Friday, May 23, 2014

Bridgeton mulls reestablishing long-revoked corporate entity.

Here's a story about a municipal government losing track of an entity it formed for real estate development purposes.

Under the authority of N.J.S.A. 52:27H-67, the City of Bridgeton (Cumberland County) created a nonprofit corporation called the Bridgeton Development Corporation (BDC).  The BDC was created by City Ordinance § 64-2 which was enacted in 1997 and remains in force today.  The purpose of the BDC was to act as the City's "zone development corporation" which would develop real estate in the City's depressed areas and receive financial aid and technical assistance from the State of New Jersey.  According to the statute, the the BDC is required to maintain an Internet web presence and post financial and operational information on the site to provide increased public access to the zone development corporation's operations and activities.

When I could not find the BDC's site on the Internet, I visited the City's Office of Development & Planning to inquire about it.  I was a bit surprised when the Director of that office sent me an e-mail stating that "I am looking into status of BDC to respond back to you . . . it was a little before my time, but it is nonfunctioning entity . . . I do not know if it was previously dissolved via resolutions etc., so I will attempt to get definitive answer for you."  The City official who dealt with development and planning was simply not aware of the BDC's existence, even though the BDC's existence was mandated by a a currently in force provision of the City Code.

After receiving the City's response, I reached out to City Attorney Rebecca J. Bertram.  After investigating the matter, Mr. Bertram informed me that "the corporate charter for the BDC was revoked by the state of New Jersey for failure to file annual reports and the City has not appointed anyone to the board in recent years." 

Of course, the easiest solution would be to simply repeal the section of the City Code that requires the BDC's creation and continued existence and official assign the BDC's supposed functions to City's Office of Development & Planning.  But, according to Ms. Bertram, the matter is complicated by the fact that "one small parcel of property is titled in BDC." 

So, in order to dispose of this property, Ms. Bertram speculates that the City might have to reestablish the BDC by paying off its back corporate report fees and staffing it with members.  The corporation could then hold a meeting at which is could, as its only and final act of business, transfer title to its property to the City itself.