HomeMy WebLinkAboutCDCRes2019.10.01ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO. O
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
AMENDING THE BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT
CORPORATION
WHEREAS, the Anna Community Development Corporation ("CDC') is authorized to
amend its Bylaws under Art. Vll, Sec. 1 of the Bylaws Anna Community Development
Corporation; and
WHEREAS, the CDC desires to amend said Bylaws;
NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT
CORPORATION THAT:
Section 1. Recitals Incorporated.
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Amendments to the Corporation's Bylaws.
The CDC Board of Directors hereby approves amending the Bylaws of the Anna
Community Development Corporation as set forth in Exhibit A, attached hereto, subject
to approval by the City of Anna City Council.
PASSED AND APPROVED by the Anna Community Development Corporation on this
the 3' day of October 2019.
APPROVED:
ATTEST:
AnthoK Richar on Rocio Gonzal
CDC President CDC Secretary
ANNA CDC RESOLUTION NO. Page 1 of 1
AMENDED BYLAWS
OF THE
ANNA COMMUNITY DEVELOPMENT CORPORATION
ARTICLE 1
PURPOSE AND POWERS
Section 1.01. Purpose. The Anna Community Development Corporation (the
"Corporation") is a public instrumentality and a non-profit corporation created under the
Development Corporation Act, codified in Title 12, Subtitle Cl of the Texas Local Government
Code (the "Act"), and operating under Chapters 501, 502 and 505 of the Act and other applicable
law.
Section 1.02. Powers. In the fulfillment of its corporate purpose, the Corporation shall be
governed as a Type B corporation under the Act and shall have all the powers set forth and
conferred in its Amended Certificate of Formation, in the Act, and in other applicable law, subject
to the limitations prescribed under applicable law and these bylaws.
ARTICLE I1
BOARD OF DIRECTORS
Section 2.01. Powers Number, and Term of Office
(a) The property and affairs of the Corporation shall he managed and controlled by a
Board of Directors (the 'Board") and, subject to the restrictions imposed by law; by the
Amended Certificate of Formation and by these bylaws, the Board shall exercise all of the
powers of the Corporation.
(b) The Board shall consist of seven (7) directors, each of whom shall be appointed by
the City Council (the "City Council"). At least three (3) members of the Board shall be
persons who are not members of the City Council and who are not employees or officers
of the City.
(c) Directors shall serve staggered two (2) year terms with four (4) positions
commencing service during odd years and three (3) positions commencing service during
even years, effective July 1, or until a successor(s) is(are) appointed by the City Council.
(d) Any director may be removed from office by the City Council at any time without
cause.
(e) 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 City Manager, Economic Development Director, and/or City
Secretary. The acceptance of a resignation shall not be necessary to make it effective,
unless expressly so provided in the resignation.
(f) Any vacancy occurring on the Board through death, resignation or otherwise shall
be filled by appointment by the City Council and the director appointed to fill any such
vacancy shall serve the remainder of the -unexpired term.
Section 2.02. Meetings of Directors. The directors may hold their meetings at such place
or places as the Board and/or the Economic Development Director determines; provided, however,
in the absence of any such determination by the Board and/or the Economic Development Director,
the meetings shall be held at the principal office of the Corporation as specified in Article V of
these bylaws.
Section 2.03. Notice of Meetings to Directors. Regular meetings of the Board shall be held
without the necessity of notice to directors at such time 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 a majority of the directors, by the City Manager, or by a majority of the City Council.
Section 2.04 Board Attendance. A director who is absent from three consecutive regular
meetings, or 25% of regularly scheduled meetings during the 12-month period immediately
preceding and including the absence in question, without explanation acceptable to a majority of
the other members, must forfeit his or her position on the board.
Section 2.05_ 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 of the Texas Government Code, as amended.
Section 2.06. Quorum. A majority of the entire membership of the Board of Directors shall
constitute 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.
Section 2.07. 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; provided that in the
absence of the President, the Vice President shall preside; and further provided that in the
absence of the President and Vice President, the directors present at the meeting may
appoint a director to preside at such meeting.
(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 2.08. Committees of the Board. The Board may designate two (2) or more directors
to constitute an official committee of the Board to exercise such authority of the Board as may be
specified by Board resolution. It is provided, however, that 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 retarded in books
kept for that purpose in the principal office of the Corporation.
Section 2.09. Compensation of the 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 official duties as directors.
Section 2.10. Ethics, Conflict of Interest. Directors shall strictly adhere to the Anna Code
of Ethics, as adopted and as may be amended by the City Council (the "Ethics Code'). In the
event that a director is aware that he/she has a conflict of interest under applicable law or Ethics
Code, with regard to any particular matter or vote coming before the Board, the director shall
bring the same to the attention of the Board and shall abstain from discussion and voting thereon.
Any director shall bring to the attention of the Board any apparent conflict of interest or potential
conflict of interest of any other director, in which case the Board shall determine whether a true
conflict of interest exists before any further discussion or vote shall be conducted regarding that
particular matter. The director about whom a conflict of interest question has been raised shall
refrain from voting with regard to the determination as to whether a true conflict exists.
Section 2.11. Ex-Officio Members. The Mayor and City Manager or their respective
designees, and any City Council member or other appropriate person or entity designated by the
Board may attend all meetings of the Board or committees, including but not limited to executive
or closed meetings, but shall not have the power to vote in the meetings unless such Council
member is also a member of the Board. Their attendance shall be for the purpose of insuring
that information about the meetings is accurately recorded and communicated to the City
Council as may be appropriate and necessary.
ARTICLE III
OFFICERS
Section 3.01. Titles and Terms of Office.
(a) The officers of the Corporation shall be a president, a vice president, a secretary,
and 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 or assistant secretary. Terms of offices shall be one (1) year with the
right of an officer to be re-elected. Such officers shall be elected annually after annual
appointments or reappointments to the Board have been completed by the Council.
(b) All officers are 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 3.02. Powers and Duties of the President. The president shall be the presiding
officer of the Board, shall preside at all meetings of the Board, and may sign with the secretary in
the name of the Corporation, all contracts, conveyances, franchises, bonds, deeds, mortgages, notes
and other instruments, which the Board has approved, unless the execution of said document has
been expressly delegated to another officer or agent of the Corporation by resolution, a provision
of these bylaws, or statute.
Section 3.03. 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 the 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 3.04. Secre . The secretary shall keep the minutes of all meetings of the Board
in books provided for that purpose, shall give and serve all notices, may sign with the president in
the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances,
franchises, bonds, deeds, mortgages, notes and other instruments of the Corporation, shall have
charge of the corporate books, records, documents and instruments, except the books of account
and financial records and securities, and such other books and papers as the Board may direct, all
of which shall at all reasonable times be open to public inspection upon application at the office
of the Corporation during business hours, and shall in general perform all duties incident to the
office of secretary subject to the control of the Board.
Section 3.05. Treasurer. The treasurer shall have the responsibility to see to 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, 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 amounts of all
monies received and paid out on account of the Corporation. The treasurer shall, at the expense of
the Corporation, give such bond for the faithful discharge of his/ her duties in such form and
amount as the Board or the City Council may require.
Section 3.06. Board Positions. The president, the vice president, and the secretary shall be
named from among the members of the Board. The Treasurer may, at the option of the Board, be
persons other than members of the Board, and may be employees of the City.
Section 3.07. 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 official duties as officers.
Section 3.08. Economic Development Director. The Economic Development Director shall
be a full-time employee of the City and shall be the chief administrative officer of the Corporation,
responsible for all daily operations and implementation of Board policies and resolutions. The
Economic Development Director shall be appointed and managed by the City Manager. The
Economic Development Director shall attend all called Board meetings and perform those duties
and functions, as the Board shall prescribe.
ARTICLE IV
FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 4.01. General Corporate Duties and Authori .
(a) In carrying out its purposes, the Corporation shall be authorized to exercise all
rights and powers granted under its Amended Certificate of Formation, in the Act, and in
other applicable law, subject to the limitations prescribed therein and herein and to the
provisions thereof and hereof, as well as the purposes set out in the voted proposition.
(b) Any and all agreements between the Corporation and other parties shall be
authorized, executed, approved, and delivered in accordance with applicable law; provided,
that, prior to the authorization or execution of any such agreement a copy thereof shall be
provided to the City.
(c) Unless otherwise approved by the City Council in accordance with Section 4.05(c)
of this Article, all construction and other contracts let or entered into by the Corporation
shall be let or entered into in accordance with the laws applicable to the letting or entering
into of contracts by the City.
Section 4.02. Annual. Corporate Budget.
(a) 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. The
budget shall not be effective until the same has been approved by the City Council.
(b) The annual budget shall be adopted at the fund level and amendments within the
fund can be made and approved by the Economic Development Director. Any amendments
that would result in an increase of total adopted expenditures shall be approved by the
Board and City Council.
Section 4.03. 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 City Council, the books, records, accounts and financial
statements of the Corporation may be maintained for the Corporation by the accountants,
staff, and personnel of the City.
(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 firm selected by the
City. Such audit shall be at the expense of the Corporation.
Section 4.04 Deposit and Investment„ of Corporate Funds.
(a) All proceeds from loans or from the issuance of bonds, notes, or other debt
instruments ("Obligation") issued by the Corporation shall be deposited and invested as
provided in the resolution, order, indenture, or other documents authorizing or relating to
their execution or issuance.
(b) Subject to the requirements of contracts, loan agreements, indentures, or other
agreements securing Obligations, all other monies of the Corporation, if any, 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 such other persons as the Board shall designate. The accounts,
reconciliation, and investment of such funds and accounts shall be performed by the
Department of Finance of the City.
Section 4.05. Expenditures of Corporate Money. The monies of the Corporation, including
sales and use taxes collected by the Corporation, monies derived from 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 the sale of Obligations, may be expended
by the Corporation for any of the purposes authorized by the Act, subject to the following
limitations:
(a) Expenditures from the proceeds of obligations issued or incurred by the Corporation
shall be identified and described in the orders, resolutions, indentures, or other agreements
submitted to and approved by the City Council prior to the execution of loan or financing
agreements or the sale and delivery of the Obligations to the purchasers thereof required
by Section 6 of this Article;
(b) 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 applicable provisions of the Act, or other authorized purposes of the
Corporation. The specific expenditures shall be described in a resolution or order of the
Board and shall be made only after approval thereof by the City Council unless such
expenditures are set forth in the annual budget required by Section 2 of this Article or in
contracts meeting the requirements of Section 1 (d) of this Article;
(c) All other proposed expenditures shall be made in accordance with and shall be set forth
in the annual budget required by Section 4.02 or in contracts meeting the requirements of
Section 4.01 (c) of this Article or the City's Financial Policies; provided, however, that any
expenditure for Goods or Services costing $50,000 or more shall not be required to be
completely bid or otherwise let or governed under Chapter 252 and/or Chapter 271 of the
Texas Local Government if such expenditure has received approval of the City Council by
duly adopted resolution.
(d) The Corporation may spend no more than ten percent (10%) of the corporate revenues
for promotional purposes and may contract with others to carry out programs consistent
with the purposes and duties set out in these bylaws and as set out by the Act. Unexpended
revenue specifically set aside for promotional purposes in past years may be expended
without violating the ten percent (10%) cap. The City Council may oversee expenditures
in any manner authorized by the Act.
Section 4.06. Fiscal Policy. The Corporation will adhere to the City's Financial Policy to
guide the overall financial condition and operations of the Corporation.
Section 4.07. Issuance of Obligations. No obligations, including refunding obligations,
shall be authorized or sold and delivered by the Corporation unless the City Council shall approve
such obligations by action taken no more than 60 (sixty) days prior to the date of delivery of such
obligation or refunding obligations.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Principal Office.
(a) The principal office and the registered office of the Corporation shall be 11 i N.
Powell Parkway, Anna, TX 75409.
(b) The Corporation shall have and shall continually designate a registered agent at its
registered office, as required by the Act.
Section 5.02. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year
of the City.
Section 5.03. Seal. The seal of the Corporation shall be as determined by the Board.
Section 5.04. Approval or Advice and Consent of the Cijy Council. To the extent that these
bylaws refer to any approval by the City or refer to advice and consent by the City Council, such
advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly
adopted by the City Council.
Section 5.05. Services of City Staff and Officers. The Corporation shall have the right to
utilize the services of the City Attorney, the City Secretary, and City Manager, provided (i) that
the Corporation shall pay reasonable compensation to the City for such services, and (ii) the
performance of such service does not materially interfere with the other duties of such personnel
of the City.
Section 5.06. Indemnification of Directors Officers and Employees.
(a) As provided in the Act and in the Amended Certificate of Formation, 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 City Council and each employee of the City,
to the fullest extent permitted by law, against any all liability or expense, including
attorneys' 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.
(c) The Corporation may purchase and maintain insurance for the Corporation and on
behalf of any person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director, officer, employee,
agent or similar position, against any liability asserted against him or her or incurred by
him or her in such capacity or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against that liability under the
Business Corporation Act Article 2.02-1. If such insurance is obtained, the insurance may
be procured, maintained or established with an insurer deemed appropriate by the Board of
Directors. In the absence of fraud, the judgment of the Board of Directors as to the terms
and conditions of the insurance shall be conclusive.
Section 5.07. Inte retation of Bylaws. These bylaws and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase,
clause, sentence, paragraph, section or other part of these bylaws, or the application thereof to any
person or circumstance, shall ever be held to be invalid or unconstitutional by any court of
competent jurisdiction, the remainder of these bylaws and the application of such word, phrase,
clause, sentence, paragraph, section or other part of these bylaws to any other person or
circumstance shall not be affected thereby.
ARTICLE VI
EFFECTIVE DATE, AMENDMENTS
Section 6.01. Effective Date. These bylaws shall become effective upon the occurrence of
the following events:
(a) the approval of these bylaws by the City Council; and
(b) the adoption of these bylaws by the Board.
Section 6.02 Amendments to Bylaws. These bylaws may be amended at any time and from
time to time by majority vote of the Board of Directors with approval of the City Council.
These amended bylaws were duly adopted by the Board at a duly noticed public meeting on the
3 `d day of OCR low , 2019.
APPROVED:
Anthony Richardson
President of CDC
ATTESTED:
Rocio Gonzalez
Secretary of CD