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
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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
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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.
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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
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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.
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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
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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.
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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;
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(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
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