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Munroe Falls City Council will not -- and cannot -- change CIC board composition

by Jeff Saunders | reporter Published: August 21, 2016 12:00 AM
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Munroe Falls -- City Council will not try to change the makeup of the city's community improvement corporation's board of trustees because it cannot legally do so, but Council does want the CIC board to consider changes to its bylaws.

During Council's Aug. 16 regular meeting, Councilor Mike Barnes withdrew a resolution he sponsored to reduce the number of Council members serving on the CIC's 10-member board from three to two. The resolution was introduced for first reading Aug. 2.

"Essentially, Council has no authority over the CIC," said Barnes during Council's Aug. 16 finance and audit committee meeting, before the regular meeting. "I don't see any point in having this legislation on here."

Barnes said Aug. 2 that he felt because Council approves CIC funding, currently at $50,000, it might be a conflict to have so many Council members on the board, and it would be a better idea to have six, rather than five, private citizens on the board.

The CIC was started under a resolution approved by Council in 2009 to aid in economic development by providing loans to businesses, with the funding designed to supplement, not replace, private financing.

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According to the CIC's bylaws, trustees include the mayor, economic development director and three members of Council, specifically the Council president and chairpersons of Council's finance and audit committee and community and economic development committee, with the five remaining trustees elected by the board.

The bylaws also included a provision under which the bylaws can be amended by the CIC board.

"It clearly states that the bylaws shall be amended by the board of trustees, not Council," Law Director Tom Kostoff said during the Aug. 16 finance committee meeting.

During the regular meeting, after withdrawing the resolution, Barnes said he would like the CIC board to review its bylaws and address some issues that he says he believes are a greater concern than the number of Council members serving on the board.

"I really see it as an issue of oversight," said Barnes.

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One issue raised by Mayor James Armstrong and repeated by Barnes involves a question of whether one member alone could constitute a quorum at a meeting under the bylaws, which state, "A majority of the Trustees present at any meeting of the Trustees shall constitute a quorum for the transaction of business at such meeting."

"If you correct that one part of the bylaws, I think the rest will be less serious," said Armstrong.

Barnes said this is a concern because it only takes one member to call a board meeting and a majority present at a meeting, which could possibly be just one member, to fill a board vacancy.

Other areas Barnes said he wants the CIC to look at include:

/ Voting can be done by proxy, with trustees present casting votes for absent trustees.

/ The CIC president, who is currently the mayor, also serves as chairman of the CIC's executive committee, a body of five trustees that provides management of the CIC between board meetings.

/ The CIC board president sets the time and location of meetings.

/ CIC financial obligations only require the signature of two CIC officers to be valid.

/ The CIC board can elect an executive director, who provides management, and works under the direction of the CIC president.

/ Barnes questions the legality of the CIC, which is considered an independent corporation, using city facilities and staff.

"I certainly think we owe the people we serve some oversight and accountability," said Barnes.

"I think a comprehensive view of the bylaws is in order," said Kostoff during the finance committee meeting.

He said later, during the regular meeting, "Certainly if Council has some suggestions for how the CIC can amend its bylaws, that makes sense."

Councilor Jenny Markovich noted that if accountability is the issue, the number of Council representatives on the CIC board should not be reduced.

"I would hate to limit that," she said.

Other Council members, including Barnes, said they would be happy if Council had more leeway in which Council members serve on the CIC board, as it does with other city boards and commissions.

"I think Council should have the authority to choose," said Barnes.

Councilor Steve Stahl, who serves on the CIC board as chairman of Council's finance and audit committee, said this would suit him since he has a difficult time attending CIC meetings because of work commitments.

"That way, people can say, 'yes, I can attend those meetings' or 'no, I can't,'" said Stahl.


Email: jsaunders@recordpub.com

Phone: 330-541-9431

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