HomeMy WebLinkAboutResolution No. 056-14 V ,f - 1 r
RESOLUTION
BE IT RESOLVED by the Common Council of the City of Rochester that the City approve
and adopt the attached Amended and Restated Articles of Incorporation pertaining to the
Destination Medical Center Corporation.
The City Attorney is authorized to take any necessary action needed to file the Amended
and Restated Articles of Incorporation with the Minnesota Secretary of State.
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF
ROCHESTER, MINNESOTA, THIS ,t DAY OF .� r�►-�� 2014.
/4' y/'11
PR SIDENT OF SAID COMMON COUNCIL
All
ATTEST: -_ ,,,w.CITY CLERK
CLERK r
• APPROVED THIS DAY OF CA, (ftru 2014.
MAYOR OF SAID CITY
(Seal of the City of
Rochester, Minnesota)
Res10Wdopt.0MCC ArticlesArridt
•
• AMENDED AND RESTATED ARTICLES OF INCORPORATION
O 1�
DESTINATION MEDICAL CENTER CORPORATION
Destination Medical Center Corporation, a corporation organized and existing pursuant to the
provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes 317A, acting through the Chair of
its Board of Directors, hereby tiles these Articles of Amendment amending and restating its Articles of
Incorporation by deleting them in their entirety and inserting in lieu thercofthe following:
ARTICLE I
Name
The name of the Corporation is Destination Medical Center Corporation(the"Corporation").
ARTICLE 11
Purpose and Activities
The Corporation was established by the City of'Rochester(the "Cit) ') pursuant to Minnesota StatuteS
Section 469.41, subdivision 1, and is organized and shall be operated exclusively for charitable purposes
within the meaning of'Sections 170(c) and 501(c)(3) of*the Internal Revenue Code of 1986, as amended (the
"Code"). '['Ile purpose of this Corporation, as set forth in Minnesota I-aws 2013, Chapter 143, Article 10. is to
benefit the City, and more broadly, Olmsted County (the "County") and the State of Minnesota (tile -State")
by researching, preparing and implementing a inaster development plan, including facilitating public
infrastructure projects and a.variety of development and redevelopment projects, all to promote and provide for
the establishment of'the Citv, the County. and the State as a world destination medical center, and further, to
assist the patients caregivers, residents, employees and visitors in fully experiencing the City as a premier
destination medical centu, while providing extended economic development and opportunities for the City,the
region and the State.
In carrying out the purposes enumerated in this Article Il,`the Corporation shall lessen the burdens of
government by providing the City with expertise in preparing and implementing the development plan to
establish the City, the County, and the State as a destiru:16011 medical center; perform certain essential
government Functions, within the meaning of Code Section 115, including stimulating economic growth and
reducing unemployment; and do any and all other acts and things and exercise any and all other rights and
powers which may be reasonably necessary, incidental, desirable or expedient in the accomplishment otsuch
purposes.
ARTICLE III
Powers
The Corporation shall have those powers which are required by, and are consistent with. the
provisions of Minnesota Statutes Sections 469,40 to 469.67 and the purposes enumerated in Article 11 above.
Within those limitations, the Corporation May'act on its own behalf or as the agent. trustee or representative of
Others; acquire or receive property of every kind by any legal means: hold, manage, tise and dispose of any
property and the income generated by it to further any of the purposes of the Corporation; lease, mortgage or
encumber any such property; and exercise any other powers conferred on the Corporation by Nlinnesom
Statutes Chapter 317A and by any future laws amendatory thereof and supplemental-)- thereto.
ARTICLE IV
Restrictions
Notwithstanding any other provisions of these Articles of Incorporation ("Articles"). the restrictions
• in this Article shall govern the activities of the Corporation.
1
The Corporation shall not engage in any activity which may not be carried on by (a),in organization
which is exempt from federal income taxation under Section 501(a)ofthe Code by virtue of being described in
Section 501(c)(3) of' the Code, or (b)an organization contributions to which are deductible under Section
I 70(c)ofthe Code.
I'ile Corporation shall not directly or indirectly afford pecuniary gain. dividends or other pecuniary
remuneration, incidentally or otherwise, to its directors or officers. and no part of the net earnings of ill",
Corporation shall inure directly or indirectly to the benelit of any private individual, except that the corporation
shall be authorized and empoNvered to pay reasonable compensation for services rendered and :roods received,
to provide indemnification and pay premiums for insurance protection without reimbursement to the full extent
permitted or required by applicable law,and to make payments and distributions in furtherance ofthe purposes
set forth in Article 11 of these Articles.
The Corporation sha11 not, as a substantial part of its activities, attempt to influence legislation by
propaganda or otherwise. The Corporation shall neither directly nor indirectly participate in or intervene in
any political campaign on behalf of; or in opposition to, any candidate for public office, whether by the
publishing or distributing of'stalements or otherwise.
Except as permitted by applicable law, the Corporation shall not lend any of its assets to any officer,
director, or Member ofthe Corporation or guarantee to any other person the payment of a loan by any officer,
director,or member ofthe Corporation.
ARTICLE V
Ret istered Office
The Corporation's registered office in the State shall be located at 201 4th Street SE, Rochester,
Minnesota 5590=1,
ARTICLE VI
Board of Directors
The Management and direction of the business and affairs of" the Corporation shall be vested in a
Board of Directors. As authorized by tNIinrleSota Statutes Section 31"A.201, the Board of Directors shall be
composed of eight directors appointed as provided in Mirlrlesata Statutes Section 469.41, subdivision 2.
Specifically, the composition ofthe Board of Directors shall be as flollows:
(a) The Mayor ofthe City, or the Mayor's designee, subject to approval by the Common Council;
(b) The. Common Council President. or the Common Council President's designee, subject tit
approval by the Common Council;
(c) The Chair or another Member of the County Board of Olmsted County, appointed by the
County Board;
(d) A representative ol'Mayo Clinic appointed by Mayo Clinic;and
(e) Four directors appointed by the Governor of Minnesota, Subject to confirmation by the
Minnesota Senate.
The Bylaws ofthe Corporation shall specify the terms of•office, powers and dUtreS of the directors of
the Corporation, the time and place of their meetings, and such other regulations relating to the Board of'
Directors as may be desired.
2
• ,�lrrrct,r vu
No Personal Liability
The officers, directors, and members of the Corporation shall not be personally liable for the payment
of any debts or obligations of the Corporation, nor shall any property of any officer, director, or member be
subject to the payment of the debts or obligations of the Corporation.
ARTICLE Vill
Beneficiary Organizations
Beeause the Corporation is created to promote the establishment of the City and, more broadly, the
County and the State as a world destination medical center, the Corporation shall have three beneficiary
organizations: the City, the County,and the State.
For the avoidance of doubt, the City, as a beneficiary organization, enjoys the following rights and
powers:
1. Approval of the Development Plan, pursuant to Minnesota Statutes Sections 469.40.
subdivision 6.and 469.43, subdivision 1;
2. All projects presented to the Corporation for approval are subject to the planning, zoning.
sanitary, and building laws. ordinances, regulations. and land use plans that apply to the City:
3. Approval of public infrastructure projects including budget authority for each specific public
in fi'ttsiruclt.ire I:)rojeCt proposed to it by the Corporation tinder Minnesota StatilteS. `�ccticm
469A1,subdivision 13;
4. Approval of any modification to the Development Plan, pursuant to Minnesota St,aniles
Sections 469.43.subdivision 4;
5, Exercising the powers of a port authority for the purposes of implementing the Development
Plan, pursuant to Minnesota.Statutes Sections 469.44,subdivision I:
6. Ability to issue general obligation bonds, revenue bonds,or other obligations,as it determines
appropriate, to finance pUblic infrastructure prgjcctS, putsuatrt to Minnesota Statutes Sections
469.44, subdivision 3;
7. Certain taxing and tax abatement authority,pursuant to Minnesota Statutes Sections 469.45;
8. Eligibility to receive certain State transit and infrastructure aid, as well as County nansit
proceeds, pursuant to Minnesota Statutes Sections 469.446 and 469.ef7;
9. Approval of incurrence of lone-term debt by the Corporation; and
10. Approval of an annual DNICC funding request, provided that the D:VICC must provide a
detailed annual operating budget, worn: plan. and hve year capital miprovement plan to the
City.
'file Bylaws of the Corporation shall specify the additional powers and duties of the Corporation.
consistent vvith Laws of Minnesota. Chapter 143 (201 3-2014 Regular Session), Article 10.
•
3
ARTICLE 1X
Amendments
n_rt.ic_I_ s. The Corporation may alter, amend or restate the Corporation's Articles, subject to the
approval of the City. '['he Corporation's process for altering, amending or restating the Articles is set forth in
this Article IX.
Bylaws. The Corporation's Bylaws may be altered, amended, repealed or restated by the Board of
Directors,as set forth in this Article IX.
Process. Any number of amendments or an entire revision or restatement of the Articles or Bylaws,
may be voted upon at a meeting of the Board of Directors where due notice of the proposed amendment has
been given and shall be adopted upon the affirmative vote of not less than two-thirds (2C3) of all directors
entitled to vote upon the proposed amendment or revision.
AR,r1Cu , X
Dissolution
The Corporation may be dissolved in accordance with the laws of the State of Minnesota. t_;pon
dissolution of the Corporation, the Board or the officers acting under the direction of the Board,shall distribute
the assets of the Corporation in the following order of priority: (I)assets received and held for a special use or
purpose in accordance with the uses and purposes for which the assets have been received and held; (2) costs
and expenses of the dissolution proceediI-WS. including attorney fees and disbursements. and (3) debts,
obligations. and liabilities of'tile Corporation. Any property remaining after the payment of its debts shall be
transferred to the City.County, or State for exclusively public I:,urposes. No provision of these Articles shall be
construed to affect the disposition of property held by the Corporation upon trust or other condition, and upon
• dissolution of' tile Corporation, such property shall be transferred in accordance with the trust or condition
imposed with respect to it.
4
•
IN WI'TNf3SS WHE-Rf"'ON, we hereby certily that the foregoing Restated Articles of Incorporation
were duly approved by the Conenon Council, at a meeting duly noticed for anCI held on 2014,
and duly proposed by the Directors of'the Corporation and CILlly adopted by a majority of the directors voting
thereon, pursuant to Minnesota SlhtU(CS Chapter 317A at a meeting duly noticed for and held on _-___._...........................
_
2014.
— _ _._... --------------._........ - --
Tina Smith, Chair
— --._._....._.._-......
Lisa Clarke, Secretary
STATL OF MlNNl:SOTA )
ss.
COUNTY OF'OLMSTE D )
'The foregohig instrument 4v3s acknowicdged before nle this .---....._. day of...___........_......._................._....._> 2014 by
Tina Srnitlt, Chair, and Lisa Clarke, Secretary, on behalf of the Corporation.
Not Iry I Ihlic
696i3S.DO(SA cr.eion I 1
5
ROCHESTER CITY ATTORNEY
COURT NO'('ICI
February 14, 2014
Attention: Terry Pretzloff, Rochester Police Department
Care Description: Green, Fabian Andres: 5th Degree Assault
Court Fite No: 55-CR-13-7201.
ICR No: 13053947
DOF: 11/2/2013
The above-nmried defendant has appeared in court and denied the charges against hire.
Therefore, you will be required to testify at the following hearing:
Your presence is required at the Jury Trial on 3!12/2014 - 3/14/2014, at
PLEASE CALL "I'Iil? ROCHF S'1 ER CITY ATTORM.Y'S O III—'' THE,, DAY BEFORE
YOUR SCHEDULED APPEARANCE TO CONFIRM 'HIE' DATE AND TIME YOU
\FILL 13E NEEDED TO TESTIFY.
Thank you for your cooperation.
Sincerely,
Robert F. Poblocki
Prosecution Assistant.
328-2 1 10