The following opinion is presented on-line for informational use only and does not replace the official version. (Mich Dept of Attorney General Web Site - www.ag.state.mi.us) STATE OF MICHIGAN
JENNIFER M. GRANHOLM, ATTORNEY GENERAL
DOWNTOWN DEVELOPMENT AUTHORITY:
MUNICIPALITIES:
Qualifications for membership on downtown development authority board
Downtown development authority board's authority to prescribe board membership qualifications
Persons who do not have an interest in property located in a downtown development authority district are qualified to be appointed to the authority's board of directors, provided that not less than a majority of the board's members shall have such a property interest.
A bylaw adopted by a downtown development authority board which requires that all board members have an interest in property located in the downtown development authority district limits the authority of a municipality's executive officer and governing body, and is not authorized by law.
Opinion No. 7037
October 19, 1999
Honorable Ruth Ann Jamnick
State Representative
The Capitol
Lansing, Michigan 48913
You have asked whether persons who do not have an interest in property located in a downtown development authority district are qualified to be appointed to the authority's board of directors.
Information accompanying your request indicates that a downtown development authority (DDA) amended its bylaws to provide that members of the DDA board "shall be persons having a financial interest in property located in the" district. A member of the DDA board of directors had an interest in property located in the district at the time of his original appointment. Subsequent to his appointment, however, the board member divested himself of such property interest.
The downtown development authority act (Act), 1975 PA 197, MCL 125.1651 et seq; MSA 5.3010(1) et seq, is "[a]n act to provide for the establishment of a downtown development authority; to prescribe its powers and duties; . . . to create a board." Section 4(1), which addresses the appointment and qualifications of authority board members, provides:
Except as provided in subsections (7) and (8), an authority shall be under the supervision and control of a board consisting of the chief executive officer of the municipality and not less than 8 or more than 12 members as determined by the governing body of the municipality. Members shall be appointed by the chief executive officer of the municipality, subject to approval by the governing body of the municipality. Not less than a majority of the members shall be persons having an interest in property located in the downtown district. Not less than 1 of the members shall be a resident of the downtown district, if the downtown district has 100 or more persons residing within it.
(Emphasis added.)
The first step in ascertaining legislative intent is to look to the text of the statute. Piper v Pettibone Corp, 450 Mich 565, 571; 542 NW2d 269 (1995). A clear and unambiguous statement must be enforced by the court as written according to its plain meaning. Dean v Dep't of Corrections, 453 Mich 448, 454; 556 NW2d 458 (1996). The third sentence of section 4(1) of the Act is clear and unambiguous in its mandate that "not less than a majority of the members" of a DDA board must have an interest in property located in the district. The absence of a requirement that all members of a DDA board have an interest in property located in the district indicates that the Legislature did not intend to impose a property interest qualification for all board members.
A legislative analysis of Senate Bill 163, which became 1975 PA 197, supports the conclusion that the Legislature did not intend that all members of a DDA board must have an interest in property located in the DDA district and provides:
An authority would be controlled by a 9-member board; one of those members would be the chief executive officer of the municipality. Five members would have to be persons having an interest in property in the downtown district; and, if the district had 100 or more residents, 1 of the members would have to be a resident of the district.
House Legislative Analysis, SB 163, September 23, 1975. (Emphasis added.)
In section 4(1) of the Act, the Legislature has provided that the power to select DDA board members is vested in a municipality's chief executive officer, subject only to (a) the approval of the municipality's governing board and (b) the requirement that not less than a majority of board members have an interest in property located in the DDA district. In the facts presented by your question, DDA board members are appointed by the mayor of a city, subject to the approval of the city council.
While the Legislature has authorized a DDA board to adopt rules "governing its procedure and the holding of regular meetings" (section 4(3) of the Act), there is nothing in the Act which authorizes a DDA board to adopt rules limiting or otherwise prescribing the selection of members of the DDA board. The rights and powers of municipalities and their boards are limited by the laws under which they are organized. Const 1963, art 7, � 22; City of Owosso v Union Tel. Co., 185 Mich 349, 355, 151 NW 1029 (1915); Hudson Motor Car Co v Detroit, 282 Mich 69, 78; 275 NW 770 (1937). Accordingly, a bylaw adopted by a DDA board which requires all board members to have an interest in property located in the DDA district is not authorized by the Legislature.
It is my opinion, therefore, that persons who do not have an interest in property located in a downtown development authority district are qualified to be appointed to the authority's board of directors, provided that not less than a majority of the board's members shall have such a property interest.
It is my further opinion that a bylaw adopted by a downtown development authority board which requires that all board members have an interest in property located in the downtown development authority district limits the authority of a municipality's executive officer and governing body, and is not authorized by law.
JENNIFER M. GRANHOLM
Attorney General