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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. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 1 of 14 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. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 2 of 14 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. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 3 of 14 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. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 4 of 14 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 ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 5 of 14 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 ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 6 of 14 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 ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 7 of 14 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. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 8 of 14 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 ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 9 of 14 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 ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 10 of 14 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. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 11 of 14 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 ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 12 of 14 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