Loading...
HomeMy WebLinkAboutRes 2023-05-5015 Repealing and Replacing ByLaws of the Anna Public Facility CorporationRESOLUTION NO. old - (} 5 - SQ ► 5 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING BYLAWS FOR THE ANNA PUBLIC FACILITY CORPORATION AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Anna, Texas (the "City") created a public facility corporation under Chapter 303 of the Texas Local Government Code, as amended and approved bylaws for the Corporation; and WHEREAS, the name of the public facility corporation created by the City is the Anna Public Facility Corporation (the "Corporation"); and WHEREAS, the Corporation desires to repeal and replace its bylaws by adopting the Bylaws attached hereto as Exhibit "A"; and WHEREAS, the City Council of the City of Anna, Texas (the "City Council") has considered said Bylaws proposed to be used in governing the Corporation and has found and determined that they are in proper form and content and should be approved; NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: SECTION 1. Findings. The findings set forth above are incorporated into the body of this resolution as if fully set forth herein and are adopted as a part of the judgment and findings of the City Council. The City Council has found and determined, and hereby finds and determines, that it is wise, expedient, necessary, and advisable that the Corporation's Bylaws be repealed and replaced. SECTION 2. Bylaws. The City Council hereby approves the Bylaws, a copy of which is attached as Exhibit "A". SECTION 3. Cumulative Clause. This Resolution shall be cumulative of all provisions of state or federal law and other resolutions of the City of Anna, Texas, except where the provisions of this Resolution are in direct conflict with the provisions of such resolutions, in which event the conflicting provisions of such resolutions are hereby repealed. SECTION 4. Severability Clause. If any provision, section, subsection, sentence, clause or phrase of this resolution, or the application of same to any person or set circumstances for any reason is held to be unconstitutional, void or invalid or for any reason unenforceable, the validity of the remaining portions of this resolution of the application thereby shall remain in effect, it being the intent of the City Council of the City of Anna, Texas in adopting this resolution, that no portion thereof or provision contained herein shall become inoperative or fail by any reason of unconstitutionality or invalidity of any portion or provision. City of Anna, Texas Resolution No. a(S,i 3 - 0 5 —So 15 Page 1 SECTION 5. Effective Date. This resolution shall take effect immediately from and after its passage. PASSED, APPROVED AND ADOPTED by the City Council of the/� Anne exas, on this 23'd day of May 2023. / / ATTEST: vepw+� 0-7 secne+? 1913 10QCXf r-L6^ kt-kiotd City of Anna, Texas Resolution No. oZ O o� s - G 5 - SG I S Page 2 EXHIBIT A ANNA PUBLIC FACILITY CORPORATION BYLAWS ARTICLE I OFFICES SECTION 1.01. Principal Office. The principal office of the Anna Public Facility Corporation (the "Corporation") shall be at 120 W. 7a' Street, Anna, Texas 75409. ARTICLE II DIRECTORS SECTION 2.01. General Authority. The affairs of the Corporation shall be managed by a board of directors (the "Board") which shall be composed in its entirety of persons appointed by and whose terms of office shall be fixed by the governing body of the City of Anna, Texas (the "City"). The property and business of the Corporation shall be managed by the Board which may exercise all powers of the Corporation and do all lawful acts. SECTION 2.02. Membership. The Board of Directors shall consist of seven (7) directors, which shall be composed of the City of Anna, Texas, City Council ("City Council"), including the Mayor and members of the City Council. The board of directors shall automatically change each time the councilmembers of the City change. Any director shall cease to be a director at the time he or she ceases to be a Councilmember of the City. SECTION 2.03. Meetings; Notice. Meetings of the Board shall be called as necessary and shall normally be held jointly with a City Council meeting. Special meetings may also be called as necessary. All Board meetings shall be open to the public (subject to closed session exceptions) and shall be noticed and conducted in accordance the Texas Open Meetings Act, Texas Government Code, Chapter 551. Meetings may be held at the place selected by the Board within the boundaries of the State of Texas. SECTION 2.04. Remote Meetings. To the extent permitted under the Texas Open Meetings Act, Texas Government Code, Chapter 551, the Board may meet regularly or specially by means of conference telephone or similar communications equipment that permits all individuals participating in the meeting to hear one another and such participation shall constitute presence in person at the meeting. SECTION 2.05. Ouorum. At all meetings of the Board the presence of a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by the Texas Anna Public Facility Corporation — Bylaws Page 1 Public Facility Corporation Act (Chapter 303, Texas Local Government Code, as amended) (the "Act") or other applicable law. SECTION 2.06. Notice. All meeting notices must be in compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. SECTION 2.07. Action. Any action required by the Act to be taken must be taken at a duly noticed meeting open to the public in accordance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. SECTION 2.08. Ex-Officio Members. The City Manager or his or her respective designee, the City Finance Director, and any member of the governing body of the City 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 person is a Council member and also a member of the Board appointed by the governing body of the City. SECTION 2.09. No Compensation. Directors and Officers shall receive no compensation for services rendered as directors or officers, but shall be reimbursed for all reasonable expenses incurred in performing their duties as directors. This shall not affect entitlement to compensation received by employees of the City who may be appointed as officers. SECTION 2.10 Ethics; Conflict of Interest. Directors and officers appointed by directors shall strictly adhere to all applicable provisions of state law, the City of Anna Home -Rule Charter and the City's Ethics Code (Art. 2.07 Anna City Code of Ordinances). In addition to compliance with such laws, if a director or officer is aware that he/she has a conflict of interest with regard to any particular matter or vote coming before the Board, the director or officer shall bring the same to the attention of the Board and shall abstain from discussion and voting thereon. Any director or officer shall bring to the attention of the Board any apparent conflict of interest or potential conflict of interest of any other director or officer, in which case the Board shall determine whether a true conflict of interest exists before any fiu ther discussion or vote shall be conducted regarding that particular matter. The director or officer 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. Public Records. Except as made confidential under the Texas Public Information Act or other law, the Corporation's records are public records and the Corporation shall comply with the Texas Public Information Act. SECTION 2.12. Committees. The Board may, by resolution or resolutions adopted by a majority of the whole Board, establish one or more committees, each committee to consist of two or more of the directors of the Corporation. Such committee or committees shall have such name or names, and such powers, as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board when required. Notwithstanding the foregoing, all Anna Public Facility Corporation — Bylaws Page 2 officials action of the Board must be taken in accordance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. ARTICLE III NOTICES SECTION 3.01. Generally. Whenever under applicable law or these Bylaws, notice is required to be given to any director, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, electronic mail or facsimile, addressed to such director at such address, electronic mail address or facsimile number as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed or transmitted by electronic mail or facsimile. SECTION 3.02. Waiver. Whenever any notice is required to be given under applicable law or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. A person's attendance at a meeting shall constitute waiver of notice of such meeting. ARTICLE IV OFFICERS SECTION 4.01. Appointment. The officers of the Corporation shall be chosen by the Board. The Board shall choose from its members a President and a Vice President. The Board shall also choose a Secretary who may or may not be a member of the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary. The Board shall choose such officers. SECTION 4.02. Term. The officers of the Corporation chosen pursuant to Section 4.01 shall serve for terms not longer than three years and may be reappointed to subsequent terms. SECTION 4.03.Other Officers. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. SECTION 4.04. Removal; Vacancy. Any officer elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the whole Board. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board. SECTION 4.05. City Officers. The Board shall have the right to utilize the services of the City Manager and his or her designee, the City Secretary, and the City Attorney provided (i) that the Corporation shall pay reasonable compensation for such services, and (ii) the performance of such service does not materially interfere with services required by the City. SECTION 4.06. The President. (a) The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the directors. Anna Public Facility Corporation — Bylaws Page 3 (b) The President shall be an ex-officio member of all standing committees, shall have general supervision of the management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. (c) The President shall execute bonds, mortgages, conveyances, assignments, notes and other contracts and instruments requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. The same person may not simultaneously hold the offices of President and Secretary. SECTION 4.07. The Vice President. The Vice President shall, in the absence or disability of the President, have the duties and exercise the powers of the President, and shall perform such other duties as the Board shall prescribe. 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 4.08. The Secretary. The Secretary shall attend all sessions of the Board and record all votes and the minutes of all proceedings and shall perform like duties for the standing committees when required. He/She shall give, or cause to be given, notice of all special meetings of the Board and shall perform such other duties as may be prescribed by the Board or the President under whose supervision he/she shall be. He/She shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his/her signature. And when the corporate seal is required as to instruments executed in the course of ordinary business, he/she shall attest to the signature of the President or Vice President and shall affix the seal thereto. The Secretary shall attest to the signature of the President on all resolutions and other documents adopted and/or approved by vote of the Board. SECTION 4.09. 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 V FISCAL PROVISIONS SECTION 5.01. Fiscal Year. The fiscal year, unless otherwise determined by the Board, shall end September 30 of each year. SECTION 5.02. Expenditures. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons, including Anna Public Facility Corporation — Bylaws Page 4 the Executive Director, as the Board may from time to time designate, provided that in no event shall a check be negotiable until it is signed by at least one officer. SECTION 5.03. Policy. The Corporation shall adhere to the City's Financial Policy to guide the overall financial condition and operations of the Corporation including without limitation compliance with applicable provisions of the Texas Public Funds Investment Act. SECTION 5.04. Debt Instruments. Notwithstanding anything to the contrary herein or in the Articles of Incorporation, the Corporation shall be required to obtain the consent of the City for issuing bonds, notes, certificates, notes or other obligations ("Obligations"). Obligations are limited obligations of the Corporation and are payable solely from the revenue, receipts, and other resources pledged to their payment. A bondholder or creditor may not compel the local government to pay the bond, the interest, or any redemption premium or other indebtedness. All proceeds from loans or from 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 execution or issuance. 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 and the City's Finance Director shall be the Corporation's investment officer. SECTION 5.05. Books, Records, Audits. 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. 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. The Corporation (or the City if the option described above 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. Representatives of the City may inspect the books, records, accounts, and financial statements of the Corporation at any time. ARTICLE VI SEAL SECTION 6.01. The corporate seal shall be circular and shall have inscribed in the outer circle "Anna Public Facility Corporation" and shall have inscribed in the inner circle the letters "T-E-X-A-S" and a five -pointed star. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Anna Public Facility Corporation — Bylaws Page 5 ARTICLE VII AMENDMENTS SECTION 7.01. These Bylaws may be altered, changed, amended, or appealed or replaced at any meeting of the Board at which a quorum is present, provided notice of the proposed alteration, change, amendment, or repeal and replacement be contained in the notice of such meeting, by the affirmative vote of a majority of the directors. Before taking effect, the City Council must approve such alteration, change, amendment, or repeal and replacement of the Bylaws. ARTICLE VIII GENERAL PROVISIONS SECTION 8.01. Effective Date. These Bylaws shall become effective upon adoption by the Board of Directors and approval of the City Council. SECTION 8.02. Interpretation; Severability. These Bylaws and all of 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. SECTION 8.03. Principal Office. Registered Office, Registered Agent. The principal office and the registered office of the Corporation shall be within the City at the address of the City Hall. The registered agent of the Corporation shall be the City Manager. Process may be served on the Corporation in accordance with applicable law. SECTION 8.04. 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 8.05. Immunity and Indemnity. (a) 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) As provided in Section 303.037 of the Act, the Corporation shall indemnify each and every member of the Board, its officers and its employees and each member of the Board and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys' fees, incurred by any Anna Public Facility Corporation — Bylaws Page 6 of such persons by reason of any actions or omissions that may arise out of the sanctions and activities of the Corporation; provided, however, that the Corporation may not provide indemnity in any manner if the director, officer, employee, or agent is guilty of negligence or misconduct in relation to the matter. The legal counsel for the Corporation is authorized to provide a defense for members of the Board, officers, and employees of the Corporation. SECTION 8.06. Termination. The Corporation may not be terminated if it has outstanding Obligations. Upon the termination of the Corporation after payment of all Obligations of the Corporation, all remaining assets of the Corporation shall be transferred to the City's general fund. Adopted and effective this 23`a day of May 2023. Stan arver II, President CERTIFICATE OF SECRETARY I certify that I am the duly elected and acting secretary of Anna Public Facility Corporation and that these Bylaws constitute the Corporation's Bylaws. These Bylaws were duly adopted by the Board of Directors to be effective as of the 231 day of May 2023. R2.4e. Can Secretary Anna Public Facility Corporation — Bylaws Page 7