CASINO

Davenport sets target date to submit a casino license application

2013-02-06T16:20:00Z 2013-02-07T13:25:04Z Davenport sets target date to submit a casino license applicationKurt Allemeier The Quad-City Times
February 06, 2013 4:20 pm  • 

Davenport is now targeting the April 18 meeting of the Iowa Racing and Gaming Commission to submit a license application for the city’s proposed takeover of the Rhythm City Casino.

Davenport City Administrator Craig Malin laid out the new timeline at a meeting Wednesday of the Davenport Community Improvement Corp. during a discussion on an operator for a proposed land-based casino.

The city is in the process of acquiring the Rhythm City from the Isle of Capri for at least $46 million. Operations would be overseen by the Davenport Community Improvement Corp., with revenues passed through to the city under a lease agreement.

An operator agreement for the casino would be the primary requirement for the corporation. A completed purchase agreement, a development agreement and financing plan for the casino and an agreement between the corporation and Riverboat Development Authority also would be part of the application to the gaming commission.

Malin told the corporation board that the city would like to have everything in place so that an application can be assembled starting in early March. The city’s negotiating team is to report to aldermen at the Feb. 20 council meeting. The April gaming commission meeting is in Council Bluffs.

“If everyone is making good progress, we would be looking for March preparing the application and the April IRGC meeting,” he said.

The Isle of Capri also might include the Davenport Community Improvement Corp. as a signatory on the purchase agreement that is being completed, Malin said, saying confirmation of that could come by next week. That would allow the corporation access to documents that could help in making management decisions.

The corporation and the city created a plan for doing background checks on at least the Ingenus Management & Consulting principals.

Various members also will consider the financial background and management of the Ingenus team as well as consider what the scope of any management agreement might entail.

Board member Mary Ellen Chamberlin said the Dubuque Racing Association hired a general manager to create a management team to oversee operation of the Mystique casino and report back to the board.

“I’ve seen these other public operators run without management fees,” she said. “What do we get for management fees? If it is something like training, that is something that doesn’t cost millions of dollars a year.”

Ingenus would manage the whole operation under its management agreement, Alderman Jeff Justin said. He did say that other operators might be willing to provide their services, too.

The current management team of the Rhythm City could be an option to consider.

“We think it is important to look at all the different options,” corporation chairwoman Kelli Grubbs said after the meeting. “These are all things we have to get answers to. There is a lot of work to be done.”

The board voted to hire an attorney to start developing a lease agreement between the corporation and the city.

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(4) Comments

  1. riverdog
    Report Abuse
    riverdog - February 07, 2013 1:14 pm
    To Davenport Mayor Bill Gluba,
    Davenport Alderman
    Davenport City Administrator Craig Malin
    Davenport Police Chief Francis Donchez Jr.

    On November 15, the Davenport City Council voted to create the Davenport Community Improvement Corporation. The Bi Laws of that Corporation are as follows: BYLAWS
    OF
    DAVENPORT COMMUNITY IMPROVEMENT CORP.
    ARTICLE I
    OBJECTS
    Davenport Community Improvement Corp. (the "Corporation") is organized: to engage in
    the establishment, maintenance and operation of, among other things, gambling games in the
    State of Iowa in accordance with a license or licenses granted under Chapter 99F of the Iowa
    Code and with the rules and regulations promulgated by the Iowa Racing and Gaming
    Commission established thereunder; and to do and perform such acts as may be necessary or
    appropriate for carrying out the foregoing purposes of the Corporation and to exercise any and
    all of the powers granted to nonprofit corporations by the Iowa Nonprofit Corporation Act.
    The Corporation is not organized for pecuniary profit. No part of the net earnings of the
    Corporation shall inure to the benefit of any Director or officer of the Corporation, or any private
    individual, except that the Corporation shall be authorized and empowered to pay reasonable
    compensation for services rendered and to make payments and distributions in furtherance of the
    purposes and objects set forth hereinabove and in the Articles of Incorporation.
    ARTICLE II
    OFFICES
    Section 2.1. Principal Office. The principal office of the Corporation in the State of Iowa
    shall be located at Davenport, Scott County, Iowa. The Corporation may have additional offices,
    either within or without the State of Iowa, as the affairs of the Corporation may require from
    time to time.
    Section 2.2. Registered Office and Registered Agent. The Corporation shall have and
    continuously maintain in the State of Iowa a registered office, and a registered agent whose
    office is identical with such registered office, as required by the Iowa Nonprofit Corporation Act.
    The registered office may be, but need not be, identical with the principal office of the
    Corporation in the State of Iowa, and the address of the registered office may be changed from
    time to time by the Board of Directors.
    2
    ARTICLE III
    MEMBERS
    The Corporation shall have no members.
    ARTICLE IV
    BOARD OF DIRECTORS
    Section 4.1. Power and Authority of the Board of Directors. Since the Corporation has
    no members, the Directors of the Corporation shall have the sole voting power except as set forth
    herein pertaining to the approval of the City Council for the City of Davenport, Iowa (the
    “City”). The affairs of the Corporation shall be managed by seven (7) voting Directors (the
    "Board" or the "Board of Directors"), one (1) of whom will be the Administrator for the City;
    one (1) of whom will be the Chief of Police; four (4) of whom will be members of the general
    public initially appointed by the Davenport City Council; and one (1) of whom is to be an
    alderman appointed by the Davenport City Council. “Appointed by the Davenport City
    Council”, “Davenport City Council shall appoint” or similar phrases concerning appointments
    shall mean the individual will be nominated by the Mayor and confirmed by vote of the City
    Council.
    The Administrator for the City and Chief of Police will serve as a Director until the
    resignation, death, disqualification or removal of the Director from the Board. The alderman
    serving on the Board shall serve until the annual meeting of the Board following the completion
    of two years from the time of his or her appointment subject to resignation, death,
    disqualification or removal. Two of the members of the general public serving on the Board
    shall serve until the annual meeting of the Board following the completion of two years from the
    time of his or her appointment subject to resignation, death, disqualification or removal, and the
    other two initial members of the general public will serve until the annual meeting of the Board
    following the completion of three years from the time of his or her appointment subject to
    resignation, death, disqualification or removal. One of the two general public positions will
    appointed by the Riverboat Development Authority Board after the completion of the initial twoyear
    term and one after completion of the initial three-year term and thereafter upon the
    expiration of subsequent terms. The other two general public positions will be appointed by the
    Davenport City Council after the completion of the initial two-year term and one after the
    completion of the initial three-year term and thereafter upon the expiration of subsequent terms.
    After the sixty percent of the initial City-bonded project debt is retired, one of the two general
    public positions still appointed by the Davenport City Council will thereafter be appointed by the
    DCIC Board; the other position will begin to be appointed by the DCIC Board when 80 percent
    of this debt has been retired. After the completion of the initial terms for the aldermen and
    representatives of the general public, the term for their successors shall be for a period of three
    3
    (3) years subject to resignation, death, disqualification or removal. The Davenport City Council
    shall appoint the successor to the alderman, the Administrator for the City and the Chief of
    Police. Regardless of any provision to the contrary contained in these bylaws, after the initial
    term is completed the City Council may appoint a city staff person other than the Administrator
    for the City or the Chief of Police to either or both of those board positions.
    The general public board appointments should be based on business acumen, analytical
    skills and a demonstrated capacity for good judgment. The appointments shall be made without
    regard to politics or political allegiance. The individuals shall be residents of the City of
    Davenport.
    Inasmuch as it is necessary for each Director to satisfy a thorough examination of his or
    her personal history (viz. financial, criminal, etc.), conducted by the Iowa Department of
    Criminal Investigation, the Iowa Racing and Gaming Commission (the "Commission"), or other
    regulatory agencies, and substantial information must thus be provided by each potential
    Director, and because it is necessary to confirm that each appointee is willing to divulge all
    required information and complete all required forms, the names of all potential appointees in
    any particular year must be submitted in writing to the Davenport City Council not less than
    thirty (30) days prior to the annual meeting of the Board, and prior to the annual meeting, each
    appointee must confirm in writing his or her willingness to complete all forms and furnish all
    information required by the aforesaid regulatory agencies. Upon appointment to the Board, each
    Director must, within thirty (30) days of such appointment, (unless the Davenport City Council,
    for good cause shown, waives or modifies the time) submit to the Commission and/or the
    requisite regulatory agencies all required forms and information. Any Director who fails to
    qualify under the rules and regulations of the Commission, or under any other rules and
    regulations applicable to the Corporation, upon expiration of any grace period extended to attain
    compliance with the rules and regulations, shall thereupon cease to be a Director without further
    vote or action of the Davenport City Council.
    Section 4.2. Removal. Any Director elected or appointed by the Davenport City Council
    may be removed by the Davenport City Council whenever in its judgment the best interests of
    the Corporation would be served thereby. Any Director elected or appointed by the Riverboat
    Development Authority Board may be removed by the Riverboat Development Authority Board
    whenever in its judgment the best interests of the Corporation would be served thereby. The
    alderman, the Administrator for the City and Chief of Police (or other designated successors)
    may be removed by two-thirds vote of the members of the Davenport City Council whenever in
    its judgment the best interests of the Corporation would be served thereby.
    Section 4.3. Annual and Regular Meetings. An annual meeting of the Board shall be
    held on the fourth Wednesday in the month of July of each year, for the purpose of installing
    4
    Directors, and transacting such other business as may come before the Board. The Board, by
    resolution, may provide for a different date for such annual meeting. The Board shall also have
    regular meetings throughout the year as determined by the Chairperson. Board meetings shall be
    held at the principal office of the Corporation, unless the Board, by resolution determines
    otherwise.
    Section 4.4. Special Meetings. Special meetings of the Board may be called by or at the
    request of the Chairperson or any other Director and may be conducted by conference telephone
    or at the principal office of the Corporation, as determined by the person requesting the special
    meeting, unless the Board by resolution, determines otherwise.
    Section 4.5. Notice of Meetings. Notice (which shall include the nature of the business
    to be transacted at, and the purpose of, the meeting) of all meetings shall be given at least
    twenty-four hours prior thereto, (unless for good cause such notice is impossible or impractical,
    in which case as much notice as is reasonably possible shall be given), by written notice
    delivered personally or mailed to each Director at his or her designated address or by facsimile or
    e-mail. If mailed, such notice shall be deemed to be delivered when deposited in the United
    States mail so addressed, with postage thereon prepaid. If notice be given by facsimile or e-mail,
    such notice shall be deemed to be delivered when the Corporation's facsimile or e-mail machine
    confirms the notice has been properly transmitted to the Director's facsimile or e-mail machine.
    Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall
    constitute a waiver of notice of such meeting except when a Director attends a meeting for the
    express purpose of objecting to the transaction of any business because the meeting is not
    lawfully called or convened. A Director may attend any meeting for the express purpose of
    objecting to the transaction of any business because the meeting is not lawfully called or
    convened.
    Section 4.6. Quorum. A majority of the number of Directors who have been elected or
    appointed shall constitute a quorum for the transaction of business at any meeting of the Board,
    except that less than a quorum may adjourn from time to time.
    Section 4.7. Manner of Acting. Except as otherwise provided in these Bylaws, the act of
    the majority of the Directors present at a meeting at which a quorum is present shall be the act of
    the Board.
    Section 4.8. Vacancies. If a vacancy occurs by reason of death, resignation,
    disqualification, removal or otherwise, the Davenport City Council shall select a person to fill
    such vacancy. A Director so elected or appointed shall be elected or appointed for the unexpired
    term of his or her predecessor in office.
    5
    Section 4.9. Presumption of Assent. A Director who is present at a meeting of the Board
    at which action on any corporate matter is taken shall be presumed to have assented to the action
    taken unless his or her dissent shall be entered in the minutes of the meeting, or unless he or she
    shall file a written dissent to such action with the person acting as the Secretary of the meeting
    before the adjournment thereof, or he or she delivers such dissent either personally or by
    registered or certified mail, return receipt requested, to the Chairperson within three (3) business
    days after the adjournment of the meeting. Such right to dissent shall not apply to a Director
    who voted in favor of such action.
    Section 4.10. Informal Action by Directors. Any action required to be taken at a meeting
    of the Directors, or any other action which may be taken at a meeting of the Directors, may be
    taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed
    by all of the Directors.
    Section 4.11. Meetings by Conference Telephone. A Director may participate in a
    meeting of the Board by conference telephone or similar communications equipment. All
    persons participating in the meeting shall be able to hear each other, and participation in a
    meeting pursuant to this provision shall constitute presence in person at the meeting. Records of
    the meeting shall be kept as required by Article VII.
    Section 4.12. Compensation. Directors, other than paid City staff, shall receive a one
    thousand dollar per month stipend for compensation for their services as a Director. The Board
    may authorize reimbursement for expenses incurred in the performance of their duties including
    City staff members who are directors. Such authorization may prescribe the procedure for
    approval and payment of such expenses by the Corporation.
    Section 4.13. Resignation. A Director may resign at any time by giving written notice to
    the Davenport City Council. Such resignation shall take effect at the time specified therein, or, if
    no time is specified, at the time of acceptance thereof as determined by the Davenport City
    Council.
    ARTICLE V
    OFFICERS
    Section 5.1. Officers. The officers of the Corporation shall consist of a Chairperson of
    the Board of Directors, and a Secretary and such other officers, with such powers and duties as
    may be determined by the Board of Directors. In addition, the Corporation shall have a
    President/Chief Executive Officer/General Manager (hereinafter referred to as the "General
    Manager"), and may have a Vice President of Operations, and such other vice presidents as may
    6
    be designated by the Board of Directors. Any two or more offices may be held by the same
    person.
    Section 5.2. Election and Term of Office. The officers of the Corporation, (other than the
    General Manager and Vice President of Operations [and such other vice presidents as may be
    subsequently appointed], shall be elected every year at the annual meeting of the Directors. If
    the election of officers shall not be held at such meeting, such election shall be held as soon
    thereafter as conveniently possible. Each officer shall hold office until his or her successor shall
    have been duly elected and shall have qualified.
    Section 5.3. Removal. Any officer elected or appointed by the Board of Directors may
    be removed by the Board of Directors whenever in its judgment the best interests of the
    Corporation would be served thereby, but such removal shall be without prejudice to the contract
    rights, if any, of the officer so removed.
    Section 5.4. Vacancies. Any vacancy in any office because of death, resignation,
    disqualification or otherwise, may be filled by appointment by a majority of Directors present
    and voting at a meeting of the Directors. An officer so elected shall be elected for the unexpired
    term of his or her predecessor in office.
    Section 5.5. Chairperson. The Chairperson shall preside at all meetings of the Board of
    Directors and shall do and perform such other duties as may be assigned to him or her by the
    Board of Directors. In the event of the absence of the Chairperson from any meeting, any other
    Director designated by the Directors in attendance at the meeting may preside in his or her stead.
    In the event of the death, resignation or permanent incapacity of the Chairperson, the Board of
    Directors shall elect a Chairperson for the unexpired term.
    Section 5.7. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the
    Board of Directors in one (1) or more books provided for that purpose; (b) see that all notices are
    duly given in accordance with the provisions of these Bylaws or as required by law; (c) be
    custodian of the corporate records; and (d) in general, perform all of the duties incident to the
    office of Secretary and such other duties as may be assigned from time to time by the
    Chairperson or the Board of Directors.
    Section 5.8. General Manager. The General Manager shall be the principal executive
    officer of the Corporation and, subject to the control of the Board of Directors, shall in general
    supervise and control the day-to-day business and affairs of the Corporation. The General
    Manager shall perform all duties as may be prescribed by the Board of Directors from time to
    time, and shall be paid such compensation as the Board of Directors shall determine.
    7
    Section 5.9. Vice President(s). The Vice President of Operations (and any other vice
    presidents who may subsequently be appointed) shall perform all duties and be paid such salary
    as may be prescribed by the General Manager, as approved by the Board of Directors.
    Section 5.10. Assistants and Acting Officers. The Board of Directors shall have the
    power to appoint any person to act as assistant to any officer, or to perform the duties of such
    officer whenever for any reason it is impracticable for such officer to act personally, and such
    assistant or acting officer so appointed by the Board of Directors shall have the power to perform
    all the duties of the office to which he or she is so appointed to be assistant, or as to which he or
    she is so appointed to act, except as such power may be otherwise defined or restricted by the
    Board of Directors.
    ARTICLE VI
    CONTRACTS, LOANS, CHECKS AND DEPOSITS
    Section 6.1. Contracts. The Board of Directors may authorize any officer or officers,
    agent or agents, to enter into any contract or execute and deliver any instrument in the name of
    and on behalf of the Corporation, and such authority may be general or confined to specific
    instances. In the absence of any specific authorization from the Board of Directors, the General
    Manager, or such officers and employees as he or she may select, shall have the authority to
    contract and execute documents on behalf of the Corporation pertaining to the day-to-day
    operations and business of the Corporation.
    Section 6.2. Loans. No loans shall be contracted on behalf of the Corporation, and no
    evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the
    Board of Directors. Such authority may be general or confined to specific instances.
    Section 6.3. Investments. The Corporation shall have the right to retain all or any part of
    any securities or property acquired by it in whatever manner and to invest and reinvest any funds
    held by it, according to the judgment of the Board of Directors, without being restricted to the
    class of investments which a fiduciary is or may hereafter be permitted by law to make or any
    similar restriction.
    Section 6.4. Voting Stock of Other Corporations. Unless otherwise ordered by the Board
    of Directors, the Chairperson shall have full power and authority on behalf of the Corporation to
    vote either in person or by proxy at any meeting of stockholders of any corporation in which this
    Corporation may hold stock, and at any such meeting may possess and exercise all of the rights
    and powers incident to the ownership of such stock which, as the owner thereof, this Corporation
    might have possessed and exercised if present. The Board of Directors may confer like powers
    upon any other person and may revoke any such powers as granted at its pleasure.
    8
    Section 6.5. Agents and Representatives. The Board of Directors may appoint such
    agents and representatives of the Corporation with such powers and to perform such acts or
    duties on behalf of the Corporation as the Board of Directors may see fit, so far as may be
    consistent with these Bylaws, to the extent authorized or permitted by law.
    Section 6.6. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of
    money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be
    signed by such officer or officers, agent or agents of the Corporation, and in such manner, as
    shall from time to time be determined by resolution of the Board of Directors. In the absence of
    any specific determination by the Board of Directors, such instruments may be signed by the
    General Manager or such other officers and employees as may be determined by the General
    Manager.
    Section 6.7. Deposits. All funds of the Corporation not otherwise employed shall be
    deposited from time to time to the credit of the Corporation in such banks, trust companies or
    other depositories as the Board of Directors may select.
    ARTICLE VII
    BOOKS, RECORDS AND ACCOUNTS
    The Corporation shall keep correct and complete books and records or accounts and shall
    also keep minutes of the proceedings of its Board of Director meetings.
    ARTICLE VIII
    FISCAL YEAR
    The fiscal year of the Corporation shall begin on July 1 in each year and end on June 30
    of each year.
    ARTICLE IX
    BUDGET AND FINANCIAL OPERATION
    The financial operation of the Corporation shall be conducted in accordance with
    accepted business practices, including a budget annually approved by the Board of Directors.
    ARTICLE X
    LIABILITY AND INDEMNIFICATION
    9
    Section 10.1. Non-Liability. A Director, officer, employee, volunteer or agent of this
    Corporation shall not be personally liable to the Corporation for monetary damages for breach of
    fiduciary duty as a Director, officer, employee, volunteer or agent, except for liability (i) for any
    breach of the duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or
    which involve intentional misconduct or knowing violation of the law or (iii) for any transaction
    from which such person derived an improper personal benefit. No amendment to or repeal of
    this Article shall apply to or have an effect on the liability or alleged liability of any Director,
    officer, employee, volunteer or agent of the Corporation for or with respect to any acts or
    omissions of such person occurring prior to such amendment or repeal. If Iowa law is hereafter
    changed to permit further elimination or limitation of the liability of directors, officers,
    employees, volunteers or agents for monetary damages to the Corporation, then the liability of a
    Director, officer, employee, volunteer or agent of this Corporation shall be eliminated or limited
    to the full extent then permitted. The Directors, officers, employees, volunteers or agents of this
    Corporation have agreed to serve in such capacity in reliance upon the provisions of this Article.
    Section 10.2. Indemnification. The Corporation shall indemnify any present or future
    Director, officer, employee, volunteer or agent of the Corporation, and each such person who is
    serving or has served, at the request of the Corporation, as a director, officer, partner, trustee,
    employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or
    employee benefit plan to the fullest extent possible against expenses, including attorneys' fees,
    judgments, fines, settlements and reasonable expenses, actually incurred by such person relating
    to his or her conduct as a Director, officer, employee, volunteer or agent of the Corporation or as
    a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint
    venture, trust, other enterprise, or employee benefit plan, except that the mandatory
    indemnification required by this sentence shall not apply (i) to a breach of the duty of loyalty to
    the Corporation, (ii) for acts or omissions not in good faith or which involve intentional
    misconduct or knowing violation of the law, (iii) for a transaction from which such person
    derived an improper personal benefit, or (iv) against judgments, penalties, fines and settlements
    arising from any proceeding by or in the right of the Corporation, or against expenses in any such
    case, where such person shall be adjudged liable to the Corporation.
    Service on the Board of Directors of the Corporation, or as an officer, employee,
    volunteer or agent thereof is deemed by the Corporation to have been undertaken and carried on
    in reliance by such persons on the full exercise by the Corporation of all powers of
    indemnification which are granted to it under this Article and the Iowa Nonprofit Corporation
    Act as amended from time to time. Accordingly, the Corporation shall exercise all of its powers
    whenever, as often as necessary and to the fullest extent possible, to indemnify such persons.
    Such indemnification shall be limited or denied only when and to the extent provided above
    unless the Iowa Nonprofit Corporation Act or other applicable legal principles limit or deny the
    Corporation's authority to so act. This Article and the indemnification provisions of the Iowa
    10
    Nonprofit Corporation Act (to the extent not otherwise governed by controlling precedent) shall
    be construed liberally in favor of the indemnification of such persons.
    Section 10.3. Expenses Post-Paid. To the extent that a Director, officer, employee,
    volunteer or agent of the Corporation has been successful on the merits or otherwise in defense
    of any action, suit or proceeding referred to in Section 10.2, or in defense of any claim, issue or
    matter therein, such person shall be indemnified against expenses (including attorneys' fees)
    actually and reasonably incurred by such person in connection therewith; provided, however,
    nothing contained in this Section 10.3 shall limit the ability of the Corporation to provide
    indemnity including costs of counsel as provided elsewhere in this Article.
    Section 10.4. Expenses Pre-Paid. Expenses (including attorneys' fees) incurred in
    defending a civil or criminal action, suit or proceeding may be paid by the Corporation in
    advance of the final disposition of such action, suit or proceeding as authorized by a majority of
    a quorum of the Board of Directors upon receipt of an undertaking by or on behalf of the
    Director, officer, employee, volunteer or agent to repay such amount in the event one of the
    exceptions to the indemnification required by Section 10.2 is determined to apply.
    Section 10.5. Liability Insurance. The Corporation may purchase and maintain insurance
    on behalf of any person who is or was a Director, officer, employee, volunteer or agent of the
    Corporation, or is or was serving or has served, at the request of the Corporation, as a director,
    officer, partner, trustee, employee or agent of another corporation, partnership, joint venture,
    trust, other enterprise, or employee benefit plan against any liability asserted against such person
    and incurred by such person in any such capacity or arising out of such person's status as such,
    whether or not the Corporation would have the power to indemnify such person against such
    liability under the provisions of this Article.
    Section 10.6. Expanded Indemnity. It is to the advantage of this Corporation to obtain
    the advice and guidance of qualified persons who serve as Directors and officers. Such persons
    have no financial interest in the Corporation and most receive no financial compensation for their
    work on behalf of the Corporation. The advice and guidance of such persons is of greater value
    to the Corporation than monetary value. In addition, the type of person whose advice and
    guidance is sought agrees to serve for reasons related more generally to a willingness to sacrifice
    his or her time and effort to benefit society and the Corporation through application of skills and
    knowledge. In recognition of this benefit, and to induce such persons who are to serve as
    Directors and officers thereof, the Corporation shall, in all cases not covered by Sections 10.1
    and 10.2 above, indemnify such persons against expenses (including attorneys' fees), judgments,
    fines and amounts paid in settlement actually and reasonably incurred by them in connection
    with any action, suit or proceeding to which they are made a party by reason of the fact that they
    are or were Directors or officers of this Corporation or are or were, at the request of the
    11
    Corporation, as a director, officer, partner, trustee, employee or agent of another corporation,
    partnership, joint venture, trust, other enterprise, or employee benefit plan, unless it is
    affirmatively prohibited from doing so by a final order or judgment of the forum in which such
    action, suit or proceeding was maintained.
    Section 10.7. Indemnification Not Exclusive. The indemnification provided by this
    Article shall not be deemed exclusive of any other rights to which those indemnified may be
    entitled under any other Bylaw, resolution, agreement, vote of disinterested Directors, or
    otherwise, both as to action in such person's official capacity and as to action in another capacity
    while holding such office and shall continue as to a person who has ceased to be a Director,
    officer, employee, volunteer or agent and shall inure to the benefit of the heirs, executors and
    administrators of such a person.
    ARTICLE XI
    NO VOTE ON CONFLICTING MATTERS AND TRANSACTIONS IN WHICH
    OFFICERS OR DIRECTORS ARE INTERESTED
    Section 11.1. No Vote On Conflicting Matters. Every Director of the Corporation owes
    a duty of loyalty to the Corporation. Further, it is imperative that each Director avoid any
    conflicts of interest with his or her duties as Director. Accordingly, no Director shall vote on any
    matter which grants, confers or otherwise conveys economic benefit to such Director or to an
    entity of which any Director or any member of his or her immediate family is an officer, director,
    shareholder or employee. On an annual basis, and on a form approved by the Corporation's
    Board of Directors, each Director shall confirm in writing that he or she (and his or her family)
    have no conflicts of interest with the Corporation or, if so, the nature of such conflicts.
    Section 11.2. Transactions In Which Officers Or Directors Are Interested. An officer or
    Director of this Corporation shall not be disqualified from serving in such office because he or
    she (or members of his or her family) contracts or does business with this Corporation either as a
    vendor, purchaser or otherwise, nor shall any transaction or contract of this Corporation be void
    or voidable by reason of the fact that any officer or Director (or members of his or her family) or
    any firm of which any Director or officer (or family member) is a member or any corporation of
    which any officer or Director (or family member) is a shareholder, officer, director or employee,
    is in any way interested in such transaction or contract, provided that, after such interest shall
    have been disclosed, such transaction or contract is or shall be authorized, ratified or approved
    by a vote of a majority of a quorum of the Board of Directors without counting in such majority
    or quorum any Director so directly or indirectly interested, nor shall any officer or Director (or
    family member) be liable to account to this Corporation for any profits realized by or from or
    through any such transaction or contract of this Corporation authorized, ratified or approved as
    aforesaid by reason of the fact that such officer or Director (or family member), or any firm of
    12
    which such officer or Director (or family member) is a member, or any corporation of which
    such officer or Director (or family member) is a shareholder, officer, director or employee was
    interested in such transaction or contract. Nothing herein contained shall create liability in the
    events above described or prevent the authorization, ratification or approval of such contracts in
    any other manner provided bylaw.
    ARTICLE XII
    MISCELLANEOUS
    Section 12.1. Waiver of Notice. Whenever any notice is required to be given to any
    Director of the Corporation under the provisions of the Articles of Incorporation or under the
    provisions of the Iowa Nonprofit Corporation Act, a waiver thereof in writing, signed by the
    person or persons entitled to such notice, whether before or after the time stated therein, shall be
    deemed equivalent to the giving of such notice.
    Section 12.2. Expenses. All officers and committees shall be entitled to reimbursement
    for expenditures authorized in carrying out the duties of their respective offices.
    Section 12.3. Corporate Seal. The Corporation shall not have a corporate seal.
    Section 12.4. Procedures. The Board of Directors shall adopt its own rules of procedure
    to govern all questions of order and regularity where the same do not conflict with the Bylaws of
    this Corporation. Roberts Rules of Order will provide guidance for questions not addressed by
    the Board’s rules.
    Section 12.5. Amendments. Amendments to these Bylaws may, if the notice of the
    meeting contained a statement of the substance of the proposed amendment, be adopted by twothirds
    of the Board of Directors in attendance at any regular or special meeting of the Board of
    Directors; provided, however, no amendment will become effective until approved by the
    Davenport City Council which may veto the same.
    Dated this _______ day of _____________, 2012.
    DAVENPORT COMMUNITY
    IMPROVEMENT CORP.



    On January 28, 2013 before the DCIC Noon meeting in the Colonel Davenport Room, River Center South, Second floor Keith Meyer, 1012 Marquette gave a copy of page 11 of the Bi laws to DCIC Chair Kelli Grubbs, Davenport City Administrator, Craig Malin, Sixth Ward Alderman Jeff Justin, Davenport police chief Francis Donchez, Riverboat Development Authority Mary Ellen Chamberlin as well as Davenport Mayor Bill Gluba.

    During the public portion of the meeting Keith Meyer 1012Marquette read the followinig section 11.1. ARTICLE XI
    NO VOTE ON CONFLICTING MATTERS AND TRANSACTIONS IN WHICH
    OFFICERS OR DIRECTORS ARE INTERESTED
    Section 11.1. No Vote On Conflicting Matters. Every Director of the Corporation owes
    a duty of loyalty to the Corporation. Further, it is imperative that each Director avoid any
    conflicts of interest with his or her duties as Director. Accordingly, no Director shall vote on any
    matter which grants, confers or otherwise conveys economic benefit to such Director or to an
    entity of which any Director or any member of his or her immediate family is an officer, director,
    shareholder or employee. On an annual basis, and on a form approved by the Corporation's
    Board of Directors, each Director shall confirm in writing that he or she (and his or her family)
    have no conflicts of interest with the Corporation or, if so, the nature of such conflicts.

    And cited conflicts of interest by Malin. Justin and Donchez as well as conflicts by RDA Board Chair Mary Ellen Chamberlin and RDA member Christinie Frederick.

    At the following Wednesday January 30, 2013 meeting of the DCIC, Craig Malin and Jeff Justin abstained but the Police Chief Francis Donchez voted. As did members of RDA.

    The action of the Davenport City Council on November 15, 2012 creating the DCIC with its City Administrator membership, its Police Chief membership and the City Council Alderman appointment is a subject for Judicial Review of Administrative review. Under Iowa Code Section 17.A.

    Keith Meyer, 1012 Marquette is a person who is aggrieved and adversely affected by the City Council vote to establish the DCIC with it’s present Bilaws. A person who has exhauseed al adequate administrative remedies can petiton for Judical review.

    This letter is an attempt to exhaust adequate administrative remedies and a request for the Davenport City Council to rescind or void its action of November 15, 2012 and create a new set of Bi Laws for the DCIC and appoint Directors who do not have a conflict of interest and, or eliminate section 11.1 of the DCIC Bi laws.

    Respectfully submitted,
  2. jjones
    Report Abuse
    jjones - February 07, 2013 10:32 am
    I don't want a casino already. The entire thing is a bad idea Gambling is basically not good for you, as all u do is loose. If the city wants it so bad then u buy it, not me. Our city council is a bunch of numbskulls. There's a big pothole up by the Genesis east parking lot...been there for years, how about fixing that?
  3. KingJoe
    Report Abuse
    KingJoe - February 07, 2013 10:15 am
    "The corporation and the city created a plan for doing background checks on at least the Ingenus Management & Consulting principals."

    Why would the city after voting 10-0 for Igenus need background checks on anyone else? Why of course because Restoration St. Louis is still in the picture. Remember there is a mystery individual at the city that put them back in. Why is that person a mystery? It’s a mystery because neither this reporter nor his editor has the balls to report it.


    "Ingenus would manage the whole operation under its management agreement, Alderman Jeff Justin said. He did say that other operators might be willing to provide their services, too.
    The current management team of the Rhythm City could be an option to consider."

    This is no secret. It has now been hinted at in two separate stories by this paper. Just wait to you hear who has been handpicked for months to manage this.

    Maybe Lee Enterprises should quit giving the Chamber hundreds of thousands of dollars. Maybe the city should do the same. Until then, nobody outside of the local watering holes are ever going to know how tangled these 3 are. This paper is never going to report it.
  4. iadude
    Report Abuse
    iadude - February 07, 2013 8:16 am
    Hurry! Hurry! Hurry! Step right up and buy a casino! Before anyone in the media is brave enough to connect all the dots. Council and mayor must all be graduates of the University of Chicago Government. Urgency has an odor and absence of a public vote makes it smell more.
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