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HomeMy WebLinkAboutEDCRes2008.07.01CITY OF ANNA, TEXAS RESOLUTION NO. 07-01-2008 A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION ADOPTING ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS NOW, THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT CORPORATION THAT: The Anna Economic Development Corporation hereby approves the ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS attached hereto as Exhibit I , to become effective upon approval of the City of Anna City Council. PASSED by the Anna Economic Development Corporation, in a duly noticed public meeting, this 11 th day of July, 2008. Anna ED Chairman, Rich d Pennington ATTEST: Anna EDC Secretary, Rob Simmons Res. 07-01-2008 Adopting Anna EDC Bylaws.doc 1 07-11-08 ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS These Bylaws ("Bylaws") govern the affairs of the Anna Economic Development Corporation, a public instrumentality and a non-profit corporation (hereinafter referred to as the "Corporation") created under Section 4A of the Development Corporation Act of1979, Article 5190.6 of the Revised Civil Statutes of Texas (hereinafter referred to as the "Act). ARTICLE I. PURPOSE AND POWERS Section 1. Purpose. The Corporation is incorporated for the purposes set forth in Article IV of its Articles of Incorporation, the same to be accomplished on behalf of the City of Anna, Texas (the "City") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, as amended, Article 5190.6, Tex. Rev. Civ. Stat. Ann., as amended (the "Act), and other applicable laws. Section 2. Powers. In the fulfillment of its corporation purpose, the Corporation shall be governed by Section 4A of the Act, and shall have all of the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law, subject to the limitations prescribed thereof and hereof. ARTICLE II. BOARD OF DIRECTORS Section 1. Powers, Number and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") and, subject to the restrictions imposed by law, by the Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of five (5) directors, each of whom shall be appointed by and serve at the pleasure of the City Council (the "Council") of the City. (c) The directors constituting the first Board shall be those directors named in the Articles of Incorporation. Two (2) members of the first Board shall serve terms of one (1) year, one of these members being the director from the City Council. Three (3) members shall serve terms of two (2) years. The respective terms of the initial Board shall be determined by drawing for Places 1-5. Thereafter, each successor member of the Board shall be appointed and shall serve for two (2) years or until his or her successor is appointed as herein provided, except that a position held by a board member who also serves on the City Council shall automatically be vacated if the person holding the position is no longer a member of the council. Appointments to Places 1, 3, and 5 shall be made in odd numbered years; appointment to Places 2 and 4 shall be made in even numbered years. Appointments are to be effective as of ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 1 of 11 October 1 of the year in which the appointment is to be made, except that appointments made to fill a vacancy are effective immediately upon appointment by the City Council. Members of the Board must be qualified voters in the City, except that persons holding appointive positions as of May 17, 2005, may continue to fill their positions for the term for which they were appointed, unless removed by the City Council under terms provided in these Bylaws or the .Anna City Charter. (Resolution No. 2005-05-04; 5-24- 05). (d) Any director may be removed from office by the Council at will; (e) The majority vote of the Board of Directors shall have the power to hire and/or appoint officers of the corporation. In the absence of the officers, the Chairman of the EDC will act as President of the Corporation, Vice -Chairman will act as Vice - President, the Chief Financial Officer (CFO) will act as the Treasurer and the Secretary will act as the Corporate Secretary. Section 2. Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at the principal office of the Corporation (Anna City Hall) as specified in Article V of these Bylaws. Section 3. Notice of Meetings. (a) Regular monthly meetings shall be held monthly at a date and time determined by the Board by resolution. Regular monthly meetings of the Board shall be held with the necessity of written notice to the Directors at such times and places as shall be designated from time to time by the Board. Special Meetings of the Board shall be held whenever called by the president, by the secretary, by a majority of the directors, by the Mayor of the City, or by a majority of the Council. Nothing contained in this Section 3 shall vitiate the notice requirements contained in Section 6 hereafter. (b) The secretary shall give notice to each director of each meeting in person or by mail, telephone or facsimile, at least seventy-two (72) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a meeting. (c) Whenever any notice is required to be given to the Board, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed, postpaid wrapper addressed to the person entitled thereto at his or her post office address as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A waiver of ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 2 of 11 notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 4., Vacancies. Anna EDC members may make recommendations for the filling of vacancies to City Council. Any vacancy occurring in the Board of Directors will be filled by appointment of the City Council. Section 5. Board Attendance. Unless special consideration is granted by the Board to accommodate Directors who are temporarily inactive for good cause, the City Council shall be advised of and may remove any Director who is absent from three (3) consecutive regular or special meetings of the Board. Section 6. Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held and conducted, and notice shall be given to the public, in accordance with the Texas Open Meetings Act, Chapter 551, Texas Government Code. Section 7. Quorum. A majority of the entire membership of the Board constitutes a quorum for the conduct of the official business of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law or these Bylaws. Section 8. Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside and, in the absence of the president, the vice president shall exercise the powers of the president. (c) The secretary of the Corporation shall act as secretary of all meetings of the Board but, in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 9. Committees of the Board. There may be standing committees of the Board as the Board from time to time create. Each such committee shall be composed of no more than two (2) Directors and such other persons as may be chosen by the Board for their applicable abilities and experience. The Board may delegate to any such authority as the Board deems necessary or desirable, provided that such delegation is specified in written resolution duly adopted by the Board. Anything to the contrary contained herein notwithstanding, all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 3 of 11 Section 10. Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Section 11. Ex-Officio Members. The City Manager or his designee may attend all meetings of the Board of Directors or Committees, including executive, private or public. The representative shall not have the power to vote in the meetings attended; however, said representative shall have the right to take part in any discussion. ARTICLE III. OFFICERS Section 1. Titles and Term of Office. (a) The officers of the Corporation shall be a president, a vice president a secretary, a treasurer, and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except that the president shall not hold the office of secretary. Terms of office shall be one (1) year with the right of an officer to be reelected. (b) All officers shall be subject to removal from office at any time by a vote of a majority of the entire Board. (c) A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. Section 2. Powers and Duties of the President. The president shall be the chief executive officer of the Corporation and, subject to the paramount authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, shall preside at all meetings of the Board, and may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. Section 3. Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the performance of duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 4. Treasurer. The treasurer shall have the responsibility to monitor the handling, custody and security of all funds and securities of the Corporation in accordance with these Bylaws. When necessary or proper, the treasurer may endorse and sign on behalf of the Corporation, for collection or issuance, checks, notes and other obligations in or drawn upon such bank or banks or depositories as shall be designated by the Board consistent with these Bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The treasurer shall, at the expense of the ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 4 of 11 Corporation, give such bond for faithful discharge of his duties in such form and amount. as the Board or the Council may require. Section 5. Secretary. The secretary shall keep the minutes of all meetings of the Board in books provided for that purpose, shall file a copy of all minutes at City Hall, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the .signature thereto, all contacts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments, except the papers as the Board may direct, all of which shall be at all reasonable times be open to public inspection upon application at the office of the Corporation during regular business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 6. Personnel. The president, vice president, chief financial officer and secretary shall be named from among the members of the Board and shall be hired and/or appointed by the board. The treasurer and any assistant secretaries may, at the option of the Board, be persons other than members of the Board. Section 7. Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Other officers may be compensated as directed by the Board. ARTICLE IV. FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS - Section 1. General Development Plan. (a) The Board shall research, develop, prepare, and submit to the Council for its approval, an economic development plan for the City, which shall include proposed methods and the expected costs of implementation. The plan shall include both short and long term goals for the economic development of the City, proposed methods for the elimination of unemployment and underemployment, the promotion of employment, through the expansion and development of a sound industrial, manufacturing and retail base within the City. (b) The Board shall review and update the annual work plan each year prior to submission of the annual budget required by other provisions of these Bylaws. Section 2. Annual Corporation Budget. At least sixty (60) days prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the City Manager for inclusion with the annual budget and submitted to the Council. The budget shall not be effective until the same has been approved by the Council. ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 5 of 11 Section 3. Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities and affairs. (b) At the direction of the Council, the books, records, accounts and financial statements of the Corporation may be maintained for the Corporation by the City. In such event, the Corporation shall pay to the City reasonable compensation for such services. (c) The Corporation, or the City if the option described in subsection (b) is selected, shall cause its books, records accounts and financial statements to be audited at least once each fiscal year by an outside, independent auditing and accounting arm selected by the City. Such audit shall be at the expense of the Corporation. Audit copies are to be flied with the City. (d) All books, records, accounts, and financial statements shall be kept and administered in accordance with the Texas Public Information Act, Chapter 552, Texas Government Code. Any member of the City Council, Mayor, Director or Officer of the Corporation may inspect and receive copies of all books and records of the Corporation. Section 4. Deposit and Investment of Corporate Funds. (a) All proceeds from the issuance of bonds, notes or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture or other documents authorizing or relating to their issuance. (b) All other monies of the Corporation shall be handled pursuant to the guidelines established in the City Investment Policy and shall be deposited, secured and/or invested in the manner provided for the deposit, security and/or investment of the public funds of the City. The Board shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its treasurer and the City Manager and such other persons as the Board shall designate. The accounts, reconciliation and investment of such funds and accounts will be performed by the Finance Department of the City. The Corporation shall pay reasonable compensation for such services to the City. Section 5. Expenditures of Corporate Money. (a) The monies of the Corporation, including sales and use taxes collected pursuant to Section 4A of the Act, monies derived from the repayment of loans, rents received from the lease or use of property, the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived from ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 6 of 11 the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: Expenditures from the proceeds of Obligations shall be identified and described in the orders, resolutions, indentures or other agreements submitted to and approved by the City Council prior to the sale and delivery of the Obligations to the purchasers thereof required by Section (6) of this Article; (ii) Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations, may be used for the purposes of financing or otherwise providing one or more "Projects", as defined in the Act. (iii) All expenditures shall be specifically described in a resolution or order of the Board, and shall be made only after the approval thereof by the City Council, unless the City Council exempts certain classifications of expenditures from this requirement by Ordinance; (iv) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 2 of this Article. Section 6. Issuance of Obligations. No Obligations, including refunding obligations, shall be sold and delivered by the Corporation unless the Council shall approve such Obligations by action taken no more than sixty (60) days prior to the date of sale of the Obligations. Section 7. Limitations on Expenditures. The Corporation shall spend no more than ten percent (10%) of Corporate revenues for promotional purposes and may contract with others to carry out industrial development programs consistent with the purposes and duties as set out in these Bylaws and as set out in the Act. Section 8. Contributions. The Board of directors may accept on behalf of the Corporation any contribution, grant or bequest to be used for the general purposes of or for any special purpose of the Corporation. Special funds shall include all funds from government contracts and contributions designated by a donor for special purposes. All other funds shall be general funds. ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 7 of 11 ARTICLE V. MISCELLANEOUS PROVISIONS Section 1. Principal Office. (a) The principal office of the Corporation shall be located at the Anna City Hall Administration Building as specified in the Article of Incorporation, or until a physical location office is secured by EDC. (b) The Corporation shall have and shall continually designate a registered agent at its registered once, as required by the Act. Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 3. Seal. The seal of the Corporation shall be determined by the Board. Section 4. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5. Approval or Advice and Consent of the Council. To the extent that these Bylaws refer to any approval by the City or refer to advice and consent by the Council, such approval, or advice and consent, shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the Council. Section 6. Services of City Staff and Officers. Subject to approval from the City Manager of the City, the Corporation shall have the right to utilize the services of the City Attorney, the City Secretary, and the Finance Department of the City, provided (i) that the Corporation shall pay reasonable compensation to the City for such services, and (ii) the performance of such services does not materially interfere with the other duties of such personnel of the City. Section 7. Indemnification of Directors, Officers and Employees. (a) As provided in the Act and in the Articles of Incorporation, the Corporation is, for the purposes of the Texas Tort Claims Act, Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code, a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its officers and its employees, and each member of the Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 8 of 11 including attorney's fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. Section 8. Corporation May Provide Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, member, employee or agent of the Corporation to insure such person against any liability asserted against said person by reason of such person being or having been a Director, officer, member, employee or agent of the Corporation. The premiums for such insurance shall be paid by the Corporation. Section 9. Parliamentary Authority. Robert's Rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by the Bylaws or any specific rules of procedure adopted by the Board. In the event of a conflict between Robert's Rules of Order and these Bylaws; the provisions of these Bylaws shall prevail. Section 10. Conflicts of Interest. The Corporation shall not make a loan to a Director or Officer of the Corporation. No officer or employee of the Corporation shall have a financial interest, direct or indirect, in any contract with the Corporation, to the extent prohibited by Chapter 171 of the Texas Local Government Code, or shall be financially interested, directly or indirectly, in the sale to the Corporation of any land, materials, supplies, or service where such financial interest is prohibited by state law. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee guilty thereof shall thereby forfeit his or her office or position. Any violation of this section, with the knowledge, express or implied, of the person or corporation contracting with the Corporation shall render the contract involved voidable by the Council. Section 11. Nepotism. No person related within the second degree by affinity, or the third degree by consanguinity to any member of the Board or any officer of the Corporation shall be appointed to any paid office, position, clerkship, or other position of service to the Corporation. Section 12. Prohibited Acts. As long as the Corporation is in existence, no Director, Officer or Committee Member of the Corporation shall: (a) Do any act in violation of these Bylaws or a binding obligation of the Corporation; (b) Do any act with the intention of harming the Corporation or any if its operations; (c) Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation; ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 9 of 11 (d) Receive an Illegal personal or business benefit from the operation of the Corporation; (e) Use the assets of the Corporation, directly or indirectly, for any purpose other than carrying on the business of the Corporation; (f) Wrongfully transfer or dispose of Corporation property, including intangible property such as good will; (g) Use the name of the Corporation (or any substantially similar name). or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation's business; (h) Disclose any of the Corporation's privileged business information, trade secrets, or other confidential information to any persons not authorized to receive such information; (i) Commit. Corporation funds without the prior approval of the Board of Directors, Further, the Corporation shall not have the power to own or operate any project as a business other than as lessor, seller, or lender pursuant to the requirements of any trust agreement securing the credit transaction. Accordingly, the user pursuant to any lease, sale or loan agreement relating to a project shall be considered to be the owner of the project for the purposes of the application of any ad valorem, sales and use taxes and any other taxes levied or imposed by the state or any political subdivision of this state. The purchase and holding of mortgages, deeds of trust, or other security interests and contracting for any servicing thereof shall not be deemed an operation of a project. Section 13. Legal Construction. If any Bylaw provision is held to be invalid, Illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal or unenforceable provision had not been included in the Bylaws. ARTICLE VI. EFFECTIVE DATE, AMENDMENTS Section 1. Effective Date, These Bylaws shall become effective upon the occurrence of the following events: (1) the approval of these Bylaws by the Council; and (2) the adoption of these Bylaws by the Board. Section 2. Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation and these Bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act The Bylaws may be ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 10 of 11 amended, altered or repealed by an affirmative vote of three Board members but such amendment, alteration or repeal shall not be effective until approved by a majority vote of the entire Council. Section 3. Dissolution of the Corporation. The Corporation is a non-profit corporation. Upon dissolution, all of the Corporation's assets shall be distributed to the City of Anna. APPROVED AND ADOPTED b�,y the Anna Economic Development Corporation by passage of Resolution �• ��o�the � day of �' , 2008. NNA EDC CHAIR AN ATTES 9 ANNA EDC SECRETARY ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 11 of 11