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ARTICLES OF INCORPORATION
OF THE
MUSKEGON AREA TRANSIT SYSTEM (MATS)
AHOL4I-8 32)
Article I
Formation
These Articles of Incorporation are executed and adopted by the Incorporating Political Subdivisions
listed below to incorporate a public authority under the Public Transportation Authority Act of the State
of Michigan, P.A. 196 of 1986, as amended (“Act 196”). The Incorporating Political Subdivisions
anticipate that the Authority will enter into agreements with the County of Muskegon, the State of
Michigan, and the Federal Transit Administration as may be necessary for the authority to acquire all of
the County of Muskegon’s public transportation assets and assume all public transportation liabilities to
the extent permitted under Act 196.
Article I
Name, Incorporating Political Subdivisions, and Authority District
Section 1. Name. The name of the Authority is the Muskegon Area Transit System.
Section 2. Incorporating Political Subdivisions. The following political subdivisions located within
Muskegon County, Michigan, are the Incorporating Political Subdivisions and initial Members of the
Authority:
City of Muskegon
City of Muskegon Heights
City of Norton Shores
City of Roosevelt Park
Additional political subdivision(s) may become Members or additional portions of a Member political
subdivision may be added to the Authority District after the formation of the Authority upon resolution
adopted by a majority vote of the members elected to, and serving on, the legislative body of the political
subdivision requesting such membership or addition and upon approval by a two-thirds vote of the
Authority Board of Directors, and upon proper adoption of an Amendment to these Articles as outlined
herein.
Section 3. Authority District. For purposes of property tax levies as permitted by Act 196, the Authority
shall have an “Authority District” with a geographic boundary that includes all of the voting precincts that
have been authorized for inclusion by the Members in these Articles of Incorporation, as may be
amended. The initial Authority District shall include:
City of Muskegon — All Precincts
City of Muskegon Heights — All Precincts
City of Norton Shores — All Precincts
City of Roosevelt Park ~ All Precincts
The Muskegon Area Transit System may provide its services both within the boundaries of its Authority
District and outside of its Authority District in accordance with Act 196.
Article U1
Purposes and Powers of the Authority
Section 1. Purposes. The purposes for which the Authority is created are:
a. To provide public transportation services to the extent authorized by Act 196, including to
plan, promote, finance, acquire, improve, enlarge, extend, own, construct, operate, maintain,
replace, and contract for public transportation services and facilities within the Authority
District.
b. To provide ancillary services incidental, necessary, or convenient in support of the provision
of public transportation services, including the facilitation of multi-modal access and
connections for personal mobility devices, bicycles, pedestrians, inter-city buses, passenger
rail, ports, airports, and other transportation means.
c. To provide public transportation services within or outside the Authority District under
contract or as determined beneficial by the Authority.
d. To succeed to all rights, duties, and obligations of the County of Muskegon regarding public
transportation services to the extent permitted under Act 196.
e. Todo all things necessary, suitable, or proper for the accomplishment of the above purposes.
Section 2. General Powers. The Authority has the power to do anything authorized or permitted by Act
196, and to do any other lawful act reasonably necessary, proper, suitable, or convenient for the
achievement or furtherance of the purposes above stated.
Article IV
Board of Directors — Governance of the Authority
Section 1. The Board. The Authority shall be governed by a Board of Directors (the “Board” and/or
“Directors”).
Section 2. Composition. The Board shall consist of four (4) voting Directors. The legislative body of
each Member shall appoint one (1) Director, that being a Council member, the chief executive, or another
upper level administrative official of the Member. The legislative body of each Member may also
appoint one (1) alternate Director, who shall also be a Council member, chief executive, or an
administrative official, who may attend meetings and otherwise act on behalf of the Director appointed by
that Member.
Section 3. Terms. Each Director or alternate Director shall serve for a term that runs concurrent with the
time period for which they hold their office with the Member that appointed them.
Section 4. Removal / Resignation. Directors and alternate Directors, once appointed, shall continue to
serve until they are reappointed, replaced by an appropriately appointed replacement, removed, or they
resign. Directors and alternate Directors shall serve at the pleasure of the legislative body that appointed
them and may be removed for any reason in the same manner by which they were appointed. A Director
desiring to resign shall submit such resignation in writing to the Chairperson of the Authority Board of
Directors and to the Member that appointed them. Such resignation shall take effect upon receipt of the
resignation by the Chairperson of the Board of Directors. The legislative body that made the appointment
of the removed or resigning Director shall make a replacement appointment within sixty (60) days of the
removal action or accepted resignation. Professionalism and attendance at Board meetings is imperative
and the Board may, by a two-thirds vote of the Authority Board of Directors, formally request that a
legislative body appoint a replacement Director for a pattern or practice of unexcused absence or for
conduct unbecoming.
Section 5. Board Meetings. — The Board shall hold an initial meeting at a time and place selected and
agreed to by the Board members for the purpose of appointing officers, adopting bylaws, and taking any
other action the Board deems necessary. Thereafter, the Board shall hold at least an annual meeting at
such place and time as shall be fixed by the Board. The Board shall transact other business as may be
necessary at its annual meeting and shall hold regular meetings on a schedule to be determined by the
Board.
Section 6. Voting and Decisions. Each Director shall have one (1) vote. Decisions of the Board shall
require a majority vote of the total number of Directors present at any meeting of the Board in which a
quorum is present.
Section 7. Quorum. A majority of the total number of Directors then in office who are present at a duly
held meeting shall constitute a quorum for conducting business at any meeting of the Board. Attendance
by electronic means shall be allowed only as permitted by applicable law.
Section 8. Compensation of Directors. Directors shall not be compensated by the Authority for
attendance at meetings of the Board. Directors shall be entitled to reimbursement by the Authority for
actual expenses incurred in the discharge of their official duties as determined by the Authority.
Section 9. Indemnification of Directors. The Board shall indemnify Directors of the Authority to the
fullest extent permitted by applicable law. The Board may indemnify employees and other agents of the
Authority as permitted by applicable law.
Section 10. Bylaws, Rules and Regulations. The Board shall adopt and establish its own bylaws, rules
and regulations, policies and procedures regarding the operation, maintenance and management of the
public transportation system.
Section 11. Open Meetings Act. The Board is a public body subject to the Open Meetings Act, PA 267
of 1976, as amended, and all meetings of the Board shall be open to the public.
Article V
Financial Matters
Section 1. Financial Records. The Authority shall maintain adequate financial records in accordance
with law and generally accepted accounting principles.
Section 2. Annual Report. The Authority shall prepare an annual report on the Authority’s operation and
financial condition, which shall be made available to the public and transmitted to the Members of the
Authority.
Section 3. Audits, Budgets, and Appropriations. The Authority shall provide for audits, budgets, and
appropriations as required by Act 196.
Section 4. Fiscal Year. The Authority shall operate on a Fiscal Year beginning October | annually.
Article VI
Local Funding for Public Transportation Purposes
Section 1. Property Tax Levy. The Authority may levy property taxes on all of the taxable property
within the limits of the Authority District for public transportation purposes as permitted by Act 196 and
these Articles. Taxes shall not be levied except upon the approval by a majority of votes cast by
registered and qualified electors residing in the Authority District and voting on the proposal(s) as
authorized by Act 196. Any election on a transit revenue proposal initiated by the Authority shall be
conducted and certified in accordance with Act 196.
Section 2. Collection of a Tax Levy. Any tax levy approved by the electorate shall be collected and
transmitted to the Authority in accordance with the requirements of Act 196.
Section 3. Local Share Contribution Funding from Incorporating Political Subdivisions. Upon formation
of the Authority, the Incorporating Political Subdivisions shall begin contributing quarterly to the
Authority an amount equal to the funding levels paid by each Incorporating Political Subdivision for
County-governed public transportation services in 2024. This level of quarterly contribution shall end
after four years, or earlier at such time as a tax levy has been successfully collected by the Authority or an
alternative local funding formula has been agreed by contract. No further Local Share Contribution under
this Section shall be required of the Incorporating Political Subdivisions for the general purpose of
forming the Authority. Local funding may be required as outlined elsewhere.
Section 4. Should a levy contemplated by this Article fail within four years of Authority formation, a
Member may, by adoption of a resolution by a majority of the members elected to and serving on the
legislative body of the Member, present to the Authority a request to be released from membership in the
Authority. The Authority will not unduly decline the request and will act affirmatively as outlined in
Article IX, Section 1(b), below.
Section 5. Local Jurisdiction and Contract Funding. The Authority shall have the ability to contract to
provide services as it deems appropriate consistent with these Articles and Act 196. Contracts may
include those entered with local municipalities, including Members, that provide for the purchase of
service types or service levels not otherwise available or not offered in like manner across the entire
Authority District.
Section 6. Funding equal to Tax Levy for New Subdivisions. In the event that a new Member (or
additional voting precincts of an existing Member) is added to the Authority District after its formation,
the Member requesting such addition shall be required to provide quarterly funding at an amount agreed
with the Authority (if no tax levy has yet been passed). Ifa tax levy has been approved for collection, the
new (or expanded) Member shall provide annual funding equal to the value of the tax levy that would
have been assessed to the Member had it been included in the most recent tax levy. Such payment shall
continue annually until the new Member’s voting precincts can be included in a subsequent tax levy.
Article VII
Filing and Publication
Section 1. Filing and Publication. Within thirty (30) days after the signing of these Articles of
Incorporation by all Incorporating Political Subdivisions, the Muskegon County Administrator, or his/her
designee, shall:
(a) Publish a copy of these articles at least once in a newspaper circulated within the area
proposed to be served by the Authority, and
(b) File a copy of these Articles with the Secretary of State, the Muskegon County Clerk, and the
Director of the Michigan Department of Transportation
Section 2. Effective Date. These articles shall become effective immediately upon filing and publication
as described above.
Section 3. Subsequent Filings. Publication and filing of Amendments to these Articles shall be
consistent with Section 1 and Section 2, but shall be performed by the Chairperson of the Authority Board
of Directors or his/her designee as the responsible official instead of the County Administrator.
Article VOI
Amendment
Section 1. These Articles may be amended upona resolution adopted by two-thirds of the legislative
bodies that are, at the time of the proposed amendments, participating as Members of the Authority. No
amendment shall be effective until the amendment is filed and published in the same manner as required
for adoption of these Articles.
Article IX
Release or Withdrawal from Authority
Section 1. An Incorporating Political subdivision may be released from membership in the Authority if
all the following conditions are met:
(a) Adoption of a resolution by a majority of the members serving on the governing or legislative
body of the Incorporating Political Subdivision requesting release from membership.
(b) Acceptance of the request by a 2/3 vote of the members serving on the board of the
Authority, excluding the members representing the political subdivision requesting release.
(c) Payment or the provision for payment is made regarding all obligations of the Incorporating
Political Subdivision to the public authority or its creditors.
Section 2. Notwithstanding the provisions of Section 1, an Incorporating Political Subdivision may also
be released from membership in the authority if all the following conditions are met:
(a) A petition subject to section 5488 of the Michigan election law, 1945 PA 116, MCL 168.488,
that bears the signatures of registered electors of the Incorporating Political Subdivision equal
to at least 20% of the number of votes cast in the Incorporating Political Subdivision for all
candidates for governor in the last general election in which a governor was elected and that
requires the governing body of the Incorporating Political Subdivision entity by resolution to
submit the question to its electors at the next general or special election is filed not less than
60 days before the election with the clerk of the entity presenting the question.
(b) The Incorporating Political Subdivision desiring to withdraw from the authority has approved
the question by a majority of the qualified and registered electors voting at a general or
special election held in November before the expiration of a tax authorized to be levied under
this act.
(c) The vote upon the question approving the resolution is by ballot and is in substantially the
following form: "Shall (the Incorporating Political Subdivision) as provided by
1986 PA 196 withdraw from the authority as a member? Yes No "
(d) All ballots are cast, canvassed, and the results of the election certified in the same manner as
ballots on any other question submitted to the electors of the entity seeking withdrawal
pursuant to the Michigan election law, 1954 PA 116, MCL 168.1 to 168.992.
(ec) Payment or the provision for payment is made regarding all obligations of the political
subdivision to the public authority or its creditors. If withdrawal is approved by a majority of
the electors voting on the question, the decision will take effect at the expiration date of the
tax and neither the Authority nor officials of the other political subdivision(s) may appeal or
amend this decision.
Section 3. Notwithstanding Section 1 and 2 above, an Incorporating Political Subdivision that is part of
the Authority may withdraw from the Authority in any year in which a tax authorized to be levied under
Act 196 of 1986 expires, without meeting the conditions listed in Section | or 2, if the Incorporating
Political Subdivision makes the determination to withdraw by a vote of its legislative body held in
January of that year.
Article X
Savings Clause
Section 1. Savings Clause. The invalidity or unenforceability of any term in these Articles shall not
affect the validity or enforceability of any remaining term in these Articles.
Endorsements
The foregoing articles of incorporation were adopted by an affirmative vote of a majority of the members
serving on the governing or legislative body of the City of Muskegon, Michigan at a meeting duly held on
the 8" day of October, A.D., 2024.
Ken Johnson, Mayor
City of Muskegon
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