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HomeMy WebLinkAboutResolution - 77-157 - Authorizing Participation in the Suburban Health Nursing Service; Directing the Execution and Delivery of a Joint Powers Agreement; and Designating a Representative of the City as Its Member on the Board - RESOLUTION NO. 77-157 RESOLUTION AUTHORIZING PARTICIPATION IN THE SUBURBAN HI,ALTH 14URSING SERVICE; DIRECTING THE EXECUTION AND DELIVERY OF A JOINT POWERS AGREEMENT; AND DESIGNATING A REPRESENTATIVE OF THE CITY AS ITS MEMBER ON THE BOARD OF THE SUBURBAN HEALTH NURSING SERVICE WHEREAS, the City of Eden Prairie is authorized by Minnesota Statutes, Section 471.59 to enter into joint and cooperative agreements with other governmental units, and WHEREAS, the City Council has duly established a board of health and assigned it duties as provided in Minnesota Statutes, Section 145. 913, and ' WHEREAS, the City Council has determined that the City cooperate with other municipalities in providing community health nursing services and home health services: NOW,- THEREFORE, BE IT RESOLVED by the City Council of EdenPrairie _ Minnesota, as follows: 1. The Mayor and (Clerk) (Manager) are authorized and directed to execute the attached Joint and Cooperative Agreement providing for membership of the City in the Suburban Health Nursing Service. 2 . In accordance with the provisions of the Joint and Cooperative Agreement, the Council hereby designates Betty Johnson as its first director on the Board of Directors of the Suburban Health Nursing Service. 3. The City Clerk is directed to file a copy of the executed agreement together with a certified copy of this resolution with the City Manager of the City of Crystal. • Y . • f DRAFT 8/11/77 Reu-:'sed JOINT AND COOPERATIVE AGREEMENT ARTICLE I. PARTIES The parties to this agreement are governmental units of the State of Minnesota. This agreement is made pursuant to Minnesota Statutes, ' Section 471. 59, as amended, and Minnesota Statutes, Sections 145 . 911 to 145. 922. ARTICLE II. GENERAL PURPOSE The purpose of this agreement is to establish an organization to provide, to the extent permitted by law, community health nursing services and home health services in the participating governmental units. ARTICLE III. NAME The name of the organization established by this agreement is the SUBURBAN HEALTH NURSING SERVICE. The name may be changed in accordance with Article XII. ARTICLE IV. DEFINITIONS Section 1. Subdivision 1. In this agreement the terms defined in this article have the meanings given them. Subd. 2. "Act" means Minnesota Statutes, Section 471.59 (the Joint Powers Act) and 145. 911 to 145. 922 (the Community Health 40 Services Act) , collectively. Subd. 3. "Board" or "Board of Directors" means the Board of Directors established by Article VII. Subd. 4 . "City" means a city located in whole or in part in Hennepin County, Minnesota. Subd. 5. "Council" means the governing body of a city. Subd. 6. "Member" means a city which is a party to this agreement. Subd. 7. "Community health nursing services" and "home health services" have the meanings given those terms by the Act. Subd. 8. "Service" means the Suburban Health Nursing Service, the joint and cooperative organization created by this agreement. Subd. 9. "Statutory cities" means cities organized under Minnesota Statutes, Chapter 412 . ARTICLE V. MEMBERSHIP Section 1. Any city in Hennepin County which has complied with the provisions of Section 145. 913, Subdivision 2, of the Act may be a member of the Service. Sec. 2 . A city desiring to become a member shall execute a copy of this agreement and conform to the organizational provisions of Article VI. Sec. 3. The initial members shall be those members who become members on or before December 1, 1977. Sec. 4. A city desiring to become a member after December 1, 1977 may be admitted only upon the favorable vote of two-thirds of the votes of the members of the Board of Directors. The Board may in its by--laws impose conditions on the admission of additional members. -2- t. • Sec. 5. A change in the governmental boundaries, structure, classification or organization of a city does not affect the eligibility of a city, otherwise eligible under section 1, to become or remain a member. ARTICLE VI. - ORGANIZATIONAL MATTERS Section l. ' A city may become a member by proper execution of a copy of this agreement pursuant to authorization by resolution of its City Council. The clerk or other appropriate officer of the city shall file the executed copy of the agreement, together with a certified copy of the authorizing resolution with the city manager of the City of Crystal, Minnesota . The resolution authorizing the execution of the agreement shall also designate the city's first director on the Board. Sec. 2 . This agreement is effective on the date when executed agreements of cities whose population totals 100, 000 have been filed as provided in section 1. Sec. 3. Within 30 days after notification by the city manager of Crystal of the effective date of this agreement, the Mayor of the member having the largest population shall convene the first meeting of the Board, which meeting shall be held within 15 days thereafter. Sec. 4. The first meeting of the Board shall be the organizational meeting of the Service. At the organizational meeting and at each annual meeting thereafter, the Board shall select from among the directors a chairman, a vice-chairman and a secretary--treasurer,, who shall serve until the first annual meeting of the Board. -3- Sec. 5. At the organizational meeting, or as soon thereafter • as it may reasonably be done, the Board shall adopt by-laws governing its procedures, including the time, place, notice for and frequency of its regular meetings, procedures for calling special meetings, and such other matters as are required by this agreement. The Board may amend the by-laws from time to time. The Board shall meet at least once each year and at such other times as may be provided in the by-laws. ARTICLE VII. GOVERNING BODY: BOARD OF DIRECTORS Section 1. The governing body of the Service is its Board of Directors . Each member is entitled to one director on the Board. Each director is entitled to one vote on the Board. Sec. 2 . A director shall be appointed by resolution of the City Council for a term of one year, beginning on January 1 and terminating on December 31. The terms of directors appointed by initial members shall expire on December 31 of the year following their appointment. Directors shall serve until their successors are appointed and qualify. Directors shall serve without compensation from the Service, but a member may compensate a director for service ' k on the Board if such compensation is otherwise authorized by law. Sec. 3 . The Board may provide in its by-laws for the appointment of alternate directors and prescribe the extent of their powers and duties. Sec. 4 . Vacancies in the office of director exists for any of the reasons set forth in Minnesota Statutes, Section 351. 02, or upon E a revocation of a director 's appointment by a member duly filed with • the Service. Vacancies shall be filled by appointment for the unexpired portion of the term of director by the council of the member whose position on the Board is vacant. Sec. 5. A majority of the votes of the Board of Directors _ constitutes a quorum, but a smaller number may adjourn from time to time. ARTICLE VIII. POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. The powers and duties of the Board of Directors of the Service are set forth in this Article. Sec. 2. The Board may make such contracts and enter into such agreements as it deems necessary to make effective any power granted to the Service by this agreement. It may contract with any of its members or others to provide space, services or materials on behalf of the Service. Sec. 3. It may provide for the prosecution, defense, or other participation in actions or proceedings at law in which it may have an interest, and may employ counsel for that purpose. It may employ _ such other persons as it deems necessary to accomplish its powers and duties. Such employees may be on a full-time or part-time, or consulting basis as the Board determines, and the Board may make any required employer contributions on behalf of its employees which cities are authorized or required to make by law. The Board may designate a member to contract for services or purchases on its behalf. The Service shall have no taxing power. The Board may -5- accumulate reserve funds and may invest and re-invest funds not • needed for current expenses in the manner and subject to the limitations applicable by law to statutory cities. The Board may incur obligations in excess of funds then available to Service. Sec. 4 . The Board shall make a financial accounting and report to the members at least once each year. The books and records of the Service shall be open and available for inspection by members at all reasonable times. Sec. 5. The Board may accept gifts, apply for and use grants of money or other property from members from agencies of the state or federal governments or from other governmental units or organizations, and may enter into agreements required in connection therewith, and may hold, use, and dispose of such moneys or property in accordance with the terms of the grant, gift or agreement relating thereto. Sec. 6 . The Board shall establish the annual budget for the Service as provided in Article X. Sec. 7. The Board may, in its by-laws, establish an executive committee and may delegate duties and authority to such a committee between Board meetings. Sec. 8. The Board may purchase public liability insurance " and such other security bonds and insurance as it may deem necessary. Sec. 9 . The Service, and its Board of Directors, shall have and may exercise all powers relating to the provision of community health nursing services and home health services which have been granted to local boards of health pursuant to Section 145.914 of the Act. r Sec. 10. The Board may exercise any other power necessary and convenient to the implementation of the powers and duties given to it by this agreement. ARTICLE IX. OFFICERS Section 1. The officers of the Board are a chairman, a vice- chairman, and a secretary-treasurer, elected by the Board at the annual meeting, for a term of one year and until their successors are elected and qualify. New officers shall take office at the adjournment of the annual meeting at which they were elected. An officer must be a duly qualified and appointed director. Sec. 2. A vacancy in the office of chairman, vice-chairman, or secretary-treasurer shall occur for any of the reasons for which ia vacancy in •the office of director shall occur. Vacancies in these offices shall be filled by the Board for the unexpired portion of the term. Sec. 3. The chairman shall preside at all meetings of the Board. The vice-chairman shall act as chairman in the absence, disqualification or disability of the chairman. Sec. 4 . The secretary-treasurer is responsible for keeping a record of all the proceedings of the Board, for custody of all funds, . for keeping of all financial records of the Service, and for such other duties as may be assigned to him by the Board. Persons may be employed to perform such services under his supervision and direction as may be authorized by the Board. The secretary-treasurer shall post • a fidelity bond or other insurance against loss of Service funds -7- in the amount specified by the Board. The cost of such bond or • insurance shall be paid by the Board. The Board may provide for compensation of the secretary-treasurer for his services. ARTICLE X. FINANCIAL MATTERS Section 1. The fiscal year of the Service is the calendar year. Sec. 2. Service funds may be expended in accordance with the procedures established by law for statutory cities. Orders, checks, drafts shall be signed by the chairman and countersigned by the secretary-treasurer or such other person as may be designated by the Board in its by-laws. Other legal instruments shall be executed on behalf of the Service by the chairman and the secretary- treasurer. Contracts shall be let and purchases mace in accordance with the procedures established by law for statutory cities. Sec. 3. The activities of the Service shall be financed by funds available to the Service under Article VIII, and as provided in this section. The amount of operating funds necessary for the fiscal year 1978 and for that portion of the fiscal year 1977 in which the Service is established shall be established by the Board at its organizational meeting and set forth in an interim budget adopted at that meeting. Each member shall be responsible for its pro rata share of the interim budget costs based upon a per capita charge as determined by the board. Sec. 4 . An annual budget shall be adopted by the Board at its annual meeting. Copies of the budget shall be mailed promptly to the chief administrative offices of each member. The budget is -8- deemed approved by the members except a member which has given .notice of withdrawal in accordance with Article XI. Sec. 5. The Board in its by-laws shall establish a procedure for preparation of the annual budget and the prompt collection of funds due and owing from members. The budget procedure shall provide that the budget be made available to members no later than June 1 of each year. ARTICLE XI. DURATION AND DISSOLUTION Section 1. The Service shall exist, and this agreement is in effect, for an indefinite term until dissolved in accordance with section 3 of this Article. Sec. 2. A member may withdraw from the Service by filing a • written notice with the secretary-treasurer by June 1 of any year giving notice of withdrawal at the end of that calendar year; and membership shall continue until the effective date of the withdrawal. A notice of withdrawal may be rescinded at any time by a member. If a member withdraws before dissolution of the Service, the member shall have no claim on the assets of the Service. Sec. 3. The Service shall be dissolved whenever the withdrawal of a member reduces total membership in the Service to less than the number of members required for organization of the Authority under Article VI, Section 2. The Service may be dissolved at any time by unanimous vote of all the members of th4 Board of Directors. Sec. 4 . In the event of dissolutions, the Board shall determine the measures necessary to effect the dissolution and shall provide Oor the taking of such measures as promptly as circumstances permit, subject to the provisions of this agreement. Upon dissolution of the Service all remaining assets of the Service, after payment of obligations, shall be distributed pro rata among the then existing members and in accordance with procedures established by the Board. The Service shall continue to exist after dissolution for such period, no longer than six months, as is necessary to wind up its affairs, but for no other purpose. ARTICLE XII. TRANSITIONAL AND MISCELLANEOUS MATTERS Section 1. The name of the organization created by this agreement may be changed when deemed appropriate by the Board, Out only upon a 75% majority vote of the Board of Directors taken at. a regular meeting of the Board. If the name of the organization is so changed, the Board shall provide in its by-laws for necessary measures to effect the change in official and unofficial documents, papers, and other essential respects. Sec. 2. It is the intention of the parties to this agreement that the organization created thereby is the successor to the Suburban Public Health Nursing Service now in existence, pursuant to Minnesota Statutes, Sections 145. 08 , Subdivision 3, and 148 .12, Subdivision 2 . - It is further the intention of the parties that any funds made available to the organization created by the agreement from assets of the present Suburban Health Nursing Service shall be 40sed exclusively for the purposes of this agreement. -10- . { IN WITNESS WHEREOF, the undersigned city has caused this agreement to be executed by its duly authorized officers and delivered, together with its authorizing resolution, on its behalf. i By - is Mayor By I s (Clefk) Dated: �i �977 , 1977. M�V Filed in the office of the City Manager of the City of Crystal, this' • day c, 1977. John T. Irving City Manager City of Crystal _�1_