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Home My WebLink AboutCDC/EDC 2025-01-02 Regular Meeting Packet 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 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. MEETING AGENDA ANNA COMMUNITY DEVELOPMENT CORPORATION AND ANNA ECONOMIC DEVELOPMENT CORPORATION Thursday, January 2, 2025 @ 6:00 PM The CDC/EDC of the City of Anna will meet on 1/2/2025, at 6:00 PM in the Anna Municipal Complex-Council Chambers, located at 120 W. 7th Street, to consider the following items. 1. Call to Order, Roll Call, and Establishment of Quorum. 2. Invocation and Pledge of Allegiance. 3. Neighbor Comments. Persons may address the Board of Directors on items not on the agenda; please observe the time limit of three (3) minutes. Members of the Board cannot comment on or deliberate statements of the public except as authorized by Section 551.042 of the Texas Government Code. 4. Consent Agenda. a. Approve minutes from the December 5, 2024, Joint Community Development Corporation and Economic Development Corporation Meeting. (CDC) b. Approve minutes from the December 5, 2024, Joint Community Development Corporation and Economic Development Corporation Meeting. (EDC) 5. Individual Consideration. a. Consider/Discuss/Action on the process of electing a Board President. (CDC & EDC) b. Consider/Discuss/Action on the process of electing a Board Vice-President. (CDC & EDC) c. Consider/Discuss/Action on the process of electing a Board Secretary. (CDC & EDC) d. Consider/Discuss/Action on Resolution No. 2025-01-1 approving an amendment to the Community Development Corporation Bylaws. (CDC) e. Consider/Discuss/Action on Resolution No. 2025-01-2 approving an 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 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. amendment to the Economic Development Corporation Bylaws. (EDC) f. Consider/Discuss/Action on a recommendation to cancel the February 6, 2025, CDC/EDC Joint Board Meeting. g. Consider/Discuss/Action on a recommendation to conduct the February CDC/EDC Joint Board Meeting on February 13, 2025, at 6:00 p.m. in Council Chambers of the Municipal Complex located at 120 W. 7th Street. h. Receive a presentation from EDC staff on the 2025 Business Retention & Expansion Program. i. Receive a presentation from Economic Development Manager, Salena Tittle, regarding the City of Anna participation and recognition in the Brew City, TX Program. 6. Director's Report. a. Strategic Plan Update b. Financial Report / Sales Tax Update c. Event Updates & Upcoming Events 7. Closed Session. a. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov’t Code §551.072) possible property acquisition; possible land sale/purchase. 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); Grant program; Lease agreement and professional services contract. Pending Contracts. 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); potential retail and medical projects. 8. Reconvene into open session and take any action on closed session items. 9. Receive reports from staff or Board Members about items of community interest. 10. Adjourn. This is to certify that I, Bernie Parker, Director of Economic Development, posted this Agenda on the City's website (www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m. on 12/27/2024. Bernie Parker, Director of Economic Development Item No. 3. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Neighbor Comments. SUMMARY: Persons may address the Board of Directors on items not on the agenda; please observe the time limit of three (3) minutes. Members of the Board cannot comment on or deliberate statements of the public except as authorized by Section 551.042 of the Texas Government Code. STAFF RECOMMENDATION: N/A ATTACHMENTS: Item No. 4.a. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Approve minutes from the December 5, 2024, Joint Community Development Corporation and Economic Development Corporation Meeting. (CDC) SUMMARY: Review & approve the meeting minutes from the December 5, 2024, Joint CDC/EDC Meeting. STAFF RECOMMENDATION: Staff recommends approval. ATTACHMENTS: 1. December 5_2024 CDC EDC Joint Meeting Minutes_Draft Anna Community Development Corporation and Anna Economic Development Corporation Meeting Minutes Thursday, December 5, 2024 @ 6:00 PM The Anna Community Development Corporation and the Anna Economic Development Corporation conducted a meeting at 6:00 PM on Thursday, December 5, 2024, at the Anna Municipal Complex in City Council Chambers, located at 120 W. 7th Street, Anna, Texas 75409. A video recording of the open session portions of the meeting may be viewed online at the City of Anna's website: https://www.annatexas.gov/962/AgendasMinutes 1. Call to Order, Roll Call, and Establishment of Quorum. The meeting was called to order by Board President Bruce Norwood at 6:00 PM. Members Present: Board President Bruce Norwood Board Vice-President Nate Pike Board Secretary Michelle Hawkins Board Member Manny Singh (arrived at 6:07 pm after Item #4 Consent Agenda) Board Member Allison Inesta Board Member LaMarr Dillingham Members Absent: Board Member Kylee Kelley Others Present: Director of Economic Development Bernie Parker Assistant Director of Economic Development Natasha Roach Economic Development Manager Salena Tittle City Attorney Clark McCoy Mayor Pete Cain 2.Invocation and Pledge of Allegiance. Board President Bruce Norwood led the Invocation and Pledge of Allegiance. 3.Neighbor Comments. Persons may address the Board of Directors on items not on the agenda; please observe the time limit of three (3) minutes. Members of the Board cannot comment on or deliberate statements of the public except as authorized by Section 551.042 of the Texas Government Code. There were none. 4.Consent Agenda. MOTION: Board Secretary Michelle Hawkins made a motion on behalf of the CDC and EDC to approve the consent agenda items, 4a & 4b. Board Member LaMarr Dillingham seconded the motion. In a 5-0 vote, all were in favor. Motion passed. a. Approve minutes from the November 7, 2024, Joint Community Development Corporation and Economic Development Corporation Meeting. (CDC) b. Approve minutes from the November 7, 2024, Joint Community Development Corporation and Economic Development Corporation Meeting. (EDC) 5.Individual Consideration. a. Receive a presentation from City staff regarding wayfinding signage for the City of Anna. The City of Anna Assistant City Manager, Taylor Lough, and Assistant City Manager, Greg Peters, provided a brief presentation regarding details for the city's wayfinding signage project. No action taken. 6.Director's Report. a. Strategic Plan Update Director of Economic Development, Bernie Parker, updated the Board on staff's recent accomplishments, attended events, and future initiatives. No action taken. b. Financial Report / Sales Tax Update Director of Economic Development, Bernie Parker, presented updated information on increased sales tax for the month of September 2024, which is up roughly 12.3% from the previous year, September 2023. No action taken. c. Event Updates & Upcoming Events Economic Development Manager, Salena Tittle, provided the Board with the following information regarding a few events. •Event Update: The 2024 Greater Anna Chamber of Commerce Fall Golf Tournament was held on Monday, November 11th, from 10:00 a.m. to 6:00 p.m. at The Bridges Golf Club in Gunter. The event was a huge success with fantastic turnout. •Cruising with a Clause - The City of Anna toy drive began Monday, November 11th, and runs through Monday, December 9th. A list of the most popular and requested children's toys was provided to the Board within the meeting packet as well as a list of drop-off locations. •12 Days of Anna - Begins this Saturday, December 7th, with Santa's Village and the Annual Tree Lighting. For the full schedule of events for each day, please visit the City of Anna website. •Mandatory Boards & Commission Training - Training will be held on Saturday, December 14th, from 9:00 a.m. - 12:00 p.m. in Council Chambers. •Grace Place Food Pantry & Coffee Shop - Grace Place is partnering with the Anna Local Firefighters to collect gently used coats for all ages. Collection bins can be found at the Grace Place Coffee Shop as well as 3 Nations Brewery. Mrs. Tittle informed the Board that the December EDC Newsletter, Groundbreaking News, had been posted to the EDC's social media sites, LinkedIn and Instagram, and reminded them all to follow, like, and share the EDC's posts for continued success in spreading the most up-to-date information regarding Anna. Director of Economic Development, Mr. Bernie Parker, took the opportunity to thank Allison Inesta, LaMarr Dillingham, Kylee Kelley, and Michelle Hawkins for their dedicated service to the CDC/EDC Board. No action taken. 7.Closed Session. MOTION: Board Vice-President Nate Pike made a motion to enter into closed session. Board Member LaMarr Dillingham seconded the motion. All were in favor. Motion passed. The CDC / CDC Board entered into closed session at 6:38 PM. a. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov’t Code §551.072) possible property acquisition; possible land sale/purchase. 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); Grant program; Lease agreement and professional services contract. Pending Contracts. 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); potential retail and medical projects. 8.Reconvene into open session and take any action on closed session items. Board President Bruce Norwood called the CDC / EDC Board meeting back into open session at 7:29 PM. 9.Receive reports from staff or Board Members about items of community interest. Economic Development Manager, Salena Tittle, advised the Board that the Christmas Parade as well as the Christmas Market will be held on Saturday, December 14th. No action taken. 10.Adjourn. MOTION: Board President Bruce Norwood made a motion to adjourn the meeting. Board Member Manny Singh seconded the motion. All were in favor. Motion passes. The CDC / EDC Joint Board Meeting was adjourned at 7:30 PM. Approved on the 2nd day of January, 2025. APPROVED: ATTESTED: __________________________ ___________________________ President of CDC / EDC Secretary of CDC / EDC Item No. 4.b. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Approve minutes from the December 5, 2024, Joint Community Development Corporation and Economic Development Corporation Meeting. (EDC) SUMMARY: Review & approve the meeting minutes from the December 5, 2024, Joint CDC/EDC Meeting. STAFF RECOMMENDATION: Staff recommends approval. ATTACHMENTS: 1. December 5_2024 CDC EDC Joint Meeting Minutes_Draft Anna Community Development Corporation and Anna Economic Development Corporation Meeting Minutes Thursday, December 5, 2024 @ 6:00 PM The Anna Community Development Corporation and the Anna Economic Development Corporation conducted a meeting at 6:00 PM on Thursday, December 5, 2024, at the Anna Municipal Complex in City Council Chambers, located at 120 W. 7th Street, Anna, Texas 75409. A video recording of the open session portions of the meeting may be viewed online at the City of Anna's website: https://www.annatexas.gov/962/AgendasMinutes 1. Call to Order, Roll Call, and Establishment of Quorum. The meeting was called to order by Board President Bruce Norwood at 6:00 PM. Members Present: Board President Bruce Norwood Board Vice-President Nate Pike Board Secretary Michelle Hawkins Board Member Manny Singh (arrived at 6:07 pm after Item #4 Consent Agenda) Board Member Allison Inesta Board Member LaMarr Dillingham Members Absent: Board Member Kylee Kelley Others Present: Director of Economic Development Bernie Parker Assistant Director of Economic Development Natasha Roach Economic Development Manager Salena Tittle City Attorney Clark McCoy Mayor Pete Cain 2.Invocation and Pledge of Allegiance. Board President Bruce Norwood led the Invocation and Pledge of Allegiance. 3.Neighbor Comments. Persons may address the Board of Directors on items not on the agenda; please observe the time limit of three (3) minutes. Members of the Board cannot comment on or deliberate statements of the public except as authorized by Section 551.042 of the Texas Government Code. There were none. 4.Consent Agenda. MOTION: Board Secretary Michelle Hawkins made a motion on behalf of the CDC and EDC to approve the consent agenda items, 4a & 4b. Board Member LaMarr Dillingham seconded the motion. In a 5-0 vote, all were in favor. Motion passed. a. Approve minutes from the November 7, 2024, Joint Community Development Corporation and Economic Development Corporation Meeting. (CDC) b. Approve minutes from the November 7, 2024, Joint Community Development Corporation and Economic Development Corporation Meeting. (EDC) 5.Individual Consideration. a. Receive a presentation from City staff regarding wayfinding signage for the City of Anna. The City of Anna Assistant City Manager, Taylor Lough, and Assistant City Manager, Greg Peters, provided a brief presentation regarding details for the city's wayfinding signage project. No action taken. 6.Director's Report. a. Strategic Plan Update Director of Economic Development, Bernie Parker, updated the Board on staff's recent accomplishments, attended events, and future initiatives. No action taken. b. Financial Report / Sales Tax Update Director of Economic Development, Bernie Parker, presented updated information on increased sales tax for the month of September 2024, which is up roughly 12.3% from the previous year, September 2023. No action taken. c. Event Updates & Upcoming Events Economic Development Manager, Salena Tittle, provided the Board with the following information regarding a few events. •Event Update: The 2024 Greater Anna Chamber of Commerce Fall Golf Tournament was held on Monday, November 11th, from 10:00 a.m. to 6:00 p.m. at The Bridges Golf Club in Gunter. The event was a huge success with fantastic turnout. •Cruising with a Clause - The City of Anna toy drive began Monday, November 11th, and runs through Monday, December 9th. A list of the most popular and requested children's toys was provided to the Board within the meeting packet as well as a list of drop-off locations. •12 Days of Anna - Begins this Saturday, December 7th, with Santa's Village and the Annual Tree Lighting. For the full schedule of events for each day, please visit the City of Anna website. •Mandatory Boards & Commission Training - Training will be held on Saturday, December 14th, from 9:00 a.m. - 12:00 p.m. in Council Chambers. •Grace Place Food Pantry & Coffee Shop - Grace Place is partnering with the Anna Local Firefighters to collect gently used coats for all ages. Collection bins can be found at the Grace Place Coffee Shop as well as 3 Nations Brewery. Mrs. Tittle informed the Board that the December EDC Newsletter, Groundbreaking News, had been posted to the EDC's social media sites, LinkedIn and Instagram, and reminded them all to follow, like, and share the EDC's posts for continued success in spreading the most up-to-date information regarding Anna. Director of Economic Development, Mr. Bernie Parker, took the opportunity to thank Allison Inesta, LaMarr Dillingham, Kylee Kelley, and Michelle Hawkins for their dedicated service to the CDC/EDC Board. No action taken. 7.Closed Session. MOTION: Board Vice-President Nate Pike made a motion to enter into closed session. Board Member LaMarr Dillingham seconded the motion. All were in favor. Motion passed. The CDC / CDC Board entered into closed session at 6:38 PM. a. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov’t Code §551.072) possible property acquisition; possible land sale/purchase. 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); Grant program; Lease agreement and professional services contract. Pending Contracts. 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); potential retail and medical projects. 8.Reconvene into open session and take any action on closed session items. Board President Bruce Norwood called the CDC / EDC Board meeting back into open session at 7:29 PM. 9.Receive reports from staff or Board Members about items of community interest. Economic Development Manager, Salena Tittle, advised the Board that the Christmas Parade as well as the Christmas Market will be held on Saturday, December 14th. No action taken. 10.Adjourn. MOTION: Board President Bruce Norwood made a motion to adjourn the meeting. Board Member Manny Singh seconded the motion. All were in favor. Motion passes. The CDC / EDC Joint Board Meeting was adjourned at 7:30 PM. Approved on the 2nd day of January, 2025. APPROVED: ATTESTED: __________________________ ___________________________ President of CDC / EDC Secretary of CDC / EDC Item No. 5. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Individual Consideration. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Item No. 5.a. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on the process of electing a Board President. (CDC & EDC) SUMMARY: This is the annual process of electing a Board President of your choosing to represent the CDC & EDC. STAFF RECOMMENDATION: N/A ATTACHMENTS: Item No. 5.b. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on the process of electing a Board Vice-President. (CDC & EDC) SUMMARY: This is the annual process of electing a Board Vice-President of your choosing to represent the CDC & EDC. STAFF RECOMMENDATION: N/A ATTACHMENTS: Item No. 5.c. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on the process of electing a Board Secretary. (CDC & EDC) SUMMARY: This is the annual process of electing a Board Secretary of your choosing to represent the CDC & EDC. STAFF RECOMMENDATION: N/A ATTACHMENTS: Item No. 5.d. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on Resolution No. 2025-01-1 approving an amendment to the Community Development Corporation Bylaws. (CDC) SUMMARY: In the current CDC Bylaws, Section 5.01 Principal Office, the address reference’s the prior address of City Hall, and the Registered Agent needs to be further identified. In addition, the Secretary of the CDC will need to be updated for the signature page. The proposed changes are as follows: Section 5.01 Principal Office • The principal office and the registered office of the Corporation shall be 120 W. Seventh Street, Anna, TX 75409; and • The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Act. This registered agent shall be the Director of the EDC. Once approved, these Amended Bylaws will be sent to and filed with the Secretary of State. STAFF RECOMMENDATION: Staff recommends that the Board approve the amended CDC Bylaws as presented. ATTACHMENTS: 1. 2025-01-1 CDC Resolution - CDC Bylaws Amendment 2. CDC Bylaws Proposed Jan 2025 ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. 2025-01-1 A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION AMENDING THE BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION WHEREAS, the Anna Community Development Corporation (the “CDC”) is authorized to amend its Bylaws under Article VI, Section 6.2 of the Bylaws Anna Community Development Corporation; and WHEREAS, the Community Development Corporation (the “CDC”) desires to amend said Bylaws; NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT CORPORATION, THAT: Section 1.Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2.Amendments to the Corporation’s Bylaws The CDC Board of Directors hereby approves amending the Bylaws of the Anna Community Development Corporation as set forth in Exhibit A, attached hereto, subject to approval by the City of Anna City Council. PASSED AND APPROVED by the Anna Community Development Corporation this 2nd day of January 2025. APPROVED: _____________________________ CDC President ATTEST: ________________________________ CDC Secretary AMENDED BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION ARTICLE 1 PURPOSE AND POWERS Section 1.01. Purpose. The Anna Economic Development Corporation (the "Corporation") is a public instrumentality, and a non-profit corporation created under the Development Corporation Act, codified in Title 12, Subtitle Cl of the Texas Local Government Code (the "Act"), and operating under Chapters 501,502 and 504 of the Act and other applicable law. Section 1.02. Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed as a Type A corporation under the Act and shall have all the powers set forth and conferred in its Amended Certificate of Formation, in the Act, and in other applicable law, subject to the limitations prescribed under applicable law and these bylaws. ARTICLE II BOARD OF DIRECTORS Section 2.01. Powers, Number, and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") and, subject to the restrictions imposed by law, by the Amended Certificate of Formation and by these bylaws, the Board shall exercise all the powers of the Corporation. (b) The Board shall consist of seven (7) directors, each of whom shall be appointed by the City Council (the "City Council"). At least three (3) members of the Board shall be persons who are not members of the City Council and who are not employees or officers of the City. (c) Directors shall serve staggered two (2) year terms with four (4) pos1t1ons commencing service during odd years and three (3) positions commencing service during even years, effective July 1, or until a successor(s) is(are) appointed by the City Council. (d) Any director may be removed from office by the City Council at any time without cause. (e) Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the City Manager, Economic Development Director, and/or City Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. (f) Any vacancy occurring on the Board through death, resignation or otherwise shall be filled by appointment by the City Council and the director appointed to fill any such vacancy shall serve the remainder of the unexpired term. Section 2.02. Meetings of Directors. The directors may hold their meetings at such place or places as the Board and/or the Economic Development Director determines; provided, however, in the absence of any such determination by the Board and/or the Economic Development Director, the meetings shall be held at the principal office of the Corporation as specified in Article V of these bylaws. Section 2.03. Notice of Meetings to Directors. Regular meetings of the Board shall be held without the necessity of notice to directors at such time and places as shall be designated from time to time by the Board. Special meetings of the Board shall be held whenever called by the president, by a majority of the directors, by the City Manager, or by a majority of the City Council. Section 2.04 Board Attendance. A director who is absent from three consecutive regular meetings, or 25% of regularly scheduled meetings during the 12-month period immediately preceding and including the absence in question, without explanation acceptable to a majority of the other members, must forfeit his or her position on the board. Section 2.05. Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code, as amended. Section 2.06. Quorum. A majority of the entire membership of the Board of Directors shall constitute a quorum for the conduct of the official business of the Corporation. The act of a majority of directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law. Section 2.07. Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside; provided that in the absence of the President, the Vice President shall preside; and further provided that in the absence of the President and Vice President, the directors present at the meeting may appoint a director to preside at such meeting. (c) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 2.08. Committees of the Board. The Board may designate two (2) or more directors to constitute an official committee of the Board to exercise such authority of the Board as may be specified by Board resolution. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. Section 2.09. Compensation of the Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their official duties as directors. Section 2.10. Ethics; Conflict of Interest. Directors shall strictly adhere to the Anna Code of Ethics, as adopted, and as may be amended by the City Council (the "Ethics Code"). In the event that a director is aware that he/she has a conflict of interest under applicable law or Ethics Code, with regard to any particular matter or vote coming before the Board, the director shall bring the same to the attention of the Board and shall abstain from discussion and voting thereon. Any director shall bring to the attention of the Board any apparent conflict of interest or potential conflict of interest of any other director, in which case the Board shall determine whether a true conflict of interest exists before any further discussion or vote shall be conducted regarding that particular matter. The director about whom a conflict-of-interest question has been raised shall refrain from voting with regard to the determination as to whether a true conflict exists. Section 2.11. Ex-Officio Members. The Mayor and City Manager or their respective designees, and any City Council member or other appropriate person or entity designated by the Board may attend all meetings of the Board or committees, including but not limited to executive or closed meetings, but shall not have the power to vote in the meetings unless such Council member is also a member of the Board. Their attendance shall be for the purpose of ensuring that information about the meetings is accurately recorded and communicated to the City Council as may be appropriate and necessary. ARTICLE III OFFICERS Section 3.01. Titles and Terms of Office. (a) The officers of the Corporation shall be a president, a vice president, a secretary, and a treasurer, and such other officers as the board may from time to time elect or appoint. One person may hold more than one office, except that the president shall not hold the office of secretary or assistant secretary. Terms of offices shall be one (1) year with the right of an officer to be re-elected. Such officers shall be elected annually after annual appointments or re-appointments to the Board have been completed by the Council. (b) All officers are subject to removal from office at any time by a vote of a majority of the entire Board. (c) A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. Section 3.02. Powers and Duties of the President. The president shall be the presiding officer of the Board, shall preside at all meetings of the Board, and may sign with the secretary in the name of the Corporation, all contracts, conveyances, franchises, bonds, deeds, mortgages, notes and other instruments, which the Board has approved, unless the execution of said document bas been expressly delegated to another officer or agent of the Corporation by resolution, a provision of these bylaws, or statute. Section 3.03. Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 3.04. Secretary. The secretary shall keep the minutes of all meetings of the Board in books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, mortgages, notes and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 3.05. Treasurer. The treasurer shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes, and other obligations in or drawn upon such bank, banks or depositories as shall be designated by the Board consistent with these bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate amounts of all monies received and paid out on account of the Corporation. The treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his/ her duties in such form and amount as the Board or the City Council may require. Section 3.06. Board Positions. The president, the vice president, and the secretary shall be named from among the members of the Board. The Treasurer may, at the option of the Board, be persons other than members of the Board, and may be employees of the City. Section 3.07. Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their official duties as officers. Section 3.08. Economic Development Director. The Economic Development Director shall be a full-time employee of the City and shall be the chief administrative officer of the Corporation, responsible for all daily operations and implementation of Board policies and resolutions. The Economic Development Director shall be appointed and managed by the City Manager. The Economic Development Director shall attend all called Board meetings and perform those duties and functions, as the Board shall prescribe. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.01. General Corporate Duties and Authority. (a) In carrying out its purposes, the Corporation shall be authorized to exercise all rights and powers granted under its Amended Certificate of Formation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof, as well as the purposes set out in the voted proposition. (b) Any and all agreements between the Corporation and other parties shall be authorized, executed, approved, and delivered in accordance with applicable law; provided, that, prior to the authorization or execution of any such agreement a copy thereof shall be provided to the City. (c) Unless otherwise approved by the City Council in accordance with Section 4.05(c) of this Article, all construction and other contracts let or entered into by the Corporation shall be let or entered into in accordance with the laws applicable to the letting or entering into of contracts by the City. Section 4.02. Annual Corporate Budget. (a) At least sixty (60) days prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the City Manager. The budget shall not be effective until the same has been approved by the City Council. (b) The annual budget shall be adopted at the fund level and amendments within the fund can be made and approved by the Economic Development Director. Any amendments that would result in an increase of total adopted expenditures shall be approved by the Board and City Council. Section 4.03. Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) At the direction of the City Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff, and personnel of the City. (c) The Corporation, or the City if the option described in subsection (b) is selected, shall cause its books, records, accounts, and financial statements to be audited at least once each fiscal year by an outside, independent, auditing and accounting firm selected by the City. Such an audit shall be at the expense of the Corporation. Section 4.04 Deposit and Investment of Corporate Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments ("Obligation") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures, or other agreements securing Obligations, all other monies of the Corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The Board shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its treasurer and such other persons as the Board shall designate. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Department of Finance of the City. Section 4.05. Expenditures of Corporate Money. The monies of the Corporation, including sales and use taxes collected by the Corporation, monies derived from rents received from the lease or use of property, the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (a) Expenditures from the proceeds of obligations issued or incurred by the Corporation shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the City Council prior to the execution of loan or financing agreements or the sale and delivery of the Obligations to the purchasers thereof required by Section 6 of this Article; (b) Expenditures that may be made from a fund created with the proceeds of obligations, and expenditures of monies derived from sources other than the proceeds of obligations may be used for the purposes of financing or otherwise providing one or more "Projects," as defined in applicable provisions of the Act, or other authorized purposes of the Corporation. The specific expenditures shall be described in a resolution or order of the Board and shall be made only after approval thereof by the City Council unless such expenditures are set forth in the annual budget required by Section 2 of this Article or in contracts meeting the requirements of Section 1 (d) of this Article. (c) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 4.02 or in contracts meeting the requirements of Section 4.01 (c) of this Article or the City's Financial Policies; provided, however, that any expenditure for Goods or Services costing $50,000 or more shall not be required to be completely bid or otherwise let or governed under Chapter 252 and/or Chapter 271 of the Texas Local Government if such expenditure has received approval of the City Council by duly adopted resolution.. (d) The Corporation may spend no more than ten percent (10%) of the corporate revenues for promotional purposes and may contract with others to carry out programs consistent with the purposes and duties set out in these bylaws and as set out by the Act. Unexpended revenue specifically set aside for promotional purposes in past years may be expended without violating the ten percent (10%) cap. The City Council may oversee expenditures in any manner authorized by the Act. Section 4.06. Fiscal Policy. The Corporation will adhere to the City's Financial Policy to guide the overall financial condition and operations of the Corporation. Section 4.07. Issuance of Obligations. No obligations, including refunding obligations, shall be authorized or sold and delivered by the Corporation unless the City Council shall approve such obligations by action taken no more than 60 (sixty) days prior to the date of delivery of such obligation or refunding obligations. ARTICLEV MISCELLANEOUS PROVISIONS Section 5.01. Principal Office. (a) The principal office and the registered office of the Corporation shall be 120 W. Seventh Street, Anna, TX 75409111 N. Powell Parkway, Anna, TX 75409. (b) The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Act. This registered agent shall be the Director of the CDC. Section 5.02. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.03. Seal. The seal of the Corporation shall be as determined by the Board. Section 5.04. Approval or Advice and Consent of the City Council. To the extent that these bylaws refer to any approval by the City or refer to advice and consent by the City Council, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the City Council. Section 5.05. Services of City Staff and Officers. The Corporation shall have the right to utilize the services of the City Attorney, the City Secretary, and City Manager, provided (i) that the Corporation shall pay reasonable compensation to the City for such services, and (ii) the performance of such service does not materially interfere with the other duties of such personnel of the City. Section 5.06. Indemnification of Directors, Officers, and Employees. (a) As provided in the Act and in the Amended Certificate of Formation, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its officers, and its employees, and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any all liability or expense, including attorneys' fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. (c) The Corporation may purchase and maintain insurance for the Corporation and on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee, agent or similar position, against any liability asserted against him or her or incurred by him or her in such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against that liability under the Business Corporation Act Article 2.02-1. If such insurance is obtained, the insurance may be procured, maintained, or established with an insurer deemed appropriate by the Board of Directors. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance shall be conclusive. Section 5.07. Interpretation of Bylaws. These bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these bylaws to any other person or circumstance shall not be affected thereby. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 6.01. Effective Date. These bylaws shall become effective upon the occurrence of the following events: (a) the approval of these bylaws by the City Council; and (b) the adoption of these bylaws by the Board. Section 6.02 Amendments to Bylaws. These bylaws may be amended at any time and from time to time by majority vote of the Board of Directors with approval of the City Council. These amended bylaws were duly adopted by the Board at a duly noticed public meeting on the ____ day of ____________ , 20254. APPROVED: ATTESTED: __________________________ _____________________________ Bruce Norwood Michelle Hawkins_____________________ President of the CEDC Secretary of the CEDC Item No. 5.e. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on Resolution No. 2025-01-2 approving an amendment to the Economic Development Corporation Bylaws. (EDC) SUMMARY: In the current EDC Bylaws, Section 5.01 Principal Office, the address reference’s the prior address of City Hall, and the Registered Agent needs to be further identified. In addition, the Secretary of the EDC will need to be updated for the signature page. The proposed changes are as follows: Section 5.01 Principal Office • The principal office and the registered office of the Corporation shall be 120 W. Seventh Street, Anna, TX 75409; and • The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Act. This registered agent shall be the Director of the EDC. Once approved, these Amended Bylaws will be sent to and filed with the Secretary of State. STAFF RECOMMENDATION: Staff recommends that the Board approve the amended EDC Bylaws as presented. ATTACHMENTS: 1. 2025-01-2 EDC Resolution - EDC Bylaws Amendment 2. EDC Bylaws Proposed Jan 2025 ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 2025-01-2 A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION AMENDING THE BYLAWS OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION WHEREAS, the Anna Economic Development Corporation (the “EDC”) is authorized to amend its Bylaws under Article VI, Section 6.02 of the Bylaws Anna Economic Development Corporation; and WHEREAS, the Economic Development Corporation (the “EDC”) desires to amend said Bylaws; NOW THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT CORPORATION, THAT: Section 1.Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2.Amendments to the Corporation’s Bylaws The EDC Board of Directors hereby approves amending the Bylaws of the Anna Economic Development Corporation as set forth in Exhibit A, attached hereto, subject to approval by the City of Anna City Council. PASSED AND APPROVED by the Anna Economic Development Corporation this 2nd day of January 2025. APPROVED: _____________________________ EDC President ATTEST: ________________________________ EDC Secretary AMENDED BYLAWS OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION ARTICLE 1 PURPOSE AND POWERS Section 1.01. Purpose. The Anna Economic Development Corporation (the "Corporation") is a public instrumentality and a non-profit corporation created under the Development Corporation Act, codified in Title 12, Subtitle Cl of the Texas Local Government Code (the "Act"), and operating under Chapters 501,502 and 504 of the Act and other applicable law. Section 1.02. Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed as a Type A corporation under the Act and shall have all the powers set forth and conferred in its Amended Certificate of Formation, in the Act, and in other applicable law, subject to the limitations prescribed under applicable law and these bylaws. ARTICLE II BOARD OF DIRECTORS Section 2.01. Powers, Number, and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") and, subject to the restrictions imposed by law; by the Amended Certificate of Formation and by these bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of seven (7) directors, each of whom shall be appointed by the City Council (the "City Council"). At least three (3) members of the Board shall be persons who are not members of the City Council and who are not employees or officers of the City. (c) Directors shall serve staggered two (2) year terms with four (4) pos1t1ons commencing service during odd years and three (3) positions commencing service during even years, effective July 1, or until a successor(s) is(are) appointed by the City Council. (d) Any director may be removed from office by the City Council at any time without cause. (e) Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the City Manager, Economic Development Director, and/or City Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. (f) Any vacancy occurring on the Board through death, resignation or otherwise shall be filled by appointment by the City Council and the director appointed to fill any such vacancy shall serve the remainder of the unexpired term. Section 2.02. Meetings of Directors. The directors may hold their meetings at such place or places as the Board and/or the Economic Development Director determines; provided, however, in the absence of any such determination by the Board and/or the Economic Development Director, the meetings shall be held at the principal office of the Corporation as specified in Article V of these bylaws. Section 2.03. Notice of Meetings to Directors. Regular meetings of the Board shall be held without the necessity of notice to directors at such time and places as shall be designated from time to time by the Board. Special meetings of the Board shall be held whenever called by the president, by a majority of the directors, by the City Manager, or by a majority of the City Council. Section 2.04 Board Attendance. A director who is absent from three consecutive regular meetings, or 25% of regularly scheduled meetings during the 12-month period immediately preceding and including the absence in question, without explanation acceptable to a majority of the other members, must forfeit his or her position on the board. Section 2.05. Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code, as amended. Section 2.06. Quorum. A majority of the entire membership of the Board of Directors shall constitute a quorum for the conduct of the official business of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law. Section 2.07. Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside; provided that in the absence of the President, the Vice President shall preside; and further provided that in the absence of the President and Vice President, the directors present at the meeting may appoint a director to preside at such meeting. (c) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 2.08. Committees of the Board. The Board may designate two (2) or more directors to constitute an official committee of the Board to exercise such authority of the Board as may be specified by Board resolution. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. Section 2.09. Compensation of the Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their official duties as directors. Section 2.10. Ethics; Conflict of Interest. Directors shall strictly adhere to the Anna Code of Ethics, as adopted and as may be amended by the City Council (the "Ethics Code"). In the event that a director is aware that he/she has a conflict of interest under applicable law or Ethics Code, with regard to any particular matter or vote coming before the Board, th.e director shall bring the same to the attention of the Board and shall abstain from discussion and voting thereon. Any director shall bring to the attention of the Board any apparent conflict of interest or potential conflict of interest of any other director, in which case the Board shall determine whether a true conflict of interest exists before any further discussion or vote shall be conducted regarding that particular matter. The director about whom a conflict of interest question has been raised shall refrain from voting with regard to the determination as to whether a true conflict exists. Section 2.11. Ex-Officio Members. The Mayor and City Manager or their respective designees, and any City Council member or other appropriate person or entity designated by the Board may attend all meetings of the Board or committees, including but not limited to executive or closed meetings, but shall not have the power to vote in the meetings unless such Council member is also a member of the Board. Their attendance shall be for the purpose of insuring that information about the meetings is accurately recorded and communicated to the City Council as may be appropriate and necessary. ARTICLE III OFFICERS Section 3.01. Titles and Terms of Office. (a) The officers of the Corporation shall be a president, a vice president, a secretary, and a treasurer, and such other officers as the board may from time to time elect or appoint. One person may hold more than one office, except that the president shall not hold the office of secretary or assistant secretary. Terms of offices shall be one (1) year with the right of an officer to be re-elected. Such officers shall be elected annually after annual appointments or reappointments to the Board have been completed by the Council. (b) All officers are subject to removal from office at any time by a vote of a majority of the entire Board. (c) A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. Section 3.02. Powers and Duties of the President. The president shall be the presiding officer of the Board, shall preside at all meetings of the Board, and may sign with the secretary in the name of the Corporation, all contracts, conveyances, franchises, bonds, deeds, mortgages, notes and other instruments, which the Board has approved, unless the execution of said document bas been expressly delegated to another officer or agent of the Corporation by resolution, a provision of these bylaws, or statute. Section 3.03. Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 3.04. Secretary. The secretary shall keep the minutes of all meetings of the Board in books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, mortgages, notes and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 3.05. Treasurer. The treasurer shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes and other obligations in or drawn upon such bank, banks or depositories as shall be designated by the Board consistent with these bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate amounts of all monies received and paid out on account of the Corporation. The treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his/ her duties in such form and amount as the Board or the City Council may require. Section 3.06. Board Positions. The president, the vice president, and the secretary shall be named from among the members of the Board. The Treasurer may, at the option of the Board, be persons other than members of the Board, and may be employees of the City. Section 3.07. Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their official duties as officers. Section 3.08. Economic Development Director. The Economic Development Director shall be a full-time employee of the City and shall be the chief administrative officer of the Corporation, responsible for all daily operations and implementation of Board policies and resolutions. The Economic Development Director shall be appointed and managed by the City Manager. The Economic Development Director shall attend all called Board meetings and perform those duties and functions, as the Board shall prescribe. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.01. General Corporate Duties and Authority. (a) In carrying out its purposes, the Corporation shall be authorized to exercise all rights and powers granted under its Amended Certificate of Formation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof, as well as the purposes set out in the voted proposition. (b) Any and all agreements between the Corporation and other parties shall be authorized, executed, approved, and delivered in accordance with applicable law; provided, that, prior to the authorization or execution of any such agreement a copy thereof shall be provided to the City. (c) Unless otherwise approved by the City Council in accordance with Section 4.05(c) of this Article, all construction and other contracts let or entered into by the Corporation shall be let or entered into in accordance with the laws applicable to the letting or entering into of contracts by the City. Section 4.02. Annual Corporate Budget. (a) At least sixty (60) days prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the City Manager. The budget shall not be effective until the same has been approved by the City Council. (b) The annual budget shall be adopted at the fund level and amendments within the fund can be made and approved by the Economic Development Director. Any amendments that would result in an increase of total adopted expenditures shall be approved by the Board and City Council. Section 4.03. Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) At the direction of the City Council, the books, records, accounts and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff, and personnel of the City. (c) The Corporation, or the City if the option described in subsection (b) is selected, shall cause its books, records, accounts, and financial statements to be audited at least once each fiscal year by an outside, independent, auditing and accounting firm selected by the City. Such audit shall be at the expense of the Corporation. Section 4.04 Deposit and Investment of Corporate Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments ("Obligation") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures, or other agreements securing Obligations, all other monies of the Corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The Board shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its treasurer and such other persons as the Board shall designate. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Department of Finance of the City. Section 4.05. Expenditures of Corporate Money. The monies of the Corporation, including sales and use taxes collected by the Corporation, monies derived from rents received from the lease or use of property, the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (a) Expenditures from the proceeds of obligations issued or incurred by the Corporation shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the City Council prior to the execution of loan or financing agreements or the sale and delivery of the Obligations to the purchasers thereof required by Section 6 of this Article; (b) Expenditures that may be made from a fund created with the proceeds of obligations, and expenditures of monies derived from sources other than the proceeds of obligations may be used for the purposes of financing or otherwise providing one or more "Projects," as defined in applicable provisions of the Act, or other authorized purposes of the Corporation. The specific expenditures shall be described in a resolution or order of the Board and shall be made only after approval thereof by the City Council unless such expenditures are set forth in the annual budget required by Section 2 of this Article or in contracts meeting the requirements of Section 1 (d) of this Article; (c) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 4.02 or in contracts meeting the requirements of Section 4.01 (c) of this Article or the City's Financial Policies; provided, however, that any expenditure for Goods or Services costing $50,000 or more shall not be required to be completely bid or otherwise let or governed under Chapter 252 and/or Chapter 271 of the Texas Local Government if such expenditure has received approval of the City Council by duly adopted resolution.. (d) The Corporation may spend no more than ten percent (10%) of the corporate revenues for promotional purposes and may contract with others to carry out programs consistent with the purposes and duties set out in these bylaws and as set out by the Act. Unexpended revenue specifically set aside for promotional purposes in past years may be expended without violating the ten percent (10%) cap. The City Council may oversee expenditures in any manner authorized by the Act. Section 4.06. Fiscal Policy. The Corporation will adhere to the City's Financial Policy to guide the overall financial condition and operations of the Corporation. Section 4.07. Issuance of Obligations. No obligations, including refunding obligations, shall be authorized or sold and delivered by the Corporation unless the City Council shall approve such obligations by action taken no more than 60 (sixty) days prior to the date of delivery of such obligation or refunding obligations. ARTICLEV MISCELLANEOUS PROVISIONS Section 5.01. Principal Office. (a) The principal office and the registered office of the Corporation shall be 120 W. Seventh Street, Anna, TX 75409 111 N. Powell Parkway, Anna, TX 75409. (b) The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Act.Act. This registered agent shall be the Director of the EDC. Section 5.02. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.03. Seal. The seal of the Corporation shall be as determined by the Board. Section 5.04. Approval or Advice and Consent of the City Council. To the extent that these bylaws refer to any approval by the City or refer to advice and consent by the City Council, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the City Council. Section 5.05. Services of City Staff and Officers. The Corporation shall have the right to utilize the services of the City Attorney, the City Secretary, and City Manager, provided (i) that the Corporation shall pay reasonable compensation to the City for such services, and (ii) the performance of such service does not materially interfere with the other duties of such personnel of the City. Section 5.06. Indemnification of Directors, Officers and Employees. (a) As provided in the Act and in the Amended Certificate of Formation, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its officers, and its employees, and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any all liability or expense, including attorneys' fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. (c) The Corporation may purchase and maintain insurance for the Corporation and on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee, agent or similar position, against any liability asserted against him or her or incurred by him or her in such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against that liability under the Business Corporation Act Article 2.02-1. If such insurance is obtained, the insurance may be procured, maintained or established with an insurer deemed appropriate by the Board of Directors. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance shall be conclusive. Section 5.07. Interpretation of Bylaws. These bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these bylaws to any other person or circumstance shall not be affected thereby. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 6.01. Effective Date. These bylaws shall become effective upon the occurrence of the following events: (a) the approval of these bylaws by the City Council; and (b) the adoption of these bylaws by the Board. Section 6.02 Amendments to Bylaws. These bylaws may be amended at any time and from time to time by majority vote of the Board of Directors with approval of the City Council. These amended bylaws were duly adopted by the Board at a duly noticed public meeting on the ____ day of ____________ , 20254. APPROVED: ATTESTED: __________________________ _____________________________ Bruce Norwood Michelle Hawkins________________________ President of the EDC Secretary of the EDC Item No. 5.f. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on a recommendation to cancel the February 6, 2025, CDC/EDC Joint Board Meeting. SUMMARY: The February CDC/EDC Joint Meeting is currently scheduled for Thursday, February 6th. Staff is suggesting that the meeting be moved to Thursday, February 13th due to some scheduling conflicts. STAFF RECOMMENDATION: Staff recommends the Board make a motion to cancel the February 6, 2025, CDC/EDC Joint Board Meeting. ATTACHMENTS: Item No. 5.g. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Consider/Discuss/Action on a recommendation to conduct the February CDC/EDC Joint Board Meeting on February 13, 2025, at 6:00 p.m. in Council Chambers of the Municipal Complex located at 120 W. 7th Street. SUMMARY: Staff would like the Board to look at their calendars for the possibility of conducting the February meeting on February 13, 2025. STAFF RECOMMENDATION: Staff recommends the Board make a motion to conduct the February CDC/EDC Joint Board Meeting on February 13, 2025, at 6:00 p.m. in Council Chambers at the Municipal Complex located at 120 W. 7th Street. ATTACHMENTS: Item No. 5.h. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Receive a presentation from EDC staff on the 2025 Business Retention & Expansion Program. SUMMARY: A Business Retention & Expansion Program plays an important role in an Economic Development Corporation. This program is designed for the EDC to proactively connect and build strong relationships with current businesses within the community, understand their needs, address any concerns they might have, support their efforts, and to encourage them to remain and expand within Anna. To promote our BRE initiatives, we will 🔹 Partner with SBDC and Workforce Solutions to host workshops as needed 🔹 Highlight local businesses on social media and in our monthly newsletter 🔹 Partner with businesses to utilize our Bludot Community Platform 🔹 Assist small businesses with hiring needs 🔹 Regularly attend the Chamber's Coffee & Connection Thursday events 🔹 Promote EDC Monthly Newsletter 🔹 Feature specific business visits/contacts in monthly Strategic Report to CDC/EDC Board 🔹 Provide monthly emails on business related topics To prepare for our January kickoff, we have been notifying our businesses during BRE in-person visits as well as posts on Instagram. The first step in this process is to get our businesses to utilize the Bludot software to update their business information. This in turn will allow them to be populated on the website. Our goal is to get them familiar with using Bludot as a resource for not only communication, but as a marketing option. Staff has set goals for bi-weekly site visits, utilization of Bludot for follow-up touches and communication, monthly business topic related emails, and attending networking events that engage our business community. STAFF RECOMMENDATION: N/A ATTACHMENTS: 1. Business Retention & Expansion Program Business Retention & Expansion Program Business Retention & Expansion (BR&E) is an economic development strategy of proactively connecting with existing businesses to understand and respond to local business needs. Special attention is given to small businesses employing between 10 to 100 employees. The purpose of the Business Retention & Expansion Program is to encourage existing businesses to remain and expand in Anna, thereby creating new jobs and new taxable revenue for the city. The BR&E program is an ongoing and critical process as it allows the city to develop strong relationships with the business community and hear ways that the city can support their efforts and address any issues or concerns. What is Business Retention & Expansion www.opportunityannatx.com BRE Program Objectives Develop partnerships with community stakeholders to formulate a robust BRE Program to visit retail, restaurants, and other commercial businesses in Anna throughout the year. Ensure all business contact information is up to date in our Bludot Community Platform. Inform businesses of local, regional, state, and federal resources available. Provide monthly emails on business related topics. Partner with Anna Career and Technical Education Center to host 1-2 hiring events per year for students. Partner with Workforce Solutions McKinney to host small business Resource Day. BRE Program Strategy Act as a liaison to business owners and remove or mitigate local obstacles that would prompt relocation. Develop contingency plans to respond to company closings and economic changes. Maintain confidentiality during meetings, visits , survey responses and calls. BRE Primary Goals Utiliz e curr en t l i st of Anna b u sin esses and c ontact e ach b u sin ess t hroug h “touches ” (p hone, e m a i l, or ph ys i c al v i sits) Start with Top 10 Employers and Top 10 Sales Tax Generators Work with EDC staff to identify businesses in Anna that want to expand Biweekly Action via phone, email or visit Verify contact information and maintain Bludot database During touches, identify concerns or red flags Share Anna resources (Downtown or City-sponsored events, Incentives) Serve as liaison between City of Anna and Business Community Promote upcoming Economic Development events Respond and follow-up after each contact to ensure issues are addressed BRE Primary Goals Promote BRE Initiatives Partner with SBDC and Workforce Solutions to host workshops as needed Highlight local businesses on social media and in monthly newsletter Partner with businesses to utilize our Bludot Community Platform Assist small businesses with hiring needs Regularly attend Chamber’s Coffee & Connection Thursday events Promote EDC Monthly Newsletter Feature specific business visits or contacts in monthly Strategic Report to CDC/ EDC Board www.opportunityannatx.com Customer service trends and techniques Developing/updating business plans Accounting and record keeping Compliance with local, state, and federal regulations E-commerce strategy and training Management and training Improving advertising and promotion Available Grant Program Information Workforce training OSHA and safety knowledge Childcare programs Teacher Shadow Program Monthly Business Related Topics Emailed to you the 15th of every month! Emailed to you the 15th of every month! BRE Workshops & Seminars BRE Incentives BRE Resources The Anna EDC staff can provide information detailing the incentives available to eligible expanding or relocating companies in Anna. Local Incentives Tax Increment Financing Façade Improvement Grant Property Tax Abatements Property Tax Rebates Downtown Facade Grant Performance Based Incentives Triple Freeport Exemption Infrastructure Assistance Job Grants Fee Waivers/Reductions Texas Workforce Solutions : dfwjobs.com Collin Small Business Development Center : collinsbdc.com Governor’s Small Business Resource Portal : gov.texas.gov/business/page/small-business-portal Texas Workforce Commission Assistance Programs : twc.texas.gov/agency/economic-development www.opportunityannatx.com Item No. 5.i. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Receive a presentation from Economic Development Manager, Salena Tittle, regarding the City of Anna participation and recognition in the Brew City, TX Program. SUMMARY: Economic Development Manager, Salena Tittle, will provide the Board with a presentation explaining the City of Anna's participation and acceptance into the Brew City, TX Program. On behalf of the City of Anna, the EDC worked with the Texas Craft Brewers Guild to become a member of the Brew City, TX Program. This is a program designed to showcase the best of Texas craft beer and enhance economic opportunities for local businesses. The EDC is committed and dedicated to fostering economic growth, entrepreneurial opportunities, promoting craft beer tourism, and fostering economic growth for local hospitality and manufacturing businesses. STAFF RECOMMENDATION: N/A ATTACHMENTS: 1. Anna Brew City Photo Item No. 6. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Director's Report. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Item No. 6.a. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Strategic Plan Update SUMMARY: Bernie Parker, Director of Economic Development, to give a brief overview of what staff has been working on and future initiatives. STAFF RECOMMENDATION: N/A ATTACHMENTS: 1. December 2024 Strategic Plan Update Economic Development Strategic Plan Highlights December 2024 Director of Economic Development, Bernie Parker, and Assistant Director, Natasha Roach, had the pleasure of meeting with Representative Jeff Leach and his staff. EDC staff has continued to work with Toole Design on the Downtown Interurban Pedestrian Only Thoroughfare Project. Assistant Director of Economic Development, Natasha Roach, has continued to work on updates to the EDC webpage and create new designs to enhance the look and feel. EDC staff attended the mandatory Boards & Commission Orientation & Training. Economic Development Manager, Salena Tittle, attended the Holiday Hangout hosted by Promolab and Pack Spirit. Measureables December 2024 New Newsle t t er Subscri bers : 3 (2 ,155 to t al) New LinkedI n Fo l lower s : 103 (1,639 to t al) Busine s s R etention Expa n s io n Co ntac t s: 6 Real Estate Bro ker / Dev elo per Me etings : 8 Co nstr u cti on / Arc h itectura l Meeti ng s: 3 New In sta gra m Follow ers: 12 (23 to t al) Item No. 6.b. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Financial Report / Sales Tax Update SUMMARY: Bernie Parker, Director of Economic Development, to advise the Board on the overall sales tax for the month of October 2024, which is up roughly 19.0% from the previous year, October 2023. STAFF RECOMMENDATION: N/A ATTACHMENTS: 1. 2024 Monthly Sales Tax Report % Change 2024-25 Collections from 2023-24 Collections Monthly Prior Year Monthly October 780,090$ 19.0% 655,358$ November 695,026 December 768,837 January 566,981 February 621,381 March 723,838 April 647,636 May 699,251 June 835,007 July 785,388 August 818,441 September 794,437 780,090$ 8,611,581$ Budget: 6,753,000 11.6% 6,753,100 CITY OF ANNA Schedule of Sales Tax Collections For the month October 31, 2024 $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 Monthly Sales Tax Collections: 3 Year Comparison FY2022-23 FY2023-24 FY2024-25 Item No. 6.c. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Event Updates & Upcoming Events SUMMARY: 2025 ICSC Red River: This year's ICSC Red River will take place January 29th through January 31st at the Kay Bailey Hutchison Convention Center in Dallas. ICSC is an annual event which brings Economic Development Corporations and Commercial Businesses & Developers together to create connections and opportunities to grow thriving communities with retail additions. Recruitment Brochure: The 2025 "Groundbreaking Possibilities" Recruitment Brochure is here! This recruitment brochure is used to highlight Anna's location within the metroplex, fast-growing population, and trade area data, all of which is key information when speaking with interested retailers and developers. Boards & Commission Recognition: On January 28th, the City Council and city staff will recognize our Boards & Commission members for their dedication to serve. Recognition will be for departing members and those that have been newly appointed. Recognition will be held during the Council Meeting and the reception will be held in the front lobby. Training Requirements: Online training provided by the Texas Attorney General is required to be completed within 90 days of appointment. Certificates of completion will be received and shall be emailed to the City Secretary's Office within the 90-day timeframe. • Texas Open Meetings Act (TOMA) - Members of a governmental body subject to the Texas Open Meetings Act (TOMA) are required to participate in education training sessions pursuant to Section 551.005 of the Texas Government Code. The training requirement applies to all elected or appointed officials who participate in meetings subject to the TOMA. • Public Information Act (TPIA) - Texas Government Code Section 552.012 requires elected or appointed public officials to complete an open records training course. Headshots & Group Photo: At our February Board Meeting, staff has set up a photographer to come and take a CDC / EDC Board group photo and headshots. These photos will be taken before the start of the meeting that evening during the 5:00 p.m. - 6:00 p.m. time frame. Please be sure to dress in Business Professional attire. Men: coat and tie Women: dress or pant suit. 2025 Greater Anna Chamber of Commerce Awards Dinner & Banquet: The Greater Anna Chamber of Commerce will be hosting this year's awards banquet on Saturday, March 1st, and it will be Mardi Gras themed. STAFF RECOMMENDATION: N/A ATTACHMENTS: 1. 2025 EDC Marketing Map Brochure 75 75 5 121 DFW INTERNATIONALAIRPORT DALLAS LOVE FIELD AIRPORT Sherman McKinney Frisco Plano 82 82 10 mi20 mi30 mi ANNA 380 DALLAS Perfectly situated between 4 major highways For more information, visit opportunityannatx.com 4th4th Fastest Growing City in the Nation! Only 45 minutes from downtown Dallas Groundbreaking Possibilities= Retail/Commercial DevelopmentBY THE NUMBERS ANNA TRADE AREA DATA DEMOGRAPHICS POPULATION $100 +51% per of valuation by Industry Median Household Income 27,500 86,252 Retail Trade Area 2029 Retail Trade Area 2025 City of Anna 2025 106,693 $95,752 Median Home Value $425,419 Median Age 37.19 8.25%6.25% State of Texas .75% Anna CDC 1.25% City of Anna TAX STRUCTURE SALES TAX RATE = COMMERCIAL MARKET VALUE ECONOMIC DEVELOPMENT STAFF BERNIE PARKER 214-831-5394 bernie@opportunityannatx.com NATASHA ROACH 214-831-5321 natasha@opportunityannatx.com SALENA TITTLE 214-831-5364 salena@opportunityannatx.com TOTALEMPLOYMENT EDUCATIONAL ATTAINMENT 0.081 Collin County Community College Total Sales Tax Rate 0.149 Collin County 0.510 City of Anna Anna ISD 1.257 2024 Certiﬁed Tax Roll - $941,103,375 vs. 2019 - $623,178,428 Source: ESR 25%Average increasein sales tax overthe previous year. $ 28,418 Total Households 43.4% Services 9.7% Finance, Insurance, Real Estate 9.34% Construction 9.3% Retail Trade 2.8% Manufacturing 2.3% Transportation, Utilities Bachelors/Professional Some College/Associates High School/GED 36.15% 30.47% 25.11% 43.4% 9.7% 9.34% 9.3% 2.8% 2.3% Item No. 7. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Closed Session. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Item No. 7.a. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov’t Code §551.072) possible property acquisition; possible land sale/purchase. SUMMARY: Closed session deliberation. STAFF RECOMMENDATION: N/A ATTACHMENTS: Item No. 7.b. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: 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); Grant program; Lease agreement and professional services contract. Pending Contracts. SUMMARY: Closed session deliberation. STAFF RECOMMENDATION: N/A ATTACHMENTS: Item No. 7.c. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: 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); potential retail and medical projects. SUMMARY: Closed session deliberation. STAFF RECOMMENDATION: N/A ATTACHMENTS: Item No. 8. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Reconvene into open session and take any action on closed session items. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Item No. 10. EDC/CDC Agenda Staff Report Meeting Date: 1/2/2025 Staff Contact: AGENDA ITEM: Adjourn. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: