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TO: Mayor John Laesch
FROM: Law Department
DATE: June 18, 2025
SUBJECT:
Authorizing the membership of City officers and employees on the Board of Directors of On Light Aurora, Inc.
PURPOSE:
To authorize the Mayor, the Chief Information Officer, and one member of the City Council to serve as members of the Board of Directors of On Light Aurora
BACKGROUND:
On January 19, 2012, On Light Aurora (OLA) was incorporated under the Illinois General Not For Profit Corporation Act exclusively for charitable and educational purposes to collaboratively assist the development of economic development opportunities within the community through broadband and Internet Access, data centers, and other technology. OLA was formed at the recommendation of then-Mayor Thomas Weisner's Broadband Roundtable and since its inception was intended to be the "private" component of a public-private partnership with the City to promote the City's extensive fiber optic network. OLA's Articles of Incorporation specifically provide that upon its dissolution must be used for charitable purposes or distributed to the City for a public purpose.
In furtherance of this partnership, OLA's 2012 Bylaws provided that the Mayor, Chief Information Officer, and an Alderman of the City of Aurora (selected by the other directors) would serve as members of the OLA board of directors.
Beginning in 2012, the City entered into a series of agreements with OLA wherein OLA was authorized to use and maintain portions of the City's fiber optic network. The most recent agreement was approved by the City Council in 2018.
Since 2010, the Public Officers Prohibited Activities Act as well as Sec. 3.1-55-10 of the Illinois Municipal Code have provided that a municipal officer may hold a position on the board of a not-for-profit corporation that contracts with the officer's municipality to represent the interests of the municipality if the officer is appointed by the governing board of the municipality and the position on the not-for-profit board is not compensated. Otherwise, the officer may not vote on matters related to the not-for-profit corporation.
DISCUSSION:
The clear purpose of the board seats allocated to the City on the OLA Board to allow the City to actively participate in the governance of OLA through its officers and ensure that its interests are represented. Adoption of this resolution ensures that the service of the City's representatives on the OLA Board is consistent with state law and clarifies that their primary fiduciary duties as directors are owned to the City rather than to OLA. To the extent OLA may have created subsidiary entities with similar composition, this resolution authorizes representatives of the City to serve on those bodies as well.
The Resolution further authorizes the City's representatives to pursue an amendment to the OLA's Bylaws that would permit the City's corporate authorities to appoint three directors to the OLA Board to represent the interests of the City, but who are not required to be officers or employees of the City, in lieu of the existing designated representatives.
IMPACT STATEMENT:
Approval of this Resolution will allow the City's representatives to the OLA Board to represent the interests of the City without limiting their abilities to act or vote on matters involving OLA. It will further provide a means for the City to appoint qualified persons who may not be officers or employees of the City to represent the City on the OLA Board in lieu of public officials who already have significant obligations to the City.
RECOMMENDATIONS:
That the Resolution be Adopted.
CITY OF AURORA, ILLINOIS
RESOLUTION NO. _________
DATE OF PASSAGE ________________
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A Resolution authorizing various City officers and employees to hold positions on the board of On Light Aurora, and any subsidiary thereof, for the specific purpose of representing the interest of the City thereon.
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WHEREAS, the City of Aurora has a population of more than 25,000 persons and is, therefore, a home rule unit under subsection (a) of Section 6 of Article VII of the Illinois Constitution of 1970; and
WHEREAS, subject to said Section, a home rule unit may exercise any power and perform any function pertaining to its government and affairs for the protection of the public health, safety, morals, and welfare; and
WHEREAS, On Light Aurora is a not-for-profit corporation organized under the Illinois General Not for Profit Corporation Act; and
WHEREAS, On Light Aurora was created at the behest of the Weisner Administration in 2012 to serve as the private counterparty to the City as part of a public-private partnership to better utilize, expand, and maintain the City's fiber optic network; and
WHEREAS, the City and On Light Aurora have executed a series of contracts between one another since On Light Aurora's formation; and
WHEREAS, the Bylaws of On Light Aurora provide that "At no time shall the board contain more than three (3) officials of the City of Aurora, Illinois. The Board of Directors shall always contain the mayor, the Chief Technology Officer, and one alderman from the City of Aurora. The alderman representative will be selected by the Directors;" and
WHEREAS, Section 3 of the Public Officers Prohibited Activities Act provides that "a municipal officer may hold a position on the board of a not-for-profit corporation that is interested in a contract, work, or business of the municipality…if the municipal officer is appointed by the governing body of the municipality to represent the interests of the municipality on a not-for-profit corporation's board, then the municipal officer may actively vote on matters involving either that board or the municipality, at any time, so long as the membership on the not-for-profit board is not a paid position, except that the municipal officer may be reimbursed by the non-for-profit board for expenses incurred as the result of membership on the non-for-profit board;" and
WHEREAS, the City Council desires that its representatives be able t fully participate as municipal officers and board members of On Light in the furtherance of the City's interests on the On Light Board and any subsidiary thereof; and
WHEREAS, the City Council recognizes that the interests of the City on the On Light Board of Directors, and the board of directors of any subsidiary thereof, may be better represented by individuals who are not municipal officers but are appointed by the mayor with the advice and consent of the City Council, and who shall serve at the pleasure thereof; and
WHEREAS, the City Council finds that an amendment of the Bylaws of On Light Aurora and any subsidiary thereof to change the composition of each entity's respective board of directors consistent with these findings is in the interests of the City
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Aurora, Illinois, as follows: the Mayor, the Chief Information Officer and an alderperson designated by the Board of Directors of On Light Aurora shall be and hereby are appointed, authorized, and empowered to represent the interests of the City on said board of directors and on the board of directors of any subsidiary thereof; and further
BE IT RESOLVED, that in their representation of the interests of the City, the duties of a director owed to On Light Aurora or a subsidiary thereof by the City's representatives shall be subordinate to similar duties owed to the City; and further
BE IT RESOLVED, that the Corporation Counsel shall be and hereby is authorized to provide legal counsel to the City's representatives in their representation of the City's interests hereunder; and further
BE IT RESOLVED, that the City's obligations to its officers and employees under the Local Governmental and Local Governmental Employee Tort Immunity Act shall extend to the performance of their duties under this Resolution.