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HomeMy WebLinkAboutCDCpkt2010-11-04/-, COMMUNITY DEVELOPMENT ('ORPORATION November 4, 2010 Meeting Packet COMMUNITY DEVELOPMENT CORPORATION CL)C /CPJC. AGENDA �----- REGULAR MEETING-- OF EETING-- OF ANNA COMMUNITY DEVELOPMENT CORPORA November 4.2010 at 4:00 p.m.f ANNA CITY HALL ADMINISTRATION BUILDING, 111 N. POWELL PKWY., ANNA, TEXAS The Anna Community Development Corporation will conduct its regular meetin—g —at -l:00 P.m.t on November 4, 2010, at the Anna City Hall Administration Building, 111 N. Powell Parkway, to consider the following items: 1. Call to Order. 2. Roll Call and Establishment of Quorum. t)ttvri����� /• % '. 3. Invocation and Pledge. 4. Citizen Comments. Citizens are allowed 3 minutes to speak. The Board of Directors is unable to respond to or discuss any issues that are brought up during this section that are not on the agenda, other than to make statements of specific factual information in response to a citizen's inquiry or to recite existing policy in response to the inquiry. f()© o 5. Cgnsider/Discuss/ ction regardingthe atte ance oli y. r�S til o� �� �, V� d'l� —I �fi "o tGG`Gt`� �- y°"Yeg V au e f - lal a t h t -t-15 c 6. Const er/ Iscuss/Action regarding a esolutio providing for notice of intent to undertake a project involving a loan and grant to an automotive business for the purpose of pro ting new or expanded business development. 4 - 7. CLOSED SES N (exceptions): a. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §551.072); b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071); c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the ADDITIONAL NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Economic Development Corporation. IMPORTANT LEGAL NOTICE: The Corporation may vote andlor act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087) 8. Review of bills and fiscal year 2010-11 budget. 9. Consider/Discuss/Action regarding approving the special meeting minutes from September 7, 2010 and October 20, 2010 and regul r meeting minutes from October 14, 2010. S qv1 I ` I �+ �r' �� -2-v'-0`-2-v'-0`v` J I 10. Adjourn. tJ•.27 P"^ - I Sl'- i`?�!!(,2 This is to certify that I, Jessica Perkins, Assistant to the City Manager, posted this agenda at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 4:00 p.m., November 1, 2010. Je I a Perkins, 9sAstant to the City Manager IMPORTANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire Into executive session conceming any of the items listed on this agenda, whenever it is considered necessary and legally Justified under the Open Meetings Act. Disabled persons who want to attend this meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. rK6=101smr.1u Meeting: Novemberh, 2010 Budgeted Amount: N/A Item No. 1 Anna Community Development Corporation Agenda Staff Report AGENDA SUBJECT: Call to Order SUMMARY: STAFF RECOMMENDATION: Staff Contact: Jessica Perkins Exhibits: Yes X No COMMUNITY DEVELOPMENT CORPORATION Meeting: November 4, 2010 Budgeted Amount: N/A Item No. 2 Anna Community Development Corporation Agenda Staff Report Staff Contact: Jessica Perkins Exhibits: Yes X No AGENDA SUBJECT: Roll Call and Establishment of Quorum. SUMMARY: STAFF RECOMMENDATION: COMMUNITY DEVELOPMENT CORPORATION Meeting: November4; 2010 Budgeted Amount N/A Item No. 3 Anna Community Development Corporation Agenda Staff Report AGENDA SUBJECT: Innovation and Pledge. SUMMARY: STAFF RECOMMENDATION: Staff Contact: Jessica Perkins Exhibits: Yes X No [KH 1Wei WIIt0iLI Meeting: November 4-, 2010 Budgeted Amount: N/A Item No. 4 Anna Community Development Corporation Agenda Staff Report AGENDA SUBJECT: Citizen Comments. Staff Contact: Jessica Perkins Exhibits: Yes X No Citizens are allowed 3 minutes to speak. The Board of Directors is unable to respond to or discuss any issues that are brought up during this section that are not on the agenda, other than to make statements of specific factual information in response to a citizen's inquiry or to recite existing policy in response to the inquiry. SUMMARY: STAFF RECOMMENDATION: DEVELOPMENT CORPORATION Meeting: November 4, 2010 Item No. 5 Anna Community Development Corporation Agenda Staff Report Staff Contact: Jessica Perkins Budgeted Amount: n/a Exhibits: X Yes No AGENDA SUBJECT: Consider/Discuss/Action regarding the attendance policy. SUMMARY: The last several meeting the board has had a hard time reaching quorum and a few members have been consistently absent. The board needs to make a determination what constitutes an excused absence. STAFF RECOMMENDATION: n/a BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION (CITY OF ANNA, TEXAS) These Bylaws govern the affairs of the Anna Community Development Corporation (hereinafter referred to as the "Corporation"), a public instrumentality and a non-profit corporation created under Section 4B of the Development Corporation Act of 1979, Article 5190.6 of the Revised Civil Statutes of Texas, as amended and recodiffed (hereinafter referred to as the "Act"). Article 1. PURPOSES AND POWERS Section 1. Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non -Profit Corporation Act. The Board of Directors of the Corporation (the "Board") may, from time to time, change the registered agent and/or the address of the registered office, provided that such change is appropriately reflected in these Bylaws and in the Articles of Incorporation of the Corporation (the "Articles"). The registered office of the Corporation is located at 111 N. Powell Parkway, Anna, Texas 75409 and the Corporation's mailing address is Anna Community Development Corporation, P.O. Box 776, Anna, Texas 75409. The registered agent at such address is Duane Hayes. Section 2. Principal Office. The principal office of the Corporation in the State of Texas shall be located in the City of Anna, Texas (the "City") and it may be, but need not be, identical with the registered office of the Corporation. Section 3. Purpose. The Corporation is incorporated as a non-profit corporation for the purpose set forth in the Articles, the same to be accomplished on behalf of the City as its duly constituted authority and instrumentality in accordance with the Texas Development Corporation Act of 1979, Article 5190.6. Section 4B. Tex. Rev. Civ. Stat. Ann., as amended and recodified, (the "Act"), other applicable laws, and appropriate resolution adopted by the City Council of the City on the 27th day of May, 2003, including all permissible projects prescribed by the Act, and for maintenance and operating costs of publicly owned and operated projects. Further, the Corporation shall be a non-profit corporation as defined by the Internal Revenue Code 1986, as amended, and the applicable regulations of the United States BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Paae 1 of 14 Treasury Department and the rulings of the Internal Revenue Service of the United States prescribed and promulgated thereunder. Section 4. Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by the Act, and shall have all of the powers set forth and conferred in Section 4B of the Act, and in other applicable laws, subject to the limitations prescribed therein and herein and to the provisions 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 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 seven Directors, each of whom shall be appointed by and serve at the pleasure of the City Council of the City of Anna, Texas (the "Council"). Each Director shall be a resident of the City of Anna. Three Directors shall be persons who are not employees, officers, or members of the governing body of the City. A majority of the entire membership of the Board is a quorum. The Board shall conduct all meetings within the boundaries of the City. The Board shall appoint officers as set forth in these Bylaws or that the City Council considers necessary. The Corporation's registered agent must be an individual resident of the City and the Corporation's registered office must be within the boundaries of the City. (c) Three Directors of the first Board shall serve terms of one year and four Directors shall serve terms of two years. The respective terms of the initial Directors shall be determined by the City Council. Thereafter, the successive Directors of the Board shall be appointed and serve for two years or until successors are appointed as hereinafter provided. (d) Any Director may be removed from office and replaced by the City Council at will and without cause. Section 2. Vacancies and Resignations. (a) A vacancy in any position of Director which occurs by reason of death, resignation, disqualification, removal, or otherwise, shall be filled as prescribed in Article 11, Section 1. A vacancy in the office of President, Vice President, Treasurer, Secretary, or Chief Administrative Officer that occurs by reason of death, resignation, disqualification, removal, or otherwise, shall be filled by election of the Board. BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Page 2 of 14 (b) Any Director may resign at any time. Such resignation shall be made in writing, addressed to the City Manager and the City Secretary, and shall take effect at the time specified therein, or if no time is specified therein, at the time of its receipt by the City Secretary. Section 3. 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 (City Hall) as specified in Article I of these Bylaws. Section 4. Notice of Meetings. (a) 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, provided, however, that a meeting need not be held during any given month if there is no business before the Board to necessitate a meeting. 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. Nothing contained in this Section 4 shall vitiate the notice requirements contained in Section 6 of this article. (b) Any member of the Board, officers of the Corporation, or City Manager may have an item placed on the agenda by delivering the same in writing to the Chief Administrative Officer no less than seven calendar days prior to the date of the Board meeting, subject to any additional rules that the Board may adopt by resolution. Each agenda of the Board meeting shall contain an item, titled "Citizen Comment", to allow public comment to be made by the general public concerning Board related matters, subject to generally applicable time limits if imposed by the Board. However, no official or formal action or vote may be taken on any comment made by citizens during Citizen Forum, unless otherwise posted as an action item. Failure to include a "Citizen Comment' agenda item or to conduct a "Citizen Comment' session does not invalidate or otherwise affect any actions taken by the Board. (c) 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. Neither the business to be transacted on nor the purpose of any Regular or Special Meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless required by the Board. A waiver of 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. BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Page 3 of 14 (d) The Board shall hold its regular and special meetings, in the corporate limits of the City, at such place or places as the Board may from time to time determine, and in conformance with the Texas Open Meetings Act. Section 5. Board Attendance. Directors must be present in order to vote at any meeting. Regular attendance at the Board meetings is required of all Directors. The following number of absences shall constitute a consideration for replacement of a Director: two consecutive unexcused absences from meetings of the Board or three unexcused absences from meetings of the Board within a 12 -month period. In the event replacement is indicated, the member will be counseled by the President and subsequently, the President shall submit in writing to the City Council a request for consideration of replacement of the Director in question. 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. Notwithstanding any other provision of these Bylaws, notice of a Board meeting in compliance with the Open Meetings Act is deemed to satisfy any requirement to provide a Director with notice of a Board meeting. 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. Solely for an agenda item with which one or more Board members has a conflict of interest, the number of Board members required to be present to constitute a quorum for the purpose of transacting business is reduced by the number of Board members who are present but lack authority to vote on that item because of a conflict of interest. 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. Unless otherwise adopted by the Board, the rules of procedures of the City Council shall be the rules of procedure for 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. BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Pape 4 of 14 (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. The Secretary shall keep minutes of the transactions of the Board and committee meeting and shall cause such official minutes to be recorded in books kept for the purpose in the principal office of the Corporation. Section 9. Committees of the Board. There may be purely advisory standing committees of the Board as the Board from time to time creates. Each such advisory committee shall be composed of no more than two Directors and such other persons as may be chosen by the Board for their applicable abilities and experience. 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 transaction of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. Section 10. Compensation of Directors. The Directors, including but not limited to the President, Vice President, Treasurer and Secretary shall not receive any salary or compensation for their services. Section 11. Conflict of Interest. In the event that a Director is aware that he/she has a conflict of interest or potential conflict of interest, 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. Section 12. Implied Duties. The Board is authorized to do that which the Board deems desirable in compliance with the Act, subject to City Council approval, to accomplish any of the purposes or duties set out or alluded to in the Articles, these Bylaws, and in accordance with State law and any code of ethics adopted by the City. Section 13. Board's Relationship with the City. In accordance with state law, the Board shall be responsible for the proper discharge of its duties assigned herein. The Board shall determine its policies and directives within the limitations of the duties herein imposed by applicable laws, the Articles, these Bylaws, contracts entered into with the City, and budget and fiduciary responsibilities. Any request for services made to the departments of the City shall be made by the Board or its designee in writing to the City Council. The City Council may approve such request for assistance from the Board when it finds such requested services are BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Page 5 of 14 available within the City and that the Board has agreed to reimburse the City for the cost of such services so provided, as provided by Article V, Section 8 of these Bylaws. Article 111. 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, a Chief Administrative Officer 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 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 presiding officer of the Board with the following authority: (a) shall preside over all meetings of the Board. (b) shall have the right to vote on all matters coming before the Board. (c) shall have the authority, upon notice to the members of the Board, to call a special meeting of the Board when, in his/her judgment, such meeting is required. (d) shall have the authority to appoint standing committees to aid and assist the Board in its business efforts or on other matters incidental to the operation and functions of the Board. (e) shall have the authority to appoint ad hoc committees which may address issues of a temporary nature of concern or which have a temporary affect on the business of the Board. In addition to the above-mentioned duties, the President shall sign, along with the Secretary of the Board, any deed, mortgage, bonds, contracts or other instruments which the Board has approved, unless the execution of said document has been expressly delegated to some other officer or agent of the Corporation by appropriate Board resolution, by a speck provision of these Bylaws, or by statute. In general, the President shall perform all duties incident to the office and such other duties as shall be prescribed from time to time by the Board. BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Page 6 of 14 Section 3. Vice President. The Vice President shall exercise the powers of the President during that officer's absence or inability to act. The Vice President shall also perform other duties as from time to time may be assigned by the President of the Board. Section 4. Secretary. The Secretary shall keep, or cause to be kept, at the registered office, a record of the minutes of all meetings of the Board and of any committees of the Board. The Secretary shall also file a copy of said minutes with the City, and same is to be given in accordance with the provisions of these Bylaws, the Texas Open Meetings Act, the Texas Public Information Act, or other applicable law. The Secretary shall sign, along with the President of the Board, any deed, mortgage, bonds, contracts or other instruments which the Board has approved. Section 5. Treasurer. The Treasurer, or other person or entity designated by the Board, shall have charge and custody of and be responsible for all funds and securities of the Corporation; shall receive and give receipt for money due and payable to the Corporation from any source whatsoever, and shall deposit all such monies in the name of the Corporation in such bank, trust corporation, and or other depositories as shall be specified in accordance with Article V, Section 3 of these Bylaws. The Treasurer or other person or entity designated by the Board, shall, in general, perform all duties incident to that office, and such other duties as from time to time may be assigned by the President of the Board. Section 5.A. Chief Administrative Officer The Chief Administrative Officer shall be nominated by the City Manager and appointed by the Board to fill those duties and responsibilities as the Board may set forth by Resolution. Section 6. Employees. The Corporation may employ such full or part-time employees as needed to carry out the programs of the Corporation. These employees shall perform those duties as are assigned to them by the Board . The Board shall hire, direct and control the work of all Corporation employees. Section 7. Contract for Service. (a) The Corporation may, with approval of the City Council, contract with any qualified and appropriate person, association, corporation, or governmental entity to perform and discharge designated tasks which will aid or assist the Board in the performance of its duties. However, no such contract shall ever be approved BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Page 7 of 14 or entered into which seeks or attempts to divest the Board of its discretion and policy-making functions in discharging the duties hereinabove set forth in this Section. (b) Subject to the authority of the City Council and the City Manager under the Charter of the City, the Corporation may request to utilize the services of the staff and employees of the City, provided: (1) that the City Council approves of the utilization of such services; (2) that the Corporation shall pay, as approved by the City Council, reasonable compensation to the City; and (3) the performance of such services does not materially interfere with the other duties of such personnel of the City. (c) Utilization of the aforesaid City staff shall be solely by contract approved by the City Council. Article IV. EX -OFFICIO MEMBERS Section 1. Ex -Officio Members. The Mayor and City Manager, or their designees, may attend all meetings of the Board or committees, including executive, private or public, but shall not have the power to vote in the meetings. Their attendance shall be for the purpose of insuring that information about the meetings is accurately communicated to the City Council as may be appropriate and necessary. Article V. FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. Annual Corporation Budget. At least 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 City Council. The budget shall not be effective until the same has been approved by the City Council. Section 2. 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. BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Page 8 of 14 (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 City Manager or the City Manager's designee. (c) The Corporation 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. Audit copies are to be filed 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, as amended. Any member of the City Council, Mayor, City Manager, or Director or officer of the Corporation may inspect and receive copies of all books, and records of the Corporation. Section 3. 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 by City policy or by the City Manager and shall be deposited, secured and/or invested in the manner provided for the deposit, security and for investment of the public funds of the City. The Board shall designate the accounts and depositories to be created and designated for such purposes of the Corporation upon the signature of its President and the Secretary and such other persons as the Board shall designate. The accounts, reconciliation and investment of such funds and accounts will be performed by the Corporation. Section 4. Expenditures of Corporate Money. (a) The monies of the Corporation, including sales and use taxes collected pursuant to the Act, the proceeds from the investment of the funds of the Corporation, the proceeds from the sale of property, monies derived from the repayment of loans, rents received from the lease or use of property, the proceeds derived from the sale of bonds, and other proceeds may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (1) expenditures from the proceeds of bonds shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the City Council; (2) expenditures that may be made from a fund created from the proceeds of bonds, and expenditures of monies derived from sources other than BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Page 9 of 14 the proceeds of bonds may be used for the purposes of financing or otherwise providing one or more projects, as defined in the Act; and (3) all other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by these Bylaws or in contracts meeting the requirements of this Article, as approved by the City Council. (b) No bonds, including refunding bonds, shall be authorized or sold and delivered by the Corporation without the approval of the City Council. (c) All purchases above $50,000 must be purchased under formal competitive sealed bidding rules or as otherwise permitted by Texas Local Government Code, Chapters 252 and 271 or other applicable law. No bid process shall begin until approved by the Board. Section 5. Contracts. As provided in Section 4 above, the President and Secretary shall execute any contracts or other instruments which the Board has approved and authorized to be executed, provided, however, that the Board may, by appropriate resolution, authorize any other officer(s) or any other agent(s) to enter into a contract or execute and deliver any instrument in the name and on behalf of the Corporation. Such authority may be confined to specific instances or defined in general terms. When appropriate, the Board may grant a specific or general power of attorney to carry out action on behalf of the Board, provided, however, that no such power of attorney may be granted unless an appropriate resolution of the Board authorizes the same to be done. Section 6. Fiscal Year. The fiscal year of the Corporation shall begin on October 1 and end on September 30 of the following year. Section 7. Checks, Drafts and other Payments. (a) All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by at least two of the following officers: the President, the City Manager, or the Chief Administrative Officer. (b) Only the Chief Administrative Officer is authorized to consummate transactions or make purchases at the point of sale on behalf of the Corporation and purchases must be approved for Corporation business. (c) This subsection shall apply with regard to purchases and contracts not in excess of $50,000, and for which formal competitive bidding procedures are not required. The Corporation will vote to authorize purchases and enter into BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Page 10 of 14 contracts that do not exceed $50,000. All purchases between $5,000 $50,000 shall require at least three written bids/estimates if the purchase is not from a sole -source vendor. All purchases between $500 and $5,000 will be approved by the Corporation board. Purchases less than $500 can be approved by the Corporation President and the Chief Administrative Officer without approval of the Corporation board, but a reasonable effort will be made to seek approval from the board first. Only the Chief Administrative Officer is authorized to consummate transactions or make purchases at the point of sale on behalf of the Corporation, and any checks, drafts, orders for the payment of money, notes or other evidences of indebtedness must be signed in accordance with subsection (a) of this section before the Chief Administrative Officer may make such purchases. If the Chief Administrator Officer is not available to make a necessary purchase, the purchase may be made by the City Manager or the written designee of the City Manager. (d) Expenses for Director and Officer travel, meals, or similar expenses must be necessary to the Corporation's business, the details of which shall be approved in advance by the Chief Administrative Officer and are subject to the following limits: reasonable travel/transportation, lodging, seminar registration, meals (Breakfast cap $10.00, Lunch cap $15.00, Dinner cap $20.00; or, in the case of overnight travel total meals cannot exceed $45.00 per day), parking, highway tolls and other Corporate business expenses approved by the Chief Administrative Officer. Further, such expenses shall be reimbursed only for necessary and reasonable actual costs as verified by expense receipts that clearly show the date of purchase, vendor, location of vendor, and explanation and itemization of expenses by price. The Chief Administrative Officer is authorized to require expense reports that require additional details regarding expenses. The following expenditures are not reimbursable expenses unless specifically authorized by Board vote: alcoholic beverages, personal employee or family expenses, sports and entertainment fees, donations, contributions, memberships, and any other expenditure not reasonably related to and necessary for the efficient conduct of City business. First class accommodations on public carriers shall not be authorized unless lesser fares are not available on required trips. The Chief Administrative Officer must be so noted and approve the additional expense. (e) At the discretion of the Chief Administrative Officer, funds may be advanced for anticipated travel expenses. Actual cost must be verified after the travel by expense receipts as required in subsection (d) of this section. Allowable expenses exceeding the advance shall be reimbursed by the Corporation and advances exceeding the documented receipts shall be refunded to the Corporation. Receipts must be obtained for advance -funded expenses and said receipts must be delivered to the Chief Administrative Officer within 10 days of obtaining said receipts. BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Page 11 of 14 (f) When approved in advance by the Chief Administrative Officer, as appropriate, members shall be paid mileage for use of personal vehicles on Corporation business at the standard mileage rate as set by the Internal Revenue Service annually. Corporation members must provide mileage totals to and from the event. Corporation members must provide evidence of liability and property damage insurance prior to such use. Section 8. Contributions. The Board may accept on behalf of the Corporation any contributions, grant or bequest to be used for the general purposes of or for any special purpose of the Corporation. Funds that may be used for special purposes shall include all funds from government grants or contracts and contributions designated by a donor for special purposes. All other funds shall be general funds. Article VI. MISCELLANEOUS PROVISIONS Section 1. Seal. The Board may obtain a corporate seal which bears the words "Corporate Seal of the Anna Community Development Corporation" and the Board may thereafter use the corporate seal and corporate name; but these Bylaws shall not be construed to require the use of the corporate seal. Section 2. Approval or Advice and Consent of the City Council. To the extent that these Bylaws refer to any action, approval, advice, or consent by the City or refer to action, approval, advice or consent by the City Council, such action, approval, advice or consent shall be evidenced by an approved motion, resolution or ordinance passed by the City Council and reflected in the minutes of the City Council. Section 3. Indemnification of Directors, Officers and Employees. (a) As provided in the Act and in the Articles, 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 and all liability or expense, including attorney 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. This indemnity shall apply even if one or more of those to be indemnified was negligent or caused or contributed to cause any loss, claim, action or suit. Specifically, it is the intent of these Bylaws and the Corporation to BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Page 12 of 14 require the Corporation to indemnify those named for indemnification, even for the consequences of the negligence of those to be indemnified, which caused or contributed to cause any liability. Indemnification and other protections provided by this subsection do not include indemnification for acts constituting gross negligence, reckless conduct, or criminal behavior. Nothing in this section creates any duty to indemnify or otherwise protect any person or entity performing work or otherwise acting as an independent contractor. (c) The Corporation must purchase and maintain insurance on behalf of any Director, officer, employee, or agent of the Corporation, or on behalf of any person serving at the request of the Corporation as a Board member, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against that person in any such capacity or arising out of such status with regard to the Corporation, whether or not the Corporation has the power to indemnify that person against liability for any of those acts. Section 4. Code of Ethics. The Corporation's Board of Directors, and its officers, employees, and agents shall abide by and be subject to all ethical rules, requirements, and restrictions applicable to members of the City Council under federal, state or local law, including but not limited to the City's Home -Rule Charter and Code of Ethics. All such ethical rules, requirements, and restrictions shall be applicable to independent contractors of the Corporation in all dealings with the Corporation and with regard to all work performed for or at the direction of the Corporation. However, this section is not intended to nor shall it be interpreted to change the relationship between the Corporation and an independent contractor from that of independent corporation to employee. Section 5. Amendments to Bylaws. These Bylaws may be amended or repealed and new Bylaws may be adopted by an affirmative vote of four of the authorized Directors serving on the Board, subject to the approval of the City Council. The City Council may amend these Bylaws at any time. Such amendments made by the City Council will be duly passed and adopted by approved motion, resolution or ordinance duly reflected in the minutes of the City Council and, thereafter, duly noted to the Board. Section 6. Dissolution of the Corporation. Upon dissolution of the Corporation, titles to or other interest in any real or personal property owned by the Corporation at such time shall vest in the City Council. Section 7. Applicability of City Charter, Policies and Procedures. BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Paste 13 of 14 The City Charter and all duly approved city policies and procedures shall apply directly to the Corporation and the Board unless such charter, policies or procedures are superseded by state law or not related to the functions of the Board. The Board has the prerogative, subject to approval by the City Council, to adopt other policies and procedures in addition to or in place of those of the City. Section 8. Effective Date. These Bylaws, having been adopted by resolution of the Corporation on the 4th day of February, 2009, shall be effective upon approval by the City Council. F.� .. ��• `.:� �1LI Bill Olsen ene Bowles A drew Werley BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Page 14 of 14 COMMUNITY DEVELOPMENT CORPORATION Meeting: November 4, 2010 Item No. 6 Anna Community Development Corporation Agenda Staff Report Budgeted Amount: reserve funds Staff Contact: Jessica Perkins Exhibits: X Yes No AGENDA SUBJECT: Consider/Discuss/Action regarding a resolution providing for notice of intent to undertake a project involving a loan and grant to an automotive business for the purpose of promoting new or expanded business development. SUMMARY: At the last regular meeting Aaron Towner, owner of The Pit Stop, presented a request to borrow $30,000 from the board. Aaron stated he is interested in expanding his facility, adding employees, and adding services and the loan would allow him to add equipment that would aid in expanding his business. Upon receiving direction from the board, staff has drafted a resolution stating the boards intent to move forward with negotiating a loan and/or grant to Towner Enterprises, LLC after duly published public notice and city council approval. STAFF RECOMMENDATION: n/a ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION APPROVING A PROJECT TO PROMOTE NEW OR EXPANDED BUSINESS DEVELOPMENT, AUTHORIZING THE EXPENDITURE OF FUNDS FOR THE PROJECT, AND DIRECTING PUBLICATION OF NOTICE OF THE PROJECT AND NOTICE OF PUBLIC HEARING, ALL SUBJECT TO APPROVAL OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS WHEREAS, the Board of Directors of the Anna Community Development Corporation (the "CDC"), created by the City of Anna, Texas (the "City"), in accordance with Article 5190.6, V.A.T.C.S., Section 4B, and now operating under Texas Local Government Code, Chapter 505 (the "Act"), has determined that it is advisable and in the best interests of the CDC to give notice of the intention of the CDC to undertake, and to call a public hearing on, the following project(s): an expenditure in the amount of $ in the form of a loan or grant to assist Towner Enterprises LLC ("Recipient") with the Recipient's purchase of operations equipment necessary for the purpose of expanding the operations of Recipient's automotive business and the expansion of business development within the City (the "Project"); and, WHEREAS, the CDC desires to authorize the expenditure of funds of up to $ under a project and loan/grant agreement with the Recipient for the funding of the Project, subject to certain conditions as set forth in this resolution; and, WHEREAS, the CDC's funding of the Project is subject to the approval of the Project by the City Council of the City of Anna ("City Council"); and, WHEREAS, the CDC Board of Directors has investigated and determined that providing the funding for the Project, subject to the aforementioned conditions, is in the CDC's best interest and will promote new and expanded business development in the City; and, WHEREAS, it is hereby officially found and determined that the meeting at which this resolution was passed, was open to the public and public notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code; NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT CORPORATION, THAT: CDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 2 Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Project and Authority to Expend Funds The CDC approves the Project and authorizes the expenditure of funds of up to $ in the form of a loan/grant to the Recipient for the expansion of Recipient's business. Said expenditure by the CDC will be subject to: (1) City Council approval by resolution after the City Council gives the resolution at least two separate readings; (2) the full execution of a project agreement between the CDC and the Recipient, and any necessary loan agreement(s) to be executed after City Council consideration and approval of the Project, and subject to approval as to the substance of said agreements by the CDC and approval as to the form of said agreements by the CDC's legal counsel; and (3) the passage of at least 60 days after the date of publication of notice of the Project during which time period there has been no receipt by the City Council of a petition described in Texas Local Government Code § 505.160. Section 3. Form of Notice Attached hereto as Exhibit A is a form of Notice of Project and Notice of Public Hearing ("Notice"), which shall be published without unnecessary delay after the adoption of this resolution, in substantially the same form and substance as attached hereto. Section 4. Publication of Notice Said Notice shall be published in a newspaper, as defined in Texas Government Code Sec. 2051.044, of general circulation in the area of the City of Anna, Texas. Section 5. Public Hearing A public hearing shall be held on the proposed Project on the day of , 2010 at four o'clock p.m., at the Anna City Hall Administration Building, 111 N. Powell Parkway, Anna, Texas. PASSED AND APPROVED by the Anna Community Development Corporation this day of 12010. APPROVED: Rob Simmons, CDC President ATTEST: Sherilyn Godfrey, CDC Secretary CDC OF ANNA, TEXAS RESOLUTION NO. PAGE 2 OF 2 ANNA COMMUNITY DEVELOPMENT CORPORATION NOTICE OF PROJECT AND NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that the Anna Community Development Corporation (the "CDC"), a non-profit corporation created pursuant to the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, Section 4B, and now operating under Texas Local Government Code, Chapter 505 (the "Act"), will hold a public hearing at four o'clock p.m. on the _ day of 2010, at the Anna City Hall Administration Building, 111 N. Powell Parkway, Anna, Texas, on a project including an expenditure in an amount up to $ in the form of a loan or grant to assist Towner Enterprises LLC ("Recipient") with the Recipient's purchase of operations equipment necessary for the purpose of expanding the operations of Recipient's automotive business and the expansion of business development within the City (the "Project"), as authorized by the Act. The Project will be financed from existing resources of the CDC. The costs of the Project are estimated not to exceed $ . All interested persons are invited to attend the public hearing and speak for or against the undertaking of the proposed Project. ANNA COMMUNITY DEVELOPMENT CORPORATION EXHIBIT A Meeting: November 4, 2010 Budgeted Amount: n/a Item No. 7 Anna Community Development Corporation Agenda Staff Report AGENDA SUBJECT: CLOSED SESSION (exceptions): Staff Contact: Jessica Perkins Exhibits: Yes _X—No a. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §551.072); b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071); c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087) SUMMARY: n/a STAFF RECOMMENDATION: n/a COMMUNITY DEVELOPMENT CORPORATION Meeting: November 4, 2010 Budgeted Amount: n/a Item No. 8 Anna Community Development Corporation Agenda Staff Report Staff Contact: Jessica Perkins Exhibits: X Yes No AGENDA SUBJECT: Review of bills and fiscal year 2010-11 budget. SUMMARY: n/a STAFF RECOMMENDATION: n/a City of Anna PO Box 776 Anna, TX 75409 Phone 972-924-3325 Fax 972-924-2620 Bill To: Community Development Corp Anna, TX 75409 DATE: October 19, 2010 INVOICE # CDC Oct 2010 FOR: Parks Maintenance Employee Partial Salary DESCRIPTION AMOUNT Partial Salary for City of Anna Parks Maintenance Employee $39,000 `" TOTAL $ 39,000.00 Make all checks payable to City of Anna If you have any questions concerning this invoice, contact Alesia Thornhill 972-924-3325 athornhill@annatexas.gc THANK YOU FOR YOUR PROMPT ATTENTION CDC Meeting November 4, 2010 Bills for review: Wolfe, Tidwell, McCoy: Legal fees: 920.06 and 27.00 Total=947.06 Item No. 9 Anna Community Development Corporation Agenda Staff Report Meeting: November 4, 2010 Staff Contact: Jessica Perkins Budgeted Amount: n/a Exhibits: X_Yes No AGENDA SUBJECT: Consider/Discuss/Action regarding approving the special meeting minutes from September 7, 2010 and October 20, 2010 and regular meeting minutes from October 14, 2010. SUMMARY: n/a STAFF RECOMMENDATION: n/a DEVELOPMENT CORPORATION Meeting: November 4, 2010 Budgeted Amount: n/a AGENDA SUBJECT: Adjourn. SUMMARY: n/a Item No. 10 Anna Community Development Corporation Agenda Staff Report STAFF RECOMMENDATION: n/a Staff Contact: Jessica Perkins Exhibits: Yes X No O O O O C) O OO W N N N N W N NNAWN N N N (ND Ut NN N NWN N(O ON NO N O A O O O O_ O_ O O O O_ O_ O O_ O_ 0 0 0 0 0 0 0 ! 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(D N N 0 (D 6 J > > J N N 0 N> s 3 0 0 0 N 0 N O �(D CD C71 V W (NO a� Oc\O Ut W OD OD(D (O OD A N N N N N N N N N N N N N N N N N N N O_ 00 O O O O O O O O O O O O O O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N CD D N N N 0 N N Z 0�.�.� ° Z Z� 0 30 bl d O 0m• N' 0 (D CD O0 000 0)0)0 0 AA W C" CA (VO ? W 0 C71 W W CO