AMENDED AND RESTATED
ARTICLES OF INCORPORATION
DATED NOVEMBER 17, 2011
ACT 196 TRANSPORTATION AUTHORITY
ARTICLE I
The official name of the Corporation is the Jackson Area Transportation Authority, hereinafter referred to as the " Authority," and it is sometimes simply known and referred to as the Jackson Transportation Authority or JTA. It is organized and operating as a public authority pursuant to 1986 Public Acts 196, as amended, being Michigan Compiled Laws 124.451 et seq ("Act 196").
ARTICLE II
The public transportation purposes for which the Authority is created under Act 196 are:
(1) To plan, promote, purchase, acquire, establish, own, operate, or cause to be operated, maintained, improved, enlarged, or modernized, a public transportation system to provide public transportation and public transportation service using public transportation facilities within the County of Jackson, Michigan, in a service territory comprised of the City of Jackson and any other political subdivision(s) in the County or parts thereof satisfying the legal requirements for inclusion (the "Service Territory");
(2) Services may also be provided outside the Service Territory, if done so pursuant to an actual cost basis contract; and
(3) To do all things necessary, suitable, and/or proper for the accomplishment of the above purposes, and any one or more of them.
ARTICLE III
The Authority shall have no obligation or duty to provide public transportation service outside its Service Territory.
ARTICLE IV
The Authority is hereby empowered to do any lawful act reasonably necessary, proper, suitable, or convenient for the achievement or furtherance of its public transportation purposes and to exercise any power and perform any act permitted by Act 196. The powers shall also include the following specific powers: To levy a tax on the real and personal property located in its Service Territory after approval by a majority vote of the electors therein; to borrow money from a commercial or governmental institution for lawful public transportation purposes upon a majority vote of a quorum of the Board of the Authority; and to contract from time to time to provide public transportation and public transportation service outside of the Authority's Service Territory in accordance with the condition contained in Section 2 of Article II.
ARTICLE V
(1) The Authority shall be directed and governed by a nine (9) person Board of Directors, hereinafter referred to as the "Board."
(2) Members of the Board shall meet the following general qualifications:
(a) Shall have obtained the age of eighteen (18) years of age and be a registered voter within Jackson County, Michigan and a resident thereof.
(b) Shall not be an elected or appointed "public officer" as defined in 1978 Public Acts 566, as amended, being Michigan Compiled Laws 15.181 et seq ("Act 566").
(c) Shall not be a "public employee" as defined in Act 566.
(3) The terms of office of the nine (9) Board members shall be three (3) years and be organized so that the terms of three (3) members shall expire each year at midnight on the last day of March.
(4) All members of the Board shall be selected by the Board according to the following method:
(a) Those members of the Board who were serving on the Board on June 23, 2011 shall fulfill their respective terms of office.
(b) Two (2) seats on the Board shall be at-large seats and shall not be subject to the provisions regarding advice and consent set forth in this Section 4.
(c) Candidates for selection to the Board shall be nominated as provided in the Authority’s bylaws as they may exist from time to time ("Bylaws").
(d) Other than candidates for the two at-large seats, the names of individuals nominated pursuant to the Bylaws for the other seven (7) seats on the Board shall be submitted to local governmental bodies for the advice and consent of the local governmental body prior to the selection of a nominee as a Board member. The City Council for the City of Jackson shall provide advice and consent regarding three Board members; and the Board of Commissioners for the County of Jackson, the Boards of Trustees for Blackman Charter Township, Leoni Township and Summit Township shall provide advice and consent on one Board member each.
(e) The advice and consent by a governmental body can occur in one of two forms: (1) a timely, written affirmative notification that the governmental body supports confirmation of a candidate or (2) the lack of a timely written objection to a candidate by the governmental body.
(f) If a governmental body chooses to file a timely, written objection to a candidate, it may include therein its own nomination of an individual to serve as a Board member who complies with the provision of Section 2 of this Article.
(5) Members shall serve until they resign, are replaced, until he/she no longer meets the qualifications as stated within these Articles, or until a member is removed by the Board because of a failure to fulfill the fiduciary obligations and duties owed to the Authority. If a member is unable to complete a term of office, a successor shall be selected by the Board in accordance with the procedures contained in Section 4 of this Article.
(6) If a local governmental body which provided advice and consent to the selection of a nominee to the Board, as provided in Section 4 of this Article, determines that it is not satisfied with the performance of the Authority and/or the Board member to whose selection it consented, it may adopt a resolution of "no confidence" in the Authority after providing the President of the Authority and the affected Board member, or the designees of either, timely notice and an opportunity to address the governmental body before the vote on the resolution takes place. Upon receipt of the certification of the vote of no confidence, the representative shall tender his or her resignation, to be effective after the selection of a replacement Board member in accordance with the procedures in Section 4 of this Article.
ARTICLE VI
(1) During each calendar year, the Board shal1 hold an annual meeting in March at a date, time and place as shall be fixed by the Board. The Board shall, at its annual meeting, elect as officers a president, vice-president, and secretary/treasurer who shall be members of the Board. The Board may appoint a recording secretary who need not be a member of the Board. The officers and recording secretary shall serve at the pleasure of the Board. The Board may transact such other business as necessary at its annual meeting, including fixing the time and place for regular meetings in the ensuing twelve (12) months. Each year, the Board shall approve an annual report regarding the operational and financial condition of the Authority, which shall be available to the public.
(2) All members of the Board shall be entitled to such compensation and reimbursement by the Authority for actual expenses incurred in the discharge of their duties as may be provided in the Bylaws. In the conduct of the business of the Board, a majority of the Board members then appointed and serving shall constitute a quorum. Except as provided in Article VII below, and as provided in the Authority's Bylaws, a majority of the quorum present sha1l be sufficient for action to be taken by the Board.
(3) The president of the Board may call a special meeting of the Board upon 24 hours notice to all other Board members. The Board shall keep a
written or printed record of every meeting, which shall be held in compliance with 1976 Public Acts 267, as amended, being Michigan Compiled Laws 15.261 et seq ("Act 267").
(4) The Board shall provide a system of accounts to conform to the system required by law and shall provide for the auditing of said accounts once a year by a competent certified public accountant. The Board shall appoint a manager and shall adopt rules, regulations, and policies governing the employees, patrons and facilities under its jurisdiction.
(5) A Board member or any person holding appointment by the Board shall not have any interest either directly or indirectly in any contract entered
into by the Authority, unless all material facts as to the member's interest in the contract are disclosed to the Board, and the Board authorizes, approves or ratifies the contract without counting the vote of the interested member.
(6) The Board of the Authority is ultimately responsible for the performance of its members and of the Authority. The Board sha1l adopt bylaws, policies, and procedures that it deems necessary, suitable and/or proper for the conduct of the business of the Board and for accomplishing the purposes for which the Authority is created.
ARTICLE VII
(1) The Authority may be dissolved in accordance with the statutory provisions contained in Act 196. The Authority may not be dissolved or its articles amended if such dissolution or amendment would or could operate as an impairment of any authorized bond obligation.
(2) These Articles of Incorporation may be amended at any time by a two thirds (2/3) vote of the Board members appointed and serving at that time. Unless provided otherwise in the text of the amendment, the amendment becomes immediately effective after approval of the Board.
(3) If the Articles of Incorporation or amendments thereto are required by law to be published in a local newspaper, they shall be published in The Jackson Citizen Patriot.
ARTICLE VIII
(1) The Authority became operative and the original Articles of Incorporation effective on the 1st day of November 1986.
(2) These Articles were amended on the dates set forth below:
(a) December 14, 1993
(b) December 19, 1995
(c) November 25, 1997
(d) March 17, 1998
(e) November 12, 1998
(f) October 27, 2011
(g) November 17, 2011
The foregoing articles of incorporation were adopted by an affirmative vote of a majority of the members serving on the governing body of the Jackson Transportation Authority at a meeting duly held on the day of November, 2011.
______________________________ ____________________
David Mikelonis, Secretary Date
Bylaws Cover Letter
JTA existing Articles of Incorporation as of August 20 2010
New Section 2 19 of JTA Bylaws - companion to Sept 1 2011
Draft Articles September 1 2011 Draft Articles
Amended Articles of Incorporation 2011