HomeMy WebLinkAbout2011-14 Support the Amended Articles of Association of the Northwest CO Council of Government/Economic Development District f
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RESOLUTION NO. 14
Series of 2011'
A RESOLUTION OF THE COUNCIL OF THE TOWN OF VAIL, COLORADO IN SUPPORT OF
THE AMENDED ARTICLES OF ASSOCIATION OF THE NORTHWEST COLORADO COUNCIL
OF GOVERNMENTS /ECONOMIC DEVELOPMENT DISTRICT AND SETTING FORTH
DETAILS IN REGARD THERETO.
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WHEREAS, the Town of Vail (the "Town "), in the County of Eagle and State of Colorado'
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is a home rule municipal corporation duly organized and existing under the laws of the State of
Colorado and the Town Charter (the "Charter ");
WHEREAS, the members of the Vail Town Council (the "Council ")have been duly elected
and qualified;
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WHEREAS, a the Northwest Colorado Council of Governments ( "NWCCOG ") is a 3
regional governmental organization;
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WHEREAS, the NWCCOG has expressed the desire to organize an Economic g.
Development District pursuant to US Code Title 42, Chapter 38, Subchapter II, Establishment of
Economic Development Partnerships;
WHEREAS, the Economic Development District creates opportunities for funding for the
region, individual communities, and businesses that might not otherwise be available.
Additionally, the District designation provides economic support for programs, data collection and
analysis, and other critical economic support activities that would not be available without the
financial support created by the District;
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WHEREAS, in order to accomplish the creation of the Economic Development District
under Federal requirements, the NWCCOG must create an EDD Board of Directors which must
be reflected in the Articles of Association;
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WHEREAS, the Amended Articles of Incorporation have been submitted to all member
jurisdictions for their review and ratification attached hereto as Exhibit A;
WHEREAS, the Town is a member in good standing of the current NWCCOG.
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NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
VAIL, COLORADO THAT:
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Section 1. The Council hereby ratifies the amended Articles of Association of the
Northwest Colorado Council of Governments /Economic Development District.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of I
the Town of Vail held this 2 day of August, 2011.
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Richard Clevelan , T; $M
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Town Clerk •.
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SEAM,
Resolution No. 14, Series 2011 �C ORAQO
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COU1dC1t OF, OVERNM 15 M EM O
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TO: NWCCOG Member Jurisdictions
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FROM: Pamela 5 Caskie, Executive Director
DATE: July 13, 2011
SUSJ: Economic Development District and NWCCOG Articles of Association
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For the past 24 months, the NWCCOG has been working towards participation in the Federal program of
designating Economic Development Districts. After many months of hard work and collaboration with
partners from around the region, we are nearing the end of the process. Our flint proposal with the Economic E
Development Administration for the governing organization for the District was not accepted and we proposed
another solution which will operate with the Association known as NWCCOG to be both the COG and the EDD
with two separate governing organizations under the same Association.
Last Thursday, the EDA approved our proposed amended Articles of Association and By -laws for the EDD.
Today, pursuant to the current NWCCOG Articles of Association, we are submitting them to you for {
ratification. They make no changes to the COG as You know it but instead add an additional governing body
to oversee the EDD and add a coordination Team of two from each governing body to deal with issues that i
Impact both sides of the organization. There will be no new dues required to support the activities of the
District but new programs will be developed that should help in your efforts to create a vital economic
environment in your community. Additionally, some communities and businesses may qualify for funding that
was not previously open to them as a result of the district designation.
We really need your help fast tracking this. The EDA took some time to review our latest documents and we
have just 3 weeks to get a majority of our member communities to ratify these amendments. If you would
please help us with this, we will appreciate it greatly.
We have prepared a recommended resolution and have provided you with both a clean copy and a marked up
copy of the Article of Association amendments, for your own comparison purposes. If you have any questions
or we can assist in any way to accomplish this resolution at your next meeting, please contact me at your
earliest convenience.
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BYLAWS OF THE
NORTHWEST COLORADO COUNCIL OF GOVERNMENTS
ECONOMIC DEVELOPMENT DISTRICT
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ARTICLE I
Adoption and Effect
These Bylaws shall become effective upon the adoption thereof by a majority of the voting
representatives of the Northwest Colorado Council of Governments Economic Development
District (hereinafter, the " District" or "EDD Board ") at any regular meeting, and shall not be
construed to operate in contravention of any provision of the Articles of Association, Northwest
Colorado Council of Governments /Economic Development District ( "Articles of Association ").
Any provision herein determined to be contrary to or in violation of the Articles of Association
shall be null, void, and of no effect.
ARTICLE II
Representation, and Votina
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I. Representation
The EDD Board shall consist of no less than fifty -one percent (51 %) governmental
representatives and no less than thirty -five percent (35 %) non - governmental representatives.
The EDD Board shall comprise the following representation:
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a. One (1) elected official, or their chief administrative official, from each county
within the District, to be appointed by the individual county.
b. Six (6) representatives of the municipalities located within Region 12, to be
elected by ballot vote of the Council..
C. One (1) representative from a non - governmental stakeholder organization from
each county within the District, to be appointed by the individual county.
d. One (1) representative of the Colorado Mountain College, to be appointed by the
College President.
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e. One (1) representative from the State office of Workforce Development, to be
appointed by the Colorado Workforce Center.
f. One (1) representative from the resort industry, to be appointed in the first year
by the NWCCOG Council and thereafter to be appointed by the EDD Board of
Directors
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g. One (1) representative from the health care industry, to be appointed in the first`
year by the NWCCOG Council, and thereafter to be appointed by the EDD Board
of Directors
h. One (1) representative from each Member Jurisdiction located outside of Region ('
12, appointed by the jurisdiction.
i. Each appointing authority may also appoint or elect one alternate for each
representative it appoints or elects to the Board.
2. EDD Board Officers
EDD Board officers shall be elected by majority vote of the representatives. Officers shall serve
for a term of two (2) years from the date of their election.
a. h iC a rman The Chairman shall preside at all meetings of the EDD Board and shall
be the chief officer of the EDD Board.
b. Vice Chairman The Vice Chairman shall exercise the functions of the Chairman g
in the Chairman's absence or incapacity.
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C. Secretary- Treasurer The Secretary- Treasurer shall exercise the functions of the
Vice Chairman in the absence or incapacity of the Vice Chairman and shall
perform such other duties as may be consistent with the office of Secretary-
Treasurer or as may be required by the Chairman.
3. Term of Representation
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Each representative shall serve a two year term unless sooner replaced by the appointing
authority. Representatives shall serve on the EDD Board at the will of the appointing authority. s
All representatives serving on the original EDD Board shall serve from the EDD Board's
inception until the second January following the EDD Board's creation.
4. Allocation of Voting Riahts
Each representative shall be entitled to vote on any matter that requires a vote by the Board.
Each representative shall have a total of one vote. Only the representatives of those appointing
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authorities whose dues payments are current are entitled to cast a vote at a meeting of the
EDD Board.
5. Quorum
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A quorum shall consist of no less than seven representatives or their alternates. To pass a
budget or set dues, the majority of the representatives comprising the quorum shall be t
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government representatives.
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{ 6. Telephone Polling
in order to achieve a uorum, the EDO Board may y poll by telephone, not more than two
representatives, with respect to a specific matter before the EDO Board on motion or
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resolution. Such telephone polling shall constitute the equivalent of a physical presence at the
meeting of the representative(s) so polled, shall be carried out by the Chairman, and the results
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of the poll reported to the EDD Board by the Chairman. The minutes for the meeting shall
reflect that a telephone poll was taken, the results thereof, and the representative(s) polled by
telephone. Further, a memorandum of the telephone poll shall be approved and signed by the
polled representative. If the representative(s) does not approve and sign the memorandum,
the action upon which the vote, including the poll, was taken shall be null, void and of no effect. g,
7. Electronic Voting ='
With prior approval by the EDD Board, the representatives may vote via electronic means on
subjects not related to the budget or the setting of dues.
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ARTICLE III'
Annual Dues Assessmrnt Policies r
1. Dues Assessment and Payment
a. The EDO Board will receive a dues payment from the Council equal to 50% of the
EDD's adopted budget minus other revenues received or budgeted to be
received. }
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b. The EDD Board shall adopt a voluntary dues structure that applies to private
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sector representation, to offset the costs of adding the private sector
representatives to the EDD Board and to be applied toward matching the federal'
dollars.
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C. By August 31st, the EDD Board shall send notices stating the amount of the next
calendar year's annual dues assessment. Confirmation of intention to pay the
assessment is due to the EDD Board by October 31st. Dues assessments are due
and payable on an annual basis by February 28` ".
2. Required Withdrawal from EDD Board
In the event of non - payment of dues the EDD Board may by majority vote require that the non-
paying entity withdraw its representation on the EDD Board. s
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ARTICLE IV
Financial Management
1. Annual Budget
Each year between October 1 and October 15, the Chairman shall submit, by mail, to the EDD
Board an estimate of the budget required for the operation of the EDD Board during the
ensuing calendar year.
2. Funding Sources r
The EDD Board is specifically empowered to contract or otherwise participate in and to accept
grants, funds, gifts or services from any Federal, State or local government or its agencies or
instrumentality thereof, and from private and civic sources, and to expend funds received
therefrom, under provisions as may be required of and agreed to by the EDD Board, in
connection with any program or purpose for which the EDD Board exists.
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3. Accounting }
The EDD Board shall arrange for a systematic and continuous record of its financial affairs and
transactions and shall obtain an annual audit of its financial transactions and expenditures.
ARTICLE V
Executive Staff
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1. Hiring and Termination
The NWCCOG Executive Committee shall appoint professional Executive Staff who shall serve at
the pleasure of the EDD Board, and may be hired and/ or terminated only by a vote of the
Council pursuant to Article II Section 3 of the Amended and Restated Bylaws of the Northwest
Colorado Council of Governments.
2. Du tlel
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The Executive Staff shall serve as the general administrators of the EDD Board and shall oversee
the daily affairs in a manner that carries out the will of the EDD Board, including but not limited
to the following authority:
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a. The Executive Staff shall implement personnel policies, and shall hire, supervise
and terminate employment for the staff of the EDD Board.
b. The Executive Staff shall have the authority to enter into contracts for services
and materials on behalf of the EDD Board provided, however, that the EDD
Board has previously approved budget items encompassing such services and
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materials, and the contracts implement items in the Work Program approved by
the EDD Board. In no event may the Executive Staff enter into contracts in
excess of $20,000. The Executive Staff shall have the authority to dispose of, by
sale or exchange, property and equipment of the EDD Board up to and including
a value of $1,000 per unit or market lot, as appropriate, without prior approval
of the EDD Board. Upon approval of the EDD Board or Executive Committee, as
{ appropriate, the Executive Staff may dispose of EDD Board property or
equipment valued in excess of $1,000. i
C. The Executive Staff shall have the authority to bind the EDD Board during the
course of contract negotiations with present or future contractors with the EDD
Board provided, however, that the specific contract under negotiation has
previously been approved by the EDD Board. The Executive Staff shall have the
authority to implement change orders and contract amendments consistent with
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the intent and purpose of previously approved contracts. 1
ARTICLE VI
Amendment
These Bylaws may be amended by resolution of the EDD Board, approved b majority vote of
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the EDD Board.
ARTICLE VII
Rules of Order
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Except as otherwise provided in these Articles, Robert's Rules of Order shall prevail for the
conduct of business of the EDD Board.
ARTICLE VIII i
Meetings
The EDD Board shall meet a minimum of four times each calendar year. All such meetings shall
be open to the public.
ARTICLE IX
Committees t
The EDD Board may establish advisory committees as may be necessary from time to time.
ARTICLE X
Indemnification
The EDD Board shall indemnify, to the extent permitted by law, any person who is an officer,
agent, fiduciary or employee of the EDD Board against any claim, liability or expense arising
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against or incurred by such person as a result of actions reasonably taken by him at the
direction of the EDD Board. The EDD Board shall further have the authority to the full extent
permitted by the law to indemnify its directors, officers, agents, fiduciaries and employees
against any claim, liability or expense arising against or incurred by them in all other
circumstances and to maintain insurance providing such indemnification.
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AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
NORTHWEST COLORADO COUNCIL OF GOVERNMENTS ECONOMIC DEVELOPMENT DISTRICT
Gelerade P and ManagwnepA
Reg+eR X#
A RTICLE
General Provislons
101. Establishment of the Ceyac 1 Northwest Colorado Council of Governments /Economic
Development District
A. The Member Jurisdictions, as deflAed heFein, heFeby establish an Assee
known as of Northwest Colorado Council of Governments "hweiRASf- "-L"Council !" or a=
"_ NWCCOG 4 ") hereby establish an organization known as the Northwest Colorado
Council of Governments /Economic Development District INWCCOG /EDD) The
NWCCOG /EDD will serve as an Association of Governments pursuant to Article XIV,
Section 18 of the Colorado Constitution and Ses#ieAS 29 -1 -201: et seq., 29 -1-
401 and 29 -1 -402, Gele.Rey.Staf Revised Statutes: and as an Economic
Development District pursuant to U.S Code Title 42 Chapter 38 Subchapter II
Establishment of Economic Development partnerships The geographic area of the
NWCCOG /EDD shall comprise the Counties of Eagle Grand Jackson Pitkin and Summit
B. The purposes and functions of the NWCCOG /EDD shall comprise regional council of
,government activities, set forth in Article 11, and economic development activities set
forth in Article III,
102. The NWCCOG /EDD regional council of government activities shall be under the
authority of the Council as described in Article 11. and the Economic Development District
activities shall be under the authoritv of the EDD Board.
103. The activities of the Council and the EDD shall be coordinated by a Coordination Team
comprising 2 individuals from the Council and 2 individuals from the EDD Board
ARTICLE II
Purpose. Function and Powers of the Council
201. Purpose
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The Council shall promote regional cooperation and coordination among local governments and '
between levels of government for the geographic area comprising the Counties of Eagle, Grand,
Jackson, Pitkin, and Summit, hereinafter referred to as the "Region ".
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The need for a Council of Governments is based on the recognition that people in the Region
form a single community and are bound together not only physically, but economically and
socially. It is the purpose of the Council through its participating membership, staff and
programs, to provide local public officials with the means of responding more effectively to the
local and regional problems of this Regional community.
In order to assure the orderly and harmonious development of the Region, and to provide for
the needs of future generations, it is necessary for the Council to serve as an advisory
coordinating agency to harmonize the activities of Federal, State, County and Municipal
agencies within the Region, and to render assistance and service and create public interest and
participation for the benefit of the Region.
A regional approach to problem solving and service delivery offers economies of scale reduces
redundancies, and allows each of the member Jurisdictions access to funds not Bygilable when
acting alone. Cooperative efforts among local governments enhance the capacity to address ;
regional issues in the most cost - effective way.
202. Functions
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The Council shall promote regional coordination and cooperation through activities designed
to:
A. Strengthen local governments and their Individual capacities to deal with local
problems.
B. Serve as a forum to identify study and resolve area -wide problems.
C. Develop and formulate policies involving Regional problems.
D. Promote intergovernmental cooperation through h
g p such activities as reciprocal furnishing
of services, mutual aid and parallel action as a means to resolve local, as well as
Regional, problems.
E. Provide the organizational framework to ensure effective communication and
coordination among governmental bodies.
F. Serve as a vehicle for the collection and exchange of Regional information.
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G. Develop Regional comprehensive plans.
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H. Serve as a spokesman for local governments on matters of Regional and mutual
concern.
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I. Encourage action and implementation of Regional plans and policies by local, State and
Federal agencies.
J. Provide, if requested, mediation in resolving conflicts between members aAdethefand
other parties.'
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K. Provide a mechanism for delivering financial assistance, in the form of loans, or
otherwise, to public or private, for profit or nonprofit ventures, deemed to be in the
public interest and to fulfill the purposes and functions of the Council, gas- desGAbed `
FROM NAY at 99CAOR 203-.W-,4AfFa-.,
L. Provide technical and general assistance to members within its staff and financial
capabilities. These services are inclusive of, but not limited to:
1. Identify issues and needs which are Regional and beyond the realistic scope of
any one local government.
2. Compile and prepare, through staff and from members, the necessary $
information concerning the issues and needs for Council discussion and decision.
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3. Debate and concur in a cooperative and coordinated Regional action to meet the
need or issue.
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4. Implement the details of the cooperative action among affected member
governments, using such devices as interlocal contracts and agreements, parallel
ordinances or codes, joint performance of services, transfers or consolidations of
functions, or special subordinate operating agencies.
5. And, in general,
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a. Arrange contracts among officials on an intergovernmental basis.
b. Publish reports on functional programs.
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C. Publish current information of Regional interest.
d. Provide advice and assistance on physical land use planning and other
functional programs.
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e. Sponsor Regional training programs.
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f. Negotiate cooperative agreements.
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g. Sponsor or oppose legislation on behalf of the Region and its units of
local government.
203. Powers
The Council shall, for the purpose of fulfilling its purposes and functions, be a body politic and
corporate, and as such, be subject to all rights, duties and obligations as such may affect the
members of such Council whereby its activities are of a Regional, area -wide or multi -
governmental nature and further, shall constitute the entity to perform those Regional or area -
wide functions which may be authorized by Federal or State statute. To effectuate such
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powers, the Council shall:
A. Be the approving and contracting agent for all Federal and State regional grants, as
required.
B. Constitute the governmental entity for the purpose of receiving State or Federal
assistance to area -wide or Regional governmental entities through designation as
grantee for such grants.
C. Constitute the governmental entity for any existing entities that are Regional in nature
and any new entity, Regional in nature, which may be required to be created as a new
board or commission by State or Federal statute and, to consummate such purpose,
these Articles shall be amended from time to time.
D. Serve as the Area Clearinghouse and Project Notification Review Agency.
E. Serve as the Regional Planning Commission pursuant to Section 30-28 -105, C.R.S.
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I F. Exercise all powers set forth in Section 29 -1 =201, et seq., C.R.S., and Article XIV,
Section 18, Colorado Constitution.
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G. Accept contributions from member local governments or from any other source,
`3 commit them to a general fund or funds, or a special fund or funds, and disburse the
same for such purposes as the Council may direct at the time the fund or funds are
established or at any time thereafter.
H. Revolving Loan Fund. Subject to the approval of the Board of Directors, a Revolving
Loan Fund may be created to assist in the financing of either public or private, for profit
or nonprofit ventures, where the retention or creation of employment and the
consequent public revenue or benefit to the health, safety and welfare of the Region is
i deemed by the Board to be in the public interest. The Board shall appoint a Revolving
Loan Fund committee of nine persons, one from each county in the service area, under
criteria as it shall establish. The Board shall also appoint nine alternates in the event of
the inability of any committee member to attend a meeting. The NWCCOG Executive
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Staff or senior staff member shall serve as a non- voting, ex- officio member of the loan
fund committee. The Revolving Loan Fund will create policy for review and approval of
its loans including criteria established by agencies of origination from which
capitalization of the Revolving Loan Fund is achieved. In addition, such loans shall be
made in full compliance with the Colorado Constitution, the Colorado Revised Statutes
and applicable Federal law and regulations. The Revolving Loan Fund committee shall
adopt Bylaws for the conduct of its affairs and the administration of the Revolving Loan
Fund. Such Bylaws shall not be effective until approved by the Board of Directors of the
Council.
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ARTICL"
204. Membership
304—.A. Initial Membership. The Council shall be composed of the following Counties
and Municipal Corporations ( "Member Jurisdictions "):
1. Counties: Eagle, Grand, Jackson, Pitkin, and Summit
2. Municipal Corporations: Aspen AveR I-
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,-,, Dillon,- Eagle ,-Fraser ,-Frisco ,-Granby Grand Lake Gypsum ,-Hot Sulphur
Springs ,-Kremmling,-Minturn ,-Montezuma ,-Red Cliff,-Silverthorne Vail
and Winter Park Glenwood Sorin ts, Steamboat Sorinsts, and Carbondale.
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302. B. Additional Members r
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Newly femed Any other municipal corporations within the Region Aaay- eliaib a to
become a MembeF JwFisd of the Council by subscribing to the these
Articles of Association and Council Bylaws and paying the applicable assessment of dues.
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303. - 205. Termination of Membership
Any member government may withdraw from membership in the Council as follows:
a-- A resolution or ordinance shall be adopted by the governing body of the Member
Jurisdiction, following notice and public hearing, including findings that it is in the best
interest of the public to withdraw from membership in the Council`
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2— Written notice of intent to withdraw from the Council b the governing b f
{ Y g g ody o the
Member Jurisdiction shall be submitted to the Executive Committee, together with a {<
copy of the duly adopted ordinance or resolution, by June 15, of the year prior to the
effective date of withdrawal which date shall be January 1. Provision of services and all
other rights and privileges of membership shall remain in effect from the date of written
notice of the intent to withdraw and shall terminate on the effective withdrawal date.
Any withdrawing Member Jurisdiction shall make a written request to the Executive
Director of the Department of Local Affairs and the Governor to revise the designation
of Planning and Management Region XII to reflect the member's withdrawal from
NWCCOG.
ARTICLE IV
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206. Council Bylaws
The Council, acting by resolution at any regular or special meeting, may enact or amend Bylaws'
in order to efficiently conduct its affairs including creation of and delegation of authority to an
Executive Committee, establishment of representation and voting rights of members on the E'
Council, establishing responsibilities of officers and key personnel. Such Bylaws may not
contravene or supersede any provision of these Articles. }
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TICLE VIII
504 AFUGlwr. C ewtie 11.+ {s
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Purpose, Function, and Powers of the Economic Development District
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301. Purpose, `
The EDD shall promote regional cooperation intergovernmental cooperation and coordination
on economic development activities among local governments and private sector for the
Reograohic area of the District. The geographic area of the District shall include the Counties o
Eagle Grand Jackson Pitkin and Summit Counties and all of the incorporated municipalities
within these counties.
302. unctions
Economic Development functions shall include: Directing the activities of the Economic
Development District towards the accomplishments of the goals obiectives and action plans
continued in the Comprehensive Economic Development Strategy; apply for funding that
supports these efforts, convene organizations and individuals who purpose is also to work on
strengthening the economy within the define region oversee and operate the District with
regarding to fiscal management, budgetin . reporting and gmplovee hiring firing and
supervision The EDD Board will be required to cooperate on the hiring supervision and E
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termination of the ioint Executive Director. The District is responsible for updating of the CEDS
and other such economic development activities as directed by the EDD Board.
0�, 3_ EDD Board
A. All economic development functions of thq NWCCOG /EDD shall be directed by the EDD
Board.
B. The EDD Board shall consist of no less than fifty -one percent (5196) governmental
representatives and no less than thirty -five percent (3596) non - governmental
representatives. The membership shall comprise the following representation:
1. One (1) elected official, or their chief administrative official, from each county
within the District, to be appointed by the individual county.
2. Six (6) representatives of the municipalities located within Region 12, to be
elected by ballot vote of the Council.
3. One (1) representative from a non - governmental stakeholder organization from
each county within the District, to be appointed by the individual county.
4. One (1) representative of the Colorado Mountain College. to be appointed by the
College President.
5. One (1) representative from the State office of Workforce Development, to be
appointed by the Colorado Workforce Cenjer.
6. One (1) representative from the resort industry, to be appointed in the first year
by the NWCCOG Council and thereafter to be appointed by the EDD Board of Directors
7. One (1) representative from the health care industry, to be appointed in the first
year by the NWCCOG Council, and thereafter to be appointed by the EDD Board of
Director
8. One (1) representative from each Member Jurisdiction located outside of Region
12, appointed by the iurisdiction.
9. Each appointing authority may also appoint or elect one alternate for each
representative it appoints or elects to the Board. I;
304. Bylaws
The EDD Board acting by resolution at any regular or special meeting may enact or amend
Bylaws in order to efficiently conduct its affairs including creation of and delegation of authority
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to an Executive Committee, establishment of representation and voting rights on the Board
and, establishing responsibilities of officers and key personnel. Such Bylaws marmot
contravene or supersede any provision of these Articles.
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ARTICLE IV
Effective Date ind Amendment
491. Articles: Effective Date
These Amended and Restated Articles of Association shall regulate and govern the affairs of the
Gowneil. NWCCOG /EDD. These Articles shall become effective upon their adoption by the
Council and the EDD Board and ratification by a majority of the Member Jurisdictions of the
Council
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502- Articles: Amendment
These Articles may be amended v resolution approved by the
Council by FeselutieRand the EDD Board provided that at least one week's notice in writing be
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given to all Council members and EDD Board members, setting forth such amendment, and that
the approved amendment be ratified by a majority of the Member Jurisdictions: of the Council, j
and the private and public sector entities within the Economic District.
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-s AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
NORTHWEST COLORADO COUNCIL OF GOVERNMENTS/ ECONOMIC DEVELOPMENT DISTRICT
ARTICLE I
General Provisions
101. Establishment of Northwest Colorado Council of Governments /Economic Development
District
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A. The Member Jurisdictions of Northwest Colorado Council of Governments ( "Council" or
"NWCCOG ") hereby establish an organization known as the Northwest Colorado Council
of Governments /Economic Development District (NWCCOG /EDD). The NWCCOG /EDO
will serve as an Association of Governments pursuant to Article XIV, Section 18 of the
Colorado Constitution, and Section 29 -1 -201 et seq., 29 -1 -401 and 29- 1-402, Colorado
Revised Statutes; and as an Economic Development District pursuant to U.S Code Title
42 Chapter 38, Subchapter II Establishment of Economic Development partnerships.
The geographic area of the NWCCOG /EDD shall comprise the Counties of Eagle, Grand,
Jackson, Pitkin, and Summit.
B. The purposes and functions of the NWCCOG /EDD shall comprise regional council of
government activities, set forth in Article II, and economic development activities set
F forth in Article III.
102. The NWCCOG /EDD regional council of government activities shall be under the
authority of the Council as described in Article II, and the Economic Development District
activities shall be under the authority of the EDD Board.
103. The activities of the Council and the EDO shall be coordinated by a Coordination Team
comprising 2 individuals from the Council and 2 individuals from the EDD Board.
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ARTICLE If
Purpose. Function and Powers of the Council
201. Purpose
The Council shall promote regional cooperation and coordination among local governments and
between levels of government for the geographic area comprising the Counties of Eagle, Grand,
' Jackson, Pitkin, and Summit, hereinafter referred to as the "Region ".
The need for a Council of Governments is based on the recognition that people in the Region
form a single community and are bound together not only physically, but economically and
socially. It is the purpose of the Council through its participating membership, staff and
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P ro to provide local public officials with the means of responding more effectively to the
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local and regional problems of this Regional community.
In order to assure the orderly and harmonious development of the Region, and to provide for
the needs of future generations, it is necessary for the Council to serve as an advisory
coordinating agency to harmonize the activities of Federal, State, County and Municipal
agencies within the Region, and to render assistance and service and create public interest and
participation for the benefit of the Region.
A regional approach to problem solving and service delivery offers economies of scale, reduces
redundancies, and allows each of the member jurisdictions access to funds not available when
acting alone. Cooperative efforts among local governments enhance the capacity to address
regional issues in the most cost - effective way.
202. Functions
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The Council shall promote regional coordination and cooperation through activities designed
to:
A. Strengthen local governments and their individual capacities to deal with local
problems.
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B. Serve as a forum to identify study and resolve area -wide problems.
C. Develop and formulate policies involving Regional problems.
D. Promote intergovernmental cooperation through such activities as reciprocal furnishing
of services, mutual aid and parallel action as a means to resolve local, as well as
Regional, problems.
E. Provide the organizational framework to ensure effective communication and
coordination among governmental bodies.
F. Serve as a vehicle for the collection and exchange of Regional information.
G. Develop Regional comprehensive plans.
H. Serve as a spokesman for local governments on matters of Regional and mutual
concern.
I. Encourage action and implementation of Regional plans and policies by local, State and
Federal agencies.
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J. Provide, if requested, mediation in resolving conflicts between members and other
parties.
K. Provide a mechanism for delivering financial assistance, in the form of loans, or
otherwise, to public or private, for profit or nonprofit ventures, deemed to be in the
public interest and to fulfill the purposes and functions of the Council,.
L. Provide technical and general assistance to members within its staff and financial
capabilities. These services are inclusive of, but not limited to:
1. Identify issues and needs which are Regional and beyond the realistic scope of
any one local government.
2. Compile and prepare, through staff and from members, the necessary
information concerning the issues and needs for Council discussion and decision.
3. Debate and concur in a cooperative and coordinated Regional action to meet the
need or issue.
4. Implement the details of the cooperative action among affected member
governments, using such devices as Interlocal contracts and agreements, parallel
ordinances or codes, joint performance of services, transfers or consolidations of
functions, or special subordinate operating agencies.
S. And, in general,
a. Arrange contracts among officials on an intergovernmental basis.
b. Publish reports on functional programs.
C. Publish current information of Regional interest.
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d. Provide advice and assistance on physical land use planning and other
functional programs.
e. Sponsor Regional training programs.
f. Negotiate cooperative agreements.
g. Sponsor or oppose legislation on behalf of the Region and its units of
local government.
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203. Powers
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The Council shall, for the purpose of fulfilling its purposes and functions, be a body politic and if
corporate, and as such, be subject to all rights, duties and obligations as such may affect the
members of such Council whereby its activities are of a Regional, area -wide or multi-
governmental nature and further, shall constitute the entity to perform those Regional or area -
wide functions which may be authorized by Federal or State statute. To effectuate such
powers, the Council shall:
A. Be the approving and contracting agent for all Federal and State regional grants, as
required.
B. Constitute the governmental entity for the purpose of receiving State or Federal
j assistance to area -wide or Regional governmental entities through designation as
grantee for such grants.
C. Constitute the governmental entity for any existing entities that are Regional in nature
and any new entity, Regional in nature, which may be required to be created as a new
board or commission by State or Federal statute and, to consummate such purpose,
these Articles shall be amended from time to time.
D. Serve as the Area Clearinghouse and Project Notification Review Agency.
E. Serve as the Regional Planning Commission pursuant to Section 30-28 -105, C.R.S.
F. Exercise all powers set forth in Section 29-1 -201, et seq., C.R.S., and Article XIV, Section
18, Colorado Constitution.
G. Accept contributions from member local governments or from any other source,
is
commit them to a general fund or funds, or a special fund or funds, and disburse the
same for such purposes as the Council may direct at the time the fund or funds are
established or at any time thereafter.'
H. Revolving Loan Fund. Subject to the approval of the Board of Directors, a Revolving
Loan Fund may be created to assist in the financing of either public or private, for profit`
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or nonprofit ventures, where the retention or creation of employment and the
consequent public revenue or benefit to the health, safety and welfare of the Region is
deemed by the Board to be in the public interest. The Board shall appoint a Revolving
Loan Fund committee of nine persons, one from each county in the service area, under
criteria as it shall establish. The Board shall also appoint nine alternates in the event of
the inability of any committee member to attend a meeting. The NWCCOG Executive
Staff or senior staff member shall serve as a non - voting, ex- officio member of the loan
fund committee. The Revolving Loan Fund will create policy for review and approval of
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its loans including criteria established by agencies of origination from which
capitalization of the Revolving Loan Fund is achieved. In addition, such loans shall be #`
made in full compliance with the Colorado Constitution, the Colorado Revised Statutes
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d pp
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and applicable Federal law and regulations. The Revolving Loan Fund committee shall
adopt Bylaws for the conduct of its affairs and the administration of the Revolving Loan
' Fund. Such Bylaws shall not be effective until approved by the Board of Directors of the
Council.
204. Membership
A. Initial Membership. The Council shall be composed of the following Counties and
Municipal Corporations ( "Member Jurisdictions "):
1. Counties: Eagle, Grand, Jackson, Pitkin, and Summit
2. Municipal Corporations: Aspen, Basalt, , Dillon, Eagle, Fraser, Frisco, Granby,
Grand Lake, Gypsum, Hot Sulphur Springs, Kremmling, Minturn, Montezuma,
Red Cliff, Silverthorne, Vail, Walden, and Winter Park, Glenwood Springs,
Steamboat Springs, and Carbondale.
B. Additional Members. Any other municipal corporations within the Region are eligible to
E become members of the Council by subscribing to these Articles of Association and
Council Bylaws and paying the applicable assessment of dues.
205. Termination of Membership
Any member government may withdraw from membership in the Council as follows:
A. A resolution or ordinance shall be adopted by the governing body of the Member
Jurisdiction, following notice and public hearing, including findings that it is in the best
interest of the public to withdraw from membership in the Council.
B. Written notice of intent to withdraw from the Council by the governing body of the
Member Jurisdiction shall be submitted to the Executive Committee, together with a
copy of the duly adopted ordinance or resolution, by June 15, of the year prior to the
effective date of withdrawal which date shall be January 1. Provision of services and all
other rights and privileges of membership shall remain in effect from the date of written
notice of the intent to withdraw and shall terminate on the effective withdrawal date.
Any withdrawing Member Jurisdiction shall make a written request to the Executive
Director of the Department of Local Affairs and the Governor to revise the designation
of Planning and Management Region XII to reflect the member's withdrawal from
NWCCOG.
206. Council Bylaws
The Council, acting by resolution at any regular or special meeting, may enact or amend Bylaws
in order to efficiently conduct its affairs including creation of and delegation of authority to an
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Executive Committee, establishment of representation and voting rights of members on the
Council, establishing responsibilities of officers and key personnel. Such Bylaws may not
contravene or supersede any provision of these Articles.
ARTI
Purpose Function and Powers of the Economic Development District
301. Purpose.
The EDD shall promote regional cooperation, intergovernmental cooperation, and coordination
on economic development activities among local governments and private sector for the
geographic area of the District. The geographic area of the District shalt include the Counties of
Eagle, Grand, Jackson, Pitkin, and Summit Counties and all of the incorporated municipalities
within these counties.
302. Functions
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Economic Development functions shall include: Directing the activities of the Economic
Development District towards the accomplishments of the goals, objectives, and action plans
continued in the Comprehensive Economic Development Strategy; apply for funding that
supports these efforts, convene organizations and individuals who purpose is also to work on f '
strengthening the economy within the define region, oversee and operate the District with
regarding to fiscal management, budgeting, reporting, and employee hiring, firing and
supervision. The EDD Board will be required to cooperate on the hiring, supervision and
termination of the joint Executive Director. The District is responsible for updating of the CEDS
and other such economic development activities as directed by the EDD Board.
303. EDD Board
A. All economic development functions of the NWCCOG /EDD shall be directed by the EDD
Board.
B. The EDD Board shall consist of no less than fifty -one percent (51%) governmental
representatives and no less than thirty -five percent (35%) non - governmental
t representatives. The membership shall comprise the following representation:
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1. One (1) elected official, or their chief administrative official, from each county
within the District, to be appointed by the individual county.
2. Six (6) representatives of the municipalities located within Region 12, to be
elected by ballot vote of the Council.
3. One (1) representative from a non - governmental stakeholder organization from
each county within the District, to be appointed by the individual county.
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4. One (1) representative of the Colorado Mountain College, to be appointed by the
College President.
5. One (1) representative from the State office of Workforce Development, to be
appointed by the Colorado Workforce Center.
6. One (1) representative from the resort industry, to be appointed in the first year
by the NWCCOG Council and thereafter to be appointed by the EDD Board of Directors I
7. One (1) representative from the health care industry, to be appointed in the first
year by the NWCCOG Council, and thereafter to be appointed by the EDD Board of
Directors
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8. One (1) representative from each Member Jurisdiction located outside of Region )`
12, appointed by the jurisdiction.
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9. Each appointing authority may also appoint or elect one alternate for each $'
representative it appoints or elects to the Board.
304. Bylaws
The EDD Board acting by resolution at any regular or special meeting may enact or amend
Bylaws in order to efficiently conduct its affairs including creation of and delegation of authority'
to an Executive Committee, establishment of representation and voting rights on the Board
and, establishing responsibilities of officers and key personnel. Such Bylaws may not
contravene or supersede any provision of these Articles.
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ARTICLE )`
Effective Date and Amendment
401. Articles: Effective Date
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These Amended and Restated Articles of Association shall regulate and govern the affairs of the
NWCCOG /EDD. These Articles shall become effective upon their adoption by the Council and
the EDD Board and ratification by a majority of the Member Jurisdictions of the Council. x '
402. Articles: Amendment
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These Articles may be amended by resolution approved by the Council and the EDD Board,
provided that at least one week's notice in writing be given to all Council members and EDD
Board members, setting forth such amendment, and that the approved amendment be ratified
by a majority of the Member Jurisdictions of the Council, and the private and public sector
entities within the Economic District.
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