Muskogee officials approved the certification of incorporation and bylaws for the proposed community foundation Tuesday by a 7-2 vote.

The Finance Committee agenda item sparked some contention among council members who were not included in earlier discussions with Mike Joseph, an Oklahoma City lawyer hired to draft the documents.

Mayor Wren Stratton said the city councilors asked to attend the earlier meetings, James Gulley and David Jones, were invited because they are not up for election this year. Joseph said concerns about violating the Open Meetings Act prevented the inclusion of other councilors.

Councilors Jim Ritchey, Ward IV, and Frank Borovetz Jr., Ward II, said they voted against approval of the proposed documents in order to have more time to review the provisions.

“I think all of the Council should have the right and privilege to review these documents” before a vote is taken, Borovetz said.

In addition to concerns about some councilors not being included during meetings prior to the drafting of the documents, Ritchey also expressed concerns about how to keep the politics out of the foundation’s directing board.

“This document doesn’t appear to do that,” Ritchey said, noting the inclusion of three City Council members and the city manager as voting directors and the ability of city councilors to remove directors by a majority vote.

Joseph said it is important for the city to reserve some powers.

“It would not be responsible to choose some people (to run the foundation) and just let them go off on their own,” Joseph said. “I think it’s important to reserve some power — this assures you of some measure of oversight and control to ensure the promotion of the quality of life of all residents.”

Joseph said the proposed documents were drafted in a way that promotes transparency and accountability and protects against potential conflicts of interests.

Other committee members who approved the measure after expressing concerns about how the documents were created ultimately were won over by Joseph’s explanations of the provisions and why they were included in the draft proposal.

The articles of incorporation approved Tuesday detail the purpose of the City of Muskogee Foundation and the organizational structure of its directing board. The articles also define its powers and duties. The proposed bylaws set out the role and certain restrictions of the directing board, reserves certain powers to the City Council, and dictates the rules by which business will be conducted.

Both documents must be approved by the City Council, which is expected to address the matter during its regular meeting Monday. If approved, Stratton said, the next big step will be determining the qualifications of directors and how they will be selected.

The makeup of the directing board, however, is set out in the incorporating documents. Under the proposed certificate of incorporation, the proposed foundation’s board will be made up of between three and 15 directors.

Joseph said initially the board will consist of 13 members, with Muskogee’s mayor, city manager and two city councilors filling four of those positions. City councilors will have an opportunity to nominate three people each. The City Council will elect nine directors from that pool of nominees.

The process of how to choose from the nominees prompted additional debate. Joseph said the directing board should reflect the diversity of Muskogee’s residents, ensuring those who serve have the interests of the community as a whole at heart.

Ritchey said the City Council should have an opportunity to interview every nominee during a public hearing. Stratton said potential nominees should provide city officials with a personal biography and statement of purpose, which would allow officials to complete a talent grid for prospective directors.

Other questions about a director’s qualifications will be addressed at a later date.

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