TOWN OF HOLDEN
Industrial Development Financing Authority By-laws
Adopted January 13, 1976
Name, Location and Seal
The name of the Authority shall be the Holden Industrial Development Financing Authority.
The seal of the Authority shall be in the form of a circle, and shall bear the name of the Authority and the year of its organization.
The office of the Authority shall be located within the Town of Holden, Massachusetts, in the Town Hall c/o Office of the Town Clerk, Holden, Massachusetts.
Board of Directors
The Authority shall be governed by a Board of five (5) directors. Except for the original appointment, each director shall be appointed for a term of five (5) years and each director shall serve until his successor is appointed and qualified, except as hereinafter provided or otherwise provided in General Laws Chapter 40D. Said directors shall be appointed except as otherwise in these by-laws provided. The provisions of said Chapter 40D as in effect from time to time shall determine the appointment, qualifications, terms of office, powers and duties of the Board of Directors provided, however, that in the event of any inconsistency between these by-laws and said provisions, the latter shall prevail.
Membership of the Board of Directors shall be restricted to residents of the Town of Holden.
No person shall be disqualified from serving as a director of the Authority by reason of his holding any other appointive or elective office in the Town of Holden.
Whenever the membership of the Board of Directors of the Authority is changed, either by reason of appointment, resignation or removal, it shall be the duty of the Secretary to see that an original certificate to that effect shall be promptly filed with the Commonwealth of Massachusetts, Department of Commerce and Development, and a duplicate thereof in the office of the Secretary of State, the Commonwealth of Massachusetts.
Three members of the Board of Directors of the Authority shall constitute a quorum. An affirmative vote of the quorum of the Board shall be necessary for any action taken by the Board. No vacancy in the membership of the Board shall impair the right of a quorum to exercise all the rights and perform all the duties of the Board.
The members of the Board of Directors of the Authority shall serve without compensation but each director shall, subject to availability of funds, be reimbursed for all necessary travel and other expenses incurred by him in the discharge of his official duties.
The Board of Directors of the Authority shall elect from among its directors, a Chairman and a Vice Chairman.
The Authority may elect a treasurer, who may, but need not be a member of the Board of Directors of the Authority.
The Chairman, Vice Chairman and Treasurer shall be appointed at the annual meeting and shall serve until their successors are elected.
The Authority may employ an Executive Director, who shall not be subject to General Laws, Chapter 31, nor to General Laws, Chapter 30, Section 9A. If an Executive Director is employed, he shall be ex-officio secretary of the Authority. Compensation, if any, of the Executive Director as set by the Board shall be subject to refusal or approval by the Department of Commerce and Development, Commonwealth of Massachusetts. Such compensation, if any, and expenses shall be payable from available funds. If such funds are paid by occupants of projects financed under Chapter 40D, the amount thereof shall be allocated by the Authority among its various projects in such manner and amounts as it deems proper and shall constitute current expenses of the Authority.
The Authority may employ such other officers, and employees as it deems necessary or proper and shall determine their qualifications, duties and compensation, and may delegate to one or more of its directors, agents, or employees, such powers and duties as it deems necessary or proper for carrying out of any action determined by it.
Conflict of Interest
No director, officer, agent or employee of the Authority shall directly or indirectly have any financial interest in any property to be included in, or any contract for property or materials to be furnished or used in connection with any project of the Authority or any industrial occupant. Violation of this article shall be punishable as per General Laws, Chapter 40D, Section 6.
Duties of Officers
The Chairman of the Board of Directors shall preside at all meetings of the Authority except as otherwise authorized by resolution of the Authority. The Chairman shall sign all contracts, deeds, bonds, notes and other instruments made by the Authority or by the Town acting by and through the Authority. At each meeting, the Chairman shall submit such recommendations and information as he may consider proper concerning the business affairs and policies of the Authority.
The Vice Chairman of the Board of Directors shall perform the duties of the Chairman in the absence or incapacity of the Chairman, and in case of a vacancy in the office of Chairman.
The Treasurer shall sign all orders and checks for the payment of money and shall pay out and disburse such monies under the direction of the Authority except as otherwise authorized by resolutions of the Authority.
The Secretary shall keep a record of the proceedings of the Board, and shall be custodian of all books, documents and papers filed with the Board, and of the minute book or journal of the Board and of its official seal. He shall have authority to cause copies to be made of all minutes and other records and documents of the Board, and to give certificates under the official seal of the Board to the effect that such copies are true copies, and all persons dealing with the Authority may rely upon such certificates.
Meetings of the Board of Directors shall be at the call of the Chairman and as frequently as the business of the Authority demands, but in no event shall there be less than one meeting during a calendar year. There shall be an annual meeting on the third Monday of April or at such other day during the months of April or May as shall be determined by the Authority for the purpose of electing officers of the Authority. Written notice of meetings shall be given by the Chairman and/or a person designated by him to issue said notice.
A special meeting of the Authority may be called upon a written request signed by at least two members of the Board of Directors, said notice of such meetings shall be mailed at least 14 days prior to the date of such special meeting to the business or home address of each member of the Board of Directors and be posted in the office of the Town Clerk. The written notice shall designate the business to be considered at the special meeting, and no other business may be transacted at such special meeting except with the consent of all members of the Authority. The project information statement relative to the proposed bond issue shall be mailed to the Authority members at such time.
Notice of the time, place and purposes of a meeting may be waived by any Director by a writing signed by such director either before or after the meeting and filed with the records of such meeting.
Order of Business
At regular meetings of the Authority, the following shall be the order of business: (1) Roll Call (2) Reading and approval of minutes of the previous meeting (3) Bills and Communications (4) Report of the Secretary (5) Reports of Committees (6) Unfinished business (7) New business (8) Adjournment.
All resolutions shall be in writing and shall be copied in the minute book of the Authority.
All questions coming before the Board shall be presented in the form of motions or resolutions. Upon request of any member, the vote on all resolutions shall be by roll call and the ayes and nayes shall be recorded. All motions shall be entered in full upon the minutes of the meeting.
Amendments of the By-Laws
The by-laws of the Authority shall be amended only by resolution adopted by the affirmative vote of at least three directors of the Authority at a regular meeting or a special meeting held after 5 days notice in writing of the substance of the proposed amendment of the by-laws shall have been sent to each director.
INDUSTRIAL DEVELOPMENT FINANCING AUTHORITY
Samuel N. Hibbard
James W. Moran
Joyce M. Rademaker
J. Worthington Smith
Robert F. Quimby
Adopted January 13, 1976
Amended September 14, 1983