Loading...
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 Manager's Comments: Tx�z 7rtfGnbv'�''IA:. Gu...vd aA an" $ACTS Vo ,uwa�r'D,vAaMAA�+iF�i,� w1A,.,.dy s rr�. (1 0 City Manager Associated In£ermation: Q�,qA +��+ Budget Approval: r� Finance Director 94 Legal Approval: /AA t Cit Solicitor Introduced For ❑ PaSSage ❑ First Reading ❑ Referral Page__J,_ofl L- ca -foam 9]-155 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 9]-155 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 9]-155 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. 97-155 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. 97-155 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.