HomeMy WebLinkAboutRes 2010-12-14 Approving Anna CDC Amended Bylaws.pdfCITY OF ANNA, TEXAS
RESOLUTION NO. 2010-12-14
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, APPROVING
THE ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS AS APPROVED AND
ADOPTED BY THE ANNA COMMUNITY DEVELOPMENT CORPORATION ON DECEMBER
2,2010
WHEREAS, the City Council of the City of Anna, Texas ("the City Council") recognizes that
on December 2. 2010 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 Bylaws approved.
The City Council hereby approves the Anna Community Development Corporation Bylaws as
amended by the CDC on December 2, 2010, and as attached hereto as Exhibit A.
PASSED by the City Council of the City of Anna, Texas. on this the 14th day December,
2010.
ATTEST:
Res. 2010-12-14 Amending CDC By Laws.doc Page 1 of 1 12-14-10
Exhibit A
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS
These Bylaws govern the affairs of the Anna Community Development Corporation
(hereinafter referred to as the "Corporation"). a public instrumentality and a non-profit
corporation created under Section 4B of the Development Corporation Act of 1979,
Article 5190.6 of the Revised Civil Statutes of Texas, as amended and recodified
(hereinafter referred to as the "Act").
Article I. PURPOSES AND POWERS
Section 1. Registered Office and Registered Agent.
The Corporation shall have and continuously maintain in the State of Texas a registered
office and a registered agent whose office is identical with such registered office. as
required by the Texas Non-Profit Corporation Act. The Board of Directors of the
Corporation (the "Board") may. from time to time, change the registered agent and/or
the address of the registered office. provided that such change is appropriately reflected
in these Bylaws and in the Articles of Incorporation of the Corporation (the "Articles").
The registered office of the Corporation is located at 111 N. Powell Parkway, Anna,
Texas 75409 and the Corporation's mailing address is Anna Community Development
Corporation, P.O. Box 776, Anna, Texas 75409. The registered agent at such address
is Duane Hayes.
Section 2. Principal Office.
The principal office of the Corporation in the State of Texas shall be located in the City
of Anna. Texas (the "City") and it may be. but need not be, identical with the registered
office of the Corporation:
Section 3. Purpose.
The Corporation is incorporated as a non-profit corporation for the purpose set forth in
the Articles, the same to be accomplished on behalf of the City as its duly constituted
authority and instrumentality in accordance with the Texas Development Corporation
Act of 1979, Article 5190.6. Section 4B. Tex. Rev. Civ. Stat. Ann., as amended and
recodified, (the "Act"), other applicable laws, and appropriate resolution adopted by the
City Council of the City on the 2ih day of May, 2003, including all permissible projects
prescribed by the Act, and for maintenance and operating costs of publicly owned and
operated projects.
Further, the Corporation shall be a non-profit corporation as defined by the Internal
Revenue Code 1986, as amended. and the applicable regulations of the United States
Treasury Department and the rulings of the Internal Revenue Service of the United
States prescribed and promulgated thereunder.
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Exhibit A
Section 4. Powers.
In the fulfillment of its corporate purpose, the Corporation shall be governed by the Act,
and shall have all of the powers set forth and conferred in Section 4B of the Act, and in
other applicable laws, subject to the limitations prescribed therein and herein and to the
provisions thereof and hereof.
Article II. BOARD OF DIRECTORS
Section 1. Powers, Number and Term of Office.
(a) The property and affairs of the Corporation shall be managed and controlled by
the Board and, subject to the restrictions imposed by law, by the Articles of
Incorporation, and by these Bylaws. The Board shall exercise all of the powers of
the Corporation.
(b) The Board shall consist of seven Directors, each of whom shall be appointed by
and serve at the pleasure of the City Council of the City of Anna, Texas (the
"Council"). Each Director shall be a resident of the City of Anna. Three Directors
shall be persons who are not employees, officers, or members of the governing
body of the City. A majority of the entire membership of the Board is a quorum.
The Board shall conduct all meetings within the boundaries of the City. The
Board shall appoint officers as set forth in these Bylaws or that the City Council
considers necessary. The Corporation's registered agent must be an individual
resident of the City and the Corporation's registered office must be within the
boundaries of the City.
(c) All board members shall serve terms of two (2) years. 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, 5, and 7 shall be made in odd numbered years;
appointment to Places 2. 4 , and 6 shall be made in even numbered years.
Appointments are to be effective as of July 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..
(d) Any Director may be removed from office and replaced by the City Council at will
and without cause.
Section 2. Vacancies and Resignations.
(a) A vacancy in any position of Director which occurs by reason of death,
resignation, disqualification, removal, or otherwise, shall be filled as prescribed in
Article II, Section 1. A vacancy in the office of President, Vice President,
Treasurer, Secretary, or Chief Administrative Officer that occurs by reason of
death, resignation, disqualification, removal, or otherwise, shall be filled by
election of the Board.
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Exhibit A
(b) Any Director may resign at any time. Such resignation shall be made in writing,
addressed to the City Manager and the City Secretary, and shall take effect at
the time specified therein, or if no time is specified therein, at the time of its
receipt by the City Secretary.
Section 3. Meetings of Directors.
The Directors may hold their meetings at such place or places in the City as the Board
may from time to time determine; provided, however, in the absence of any such
determination by the Board, the meetings shall be held at the principal office of the
Corporation (City Hall) as specified in Article I of these Bylaws.
Section 4. Notice of Meetings.
(a) Regular monthly meetings of the Board shall be held with the necessity of written
notice to the Directors at such times and places as shall be designated from time
to time by the Board, provided, however, that a meeting need not be held during
any given month if there is no business before the Board to necessitate a
meeting. Special Meetings of the Board shall be held whenever called by the
President, by a majority of the Directors, by the City Manager, or by a majority of
the City Council. Nothing contained in this Section 4 shall vitiate the notice
requirements contained in Section 6 of this article.
(b) Any member of the Board, officers of the Corporation, or City Manager may have
an item placed on the agenda by delivering the same in writing to the Chief
Administrative Officer no less than seven calendar days prior to the date of the
Board meeting, subject to any additional rules that the Board may adopt by
resolution. Each agenda of the Board meeting shall contain an item, titled
"Citizen Comment", to allow public comment to be made by the general public
concerning Board related matters, subject to generally applicable time limits if
imposed by the Board. However, no official or formal action or vote may be taken
on any comment made by citizens during Citizen Forum, unless otherwise posted
as an action item. Failure to include a "Citizen Comment" agenda item or to
conduct a "Citizen Comment" session does not invalidate or otherwise affect any
actions taken by the Board.
(c) Attendance of a Director at a meeting shall constitute a waiver of notice of such
meeting, except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully called or convened. Neither the business to be transacted on nor the
purpose of any Regular or Special Meeting of the Board need be specified in the
notice or waiver of notice of such meeting, unless required by the Board. A
waiver of notice in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.
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Exhibit A
(d) The Board shall hold its regular and special meetings, in the corporate limits of
the City, at such place or places as the Board may from time to time determine,
and in conformance with the Texas Open Meetings Act.
Section 5. Board Attendance.
Directors must be present in order to vote at any meeting. Regular attendance at the
Board meetings is required of all Directors. Three I:mex.sused absenoes from meetings
of the Board within a 12 month period shall require oonsideration for replacement.
Absenoes will be considered exoused in the event of an emergenoy or if the Director
has notified the Chief Administrati'Je Officer in ad'Jance. In the event that a Director has
three (3) absences within a 12-month period the President, Vice President or Chief
Administrative Officer will contact the Director to seek resolution .. In the event
consideration for replacement is indicated, the member will be counseled by the
President, or, if applicable, the Vice President, and, subsequently, the President shall
submit in writing to the City Council that these Bylaws require the City Council to
consider replacement of the Director in question.
Section 6. Open Meetings Act.
All meetings and deliberations of the Board shall be called, convened, held and
conducted, and notice shall be given to the public, in accordance with the Texas Open
Meetings Act Chapter 551, Texas Government Code. Notwithstanding any other
provision of these Bylaws, notice of a Board meeting in compliance with the Open
Meetings Act is deemed to satisfy any requirement to provide a Director with notice of a
Board meeting.
Section 7. Quorum.
A majority of the entire membership of the Board constitutes a quorum for the conduct
of the official business of the Corporation. The act of a majority of the Directors present
at a meeting at which a quorum is in attendance shall constitute the act of the Board
and of the Corporation, unless the act of a greater number is required by law or these
Bylaws. Solely for an agenda item with which one or more Board members has a
conflict of interest, the number of Board members required to be present to constitute a
quorum for the purpose of transacting business is reduced by the number of Board
members who are present but lack authority to vote on that item because of a conflict of
interest.
Section 8. Conduct of Business.
(a) At the meetings of the Board, matters pertaining to the business of the
Corporation shall be considered in accordance with rules of procedure as from
time to time prescribed by the Board. Unless otherwise adopted by the Board,
the rules of procedures of the City Council shall be the rules of procedure for the
Board.
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Exhibit A
(b) At all meetings of the Board, the President shall preside and, in the absence of
the President, the Vice President shall exercise the powers of the President.
(c) The Secretary of the Corporation shall act as Secretary of all meetings of the
Board but, in the absence of the Secretary, the presiding officer may appoint any
person to act as Secretary of the meeting. The Secretary shall keep minutes of
the transactions of the Board and committee meeting and shall cause such
official minutes to be recorded in books kept for the purpose in the principal office
of the Corporation.
Section 9. Committees of the Board.
There may be purely advisory standing committees of the Board as the Board from time
to time creates. Each such advisory committee shall be composed of no more than two
Directors and such other persons as may be chosen by the Board for their applicable
abilities and experience. It is provided, however, that all final official actions of the
Corporation may be exercised only by the Board. Each committee so designated shall
keep regular minutes of the transaction of its meetings and shall cause such minutes to
be recorded in books kept for that purpose in the principal office of the Corporation.
Section 10. Compensation of Directors.
The Directors, including but not limited to the President, Vice President, Treasurer and
Secretary shall not receive any salary or compensation for their services.
Section 11. Conflict of Interest.
In the event that a Director is aware that he/she has a conflict of interest or potential
conflict of interest, with regard to any particular matter or vote coming before the Board,
the Director shall bring the same to the attention of the Board and shall abstain from
discussion and voting thereon.
Section 12. Implied Duties.
The Board is authorized to do that which the Board deems desirable in compliance with
the Act, subject to City Council approval, to accomplish any of the purposes or duties
set out or alluded to in the Articles, these Bylaws, and in accordance with State law and
any code of ethics adopted by the City.
Section 13. Board's Relationship with the City.
In accordance with state law, the Board shall be responsible for the proper discharge of
its duties assigned herein. The Board shall determine its poliCies and directives within
the limitations of the duties herein imposed by applicable laws, the Articles, these
Bylaws, contracts entered into with the City, and budget and fiduciary responsibilities.
Any request for services made to the departments of the City shall be made by the
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Exhibit A
Board or its designee in writing to the City Council. The City Council may approve such
request for assistance from the Board when it finds such requested services are
available within the City and that the Board has agreed to reimburse the City for the cost
of such services so provided, as provided by Article V, Section 8 of these Bylaws.
Article III. OFFICERS
Section 1. Titles and Term of Office.
(a) The officers of the Corporation shall be a President, a Vice President, a
Secretary, a Treasurer, a Chief Administrative Officer and such other officers as
the Board may from time to time elect or appoint. One person may hold more
than one office, except that the President shall not hold the office of Secretary.
Terms of office shall be one year with the right of an officer to be reelected.
(b) All officers shall be subject to removal from office at any time by a vote of a
majority of the entire Board.
(c) A vacancy in the office of any officer shall be filled by a vote of a majority of the
Directors.
Section 2. Powers and Duties of the President.
The President shall be the presiding officer of the Board with the following authority:
(a) shall preside over all meetings of the Board.
(b) shall have the right to vote on all matters coming before the Board.
(c) shall have the authority, upon notice to the members of the Board, to call a
special meeting of the Board when, in his/her judgment, such meeting is
required.
(d) shall have the authority to appoint standing committees to aid and assist the
Board in its business efforts or on other matters incidental to the operation and
functions of the Board.
(e) shall have the authority to appoint ad hoc committees which may address issues
of a temporary nature of concern or which have a temporary affect on the
business of the Board.
In addition to the above-mentioned duties, the President shall sign, along with the
Secretary of the Board, any deed, mortgage, bonds, contracts or other instruments
which the Board has approved, unless the execution of said document has been
expressly delegated to some other officer or agent of the Corporation by appropriate
Board resolution, by a specific provision of these Bylaws, or by statute. In general, the
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Exhibit A
President shall perform all duties incident to the office and such other duties as shall be
prescribed from time to time by the Board.
Section 3. Vice President.
The Vice President shall exercise the powers of the President during that officer's
absence or inability to act. The Vice President shall also perform other duties as from
time to time may be assigned by the President of the Board.
Section 4. Secretary.
The Secretary shall keep, or cause to be kept, at the registered office, a record of the
minutes of all meetings of the Board and of any committees of the Board. The Secretary
shall also file a copy of said minutes with the City, and same is to be given in
accordance with the provisions of these Bylaws, the Texas Open Meetings Act, the
Texas Public Information Act, or other applicable law. The Secretary shall sign, along
with the President of the Board, any deed, mortgage, bonds, contracts or other
instruments which the Board has approved.
Section 5. Treasurer.
The Treasurer, or other person or entity designated by the Board, shall have charge and
custody of and be responsible for all funds and securities of the Corporation; shall
receive and give receipt for money due and payable to the Corporation from any source
whatsoever, and shall deposit all such monies in the name of the Corporation in such
bank, trust corporation, and or other depositories as shall be specified in accordance
with Article V, Section 3 of these Bylaws. The Treasurer or other person or entity
deSignated by the Board, shall, in general, perform all duties incident to that office, and
such other duties as from time to time may be assigned by the President of the Board.
Section 5.A. Chief Administrative Officer
The Chief Administrative Officer shall be nominated by the City Manager and appointed
by the Board to fill those duties and responsibilities as the Board may set forth by
Resolution.
Section 6. Employees.
The Corporation may employ such full or part-time employees as needed to carry out
the programs of the Corporation. These employees shall perform those duties as are
assigned to them by the Board. The Board shall hire, direct and control the work of all
Corporation employees.
Section 7. Contract for Service.
(a) The Corporation may, with approval of the City Council, contract with any
qualified and appropriate person, association, corporation, or governmental entity
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Exhibit A
to perform and discharge designated tasks which will aid or assist the Board in
the performance of its duties. However, no such contract shall ever be approved
or entered into which seeks or attempts to divest the Board of its discretion and
policy-making functions in discharging the duties hereinabove set forth in this
Section.
(b) Subject to the authority of the City Council and the City Manager under the
Charter of the City, the Corporation may request to utilize the services of the staff
and employees of the City, provided:
(1) that the City Council approves of the utilization of such services;
(2) that the Corporation shall pay, as approved by the City Council,
reasonable compensation to the City; and
(3) the performance of such services does not materially interfere with the
other duties of such personnel of the City.
(c) Utilization of the aforesaid City staff shall be solely by contract approved by the
City Council.
Article IV. EX-OFFICIO MEMBERS
Section 1. Ex-Officio Members.
The Mayor and City Manager, or their designees, may attend all meetings of the Board
or committees, including executive, private or public, but shall not have the power to
vote in the meetings. Their attendance shall be for the purpose of insuring that
information about the meetings is accurately communicated to the City Council as may
be appropriate and necessary.
Article V. FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 1. Annual Corporation Budget.
At least 60 days prior to the commencement of each fiscal year of the Corporation, the
Board shall adopt a proposed budget of expected revenues and proposed expenditures
for the next ensuing fiscal year. The budget shall contain such classifications and shall
be in such form as may be prescribed from time to time by the City Manager for
inclusion with the annual budget and submitted to the City Council. The budget shall not
be effective until the same has been approved by the City Council.
Section 2. Books, Records, Audits.
(a) The Corporation shall keep and properly maintain, in accordance with generally
accepted accounting principles, complete books, records, accounts, and financial
statements pertaining to its corporate funds, activities and affairs.
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Exhibit A
(b) At the direction of the City Council, the, books, records, accounts and financial
statements of the Corporation may be maintained for the Corporation by the City
Manager or the City Manager's designee.
(c) The Corporation shall cause its books, records, accounts and financial
statements to be audited at least once each fiscal year by an outside,
independent auditing and accounting firm selected by the City. Such audit shall
be at the expense of the Corporation. Audit copies are to be filed with the City.
(d) All books, records, accounts, and financial statements shall be kept and
administered in accordance with the Texas Public Information Act, Chapter 552,
Texas Government Code, as amended. Any member of the City Council, Mayor,
City Manager, or Director or officer of the Corporation may inspect and receive
copies of all books, and records of the Corporation.
Section 3. Deposit and Investment of Corporate Funds.
(a) All proceeds from the issuance of bonds, notes or other debt instruments
("Obligations") issued by the Corporation shall be deposited and invested as
provided in the resolution, order, indenture or other documents authorizing or
relating to their issuance.
(b) All other monies of the Corporation shall be handled pursuant to the guidelines
established by City policy or by the City Manager and shall be deposited,
secured and/or invested in the manner provided for the deposit, security and for
investment of the public funds of the City. The Board shall designate the
accounts and depositories to be created and deSignated for such purposes of the
Corporation upon the signature of its President and the Secretary and such other
persons as the Board shall designate. The accounts, reconciliation and
investment of such funds and accounts will be performed by the Corporation.
Section 4. Expenditures of Corporate Money.
(a) The monies of the Corporation, including sales and use taxes collected pursuant
to the Act, the proceeds from the investment of the funds of the Corporation, the
proceeds from the sale of property, monies derived from the repayment of loans,
rents received from the lease or use of property, the proceeds derived from the
sale of bonds, and other proceeds may be expended by the Corporation for any
of the purposes authorized by the Act, subject to the following limitations:
(1) expenditures from the proceeds of bonds shall be identified and
described in the orders, resolutions, indentures, or other agreements
submitted to and approved by the City Council;
(2) expenditures that may be made from a fund created from the proceeds
of bonds, and expenditures of monies derived from sources other than
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Exhibit A
the proceeds of bonds may be used for the purposes of financing or
otherwise providing one or more projects, as defined in the Act; and
(3) all other proposed expenditures shall be made in accordance with and
shall be set forth in the annual budget required by these Bylaws or in
contracts meeting the requirements of this Article, as approved by the
City Council.
(b) No bonds, including refunding bonds, shall be authorized or sold and delivered
by the Corporation without the approval of the City Council.
(c) All purchases above $50,000 must be purchased under formal competitive
sealed bidding rules or as otherwise permitted by Texas Local Government
Code, Chapters 252 and 271 or other applicable law. No bid process shall begin
until approved by the Board.
Section 5. Contracts.
As provided in Section 4 above, the President and Secretary shall execute any
contracts or other instruments which the Board has approved and authorized to be
executed, provided, however, that the Board may, by appropriate resolution, authorize
any other officer(s) or any other agent(s) to enter into a contract or execute and deliver
any instrument in the name and on behalf of the Corporation. Such authority may be
confined to specific instances or defined in general terms. When appropriate, the Board
may grant a specific or general power of attorney to carry out action on behalf of the
Board, provided, however, that no such power of attorney may be granted unless an
appropriate resolution of the Board authorizes the same to be done.
Section 6. Fiscal Year.
The fiscal year of the Corporation shall begin on October 1 and end on September 30 of
the following year.
Section 7. Checks, Drafts and other Payments.
(a) All checks, drafts or orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be
signed by at least two of the following officers: the President, the City
Manager, or the Chief Administrative Officer.
(b) Only the Chief Administrative Officer is authorized to consummate
transactions or make purchases at the point of sale on behalf of the
Corporation and purchases must be approved for Corporation business.
(c) This subsection shall apply with regard to purchases and contracts not in
excess of $50,000, and for which formal competitive bidding procedures are
not required. The Corporation will vote to authorize purchases and enter into
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Exhibit A
contracts that do not exceed $50,000. All purchases between $5,000
$50,000 shall require at least three written bids/estimates if the purchase is
not from a sole-source vendor. All purchases between $500 and $5,000 will
be approved by the Corporation board. Purchases less than $500 can be
approved by the Corporation President and the Chief Administrative Officer
without approval of the Corporation board, but a reasonable effort will be
made to seek approval from the board first. Only the Chief Administrative
Officer is authorized to consummate transactions or make purchases at the
pOint of sale on behalf of the Corporation, and any checks, drafts, orders for
the payment of money, notes or other evidences of indebtedness must be
signed in accordance with subsection (a) of this section before the Chief
Administrative Officer may make such purchases. If the Chief Administrator
Officer is not available to make a necessary purchase, the purchase may be
made by the City Manager or the written designee of the City Manager.
(d) Expenses for Director and Officer travel, meals, or similar expenses must be
necessary to the Corporation's business, the details of which shall be
approved in advance by the Chief Administrative Officer and are subject to
the following limits: reasonable travel/transportation, lodging, seminar
registration, meals (Breakfast cap $10.00, Lunch cap $15.00, Dinner cap
$20.00; or, in the case of overnight travel total meals cannot exceed $45.00
per day), parking, highway tolls and other Corporate business expenses
approved by the Chief Administrative Officer. Further, such expenses shall
be reimbursed only for necessary and reasonable actual costs as verified by
expense receipts that clearly show the date of purchase, vendor, location of
vendor, and explanation and itemization of expenses by price. The Chief
Administrative Officer is authorized to require expense reports that require
additional details regarding expenses. The following expenditures are not
reimbursable expenses unless specifically authorized by Board vote:
alcoholic beverages, personal employee or family expenses, sports and
entertainment fees, donations, contributions, memberships, and any other
expenditure not reasonably related to and necessary for the efficient conduct
of City business. First class accommodations on public carriers shall not be
authorized unless lesser fares are not available on required trips. The Chief
Administrative Officer must be so notified and approve the additional
expense.
(e) At the discretion of the Chief Administrative Officer, funds may be advanced
for anticipated travel expenses. Actual cost must be verified after the travel
by expense receipts as required in subsection (d) of this section. Allowable
expenses exceeding the advance shall be reimbursed by the Corporation
and advances exceeding the documented receipts shall be refunded to the
Corporation. Receipts must be obtained for advance-funded expenses and
said receipts must be delivered to the Chief Administrative Officer within 10
days of obtaining said receipts.
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Exhibit A
(f) When approved in advance by the Chief Administrative Officer, as
appropriate, members shall be paid mileage for use of personal vehicles on
Corporation business at the standard mileage rate as set by the Internal
Revenue Service annually. Corporation members must provide mileage
totals to and from the event. Corporation members must provide evidence of
liability and property damage insurance prior to such use.
Section 8. Contributions.
The Board may accept on behalf of the Corporation any contributions, grant or bequest
to be used for the general purposes of or for any special purpose of the Corporation.
Funds that may be used for special purposes shall include all funds from government
grants or contracts and contributions designated by a donor for special purposes. All
other funds shall be general funds.
Article VI. MISCELLANEOUS PROVISIONS
Section 1. Seal.
The Board may obtain a corporate seal which bears the words "Corporate Seal of the
Anna Community Development Corporation" and the Board may thereafter use the
corporate seal and corporate name; but these Bylaws shall not be construed to require
the use of the corporate seal.
Section 2. Approval or Advice and Consent of the City Council.
To the extent that these Bylaws refer to any action, approval, advice, or consent by the
City or refer to action, approval, advice or consent by the City Council, such action,
approval, advice or consent shall be evidenced by an approved motion, resolution or
ordinance passed by the City Council and reflected in the minutes of the City Council.
Section 3. Indemnification of Directors, Officers and Employees.
(a) As provided in the Act and in the Articles, the Corporation is, for the purposes of
the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices
and Remedies Code), a governmental unit and its actions are governmental
functions.
(b) The Corporation shall indemnify each and every member of the Board, its officers
and its employees, and each member of the City Council and each employee of
the City, to the fullest extent permitted by law against any and all liability or
expense, including attorney fees, incurred by any of such persons by reason of
any actions or omissions that may arise out of the functions and activities of the
Corporation. This indemnity shall apply even if one or more of those to be
indemnified was negligent or caused or contributed to cause any loss, claim,
action or suit. Specifically, it is the intent of these Bylaws and the Corporation to
require the Corporation to indemnify those named for indemnification, even for
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Exhibit A
the consequences of the negligence of those to be indemnified, which caused or
contributed to cause any liability. Indemnification and other protections provided
by this subsection do not include indemnification for acts constituting gross
negligence, reckless conduct, or criminal behavior. Nothing in this section
creates any duty to indemnify or otherwise protect any person or entity
performing work or otherwise acting as an independent contractor.
(c) The Corporation must purchase and maintain insurance on behalf of any
Director, officer, employee, or agent of the Corporation, or on behalf of any
person serving at the request of the Corporation as a Board member, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against any liability asserted against that person in any such
capacity or arising out of such status with regard to the Corporation, whether or
not the Corporation has the power to indemnify that person against liability for
any of those acts.
Section 4. Code of Ethics.
The Corporation's Board of Directors, and its officers, employees, and agents shall
abide by and be subject to all ethical rules, requirements, and restrictions applicable to
members of the City Council under federal, state or local law, including but not limited to
the City's Home-Rule Charter and Code of Ethics. All such ethical rules, requirements,
and restrictions shall be applicable to independent contractors of the Corporation in all
dealings with the Corporation and with regard to all work performed for or at the
direction of the Corporation. However, this section is not intended to nor shall it be
interpreted to change the relationship between the Corporation and an independent
contractor from that of independent corporation to employee.
Section 5. Amendments to Bylaws.
These Bylaws may be amended or repealed and new Bylaws may be adopted by an
affirmative vote of four of the authorized Directors serving on the Board, subject to the
approval of the City Council. The City Council may amend these Bylaws at any time.
Such amendments made by the City Council will be duly passed and adopted by
approved motion, resolution or ordinance duly reflected in the minutes of the City
Council and, thereafter, duly noted to the Board.
Section 6. Dissolution of the Corporation.
Upon dissolution of the Corporation, titles to or other interest in any real or personal
property owned by the Corporation at such time shall vest in the City Council.
Section 7. Applicability of City Charter, Policies and Procedures.
The City Charter and all duly approved city policies and procedures shall apply directly
to the Corporation and the Board unless such charter, policies or procedures are
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 13 of 14
Exhibit A
superseded by state law or not related to the functions of the Board. The Board has the
prerogative, subject to approval by the City Council, to adopt other policies and
procedures in addition to or in place of those of the City.
Section 8. Effective Date.
These Bylaws, having been adopted by resolution of the Corporation on the 4th day of
February, 2009, shall be effective upon approval by the City Council.
APPROVED AND ADOPTED by the Anna Economic Development Corporation
by resolution on the day of , 2010.
ANNA CDC PRESIDENT
ATTEST:
ANNA CDC SECRETARY
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 14 of 14