HomeMy WebLinkAbout1997-03-12 97-155 ORDERCOUNCIL ACTION
Date: �c 12.199)
Item NO.]9 155
Item/Subject: Appointing Member to Bangor Intermodal Transportation Facility
Development Corporation
Responsible Department: Community and Economic Development
Commentary:
This Order would appoint the City's representative to the Bangor
Intermodal Transportation Facility Development Corporation which is being
established to assist in the location, development and operation of a train -
to -truck intermodal transportation facility in the Bangor area.
D artmeen ead
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Legal Approval:
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Introduced For ❑ PaSSage ❑ First Reading ❑ Referral
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Anipedto CgmcBot Beldaaci March 12. 1997
CITY OF BANGOR
(TITLE.) .... .._Appointing Mamber to Bangor Intermodal
_„___T_a portation Facility..DeveloPment Corporacion
BY Bw City Cpuuil of W City ofBaupw.
ORDERED,
THAT is hereby appointed to
represent the City of Bangor as amember of the Bangor Intermodal
Transportation Facility, Development Corporation.
IN CITY COUNCIL
March 12, 1997
Motion to Amend Passed.
9J-155
Passed as Amended
O R D E R
Amended by inserting the nae
"James M. Tyler" in the space
provided
Title, Appointing Member to Bangor
Intermodal Transportation Facility
Fha
.Development Coxpomm[...
ERK
awai
Assigned My
Councilaan.lions
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BANGOR INTERMODAL TRANSPORTATION FACILITY DEVELOP4¢NT
CORPORATION
ARTICLE L PURPOSE OG
Section 1: The name of the Corporation is BANGOR REGIONAL INTERMODAL
TRANSPORTATION FACILITY DEVELOPMENT CORPORATION, and is organized
Pursuant to the general laws Of the State of Maine Title 13 MRSA
4 901.
Section 2: The purposes Of said Corporation are to foster, develop,
encourage, and assist in the physical location, settlement, and
operation of a truck -to -train intermodal transportation facility i
the greater Bangor area; to purchase, lease, otherwise acquire, hold,
own, use, manage, operate, enjoy, improve, develop, and otherwise
trade in and with property, both real and personal, of every kind and
description, or any interest therein, land tenements and buildings,
structures, and other improvements thereon and therein and to Sell,
convey, mortgage, lease or otherwise dispose of the same; to d0 any
and all other lawful acts and things necessary pertaining,
convenient, or incidental to the foregoing purposes or any part
thereof tending to increase the value, usefulness, comfort, or
convenience of the property or any part thereof, at any time held by
the Corporation, and to have or exercise all of the rights, powers,
and privileges appertaining to corporations of a similar nature
organized and existing under the laws of the State of Maine; but not,
however, to operate at a profit or to have or exercise any right,
Power Or privilege for any purposes for which corporations are not
Permitted to be formed under the general laws of the State of Maine,
as provided in Title 13, Chapter 81 of the Revised Statutes of Maine
and Acts amendatory thereof or additional thereto; and upon .
termination, dissolution, or the winding up of the Corporation in any
manner or for any reason whatever, to distribute its remaining
assets, if any, or to one or more other organizations qualified as
tax exempt under the provisions of Section 501(c) of the Internal
Revenue Code, or such other political subdivision of the State of
Maine as its Directors may determine.
Section 3: Said Corporation shall be and is located and shall have
its principal Office at Bangor, County of Penobscot, State of Maine.
AR M=EWsHIP
Section 1: The initial membership shall consist of the three (3)
original incorporators who shall be the President of .Eastern Maine
Development Corporation, an appointed representative of the Town of
Hermon, and an appointed representative of the City of Bangor. Other
Public entity members may include one representative from each Of the
public entities within Piscataquis, Penobscot, Hancock, Washington,
Waldo and Knox Counties. Private sector members may be duly
appointed representatives of the transportation industry, forest
Products industry, and manufacturing industry. Any municipal
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appointees shall be appointed by official act of the governing bodies
of the municipalities. The original incorporators shall elect the
initial membership. Thereafter, new members shall be elected by the
members. At no time shall less than fifty percent of the members be
from public entities.
Section 2: Membership shall not be restricted by reason of age, s
race, creed, color, or national origin. There shall be no more than
25 members.
Section 3: Membership insaid Corporation a either an original
incorporator or as a new member shall continue until termination by
reason of any one of the following:
a. written resignation.
b. Death.
C. For members representing public entities,
removal or dismissal from office as a member
of such elective or appointive board or
administrative position.
d. For members representing private entities.
replacement for any reason by the private
sector entity sponsoring the member.
ARTICLE III, BOARD OF DIRECTORS
Section 1: The Board of Directors shall be composed of seven (7)
elected members. One Director shall be the President of Eastern
Maine Development Corporation. Three (3) Directors shall be members
representing the public entitles and three (3) Directors shall be
members representing the private entities. The Directors
representing the public entities shall include a representative of
the City of Bangor and a representative of the community where the
intermodal facility is located.
Section 2: Directors shall be elected by members at the first
organizational meeting. Initially, one (1) Director representing the
municipalities and one (1) Director representing the private entities
shall be elected to a one (1) year term, one (1) Director
representing the municipalities and one (1) Director representing the
private entities shall be elected to a two (2) year term, and one (1)
Director representing the public entities and one (1) Director
representing the private entities shall be elected to a three (3)
year term. Thereafter, Directors shall be elected to three (3) year
terms.
Section 3: Within ten (10) days after the organizational meeting or
annual meeting, the Directors shall meet and elect officers for the
ensuing year, consisting of President, Vice President, and Treasurer,
all of whom must be members of the Board of Directors of the
Corporation, and a Clerk.
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Section 4: Vacancies created on the Board of Directors may be filled
by appointment by the Board for the unexpired term, in accordance
with the provisions of these Bylaws.
Section 5: The Board of Directors shall have supervision, control
and direction of the affairs of the Corporation, shall have full
Power and authority to promote the objectives of the Corporation,
shall determine its policies, or changes thereto, within the limits
of the Bylaws, shall actively conduct the Corporation's purposes, and
shall have discretion in the disbursement of its funds. It may adopt
such rules and regulations for the conduct of its business as may be
deemed advisable, and may in the execution of the powers granted,
appoint such agents as it may consider necessary.
Section 6: A majority of the entire Board of Directors shall
constitute a quorum at any meeting of the Board and shall be
sufficient to conduct business.
Section 7: Directors and officers of the Corporation shall serve
without compensation unless otherwise determined by a vote of the
members.
Section 8: The Corporation shall use July tat through June 30th as
its fiscal year.
ANTI N' PP
Section 1: The elective officers shall be a President, Vice
President, Secretary, Treasurer, each of whom shall be a Director of
.the Corporation.
Section 2: The elective officers shall be elected annually by the
Board of Directors. Election shall be by ballot, and a majority of
the votes cast shall elect. Each elective 'officer shall take office
July 1 following election and shall serve for a term of one (1) year,
beginning July 1 and ending June 30 of the following year.
Section 3: A vacancy in the office of the President shall be filled
automatically by the Vice President. Vacancies in other offices
shall be filled as soon as practical by a majority vote of the Board
of Directors.
Section 4: The President shall be the principal elective officer of
the Corporation, shall attend meetings of the Corporation and of the
Board of Directors, and shall be a member ex -officio, with the right
to vote, on all committees. He or she also, at the annual meeting,
and at such other times as he or she may deem appropriate, shall
communicate to the Corporation or to the Board of Directors such
information or such proposals as would, in his or her opinion, tend
to promote the welfare and usefulness of the Corporation. Further,
he or she shall perform such other duties as are incidental to the
office of the President.
97-155
Section B The Vice President shall exercise all such powers and
authority as necessary to promote the objectives and purposes of the
Corporation. In the event of the President's temporary disability or
absence, the Vice President shall perform the duties of President.
SecniOn 6: The Secretary shall give notice of and attend all
meetings of the Corporation and shall maintain a record of all
Proceedings, including minutes and attendance at the annual meeting
and the meetings of the Board of Directors. The Secretary shall
maintain the Corporation's correspondence files and provide
safekeeping for all pertinent documents and records belonging to the
Corporation. The Secretary shall perform such other duties as are
commensurate with the office of the Clerk or as may be assigned to
him or her by the President or Board of Directors.
Section 7: The Treasurer shall maintain a record of all some
received and expended for the use of the Corporation and shall make
disbursements authorized by the Corporation, or by the Board Of
Directors. Once approved by the Board of Directors, the annual
operating budget shall Constitute authorization to the Treasurer to
disperse funds in accordance with that budget. He or she shall
deposit all sums received in a financial institution approved by the
Board of Directors. The Treasurer shall make a report at the annual
meeting, at each Board of Directors meeting, and when otherwise
called upon to do so by the President. The funds, books, and
vouchers in the hands of the Treasurer shall at all times be subject
to inspection and verification by the Board of Directors and shall be
audited or reviewed, when requested by the Board of Directors, by an
independent public accountant. That audit or review shall be
available at all times to the membership.
ARTICLE V' C@AIITTEES
Section 1: The Board of Directors shall create any and all standing
committees as may be required to foster the purposes of the
Corporation. Membership on any such committees shall be appointed by
the President of the Corporation, subject to confirmation by the
Board of Directors.
ARTICLE VI: MBETINC
Section 1: The annual meeting of the Corporation shall be held at a
date set by the President but no later than September 30th of each
year.
Section 2: Meetings of the members of the Corporation may be held at
such other times as the President may determine, or upon the written
request of not less than one-third of the members, provided that,
when called otherwise than by the President, the notice shall state
the purpose of the meeting and shall be issued at least seven (7)
days preceding the meeting.
Section 3: At any meeting of the members of the Corporation, there
must be two-thirds or more members present and voting to constitute a
quorum for the transaction of business.
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Section 4: The Board of Directors may meet with such frequency as
may be required to carry out the functions of the Corporation,
provided, however, that notice of such meetings is provided to all
members of the Corporation at least seven (7) days prior to any such
meeting. For the purposes of this Section, notice shall be -
considered to be provided upon mailing of said notice.
ARTICLE VII- FDNDS
Section 1: The Board of Directors shall maintain adequate records on
the receipt and disbursement of funds due or entrusted to the
Corporation and may contract with any qualified entity for the
provision of such services.
Section 2: In furtherance of the purposes of the Corporation, the
Board of Directors shall have the power to purchase, hold, sell or
lease real estate, construct buildings and mortgage the same, incur
debts, borrow money arta enter into contracts of every kind and
nature, and to perform such other acts and duties 85 may be legal and
necessary in the furtherance of the purposes of this Corporation, and
said Board shall designate such official or officials to execute any
and all instruments necessary or proper for the performance of said
powers.
ARTICLE V AMENO4II.N1'
Section 1: These Bylaws may be amended by a two-thirds vote of the
total members at any regular meeting of the Corporation, or any
special meeting thereof called for that purpose, provided that the
proposed amendments, alterations or repeals shall be plainly stated
1n the call for the meeting at which they are to be considered.
Section 2: These Bylaws shall take effect at the time of their
adoption.
ARTICLE _ [A
Section 1: Nothing herein shall prevent the Directors from adopting
rules and regulations relative to the transaction of their business,
Provided that such rules and regulations shall not conflict with the
Bylaws of the Corporation.
ARTICLE X: CORPORATE SEAL AND MONOGBAII
Section 1: The seal of the Corporation shall be a circular disc upon
which shall be inscribed the words "Bangor Regional Intermodal
Transportation Corporation, 1997, Maine."
Section 2: For common and popular usage, the Corporation may use the
shortened name as described on the seal of the Corporation, or it may
use the acronym "BRITCo", as a monogram.