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HomeMy WebLinkAboutRes 2025-02-1733 Anna Community Development Corporation Amended BylawsCITY OF ANNA RESOLUTION NO.20Z5-®za 1`7.33, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, APPROVING THE ANNA COMMUNITY DEVELOPMENT CORPORATION AMENDED BYLAWS AS APPROVED AND ADOPTED BY THE ANNA COMMUNITY DEVELOPMENT CORPORATION ON JANUARY 2, 2025 WHEREAS, the City Council of the City of Anna, Texas ("the City Council") recognizes that on January 2, 2025, the Anna Community Development Corporation ("CDC") passed a resolution adopting amendments to the Anna Community Development Corporation Bylaws, and WHEREAS, the City Council has determined that said Bylaws should be approved; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. CDC Amended Bylaws Approved The City Council hereby approves the Anna Community Development Corporation Bylaws as amended by the CDC on January 2, 2025, and as attached hereto as Exhibit A. PASSED by the City Council of the City of Anna, Texas, on this 25th day of February 2025. APPROVED: ATTEST: 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 fiilfillment 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 11 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) posltlons 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 till 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, field, 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. COm..nens ntion _o.f__.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-nfficio_ 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 steal I 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. (e) 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 Authori_n,. yn) 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. 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 Budeet. { i) 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. (h) 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 Corr)orate Funds. O 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. a)) 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 Rinds 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 Monet'.. The monies of the Corporation, including sales and use taxes collected by the Corporation, The derived frorn 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. (e) 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. 'rhe City Council may oversee expenditures in any manner authorized by the Act. Section 4.06. Fiscal .Yolicv.. The Corporation will adhere to the City's Financial Policy to guide the overall financial condition and operations of the Corporation. Section 4.07. Issuance of Obligations, No obligations, including refunding obligations, shall be authorized or sold and delivered by the Corporation unless the City Council shall approve such obligations by action taken no more than 60 (sixty) days prior to the date of delivery of such obligation or refunding obligations. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.01. Principal Office. (a) The principal office and the registered office of the Corporation shall be 120 W. Seventh Street, 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., 'ho 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 Gi_ty 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 Dircctors,�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 Bvlaws. 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. ese amended bylaws were duly adopted by the Board at a duly noticed public meeting on the :�'+ day of . C IVLAA � , 2025. APPROVED: Bruce N rwood President of the CDC ATTESTED: Secretary of the CDC