051490 EDAOfficial
File
Copy
Agenda #6
CITY OFNEWHOPE
4401XYLC~A~~
HENNEPIN~, MINNESOTA55428
Meeting #6
May 14, 1990
City Hall
President Edward J. Erickson
O~ioner Gary L'Herault
C~m~ssic~er W. Peter Enck
Commissioner Gerald Otten
C~m~issioner Marky Williamson
1. Call to Order
2. Roll Call
3. Approve Minutes of April 23, 1990
4. Public Hearing on the Proposed Sale of 4021 Ore~c~ Avenue North, New
Hope, Minnesota (PID #17-118-21 24 0102)
5. Resolution Appointing Directors to the First Board of the New Hope
C~.~nity Revitalization Corporation
7. A~j ournment
44011"~AV~N3E~H
· ~PIN~, ~55428
April 23, 1990
City ~1 ], 7:35 P.M.
APPROVE
FEB 26, 1990
#90-1
Ite~5
#90--2
Item6
#90--3
It~7
New Hope
Page 1
President Erickson called the meeting of the Economic Development
Authority to order at 7:35 p.m.
Present: Erickson, L'Herault, Otten, Williamson
Absent: Enck
Motion byC~LmdssionerWilliamson, seconded byC~m~ssionerOttento
approve theEDAminutes of February 26, 1990. All present voted in
favor.
Mayor EricksonstatedItem4wouldbediscussedlater in themeeting
upon Mr. Harold Teasdale'sarrival.
C~m~dssioner Otten introduced the following resolution and moved its.
adoption: '~SO~(~ ~ E~c~;~IVE NE~OI~ATI~ ~
~ M]/In~"T AUDC~TZ.~, INC.w. The motion for the adoption of the
foregoing resolution was seconded by Oa~ssioner L'Herault, and
upon vote being taken thereon; the following voted in favor thereof:
Erickson, L'Herault, Otten, Williamson; and the following voted
against the same: None; absent: Enck; whereupon the resolution was
declared duly passed and adopted, and was signed by the president
C~,..Ldssioner Williamson introduced the following resolution and
moved its adoption: ~(~ ~ ~ TO ABANDC~ ~
DC~AIN PRO(]~)~ ~ AS I]IS~IC~ ~ FT~R ~D-2141
IN~)L~ ~E PACO'S ~ PROP~. The motion for the adoption of
the foregoing resolution was seconded by C~..~ssioner L'Herault, and
upon vote being taken thereon; the following voted in favor thereof:
Erickson, L'Herault, Otten, Williamson; and the following voted
against the same: None; absent: Enck; whereupon the resolution was
declared duly passed and adopted, and w~s signed by the president
C~,~issioner Williamson introduced the following resolution and
moved its adoption: "]~BOIAF~/(~ ~ }-(R ~[~:ff,TC ~ (]~T ']]']E
PROP0~D SATR OF 4021 ~ AV~JE NC~H, N~ ~DPE, ~ (PID
#17-/18-21 24 0102)". %~ne motion for the adoption of the foregoing
resolution was seconded by C~a,~LU~ioner OtteR, a~ upon vote being
taken thereon; the following voted in favor thereof: Erickson,
L'Herault, Otten, Williamson; and the following voted against the
same: None; absent: Enck; whereupon the resolution was declared
April 23, 1990
~X~ PROPOSAL
I~m4
duly passed and adopted, and was signed by the president which was
attested to by the secre~ry.
Motion made by Cu,mdssioner Williamson, seconded by C~,,~,~ssioner
L'Herault, to sampend ~r~ meet~ #5 at 7:40 p.m. to
executive session re~ardi~ ~%~c~ T~e ~ Street Pr~eot #396.
All present voted in favor.
Motion made by Cu~u~,~ssioner Williamson, seconded by C~tm,~ssioner
Otten, to enter an ~r~ ex~=uti~ session. All present voted in
favor.
The EDA Regular Meeting reconvened at 8:00 p.m.
President Erickson introduced for discussion Item 4, Housing
Proposal by Harold Teasdale.
Mr. Harold Teasdale, 4127 Beard Avenue South, was recognized and
stated he is with the Minnesota Attainable Housing Corporation.
Mr. Teasdale explained that the MAHC is a non-profit organization
and its proposal is to purchase and operate two apartment complexes
in New Hope: Wincrest Apartments ar~ Parkridge Apartments (formerly
Oregon Estates). He explained each cc~plex is about 20 years old
and has been serving lower income residents. He stated because of
the age of the complexes major o~ will require attention
(windows, bmating systems, and roofs). Each has the potential to be
improved and each b~ the potential to even_~,~_ly go downhill as the
metro area demographic trend of a decre~ing number of rental
families continues. He stated projects which have intervention now
Mr. T,~ -~le stated their request is for an inducement for tax
exempt bonds which the organization would use to finance the
purchase and rehabilitation. Their proposal would turn both
apartment complexes into housing cooperatives, thereby lowering the
tax rate to that of homesteaded properties.
President Erickson in~,~red how the project would benefit the City
of New Hope.
Mr. Teasdale explained that their intention is to maintain q~a] ity
President Ericksc~ stated the City of New Hope has been very
progressive in provid/ng housir~ for all income levels.
Tom discussion continued req~ the loss of p .ro~_rty taxes.
President Erickson cu~~ that the legislature ~s cutting aids to
the city and Mr. Teasdale's proposal w=uld take a c~,a~ter of a
million dollars off the tax rolls.
New Hope EDA
Page 2
April 23, 1990
C~,=,,~ssioner Willi~. ~ged Mr..Teasdale to pursue and stated
she w~uld like moi~'~ ~o~tion'~~ the proposal.
Mr. Teasdale was directed to discuss the project further with City
staff.
Motion was made by Cc, m~dssioner Otten, seconded by C~missioner
L'Herault to adjourn the ~--tir~. All present voted in favor.
New Hope EDA adjourned at 8:30 p.m.
Valerie Leone
City Clerk
New Hope EDA
Page 3
April 23, 1990
April23, 1990
(~b]l-/,~11, 7:40 P.M.
The~c Dev~o~entAuthority~t in~cutive session at 7:40
p.m.
Present: Erickson, L'Herault, Otten, Williammm (Absent: Enck)
Also in a~_nce: City Attorney, Steve Sc~lrall, City Manager,
D~n Dc~ahue, and City Clerk, Valerie Leone
Tb~ EDA discussed issues ~ Med__icine !ake Road Street Project
#396.
Motion made by C~Lmissi~ner Otten, seconded by O~uLdssi~ner
L'Hermult, ~ cl~se the emm~fcive ~ic~. All present voted in
favor. The E~A executive sessiom adjourned at 8:00 p.m.
Valerie Leone
City Clerk
New Hope EDA
Page 1
April 23, 1990
EDA
REQUEST FOR ACTION
By:
Originating Department
Manager
Dan Donahue
Approved for Agenda
5-14-90
Agenda Section
Item No.
4
PUBLIC HEARING ON THE PROPOSED SATR OF 4021 OREGON AVENUE NORIH, NEW HOPE,
MINNESOTA (PID #17-118-21 24 0102)
This is a public hearing to consider the sale of the hc~e at 4021 Oregon
Avenue North to Steven and Diane Heinsch in the amount of $69,000.
Steve and Diane have leased the property at 4021 Oregon Avenue North for
approximately three years. Mr. and Mrs. Heinsch have qualified for
financing which would allow them to purchase the home.
Pur~,ant to Minnesota Statutes, a public hearing must be held to consider
the sale. ~e terms of the sale to Mr. and Mrs. Heinsch are within the
property disposition guidelines set forth by the
Staff rec~,~.~ that the ~ close the public hearing and app~ove the
resolution.
MOTION BY k'~~"C-
SECOND BY
Review:
Administration:
Finance:
EDA RESOLUTION NO. 90-
RESOLUTION APPROVING THE SALE OF REAL ESTATE
AT 402.1 OREGON AVENUE NORTH
PID %17-118-21 24 0102
TO STEVEN AND DIANE HEINSCH
IN THE AMOUNT OF $69,000;
AUTHORIZING THE PRESIDENT AND
EXECUTIVE DIRECTOR OR DESIGNEE
TO EXECUTE ALL NECESSARY DOCUMENTS
WHEREAS, the Economic Development Authority in and for the
City of New Hope (hereafter EDA) published notice on May 2, 1990
of a hearing on the sale of real estate at 4021 Oregon Avenue
North, legally described as Lot 14, Block 7, Rockford Park; and
WHEREAS, a public.hearing was held on May 14, 1990, by the
EDA to consider the proposed sale of said real estate to Steven
and Diane Heinsch for $69,000.00, including a second mortgage in
favor of the EDA in the amount of $13,000.00; and
WHEREAS, said sale to Steven and Diane Heinsch promotes
continued use of said real estate as a single family home and
furthers the general plan of economic development; and
WHEREAS, said sale encourages home ownership by low and
moderate income persons; and
WHEREAS, said sale is in the best interests of the City of
New Hope and its people.
NOW, THEREFORE, BE IT RESOLVED by the Economic Development
Authority in and for the City of New Hope that the sale of the
real estate at 4021 Oregon Avenue North, described above, to
Steven and Diane Heinsch for the sum of $69,000.00 including a
second mortgage in favor of the EDA in the amount of $13,000.00,
is advisable and is approved; that these findings and decision
are entered on EDA records immediately; and that the President
and Executive Director or designee are authorized to execute all
necessary documents to complete said sale.
Dated this
day of May, 1990.
Edward J. Erickson, President
Attest:
Daniel J. Donahue, Executive Director
MINNESOTA STA! .)ARD RESIL)ENTIAL PUt..,HASE AGREEMENT
~,Copyright 1988. by HenrleDin County Bar Ass0c~alion, Minneapolis Midweek,
1. 1. PARTIE~,ThiaPurcflaseAgreememismadeon__ AD_~il [6 q_~0 t3yandbeP~
2. (Name~lC'conomic Developm_er~ A._uth_o~ity in :Ht(.I ['or the C ily of' N('w Hope
3. (~a) /+401 Xvlon Ave,ue NorLh, New Ih,p(,~__MN 55428 SELLEH
4. (Name)St:even C. Heinsch and Diane M. Heinsch ~ftenancy.,n-common,s,n~ended[ O
5. {)~c~I~) 4021 Oregon Avenue No,:th, New Ilope± biN
s. ~. OFFER/ACCEPTANCI~ Buyer offers to purchase and Seller agrees to sell real property legally described as
?. Lot: 14. Block 7, Rpckfo~:d Park
8.
9. Iocatedat(Sfl'~!~fAddrp..ss~ 4021 Oregon Avenue North
lo. CS of .aw nope .... C~unW~--~_e'_nnep±? .....Sla~e ol
12. (date} ADrl.L J)UI L~J~U
13. 4. PERSONAL PROPERTY AND FIXTURES INCLUDED iN SALE. The following items of perso.al ~ro~,Tly ~nd lixl[~ms ow.~d b~,
14.currenby located on the proq~rty are included in this sale [ 'r! '. ~ .~.e~.~. pl~.~ shrubs l.~es, storm
15.kl~ert~, slorm d(xx's, screens~j~, window shades~(~I~01~ c[.ta,~ ,~av( ~!'e dlapely rO~lS. ,~tlacb~d Iiqhl,,gti.lures w~lh
18.~~M~vens a~ ~ing stove~ hood*lan~M~[ installed cerpelrng.
22.5. ~[~NDTERMS.~epri~fMtherealand~rsonalpropeHy,~clud,~dinlbissareis~iXt~ NilIP Thotlsa[~{{
28.~. DE~ARKETA8~ ~TLE. U~n ~forma~e by Buyer. S~lhw sb~ll .xecute and d~iver a ~e I10 C a i --
~. (A) ~ a~ z~lng I~, ~d~ances, state a~ f~eral regulal~.c
32.{C)Re~ of any ~al ~MS ~ ~ Slale of Minne~la;
40.[ Sh'L~e Out orte~C]lU~If~l~EI[ ~I~I~I(~X[1E.I~ ~)IK ~-I~ %.~Arl~:V~ ~/SELLER SHALL pay on Dale of CIosil]g atl instaltnlent s
42.~ Strike out ol?eJ IIJIIIIIEI.LER ~A~ PAY ~ DATE OF CL~I~ all other s~cial assessments levied as of the date
44.( Stria ~ ~J ~ .... ~ELLER SHALL PR~IDE FOR PAYMENT OF special asso~sru,,nls paroling as ot ,~e da~e
~, ~ ~y~ ~n:
C. D~e ~is Agr~menl nu~ a~ ~id ~ nol~e to Seller, and e.~rno~t mo.-y ~hall be refunded to Buye~
54. ~ S~ke ~ ~J ~~ELLER SHALL PAY ON DATE OF CLOSING any deterred real ,.~tate taxe~ or special assessme.~<
55. ~ Of ~h Is ~k~ as a r~uff ol l~ cl~ ol ~is saln
~ ~l~. ~ p~ ~ ~h ~ ~t otherwise p~ded herein. Selle~ wn~ants that taxes due and payable ~i~ Ihe yea~(~) _ ~ ~ ~_ ~t Il_
~, ~ M ~l~ ~M a~a~nte
~. I. SEWER'S ~RY MNE. ACCESS, RESTRICTIONS AND LIEN WAtIRANIIES. Seller wn. rn(~f~ lh:d buHdin(i,L i( n~v. a~ en~,ely
~ ~. wet Seller's request (]Ir direction
~. ~. ~N ~ PRO~{~. Se~ w~rants that all ~ fixlures, hea in~[~ ~equip em{ w r mq and piumbinq use~
71.~~~X~'~~[~. Seller wn,3,ts Ihs{ {he property is comnected to c~{y say, er (YE~) c~ty
I~ ~m~. Selle~ has no knowledge o[ =oo[ Leaking.
MINNESOTA STANDARD RESIDENTL4 'URCHASE AGREEMENT/PAGE 2
85 ID~#ty In which the I~Operty IS located.
86 13. POSSEESION. Seller shall deliver ~sess~ of the pfo~rty hal later then ~ ~ ~.. O~_
sm ~~e-~espoum~bl~t~o~ Buy(,r.
a Wa~en~ ~ is ~ ~ ~.
t5. ~TLE CORREC~O~ AND REME~ES. S~Mr shell h~e t20 da~ karo r~e~t of Buye;s wri,en title objeelions to make title marketable Upon
c~ing. C~ of ~e def~s ~ ~W ~8~ ~ ~M. diluent ~ ~. Pe~ corre~n of 'title. all oayments resulted herein and ~he
a~ all ear.st ~y paid hereu~er shall be relund~ Io Burr:
· e f~ ~lio~, as ~r~ll~ ~ law:
E. It I~ · ~el~, ~ is ma ~keta~ ~ pr~ ~ein, aM ~1~ ~ll~s in ~y of t~ ~r~ments herein. Buyer may. as pe~itted by
2. ~ ~ ~ ~t~ ~x ~h$ aflM such ~ O~ ~
WE IS ~ ~6 ESSEKE FOR ALL PRO~ OF TWS CON
1~. ~C~. A~ ~l~s r~i~ h~in ~a~ ~ ~ ~il~ ~ de~ ~ or ~ to t~ a~ess a~ ~own at Para,rash
I?. AGEN~ DISCLOSURE. (Na~M~M,~k?~M) NO AgenL __DIS.
CLOSES HE OR SHE IS REPRESENTING THE (BUYER OR SELLER) IN THIS TRANSACTION. THE LISTING
AGENT OR BROKER DISCLOSES THAT HE OR SHE IS REPRESENTING THE SELLER IN THIS TRANSACTION.
SELLER'S ~ ~ELLER'S BUYER'~ BUYER'~
,INITIA~ INITIA~ INITIALS
INITIA~ (OMI ~om) '-
1~. 19, MI~A LAW. ~s ~t~ ~aN ~ ~n~ ~ ~ I~s el ~ State el
13g. ~, A~ALTER~,~a[Re~ money sha~ be deposited ~n ~be account el
91
g2
g3
94.
95
96.
97.
98.
99
100.
101
102.
193
104.
105.
109
107
109
110
111
113
114
115
116.
117
118
119.
120.
121.
122.
123,
124
t25.
t26.
127.
128.
t31
132.
133,
134.
,4oThts agreement is c_on__ttngent upon its aporoval by.the go_E~rn_ing_bo_d~L_qf
tst. Seller and no appeal.b~r_a_.taxp_a_¥~r of that decJ.qion. [f this
,42. ia not Bo .a~E.~*_~v~'d without al,Pep!,_t_L/s_ a_._a~reeme'~t__fll3P I L _.be m, I ! a,ld_yp Ld,
143both parties will execute a Cancellation of Purchase A~.,,ree,,,e,,t, a,td. ea,',tc,~t.
,,,.money B ha, l-Sa--~ ~-d~-~e--d--iS- B h y e r s ·
14~ ~1. ADOENDA. Altach~Is~{num~) i . addendawhicharem~cleap~toltll~Agleemeflt.
THIB IE A LEGALLY BINDIN~ CONTRACT. BEFORE BIGNING. CONSULT A LAWYER.
tlon M' mprellnUitlon le meo~ by either the listing broker or leltlng broker el lo the legal lulflctency, lite legal effect, or
the rix ~OfllSqtlMl~e~ Of ~ ~orttrlcL b Ire que~tIons f~' ¥ou~' IIwyet
I agile to ~ the p~ooerty lot the price am:l I agree to purchase the property Io~ the p~ice and
Mnllsolld. gonditio~ss~tf(:xt~.ai~xsve.. -- --' ri~ tem~sandcondttk~asetfm'thabove.
C:cono~zc. ue~zeJ, opmen~ au~no cy
SELLERZn ant1 :or L;Zty OZ ~ew rtope~o,,,~ BUYER
Cm~ing...,~atmoe~k~ol:(UnleeB othervise speciE,ed by Sci!er):
Seller Ad,'Iisi. /~/~0] ](~rlotl /~VOlltt[~ Not'th
I i I~llo A.L) I' i I ti,,
~. I'[Ig(; __.I ul I. --
4. arid sale of the property nl qOZI 'h'~,p(~l~ Av('ltuc H,,~'l.il~_Nc~ II~'(,,
7. ~J~ amortized monlhly over a period of not iltole titan 30 yams with Jlllofesl ~J fie more
E ~ 10.5 percent per
9. MOP.GE APPB~TION: The m~.lgRge al~pli~:ation IS IO qE MADE WITHIN FIVE RUSINESS ~AYS alter the
10. acceptance of this Purchase A[F~emenl. ~]uyer agr~n~ to .~se best efforts Io ~ecure ~ enmmilment lot
II. such fina~i~g and to execute all doe~,nenls leqlJir~d lf~ ~oll~u~l.lllele said tin~ncing. In file* evenl Buyer
2. a ~mit~t ~r said roe.gage, this ng~eemenl shrill become t,~ll and void m~d earnest m~ey paid by the Buyer shall be
13. relund~ lo Buyer; Buyer and Selle~ ngree Io sign a (;an~ell~ii. Jn ,)J PLI~CII~S~
4. MOR~GE INSURANCE PREMIUM[~: PUlSUmll Io fed~,ull I h,H~l'lhu~m, ;] o~,' lime MoHH ~ll' hmlum~v,, I'u.mium (MIl
mUSl be paid at tile closing of this Irmlsaeli~)n. II is und.-mP,,,d hy []olh,J mid Bu)oJ Ihi~ Pu~ch;~e
6. subject to the one lime Mortgage Inm~nqe ~u~lnium. qs el]pit '~1]1~ mid dpl~H~lined by the lendpr I he snid Mo~g~pn
17. Insurance Premipm will increase lh~. morlgago ~mounl unless p;tid in cRsh ;il llle'closi~(l I his p~ovisi(.i
8. applicable to ~ndominium lransamigns.
'9. DISCOUNT POINTS: Mortgage dis, ,,..~1 poinls net to exceed g._?,a el the Iolal el th- mortgage amount including
~0. MIR tf add~ to mortgage, shall b~, p~id as follows: NOI E~o .,,t ~x~eed .m~imu.~ Seller j
H. [e~o paid by [~..v~r.
J coi~lHbutlon ~llowed by FHA.
2. [eEo paid by S,,ller.
'3. L~KIN~F~ATING OF MOIl[GAf=~ IN'I ERER [ ~1E AND ~lqg[~[llJ I POIl~ IS: Sellm :. ~,1 Buyer npm~
4. inl~e~ rate ~ discoul~l ~inls shall I,,, ~ F~O~I El] ou Ihe daf, -I ;ll,ulicalion. In lira eveHI the mortgage interest
'.[ rate ~d d~unl points me Io be lloal,.,t, it shall be the sole disc~elio~ of 9~L[~I~(.~UYEti lu lock i. the moHgnge interest
'.6. tale and dis~unt poinls. In Ihe evenl ~ller hRs sol~ discretion Io lock mmtg~ge inlmesl u,l~ and di~counl points. Buyer
~d the ~ charg~ Ia the olhe~ pa,y.
I0. FHA COMMITMENT WORK onDEII,~: i',lolhiflg in thi,~ Pumh-f :,, A!treenleul .:hall be i:-. :hued ~m ;~ wml.auty that lbo
I1. Seller will ma~ repairs requir~ by Ihe FHA commitment. I1,~ 'myer. Ih. 8ellm agreem I~, l,r~y up lo $ ,,~. r(~.
2. ~ m~ ~1~ ~ requir~ by the FI IA commilme~l. Il [he f:l I,a ~:omn~ilm~nl is ~u~ect Io r.ny wed( o~dms for which the
co~ of mak~ said repairs shall ex~:,.-d Ibis ml~ount, the [;~.11.
4. (A) Making l~ neco~my ~epairs: ~.~
5. (B) Negotiating the co~t of maki~g ~:-,id ~epni~¢ with the flu~,~,;
(G) DeclaHflg the Purchase Agre~,m,,nt null 8nd void and ,,m~lost mm~es paid sh~ll l,~ ~etundod lo the Buyel:
17. Buyer ~d Seller agree to sign ;~ (;ancelhdio~t el fha Ptm has~) Agmemm~l.
8. LENDER PROCESSING FEES: Sell,'~ agreo~lopayf~iscell:m-ou':t.,~,'e~mi~gfeeswhi~'hthek'ndo~ cm.~ulchmg~
9. lo Buyer, ~ to exceed $
0. FHA ES~ CLAUSE: "11 is expres~:ly agreed that. nolwitb~l'l~dinlj ~ olhe~ pfovisio~m ~f Ihi8 conlrnct, th~, purchaser
1. shall not be obligaled to complele file purchase of the plop~lly do~r~rib~d h*.~ein or to i~'ur a~y p~lmllv by forfeih,e
2. el earnesl m~ey de~sils or olherwi~, unless Seller h~s d~,tiv-~m~
3. ~era~ H~u~ing C~mmissi~ner se~ting f~r~h ~he appr[~ised v~ue ~ ~h`~ ~"~mrty (exc~odi~q c~i~ ~s~) ~ n~t ~e~s
4. than $ ~9 ~ 000. O0 which ~lalemenl Seller hmeb~ [~fl~(,(..';l~ m[~ke ~vailahle I~ I1.. pulcl~;1~,~. I h., purcha~'~
5. sha .h~r. havel~eprivilegeandupt~onofp~oceedngwll lie on~umnm~onolllec~ Ifaclwl out egardlotm
6. a~unl of the appraised valuation made by the Federal Housing Commissioner.
7. "THE APPRAISED VALUAflON IS AIIRIVED Ar IO Df[ I En~ .lINE
8. OF HOUSING AND URBAN DEVEL()PMENI WILl. If4S[lllt ffllD I~[][$ rl~ WAlU~?NI IItF VAI [11~ OR ~llF
9. CONDI lION OF ~ IIE P~OPER rY. I i IE PUl I(:11ASI:I I ~1
O. CONOIilON OF 1lIE PROPERLY AIIE AC(:I PIA~I
1. OTHER: Balance of pu~ch;t~e price shall !.~, paid by Buyc.~ ,,~'utim,' ,~ ~eco.d
Mortgage ~n favor of Seller ~ the priu~'Lp~l nmoJ,tlt
te[~ aR~ conditions of' ~::tid ~('COll(I Mo~'l~ct~('
with the attached Second Hort[,.age.
~cono~ic_Develgpment 5,,lhori, v ill ami
2. [or the ~lty._o[_
,3. By: ......
19~6,by Jolut and Jane Uuyer
of llennepln County attd Statc o{----~]-[ltllO!~°lO`--- part ___o{ the first past.
hereinafter'designated as MortgagorS, to ~ ~ng~&H~pmmt Au~~~
of New tlo~, a M~ne~ m~i~p~
~cor~ration, of~~ A~.o ~h~ P.O., County o[ H~p~ ._3nd
'New Hope
5tat~ o{ Minne~a party of the second part. ~erelna{ter designated as Mortgagee.
WITNESSETH: That s~ig Mortgagor S hereby mori~a~e~and ~on~cy-~to said Mortgagee the
[oUowin~ gescribed premiles situate in the Couniy of Hennepi~ and State o{ Minnesota, to-wit:
(Legal Description )
Section Number
Township Number )
Range Number
TO HAVE AND TO HOLD THE SAME, to~ether with ail the heredltn,.r.ts aud nl,p.rtennnccs
thereunto belonging or in any wise appertai.ing unto the said Mortgagee. its successors or assigns, FOR-
EVER
Tiffs ~ ort~a~ ~ ~ven in con,hi,ration of ~.d as securhy for the p~yme.t .f
. I)~ ars ($ )
receipt wltcr~ot s Ilcrcl~' ackimwlcd~cd, ~.d is j..ior and sul)sequcnt t. a first ..,, t~gq:e o. said premises of
mad~ by ~lid nlorl~a~or~in t~vof ~i said Inofl~a~.
..%ml tile ~aid lll~fl~ll~of&ll(i__cOV~llllllt with the M ortgnRrrl its sttci-eS~.l~ { l fl ll~i[,.ll% :t~ hdh,ws: ']*hat
J . J: : t I[~l lm Ve _ ,:,,.1 ri!Iht ti convey
[onrth. that tim said Mort~aKee. it~ sttcces~ors or assigns, shall quietly etljOy and 1)~ssess the same; attd that
the naid Mort~uKor~vill WARRANT AND I)EFEN]) the title to th~ same a~ainst ail lawful claims,
And the said Mort~a~or__(tlrthcr covenallt__w~th the Mort~fl~ee hereht, its 5ucces~urs or assigns, to
pa}' the s,ld Irst mortgage alld hlterest thereon, as the s~111e fa'l~ []ue. atlr] to pay the i,surnnce and pay all
tnxe~ e~.ied or 3s~essed a~itist th~ nforesnid premises or any )art thereoL ns they become due. and to
perform ail of the covenants i~ereln nmi ht said ~rst mortl, n~e co,tah~cd: nmi hi ca.:r ~;[ [aH,re to do so. the
MortKa~ee hrr~ht, its successors ~r 3~s;~n~. may pny suc]~ first mortgage or the i.[erelt thereon as the same
fMle due, or the taxe~ and a~eSSllletlts or insurance. Gill[ tile SUm or SIIIIIS Willdt IllaV be SO paM by the
Mortgagee herein, its successors or n~ifflll, ill payment of such first mortEace or the i~{terest thereo., or in
payment of snch taxes and assessments or illsurallCe, shall hear h~teresl from the time of such payment at
the r~te .sf.~lper cent per nnnuni. ~J~gg~/, and shall ho :I~ emed a:::l nrc hereby dedared t-
be an additional I ep upon said ~rem scs above described, a- t e ~ mmnt which ~hall I.e ~o paid. with
blterest thereon, as aforesaid, sliall he co ecl hie as a part oi a 1 ] in tie sntne ma,.er as the or ~ al debt
whlcli this inort~ge [~ ~ivetl to secure.
I'I{OVIDED. NEVER'I'IIEI.ESS. )1mt ii the Mortgagor~_~rei..-theJr hri,s, executors, admln-
istrators or assigns, shall pay to tile Mortgagee herei~l, its successors or assill-s, the sum of
gages bere~n, its successors or assiRns, i.~ hereby authorized a.d empowered tn sell the hereby grn.led premises and cunvey the
st insurance, with Jn~test as hetetolore provided, tnecther with the charge1 and dlshursements, and also We sum of ststutor~
~////////~a~ attorney's f ...... d to pay ti ...... plus, if any, to th .... t-
This mortgage and said notes shall be construed according to the laws of thc 5tats ~n which the mort-
gag~d premlse~ are situate.
IN ~VITNESS WHEREOF,~ ha~ hereunto set hand~ aud seal~ this
day of 19
NOTARIAl, ~'TAMP OR S~AL,
THIS INSTRUMENT WAS DRAFTED BY
COP, RICK · SONDRALL
3811 West Broadway (a,m.j
Robbinsdale, Minnesota (~9~Jqg'8
(612) 533-2241
hy
(NAAIE OF f'[JI%(}N Al KNOWLEI)GI~D)
SECOND MORTGAGE ADDENDUM
'THIS SECOND MORTGAGE ADDENDUM is I~de this day of
, 19 and is incorporated into and
shall ~e deemed to amend and supplement the Second Mortgage of
even date herewith (the "Second Mortgage"), given by undersigned
(the "Mortgagor") to secure Mortgagor's note of eveu date
herewith to the Housing and Redevelopment Authority in and for
the City of New Hope (the "Mortgagee"), affecting the property
described in the Second Mortgage (the "Premises") located in
Hennepin County, Minnesota, and legally described as:
(LEGAL DESCRIPTION)
Payment of Promissory Note. Mortgagor's obligation to
pay to mortgagees the sum of
Dollars ($ )
according to one certain promissory note, benring even
date herewith, with interest after maturity at 10.0 %
(hereinafter "Note") shall become due and payable in
full upon the occurrence of any one of the following:
(a)
Ail or any part of the premises is sold,
transferred, or otherwise conveyed (whether by
deed, contract for deed, lease for a term of more
than one year, or otherwise); or
(b)
Ail or any part of the Premises is no longer
occupied by Mortgagor as his or her homestead; or
{c)
Ail or any part of the Premises is leased for a
period or periods of time which, cumulatively,
exceed one year; or
{d)
Ail or any part of the loan evidenced by the Note
and Second Mortgage is assigned or transferred,
for assumption of payment or any other reason;
The occurrence of any one of the above shall cause said Note to
become due and payable in full, whether the occurrence was caused
by voluntary or involunta~y acts of Mortgagors, and whether the
occurrence took place during Mortgagor's life or by reason of the
death of Mortgagor, except that any transfer of a deceased
Mortgator's entire interest in the Premises by operation of law
or devise to a surviving Mortgagor joint tenant or surviving
Mortgagor former tenant-in-common shall not be considered an
occurrence causing said Note to become due and payable.
Acceleration of Note Additional. The occurrence of the
above, causing the Note to become due and payable,
shall be independent and separate from Mortgagor's
right and ability to declare the whole principal sum
due and payable upon the happening of certain events as
stated in the Second Mortgage.
Matur.lty of Note. The Note shall mature, for the
purpose of accruing interest, at the date of the
happening of any occurrenc~ for the Note to become due
and payable as set forth above, or the (late of
acceleration of said Note, whichever occurs first.
Said interest shall accrue from the date of maturity
until said Note is paid in full.
Time Limit. If none of the occurrences in paragraph 1
of this Addendum take place by a date thirty (30) years
from the date of this Second Mortgage, and if mortgagor
has kept all covenants and agreements in both First and
Second Mortgages, and made all payments of sums of
money and interest and taxes and assessments and
insurance as required by First and Second Mortgages,
for a period of thirty (30) years from the date of this
Second Mortgage, then this Second Mortgage shall be
null and void and all sums secured by this Second
Mortgage shall be forgiven.
IN WITNESS WHEREOF, Mortgagor has executed this Second
Mortgage Addendum on the day first written above.
Mortgagor
Mortgagor
STATE OF MINNESOTA)
) SS.
COUNTY OF )
On this day of , 19__ ,
before me, a Notary Public within and for said County, personally
appeared , to me known to
be the person(s) descri~ed in and who executed the foregoing
instrument and acknowledged that he executed
the same as free act and deed.
Notary Public
This Instrument was Drafted By:
CORRICK & SONDRALL, a Partnership
of Professional Corporations
3811 West Broadway
Robbinsdale, Minnesota 55422
(612) 533-2241
SECOND MORTGAGE NOTE
For'value received, the undersigned promises to pay to The
Housing and Redevelopment Authority in and for the City of New
}{ope, (hereinafter "HRA") the sum of $ ,
with interest at a rate of ten per cent per annum from the
date of maturity this Note.
Principal and interest shall be payable in full at HRA's
option if the undersigned fails to perform the stipulations,
covenants and conditions written in the Second Mortgage and
Second Mortgage Addendum instruments executed concurrently
herewith. Failure to exercise this option shall not constitute a
waiver of the right to exercise the same at any time.
The undersigned agree to be jointly and severally bound by
this note, and further agree to waive presentment and demand for
payment, notice of non-payment, protest and notice of protest.
Dated~
EDA
REQUEST FOR ACTION
Originating Department
Manager
Dan Donahue .
Approved for Agenda
5-14-90
Agenda Section
EDA
Item No.
The creation of this Corporati°n is necessary to accept and channel CDBG
monies frc~ the County to the developers of the physically handicapped
facility (Improvement Project #462).
The proposed Articles of Incorporation and Bylaw~ for the New Hope C~muanity
Revitalization Corporation will be considered at this meets.
The m~m~ers of the Citizens Advisory Committee have been ask__~__ and are
willing to serve on this Board.
Staff rec~{~nds adopting the resoluti~.
MOTION BY
SECOND BY
TO:
Administration:
Finance:
RFA-O01
CORRICK L.AW OFFICES, P.A.
WILLIAM J. CORRICK
STEVEN A. SONDRALL. P.A.
STEVEN A. SONDRALL
MICHAEL R. LAFLEUR
MARTIN P. MALECHA
WILLIAM C. STRAIT
CORRICK & SONDRALL
LAWYERS
381 ! WEST BROADWAY
]:;~OBBINSDALE. MINNESOTA 55422
TELEPHONE (E 1 E} E33-2~41
[=AX (E 12) 533-22,43
LAVONNE E. KESKE
SHARON D. HOFETAD
May 4, 1990
Mr. Daniel J. Donahue
City Manager
City of New Hope
4401 Xylon Avenue North
New Hope, MN 55428
RE: Incorporation of New Hope Community Revitalization
Corporation
Dear Dan:
Enclosed for consideration at the May 14, 1990 Council meeting
are proposed Articles of Incorporation and Bylaws for the New
Hope Community Revitalization Corporation. Also enclosed is a
proposed Resolution directing staff to file the Articles with the
Secretary of State, make application for non-profit status with
the IRS and appointing the first Board of Directors.
As you know, the creation of this Corporation is necessary to
accept and channel CDBG monies from the County to the developers
of the physically handicapped facility. I will assume we have
notified the members of the Citizens Advisory Committee of their
pending appointment to this Corporation's Board of Directors.
After its incorporation, a organizational meeting will be
necessary to adopt Bylaws and ratify the actions of the
incorporator. If the Council agrees with my appointment to the
Board, I will be happy to arrange and chair the meeting until
officers are elected to handle the remainder of the
organizational details.
Once those details are out of the way, there will be nothing for
the Corporation to do except wait for the County's CDBG payment
to fund the housing project.
Mr. Daniel J. Donahue
May 4, 1990
Page 2
Please note that in order to insure HUD's approval that the
Corporation can receive CDBG monies control cannot be exercised
by the City. As a result, the first Board is appointed by the
EDA and not the City Council. Also, future vacancies on the
Board will be appointed by the remaining directors and not the
EDA. However, the EDA does have the authority to remove any
director at any time with or without cause.
Also, the Corporation will need its own checking account despite
the fact only one check will probably be written, and it may be
required to do an independent audit of its business to satisfy
HUD.
Very truly yours,
Steven A. Sondrall
slf
Enclosures
EDA RESOLUTION NO. 90-
RESOLUTION APPOINTING DIRECTORS TO THE
FIRST BOARD OF THE
NEW HOPE COMMUNITY REVITALIZATION CORPORATION
WHEREAS, the Economic Development Authority in and for the
City of New Hope (hereafter EDA) finds it is in the best interest
of the City of New Hope to incorporate a non-profit corporation
for the exclusive purpose of promoting modest housing for
persons of low and moderate incomes, the elderly and the
physically handicapped, and
WHEREAS, such a corporation is necessary to take advantage
of federal funding provided under Section 202 of the National
Housing Act of 1959.
NOW, THEREFORE, BE IT RESOLVED by the Economic Development
Authority in and for the City of New Hope as follows:
The City Manager by and through his staff is hereby
authorized and directed to take all necessary steps to
incorporate the New Hope Community Revitalization
Corporation with the State of Minnesota as a non-profit
corporation governed by Minn. Stat. Chap. 317A.
The first Board of Directors of the New Hope Community
Revitalization Corporation, conditioned upon their
acceptance of said appointment, shall be Glenn Farmer,
Roger Landy, Roger Rubin, Sandy Perhai and Steven
Sondrall.
Dated this
day of May, 1990.
Edward J. Erickson, President
Attest:
Daniel J. Donahue, Executive Director
ARTICLES OF INCORPORATION
OF
NEW HOPE COMMUNITY REVITALIZATION CORPORATION
ARTICLE I.
Corporate Name
The name of this corporation shall be the New Hope Community
Revitalization Corporation.
ARTICLE II. Purposes
This corporation is organized under Minnesota Statute
Chapter 317A and shall be operated exclusively for charitable and
educational purposes, as contemplated and permitted by Sections
170(c)(2) and 501(c)(3) of the Internal Revenue Code of 1986, as
amended. The specific and primary purposes of this corporation
shall be:
To engage in and conduct charitable activities exclusively
for the benefit of, to perform the function of, and to assist in
carrying out the charitable purposes of, the City of New Hope,
!
~innesota, a municipal corporation (the "City"), and the Economic
Development Authority in and for the City of New Hope, Minnesota,
a body politic and corporate under the laws of the State of
Minnesota (the "Authority"), including to provide, modest cost
housing for persons of low and moderate income in accordance with
income guidelines from time to time established by the Authority,
and, in connection therewith,
(1) to promote and undertake community development
activities on a nonprofit basis within the
City of New Hope;
(2)
to carry out activities within the City of New
Hope of the type defined in Section 7(o) of the
Department of Housing and Urban Development Act
(42 U.S.C. 3535(d)), as from time to time amended,
and 24 C.F.R. part 570, as from time to time
amended, including, without limitation, "eligible
activities" under 24 C.F.R. Section 570.204(b) and
(c);
(3)
without limitation of the foregoing, to provide
assistance to nonprofit or not-for-profit
developers or sponsors of low and moderate income
housing, including housing for the elderly and
physically handicapped under Section 202 of the
National Housing Act of 1959, as from time to time
amended, within the City of New Hope; and
(4)
to receive block grants or similar funds from the
City, or other governmental agencies or
subdivisions, including the Authority, and to put
to productive use all of such funds exclusively
for the purposes set forth in this Article II.
For such purposes and not otherwise, this corporation shall
have and exercise all rights and powers conferred on nonprofit
corporations under the laws of the State of Minnesota, including
the power to contract, rent, buy or sell personal or real
property, provided, however, that this corporation shall not,
except to an insubstantial degree, engage in any activities or
exercise any powers that are not consistent with and in
furtherance of the primary purposes of this corporation, nor
shall it engage in any activities or exercise any powers that are
not within the contemplation of Sections 170(c)(2), 501(c)(3) and
509(a)(1) of the Internal Revenue Code of 1986, as amended.
ARTICLE III.
Prohibited Activities
This corporation shall not, incidentally or otherwise,
afford or pay any pecuniary gain, or remuneration to, its member as
2
such, and no part of the net income or net earnings of this
corporation shall, directly or indirectly, inure to the benefit
of any private shareholder or individual. The corporation shall
not carry on propaganda or otherwise attempt to influence
legislation to such extent as would result in the loss of
exemption under Section 501(c)(3) of the Internal Revenue Code of
1986, as. amended. The corporation shall not participate in nor
intervene in (including the publication or distributing of
statements) any political campaign on behalf of any candidate of
public office.
ARTICLE IV.
Incorporator
The following adult natural persons are the incorporators of
the Corporation:
Steven A. Sondrall
Attorney at Law
3811 West Broadway
Robbinsdale, MN 55422
ARTICLE V.
Duration
The period of duration of this Corporation shall be
perpetual.
ARTICLE VI.
Registered Office
The registered office of this Corporation shall be in New
Hope, Hennepin County, Minnesota. The Corporation does not have
a registered agent.
ARTICLE VII.
Board of Directors
The management and direction of the business and affairs of
this corporation shall be vested in a Board of Directors, at
least a majority of whom shall always be residents of the City of
New Hope. The number, qualifications, term of office, method of
appointment or election, powers, authority and duties of the
directors of this corporation, and such other provisions with
respect to them as are not inconsistent with the express
provisions of these Articles of Incorporation shall be as
specified in the Bylaws of this Corporation.
The name and address of each of the directors of this
corporation at the time of the adoption of these Articles of
Incorporation are:
Glenn Farmer
Roger Landy
Roger Rubin
Sandy Perhai
Steven A. Sondrall
8201 Northwood Parkway
New Hope, MN 55427
4417 Flag Avenue North
New Hope, MN 55428
4624 Gettysburg Avenue North
New Hope, MN 55428
3848 Maryland Avenue North
New Hope, MN 55427
6024 Allan Circle North
New Hope, MN 55428
ARTICLE VIII. Membershi~
The members of the Board of Directors of this corporation
shall be the only members of this corporation. Each member of
the Board of Directors of this corporation automatically shall
4
become and be a member of this corporation concurrently with his
or her becoming a member of such Board of Directors, shall
continue to be a member of this corporation for so long as he or
she is a member of such Board of Directors, and automatically
shall cease to be a member of this corporation concurrently with
his or her ceasing to be a member of the Board of Directors of
this corporation. Members of the Board of Directors shall have
voting rights only as directors and shall have no voting rights
as members, except as otherwise provided in the bylaws of this
corporation.
ARTICLE IX.
No Personal Liability
The members, directors and officers of this corporation
shall have no personal liability whatsoever for obligations of
this corporation, nor shall any of the property of the members,
directors and officers be subject to the payment of the debts or
obligations of this corporation to any extent whatsoever.
ARTICLE X.
NO Capital Stock
This corporation shall have no capital stock.
ARTICLE XI.
Dissolution
This corporation may be dissolved in accordance with the
laws of the State of Minnesota only upon the affirmative vote of
four-fifths (4/5) of the total number of directors of this
corporation. Upon dissolution of this corporation, and after the
payment of all liabilities and obligations of this corporation
5
and all costs and expenses incurred by this corporation in
connection with such dissolution, and subject always to the
further provisions of this Article XI, all remaining assets shall
be distributed, exclusively for public purposes, either to the
Authority if it is then in existence, or, if it is not then in
existence, to the City. Notwithstanding anything apparently or
expressly to the contrary hereinabove contained in this Article
XI, (1) any assets then held by this corporation in trust or upon
condition or subject to an executory or special limitation, or if
the condition or limitation occurs by reason of the dissolution
of this corporation, shall revert or be returned, transferred, or
conveyed in accordance with the terms and provisions of such
trust, condition, or limitation; and (2) if the dissolution of
this corporation is required by the laws of the State of
Minnesota then in existence to be conducted under court
supervision, the dissolution of this corporation shall be so
conducted, and its assets not described in clause (1) of this
sentence shall be transferred or conveyed to such one or more
organizations described in, and in the order of priority provided
for in, the preceding sentence of this Article XI, as the Court
may determine.
ARTICLE XII.
Transfer of Assets
This corporation may sell, assign, transfer, mortgage,
encumber, or otherwise dispose of all or substantially all of its
property and assets only upon the affirmative vote of four-fifths
6
(4/5) of the total number of directors of this corporation.
ARTICLE XIII.
Amendments
These Articles of Incorporation may be amended only as
provided in the Bylaws of this corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this
day of , 1990.
Steven A. Sondrall, Incorporator
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this
day of , 1990, by Steven A. Sondrall,
the Incorporator of the New Hope Community Revitalization
Corporation, a Minnesota nonprofit corporation, on behalf of the
corporation.
Notary Public
7
Certificate of Officers
The undersigned, the duly-elected President and Secretary,
respectively, of the New Hope Community Revitalization
Corporation, a nonprofit corporation, hereby certify that the
attached document, entitled "Bylaws", is a complete and accurat~
conformed copy of the Bylaws of such corporation.
Dated this day of , 1990.
President
Secretary
BYLAWS
OF
NEW HOPE COMMUNITY REVITALIZATION CORPORATION
ARTICLE I
OFFICES; CORPORATE SEAL
Section 1.01. Registered Office. The city, town or other
community in which the registered office of this corporation is
located in Minnesota shall be set forth in the Articles of
Incorporation of this corporation, or in the most recent
amendment or restatement of such Articles of Incorporation, or in
a certificate of change of registered office filed with the
Secretary of State of Minnesota reflecting the adoption of a
resolution by the Board of Directors of this corporation changing
the registered office.
Section 1.02. Other Offices. This corporation may have any
other offices that the Board of Directors may from time to time
determine.
Section 1.03. Corporate Seal. If the Board of Directors
determines it to be necessary or desirable, this corporation
shall have a corporate seal, circular in form and bearing the
name of this corporation and the words "Corporate Seal" and
"Minnesota".
ARTICLE II
MEMBERS: MEETINGS OF MEMBERS; PROPERTY RIGHTS
Section 2.01. Members and Meetings. The Articles of
Incorporation of this corporation provide that the members of the
Board of Directors of this corporation shall be the only members
of this corporation and shall have voting rights only as
directors and shall have no voting rights as members, except as
provided in the Bylaws of this corporation. Accordingly, there
shall be no meetings of the members of this corporation, and the
members of this corporation shall have no voting rights as
members except as required in the implementation of Article VIII
of these Bylaws.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01. General Powers. The property, affairs, and
business of this corporation shall be managed by the Board of
Directors.
Section 3.02. Number, Classes, Qualifications, Method of
Selection~ and Term of Office. The number of directors of this
corporation shall be five (5). There shall be one class of
directors, who shall be appointed by the Economic Development
Authority in and for the City of New Hope. No person shall be
qualified to serve as a director of this corporation unless he or
she is a resident of the City of New Hope, Minnesota (the
"city"); no person shall be qualified to serve as a director of
this corporation if he or she holds an elective public office in
the City. Any director who ceases to meet the applicable
qualifications shall automatically cease to be a director of this
corporation. The persons named in Article VII of the Articles of
Incorporation are the first Board of Directors of this
corporation. They and their successors shall be appointed each
year, commencing in 1991, by the Economic Development Authority
in and for the City of New Hope, subject to the provisions of
Article X hereof. Each director shall serve as a director until
his or her successor shall have been appointed and have
qualified, or until his or her earlier disqualification, death,
resignation, or removal.
Section 3.03. Organization. At each meeting of the Board
of Directors, the President of this corporation, or, in his or
her absence, the Vice President, or, in the absence of both the
President and the Vice President, a person selected as chairman
by the Board of Directors of this corporation shall preside. The
Secretary of this corporation, or, in his or her absence, any
person whom the President, the Vice President, or other chairman,
as the case may be, shall appoint, shall act as secretary of the
meeting.
Section 3.04. Place of Meeting. The Board of Directors may
hold its meeting at any place or places, within the State of
Minnesota, as it may from time to time determine.
Section 3.05. Annual Meeting. The annual meeting of the
Board of Directors shall be held each year for the purposes of
electing officers of this corporation and for the transaction of
any other business relating to this corporation that shall come
before the meeting. Notice of each annual meeting of the Board
of Directors shall be given as provided in Section 3.07 hereof
unless excused in accordance with Section 3.08 hereof.
Section 3.06. Special Meetings. Special meetings of the
Board of Directors shall be held whenever called by the
President, the Vice President, or any two (2) directors. Notice
of each special meeting of the Board of Directors shall be given
as provided in Section 3.07 hereof unless excused in accordance
with Section 3.08 hereof.
Section 3.07. Notices. Notice of each meeting shall be
mailed or delivered to each director, addressed to him or her at
his or her residence or usual place of business, not less than
five (5) nor more than thirty (30) days before the day on which
an annual meeting is to be held or not less than two (2) days
before the day on which a special meeting is to be held. Each
notice shall state the time, date, place, and purposes of the
meeting.
Section 3.08. Notices Excused. Notice of any meeting of
the Board of Directors need not be given to any director who is
present at the meeting; and any meeting of the Board of Directors
shall be a legal meeting without any notice thereof having been
given if all of the.directors of this corporation then in office
are present at the meeting or waive notice in writing before, at,
or after the meeting.
Section 3.09. Quorum and Manner of Acting. Except as
otherwise provided by law, in the Articles of Incorporation, or
in these Bylaws, a majority of the total number of directors of
this corporation shall be required to constitute a quorum for the
transaction of business at any meeting, and the act of a majority
4
of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the directors present may
adjourn any meeting from time to time until a quorum is present.
Notice of any adjourned meeting need not be given other than by
announcement at the meeting at which adjournment is taken. If a
quorum is present when a duly called meeting is convened, the
directors present may continue to transact business until
adjournment, notwithstanding that the withdrawal of a number of
directors originally present leaves less than a quorum.
Section 3.10. Resignation. Any director of this
corporation may resign at any time by giving written notice to
the President or to the Secretary of this corporation. The
resignation of any director shall take effect at the time, if
any, specified therein or, if no time is specified therein, upon
receipt~thereof by the officer of this corporation to whom the
written notice is given; and, unless otherwise specified therein,
the acceptance of a resignation shall not be necessary to make it
effective.
Section 3.11. Removal. Any director may be removed with or
without cause by the Economic Development Authority in and for
the City of New Hope.
Section 3.12. Vacancies. A directorship shall
automatically become vacant upon the disqualification, death,
resignation, or removal of a director. A vacancy in a
directorship shall be filled by a majority vote of the remaining
directors and each director so appointed to fill a vacancy shall
hold office until his or her successor shall have been appointed
'and have qualified, or until his or her earlier disqualification,
death, resignation, or removal.
ARTICLE IV
OFFICERS
Section 4.01. Number. The officers of this corporation
shall be President, a Vice President, a Secretary, a Treasurer,
and any other officers that are appointed by the Board of
Directors. Any two (2) or more offices, except those of
President and Vice President, may be held by the same person.
Section 4.02. Election, Term of Office, and Qualifications.
All officers shall be elected annually from among the Board of
Directors by the Board of Directors, and each shall hold office
until the next annual election of officers and until his or her
successor shall have been elected and have qualified, or until
his or her earlier disqualification, death, resignation, or
removal.
Section 4.03. Resignation. Any officer of this corporation
may resign at any time by giving written notice of his or her
resignation to the Board of Directors, to the President, or to
the Secretary of this corporation. The resignation shall take
effect at the time, if any, specified therein or, if no time is
specified therein, upon receipt thereof by the Board of
Directors, President, or Secretary of this corporation; and,
unless otherwise specified therein, the acceptance of a
6
resignation shall not be necessary to make it effective.
Section 4.04. Removal. Any officer may be removed, with or
without cause, by a vote of four-fifths (4/5) of the total number
of directors, at any annual or special meeting called for that
purpose, provided that purpose is stated in the notice or waiver
of notice of the meeting, unless all of the directors of this
corporation are present at the meeting.
Section 4.05. Vacancies. A vacancy in any office because
of disqualification, death, resignation, or removal shall be
filled for the unexpired portion of the term in the manner
prescribed in these Bylaws for election or appointment to that
office.
Section 4.06. President. The President shall be the chief
executive officer of this corporation; shall, when present,
preside at all meetings of the Board of Directors; shall see that
all orders and resolutions of the Board of Directors are carried
into effect; shall, whenever authorized and directed by the Board
of Directors to do so, execute and deliver in the name of the
corporation (except in cases in which the execution and delivery
are either expressly delegated by the directors or by these
Bylaws to some other or additional officer or agent of this
corporation or are required by law to be otherwise executed and
delivered) any deeds, mortgages, bonds, contracts, or other
instruments pertaining to the business or assets of this
corporation; shall have such other powers and shall perform such
other duties as may from time to time be prescribed by the Board
of Directors; and, in general, shall perform all duties usually
incident to the office of the President.
Section 4.0~. Vice President. The Vice President shall, in
the absence of the President and if present, preside at all
meetings of the Board of Directors and shall have such powers and
perform such other duties as may from time to time be prescribed
by the Board of Directors or the President.
Section 4.08. Secretary. The Secretary shall be the
Secretary of, and, when present, shall record proceedings of
meetings of the Board of Directors; shall at all times keep on
file a complete copy of the Articles of Incorporation and all
amendments and restatements thereof and a complete copy of these
Bylaws and all amendments and restatements thereof; shall, when
directed to do so, give proper notice of meetings of the Board of
Directors; shall have such powers and perform such other duties
as may from time to time be prescribed by the Board of Directors
or the President; and, in general, shall perform all duties
usually incident to the office of the Secretary.
Section 4.09. Treasurer. The Treasurer shall keep accurate
accounts of all moneys of this corporation received or disbursed;
shall deposit all moneys, drafts, and checks in the name of, and
to the credit of, this corporation in such banks and depositories
as the Board of Directors shall from time to time designate;
shall have power to endorse for deposit all notes, checks, and
drafts received by this corporation; shall disburse the funds of
this corporation as ordered by the Board of Directors, making
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proper vouchers therefor; shall render to the Board of Directors
and the President of this corporation and to the Authority,
whenever requested, an account of all of his or her transactions
as Treasurer and of the financial condition of this corporation;
shall have such powers and shall perform such other duties as may
from time to time be prescribed by the Board of Directors or the
President; and, in general, shall perform all duties usually
incident to the office of the Treasurer.
Section 4.10. Other Employees and Agents. This corporation
may have any other employees and agents that are from time to
time deemed necessary by the Board of Directors. Those employees
and agents shall be appointed in such manner, have such
operational and administrative duties, and hold their positions
for such periods of time as may from time to time be prescribed
by the Board of Directors.
Section 4.11. Compensation. The officers, employees, and
agents of this corporation may be paid such reasonable
compensation for their services rendered to this corporation in
such capacities, and be reimbursed for such reasonable expenses
necessarily incurred by them in rendering such services, as the
Board of Directors may from time to time determine to be directly
in furtherance of the~purposes of, and in the best interests of,
this corporation.
Section 4.12. Bond. All officers, employees, and agents of
this corporation from time to time having the duty or authority,
alone or with others, to receive, endorse, deposit, or issue
checks, drafts, or other orders for the payment of money to or by
this corporation shall be bonded at the expense of this
corporation, and the Board of Directors of this corporation shall
determine the amount of each bond.
ARTICLE V
FINANCIAL MATTERS
Section 5.01. Books and Records. The Board of Directors of
this corporation shall cause to be kept:
(1) records of all proceedings of the Board of Directors;
and
(2) such other records and books of account as shall be
necessary and appropriate to the conduct of the
corporate business.
Section 5.02. Documents Kept at Registered Office. The
Board of Directors shall cause to be kept at the registered
office of this corporation originals or copies of:
(1) records of all proceedings of the Board of Directors;
(2) all financial statements of this corporation; and
(3) Articles of Incorporation and Bylaws of this
corporation and all amendments and restatements
thereof.
Section 5.03. Accounting System and Audit. The Board of
Directors shall cause to be established and maintained, in
accordance with generally accepted accounting principles applied
on a consistent basis, an appropriate accounting system for this
corporation. The Board of Directors may cause the records and
books of account of this corporation to be audited by an
independent certified public accounting firm whenever it may deem
an audit necessary or appropriate and may retain any person or
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firm for that purpose which it may deem appropriate.
Section 5.04. Fiscal Year. The fiscal year of the
corporation shall be as determined by the Board of Directors.
Section 5.05. Contracts, Checks, Drafts, and Other Matters.
All deeds, mortgages, bonds, contracts, or other instruments
pertaining to the business of this corporation, and all checks,
drafts, or other .orders for the payment of money, and all notes,
bonds, or other evidences of indebtedness issued in the name of
this corporation shall be signed by such officer or officers,
agent or agents, employee or employees of this corporation, and
in such manner, as may from time to time be determined by a
resolution adopted by the Board of Directors, or, in the absence
of such a resolution, by the officer or officers so authorized by
these Bylaws.
Section 5.06. Manner.of Voting Interests in Other
Corporations. If this corporation is a member of or owns shares
in any domestic or foreign association or corporation, the
President of this corporation or a proxy appointed by the
President or, if the Board of Directors, by resolution, shall
have authorized another person, such other person, shall
exercise all voting rights of this corporation with respect to
such membership in or ownership of shares in such association or
corporation.
ARTICLE VI
WAIVER OF NOTICE
Whenever notice of any meeting whatsoever is required to be
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given by law or these Bylaws, the notice may be waived in
writing, signed by the person or persons entitled to the notice,
whether before, at, or after the time stated therein or before,
at, or after the meeting.
ARTICLE VII
AUTHORIZATION WITHOUT A MEETING
Any action that may be taken at a meeting of the Board of
Directors may be taken without a meeting when authorized in a
writing which is, or counterparts of which in the aggregate are,
signed by all of the directors.
ARTICLE VIII
INDEMNIFICATION
This corporation shall, in the exercise of the power granted
to Minnesota nonprofit corporations generally by Minnesota
Statutes, Chapter 317A, as now enacted or as hereafter amended,
indemnify its directors, officers, employees, and agents against
certain expenses and liabilities, and carry and maintain
insurance therefor, but only under the circumstances, in the
manner and to the extent from time to time permitted by law.
ARTICLE IX
AMENDMENTS OF ARTICLES AND BYLAWS
The Board of Directors of this corporation may amend this
corporation's Articles of Incorporation, as from time to time
amended or restated, and these Bylaws, as from time to time
amended or restated, to include or omit any provision which could
lawfully be included therein or omitted therefrom at the time
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such amendment or restatement is adopted. Any number of
amendments, or an entire revision or restatement of the Articles
of Incorporation or Bylaws either (1) may be submitted and voted
upon at a meeting of the Board of Directors, notice of the
purpose of the meeting and of the proposed amendments, revision,
or restatement having been given, and may be adopted at the
meeting upon receiving the affirmative vote of not less than
four-fifths (4/5) of the total number of directors of this
corporation, or (2) may be adopted, in accordance with Article
VII hereof, by a writing signed by all of the directors of this
corporation.
ARTICLE X
OVERRIDING SUBSTITUTION PROVISION
Notwithstanding anything apparently or expressly to the
contrary contained in these Bylaws hereof, if the Authority
ceases to exist at any time before the dissolution of this
corporation, the City Council of the City thereupon automatically
shall be substituted for, and shall have and exercise the rights,
powers, and duties of, the Authority provided for herein.
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