[1]
Editor's Note: The Certificate of Incorporation can be found
on file in the office of the Township Clerk. It is designated as Schedule
A to Ordinance No. 97-31.
[Ord. No. 97-31]
The Township of Lakewood, pursuant to the powers designated
in N.J.S.A. 52:27H-67, hereby establishes the Lakewood Development
Corporation. The purposes for which this corporation is formed are
(i) to promote, encourage and assist in the industrial, commercial
and economic development of the Lakewood Township Urban Enterprise
Zone; (ii) to publicize through all manner of information media, the
advantages and benefits of plant and business location within the
Lakewood Township Urban Enterprise Zone; (iii) to foster and promote
the zone development plan for the Lakewood Township Urban Enterprise
Zone; (iv) to engage in buying, selling, leasing, and improving lands
and tenements in the Township of Lakewood; (v) to enter into contracts,
agreements and studies with the Township of Lakewood, Ocean County,
the State of New Jersey, or the Federal Government or its departments
and agencies to further the purposes of this Corporation; (vi) to
enter into contracts with the Township of Lakewood for the acquisition
of improved or unimproved lands in the Township Urban Enterprise Zone;
(vii) to maintain offices, bank accounts, issue checks and drafts,
and employ all necessary professional administrative personnel to
carry out and effectuate the purposes of this Corporation; (viii)
to own, purchase or lease motor vehicles, office equipment and all
other personal property necessary to carry out the purposes of this
Corporation; and (ix) to accept by way of grant, gift, device or otherwise,
any money of other real or personal property from any person, firm,
foundation, corporation or governmental agency to help further the
purposes of this Corporation.
[Ord. No. 97-31]
To effectuate its purposes, the Lakewood Development Corporation
shall have the power to (i) sue and be sued, complain and defend and
participate as a party or otherwise in any judicial, administrative,
arbitrative, or other proceeding, in its corporate name; (ii) have
a corporate seal which may be altered at pleasure and to use the seal
by causing it, or a facsimile to be impressed or affixed or in any
other manner reproduced; (iii) take and hold by lease, gift, purchase,
grant, devise or bequest any property, real or personal, necessary
or desirable for attaining the objects and carrying into effect the
purposes of the Corporation and to purchase, lease or otherwise acquire,
own, hold, improve, use and otherwise deal in and with, real or personal
property, or any interest therein, wherever situated subject, however,
to any alteration of modification made by general law as to the amount
of real and personal property to be held by the Corporation; (iv)
sell, convey, mortgage, create a security interest in, lease, exchange,
transfer, and otherwise dispose of its property and assets; (v) purchase,
subscribe for, or otherwise acquire, own, hold, vote, use, employ,
sell, exchange, mortgage, lend, create a security interest in, or
otherwise dispose of, and otherwise use and deal in and with, shares
or other interests in, or obligations of, other domestic or foreign
corporate entities, associations, partnerships, or individuals, or
direct or indirect obligations of any domestic or foreign government
or instrumentality thereof; (vi) make contracts and guarantees and
incur liabilities, borrow money, issue its bonds, and secure any of
its obligations by mortgage of or creation of a security interest
in its property, franchise and income; (vii) lend money, invest and
reinvest its fund, and take and hold real and personal property as
security for the payment of funds so loaned or invested; (viii) conduct
its activities, carry on its operations, and have offices and exercise
the powers set forth herein; (ix) elect or appoint officers, employees
and agents of the Corporation, and define their duties and fix their
compensation, provided that the hiring, termination and/or discipline
of employees shall be within the authority and discretion of the Executive
Director; (x) make and alter bylaws for the administration and regulation
of the affairs of the corporation; (xi) pay pensions and establish
pension and deferred compensation plans, and plans of similar nature
for and to furnish medical services, life, sickness, accident, disability
or unemployment insurance and benefits; (xii) participate with others
in any corporate entity, partnership, limited partnership, joint venture
or other association of any kind or in any transaction, undertaking
or arrangement which the participating corporation would have power
to conduct by itself, whether or not that participation involves sharing
or delegation of control with or to others.
[Ord. No. 97-31; Ord. No. 2011-12 § 1]
The Board of Trustees of the Lakewood Development Corporation
shall consist of seven regular members. Pursuant to N.J.S.A. 52:27H-67,
the Board of Trustees shall include representatives of the Township
Committee, members of the business community thereof, and members
of Lakewood Township community organizations, and the total membership
shall be broadly representative of the businesses and communities
within Lakewood Township. Lakewood residency or ownership of a business
within Lakewood Township shall be required for service on the Board
of Trustees. Two Township Committee Members designated by the Township
Committee at the annual reorganization meeting shall serve on the
Board of Trustees. The Municipal Manager, or an employee of Lakewood
Township designated by the Municipal Manager, shall serve as an alternate
member and he shall serve coterminous with his respective appointment
as Municipal Manager. Whenever the Township Committee consists of
members from more than one political party, a Committee Member from
each political party shall be designated to serve on the Board of
Trustees.
Each public member shall be appointed for a term of two years,
except for initial appointments which shall follow the effective date
of this section. Initial appointments shall be made so as to provide
for staggered expiration dates. The two Township Committee Members
serving on the Board of Trustees shall serve one year terms and shall
serve by virtue of their office. Each Trustee shall serve for term
consistent with his or her appointment or until his/her successor
has been appointed.
Appointments of the members shall be made by a majority vote
of the Committee at the annual reorganization meeting of the Township
Committee or at such other meeting as determined by the Township Committee.
Any vacancy of a public member may be filled by a majority vote of
the Township Committee at any regularly scheduled meeting of the Township
Committee. The new member or members shall serve until the scheduled
expiration of the term of the member being replaced. The Board of
Trustees shall amend its bylaws to be consistent with this section.
[Ord. No. 97-31]
The Officers of the Corporation shall consist of a Chairman,
Vice-Chairman, and a Secretary/Treasurer.
a.
Chairman. The Chairman shall be a member of the Board of Trustees,
who shall be elected for a one year term at the annual meeting of
the Board of Trustees. The Chairman shall preside at all meetings
of the Board of Trustees. Except as otherwise authorized by resolution
of the Board of Trustees, the Chairman shall sign all contracts, documents
or other instruments on behalf of the Corporation. At each meeting,
the Chairman shall submit such recommendations and information as
he may consider proper considering the business affairs and policies
of the Corporation.
b.
Vice-Chairman. The Vice-Chairman shall be a member of the Board of
Trustees, who shall be elected for a one year term at the annual meeting
of the Board of Trustees. The Vice-Chairman shall perform the duties
of the Chairman in the absence or incapacity of the Chairman; and
in the case of the resignation or death of the Chairman, the Vice-Chairman
shall perform such duties as are imposed upon the Chairman until such
time as a new Chairman becomes available to the Corporation.
c.
Secretary/Treasurer. The Secretary/Treasurer shall be either a member
of the Board of Trustees or the Executive Director, who shall be elected
for a one year term at the annual meeting of the Board of Trustees.
In his capacity as Secretary/Treasurer, he shall keep the records
of the Corporation, shall act as Secretary of the meetings of the
Corporation, and shall record all votes and keep a record of the proceedings
of the Trustees in a minute book or journal to be kept for such purpose
and shall perform all duties incident to the office of Secretary/Treasurer.
The Secretary/Treasurer shall keep the seal in safe custody and shall
have the power to affix such seal to all contracts or instruments
authorized to be executed by the Board of Trustees.
The Secretary/Treasurer shall have the care and custody of all
funds of the Corporation and shall deposit the same in the name of
the Corporation in such bank or banks as the Trustees may select.
Any two of the Secretary/Treasurer, Chairman and Vice-Chairman shall
sign all orders and checks for the payment of money and shall pay
out and disburse such money under the direction of the Trustees. The
Secretary/Treasurer shall keep regular books of account showing receipts
and expenditures and shall render to the Board of Trustees of the
Corporation, at each regular meeting (or more frequently when requested),
an account of the transactions of the Corporation and of the financial
condition of the Corporation. All persons with the authority to sign
orders and checks pursuant to the Bylaws of the Corporation, including
the Secretary/Treasurer, shall provide a bond for the faithful performance
of his duties with the cost of such bond being paid for by the Corporation.
[Ord. No. 97-31]
The Executive Officer of the Corporation shall have the title
"Executive Director." The Executive Director shall be appointed by
the Board of Trustees subject to the approval of the Township Committee
for a term not to exceed two years and shall be paid a salary to be
determined by the Trustees and approved by the Township Committee.
The Executive Director shall have general supervision over the business
and affairs of the Corporation, subject to the direction of the Board
of Trustees. The Executive Director shall be primarily responsible
for all daily operations of the Corporation and for the communication
and execution of all decisions reached by the Board of Trustees. No
member of the Board of Trustees may serve concurrently as the Executive
Director, but the Executive Director may, if elected by the Board
of Trustees, serve as the Corporation's Secretary/Treasurer.
The Executive Director shall select and employ such administrative
and clerical personnel as are needed to carry out the daily operations
and activities of the Corporation with the consent of the Board of
Trustees.
The Executive Director shall be a graduate of an accredited
college and he shall have acceptable skills through work experience
and business administration, marketing, accounting, finance, economics,
or planning. The Executive Director shall have a knowledge of governmental
procedures and shall have, through training or education, marketing
skills and the ability to learn the New Jersey Urban Enterprise Zone
Law sufficiently and at a level to effectively carry out the duties
of the position. He shall have the ability to learn and understand
operating procedures and practices, the ability to understand and
complete all forms and filing required by the New Jersey Urban Enterprise
Zone Authority, and the ability to learn the abstract technical material
and present it in an understandable fashion to the Board of Trustees.
The Board of Trustees may, in its discretion, develop a further
job description for the Executive Director, in consultation with same,
and include in that job description a definition of tasks to be performed,
which job description shall be approved by a resolution of the Township
Committee of the Township of Lakewood.
[Ord. No. 97-31]
The Board of Trustees may designate a person who is not a member
of the Board and who is not the Secretary/Treasurer to act as Recording
Secretary to the Board. The Recording Secretary shall be supervised
by and serve at the pleasure of the Executive Director.
[Ord. No. 97-31]
The annual meeting of the Board of Trustees shall take place
at 8:00 p.m. on the second Tuesday in July in Conference Room C of
the Lakewood Township Administration Building, 231 Main Street, Lakewood,
New Jersey. The Board of Trustees may be a majority vote change the
time, place or date of the annual meeting at least 30 days prior to
the second Tuesday in July. If the Board of Trustees chooses to alter
the time, place or date of the annual meeting, written notice will
be given to all members of the Board of Trustees at least seven days
prior to the revised annual meeting, and the Secretary of the Corporation
shall provide notice of the revised meeting to the Township Clerk
and to the official newspapers in accordance with the Open Public
Meetings Act.
[Ord. No. 97-31]
Regular meetings of the Corporation shall be held monthly at
such time, place and date as may be determined by resolution of the
Board of Trustees.
[Ord. No. 97-31]
Special meetings of the Board of Trustees may be called at any
time by the Chairman, or by at least four members of the Board of
Trustees, or by the Executive Director.
[Ord. No. 97-31]
If the Board of Trustees adopts a schedule of regular meetings
at the annual meeting, or at any subsequent monthly meeting of the
Corporation, the Secretary shall provide to each Trustee a written
list of the monthly meetings immediately after the schedule has been
approved by the Trustees. In the event that a schedule of monthly
meetings if not approved by the Board of Trustees, the Secretary shall
provide each Trustee with written notice of each regular meeting at
least seven days prior to the date on which such regular meeting is
scheduled. Notice of any special meetings may be given verbally to
each Trustee at least 48 hours in advance of any such special meeting,
together with an agenda of the business to be discussed at such special
meeting.
All annual, regular and special meetings shall be held in accordance
with the Open Public Meetings Act, N.J.S.A. 10:4-6 et seq.
[Ord. No. 97-31]
No business of the Corporation shall be transacted, undertaken
or voted upon unless a quorum of the Trustees is present at such meeting.
A quorum shall consist of seven Trustees. Alternate Trustees shall
be counted in order to determine whether a quorum is present. When
a quorum is present, the acts of the majority of the members present
at a meeting shall be sufficient to conduct and approve all ordinary
business of the Corporation. However, modification of the zone boundaries,
proposals for projects to receive money from the Zone Assistance Fund,
the hiring of the Executive Director and the hiring of professional,
technical and consultant personnel shall require the affirmative vote
of the Township Committee. Amendments to the Bylaws of the Corporation
shall require the affirmative vote of 2/3 of the entire Board of Trustees
and the approval of the Township Committee. If a quorum is not present
at any meeting, the majority of the members present may adjourn the
meeting to such date, time and place with the Township of Lakewood
as they may determine. Notice of the date, time and place of such
adjourned meeting shall be given to all absent members, together with
notice of the fact that the meeting had to be adjourned because of
a lack of quorum.
If any member of the Board of Trustees is absent from three
consecutive regularly scheduled Corporation meetings without valid
justification, said Trustee may be removed by resolution of the Township
Committee.
[Ord. No. 97-31]
a.
Conceptual Approval. Prior to preparing a formal project proposal
for submission to the New Jersey Urban Enterprise Zone Authority,
the Executive Director shall obtain conceptual approval from the Township
Committee. A presentation shall be provided to the Township Committee
describing the nature and scope of the proposed project, as well as
the anticipated costs and benefits.
b.
Formal Project Review and Approval. Upon receipt of conceptual approval
from the Township Committee, the Executive Director shall draft a
detailed project proposal and disseminate copies thereof to the members
of the Board of Trustees and the Township Committee. The Executive
Director shall attend the next meeting of each body in order to address
any questions or concerns relating to the proposed project, and shall
cause corporate counsel to prepare a draft project proposal resolution
for consideration and action by each body.
c.
Submission to New Jersey Urban Enterprise Zone Authority. Upon receipt
of formal approval from the Board of Trustees and the Township Committee,
the Executive Director shall submit the project proposal, together
with certified resolutions of approval and such related documentation
as may be required to the New Jersey Urban Enterprise Zone Authority
for review and approval.
d.
Exemptions for Project Loans Not Exceeding $250,000. The approval
process set forth above shall not apply to project loans for amounts
not exceeding $250,000.00, provided, however, that:
1.
The Executive Director shall present the Township Committee with
a list of proposed loans together with the name of borrower, amount,
purpose, loan terms, number of jobs anticipated, and location of business
with respect to each proposed loan at least seven days prior to the
next scheduled meeting of the Township Committee; and
2.
Project loan approval shall be authorized by resolution of the Board
of Trustees and the Township Committee.
e.
Other Projects. With regard to projects other than those described
above, the Executive Director shall present the Township Committee
with a list of all proposed projects, together with such information
as may be required for the Township Committee to understand the duration,
nature, cost, anticipated benefits, risks, interested parties and
other relevant details at least seven days prior to the next scheduled
meeting of the Township Committee. No formal action shall be taken
with respect to any such project until same is authorized by resolution
of the Board of Trustees and the Township Committee.
[Ord. No. 97-31]
The Chairman of the Board of Trustees may, from time to time,
establish such committees and subcommittees and confer upon them such
powers as he deems appropriate for the conduct of the Corporation's
business. The Chairman may, in his discretion, include persons on
such committees who are not members of the Board of Trustees to provide
information and ideas, but such non-Trustee members shall not have
the authority to vote or act on behalf of the Board.
The Standing Committees of the Board of Trustees shall be a
Finance Committee, an Economic Development Committee and a Labor Committee.
Standing Committees are recognized annually. Appointments of Trustees
to the Standing Committees shall be the responsibility of the Chairman
and shall take place at the reorganization meeting of the Board of
Trustees.
a.
Finance Committee. The Finance Committee shall consist of five members,
at least three of which shall also be members of the Board of Trustees.
The Chairman of the Board of Trustees shall appoint the membership
of the Committee, including a Chairman and Vice-Chairman.
The Finance Committee shall review all loan applications made
to the Finance Programs. The Finance Committee may reject by resolution
any loan application which the Committee deems incomplete or unsatisfactory,
or which does not meet the guidelines of the loan program. Loan applications
which the Finance Committee regards favorably or which the Loan Committee
is undecided on, shall be recommended to the Board of Trustees for
approval or rejection of the Board. The Finance Committee shall also
have the authority to recommend new and/or modified eligibility criteria,
guidelines and/or procedures for the revolving loan programs and such
other responsibilities as are deemed necessary and appropriate by
the Board of Trustees.
Meetings of the Finance Committee may be called by the Executive
Director, Committee Chairman, or in his absence, the Committee Vice-Chairman.
A majority of the Finance Committee members shall constitute
a quorum for the purpose of acting on any loan application. All actions
of the Finance Committee shall be decided by a majority vote of those
committee members present at the meeting. Appropriate records of all
such actions shall be maintained.
b.
Economic Development Committee. The Economic Development Committee
shall consist of five members, at least three of which shall also
be members of the Board of Trustees, and shall include representation
from the municipal government. The Chairman of the Board of Trustees
shall appoint the membership of the Committee, including a Chairman
and Vice-Chairman.
The Economic Development Committee shall serve in an advisory
capacity with relation to monitoring, administration, and implementation
of the Urban Enterprise Zone Program. This will include recommendations
with regard to use of funding and program development. The Committee
will be bound by the guidelines of the New Jersey Urban Enterprise
Zone Authority. All recommendations of the Committee shall be presented
to the Governing Body of the Township of Lakewood and the Board of
Trustees for approval or rejection.
Meetings may be called by the Executive Director, Committee
Chairman, or in his absence, the Committee Vice-Chairman.
A majority of the Economic Development Committee shall constitute
a quorum for the transaction of business at any meeting of the Committee.
Appropriate records of all such actions shall be maintained.
c.
Labor Committee. The Labor Committee shall consist of five members,
at least three of which shall also be members of the Board of Trustees,
and shall include representation from the municipal government. The
Chairman of the Board of Trustees shall appoint the membership of
the Committee, including a Chairman and Vice-Chairman.
The Labor Committee shall serve in an advisory capacity with
relation to monitoring, administration, and implementation of Employment
and Training Programs, such as the Joblinks Program. This will include
recommendations with regard to use of funding and program employment
development. This Committee shall facilitate more effective training
and employment services. All recommendations of the Committee shall
be presented to the Board of Trustees for approval or rejection of
the Board.
Meetings may be called by the Executive Director, Committee
Chairman, or in his absence, the Vice-Chairman.
A majority of the Labor Committee shall constitute a quorum
for the transaction of business at any meeting of the Committee. Appropriate
records of all such actions shall be maintained.
[Ord. No. 97-31]
The Bylaws of the Lakewood Development Corporation may be amended
by a 2/3 vote of the full membership of the Board of Trustees at any
regularly scheduled monthly meeting of the Board, provided a copy
of the proposed amendments shall have been sent to each member of
the Board and Township Committee at least seven days prior to the
meeting date on which the proposed amendments are to be voted upon,
and provided further that such amendment is approved by resolution
of the Township Committee.
[Ord. No. 97-31]
The Executive Director is authorized and directed to prepare
and submit to the Municipal Manager budget requests affecting the
Corporation. The Municipal Manager shall forward copies of such requests
to the Township Committee. Additionally, the Executive Director shall
prepare long and short term recommendations as to the needs and goals
of the Corporation. These recommendations will normally be prepared
in connection with the annual and capital budgets, but may be submitted
as separate memoranda. The Executive Director shall also provide such
documentation as shall be required by the Department of Finance with
respect to project funding in order to prepare the necessary Chapter
159 resolutions. All expenditures shall be made through the Department
of Purchasing and the Department of Finance of the Township of Lakewood
in conformity with existing Township policy, forms and procedure.
All proceeds realized by the Corporation from the sale of real
property acquired with Township of Lakewood funds or obligations shall
be delivered to the Township of Lakewood without delay.
[Ord. No. 97-31]
The fiscal year of the Corporation shall begin on the first
day of July, each year, except that the first fiscal year of the Corporation
shall begin on the date of Incorporation.
[Ord. No. 97-31]
At the close of each fiscal year, the books and records of the
Corporation shall be audited by a certified public accountant who
shall be hired by the Board for such a purpose. A copy of such annual
audit shall be presented to the Board of Trustees at a regular monthly
meeting and a copy of said audit shall also be submitted to the Township
Clerk. A copy of the audit shall also be filed with all governmental
agencies which may require such filing.
[Ord. No. 97-31]
The Corporation shall, to the fullest extent now or hereafter
permitted by law, indemnify any person made, or threatened to be made,
a party to any action, suit, or proceeding by reason of the fact that
he (or a person who is a legal or personal representative of heir
or legatee) is or was a Director, Trustee, or Officer of the Corporation,
against liability, judgments, charges, fines, amounts paid in settlement
and other reasonable expenses, including attorney's fees.
