[HISTORY: Adopted by the Borough Council of the Borough of Columbia as indicated in article histories. Amendments noted where applicable.]
[Adopted 2-14-2011 by Ord. No. 811]
Pursuant to this article, the Borough of Columbia signifies its intention to designate a not-for-profit trust to be responsible for the operation, management, promotion, and preservation of the Columbia Historic Market House, as a public market, pursuant to the terms of a lease and management agreement to be negotiated with the not-for-profit entity and approved by the Borough Council of the Borough of Columbia (hereafter "Management Agreement").
The name of the not-for-profit trust shall be the "Columbia Historic Market House Trust."
The Columbia Historic Market House, hereinafter "Market," shall include the market building, the grounds surrounding the perimeter of the market building, and any property heretofore acquired by the Columbia Historic Market House Trust.
The Columbia Historic Market House Trust, hereinafter "Trust," shall exist for the purpose of assuming day-to-day management responsibilities for the Market; improving and maintaining operations in a manner that is consistent with traditional market and historic preservation standards; and responding to standholder, consumer, and community input on matters related to Market operations.
In fulfillment of its management role, the Trust will enter into lease agreements with standholders in accordance with master lease provisions established by the Columbia Historic Market House Trust Board of Directors.
The Borough of Columbia shall maintain ownership of the Market building, and shall maintain control of the streets surrounding Market, including parking thereon, in accordance with applicable ordinances, laws and regulations, as they may be amended from time to time. The Management Agreement between the Borough of Columbia and the Trust shall contain, among other things, the Borough of Columbia's right to establish and/or alter the days and hours of operation for Market by resolution, based on recommendations offered by the Trust.
Upon approval of the Borough Council of the Borough of Columbia, the Trust may solicit public and private funds to support capital improvements to the Market as well as any other such fund solicitation deemed beneficial to the advancement of the Market or its operation.
The power of the Trust shall be exercised through a governing body to be called the Columbia Historic Market House Trust Board of Directors, hereinafter "Board."
Initial appointments to the Board shall be in accordance with provisions established by the Articles of Incorporation of the Trust. Subsequent nominations and appointment to the Board shall follow guidelines and nomination procedures established in the organization's bylaws. Appointment to the Board shall be made based on qualifications, experience, or representation as defined in the Trust bylaws.
The Board shall be comprised of no more than seven and no fewer than five members, each of whom shall serve a term of three years; provided, however, that in making the first appointments to the Board, three members shall be appointed for terms of three years each, two members shall be appointed for terms of two years each, and two members shall be appointed for a term of one year.
Vacancies on the Board of Directors shall be filled in accordance with provisions established by the organization's bylaws.
No member of the Board shall hold elective office during his/her term of service on the Board.
After appointment as a Director (as the case may be) and in order to qualify to serve as a Director of the Trust, each individual shall execute and abide by a Code of Ethics, that shall include, at a minimum, a conflicts-of-interest policy that clearly states the procedures to be followed if a Director's personal or financial interests may be advanced by an action of the Board.
In furtherance of its legislative purpose, the Board of Directors of the Trust is herein authorized to employ professional staff who shall be accountable to the Board for the performance of his/her duties.
Promptly after the adoption of this article, and prior to the filing of the Articles of Incorporation in the Office of the Secretary of the State, the Borough of Columbia hereby signifies its intention to appoint members of said Board from among initial nominations presented by the Columbia Market Committee of Borough Council.
The substance of the Articles of Incorporation is attached hereto and made a part hereof.
Editor's Note: Said Articles of Incorporation are on file in the Borough offices.
The Solicitor of the Borough of Columbia is hereby authorized and directed to take all steps necessary in order to consummate the formation and incorporation of said Trust within 30 days following adoption of this article.