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0109 o ? —(P. RESOLUTION NO. • I A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF JACKSONVILLE, ARKANSAS, APPROVING PARTICIPATION OF THE CITY IN AN INTERLOCAL COOPERATION AGREEMENT AND IN CONNECTION THEREWITH MEMBERSHIP IN METROPLAN, A CORPORATION NOT FOR PROFIT, WITH PULASKI COUNTY, THE CITIES OF LITTLE ROCK, NORTH LITTLE ROCK, SHERWOOD, CAMMACK VILLAGE, BENTON, BRYANT AND ALEXANDER, AND OTHER PUBLIC AGENCIES IN CENTRAL ARKANSAS; AND FOR OTHER PURPOSES • WHEREAS, the General Assembly of the State of Arkansas has enacted laws (Act 26 of the Arkansas General Assembly of 1955, as amended by Act 29 of the Arkansas General Assembly of 1965; and Act 430 of the Arkansas General Assembly of 1967) enabling political subdivisions and public agencies to • cooperate in area planning and other joint activities and in furtherance thereof to enter into Interlocal Cooperation Agreements and to form implementing legal entities in order to achieve joint or cooperative action; and WHEREAS, the City of Jacksonville recognizes the need for such cooperative action with other public agencies as provided in these laws, to the end that not only the City of Jacksonville but all of Central Arkansas may be properly developed; and • WHEREAS, said laws provide for the implementation of said joint cooperative activities through a legal corporate entity; and WHEREAS, it appears in the best interest of the people of the City of Jacksonville that the City participate in said joint cooperative efforts in that the same will promote economy and efficiency in the coordinated development of the area and the general welfare and prosperity of the people; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF JACKSONVILLE, ARKANSAS: SECTION 1. That the City of Jacksonville cooperate'jointly with Pulaski County, the Cities of Little Rock, North Little Rock, Sherwood, Cammack Village, Benton, Bryant and Alexander, and other interested public agencies in Central Arkansas, by executing and implementing an Interlacal Cooperation Agreement, a true copy of which is hereto attached and made a part hereof as Exhibit A, and which agreement is hereby approved. 2. • SECTION 2. That the City of Jacksonville become a member of the legal entity described in said Interlocal on eement, o s "etn an A rkansas corpo true copies o the Art kn a of M I ncorpo ra tion ropla and By -Laws of which ation are attached pr to sa Interlocal Cooperati wn Agre as E xhibits 1 an Gooperati d 2 thereto, an which a re hereby Agr approved. SECTION scr 3 . T sa "i letrop l an for " may qua as a counc o governmen as defined by the United States Department of Housing and U rban Development. SECTION 4. That this Resolution shall be in full force and effect from and after its adoption. ATTESTED: APPROVED: City Clerk Mayor �� W • EXHIBIT A INTERLOCAL COOPERATION AGREEMENT THIS INTERLOCAL COOPERATION AGREEMENT is entered into by and between t he subscribing public agencies p u r s u a nt t o the provisions of the "InterlocalCooperation Act" (Act No. 430 of the Acts of the General Assembly of the State of Arkansas for the year 1967; Sectio 14 -901 to 14 -908, in- clusive, Ark. State. ), in order to enable such age n c i e s to engage in joint or cooperative action. WITNESSETH: 1. The duration of this agreement shall be perpetual, or until terminated by action of the parties. 2. The precise organization, composition and nature of the separate legal and administrative entity created hereby ( METROPLAN, an Arkansas not for profit corporation), and the powers delegated thereto, are as set forth in detail in the "Articles of Incorpora- tion of Metroplan, a Council of Local Governments In and For Central Arkansas, a Corporation Not For Profit Organized Under Acts of A r k a n s as 1963, No. 176, " and in the By -Laws thereof, true copies of which are attached hereto and made a part hereof as Exhibits 1 and 2. 3. The purpose of the agreement is to implement said not for profit corporation to be known as METROPLAN to the end that the following purposes shall be accomplished by said corporation: To serve as a council of local governments in and for Central Ark an s a s; to encourage and permit local units of government to cooperate j o i nt ly with one another to improve the health, safety and general welfare of their citizens; toplanfor the future development of the region to the endthattransportation systems may be more care - fully planned; that the communities, areas and regions grow with adequate streets, utilities, health, education, 2. • recreational and other essential facilities; that needs of agriculture, bus in e s s and industry be recognized; that residential areas provide healthy surroundings for family life; that historical and cultural value be preserved; and that the growth of the communities, areas and regions be commensurate with and promotive of the efficient and economic a 1 use of public funds; to receive and expend federal and other funds, contract with the federal govern- ment and, as appropriate, contract with other units of government, private concerns or individuals for the performance of planning work and s ervic e. And, in achieving these purposes, to exercise any powers hereto- fore or hereafter conferred upon it by the laws of the State of Arkansas. And, specifically, but not by way of limita- tion ofthe above stated purposes and powers, this corpora- tion shall have the powers, duties and functions as provided in Acts of Arkansas 1955, No. 26, as amended by Acts of Arkansas 1967, No. 29, in connection with the preparation of areawide studies and plans, in informing the public and promoting public interest and understanding, and in making efficient planning recommendations to the members of the corporation; and in assisting its members in carrying out any area plan or plans developed by the corporation and in assisting any of the members of the corporation or other public bodies inthe preparation or effectuation of local plans or planning consistent with the program and means ofthe corporation i n c l u d in g the provision of administrative machineryfor coordination of programs by all or any o f the members of the corporation. 4. The manner of financing the joint or cooperative undertaking and of establishing and m a i nt a i n i n g a budget therefor are as set forth in detail in said Exhibits 1 and 2 hereto. 3. 5. The permissible method or methods to be employed in accomplishing the partial or complete termination of this agreement and for disposing of p r o p e r t y upon such partial or complete termination are that upai dissolution of said corporation ( ME T R O P L A N) as provided by law, this agreement s hall terminate, and in that event any property shall be disposedof, alter payment of debts of the corporation, by distribu- tion to other organizations exempt from f e d e r al income tax under Section 501(cx3) of the Internal Revenue Code or corresponding provisions of law, orto an agency of the federal, state or local govern- ment, all as set forth in Article 11 of the Articles of Incorporation of Metroplan (Exhibit 1 hereto). 6. This I nt e r l o c al Cooperation Agreement may be amended from time to time by action of the parties signatory and other public agencies may subscribe hereto upon their being accepted for membership in Metroplan. EXECUTED this day of , 1969: .Attest: PULASKI COUNTY, ARKANSAS By County Clerk County Judge Attest: City of Little Rock, Arkansas By City Clerk Mayor Attest: City of North Little Rock, .Arkansas By City Clerk Mayor 4. Attest: City of Jacksonville, Arkansas //' `--4'.c 2 /�1-v'a� By City Clerk Mayor Attest: City of Sherwood, Arkansas By City Clerk Mayor Attest: City of Benton, Arkansas By City Clerk Mayor Attest: City of Cammack Village, Arkansas By City Clerk Mayor Attest: Town of Alexander, Arkansas By Recorder Mayor Attest: City of Bryant, Arkansas By City Clerk Mayor Attest: Little Rock School District By Secretary President of the Board Attest: North Little Rock Special School. District By Secretary President of the Board 5, .Attest: Pulaski County Special School District By Secretary President of the Board Attest: Little Rock Waterworks Commission By Secretary Chairman Attest: North Little Rock Water Commission By Secretary Chairman Attest: Little Rock Sanitary Sewer System By Secretary Chairman Attest: North Little Rock Sewer Committee By Secretary Chairman Attest: Little Rock Airport Commission By Secretary Chairman Attest: Benton Utilities Commission By Secretary Chairman APPROVED: Joe Purcell Attorney General of Arkansas Date: , 1969. EXHIBIT 1 ARTICLES OF INCORPORATION OF METROPLAN, A COUNCIL OF LOCAL GOVERNMENTS IN AND FOR CENTRAL ARKANSAS, A CORPORATION NOT FOR PROFIT ORGANIZED UNDER ACTS OF ARKANSAS 1963, NO. 176 Article 1. The name of the corporation shall be Metroplan and it shall be a corporation not for profit under the laws of the State of Arkansas. Article 2. The period of duration of this corporation shall be perpetual. Article 3. It shall be the purpose of this corporation to serve as a council of local govern- ments in and for Central Arkansas; to encourage and permit local units of government to cooperate jointly with one another to improve the health, safety and general welfare of their citizens; to plan for the future development of the region to the end that transportation systems may be more carefully planned; that the communities, areas and regions grow with adequate streets, utilities, health, education, recreational and other essential facilities; that needs of agriculture, business and industry be recognized; that residential areas provide healthy surroundings for family life; that historical and cultural values be pre- served; and that the growth of the communities, areas and regions be commen- surate with and promotive of the efficient and economical use of public funds; to receive and expend federal and other funds; contract with the federal govern- ments and, as appropriate, contract with other units of government, private concerns or individuals for the performance of planning work and service. And, in achieving these purposes, to exercise any powers heretofore or hereafter conferred upon it by the laws of the State of Arkansas. And, specifically, but not by way of limitation of the above stated purposes and powers, this corporation shall have the powers, duties and functions as provided in Acts of Arkansas 1955, No. 26, as amended by Acts of Arkansas 1967, No. 29, in connection with the preparation of areawide studies and plans, in informing the 2. public and promoting public interest and understanding, and in making efficient planning recommendations to the members of the corporation; and in assisting its members in carrying out any area plan or plans developed by the corporation and in assisting any of the members of the corporation or other public bodies in the preparation or effectuation of local plans or planning consistent with the program and means of the corporation including the provision of administrative machinery for coordination of programs by all or any of the members of the corporation. Article 4. The affairs of the corporation shall be managed by its Board of Directors and such other administrative boards as may be designated by the Board of Directors. The Board of Directors may reconstitute itself by by -law. Article 5. The address of the main office of this corporation shall be Continental Building, 100 Main Street, Little Rock, Arkansas and its registered agent at such address shall be Jason Rouby. Article 6. The number of directors constituting the initial Board of Directors of the cor- poration is nine (9) and the names and addresses of the persons who are to serve as the initial directors are: 1. B. Frank Mackey, County Judge 1700 Pinewood Drive Pulaski County Little Rock, Arkansas 2. William F. Laman, Mayor 324 Dooley Road City of North Little Rock North Little Rock, Arkansas 3. Haco Boyd, Mayor 3623 Hill Road City of Little Rock Little Rock, Arkansas 4. John H. Harden, - Mayor 309 Vine City of Jacksonville Jacksonville, Arkansas 5. B. E. Henson, Mayor 401 Sherwood City of Sherwood North Little Rock, Arkansas 6. Robert Gray, Mayor 6123 Kenwood City of Cammack Village Little Rock, Arkansas 3. 7. Noel Butler, Jr. , Mayor 312 Short City of Benton Benton, Arkansas 8. Charles Allen, Mayor Alexander, Arkansas Town of Alexander 9. Dean Boswell, Mayor Bryant, Arkansas City of Bryant Article 7. The name and address of each incorporator is: B. Frank Mackey 1700 Pinewood Drive Little Rock, Arkansas Haco Boyd 3623 Hill Road Little Rock, Arkansas William F. Laman 324 Dooley Road North Little Rock, Arkansas Article 8. The term of office of members of the Board of Directors shall be one year. Except for the initial Board of Directors, selection of board members shall be by vote of the membership; each regular member to have one vote for this purpose. Directors may succeed themselves through reelection. The initial Board of Directors may, as provided by by -law, constitute the Executive Committee of the Council of the Corporation as the Board of Directors of the corporation, in which instance the initial Board of Directors shall cease to exist and shall be dissolved. Thereafter, members of the new Board of Directors shall serve for terms of one year, provided that they shall serve only as long as they retain their respective elective or appointive offices. No member of the Board of Directors, either the initial Board or the Board of Directors constituted out of the Executive Committee of the Council of the corporation, shall be selected whose term cannot under this requirement ex- tend for at least one year. 4. Article 9. The corporation shall have one class of members with voting power to be allocated among them as provided by by -laws of the corporation, except that such allocation shall not be inconsistent with the provisions of Article 8 herein. Provided that special memberships may be made available to public bodies such as the Little Rock Housing Authority, the North Little Rock Urban Renewal Agency, and the Arkansas State Planning Commission. The nature and privi- leges of such special memberships shall be as provided by by -law; but in no case shall such special membership entitle the special member to vote in elections for the Board of Directors. Article 10. The corporation shall not engage other than as an insubstantial part of its activities in any activity that is not in futherance of one or more of the exempt purposes specified in Section 501 (c) (3) of the Internal Revenue Code or corresponding provisions of law. Article 11. In the event of dissolution of the corporation, any remaining assets after pay- ment of debts of the corporation, shall be distributed to other organizations exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code or corresponding provisions of law, or to an agency of the federal, state or local government. IN WITNESS WHEREOF, we have hereunto set our hands this day of , 1969. B. Frank Mackey William F. Laman Haco Boyd 5. VERIFICATION STATE OF ARKANSAS ) COUNTY OF PULASKI ) On this day of , 1969, personally appeared before me, a Notary Public within and for the State and County aforesaid, B. F. Mackey, William F. Laman and Haco Boyd, personally known to me as the persons who signed the foregoing Articles of Incorporation, and stated to me under oath that they had executed said instrument for the purposes and that the matters therein stated were and correct according to their best information, knowledge and belief. Notary Public (SEAL) My commission expires: EXHIBIT 2 BY -LAWS OF METROPLAN, A COUNCIL OF LOCAL GOVERNMENTS IN AND FOR CENTRAL ARKANSAS, A CORPORATION NOT FOR PROFIT ARTICLE 1. Name. The name of this Council of Local Governments in and for Central Arkansas shall be Metroplan. ARTICLE 2. Purpose. It shall be the purpose of this corporation to serve as a council of local governments in and for Central Arkansas, to encourage and permit local units of government to join and cooperate with one another to improve the health, safety and general welfare of their citizens; to plan for the future development of the region to the end that transportation systems may be more carefully planned; that the communities, areas and regions grow with adequate streets, utilities, health, education, recreational and other essential facilities; that needs of agriculture, business and industry be recognized; that residential areas provide healthy surroundings for family life; that historical and cultural values be preserved; and that the growth of the communities, areas and regions be commensurate with and promotive of the efficient and economical use of public funds; to receive and expend federal and other funds; contract with the federal government and, as appropriate, contract with other units of government, private concerns or individuals for the performance of planning work and service. And, in achieving these purposes to exercise any powers heretofore or hereafter conferred upon it by the laws of the State of Arkansas. And, specifically, but not by way of limitation of the above stated purposes and powers, this corporation shall have the powers, duties and functions as provided in Acts of Arkansas 1955, No. 26, as amended by Acts of Arkansas 1967, No. 29, in connection with the preparation of areawide studies and plans, in informing the public and promoting public interest and understanding, and in making efficient planning recommendations to the members of the corporation; and in assisting its members in carrying out 2. any area plan or plans developed by the corporation and in assisting any of the members of the corporation or other public bodies in the preparation or effectuation of local plans or planning consistent with the program and means of the corporation including the provision of administrative machinery for coordination of programs by all or any of the members of the corporation. ARTICLE 3. Membership. Section 1. This corporation shall have no stockholding members. Section 2. Membership shall consist of governmental units within the area embraced by these by -laws when and as such units by passage of ordinance, minute order, resolution or other appropriate and legal action of its governing body and upon payment of the membership fee as set forth by Article 7 of these by -laws have indicated their desire to become members of the corporation and upon majority vote of the Board of Directors accepting their applications. Local governmental units eligible for membership shall include counties, cities, and other civil subdivisions which shall be geographically situated, in whole or in part, within the area as described in Article 3, Section 5 hereinbelow. Section 3. A member may withdraw from the corporation upon notifying the Board of Directors by resolution or other appropriate legal action of the governing body of such withdrawing member, and any withdrawing member may subse- quently apply for re- admission as a new member. Section 4. A member which is more than six months in arrears in payment of its annual assessment as herein provided may be denied its voting privileges until such time as payment is made, such denial to be by action of a majority of the Board of Directors. 3. Section 5. Any county, city or other civil subdivision located within Pulaski County and Saline County, Arkansas, and counties contiguous with a county within which members are located may upon complying with the provisions of these by -laws be eligible for membership and may become members of this corporation. ARTICLE 4. Section 1. The governing body of the corporation shall be known as the Council. The Council shall consist of the following representatives: The County Judge of Pulaski County, Arkansas The city directors of Little Rock, Arkansas The mayor and three aldermen of North Little Rock, Arkansas The mayor of Jacksonville, Arkansas The mayor of Sherwood, Arkansas The mayor of Cammack Village, Arkansas The mayor of Alexander, Arkansas The mayor of Benton, Arkansas The mayor of Bryant, Arkansas One member of the Board of the Little Rock School District One member of the Board of the North Little Rock School District One member of the Board of the Pulaski County School District One member of the governing body of the Little Rock Waterworks Commission One member of the governing body of the North Little Rock Water Commission One member of the governing body of the Little Rock Sewer Commission One member of the governing body of the North Little Rock Sewer Committee One member of the governing body of the Little Rock Airport Commission One member of the governing body of the Benton Utilities Commission Section 2. There shall be a special membership classification, the members of which shall have no vote in the Council and shall not be required to assume any financial obligation of the corporation whatsoever. Initial members of the special membership and their representatives to the Council shall be: Arkansas State Planning Commission: One member of the governing body or the executive director. Little Rock Housing Authority: One member of the governing body or the executive director. North Little Rock Urban Renewal Agency: One member of the govern- ing body or the executive director. Additional special members may join upon approval of their applications by a majority of the Board of Directors. 4. Section 3. A representative shall serve during the term of office to which he has been elected or appointed unless sooner replaced by the appointing authority. Section 4. The representatives of members of the corporation shall meet semi- annually and upon the call of the President. Forty per cent of the total number of regular representatives shall constitute a quorum for the trans- action of business. Section 5. Meetings called by the President shall be announced by written notice served upon or mailed to each representative at least ten days prior to the meeting. The written notice shall specify the time, place and purpose of the called meeting. Section 6. When a quorum is present at any meeting, the vote of the majority of the regular representatives present shall decide any question brought before such meeting. ARTICLE 5. The Executive Committee. Section 1. At an annual meeting held in the month of June, the representatives shall elect a president, a vice president, a treasurer and six (6) members, who shall together with the aforenamed officers, constitute the Executive Committee of the Council. No member of the Executive Committee may be elected whose term of office or appointment with regard to his member unit of government or other public body does not extend at least one year beyond the date of his taking office as a member of the Executive Committee. Section 2. By delegation from the Council, the Executive Committee shall be the 5. governing body of the Council, and between meetings of the entire Council shall be responsible for the general policies and programs of the corporation and for the control of its funds. The president of the corporation or in his absence the vice president shall preside at all meetings of the Executive Committee. Section 3. The Executive Committee shall meet monthly at a time and place which it shall designate. The president may call special meetings of the Executive Committee subject to the provisions of Article 4, Section 5, hereinabove regarding special meetings of the Council. Section 4. One -half of the total number of the members of the Executive Committee shall constitute a quorum for the transaction of business. When a quorum is present at any meeting, the majority vote of the members present shall decide any question under consideration, except as otherwise provided herein or in the Articles of Incorporation. Section 5. The Executive Committee shall employ an Executive Director who shall be qualified by training and experience and shall serve at the pleasure of the Executive Committee. Section 6. The Executive Director shall be the chief administrative officer and secretary of the Council and shall, subject to the rules and regulations of the Executive Committee, act for and in the name of the corporation and appoint and remove all subordinate employees of the corporation. Section 7. The Executive Director shall prepare the annual budget of the corporation and shall faithfully execute all of the duties and responsibilities vested in or required of him by the Executive Committee. 6. Section 8. The Executive Director shall recommend the employment of consultants to the Executive Committee and the Executive Committee shall approve all con- tracts and other formal agreements with such consultants. Section 9. The Executive Committee shall have the authority to establish and appoint the members of citizens and technical advisory committees as may be required to support and contribute to the programs and projects of the corporation. Section 10. The Board of Directors as established by the Articles of Incorporation of this corporation shall act primarily . in an advisory capacity to the Executive Committee of the Council. Decisions of the Executive Committee are subject to the review of the Board of Directors, however. Should the Board of Directors determine to do so, it may by majority vote dissolve itself and constitute the Executive Committee of the Council to be the Board of Directors of the corporation from that time on. Prior to the replacement of the Board of Directors by the Executive Committee of the Council, membership on one of such bodies will not disqualify an individual for service on the other. Following the constitution of the Executive Committee of the Council of the corporation as the Board of Directors, the Executive Committee shall be in law and fact the Board of Directors of the corporation and the new Board of Directors shall meet all requirements set forth by law and by the Articles of Incorporation for the Board of Directors. The newly constituted Board of Directors will assume all the powers and duties of the initial Board of Directors and the Executive Committee. ARTICLE 6. Duties of Officers. Section 1. The president shall preside at all meetings, make necessary appointments, conduct activities and transact business necessary to the operation of the corporation. 7. Section 2. The vice president shall perform the duties and functions of the president in his absence. Section 3. The treasurer shall be in charge of funds of the corporation, counter- sign checks and approve payments and expenses as authorized by the Executive Committee and the Council. The treasurer shall be responsible for an annual audit of the finances of the corporation and prepare an annual report as well as other financial reports as may be desirable. Section 4. The secretary shall be responsible for all permanent records of the corporation, its minutes, contracts and other documents and for official notifications and correspondence as may be required. Section 5. All the officers may be authorized to sign or attest documents, checks, or other legal instruments of the Council. Section 6. Officers shall serve until successors have been elected and qualified. ARTICLE 7. Finance. Section 1. Members of the corporation shall provide funds for the payment of the corporation's expenses, and such funds shall be used by the corporation to match federal and other funds which may be contributed or paid to the cor- poration from time to time. Section 2. The Executive Committee shall prepare or have prepared each year a budget reflecting the anticipated expenses and required income of the 8. corporation for the succeeding calendar year. The Committee shall adopt a formula which will assign to each member its fair share of the budget, and the Executive Committee shall consider those factors which will contribute to the determination of each member's fair share of the budget. The Committee shall transmit to each member not later than December 1 of each year a copy of the budget for the succeeding year and a list of members showing the allocated share of the budget for each member. Section 3. After the organization of the corporation, a new member, having complied with the provisions of these by -laws as described in Article 3, Section 5 herein, may fulfill its financial obligation to the corporation for its first calendar year of membership (12 months from the date of becoming a member of the corporation) by paying upon admission to membership, a minimum fee as listed: Counties: $ 500.00 Cities of 5, 000 population or more: $ 250. 00 Cities of 4, 999 population or less: $ 100. 00 School districts and other special - purpose governmental agencies: $ 250.00 Nothing in this Section shall be construed to prevent a new member from assuming at the time of its joining the corporation its fair share of the current budget or a pro rata share of the current budget as determined by the Executive Committee based on the elapsed part of the current year. Section 4. The corporation may apply for, contract for or receive and expend funds or grants from the State of Arkansas, the federal government or any other source. The corporation shall have no power to levy any character of tax whatsoever. Section 5. Funds of the corporation shall be deposited in a depository to be designated by the Executive Committee and may be expended upon check or warrant signed and countersigned by two officers of the Council or their 9. designated representatives, as approved by the Council. ARTICLE 8. Annual Report. Section 1. The corporation shall prepare an annual report which shall be submitted to all members of the governing bodies of all member governmental units. The corporation shall have an annual audit made of its financial accounts and transactions during the preceding fiscal year and shall include a summary of such audit in its annual report. ARTICLE 9. Date of Effectiveness. Section 1. These by -laws shall become initially effective upon adoption of them by a majority of the Board of Directors, and shall remain the by -laws of the corporation, subject to amendment unless rejected by a majority of the members of the Executive Committee of the Council within thirty (30) days after the formation of the Executive Committee. ARTICLE 10. Parliamentary Procedure. Section 1. Robert's Rules of Order, Revised, shall be the authority on all questions of parliamentary procedure not covered by these by -laws. ARTICLE 11. Amendments. Section 1. These by -laws may be amended by a vote of a majority of the entire Board of Directors at any meeting of the Board.