City of Holland, MI Economic Development Corporation

[Ord. No. 699]

The Articles of Incorporation for the Economic Development Corporation of the City of Holland are hereby approved and adopted in the following form:

Article I Name
The name of the economic development corporation is THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF HOLLAND.
Articles of Incorporation of The Economic Development Corporation of the City of Holland A Public Corporation
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").
Article II Incorporating Municipality
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.
Article III Purpose
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:
a)	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;
b)	Acquire by gift or purchase the necessary machinery, furnishings, and equipment for a Project;
c)	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;
d)	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;
e)	Mortgage the Project, or any part thereof, in favor of any lender of money to the corporation;
f)	Sell and convey the Project or any part thereof for a price and at a time as the corporation determines;
g)	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;
h)	Assist and participate in the designation of the land area which will be acquired in the implementation of a Project;
i)	Prepare, assist and aid in the preparation of plans, services, studies and recommendations relative to the public purposes of the corporation;
j)	Aid, assist and participate in clearing, rebuilding and rehabilitating blighted, deteriorated areas or structures;
k)	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;
l)	Aid, assist and participate in the acquisition, rehabilitation or construction of industrial and commercial improvements, dwelling units or other structures or matters incidental thereto;
m)	Hold, demolish, repair, alter and improve or otherwise develop, clear and dispose of real property;
n)	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;
o)	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;
p)	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;
q)	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;
r)	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.
Article IV Board of Directors
1.	Directors:
	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.
2.	Additional Directors:
	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.
Article V Officers
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.
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.
Article VI Powers and Duties
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.
Article VII Body Corporate
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.
Article VIII Location
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.
Article IX Registered Agent
The name of the resident agent at the registered office is the Holland City Clerk.
Article X Non-stock: Assets
The Corporation is organized upon a non-stock basis. The amount of assets which said Corporation possesses is:
1)	Real property:	None
2)	Personal property;	None
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.
Article XI Incorporators
The names and addresses of each of the incorporators are as follows:
Robert De Young		140 Sunset Drive Holland, Michigan
Paul vander Leek		56 West 39th Street Holland, Michigan
David L. Meier		125 West 11th Street Holland, Michigan
Article XII Term
The term of existence of the Corporation is perpetual or until dissolved in accordance with Act 338, Public Acts of Michigan, 1974, as amended.
Article XIII Bylaws and Regulation of Affairs
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.
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.
Article XIV Publication of Articles of Incorporation
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.
Article XV Net Earnings
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.

We, the incorporators, sign our names this _______ day of __________, 197____.
		Robert De Young
		Paul vander Leek
		David L. Meier
STATE OF MICHIGAN
	ss.
County of Ottawa
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.
		Notary Public, Ottawa County, Michigan
		My commission expires