HomeMy WebLinkAboutRes 2019-10-640 CDC Bylaws AmendmentCITY OF ANNA, TEXAS
RESOLUTION ima q-10-00
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 JANUARY
3, 2019
WHEREAS, the City Council of the City of Anna, Texas ("the City Council") recognizes that
on January 3, 2019 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 October 15, 2019 and as attached hereto as Exhibit A.
PASSED AND APPROVED by the City Council of the City of Anna this 616 day of
G'r fz�her 12019.
APPROVED:
Nate Pike, Mayor
ATTEST:
,WIIItI urryt C -L
uahh.c�,
pF AIV �'''%�arrie L. Smith, City Secretary
=V.
CITY COUNCIL OF ANNA, TEXAS RESOLUTION N06k) PAGE 1 OF 1
CITY OF ANNA, TEXAS
RESOLUTION NO., -(A, 3a
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 JANUARY
3, 2019
WHEREAS, the City Council of the City of Anna, Texas ("the City Council") recognizes that
on January 3, 2019 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 January 3, 2019 and as attached hereto as Exhibit A.
PASSED AND APPROVED by the City Council of the City of Anna this C9�w+day of
A, 2019.
APPROVED: ,�.�``�� �gj�''��TTEST:
•.9
F'a AA; a
Nate Pike, Mayor * :• .Cade L. Smith, y Secretary
,ivijl l �T �E �X `P
CITY COUNCIL OF ANNA, TEXAS RESOLUTION NO.5?19, PAGE 1 OF 1
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 law. 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
Certificate of Formation of the Corporation (the "Certificate").
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 Jessica Perkins.
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 Certificate, 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 271h 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 Pagel of t5
R" aoIq-o1-s3�
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 Certificate of
Formation, and by these Bylaws. The Board shall exercise all of the powers of
the Corporation.
(b) The Board shall consist of seven 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
residing within Collin County 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.
La�_ reaseR of death,
Of D y
shall be foiled as PFesGribed
on the effeGA F VIGe PFesiden{
deata�Q«Lsignatfe efilled by
eleGtlen ef the Beard.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 2 of 15
(b) Any Director may resign at any time. Such resignation shall be made in writing,
addressed to the City Manager, the Chief Administrative office and/or 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.
_ Commented [Al]: To match EDC bylaws
'- Formatted: Normal
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 neressity of written
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, by the Chief
Administrative Officer, 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.
(c) The Chief Administrative Officer shall -give notice to each director of each
meeting at least seventy-two (72) hours before the meeting. A notice of a
meeting posted in compliance with the Open Meetings Act shall be deemed
satisfactory notice of such meeting to the directors 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, subject to
compliance with the Open Meetings ttendanc of a Director at a meetingJ.,—' Commented [A2]: Added to Match EDC
Act.
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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 3 of 15
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.
(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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 4 of 15
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. 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 as applicable, and, subsequently, the
President or Vice 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.
(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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 5 of 15
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.
Officers who are members of the Board 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 Certificate, 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 Certificate, 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
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 ill, Section 7 of these Bylaws.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 6 of 15
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
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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 7 of 15
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, or other person or entity designated by the Board, 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
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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 8 of 15
(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.
� — Formatted: Justified
The Mayor and City Manager or their respective designees, and an 1 City Council Formatted: Font color: Red
member r other appropriate person or entity
designated by the Board may attend all meetings of the Board or committees including__ Formatted: Font color: Red
but not limited to executive or closed meetings, but shall not have the power to vote in
the meetings unless such Council member is also a member of the Board. Their
attendance shall be for the purpose of insuring that information about the meetings is
accurately recorded and communicated to the City Council as may be appropriate and
necessary.
Article 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 of the City and submitted to the City Council. The
budget shall not be effective until the same has been approved by the City Council.
board and city council.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 9 of 15
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.
(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:
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 10 of 15
(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
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 or approved by at least two of the following officers: the President, the
City Manager (or a person designated by the City Manager), be-AssiL&'�' `o
or the Chief Administrative Officer.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 11 of 15
(b) Only the Chief Administrative Officer and the AssffistaR! to the City Manager
(or a person designated by the City Manager) are 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
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, reasonable and
customary costs based on and are s::~�o-per diem rates of the U. S.
General Services Administration and the following limits: reasonable
travel/transportation, lodging, seminar registration, meals, parking, highway
tolls, car rental, 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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 12 of 15
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.
(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 Certificate, 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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 13 of 15
(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
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, as amended. 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. Legal Construction. If any Bylaw provision is held to be invalid, Illegal or
unenforceable in any respect, the invalidity, illegality or unenforceability 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 VII. EFFECTIVE DATE, AMENDMENTS
Aection_1_Amendments to Bylaws. _ Formatted: Font: Bold
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 14 of 15
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 2. 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.
Section 3. Effective Date.
These Bylaws, having been adopted by resolution of the Corporation and ea the—day-of-
, shall be effective upon approval by the City Council.
APPROVED AND ADOPTED by the Anna Community Development Corporation
by resolution on the day of 20194.
ANNA CDC PRESIDENT
ATTEST:
ANNA CDC SECRETARY
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 15 of 15
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 1. 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 law. 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
Certificate of Formation of the Corporation (the "Certificate").
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 Jessica Perkins.
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 Certificate, 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 27th 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
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 Certificate of
Formation, and by these Bylaws. The Board shall exercise all of the powers of
the Corporation.
(b) The Board shall consist of seven 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
residing within Collin County 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) Vacancies. The Board may make recommendations for the filling of vacancies
to City Council. Any vacancy occurring in the Board of Directors will be filled by
appointment of the City Council.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 2 of 14
(b) Any Director may resign at any time. Such resignation shall be made in writing,
addressed to the City Manager, the Chief Administrative office and/or 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 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, by the Chief Administrative Officer, 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.
(c) The Chief Administrative Officer shall give notice to each director of each
meeting at least seventy-two (72) hours before the meeting. A notice of a
meeting posted in compliance with the Open Meetings Act shall be deemed
satisfactory notice of such meeting to the directors. 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, subject to
compliance with the Open Meetings Act. 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
(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. 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 as applicable, and, subsequently, the
President or Vice 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.
(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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 4 of 14
(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.
Officers who are members of the Board 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 Certificate, 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 Certificate, 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
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 III, Section 7 of these Bylaws.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 5 of 14
Article 111. 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
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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 6 of 14
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, or other person or entity designated by the Board, 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
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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 7 of 14
(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 respective designees, and any City Council
member or other appropriate person or entity designated by the Board may attend all
meetings of the Board or committees, including but not limited to executive or closed
meetings, but shall not have the power to vote in the meetings unless such Council
member is also a member of the Board. Their attendance shall be for the purpose of
insuring that information about the meetings is accurately recorded and communicated
to the City Council as may be appropriate and necessary.
Article 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 of the City and submitted to the City Council. The
budget shall not be effective until the same has been approved by the City Council.
The annual budget shall be adopted at the fund level and amendments within the fund
can be made and approved by the Chief Administrative Officer. Any amendments that
would result in an increase of total adopted expenditures shall be approved by the
board and city council.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 8 of 14
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.
(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:
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 9 of 14
(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
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 or approved by at least two of the following officers: the President, the
City Manager (or a person designated by the City Manager), or the Chief
Administrative Officer.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 10 of 14
(b) Only the Chief Administrative Officer the City Manager (or a person
designated by the City Manager) are 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
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, reasonable and
customary costs based on per diem rates of the U. S. General Services
Administration and the following limits: reasonable travel/transportation,
lodging, seminar registration, meals, parking, highway tolls, car rental, 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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 11 of 14
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.
(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 Certificate, 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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 12 of 14
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
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, as amended. 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. Legal Construction. If any Bylaw provision is held to be invalid, Illegal or
unenforceable in any respect, the invalidity, illegality or unenforceability 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 VII. EFFECTIVE DATE, AMENDMENTS
Section 1. 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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 13 of 14
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 2. 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.
Section 3. Effective Date.
These Bylaws, having been adopted by resolution of the Corporation and shall be
effective upon approval by the City Council.
APPROVED AND ADOPTED by the Anna Community Development Corporation
by resolution on the day of 12019.
ANNA CDC PRESIDENT
ATTEST:
ANNA CDC SECRETARY
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 14 of 14
K4111%A-L'UI`1ft1ffA1TT DE T*N
•`, • I I
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
AMENDING THE BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT
CORPORATION
WHEREAS, the Anna Community Development Corporation ("CDC") is authorized to
amend its Bylaws under Art. VII, Sec. 1 of the Bylaws Anna Community Development
Corporation; and
WHEREAS, the CDC desires to amend said Bylaws;
NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT
CORPORATION THAT:
Section 1. Recitals Incorporated.
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Amendments to the Corporation's Bylaws.
The CDC Board of Directors hereby approves amending the Bylaws of the Anna
Community Development Corporation as set forth in Exhibit A, attached hereto, subject
to approval by the City of Anna City Council.
PASSED AND APPROVED by the Anna Community Development Corporation on this
the 31d day of October 2019.
CDC President
ATTEST:
"Rocio Gonzal
CDC Secretary
ANNA CDC RESOLUTION NO. Page 1 of 1
AMENDED BYLAWS
OF THE
ANNA COMMUNITY DEVELOPMENT CORPORATION
ARTICLE 1
PURPOSE AND POWERS
Section 1.01. Purpose. The Anna Community Development Corporation (the
"Corporation") is a public instrumentality and a non-profit corporation created under the
Development Corporation Act, codified in Title 12, Subtitle Cl of the Texas Local Government
Code (the "Act"), and operating under Chapters 501, 502 and 505 of the Act and other applicable
law.
Section 1.02. Powers. In the fulfillment of its corporate purpose, the Corporation shall be
governed as a Type B corporation under the Act and shall have all the powers set forth and
conferred in its Amended Certificate of Formation, in the Act, and in other applicable law, subject
to the limitations prescribed under applicable law and these bylaws.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. Powers, Number, and Term of Office.
(a) The property and affairs of the Corporation shall be managed and controlled by a
Board of Directors (the 'Board") and, subject to the restrictions imposed by law; by the
Amended Certificate of Formation and by these bylaws, the Board shall exercise all of the
powers of the Corporation.
(b) The Board shall consist of seven (7) directors, each of whom shall be appointed by
the City Council (the "City Council"). At least three (3) members of the Board shall be
persons who are not members of the City Council and who are not employees or officers
of the City.
(c) Directors shall serve staggered two (2) year terms with four (4) positions
commencing service during odd years and three (3) positions commencing service during
even years, effective July 1, or until a successor(s) is(are) appointed by the City Council.
(d) Any director may be removed from office by the City Council at any time without
cause.
(e) Any director or officer may resign at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein, or, if no time be specified, at the
time of its receipt by the City Manager, Economic Development Director, and/or City
Secretary. The acceptance of a resignation shall not be necessary to make it effective,
unless expressly so provided in the resignation.
(f) Any vacancy occurring on the Board through death, resignation or otherwise shall
be filled by appointment by the City Council and the director appointed to fill any such
vacancy shall serve the remainder of the unexpired term.
Section 2.02. Meetings of Directors. The directors may hold their meetings at such place
or places as the Board and/or the Economic Development Director determines; provided, however,
in the absence of any such determination by the Board and/or the Economic Development Director,
the meetings shall be held at the principal office of the Corporation as specified in Article V of
these bylaws.
Section 2.03. Notice of Meetings to Directors. Regular meetings of the Board shall be held
without the necessity of notice to directors at such time and places as shall be designated from time
to time by the Board. Special meetings of the Board shall be held whenever called by the president,
by a majority of the directors, by the City Manager, or by a majority of the City Council.
Section 2.04 Board Attendance. A director who is absent from three consecutive regular
meetings, or 25% of regularly scheduled meetings during the 12 -month period immediately
preceding and including the absence in question, without explanation acceptable to a majority of
the other members, must forfeit his or her position on the board.
Section 2.05. Open Meetings Act. All meetings and deliberations of the Board shall be
called, convened, held, and conducted, and notice shall be given to the public, in accordance with
the Texas Open Meetings Act, Chapter 551 of the Texas Government Code, as amended.
Section 2.06. Quorum. A majority of the entire membership ofthe Board of Directors shall
constitute a, quorum for the conduct of the official business of the Corporation. The act of a
majority of the directors present at a meeting at which a quorum is in attendance shall constitute
the act of the Board and of the Corporation, unless the act of a greater number is required by law.
Section 2.07. Conduct of Business.
(a) At the meetings of the Board, matters pertaining to the business of the Corporation
shall be considered in accordance with rules of procedure as from time to time prescribed
by the Board.
(b) At all meetings of the Board, the president shall preside; provided that in the
absence of the President, the Vice President shall preside; and further provided that in the
absence of the President and Vice President, the directors present at the meeting may
appoint a director to preside at such meeting.
(c) The secretary of the Corporation shall act as secretary of all meetings of the Board,
but in the absence of the secretary, the presiding officer may appoint any person to act as
secretary of the meeting.
Section 2.08. Committees of the Board. The Board may designate two (2) or more directors
to constitute an official committee of the Board to exercise such authority of the Board as may be
specified by Board resolution. It is provided, however, that all final, official actions of the
Corporation may be exercised only by the Board. Each committee so designated shall keep regular
minutes of the transactions of its meetings and shall cause such minutes to be recorded in books
kept for that purpose in the principal office of the Corporation.
Section 2.09. Compensation of the Directors. Directors shall not receive any salary or
compensation for their services as directors. However, they shall be reimbursed for their actual
expenses incurred in the performance of their official duties as directors.
Section 2.10. Ethics; Conflict of Interest. Directors shall strictly adhere to the Anna Code
of Ethics, as adopted and as may be amended by the City Council (the "Ethics Code"). In the
event that a director is aware that he/she has a conflict of interest under applicable law or Ethics
Code, with regard to any particular matter or vote coming before the Board, the director shall
bring the same to the attention of the Board and shall abstain from discussion and voting thereon.
Any director shall bring to the attention of the Board any apparent conflict of interest or potential
conflict of interest of any other director, in which case the Board shall determine whether a true
conflict of interest exists before any further discussion or vote shall be conducted regarding that
particular matter. The director about whom a conflict of interest question has been raised shall
refrain from voting with regard to the determination as to whether a true conflict exists.
Section 2.11. Ex -Officio Members. The Mayor and City Manager or their respective
designees, and any City Council member or other appropriate person or entity designated by the
Board may attend all meetings of the Board or committees, including but not limited to executive
or closed meetings, but shall not have the power to vote in the meetings unless such Council
member is also a -member of the Board. Their attendance shall be for the purpose of insuring
that information about the meetings is accurately recorded and communicated to the City
Council as may be appropriate and necessary.
ARTICLE III
OFFICERS
Section 3.01. Titles and Terms of Office.
(a) The officers of the Corporation shall be a president, a vice president, a secretary,
and a treasurer, and such other officers as the board may from time to time elect or appoint.
One person may hold more than one office, except that the president shall not hold the
office of secretary or assistant secretary. Terms of offices shall be one (1) year with the
right of an officer to be re-elected. Such officers shall be elected annually after annual
appointments or reappointments to the Board have been completed by the Council.
(b) All officers are subject to removal from office at any time by a vote of a majority
of the entire Board.
(c) A vacancy in the office of any officer shall be filled by a vote of a majority of the
directors.
Section 3.02. Powers and Duties of the President. The president shall be the presiding
officer of the Board, shall preside at all meetings of the Board, and may sign with the secretary in
the name of the Corporation, all contracts, conveyances, franchises, bonds, deeds, mortgages, notes
and other instruments, which the Board has approved, unless the execution of said document has
been expressly delegated to another officer or agent of the Corporation by resolution, a provision
of these bylaws, or statute.
Section 3.03. Vice President. The vice president shall have such powers and duties as may
be prescribed by the Board and shall exercise the powers of the president during that officer's
absence or inability to act. Any action taken by the vice president in the performance of the duties
of the president shall be conclusive evidence of the absence or inability to act of the president at
the time such action was taken.
Section 3.04. Secretary. The secretary shall keep the minutes of all meetings of the Board
in books provided for that purpose, shall give and serve all notices, may sign with the president in
the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances,
fi•anchises, bonds, deeds, mortgages, notes and other instruments of the Corporation, shall have
charge of the corporate books, records, documents and instruments, except the books of account
and financial records and securities, and such other books and papers as the Board may direct, all
of which shall at all reasonable times be open to public inspection upon application at the office
of the Corporation during business hours, and shall in general perform all duties incident to the
office of secretary subject to the control of the Board.
Section 3.05. Treasurer. The treasurer shall have the responsibility to see to the handling,
custody, and security of all funds and securities of the Corporation in accordance with these
bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the
Corporation, for collection or issuance, checks, notes and other obligations in or drawn upon such
bank, banks or depositories as shall be designated by the Board consistent with these bylaws. The
treasurer shall see to the entry in the books of the Corporation full and accurate amounts of all
monies received and paid out on account of the Corporation. The treasurer shall, at the expense of
the Corporation, give such bond for the faithful discharge of his/ her duties in such form and
amount as the Board or the City Council may require.
Section 3.06. Board Positions. The president, the vice president, and the secretary shall be
named from among the members of the Board. The Treasurer may, at the option of the Board, be
persons other than members of the Board, and may be employees of the City.
Section 3.0'7. Compensation. Officers who are members of the Board shall not receive any
salary or compensation for their sei vices, except that they shall be reimbursed for their actual
expenses incurred in the performance of their official duties as officers.
Section 3.08. Economic Development Director. The Economic Development Director shall
be a full-time employee of the City and shall be the chief administrative officer of the Corporation,
responsible for all daily operations and implementation of Board policies and resolutions. The
Economic Development Director shall be appointed and managed by the City Manager. The
Economic Development Director shall attend all called Board meetings and perform those duties
and functions, as the Board shall prescribe.
ARTICLE IV
FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 4.01. General Corporate Duties and Authority.
(a) In carrying out its purposes, the Corporation shall be authorized to exercise all
rights and powers granted under its Amended Certificate of Formation, in the Act, and in
other applicable law, subject to the limitations prescribed therein and herein and to the
provisions thereof and hereof, as well as the purposes set out in the voted proposition.
(b) Any and all agreements between the Corporation and other parties shall be
authorized, executed, approved, and delivered in accordance with applicable law; provided,
that, prior to the authorization or execution of any such agreement a copy thereof shall be
provided to the City.
(c) Unless otherwise approved by the City Council in accordance with Section 4.05(c)
of this Article, all construction and other contracts let or entered into by the Corporation
shall be let or entered into in accordance with the laws applicable to the letting or entering
into of contracts by the City.
Section 4.02. Annual Corporate Budget.
(a) At least sixty (60) days prior to the commencement of each fiscal year of the
Corporation, the Board shall adopt a proposed budget of expected revenues and proposed
expenditures for the next ensuing fiscal year. The budget shall contain such classifications
and shall be in such form as may be prescribed from time to time by the City Manager. The
budget shall not be effective until the same has been approved by the City Council.
(b) The annual budget shall be adopted at the fund level and amendments within the
fund can be made and approved by the Economic Development Director. Any amendments
that would result in an increase of total adopted expenditures shall be approved by the
Board and City Council.
Section 4.03. Books Records Audits.
(a) The Corporation shall keep and properly maintain, in accordance with generally
accepted accounting principles, complete books, records, accounts, and financial
statements pertaining to its corporate funds, activities, and affairs.
(b) At the direction of the City Council, the books, records, accounts and financial
statements of the Corporation may be maintained for the Corporation by the accountants,
staff, and personnel of the City.
(c) The Corporation, or the City if the option described in subsection (b) is selected,
shall cause its books, records, accounts, and financial statements to be audited at least once
each fiscal year by an outside, independent, auditing and accounting film selected by the
City. Such audit shall be at the expense of the Corporation.
Section 4.04 Deposit and Investment of Corporate Funds.
(a) All proceeds from loans or from the issuance of bonds, notes, or other debt
instruments ("Obligation") issued by the Corporation shall be deposited and invested as
provided in the resolution, order, indenture, or other documents authorizing or relating to
their execution or issuance.
(b) Subject to the requirements of contracts, loan agreements, indentures, or other
agreements securing Obligations, all other monies of the Corporation, if any, shall be
deposited, secured, and/or invested in the manner provided for the deposit, security, and/or
investment of the public funds of the City. The Board shall designate the accounts and
depositories to be created and designated for such purposes, and the methods of withdrawal
of funds therefrom for use by and for the purposes of the Corporation upon the signature
of its treasurer and such other persons as the Board shall designate. The accounts,
reconciliation, and investment of such funds and accounts shall be performed by the
Department of Finance of the City.
Section 4.05. Expenditures of Corporate Money. The monies of the Corporation, including
sales and use taxes collected by the Corporation, monies derived from rents received from the lease
or use of property, the proceeds from the investment of funds of the Corporation, the proceeds
from the sale of property, and the proceeds derived from the sale of Obligations, may be expended
by the Corporation for any of the purposes authorized by the Act, subject to the following
limitations:
(a) Expenditures from the proceeds of obligations issued or incurred by the Corporation
shall be identified and described in the orders, resolutions, indentures, or other agreements
submitted to and approved by the City Council prior to the execution of loan or financing
agreements or the sale and delivery of the Obligations to the purchasers thereof required
by Section 6 of this Article;
(b) Expenditures that may be made from a fund created with the proceeds of obligations,
and expenditures of monies derived from sources other than the proceeds of obligations
may be used for the purposes of financing or otherwise providing one or more "Projects,"
as defined in applicable provisions of the Act, or other authorized purposes of the
Corporation. The specific expenditures shall be described in a resolution or order of the
Board and shall be made only after approval thereof by the City Council unless such
expenditures are set forth in the annual budget required by Section 2 of this Article or in
contracts meeting the requirements of Section 1 (d) of this Article;
(c) All other proposed expenditures shall be made in accordance with and shall be set forth
in the annual budget required by Section 4.02 or in contracts meeting the requirements of
Section 4.01 (c) of this Article or the City's Financial Policies; provided, however, that any
expenditure for Goods or Services costing $50,000 or more shall not be required to be
completely bid or otherwise let or governed under Chapter 252 and/or Chapter 271 of the
Texas Local Government if such expenditure has received approval of the City Council by
duly adopted resolution.
(d) The Corporation may spend no more than ten percent (10%) of the corporate revenues
for promotional purposes and may contract with others to carry out programs consistent
with the purposes and duties set out in these bylaws and as set out by the Act. Unexpended
revenue specifically set aside for promotional purposes in past years may be expended
without violating the ten percent (10%) cap. The City Council may oversee expenditures
in any manner authorized by the Act.
Section 4.06. Fiscal Policy. The Corporation will adhere to the City's Financial Policy to
guide the overall financial condition and operations of the Corporation.
Section 4.07. Issuance of Obligations. No obligations, including refunding obligations,
shall be authorized or sold and delivered by the Corporation unless the City Council shall approve
such obligations by action taken no more than 60 (sixty) days prior to the date of delivery of such
obligation or refunding obligations.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Principal Office.
(a) The principal office and the registered office of the Corporation shall be 111 N.
Powell Parkway, Anna, TX 75409.
(b) The Corporation shall have and shall continually designate a registered agent at its
registered office, as required by the Act.
Section 5.02. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year
of the City.
Section 5.03. Seal. The seal of the Corporation shall be as determined by the Board.
Section 5.04. Approval or Advice and Consent of the City Council. To the extent that these
bylaws refer to any approval by the City or refer to advice and consent by the City Council, such
advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly
adopted by the City Council.
Section 5.05. Services of City Staff and Officers. The Corporation shall have the right to
utilize the services of the City Attorney, the City Secretary, and City Manager, provided (i) that
the Corporation shall pay reasonable compensation to the City for such services, and (ii) the
performance of such service does not materially interfere with the other duties of such personnel
of the City.
Section 5.06. Indemnification of Directors, Officers and Employees.
(a) As provided in the Act and in the Amended Certificate of Formation, the
Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101,
Texas Civil Practices and Remedies Code), a governmental unit and its actions are
governmental functions.
(b) The Corporation shall indemnify each and every member of the Board, its officers,
and its employees, and each member of the City Council and each employee of the City,
to the fullest extent permitted by law, against any all liability or expense, including
attorneys' fees, incurred by any of such persons by reason of any actions or omissions that
may arise out of the functions and activities of the Corporation.
(c) The Corporation may purchase and maintain insurance for the Corporation and on
behalf of any person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director, officer, employee,
agent or similar position, against any liability asserted against him or her or incurred by
him or her in such capacity or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against that liability under the
Business Corporation Act Article 2.02-1. If such insurance is obtained, the insurance may
be procured, maintained or established with an insurer deemed appropriate by the Board of
Directors. In the absence of fraud, the judgment of the Board of Directors as to the terms
and conditions of the insurance shall be conclusive.
Section 5.07. Interpretation of Bylaws. These bylaws and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase,
clause, sentence, paragraph, section or other part of these bylaws, or the application thereof to any
person or circumstance, shall ever be held to be invalid or unconstitutional by any court of
competent jurisdiction, the remainder of these bylaws and the application of such word, phrase,
clause, sentence, paragraph, section or other part of these bylaws to any other person or
circumstance shall not be affected thereby.
ARTICLE VI
EFFECTIVE DATE, AMENDMENTS
Section 6.01. Effective Date. These bylaws shall become effective upon the occurrence of
the following events:
(a) the approval of these bylaws by the City Council; and
(b) the adoption of these bylaws by the Board.
Section 6.02 Amendments to Bylaws. These bylaws may be amended at any time and from
time to time by majority vote of the Board of Directors with approval of the City Council.
These amended bylaws were duly adopted by the Board at a duly noticed public meeting on the
* ' day of (3M lo�C , 2019.
EVAURIM"
Anthony Richardson
President of CDC
I.VWJW� of 1
Rocio Gonzalez
Secretary of CDCU