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Articles of Incorporation

Articles of Incorporation
THESE ARTICLES OF INCORPORATION are executed by the Township of Lake, Roscommon County, Michigan, and the Township of Roscommon, Roscommon County, Michigan, the incorporating townships, for the purpose of forming an Emergency Services Ambulance Authority pursuant to the provisions of Public Act No. 57 of 1988, being M.C.L.A. 124.601 et seq., as follows:

ARTICLE I
The name of this authority is:
HOUGHTON LAKE AMBULANCE AUTHORITY
DBA as Houghton Lake EMS
(HL Ambulance Service is current legal name)

ARTICLE II

The purpose or purposes for which the corporation is organized is to operate an emergency ambulance protection services within the geographic boundaries of the incorporating municipalities and to engage in any incident to providing emergency services.

ARTICLE III

ROBERT GANDOLFI, supervisor of Lake Township, Roscommon County, Michigan shall be charged with the responsibility of causing these Articles of Incorporation to be published pursuant to M.C.L.A. 124.602 at least once in the Roscommon County Resorter, a newspaper of general circulation designated herein and circulating within the territory of the authority  Said ROBERT GANDOLFI shall further be charged with the responsibility of certifying as a true copy, a copy of these Articles of Incorporation, and containing the date of these Articles of Incorporation, and containing the date and publication, and with filing said documents with the Secretary of State of the State of Michigan, subject to the provisions of the constitution and statutes of the State of Michigan.

ARTICLE IV
POWERS AND REGULATORY PROVISIONS
GENERAL
The following additional provisions are inserted for the purpose of creating, defining, limiting and regulating the powers and management of the Authority, its governing body, officers and employees.

A.
The Authority is a body corporate, with power to sue or be sued in any court of this state. It possesses all the powers necessary to carry out the purposes of its incorporation, and those incident to those purposes. The enumeration of any powers shall not be construed as a limitation upon the Authority’s general powers.

B.
The Authority may acquire private property by purchase, lease, gift, devise, or condemnation, either within or without its corporate limits, and my hold, manage, control, sell, exchange, or lease property it has acquired.   For purposes of condemnation, it may proceed under Act No. 149 of Public Acts of 1911, being Section 213.1 to 213.25 of the Michigan Compiled Laws, and the Uniform Condemnation Procedures Act, Act. No. 87 of Public Acts of 1980, being Sections 213.51 to 213.77 of Michigan Compiled Laws.

C.
The Authority may enter into a contract with any incorporating municipality for the provisions of emergency services in the incorporating municipality for a period not exceeding thirty (30) years. The emergency services may be established or funded in conjunction with any municipal emergency services, and any municipal emergency service may be delegated by contract to an Authority. The charges specified in a contract shall be subject to increase by the Authority, if necessary, in order to provide funds to meet its obligation. The Authority may also enter into contracts with a city, village or township that is not an incorporating municipality for a period not exceeding thirty (30) years except that the charges for services under a contract with a non-incorporating municipality may be greater than the charges to an incorporating municipality, and shall be subject to change from time to time without notice

D.
The Authority, in addition to its other powers and duties, may do all of the following:

1.Adopt bylaws and rules of administration to accomplish its purposes.

2.Apply for and accept grants, loans, or contributions from the Federal Government or any of its agents, the state, or other public or private agencies be used for any of the purposes of the Authority and to do any of all things within its express or implied powers necessary or desirable to secure that financial or cooperation in the carrying out of any of the purposes of these articles.

3.Enter into any contracts with other entities not prohibited by law.

4.Investigate emergency services requirements, needs and programs and engage, by contract, consultants as may be necessary and incorporate with the Federal Government, state, political subdivisions, and other authorities in those investigations.

5.Subject to the terms and conditions prescribed in M.C.L.A. 124.610, hire employees, attorneys, accountants and consultants as Authority considers necessary to carry out the purposes of the Authority.

E.
WITHDRAWAL
1.An incorporating municipality may withdraw from this Authority by resolution of  municipality’s legislative body approving the withdrawal.

2.A municipality that withdraws from the Authority shall continue to be subject to any tax levied in its jurisdiction under M.C.L.A. 124.612 for the duration of the period of that tax as determined pursuant to M.C.L.A. 124.612(3).

3.Employees of an Authority who perform emergency services in the jurisdiction of a  municipality that withdraws from the Authority shall be protected in the relation to the municipality to the same extent as employees of an incorporating municipality are protected in relation to the Authority under M.C.L.A. 124.610

4.A municipality that withdraws from the Authority shall remain liable for a proportion of the debts and liabilities of the Authority incurred while the municipality was a part of the Authority. The proportion of the Authority’s debts for which a municipality is liable under this subsection shall be determined by dividing the taxable value of the real and personal property in the Authority at the time of the withdrawal.

F.
 EMPLOYEES
1.Except as provided in the “Withdrawal” subsection, employees of a municipal emergency service whose duties are transferred to this Authority shall be given comparable position of employment with this Authority established by the Authority, and shall maintain their seniority status and all benefit rights of the position held in the municipal or joint emergency response service before the transfer.

2.If sufficient positions of comparable employment are not available for all employees at the time of transfer, a less senior employee who is not transferred to a comparable position shall be placed on layoff status with the Authority and shall be recalled to any position for which he or she may qualify, which may occur after a reasonable training period or as soon as vacancies, or both. The layoff list shall not be mandatory honored beyond three years from the date of layoff. The Authority shall determine the number of positions necessary to perform any emergency service, and shall not be required to create or maintain unnecessary positions.

3.The Authority may bargain collectively and enter into agreements with labor organizations pursuant to Act No. 36 of Public Acts of 1947, being Sections 423.201 to 423.216 of the Michigan Compiled Laws. When the duties of the municipal emergency service are transferred to the Authority, the Authority immediately shall assume and be bound by any existing labor agreements applicable to that municipal service for the remainder of the term of the labor agreement. Subject to the provisions of the  “Withdrawal” subsection, the members and beneficiaries of any pension or retirement system or other benefit established by a municipal emergency service which is transferred to this Authority shall have the same rights, privileges, benefits, obligations and status with respect to the comparable systems established by this Authority. A representative of the employees or any group of employees in a municipal emergency service who represent or are entitled to represent the employees or a group of employees of the municipal service, pursuant to Act No. 336 of Public Acts of 1947, shall continue to represent the employees are transferred to this Authority’s emergency service. This subsection does not limit the rights of employees, pursuant to applicable law, to assert that a bargaining representative protected by this subsection is no longer their representative protected by this subsection is no longer their representative.

4.An employee who left the employ of the municipal emergency response service to answer the military service of the United State shall have the same employment rights as to the emergency service as they would have had under the municipal emergency response service pursuant to Act No. 263 of Public Acts of 1951, being sections 35.351 to 35.356 of Michigan Compiled Laws.

G.
FINANCES
1.The Authority may levy a tax on all of the taxable property within the limits of the Authority.

2.The tax authorized above shall not be levied without the approval the electors residing in the Authority’s area, voting on the tax at a general or special election

The election may be called by resolution of the Board of Authority. The recording officer of the Authority shall file a copy of the resolution of the Board calling the election with the clerk of each incorporating municipality not less than sixty (60) days before the date of the election.  The resolution calling the election shall contain a statement of the proposition to be submitted to the electors. Each municipal clerk and all other municipal officials of an incorporating municipality shall undertake those steps to properly submit the proposition to the electors of the incorporating municipality at the election specified in the resolutions of the Authority.  The election shall be conducted and canvassed in accordance with the Michigan Election Law, Act.  No.  116 of Public Acts of 1954, being Sections 168.1 to 168.992 of the Michigan Compiled Laws, except that if the Authority is located in more than one county, the election shall be canvassed by the State Board of Canvassers.  The results of the election shall be certified to the governing body of the Authority promptly after the date of the election.  Not more than one election may be held in the Authority in a calendar year for approval of the tax authorized under Subsection 1.  If the election is a special election, the Authority in which the election is held shall pay its share of the costs of the election.

3.The taxes authorized by this section may be levied at a rate not to exceed 20 mills and for a period as determined by the Authority in the resolution calling the election and as shall be set forth in the proposition submitted to the electors.

4.The tax rate authorized shall be levied and collected as are all ad valorem property taxes in the state, and the recording officer of the Authority shall at the appropriate times certify to the proper tax assessing or collecting officers of each tax collecting municipality the amount of taxes to be levied and collected each year by each municipality.  The authority shall determine on which tax roll, if there is more than one, of each incorporating municipality that the taxes authorized by this section shall be collected.  Each tax assessing and collection officer and each township treasurer shall levy and collect the taxes certified by the Authority and shall pay those taxes to the Authority by the time provided in Section 43 of the General Property Tax Act, being Act.  No.  206 of Public Acts of l893, being Section 211.43 of the Michigan Compiled Laws.  The tax rate authorized by this section may be first levied by the Authority as a part of the first tax roll of the appropriate municipalities occurring after the election described in Subsection 2.  The tax may be levied and collected on the December tax roll next following the date of election if the tax is certified to the proper tax assessing officials not later than September 15 of the year in which the election is held.

5.To the extend applicable and consistent with the requirements of this section, the General Property Tax Act, Act.  No.  206 of the Public Acts of 1893, being Sections 211.1 to 211.157 of the Michigan Compiled Laws, shall apply to proceedings in relation to the assessment, spreading, and collection of taxes pursuant to this section.  Additionally, in relation to the assessment, spreading, and collection of taxes pursuant to this section, the county township treasurer shall have powers and duties similar to those prescribed by Act No.  206 of Public Acts of 1893, for township supervisors, township clerks, and township treasurers.  However, this section shall not be considered to transfer any authority over the assessment of property.

H.
Other Funding
An incorporating municipality or a municipality otherwise granted taxing authority under state law may levy a tax on all of the taxable property within the limits of the political subdivision, and appropriate, grant, or contribute the proceeds of the tax to the Authority for the purposes of this act or to provide sufficient money to fulfill its contractual obligation to the Authority, which tax shall be within charter, statutory, and constitutional limitations.

I.
Purpose
The HOUGHTON LAKE AMBULANCE SERVICE is hereby reaffirmed and reestablished as the HOUGHTON LAKE AMBULANCE AUTHORITY for the purpose of providing emergency services for the Township of Lake and the Township of Roscommon, Roscommon County, Michigan.

J.
Interim Funding Procedures
Until such time as the Authority shall receive funds from its own millage revenue, each party hereto shall pay over to the treasurer of the Authority from its special assessment funds, general funds or contingent funds, or a combination thereof, not less than one (1.0) mill based on its taxable valuation.

K.
Equipment and Vehicles
All existing emergency equipment and vehicles currently in the possession of and at the disposal of the HOUGHTON LAKE AMBULANCE SERVICE shall become the property of the HOUGHTON LAKE AMBULANCE AUTHORITY and shall be used for the purpose of providing emergency health services in the territories of the Authority, except in the mutual aid of another department pursuant to a mutual aid agreement.

L.
Governance
The HOUGHTON LAKE AMBULANCE AUTHORITY shall be governed, subject to the powers retained by statute and provided, herein, reserved to the township boards, by  HOUGHTON LAKE AMBULANCE AUTHORITY Board.
Until passage of this resolution and until such time that the Houghton Lake Ambulance Authority received its own funds from a voted millage, the Authority shall be governed by an interim board composed of two members each from the establishing township boards. Upon receipt of the voted millage funds, the interim board will dissolve and be replaced with the permanent Houghton Lake Ambulance Authority Board.

1.The permanent HOUGHTON LAKE AMBULANCE AUTHORITY Board shall consist of five (5) members, with each of the incorporating municipalities naming two (2) persons to represent that municipality.  The fifth member of the Board shall be named within 90 days of the establishment of the permanent board by the existing members of the board.

2.The members of the permanent HOUGHTON LAKE AMBULANCE AUTHORITY shall be appointed by their respective, incorporating townships for terms of six (6) years.  However, of the original board members, one member from each incorporating municipality shall be appointed for an initial term of four (4) years.

A member of the board shall not be an employee or former employee of Houghton Lake Ambulance Authority or its predecessor the Houghton Lake Ambulance Service.

3.The board members shall annually elect a chairperson, vice-chairperson, secretary and a treasurer from the board membership.  The board shall hold not less than twelve (12) regular meetings a year and special meetings as necessary at times as it shall determine.  Special meetings shall be held on the call of the chairperson or on the petition of any three (3) members, provided that notice required by the Michigan Open Meetings Act is given to all members in advance of the meetings, describing the purpose of the meeting.

4.The board shall adopt its own rules of procedure and shall keep a record of its proceedings.  A majority of the members, with at least one (1) member from each municipality present, shall constitute a quorum for the transaction of business and the affirmative vote of a majority of all members is necessary for the affirmative vote of a majority of all members is necessary for the adoption of a motion or resolution.  The members of the board shall be residents of the municipality from which they are appointed.

5.The board shall prepare an annual budget.  So long as the incorporating municipalities shall be appropriating funds to the Authority, the proposed budget shall be submitted to and reviewed by the respective incorporating townships and may be amended, adopted or rejected by them by April 1, of each year, or it shall be deemed approved.

6.The business which the board may perform shall be conducted at a public meeting of the board held in compliance with the Open Meetings Act, Act No.  267 of Public Acts of 1976, as amended, being Sections 15.261 to 15.275 of the Michigan Compiled Laws.  The public notice of the time, date, place and purpose of the meeting shall be given in the manner required by Act No.  267 of Public Acts of 1976, as amended.

7.All writing, prepared, owned, used in the possession of, or retained by the board in performance of its official function,  shall be made available to the public in compliance with the Freedom of Information Act, Act No.  442 of Public Acts of 1976, as amended, being Sections 15.231 to 15.246 of Michigan Compiled Laws.

8.Each board member of the Authority shall have one vote in all meetings of the board.  All motions and resolutions must be approved by a majority vote.

9.Each member shall receive expense reimbursement in the amount of $50.00 for each meeting of the HOUGHTON LAKE AMBULANCE AUTHORITY which he(she) attends.  The amounts of this expense reimbursement shall be reviewed at the end of each fiscal year.

10.The treasurer shall be bonded with a surety bond in the amount of not less than One Hundred Thousand ($100,000.00) Dollars.

11.All HOUGHTON LAKE AMBULANCE AUTHORITY funds shall be deposited in a financial institutions insured by the FDIC.

12.Except as otherwise provided by resolution for the payment of small repetitive and reoccurring bills, all withdrawals of funds shall be over the signature of the treasurer and at least one board member.  The depository of the funds shall be currently and specifically informed of all resolutions permitting any withdrawal or expenditure of funds by the treasurer alone.

13.On or before July 1st of each year, the treasurer shall furnish a written report of the receipts and disbursements of the board for the prior fiscal year, to the clerk of each municipality.  Compensation to the treasurer for this work shall be paid by the  HOUGHTON LAKE AMBULANCE AUTHORITY.

M.
Level of Operation
The board shall administer and supervise the operation of HOUGHTON LAKE AMBULANCE AUTHORITY and shall operate a minimum of two (2) ambulances trucks, provided however, that the department manager shall be solely responsible for the assignment of vehicles and equipment in response to emergency calls.

N.
Insurance
The Authority shall hire all department personnel and provide worker’s compensation insurance for them.  The Authority shall also procure and maintain adequate collision, public liability and property damage insurance for its vehicles as well as insure them against fire and other casualty.  In addition, the board shall insure itself, the Authority, and all parties, against all claims of any kind that may arise out of the operation of the Authority.

O.
Equipment & Real Estate
The Authority may purchase or lease real estate and additional equipment or sell or replace existing equipment.  In no event shall the Authority obligate the incorporating municipalities in indebtedness.  The Authority may spend only those funds actually received by the Authority treasurer.  The board may expend, each year, or earmark that part of the funds received by it for the purchase of land and buildings to house the authority which are not otherwise required for the operation of the Authority in any one year.  Real property and acquired or hereafter acquired under this Agreement shall be owned by the HOUGHTON LAKE AMBULANCE AUTHORITY as an entity separate from the incorporating municipalities.

P.
DISSOLUTION
These Articles and this Agreement shall continue in full force and effect until terminated by the board.  The townships shall obligate to a minimum of five (5) years participation in the Authority.  All rights to property owned by the Authority shall be settled in accordance with the procedures immediately following this paragraph.  Termination of this Agreement shall not relieve any party from liability for all obligations incurred by the Authority pursuant to these Articles and this Agreement for the remainder of the initial five (5) year period of membership.

1.If the board terminates this Agreement, the board and Authority shall be considered dissolved.

2.Upon the dissolution, property held or used by the Authority shall be allocated and distributed in accordance with the following:

a.All property of any nature, which is titled to or otherwise owned by townships shall remain the property of the respective township.

b.All property of any nature, which is titled to or otherwise owned by the Authority shall be kept or disposed of in the manner provided by the next following paragraph.

If one of the incorporating municipalities withdraws from this agreement pursuant to M.C.L.A. 124.611, the assets of the Authority shall be appraised to determine their fair market value as of the end of the fiscal year by a person mutually agreeable to the remaining Authority and the withdrawing incorporating municipality, and a balance of assets and liabilities shall be determined.  The withdrawing incorporating municipality’s share of the assets in the Authority shall be computed by the fraction of the total amount of funds through special assessments, general fund contributions and Authority millage revenue raised from the geographic area of the withdrawing incorporating municipality contributed to the Authority over the past ten (10) fiscal years that the withdrawing municipality was a participating municipality in the Authority, as the numerator, divided by the total amount of money contributed, through special assessments, general fund contributions and Authority millage by all of the incorporating municipalities in the Authority for said period of time, multiplied by the total assets less the total determined liabilities of the Authority at said time.  The Authority shall pay to the withdrawing municipality, in equal annual installments over a period of three (3) years, without interest, or in assets, at the Authority’s election, an amount equal to fifty (50%) percent of the determined net value of the withdrawing municipality’s share of said assets over and above the determined liabilities.  Payment shall be made upon such terms as shall be agreeable, but the remaining Authority shall have the right to pay the withdrawing municipality in equal annual installments, over three (3) years, with no interest.  Should the liabilities exceed the assets, the withdrawing municipality shall pay its full share thereof to the HOUGHTON LAKE AMBULANCE AUTHORITY within sixty (60) days of its withdrawal from the Authority.

If two or more incorporating municipalities withdraw pursuant to M.C.L.A. 124.611, this Authority shall be dissolved and all property owned by the Authority shall be disposed of in ay manner in which all of the incorporating municipalities can agree.  If no agreement as to disposition is reached within sixty (60) days after the end of the fiscal year, an Advisory Board shall be appointed to recommend the method of disposition of the HOUGHTON LAKE AMBULANCE AUTHORITY.  This Advisory Board shall consist of one member appointed by each incorporating municipality.  The Advisory Board shall, as soon as practicable, but not more than sixty (60) days thereafter, prepare and recommend to the Authority and the incorporating municipalities, a complete plan for disposition of all property owned by the Authority.  In the event that an incorporating municipality refuses to ratify the disposition plan, the matter shall be settled by arbitration.  The net proceeds from the disposition of Authority property shall be paid to the incorporating municipalities in proportion to the cumulative amounts of their, respective, total contributions, including Authority millage revenue raised within the geographic area of each incorporating municipality, to the Authority for the ten (10) years immediately preceding the termination and dissolution of the Authority.

Q.
AMENDMENTS
These Articles of Incorporation may be amended by the affirmative two-thirds (2/3) vote by the HOUGHTON LAKE AMBULANCE AUTHORITY.

The foregoing Articles of Incorporation were adopted by the Township Board of the Township of Lake, Roscommon County, Michigan, at a meeting duly held on the _____ day of _______, 2003 of said Board.

By: ______________________________

By: ______________________________