|Legal Opinion: |
Text of Document: June 20, 1996
Please find enclosed the draft bylaws I have come up with for your IDC. I believe these should do the trick. I used the NIMLO sample and then added the state law provisions I thought were important, though I did only incorporate some of those I thought not so useful by reference. Call if I can be of any further assistance on this or any other project.
THE INDUSTRIAL DEVELOPMENT CORPORATION OF THE
CITY OF _______, TENNESSEE
ARTICLE I - PURPOSE
The purpose of the Industrial Corporation of the City of ______, Tennessee, a public benefits corporation chartered under the laws of the State of Tennessee are as follows: To promote agricultural, business, economic, employment, housing, industrial and recreational opportunities of the City of ______, Tennessee. To further such ends the aforementioned corporation shall be empowered to finance, acquire, own, lease and/or dispose of such properties within the City of ______, Tennessee or within two (2) miles of its corporate limits or to accumulate and lend money for said purposes as may be necessary to achieve said goals.
ARTICLE II - OFFICES
The principal office of the corporation shall be at _____________________ Street, ________, Tennessee 3_____, _____ County, State of Tennessee. The initial registered agent for said corporation shall be Mr. _________.
ARTICLE III - MEETINGS
The board of directors of said corporation shall hold meetings at such times that such board shall deem it necessary or the board shall be directed to by the Board of Mayor and Aldermen of the City of _______, Tennessee. All meetings shall be open to members of the public and shall be preceded by seventy-two (72) hours posted notice and, if possible, such notice shall be published in a newspaper of general circulation within the limits of the City of _________, Tennessee. The conduct of all meetings shall be governed by Roberts Rules of Order.
ARTICLE IV - BOARD OF DIRECTORS
The board of directors of the corporation shall consist of seven (7) members. All members shall be duly qualified electors and residents of the City of _______, Tennessee. The directors shall serve without compensation but may be reimbursed for their actual and necessary expenses incurred in the performance of their duties. No director shall be an officer or employee of the City of ________, Tennessee. The directors shall be elected by the Board of Mayor and Aldermen of the City of _______, Tennessee and shall hold office for staggered terms. At the time of the initial election of the directors the Board of Mayor and Aldermen shall divide said directors into three (3) groups. The term of the first group, consisting of three (3) directors, shall be two (2) years. The term of the second group, consisting of two (2) directors, shall be for four (4) years. The term of the third group, consisting of two (2) directors, shall be for six (6) years. After their initial terms all directors shall henceforth serve six (6) year terms. If a successor has not been selected for a director whose term of office has expired such director shall serve until his successor is elected. A vacancy in office shall be filled by an election of the Board of Mayor and Aldermen until such term expires.
ARTICLE V - CORPORATE POWERS
The corporation shall have the following powers together with those incidental thereto or necessary to fulfill those stated:
(1) Have succession by its corporate name unless dissolved.
(2) Sue and be sued and prosecute and defend, at law or equity, in any court of competent jurisdiction.
(3) Have and use a corporate seal and alter same at it's pleasure.
(4) Acquire, whether by purchase, exchange, gift, lease, or otherwise, and improve, maintain, equip and furnish one or more projects, including all real and personal properties which the board of directors of the corporation may deem necessary in connection therewith.
(5) Lease to others one or more projects and charge and collet rent therefor and terminate such lease upon the failure of the lessee to comply with any of the obligations thereof; and include in any such lease, if desired, a provision that the lessee shall have a option to purchase any or all of its projects or that upon payment of all of the indebtedness of the corporation it may convey or lease to the lessee any and all of its projects with or without consideration.
(6) Sell to others one or more projects for such consideration and upon such terms and conditions as the board of directors of the corporation may deem advisable.
(7) Enter into loan agreements with others, including the City of _______, Tennessee, with respect to one or more projects for such payments and upon such terms as the board of directors of the corporation deem advisable.
(8) Issue bonds, and otherwise borrow money from banks or other financial institutions by issuing notes for the purpose of carrying out any of its powers.
(9) As security for the payment of the principal and interest on any bonds or notes so issued and any agreements made in connection therewith, mortgage and pledge any or all of its projects or any part or parts thereof and pledge the revenues and receipt therefrom or assign and pledge all or any part of its interest in and rights under any such leases, sales contracts or loan agreements it may have entered into.
(10) Employ and pay compensation to such employees and agents and the board of directors shall deem necessary for the business of the corporation.
(11) Receive from the City of ________, Tennessee, whether by gift, purchase or lease, any such project site the municipality may acquire by gift, purchase, lease or condemnation.
ARTICLE VI - PLEDGE OF MUNICIPAL CREDIT
The corporation shall not have the power to pledge to pledge the credit or taxing power of the City of ________, Tennessee except upon approval by referendum of three fourths of the voters of the municipality as provided by T.C.A. 7-53-306.
ARTICLE - VACANCIES IN OFFICE
If a vacancy shall occur in one of the offices of the board of directors a majority vote by the Board of Mayor and Aldermen for a successor shall be required to fill the remainder of the original term.
ARTICLE VIII - REMOVAL OF OFFICERS
Officers on the board of directors may be removed by a majority vote of the Board of Mayor and Aldermen upon a finding that such officer has engaged in malfeasance, misfeasance or nonfeasance in office or such officer is guilty of violating the conflicts of interest statute of Tennessee as found at T.C.A. 12-4-101.
ARTICLE IX - AMENDMENTS
The board of directors, by an affirmative vote of the majority thereof, may make, alter or amend these bylaws without notice at any regular meeting, or at any special meeting if notice of said amendments is included in the call for such meeting. No alteration of the bylaws my be allowed that is not in accordance with the laws of the State of Tennessee.