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HomeMy WebLinkAboutRes 2005-05-04 Amending EDC BylawsCITY OF ANNA, TEXAS RESOLUTION NO.2005-05-04 A RESOLUTION APPROVING REVISIONS TO- THE BYLAWS OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION BY SETTING TERMS OF OFFICE FOR BOARD MEMBERS AND PRESCRIBING THAT BOARD MEMBERS SHALL BE RESIDENTS OF THE CITY OF ANNA, TEXAS WHEREAS, the Bylaws of the Anna Economic Development Corporation do not, clearly define the start and end dates of terms of office; and WHEREAS, the Anna City Charter requires that all members of boards and commissions of the City be residents of the City of Anna; now therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA THAT Section I. Section 1(c) of the Bylaws of the Anna Economic Development Corporation shall be revised to read as follows: (c) The directors constituting the first Board shall be those directors named in the Articles of Incorporation. Two (2) members of the first Board shall serve terms of one (1) year, one of these members being the director from the City Council. Three (3) members shall serve terms of two (2) years. The respective terms of the initial Board shall be determined by drawing for Places 1-5. Thereafter each successor member of the Board shall be appointed and shall serve for two (2) years or until his or her successor is appointed as herein provided; except that a position held by a board member who also serves on the City Council shall automatically be vacated if the person holding the position is no longer a member of the council. Appointments to Places 1, 3, and 5 shall be made in odd numbered years; appointment to Places 2 and 4 shall be made in even numbered years. Appointments are to be effective as of October 1 of the year in which the appointment is to be made, except that appointments made to fill a vacancy are effective immediately upon appointment by the City Council. No member of the Board shall serve more than two (2) consecutive terms, regardless of the length of term. Members of the Board must be qualified voters in the City, except that persons holding appointive positions as of May 17, 2005, may continue to fill their positions for the term for which they were appointed, unless removed by the City Council under terms provided in these Bylaws or the Anna City Charter. PASSED by the following vote of all members of the City Council .as present on this the 24th day of May, 2005. AYES NAYS ABSTENTIONS ATTEST: APPROVED: f' 1 r� RES 2005-05-04 Amend EDC ByLaws.doc Page 1.of1 05-24-2005 . •.' ' . JBI -A 1 OF.. THE4 CONO C DE + L0P � i -t �: . • � .P�RATIO These laws(referred'. to as the . laws" overn the off �' ."Bylaws") g airs of Econ omic Development Corporation, a public instrumentalityand a non- rofi� co oration • p � (heremaner referred to as the "Corporation") create,d under Section 4A of the Develen# Corporation Act of • 1979, Article 5190.E of the Revised * Civil Statutes of Tejas(hereinafter referred. to as the "Act!). ARTICLE L PURPOSE AND POWERS Section 1. Purpose, The Corporation is incorporated for the purposes set forth in Article IV of its Articles of Incorporation, the same to be accomplished on behalf of the City of if he( ,Texas (the "City") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, as amended, Article 5190.6, Tex. Rev. Civ. Stat Ann., as amended (the "Act"), and other applicable laws. Section 2. Powers. In the fulfilment of its corporation purpose, the Corporation shall be governed by Section 4A of the Act, and shall have all of the powers sit forth and conferred in its Articles of Incorporation, in the Act, and ' in other applicable law, subject to the Limitations prescdbed thereof and hereof. ARTICLE H. BOARD OF DIRECTORS Section 1. Powers, Number and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") and, subject to the restrictions imposed by law, by the Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of eve (5) directors, each of whom shall be appointed by and serve at- the pleasure of the City Council (the "CouncT) of the City. As a general guideline the directors should be representative of the following: (i) one director from the City Council; (fi) (c) The directors constituting the furst Board shall be those directors named in the Articles of Jucrporation, Two (2) members of the first Board shall serve terms of on a. ' aIi serve terms of 'rf&w C�j years � - ,; _ The respective terms of the initial Board shall be determiners by BYLAWS Pam 1 . drawn eacli suc �sso n�enaber of the Board• shy be a- gated a rt;: .here;��e It o ., � pp � shah_ . t.; serve for two(2)ears or unto his or her successor is an of teri as p p herein.ov�tded: e�. p terms are to be staggered. No. member*: of the Board 'she serve more. than two ' consecutive terms, regardless of the length of• term. . Any director ma be removed from office b the.. Council at w:ill: Section 2, Meetings of Directors. The directors' ma hold their meetings at such � g ch. place or places in • the City as the Board may from time to e determine; rovide • . however, in the absence of any such determination by the Board, the meetin s shan be held. at the principal office of the Corporation s City Hall) as specified, in Article V of these Bylaws. Section 3. Notice of Meetings. (a) Regular monthly meetings of the Board shall -be held with the necessity of written notice to the Directors at such times and places as shall be designated from time to time by the Board. Special Meetings of the Board shall be held whenever called by the president, by the secretary, by a majority of the directors, by the Mayor .of the City, or by a majority of the Council. Nothing contained in this Section 3 shall vitiate the notice requirements contained in Section 6 hereafter.. (b) The secretary shall give notice to each director of each meeting in person or by mail, telephone or facsimile, at least seventy-two (72) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a meeting. te�t�i�app�Ie (c) Whenever any notice is required to be given to the Board, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed, postpaid wrapper addressed to the person entitled thereto at his or her post office address as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mag. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except. where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. �Twwr-4-hAS Mea�. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 4. Vacancies. Any vacancy o=jam m the Board of Directors. wM. be wed by a point�nent of the - qity :CouncilP.. Section 5. Board Attendance. Unless special, consideration. is. granted by the Board to accommodate Directors.' who are. temporarily inactive. for good cause, the City Council shah be . advised of and may remove any Director who. is • absent f coin three. (3) consecutive regular or special meetings of • the Boar& Section 6. Open Meetings Act. All. meetings g and dehlberations of the Boards sh sIl. be caned; - convened, held and -conducted, and notice shall be given to- the public, in accordance with the Texas Open Meetings Act, Chapter 551, Texas Government Code, Section. 7. Quorum. A majority of the entire membership of the Board constitutes a quorum for the conduct of the official business of the Corporation. The - act of a majority of the directors present at• a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act..of eater number is r uir d rp , ._oa greater eq a by law or these Bylaws. Section S. Conduct of Business. (a) At the meetings of the Board, matters pe ' g to the business of the Corporation shall be considered in accordance with rules of procedure as from brae to tune prescribed by the Board. (b) At all meetings of the Board, the president shall preside and, in the absence of the president, the vice president shall exercise the P powers of the resident. P (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 an person to PP Y act as secretary of the meeting. Section 9. Committees of the Board. There may be standing committees of the Board as the Board from tYme to time create. Each such committee shall be composed of no more than two (2) Directors and such other persons as may be chosen by the Board for their applicable abilities and experience. The Board may dele ate to an such authority as � Y � the Board deems necessary or desirable, provided that such delegation is eci`ed in written resolution duly adopted by the Board. Anything to the contrary contained herein notwithstanding, all final, official actions of the Corporration inay be exeTmsed only by the Board. Each committee so designated shall keep regular minutes of the transactions of its. purpose p meetings and shall cause such minutes to be recorded in books kept for that u in the . prnncipal office of the Corporation. Section 10. Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be rehnbursed for their actual eases incurred m the erforraance of their duties hereunder.10. p es her &eetlon 11, -O era Meyers.. The City ust' A n �rata�- a his esiee may..Attend* all meetings of the Board of Directors or Ces, including executive,Private or p ublio: The representative shall not have • the power 'to vote .M the meetin gs �i�euded; �towever said. . representative* shall have the rit to .fie part..in any discussion'. ARTICLE M. 0-F,FiCERS Section is Titles and Terns of QMce. (a) The officers of the Corporation shall he a president, a vice president; a . secretary, a treasurer, and such other officers as the Board may from time to tine elect or appoint One person may hold more than one office, except that the president shall not hold the office of secretary. Terms of office shall be one (1) year with the right of an, Officer to be reelected. (b) All officers shall be subject to- removal from office at any time by a vote of a majority of the entire Board. (c) A vacancy in the office of any officer shall be filled by a vote of a majorify of the directors. Section 2. Powers and Duties of the President The president shall be the chief executive officer of the Corporation and, subject to the paramount authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, shall preside at all meetings of the Board, and may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. Section 3. Vice President The vice president shall have such powers and duties as may be prescnbed 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 duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 4. Treasurer. The treasurer shall have the responsibility to monitor the handling, custody and security of all funds and securities of the Corporation in accordanc,e 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 A_ upon such bank or 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 accounis 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 faithfll discharg ofhis duties in. such -form and amount -as. the Board - or the Count. Ana' require: . Section 5o Secretary. The: secreta'y shall keep the minutes' of allmeetings of the a. Board in books provided for that purpose, shall file * a copy of all minutes at. City mall,- shall.. give and serve all notices,- may sign wit.4 the president.. in the name of the Corporatigi4 and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, -deeds, assigmnents, mortgages, notes and other instru meiits, except the papers as the Board may' direct, all of which shall _be at- all reasonable tames be open to public upon,. on application at the -office of the Corporation during regular business hours, and shall M. general perform all duties incident to the office of secrets subjeci to the controlof rythe . Board. Section 6. Personnel. The president, vice president and secretary shall be named from among the members of the Board. The treasurer and any assistant secretaries ins, Y at the option of the Board, be persons other than members of the Board, Section 7. 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 duties hereunder. Other officers may be compensated as directed by the Board. ARTICLE Iv. FUNCTIONAL CORPORATE DiJT.IES AND REQUIREMENTS Section I. General Development Plan. (a) The Board shall research, develop, prepare, and submit to the Council for its approval, an economic development plan for the City, which shall include proposed methods • p p and the expected costs. of implementation. The plan shall include both short and long terra goals for the economic development of the City, proposed methods for the elimination of unemployment and underemployment, the promotion of employment, a through the anion g � and development of a sound industrial, manufacturingand retail base within the City,* ty (b) The Board shall review and update the annual work lan each year rior-to .. P Y p submission of the annual budget required by other provisions of these Bylaws. . Y Section 2. Annual Corporation Budget. At least(60)�y days prior to the commencement of each fiscal year of the Corporation, the Board shah 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 rescn*bed from time to trsne by the City Administrator. • for inclusion with the annual budget and . g _ . submitted to the Council. The budget shall not be effective unto the same has been c :: approved by the Counal . Al : Section 310 Books; Records, • Audits.. (a) The Corporation shall keep and properly -maintain, m accordance with generally accepted accounting prigciples, complete books, records, • accounts, and ' financial . s�.ate�aents pe g to its carpoirate funds, activities and affairs, (b) At the direction of the Council, the -books, records,. accounts and financial. statements of the Corporation may be main taii ed"f or the Corporation b the City, In such. rp y ty. event, the Corporation shah pay to the City reasonable compensation for such services, (c) The Corporation, or the Cityif the Lion descried in subsection 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. Audit copies are to be filed with the City. (d) All books, records, accounts, and financial statements shall be kept and administered in accordance with the Texas Public Information Act, Chapter 552, Texas Government Code. Any member of the City Council, i Mayor, Director or Officer of the Corporation may inspect and receive copies of all books and records of the Corporation. Section 4. Deposit and Investment of Corporate Finds. (a) All proceeds from the Dance of bonds, notes or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture or other documents authorizing or relating to their issuance. (b) All other monies of the Corporation shall be handled pursuant to the guidelines established in the City Investment Policy and shall be deposited, secured andVor invested in the planner 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 the City Administrator and such other persons as the Board shall designate. The accounts, reconciliation and investment of such funds and accounts will be performed by the Finance Department of the City. The Corporation shall pay reasonable compensation for such services to the City. Section S. Expenditures of Corporate Money. rP � (a) The monies of the Corpg oration, including sales and use taxes collected pursuant to Section 4A of the Act, monies derived from the repayment of Loans,- rents received from the lease or use of property, the proceeds from the investment of funds of the Co rporation, the proceeds from the sale of roe , and the proceeds derived from the ,.:: P � p P �Y P - sale �bli ao may bey ended b the C oration for an of the u . g.p�oses: authored b the..c sub'ct•to th following- nations: (i). Expenditures from the pripceeds of Obliations' shah -be- identified* : g tand• descried in the order, resolutions, indentures or other agreements _ submitted to and, approved by the City Council prior to- the sale: and - delivery of the Obligations to ' the. Purchasers thereof r wired• b • ' Section (6) of this Article; (ii) Expenditures that be made from a fund created with the proceeds �� y p eds of Obligations, and expenditures of monies derived from sources other - than the proceeds of Obligations, may be used for the puzposes of financing or othervnse providing one or more "Projects", as defined in• the Act. The specific expenditures sha.Il be described in a resolution or order of the Board, and shall be made only after the approval thereof by the City Council; (iii) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 2 of this Article. Section 6. Issuance of obligations. No Obligations, including refundin g obligations, ations, shall be sold and delivered by the Corporation unless the Council shall approve such Obligations by action taken no more than sidy (SO) days prior to the date of sale of the Obligations. Section 7. Limitations on Expenditures. The Corporation shall spend no more than ten percent (10%) of Corporate -revenues for promotional purposes and may contract with others to carry out industrial development programs consistent with the purposes and duties as set out in these Bylaws and as set out in the Act Section S. Contributions. The Board of directors may accept on behalf of the Corporation any contnbution, grant or bequest to be used for the general purposes of or for any special purpose of the Corporation. Special funds shall include all funds from government contracts and contn'butions designated by a donor for special purposes. All other funds shall be general funds. ARTICLE Ve NUSCELIANEOUS PROMS TOWS Sean 1. Principal Office. (a) The principal office of the Corporation shall be located at the 4 City Hail as specified in the Article of Incorporation. :. Tne Corporation shald have and shall. C'ontinu designate a re ~ tered agent. �,;,.• a a�. its registered of face as requiYed by. the A&. .. - . Section 2. Fiscal Year. The fiscal year of the Co oration shall- be the sane. as the . _ �'P fiscal ° year of the City.' Section 3. Seal. The. seal- of the Corporation' shall be determined -b Y y the Board. . Section 4. Designations. Any director or officer may resign at any- tbne. Such- . 16 resignation shall be made inwrnt�ng and shall- take effect at the trine specked therein. or, if no time be specified, at the tune *of its receipt by the president. or secretary. The acceptance of -a resignation shag. not be necessary to Snake it effective, ' unless expressly so provided in the resignation. Section 5. Approval or Advice and Consent of the Council. To the extent that these Bylaws refer to any approval by the City or refer to advice and consent by ' - the Coun such � approval, or advice and consent, shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the Council. Section 6. Services of City Staff and Officers. Subject to approval from the City Administrator of the City, the Corporation shall have the right to utilize the services of the City Attorney, the City Secretary, and the Finance Department of the City, provided (i) that .the Corporation shall pay reasonable compensation to the City for such services, and (ii) the performance of such services does not materially interfere with the other duties of such personnel of the City. Section 7. Indemnification of Directors, officers and Employees. (a) As provided in the Act and in the Articles of Incorporation, the Corporation is, for the purposes of the 'Texas Tort Claims Act, Subchapter A, Chapter 101, Texas Civil P 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 Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, includin xP S attorneys fees, incurred by any of such persons by reason of any actions or onions that may arise out of the functions and activities of the Corporation. Section S. Corporation May Provide Insurance. The Corporation may purchase . and maintain insurance on behalf of any person who is or was a Director, officer, member, employee or agent. of the Corporation to insure such person against any liabE asserted . � against said person by reason of such person being or having been a Director, officer, BnAWS =: • mneMber,. employee or agent•of the Corporation. The pre u' ms for- such Msarance shall be paid by &6Corporation. Section 9. Par]1ainentary Authority. RobeTes. Rules of 'Order, Newly Revise • shy, be the pentazy authority for all matters of procedure not spec cally• covered.- by.. the Bylaws • or any speck• rules. of procedure adopted by the Board. In the .event of a conflict. between. Robert's Rules of Order and these B laws,. the p rovmons of . these Bylaws* shall • Y y • prevail. , Section 10. Coof Interest. The Corporation shall not make a loan to a Director -or officer of the Corporation. No officer or employee of the Corporation shall have a financial interest, direct or. indirect; in any contract- with the Corporation, to the - extent proh'bited by Chapter 171 of the Texas Local Government Code, or shall be financially interested, directly or indirectly, in the sale to the ' Corporation of anyLand, materials, supplies, or service where such financial Ynterest is prohufrted by state law. Any wilful violation of this section shall constitate malfeasance in office, and any officer or employee guilty thereof shall thereby forfeit his or her office or . ositionAn violation of P y this section, with the knowledge, express or implied, of the person or corporation contracting with the Corporation shall render the contract involved voidable by the Council. Section 11. Nepotism. No person related within the second degree by amity, or the third degree by consanguinity to any -member of the Board or any officer of the Corporation shall be appointed to any paid office, position, clerkship, or other position of service to the Corporation. Section 12. Prohibited Acts. As long as the Corporation is in existence; no Director, Officer or Committee Member of the Corporation shall: (a) Do any act in violation of these Bylaws or a binding obligation of the Corporation; (b) Do any act with the intention of harming the Corporation or any if its operations; (c) Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation; (d) Receive an illegal personal or business benefit from the operation of the Corporation; (e) Use the assets of the Corporation, directly or indirectly, for any puFpose other than carrying on the business of the Corporation; Wr cng . transfer or •ase• of Corporation r erts , • incluci�� �atan�`ble roe such as good will; a ' g , Use the name- of th'e. -Co oration or. any substantially- name or_ . any. tradernor trade• name adopted'by the. Corporation, except on behalf of the Corporation in the ordinary course of the Corporation's business; (h)I3isclose an of the Co oration's`p � � rime ed business information trade-- secrets, or other confidential information to any persons. not authorized to receive such information; Commit Co oration funds without the rior a roval of the Board(i). � P PP of Directors. Further, the Corporation shall not have the power to own or operate any projject as a busffiess other than as lessor, seller, or lender pursuant to the requirements of any trust agreement securing the credit transaction. Accordmngly, *the user pursuant to any lease, sale or loan agreement relating to a project shall be considered to be the owner of the project . P � for the purposes of the application of any ad valorem., sales and use taxes and any other taxes levied or imposed by the state or any political subdivision of this state. The purchase and holding of mortgages, deeds of trust, or other security interests and contracting for an servicing thereof shall not be deemed -an operation of a project. Section 13. Legal Construction. If any Bylaw provision is held to be invalid, illegal or unenforceable m* any respect, the invalidity, illegality or unenforceabnhty shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal or unenforceable provision had not been included in the Bylaws. ARTICLE VI. EFFECTIVE DATE, AM ZND MENTS Section I. Effective Date. These Bylaws shall become effective upon the occurrence of the. following events: (1) the approval of these Bylaws by the Council; and (2) the adoption of these Bylaws by the Board. Section 2. Amendments to Articles of Incernoration and Bylaws. The Axkicles of Incorporation of the Corporation and these Bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act The Bylaws may be amended, altered or repealed by an affirmative vote of three Board members but such amendment, alteration or repeal shall not be effective unfit approved by a majority vote of the entire Counc1 i B ftr1 ` :_ ,•::tea .., . � :.. Section �-. - Dissolution oft the C o tionw The- Corporatlo�, is. �r:- non- . , f4. "t ; i fro . • . • • . .. co oration UT .Old solu Oul a , of � . . s asp. s � �:. . • ' . - City. of Van e•.. - .. . :. . . • .. . . . . ` . . . . _ •, a ... by passage' of Resolution No... � - : on the • day- o� . - -SR. of 1-1 Y "' - � ... ..J. . . _ .. . -1- _ ... . . . . - . . . . 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