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CR 96-154 Suburban Alliance - Intent To Dissove Joint PowersSteven C. e City Manager T Y O h • September 25, 1996 P K X Council Report 96 -154 SUBURBAN ALLIANCE — RESOLUTION DECLARING INTENT TO DISSOLVE JOINT POWERS ORGANIZATION Proposed Action Staff recommends adoption of the following motion: Move to approve Resolution 96 -77 declaring intent to dissolve relationship with West Hennepin Human Services Planning Board, aka Suburban Alliance, effective January 31, 1997 and providing for its orderly dissolution. Adoption of this motion will set in place the City of Hopkins position with regard to Suburban Alliance issues. Overview For 20 plus years the City of Hopkins has been part of the West Hennepin Human Services Planning Board, also known as Suburban Alliance. As a member of the joint powers organization the City of Hopkins has been responsible for appointing members to the Planning Board and has had obligations to provide funding to the organization. During the past year to year and a half the agency has experienced financial difficulties, and in fact, has spent itself into a deficit position. Staff has been analyzing this organization for the past two months in an attempt to determine a best solution to the financial and organizational difficulties facing Suburban Alliance. In conjunction with the cities of Plymouth, St. Louis Park, and Minnetonka, Hopkins staff has formulated a plan which is being presented to all of the member cities, proposing a dissolution of this organization and preparing for the creation of a new planning body. Staff supports this recommendation and the findings which are attached and incorporated in the memorandum to the Mayors and City Councils of the West Hennepin area, dated September 23. Primary Issues to Consider • How was the debt accumulated and what source of funds is proposed for Hopkins debt repayment? • What is the effect of the proposed plan on Hopkins residents? Supporting Information • Correspondence, West Hennepin Human Services Joint Powers Cities, September 23, 1996 • Joint and cooperative agreement, West Hennepin Human Services Planning Board Council Report 96 -154 Page 2 Staff Analysis of Issues • How was the debt accumulated and what source of funds is proposed for Hopkins debt repayment? From the information received, it appears that Suburban Alliance operated efficiently and within specified budgets for those years leading up to 1995. In 1995 the organization expended funds in excess of its revenues somewhere between $100,000 and $130,000. The level of this debt is yet to be fully determined, but is proposed to be established prior to closeout of the organization. The reason the debt was accumulated appears to be two - fold. First of all, the organization moved from a free rent location in St. Louis Park to a rental location costing $3,000 per month in the City of Hopkins. This additional $36,000 overhead expense created a drain on financial capacities of the organization. Additionally, revenues decreased within the organization due to cut -backs in program revenues, and it appears that the organization failed to adequately reduce staff and other overhead expenses to compensate for this reduction in revenues. The effect of these events caused the organization to create a cash flow problem wherein they were receiving revenues which were not keeping pace with expenses, and decisions were made to cover overhead and salary expenses instead of paying program providers for services already rendered. Most of the programs provided by Suburban Alliance are pass - through agency types of programs where the agency would receive funds and pass the money on to a direct service provider. The debt Which has been accumulated is primarily a result of those direct service providers not receiving their allotted reimbursements. The financial information provided to the City also indicates that the debts that were incurred, were all incurred during 1995, and there has been no additional debt incurred through 1996. Repayment of this debt appears to be the responsibility of the member cities and it is proposed that this debt be repaid on a per capita basis by each of the member municipalities. Within the report there is an estimate of the City of Hopkins obligation, assuming a $130,000 debt. Under that scenario, the City of Hopkins would be responsible for $11,132.10 of the debt, with the remainder being paid by other member cities. Staff is proposing that this expenditure be made out of the 1996 budget by way of using our contingency funds. Hopkins is still responsible for payment of the 1996 operating allocation. Dissolution of this joint powers organization will only occur if all of the member cities withdraw from the organization. The plan which is proposed suggests that all cities declare their intent to dissolve; implement a proposed action plan to orderly resolve all of the issues, both personnel and programs; and provide for an orderly transition to a new organization to be established in 1997. Council Report 96 -154 Page 3 • What is the effect of the proposed plan on Hopkins residents? The primary purpose of the West Hennepin Human Services Planning Agency, aka Suburban Alliance, was originally to provide for planning and coordination of social service programming in the Westem Suburbs. Over the 20 plus years of this organization, they expanded their role to include providing some direct services and to act as a clearing house for federal, state, and county funds to other direct service providers such as food shelves, housing programs, and energy assistance programs. As such, the dissolution of this organization becomes difficult in that the direct programs must be relayed to another organization or dissolved with a minimal impact on those residents who use and need the social service programs authorized and administered through Suburban Alliance. The proposed action plan intends to close the agency over a three to four month period, and also proposes to hand programs off to other agencies who are equipped or can become equipped to handle case load levels within Hopkins and the remainder of the West Hennepin area. Whether or not the new organization will pick up these programs and provide direct services again is yet to be determined, and is proposed to be discussed during the first half of 1997. It is hoped that the administration of this orderly dissolution will result in a negligible effect on Hopkins residents. Mayor and City Council of Hopkins c/o Mr. Steve N ielke, City Manager 1010 First St. Hopkins, MN 55343 Dear Mr. Mielke: West Hennepin Human Services Joint Powers Cities September 23, 1996 During the past weeks you have heard about the status of the West Hennepin Human Services Planning Board, also known as Suburban Alliance. Since July several of the city members of the joint powers agreement have worked to try to resolve the financial and functional difficulties of Suburban Alliance. Unfortunately, it does not seem that Suburban Alliance can continue as an organization. At a September 5 meeting of the joint powers cities, a majority of the member cities (12 of 21 cities) reached consensus to recommend to the city councils to dissolve Suburban Alliance. Attached is a report on Suburban Alliance for your city council. The report spells out the legal and financial obligations of the joint powers cities. This report was reviewed with the Suburban Alliance Board of Directors on September 17, and they concur with the proposed plan. The report requests that your city council pass a resolution declaring intent to dissolve Suburban Alliance on January 31, 1997. We hope that you can schedule action by your city council during October. Please forward a copy of the adopted resolution to: Kathy Lueckert, City of Plymouth, 3400 Plymouth Boulevard, Plymouth, 55447. The financial obligations of the joint powers cities to pay the Suburban Alliance debt and close out costs are not insignificant. We are working diligently to identify the bottom line and determine the actual obligation of each city. We will forward the number to you as soon as practicable. Thank you for your cooperation. Please give us a call if you have questions. Steve Mielke Geralyn Barone Kathy Lueckert Wally Wysopal Hopkins Minnetonka Plymouth St. Louis Park 939 -1326 939 -8200 509 -5052 924 -2519 MEMORANDUM West Hennepin Human Services Joint Powers Cities DATE: September 23, 1996 TO: Mayors and City Councils of West Hennepin Area FROM: On behalf of West Hennepin Human Services Joint Powers Cities: Steve Mielke (Hopkins City Manager), Geralyn Barone (Minnetonka Assistant City Manager), Kathy Lueckert (Plymouth Assistant City Manager) and Wally Wysopal (St. Louis Park Assistant City Manager) SUBJ: Report on the Status of West Hennepin Human Services Board (also known as Suburban Alliance) and Request to Declare Intent to Dissolve Suburban Alliance as of January 31, 1997 ACTION REQUESTED: The West Hennepin Human Services Planning Board (also known as Suburban Alliance) is no longer a viable organization because of significant debt and inability to perform its core functions of human services planning and coordination. During the summer, staff from several of the Suburban Alliance joint powers cities and from Hennepin County have met with Suburban Alliance. Attempts to resolve the outstanding debt issues, keep the agency financially solvent, and provide core services have proven fruitless. The best option is to dissolve the West Hennepin Human Services Planning Board. We request that you receive the following report on the status of the West Hennepin Human Services Planning Board, review the action plan and approve a motion declaring intent to dissolve West Hennepin Human Services Planning Board as of January 31, 1997. BACKGROUND: The West Hennepin Human Services Planning Board was formed by a joint powers agreement in 1973. In recent years, the organization has employed the name Suburban Alliance. Its purpose was to "...provide an organization through which the parties may jointly and cooperatively coordinate the providing of human services, both publicly and privately, in the territory of the parties " In addition to planning and coordinating human services, the board also provided a forum for citizen participation in human services. One impetus for forming not only the West Hennepin Board but also the Northwest Hennepin Human Services Planning Board and the South Hennepin Human Services Board is that some of the state and federal human services funding received by Hennepin County requires citizen input and participation. At the time the three boards were created, Hennepin County and the cities agreed that such planning and participation is best done at the local level. Joint Powers Cities Report on Suburban Alliance, Page 2 Eight cities were the original members of the Suburban Alliance board. Over time, the number of member cities has grown to twenty one, but an additional four cities receive services but provide no funding. Each member city can appoint two individuals to the Suburban Alliance Board. At their discretion, the board also can appoint various "at large" representatives. Because the size of the board (currently well over forty individuals) makes for unwieldy decision making, the board appoints an executive committee. This group effectively manages the organization. In its twenty three years of existence, Suburban Alliance has expanded its scope from the original functions of human services planning and coordination. Suburban Alliance has managed the Energy Assistance Program (state funding), managed Emergency Services contracts for Hennepin County, and provided home energy audits for NSP. Its planning and coordination funding has been provided by the joint powers cities and by Hennepin County. It also spawned two other organizations. Community Builders works to provide housing options for low income residents of western Hennepin County. The Suburban Hennepin Anti- Racism Coalition (SHARC) seeks to combat racism and encourage tolerance. Suburban Alliance has a tradition of human services advocacy and grass -roots citizen participation. Through the years Suburban Alliance and the joint powers cities have not had an active working relationship. DISCUSSION: Unbeknownst to the joint powers cities, Suburban Alliance ended 1995 with expenditures exceeding revenues. Nearly all of the debt was owed to emergency services providers: Interfaith Outreach, Interchurch (ICA), WECAN, and STEP. Money also is owed to Twin Cities Voice Mail. These organizations had provided services during 1995, but had not been reimbursed for these services by Suburban Alliance. Under the Hennepin County emergency services contract, Suburban Alliance was to approve the emergency services vouchers and to pay them with funding from the County. It appears that some of the emergency service dollars earmarked for the providers was used to pay other obligations of Suburban Alliance. The problem was compounded by increased overhead expenses, due to an office relocation and rental market conditions at the time. During the spring, Hennepin County held discussions with Suburban Alliance about repaying the debt. In May, the Suburban Alliance Executive Director resigned. Suburban Alliance was unable to devise a repayment plan and to provide planning and coordination services which met the requirements of Hennepin County. In July, Hennepin County staff decided to recommend to the Hennepin County Board the termination of all contracts with Suburban Alliance, effectively shutting down the agency. Hennepin County staff then contacted the joint powers cities and informed them of this recommendation. In general, the call from Hennepin County was the first time the member cities were made aware of Joint Powers Cities Report on Suburban Alliance, Page 3 the scope of the Suburban Alliance problem. The cities requested a one month delay in this recommendation, to see if a solution could be devised. City staff from Hopkins, Minnetonka, Plymouth and St. Louis Park have sought a solution during the last weeks. A workable solution to keep the agency open does not seem possible. With great reluctance, a recommendation to close Suburban Alliance was made to all twenty one joint powers cities in early September. There seems to be consensus among the cities to close the agency's doors by September 30, 1996 and to dissolve the joint powers agreement by January 31, 1997. The focus now has shifted to two issues: the orderly shut -down of Suburban Alliance, and the opening of discussions with Hennepin County about a new human services planning and coordination structure. The city attorneys of Minnetonka and Plymouth/St. Louis Park have stated that legally the joint powers cities are responsible — jointly and severally —for the payment of the debt and costs associated with the agency shut down. The extent of the financial obligation will be discussed in the next section. The cities have devised an action plan to deal with all of the issues surrounding the shut down. This plan is attached. No deadlines are assigned to any of the action steps because the details are still under development. All member cities of the joint powers agreement must adopt a resolution dissolving the agency.. The joint powers agreement specifies that member cities have until August 1 of each year to declare their intent to leave the joint powers agreement at the end of the calendar year. If even one city does not take action to dissolve the agency, then Suburban Alliance will continue to exist until January 31,1998. This would not be a desirable situation. FINANCIAL IMPLICATIONS: The 1995 audit of Suburban Alliance, completed in 1996, pointed to some of the agency's fiscal problems. While in 1996 Suburban Alliance appears to be operating within its budget, it is doing so without repaying 1995 debt and without having staff to perform core services. The primary reasons for the 1995 debt seem to be: • Suburban Alliance did not react promptly to cutbacks in federal and state funds, keeping staff employed without adequate funds for their salaries Funding sources, such as emergency service dollars, were commingled in order to pay salaries. • Suburban Alliance, in 1994, was compelled to relocate from free space in St. Louis Park to leased space in Hopkins. The lease is for five years. Monthly rent is $3,000, and leasehold improvements were made which involve an additional $2,000 each quarter. Suburban Alliance has other outstanding obligations in addition to the debt owed to the emergency services providers. Listed below are estimates of these obligations: Joint Powers Cities Report on Suburban Alliance, Page 4 1995 Obligations Emergency Services Providers $ 66,400 Federal Emergency Mgmt. Agency 4,274 Hennepin County Planning Contract 9,603 TwinCities Voice Mail • g_ Subtotal $ 88,277 Deferred Revenues $ 14,500 Total $102,777 Twin Cities Voice Mail provides a service to individuals who may not be able to afford telephone service but need a means to receive messages for job searches, etc. Attached is a spreadsheet summarizing Suburban Alliance's projected revenue and expenditures for 1996. In addition, there are unknown 1996 obligations. Estimates of the total amount for which the joint powers cities are liable range from $100,000 to $177,000. A spreadsheet is attached which shows the potential obligation of each city, based on population. It assumes that the cost of debt repayment and close -out costs will be around $130,000. This number does not include any obligations for the remainder of the office space lease, which could be as much as an additional $130,000. We do not yet know how or when the city obligations will be paid, but our intent is to finalize the obligation number before December 31, 1996. The first priority will be debt repayment to the emergency service providers. Hennepin County has indicated its willingness to assist the cities with close out costs by continuing its planning and coordination funding for Suburban Alliance through the end of 1996. This funding will help reduce the overall obligation of each city. The current Suburban Alliance office manager will assist with the agency close -out through the end of the year. This individual will administer the emergency services contract for Hennepin County until the end of 1996. Hennepin County is exploring options available for emergency services for the first six months of 1997. It is likely that either the north or south human services planning boards will manage the emergency services contracts through June 1997. The joint powers cities feel strongly that an independent audit of the agency's books is in order, both now and at the agency's dissolution on December 31, 1996. The audit will determine the final financial obligation of each joint powers city. A CPA familiar with human services planning boards and non -profit organizations may be used to conduct these audits. Joint Powers Cities Report on Suburban Alliance, Page 5 FUTURE OF HUMAN SERVICES PLANNING: The staff of the joint powers cities and county staff feel strongly that there is a need for human services planning and coordination in western Hennepin County. During the fall, the cities will begin discussions with Hennepin County about creating a new entity to do human services planning and coordination. The goal is to hr'e this new structure in place by July 1997. We have Teamed valuable lessons from this experience. It is likely that the new structure will have the active involvement of staff and/or elected officials from the member cities. Suburban Alliance provided a valuable service for over twenty years. However, the joint powers cities welcome this opportunity to look at what human service needs exist in the 1990s, and examine the best way to meet these needs well into the next century. RECOMMENDED ACTION: We recommend that the City Council adopt the attached resolution which states the intent of the joint powers cities to dissolve the West Hennepin Human Services Board effective December 31, 1996. Another resolution, formally dissolving the organization, will be presented in December. Should you have questions, please give any of us a call: Steve Mielke Hopkins 939 -1326 Geralyn Barone Minnetonka 939 -8200 Kathy Lueckert Plymouth 509 -5052 Wally Wysopal St. Louis Park 924 -2519 1 Joint Powers Cities Report on Suburban Alliance, Page 6 City of Res. 96 - DECLARING INTENT TO DISSOLVE RELATIONSHIP WITH WEST HENNEPIN HUMAN SERVICES PLANNING BOARD, A.K.A. SUBURBAN ALLIANCE, EFFECTIVE JANUARY 31,1997 AND PROVIDING FOR ITS ORDERLY DISSOLUTION WHEREAS, the West Hennepin Human Services Planning Board, also known as Suburban Alliance, was established by joint powers agreement in 1973 to provide human services planning and coordination in western Hennepin County; and WHEREAS, Suburban Alliance has provided valuable service to western Hennepin County, but due to financial difficulties is no longer able to perform its core functions of human service planning and coordination; and WHEREAS, county and city staffs recommend the dissolution of Suburban Alliance effective January 31, 1997; and WHEREAS, county and city staffs recommend exploring new options for providing human services planning and coordination which can address current needs in western Hennepin County; and WHEREAS, the joint powers cities recognize and accept their obligation to pay the debts and closing costs of Suburban Alliance; NOW THEREFORE, BE IT RESOLVED by the City Council of the City of that it declares its intent to dissolve its relationship with the West Hennepin Human Services Planning Board, also known as Suburban Alliance, effective January 31, 1997; and BE IT FURTHER RESOLVED that City Staff are directed to discuss with Hennepin County and the other joint powers cities possible alternatives for human services planning and coordination in western Hennepin County. Adopted by the City Council on 1 Suburban Alliance — Proposed Action Steps Legal ♦ Suburban Alliance Board of Directors continues to act as legal entity authorized to take actions necessary to close agency ♦ City Councils dissolve joint powers agreement and therefore the organization Financial • Conduct independent preliminary review and audit of agency to determine exact financial status ♦ Close out existing contracts; finalize emergency service arrangements with Hennepin County for remainder of 1996 and first six months of 1997. • Settle lease issues • Collect debts owed organization • Sell assets • Finalize outstanding obligations (debt and close -out costs) and submit payment obligations to joint powers cities by December 31, 1996. ♦ Conduct independent final audit of Suburban Alliance • Collect outstanding financial obligations from joint powers cities Logistical • Establish agency close date of December 31, 1996. Office closes September 30, 1996. ♦ Inventory physical assets /sell physical assets ♦ Provide information/assistance to employees • Retain current office manager to assist in coordination for agency close • Begin discussions with Hennepin County about new human services planning and coordination structure for western Hennepin County Public Relations • Western Hennepin Human Services Planning Board (a.k.a. Suburban Alliance) created in 1973 by cities in western Hennepin County to provide human services planning and coordination • Suburban Alliance has provided valuable service to the citizens of western Hennepin County, but is no longer a viable organization ♦ Recommendation to close Suburban Alliance difficult for cities to make ♦ Cities and Hennepin County remain committed to human services planning and coordination; this is still an important need • Exciting opportunity to work with Hennepin County to develop human services planning and coordination which meets today's needs in western Hennepin County Revenues Dept of Economic Security Hennepin County Member Municipalities NSP Audit Program Rent/Fiscal Agency Total Revenues Expenditures' i ik Direct Assistance Personnel Related Non Personnel Related Total Expenditures Revenues Less Expenditures West Hennepin Human Services Planning Board Summary of Projected Revenues & Expenditures (4/96) 12 Month Period Ending December 1996 Energy Citizen Home Assistance Participation Emergency Energy Program & Coordination Services Au i s Other Total $1,022,500 $1,022,500 82,900 116,600) 199,500 35,000 35,000 76,300 76,300 39,900 39,900 $117,900 $116,600 $76,300 $39,900 $1,373,200 $1,022,500 $775,600 130,200 116,700 $1,022,500 $104,800 $14,000 $894,400 57,700 10,200 21,200 18,600 237,900 60,200 1,600 17,100 21,300 216,900 $117,900 $116,600 $52,300 $39,900 $1,349,200 $0 $0 $0 $24,000 Board Meeting July 16, 1996 $0 $24,000 Suburban Alliance Joint Powers Cities —Debt and Close -out Obligations City Name Population % of Total % of 130K Deephaven 3,621 1.88 $ 2,437.67 Excelsior 2,367 1.23 $ 1,593.47 Hopkins 16,536 8.56 $ 11,132.10 Independence 2,952 1.53 $ 1,987.30 Long Lake 1,951 1.01 $ 1,313.42 Loretto 494 0.26 $ 332.56 Maple Plain 2,094 1.08 $ 1,409.69 Medicine Lake 373 0.19 $ 251.10 Medina 3,628 1.88 $ 2,442.38 Minnetonka 50,569 26.19 $ 34,043.24 Minnetrista 3,758 1.95 $ 2,529.90 Mound 9,592 4.97 $ 6,457.37 Orono 7,444 3.85 $ 5,011.33 Plymouth * 28,696 14.86 $ 19,317.92 Shorewood 6,613 3.42 $ 4,451.90 Spring Park 1,757 0.91 $ 1,182.82 St. Louis Park 43,641 22.60 $ 29,379.28 St. Bonifacius 1,192 0.62 $ 802.46 Tonka Bay 1,487 0.77 $ 1,001.05 Wayzata 3,860 2.00 $ 2,598.57 Woodland 482 0.25 $ 324.48 Total 193,107 100 $ 130,000.00 * Plymouth's population is split between Suburban Alliance and Northwest Hennepin Human Service Council. The City contributes to both organizations. Sheetl Page 10 • • JOINT AND COOPERATIVE AGREEMENT WEST HENNEPIN HUMAN SERVICES PLANNING BOARD The parties to this agreement are governmental units of the State of Minnesota. This agreement is made pursuant to Minnesota Statutes, Section 471.59. I. GENERAL PURPOSE Section 1. The general purpose of this agreement is to provide an organization through which the parties may jointly and cooperatively coordinate the providing of human services, both publicly and privately, in the territory of the parties. II. DEFINITION OF TERMS Section 1. For the purposes of this agreement the terms defined in this section shall have the meanings given them. Section 2. "Board" means the organization created pursuant to this agreement, which will be formally known as the "West Hennepin Human Services Planning Board ". Section 3. "Council" means the governing body of a party. Section 4. "Member" means a governmental unit which enters into this agreement. Section 5. "Governmental Unit" means a city or village. Section 6. "Human Services" means services and facilities to deal with and serve human needs, including services relating to mental health and retardation, shelter, nursing and home health assistance, health education, nutrition, preventive medicine, drug and alcohol abuse, family counselling, primary health care, day care and other related matters. • • • III. MEMBERS Section 1. The municipalities eligible to become parties to this agreement are: City of Hopkins City of Minnetonka City of St. Louis Park City of Wayzata -2- Village of Excelsior Village of Orono Village of Mound Village of Plymouth Section 2. A governmental unit desiring to enter into this agreement shall execute a copy by its proper officers and file it with the city manager of the City of St. Louis Park, together with a copy of the resolution authorizing such action. IV. GOVERNING BODY Section 1. The governing body of the board shall be its board of directors. Each member shall appoint two directors. Each member is entitled to two votes, which must be exercised in person by each director at board meetings. Such appointments shall be for terms of two years and until such directors' successors are selected and qualified, except that the first directors shall be appointed by each member so that the term of one director expires on January 31, 1975 and the term of the other one director expires on January 31, 1976. In January of 1975 and each January thereafter, each member shall make one regular appointment of one director whose terms shall be for two years commencing on February first of the year appointed. Directors may be reappointed and shall serve without compensation from the board but this shall not prevent a member from providing compensation to its directors for serving on the board if such compensation is authorized by such member and by law. Section 2. The sixteen directors elected by the councils shall elect another eight directors at the first meeting of the board, and in February of each year thereafter. These additional directors need not be residents of the communities that are members of this agreement In selecting the eight additional directors, the sixteen directors shall give consideration to the factors set forth in Section 5 of Article IV, and shall seek to secure appropriate expertise for the board. The additional directors shall serve for one year. The board may remove at any time a director selected by the board. Section 3. A quorum of the board shall consist of a majority of the board. Section 4. A vacancy on the board from among those directors selected by the members shall be filled by the member which had made the appointment to the vacant position on the board. A vacancy on the board from among the additional directors selected by the original board of directors shall be appointed by the board itself. Section 5. In appointing members of the board, the councils shall give consideration to members of their councils, health officers, administrative officials, health professionals, senior citizens, young adults of voting age, members of the clergy, citizen groups and others with special concerns related to board activities so that the board may be a representative sampling of the population of the parties. The councils shall give particular regard to a balance between representatives of consumer groups and provider groups. The councils shall avoid having more than one of the directors from any one group, profession or interest. The board shall advise the members of the names and occupations of each of its directors. Any council, however, shall have complete authority to appoint and to remove, at any time, • any director appointed by such council. Such appointments may be made by a council pursuant to such restrictions and requirements as the council may require. If the council does impose restrictions or requirements on its directors, it shall be the duty of such directors to inform the officers of the board of such restrictions or requirements. V. MEETINGS - ELECTION OF OFFICERS Section 1. At the first meeting of the board and in February of each year thereafter, the board shall elect from its members a chairman, a vice - chairman, a secretary- treasurer, and the other members of the executive committee. Section 2. At the organizational meeting, or as soon thereafter as it may reasonably be done, the board shall adopt rules and regulations governing its procedures, including the time, place and frequency of its regular meetings and the manner of calling special meetings. Such rules and regulations shall provide for an annual meeting of the board in February of each year. Such rules and regulations may be amended from time to time, subject to the provisions of this agreement. VI. POWERS AND DUTIES OF THE BOARD Section 1. The powers and duties of the board shall include the powers set forth in this section. Section 2. It may employ a person to act as executive director of the board. Section 3. It may make such contracts as the board deems necessary and advisable to make effective any power to be exercised by the board pursuant to the provisions of this agreement. Section 4. It may employ such other persons as it deems necessary to accomplish its powers and responsibilities. Any such persons may be employed on a full -time, part -time or consulting basis, as the board may determine. Section 5. It may conduct research and investigation regarding existing and possible future human services facilities and programs and may develop a proposed plan for the rendering of human services. Section 6. It may prepare an inventory of human services facilities, services and agencies, both public and private, available to persons being or residing in the territory of the parties. It may make a cost analysis of any existing or proposed human services programs, may call attention to human services needs and human services programs and may undertake to coordinate human services programs, public and private, within the territory of the parties. Section 7. It may apply for and receive financial support from Hennepin County and other organizations or agencies in order to accomplish its purposes and may enter into the agreements necessary to obtain such financial support. Section S. It may prepare a human services plan and shall report any such plan back to the parties for further action and direction. Section 9. It may invest and reinvest funds not needed for current operating expenses, if any, in the manner applicable by law to villages. It shall not at any time incur obligations in excess of funds then available to it. Section 10. It may contract for space, material and supplies with a member or elsewhere. Section 11. It shall make a financial accounting and report to the parties at least once each year and its books and records shall be available for and open to examination by the parties at all reasonable times. Section 12. It may provide, within its resources, for the indemnification of directors, officers and employees against reasonable costs and expenses incurred by any of such persons in connection with any action, suit or proceeding in which he may be involved by reason of his having been a director, officer or employee, except amounts paid or payable to the board itself, and except in relation to natters as to which he shall be finally adjudged in any action, suit or proceeding to have been derelict in the performance of his duties as such director, officer or employee. Such indemnification need not be exclusive of other rights to which any such person would otherwise be entitled as a matter of law. Section 13. It may exercise any other power necessary and incidental to the implementation of its powers and duties under the provisions of this agreement. VII EXECUTIVE COMMITTEE Section 1. The executive committee of the board shall consist of the chairman, vice - chairman, secretary- treasurer and four members of the board elected by the board. At least four members of the executive committee shall be directors selected by the Councils. Section 2. The three officers shall serve for a term of one year and until their successors are elected and qualified, and the four director members shall serve for a term of two years and until their successors are elected and qualified and provided, that, two of the director members elected at the first meeting of the board of directors for a one year term shall serve until the annual meeting in February 1974 and two director members elected at the first meeting of the board of directors shall serve until the annual meeting in February 1975. Each member of the executive committee has one vote. A majority of the committee constitutes a quorum, but a smaller number may adjourn from time to time. The board in its bylaws may provide for compelling the attendance of members of the executive committee at meetings thereof and for the disqualification of members of the committee for non - attendance. Section 3. The executive committee shall meet at the call of its chairman or upon the call of any three other members of the executive committee. The date and place of the meeting shall be fixed by the person or persons calling the meeting. At least 48 hours advance written notice of such meeting shall be given to all members of the executive committee by the person or persons calling the meeting. Waiver of such notice must be by all members. Section 4. The executive committee shall exercise the powers and perform the duties delegated to it by the board of directors, subject to such conditions and limitations as may be imposed by the board. VIII. FINANCIAL HATTERS Section 1. Board funds may be expended by the board of directors in accordance with the procedures established by law for the expenditure of funds by villages. Orders, checks and drafts shall be signed by the chairman or vice - chairman and countersigned by the secretary- treasurer. Other legal instruments shall be executed on behalf of the board by authority of the board of directors by the chairman and secretary. -7- • • Section 2. Contracts shall be let and purchases made in conformance with the legal requirements applicable to contracts and purchases of optional Plan B villages and for such purposes the executive director, if any, shall be deemed to occupy a position equivalent to that of a village manager. Section 3. The members shall not be required to provide funds for the board, but any and all of the parties may do so voluntarily. The board shall be strictly accountable for all funds received and for all funds expended by it, shall have an annual audit of its books, and shall make an annual report of all of its receipts and disbursements to each of the members. Section 4. The board may establish its own procedures for budgeting in its bylaws. IX. DURATION Section 1. The board shall continue until its annual meeting in February of 1974, and thereafter from year to year unless the number of members shall become less than three. None of the members shall withdraw from the agreement prior to February of 1974. Thereafter, withdrawal of a member at the end of January of any year may be accomplished by that member's filing a written notice thereof with the secretary of the board by August 1 of that year, giving notice of withdrawal at the end of January, and such member shall continue to be a party to this agreement until the effective date of such notice of withdrawal. The board may also be terminated by mutual agreement of all of the members at any time. Section 2. If a member withdraws from the board before the termination of the board, such member shall have no claim to the assets of the board. If the board is terminated by mutual agreement of all of the governmental units which are then members of the agreement, any surplus monies of the board shall be returned to such members in proportion to contributions of such members. If there have been no such contributions by such members, any surplus monies of the board shall, upon termination of the board, be returned to the governmental units which are then members, in equal shares. X. EFFECTIVE DATE Section 1. This agreement shall be effective on the date that it is executed by the last of the first four members to execute it. Such date shall be placed on the final sheet of this agreement at the time of such execution. EXECUTED as of , 1973. IN THE PRESENCE OF: CITY OF ST. LOUIS PARIK By By Its By Its (SEAL) VILLAGE OF EXCELSIOR By Its Its (SEAL) -10- VILLAGE OF ORONO By By (SEAL) CITY OF HOPKINS By By By By By Its Its Its Its (SEAL) CITY OF MINNETONKA By Its Its (SEAL) VILLAGE OF MOUND By Its By Its (SEAL) VILLAGE OF PLYMOUTH By Its Its (SEAL) CITY OF WAYZATA By Its Its (SEAL)