HomeMy WebLinkAboutRes 2023-05-5014 Repealing and Replacing Bylaws of the Corporation- Statement of Changing Registered AgentRESOLUTION NO. 2W 2 3 - 0 5 -- 5014
A RESOLUTION OF THE ANNA PUBLIC FACILITY CORPORATION REPEALING
AND REPLACING BYLAWS OF THE CORPORATION AND DIRECTING THE FILING
WITH THE TEXAS SECRETARY OF STATE'S OFFICE A STATEMENT CHANGING
REGISTERED AGENT AND REGISTERED AGENT ADDRESS
WHEREAS, the City of Anna, Texas (the "City") duly created the Anna Public Facility
Corporation (the "Corporation") under Chapter 303 of the Texas Local Government Code, as
amended (the "Act"); and
WHEREAS, the City previously approved bylaws for the Corporation; and
WHEREAS, the Board of Directors of the Corporation (the `Board") desires to repeal and
replace the previous bylaws with the "Anna Public Facility Corporation Bylaws" attached hereto
as Exhibit "A" and incorporated as if fully set forth herein (the 'Bylaws"); and
WHEREAS, the Board further desires to change the Corporation's registered agent and
the address of its registered agent in accordance with this resolution;
NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE ANNA PUBLIC FACILITY CORPORATION:
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
Board. The Board finds and determines that it is wise, expedient, necessary, and advisable that the
Corporation's bylaws be repealed and replaced and that the Corporation change its registered agent
and the address of its registered agent.
SECTION 2. Bylaws. The Board hereby repeals and replaces the Corporation's bylaws
with the bylaws attached as Exhibit "A", subject to the approval of the City Council of the City
of Anna, Texas.
SECTION 3. Registered Agent. The Board hereby directs its staff to file all
statements and documents with the Texas Secretary of State necessary to change its registered
agent to be Ryan Henderson, an individual, to change the address for its registered agent to 120
W. 7th St., Anna, Texas 75409 and to otherwise update its corporate filings as necessary.
SECTION 4. Cumulative Clause. This resolution shall be cumulative of all provisions
of state or federal law and other resolutions of the Board, 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event the conflicting provisions of such resolutions are hereby repealed.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 5. 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
Anna PFC Resolution No. 90 2 3 _ 05 - So I `i Page 1
of the remaining portions of this resolution of the application thereby shall remain in effect, it
being the intent of the Board 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.
SECTION 6. Effective Date. This resolution shall take effect immediately from and after
its passage.
PASSED, APPROVED AND ADOPTED by the Board of Directors of the Anna Public
Facility Corporation on this the 23`d day of May 2023.
Stan Carver II, President
ATTEST:
Secretary
Anna PFC Resolution No. Z a 2 3- 05- 501 `i Page 2
�C11:
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. 71 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 further 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.
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(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
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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 fiends 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. Resi an tions. 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 231a day of May 2023.
Stan Carver 11, 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.
Anna Public Facility Corporation — Bylaws Page 7