STATE OF MICHIGAN

FRANK J. KELLEY, ATTORNEY GENERAL

Opinion No. 6264

December 11, 1984

ECONOMIC DEVELOPMENT CORPORATION:

Number of members of board of directors

The board of directors of an economic development corporation, organized pursuant to 1974 PA 338, consists of nine regular members appointed to staggered six-year terms, plus two additional special directors appointed for the duration of each project undertaken by the corporation.

Mr. Patrick M. Shannon

Prosecuting Attorney

Chippewa County Courthouse

Sault Ste. Marie, Michigan 49783

You have requested my opinion upon the following question:

The composition of the board of directors of an economic development corporation (Corporation) is provided for by 1974 PA 338, Sec. 4(2), as last amended by 1978 PA 467; MCLA 125.1604; MSA 5.3520(4), which states in pertinent part:

The answer to your question involves consideration of several rules of statutory construction, the most fundamental of which is to ascertain and give effect to the legislative intent. Melia v Employment Security Commission, 346 Mich 544, 562; 78 NW2d 273 (1956). Legislative intent may be gathered from the language used in the statute, and such language is to be given its ordinary meaning unless a different interpretation is indicated. Goethal v Kent County Supervisors, 361 Mich 104, 111; 104 NW2d 794 (1960). Unless a different intent is manifest, an amendment to a statute is construed as changing the meaning of the statute. Bonifas-Gorman Lumber Co v Unemployment Compensation Commission, 313 Mich 363, 369; 21 NW2d 163, 165 (1946). Statutes are to be construed so as to avoid absurd consequences. King v Director of the Midland County Department of Social Services, 73 Mich App 253; 251 NW2d 270 (1977).

Bearing in mind the above rules of construction, it is apparent from the meaning of the language used in 1974 PA 338, Sec. 4(2), as amended, supra, that the Legislature intended that nine persons be appointed as regular directors to staggered six-year terms on the board of directors and provided for the staggering of the terms of office of nine directors only. The Legislature also provided that for each project undertaken by the Corporation that two special directors be appointed to terms on the board who would represent the neighborhood residents and business interests likely to be affected by the particular project. These directors are in addition to the nine regular directors appointed to six-year terms, and the neighborhood resident members continue to serve only until the project for which they were appointed is either abandoned or completed.

Prior to amendment by 1976 PA 175, the first sentence of 1974 PA 338, Sec. 4(2), supra, read:

It is clear from the language that the Legislature, when originally enacting subsection (2) of section 4, supra, intended that the board consist of only nine persons, including the neighborhood resident members, appointed to staggered terms of six years each, except for the first persons appointed, some of whom would serve lesser terms.

It is equally clear that when the Legislature enacted 1976 PA 175, amending subsection (2) of section 4, supra, to provide that '[t]he board of directors of the corporation shall consist of not less than 9 persons, not more than 3 of whom shall be an officer or employee of the municipality,' it intended to change the meaning of the statute, retaining the maximum number of persons appointed to staggered six-year terms at nine, but specifically removing the limitation on the total number of persons who may be appointed to the board in that for each project undertaken by the Corporation, two additional special directors would be appointed to represent neighborhood residents and business interests likely to be affected by the project for the duration of the project. The neighborhood resident directors automatically cease to serve when the project for which they were appointed is either abandoned or completed.

The Legislature's removal of the limitation on the total number of persons who may be appointed to the board was necessary in order to facilitate the amendment authorizing the appointment of two additional special directors for the duration of each project undertaken by the corporation. Thus, the total number of directors on the board would, in part, depend upon the number of projects undertaken by the Corporation.

While subsection (2) of section 4, supra, may appear to remove all limitations on the total number of regular directors serving staggered six-year terms who may be appointed to the board, such construction would seemingly permit the governing body of a local municipality, which appoints the directors of the board, to add regular directors at will. Surely, the Legislature never intended such a result in light of the fact that the Legislature did not provide for the six-year terms of office for an unlimited number of regular directors.

It is my opinion, therefore, that pursuant to 1974 PA 338, supra, the board of directors of the Economic Development Corporation of Chippewa County consists of nine regular directors appointed to staggered six-year terms, plus two additional special directors appointed to the board for the duration of each project undertaken by the Corporation.

Frank J. Kelley