§ 3.

The following articles of the incorporation of the Economic Development Corporation of the City of Madison Heights are hereby approved:

ARTICLES OF INCORPORATION OF THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF MADISON HEIGHTS, A PUBLIC CORPORATION

The articles of incorporation are signed and acknowledged in duplicate by the incorporators for the purpose of forming a public economic development corporation pursuant to the provisions of Act No. 338 of the Public Acts of 1974, as amended.

ARTICLE I. NAME

The name of the economic development corporation is The Economic Development Corporation of the City of Madison Heights ("Corporation").

ARTICLE II. PURPOSE

The corporation is organized pursuant to Act 338 of the Public Acts of 1974, as amended ("Act 338") to perform essential public purposes and functions of the City of Madison Heights. Its purposes will be: To alleviate and prevent conditions of unemployment; to assist and retain local industries and commercial enterprises to strengthen and revitalize the economy of the City of Madison Heights and the State of Michigan; to provide means and methods for the encouragement and assistance of industrial and commercial enterprises in locating, purchasing, constructing, reconstructing, modernizing, improving, maintaining, repairing, furnishing, equipping and expanding within the city; to encourage the location and expansion of industrial and commercial enterprises to more conveniently provided needed services and facilities to the city and the residents thereof; to promote economic activity in the forestry and agricultural sectors by providing incentives to combat inflation, to reduce energy consumption, to retain the family farm unit, to reduce the rate at which urban sprawl has been devouring farm lands, and to provide farmers and foresters with a more favorable export market; to encourage the development of facilities designed to produce energy from renewable resources; and to accomplish such other purposes as may be provided from time to time in Act 338.

(Ord. No. 672, § 1(Art.II), 9-14-81)

ARTICLE III. POWERS

The corporation shall be a body corporate with powers to sue and be sued in any court of the State of Michigan. In furtherance of its purpose, the corporation shall have all of the powers which are now or may hereafter be conferred on corporations organized pursuant to Act 338 and future amendments to Act 338, including all powers necessary to carry out the purpose of its incorporation and all powers incident thereto, and including, but not limited to, the following powers to:

(a)

Construct, acquire by gift or purchase, reconstruct, improve, maintain, and repair the necessary lands, or interests in lands or portions of lands, for "projects," as that term may be defined from time to time in Act 338;

(b)

Acquire by gift or purchase the necessary machinery, furnishings and equipment for projects;

(c)

Make secured or unsecured loans, participate in the making of secured or unsecured loans, undertake commitments to make secured or unsecured loans and mortgages, sell loans and mortgages at public or private sale, rewrite loans and mortgages, discharge loans and mortgages, foreclose on a mortgage, or commence an action to protect or enforce a right conferred upon it by a law, mortgage, loan, contract, or other agreement;

(d)

Borrow money and issue its revenue bonds or revenue notes to finance or refinance part or all of the project costs and the costs necessary or incidental to the borrowing of money and issuing of bonds or notes for such purpose, and secure those bonds and notes by mortgage, assignment, or pledge of any of its money, revenues, income, and properties. Bonds and notes may be issued pursuant to this act to acquire and install projects, necessary lands, or an interest in the land or portion thereof, for the site therefor, and the necessary machinery, furnishings, and equipment for a project notwithstanding that the corporation does not own or propose to own such projects, lands, or machinery, furnishings, and equipment. The corporation for a municipality which has a population of more than 1,000,000 persons may combine part or all of the project costs of more than one project for pollution control facilities in a single financing arrangement. However, the bonds and notes for each project for pollution control facilities shall be secured by a separate agreement and collateral for each project;

(e)

Enter into leases, lease purchase agreements, installment sales contracts or loan agreements with any person, firm or corporation for the use or sale of projects;

(f)

Mortgage or create security interests in the project, a part of the project, a lease or loan, or the rents, revenues, or sums to be paid during the term of a lease or loan, in favor of holders of bonds or notes issued by the corporation;

(g)

Sell and convey projects or any part thereof for a price and at a time as the corporation determines;

(h)

Lend, grant, transfer or convey funds, described in section 27 of Act 338, as permitted by law, but subject to applicable restrictions affecting the use of these funds; and

(i)

In general, and subject to such limitations and conditions as are or may be prescribed by law, to exercise such other powers which now are or hereafter may be conferred by law upon a corporation organized by the city under the above statutes and for the above purposes.

(Ord. No. 672, § 1(Art.III), 9-14-81)

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Directors. The board of directors of the corporation shall consist of not less than nine persons, not more than three of whom shall be an officer or employee of Madison Heights. The mayor and any member of the council may serve on the board of directors. The directors shall be appointed by the mayor, with the advice and consent of the council, as provided in the act. The directors shall be appointed for terms of six years, except of the directors first appointed, four shall be appointed for six years, one for five years, one for four years, one for three years, one for two years and one for one year.

Section 2. Additional Directors. Promptly after the corporation notifies the mayor in writing of its intention to commence preparation of a project plan, the mayor, with the advice and consent of the council, shall appoint two additional directors to the board of directors for the project proposed by the Corporation. Each of said additional directors shall serve as directors of the corporation until the project for which they are appointed either is abandoned or, if undertaken, is completed in accordance with the project plan, at which time each such director shall cease to serve.

Section 3. Salary. Directors shall serve without salary, but may be reimbursed their actual expenses incurred in the performance of their official duties, and may receive a per diem of not more than $50.00.

Section 4. Public meetings. The meetings of the board of directors shall be public.

Section 5. Reappointment; Vacancy. A director whose term of office has expired shall continue to hold office until his or her successor has been appointed with the advice and consent of council. A director may be reappointed with the advice and consent of council to serve additional terms. If a vacancy is created by death or resignation or removal by operation of law, a successor shall be appointed with the advice and consent of council within 30 days to hold office for the remainder of the term of office so vacated.

Section 6. Removal. A director may be removed from office for cause by a majority vote of the directors.

ARTICLE V. OFFICERS

Section 1. The board of directors of the corporation, by an affirmative vote of a majority of its members, shall elect as the officers of a corporation, a chairperson, a vice-chairperson, a secretary, a deputy secretary and a treasurer. Any two offices other than the office of chairperson and secretary or chairperson and treasurer may be held by the same person, but an officer shall not execute, acknowledge or verify an instrument in more than one capacity if the instrument is required to be executed by more than one officer. The officers shall be elected annually by the board of directors at its annual meeting and shall hold office for a term of one year and thereafter until his or her successor is elected and qualified, or until death, resignation or removal, provided that the first officers shall be elected at the first meeting of the board of directors or as soon thereafter as may be convenient and shall hold office until the first annual meeting of the board of directors. The officers shall be sworn to the faithful discharge of their duties.

Section 2. Chairperson. The chairperson shall be the chief executive of the corporation. The chairperson shall preside at all meetings of the directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect. The chairperson may execute with the secretary or any other proper officer authorized by the board of directors, all bonds, notes, mortgages, conveyances and other instruments and execute interest coupons with his manual or facsimile signature which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors, by these articles, by the bylaws of the corporation or by statute to some other officer or agent of the corporation. He or she shall be ex officio a member of all standing committees, and shall have and exercise such other authority as is specifically granted from time to time by the board.

Section 3. Vice-chairperson. The vice-chairperson shall perform such duties as are delegated to him or her by the chairperson and shall, in the absence or in the event of the disability of the chairperson, perform the duties and exercise the powers of the chairperson. The vice-chairperson shall perform such other duties as the board of directors shall prescribe.

Section 4. Secretary. The secretary shall be the recording officer of the corporation, and shall attend all meetings of the board, record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors. The secretary may sign with the chairperson in the name of the corporation all bonds, contracts and other obligations and execute interest coupons with his manual or facsimile signature in the name of corporation as and when so authorized by the board of directors. The secretary shall keep in safe custody the seal of the corporation, and when authorized by the board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his or her signature or by the signature of the treasurer.

Section 5. Deputy secretary. The deputy secretary shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties of the secretary and, when so acting, shall have all the powers and be subject to all the restrictions upon the secretary. The deputy secretary shall perform such other duties as may be assigned to him by the secretary or by the board of directors.

Section 6. Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. The treasurer shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the chairperson and directors, at the regular meetings of the board or whenever they may require, an account of his or her actions as treasurer and of the financial condition of the corporation.

The treasurer shall give the corporation a bond, if required by the board, for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

Section 7. Removal. An officer may be removed by an affirmative vote of a majority of the directors, with or without cause, whenever in the judgment of the board of directors the best interests of the corporation would be served.

Section 8. Vacancy. A vacancy in any office, because of death, resignation, removal or otherwise, may be filled by the board of directors at any meeting for the unexpired portion of the term of the office.

Section 9. Delegation of powers and duties. In the absence of any officer of the corporation or for any other reason that the board of directors may deem sufficient, a majority of the board of directors then in office, may delegate, from time to time and for such time as they may deem appropriate, the powers and duties of any officer elected or appointed, to any other officer or to any director.

Section 10. Personal liability or accountability. The members of the board of directors or any person executing any revenue bond or revenue note on behalf of a corporation shall not be liable personally on the revenue bond or revenue note, or be subject to any personal liability or accountability by reason of the issuance of the revenue bond or revenue note, by reason of acquisition, construction, ownership, or operation of a project, or by reason of any other action taken or omitted by the board of directors. By resolution the board of directors may provide for the purchase of insurance indemnifying the members of the board from and against any and all personal liability or accountability described in this section or any loss or expense related thereto.

(Ord. No. 672, § 1(Art. V, §§ 1, 2, 4—10), 9-14-81)

ARTICLE VI. LOCATION

The location of the first office of the corporation is 300 West Thirteen Mile Road, Madison Heights, Michigan 48071.

ARTICLE VII. REGISTERED AGENT

The name of the first resident agent of the corporation is Dorothy McGuire Lents.

ARTICLE VIII. NONSTOCK; ASSETS

The corporation is organized upon a nonstock basis. The amount of assets which said corporation possesses is:

(1)

Real property: None

(2)

Personal property: None

The corporation will be financed from donations, gifts, grants and devises, either solicited or unsolicited, obtained from public authorities, individuals, corporations and other organizations, by earnings from its activities, borrowings and issuance of revenue bonds and notes.

ARTICLE IX. NET EARNINGS; DISSOLUTION

No part of the net earnings of the corporation, beyond that necessary for the retirement of indebtedness or to implement the public purposes or program of the City of Madison Heights, shall inure to the benefit of any person, firm or corporation, other than the city, except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes. No member, officer or director of the corporation nor any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

Upon the termination or dissolution of the corporation, after adequate provision has been made for all obligations of the corporation, surplus earnings and all property and assets of the corporation shall belong to and be paid only to Madison Heights, Michigan, or its successor.

ARTICLE X. TERM

The term of existence of the corporation is perpetual or until dissolved in accordance with the act.

ARTICLE XI. EFFECTIVE DATE OF CORPORATION

The date upon which the corporation shall become effective is June 21, 1979, or upon approval of these articles of incorporation by ordinance of Madison Heights, duly adopted, whichever last occurs.

ARTICLE XII. PUBLICATION OF ARTICLES OF INCORPORATION

These articles of incorporation shall be published in the Madison News, a newspaper of general circulation in the City of Madison Heights.

ARTICLE XIII. INCORPORATORS

The names and addresses of each of the incorporators are as follows:

Ernest E. Fisher	1836 Millard
Margaret P. Birach	30192 Palmer
Manuel Copado, Jr.	31440 John R.

 

ARTICLE XIV. BYLAWS

The board of directors, by an affirmative vote of a majority of its members, shall approve bylaws for the operation of the affairs of the corporation which bylaws shall be adopted by ordinance of the City of Madison Heights.

ARTICLE XV. AMENDMENT OF ARTICLES AND BYLAWS

The articles of incorporation of the corporation may be amended by a resolution of the city council of Madison Heights which resolution shall be filed with the secretary of state. The bylaws may be altered, amended or repealed and new bylaws may be adopted by resolution of a majority of the directors present at any regular meeting or at any special meeting, if proper notice is given. The effect of an amendment may include the alteration or changing of the structure, organization, programs, or activities of the corporation including the power to terminate the existence of the corporation. However, an amendment shall not impair the obligation of any bond or contract.

(Ord. No. 672, § 1(Art. XV), 9-14-81)

ARTICLE XVI. [AGENCY OR POLITICAL SUBDIVISION]

The corporation shall at all times be deemed to be an agency or political subdivision of the city. The books and records of the corporation and of the board of directors, officers and agents thereof shall be public and open to inspection and audit by city council at all reasonable times. The corporation shall submit an annual report of its activities to the city council of the City of Madison Heights and to the office of economic development of the Michigan Department of Commerce, and shall annually publish in a newspaper of general circulation a report of its revenue and expenditures for the operating year.

(Ord. No. 672, § 1(Art. XVI), 9-14-81)