseminate information to the general public concerning the purposes
and objectives of the corporation;
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l)
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Aid, assist and participate in the acquisition, rehabilitation
or construction of industrial and commercial improvements, dwelling
units or other structures or matters incidental thereto;
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m)
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Hold, demolish, repair, alter and improve or otherwise develop,
clear and dispose of real property;
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n)
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Enter into agreements and contracts with any state agency or
department, its political subdivisions and agency or department thereof,
or any other official public body and any individual, corporation
or other organization in connection with the purpose of the corporation;
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o)
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Accept, hold, own, and acquire by bequest, devise, gift, purchase,
or lease any property, real or mixed, whether tangible or intangible,
without limitation as to kind, amount or value;
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p)
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Sell, convey, lease, rent, mortgage, 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;
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q)
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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;
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r)
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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
pursuant to Act 338, Public Acts 1974, as amended, and for the foregoing
purposes.
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Article IV
Board of Directors
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1.
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Directors:
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The Board of Directors of the Corporation shall consist of nine
persons, not more than three of whom shall be an officer or employee
of the City. The Board of Directors of the Corporation shall be appointed
by the Mayor of the City of Holland with the advice and consent of
the City Council, as amended. The Directors shall be appointed for
terms of six years, except of the Directors first appointed, four
shall be appointed for six years, one for five years, one for four
years, one for three years, one for two years and one for one year.
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2.
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Additional Directors:
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In accordance with Act 338, Public Acts of Michigan, 1974, as amended, the Mayor, with the advice and consent of the City Council, shall appoint two additional directors to the Board of Directors of the Corporation for each project proposed by the Corporation. Each of said additional Directors appointed pursuant to this paragraph 2, Article IV, shall serve as Directors of the Corporation until the project for which they are appointed is either abandoned or, if undertaken, is completed in accordance with the project plan, at which time each such director shall cease to serve.
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Article V
Officers
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The Board of Directors of the Corporation, by an affirmative vote of a majority of its members (not counting additional directors appointed pursuant to paragraph 2 of Article IV, hereof), shall elect as the officers of the Corporation, a President, a Secretary and a Treasurer, and from time to time may elect one or more Vice-Presidents and such Assistant Secretaries, Assistant Treasurers and such other officers, agents and employees as the Board of Directors may deem proper. Any two offices other than the office of President, Secretary, and Treasurer may be held by the same person.
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The officers of the Corporation shall serve for a term of one
year and thereafter until his/her successor is elected and qualified,
or until death, resignation or removal.
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Article VI
Powers and Duties
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The powers and duties of the Corporation and its officers are
to assist in alleviating and preventing conditions of unemployment;
to assist and retain local industries and commercial enterprises;
to assist industrial and commercial enterprises in locating, purchasing,
constructing, reconstructing, modernizing, improving, maintaining,
repairing, furnishing, equipping and expanding in, the City; and to
construct, acquire by gift or purchase, reconstruct, improve, maintain,
modernize, repair, furnish, equip and expand Projects (as the word
"Project" is defined in Act 338, Public Acts 1974, as amended), and
acquire the necessary lands for the site therefor; to acquire by gift
or purchase the necessary machinery, furnishings, and equipment for
a Project; to borrow money and issue revenue bonds or revenue notes
to finance all or part of the cost of a Project, including machinery,
furnishings and equipment and the necessary site or sites therefor;
to enter into, execute and carry out leases, lease purchase agreements,
installment sales contracts with any person, firm or corporation for
the use or sale of the Project; to lease, mortgage, sell and convey
the Project or any part thereof for a price and at a time as the Corporation
determines; to lend, grant, transfer, or convey funds as permitted
by law, and in general to do and have such powers not prohibited by
law and to this extent all powers provided and conferred by law upon
corporations created and incorporated pursuant to Act 338, Public
Acts of Michigan, 1974, as amended, are hereby incorporated herein
as powers of the Corporation and its officers, in addition to all
other powers conferred thereupon by law. It shall be the power and
the duty of the officers of the Corporation to implement, carry out,
and execute the above described powers and duties of the Corporation.
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Article VII
Body Corporate
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The Corporation shall be a body corporate with power to sue
and be sued in any court of this state. It shall possess all the powers
necessary to carry out the purpose of its incorporation and those
incidental thereto. The enumeration of any powers in these Articles
of Incorporation shall not be construed as a limitation upon such
general powers of the Corporation.
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Article VIII
Location
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Location of the first offices of the Economic Development Corporation
of the City of Holland is Holland City Hall, 270 River Avenue, Holland,
Michigan, 49423.
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Article IX
Registered Agent
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The name of the resident agent at the registered office is the
Holland City Clerk.
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Article X
Non-stock: Assets
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The Corporation is organized upon a non-stock basis. The amount
of assets which said Corporation possesses is:
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1)
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Real property:
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None
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2)
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Personal property;
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None
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The Corporation will be financed from donations, gifts, grants
and devices, either solicited or unsolicited, obtained from public
authorities, individuals, corporations and other organizations, by
earnings from its activities, borrowings, and issuance of bonds and
notes.
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Article XI
Incorporators
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The names and addresses of each of the incorporators are as
follows:
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Robert De Young
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140 Sunset Drive
Holland, Michigan
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Paul vander Leek
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56 West 39th Street
Holland, Michigan
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David L. Meier
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125 West 11th Street
Holland, Michigan
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Article XII
Term
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The term of existence of the Corporation is perpetual or until
dissolved in accordance with Act 338, Public Acts of Michigan, 1974,
as amended.
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Article XIII
Bylaws and Regulation of Affairs
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The Board of Directors, by an affirmative vote of a majority of its members (not counting additional directors appointed pursuant to paragraph 2 of Article IV, hereof), shall adopt bylaws for the operation of affairs of the Corporation.
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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, provided
in the by-laws this corporation is subject, however, to the provisions
of Act No. 338 of the Public Acts of 1974, as amended.
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Article XIV
Publication of Articles of Incorporation
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The name of the newspaper in which the Articles of Incorporation
shall be published is The Holland Sentinel, a newspaper of general
circulation in the City of Holland. The director elected as Secretary
of the Corporation shall also act as Recording Officer of the Corporation.
The Clerk of the City of Holland shall cause a copy of the Articles
of Incorporation to be published once in said newspaper.
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Article XV
Net Earnings
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No part of the net earnings of the Corporation, beyond that
necessary for the retirement of indebtedness or to implement the public
purposes or program of the City shall inure to the benefit of any
person, firm or corporation, other than the City (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. Upon the termination or dissolution of the Corporation,
after adequate provision has been made for all obligations of the
Corporation, surplus earnings, all property and assets of the Corporation
shall belong to and be paid only to the City of Holland, Michigan,
or its successor.
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We, the incorporators, sign our names this _______ day of __________,
197____.
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Robert De Young
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Paul vander Leek
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David L. Meier
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STATE OF MICHIGAN
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ss.
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County of Ottawa
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On this _____ day of ______________, 197 ____, before me personally
appeared Robert De Young, Paul vander Leek, and David L. Meier 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.
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Notary Public, Ottawa County, Michigan
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My commission expires
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