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HomeMy WebLinkAboutResolution No. 2015-078CITY OF THE COLONY, TEXAS RESOLUTION NO. 2015- 0-1 S A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING AN AMENDMENT TO THE BYLAWS OF THE COLONY ECONOMIC DEVELOPMENT CORPORATION, A TYPE A ECONOMIC DEVELOPMENT CORPORATION; AND PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE. WHEREAS, The Colony Economic Development Corporation is a Type A economic development corporation, created pursuant to Chapter 504 of the Texas Local Government Code, as amended; and WHEREAS, Section 501.064(c) of the Texas Local Government Code provides that the bylaws and each amendment of the bylaws must be consistent with state law, and with the certificate of formation of the corporation, and be approved by resolution of the City Council of the City of The Colony, Texas; and WHEREAS, the Board of Directors desire to amend the Bylaws as set forth herein, subject to the approval of the City Council of the City of The Colony, Texas. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That the foregoing recitals are hereby found to be true and correct legislative findings of the City Council of the City of The Colony, Texas, and are fully incorporated into the body of this Resolution. Section 2. That the City Council of the City of The Colony, Texas, does hereby approve the form of the Amendment to the Bylaws of The Colony Economic Development Corporation, a copy of which is attached hereto as Exhibit A. Section 3. This Resolution shall become effective from and after its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, ON THIS THE 17`h DAY OF NOVEMBER, 2015. APPROVED: e McCourr , Mayor ATTEST: CT-'�.X-*� Christie Wilson, City Secretaryui APPROVED AS TO FORM: Jeff M 0 , City Attorney Exhibit A Amendment to Bylaws of the The Colony Economic Development Corporation AMENDED BYLAWS OF THE COLONY ECONOMIC DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1. Purpose. The Corporation is incorporated for the purposes set forth in Article VI of the Articles of Incorporation, the same to be accomplished on behalf of the City of The Colony, Texas (the "City") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act, as amended, Chapters 501 to 505 of the Texas Local Government Code, as amended, ("Act'), and other applicable laws. Section 2. Powers. In the fulfillment for its corporate purpose, the Corporation shall be governed by Chapter 504 of the Act, and shall have all of the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 1. Powers, Numbers and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") and, subject to the restrictions imposed by law, by the Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of five (5) directors, each of whom shall be appointed by the City Council (the "Council') of the City. The Directors serve at the pleasure of the City Council. The Council shall consider the experience, accomplishments and educational background of persons to be appointed to the Board to ensure that such persons may contribute to the success of the "Purpose" of The Colony Economic Development Corporation (the "TCEDC") as stated in Article VI of the Articles of Incorporation. Each director shall be a resident of the City. (c) The directors constituting the first Board shall be those directors named in the Articles of Incorporation. Two (2) members of the first Board shall serve terms of two (2) years, two (2) shall serve terms of three (3) years and one (1) member shall serve for a term of one (1) year. The respective terms of the initial Board shall be determined by drawing. Thereafter, each successor member of the Board shall be appointed and shall serve for three (3) years or until his or her successor is appointed as hereinafter provided. Amended Bylaws 10-14-2015 - The Colony Economic Development Corporation Page 1 (d) Any director may be removed from office by the City Council at anytime for cause or at will. (e) Although the responsibility for appointment of Directors rests solely with City Council, the City Council selection process for the Directors shall involve the Director of Economic Development (the "Director") who shall be included in the interviews for appointments and reappointments to the Board and for interviews of applicants to fill vacancies on the Board. Section 2. 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 as specified in Article V of these Bylaws. Section 3. Notice of Meetines. (a) Regular meetings of the Board shall be held without the necessity of written notice to the Directors at such times and places as shall be designated from time to time by the Board. Special Meetings of the Board shall be held whenever called by the president, by the vice president, by the secretary, by a majority of the Directors, by the Mayor of the City or by a majority of the City Council. Nothing contained in this Section 3 shall vitiate the notice requirements contained in Section 4 hereafter. (b) The Board secretary shall give notice to each Director of each special called meeting in person or by U.S. mail, electronic mail or telephone, at least two (2) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a special meeting. At any meeting at which every Director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon consistent with applicable law. (c) Whenever any notice is required to be given to the Board, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed envelope addressed to the person entitled thereto at his or her post office address as it appears on the books of the Corporation or said notice shall be deemed sufficient if sent by electronic mail to the person entitled thereto at his or her electronic mail address as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing or electronic mailing. 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 expressed 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 at nor the purpose of any Amended Bylaws 10-14-2015 - The Colony Economic Development Corporation Page 2 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. Section 4. 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, Texas Government Code, Chapter 551, as amended. Section 5. Quorum. A majority of the directors shall constitute a quorum for the conduct of 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 6. 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, and in the absence of the President, the Vice -President shall exercise the powers of the President and in the absence of the President and Vice -President the Secretary shall exercise the powers of the President. (c) The Secretary of the Board 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 7. 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 in the resolution. There may be standing committees of the Board, as the Board may from time to time establish. Each such committee shall be composed of no more than two (2) Directors and such other persons as may be chosen by the Board for their respective abilities and experience. The Board may delegate to any committee such authority the Board deems necessary or desirable provided that such delegation is specified in the Board meeting minutes duly adopted by the Board. 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. Amended Bylaws 10-14-2015 - The Colony Economic Development Corporation Page 3 Section 8. Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, Directors shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. 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 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. Terms of the office shall be one (1) year ending December 31St with the right of an officer to be re-elected. (b) All officers shall be subject to removal from office at any time by a vote of the majority of the entire Board. (c) A vacancy in any officer position shall be filled by majority vote of the entire Board. Section 2. Powers and Duties of the President. The president shall be the chief executive officer of the Corporation, and, subject to the paramount authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, shall preside at all meetings of the Board, and may sign and execute all contracts, conveyances, franchises, deeds assignments, and other instruments in the name of the Corporation. Section 3. Vice President. The vice president shall have such powers and duties as may be 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 4. 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, and other obligations in or drawn upon such bank or banks of depositories as shall be designated by the Board consistent with these Bylaws. Section 5. Secretary. The secretary 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 if the vice president is absent or unable to act for the Amended Bylaws 10-14-2015 - The Colony Economic Development Corporation Page 4 president. The secretary shall keep the minutes of all meetings of the Board in books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, deeds, assignments, and other instruments of the Corporation, shall have charge of the corporate books, records documents and instruments, except the papers as the Board may direct, all of which shall at all reasonable time to 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 6. Officer Selection. The president, each vice president, and the secretary shall be named from among the members of the Board. The treasurer and any assistant secretaries may be persons other than members of the Board, including employees of TCEDC or the City. Section 7. Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Section 8 Personnel. The Corporation may establish full-time and /or part-time personnel positions. Personnel positions so established shall be reflected in the Annual Corporation Budget approved by the Board. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. Annual Comorate Budget. At least prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures of the next ensuing fiscal year. Section 2. Books, Records. Audit. (a) The Corporation shall be kept and properly maintained, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statement pertaining to its corporate funds, activities, and affairs. (b) 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. (c) All books, records, accounts and financial statements shall be subject to the Public Information Act, Texas Government Code, Chapter 552, as amended. Amended Bylaws 10-14-2015 - The Colony Economic Development Corporation Page 5 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 or by the City for the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to the issuance. (b) All other monies of the Corporation 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 methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation shall be made according to the procedures used by the City to withdraw public funds. Section 4. Expenditures of Corporate Money. (a) The monies of the Corporation, including sales and use taxes collected pursuant to Chapter 504 of the Development Corporation Act, monies derived from the repayment of loans, rents received from the lease or use of property, the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property may be expended by the Corporation for any of the purposes authorized by the Development Corporation Act, subject to the following limitations: (i) Expenditures may be for the purposes of financing or otherwise providing one or more "Project," as defined in the Act. The specific expenditures shall be described in a resolution or order of the Board, and within an incentive agreement, if applicable, and shall be made only upon affirmative vote of three (3) of the five (5) directors present at such meeting. (ii) By resolution adopted by the City Council of the City, the following guidelines shall apply to expenditures of the monies of the corporation: a. In accordance with the provisions of Article IV, § 4 (a) (i), of these Bylaws the Board may exercise its authority to expend corporation monies on projects without specific approval of the City Council for expenditures up to One Hundred Thousand and no/100 dollars ($100,000.00) per project, and an aggregate expenditure on all projects not to exceed Five Hundred Thousand and no/100 dollars ($500,000.00) in any given fiscal year. b. If any expenditure for any single project exceeds the above guidelines, or if the aggregate expenditures for the fiscal year Amended Bylaws 10-14-2015 - The Colony Economic Development Corporation Page 6 exceeds the above guidelines, then the expenditures shall be made only after the approval thereof by the City Council. (iii) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 1 of this Article. Section 5. Issuance of Obligations. No obligations including refunding obligations shall be sold and delivered by the Corporation unless the City Council shall have approved such obligations by action taken no more than sixty (60) days prior to the date of the sale of the obligation. Section 6. Conflict of Interest. A Director, an officer, or member of the City Council, or a person related to any of the forgoing in the first degree by consanguinity or affinity may not lend money to or borrow money from the Corporation or otherwise transact business with the Corporation. The Corporation may not lend money to or borrow money from or otherwise transact business with a Director, an officer, or member of the City Council, or a person related to any of the forgoing in the first degree by consanguinity or affinity. Section 7. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purposes of the Corporation. ARTICLE V MISCELLANEOUS PROVISIONS Section 1. Principal Office. (a) The principal office of the Corporation shall be the registered office of the Corporation specified in the Articles of Incorporation. The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Act. Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 3. Seal The seal of the Corporation shall be as determined by the Board. Section 4. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and signed by the director or officer submitting the resignation, and shall take effect at the time specified therein, or, if no time be specified, Amended Bylaws 10-14-2015 - The Colony Economic Development Corporation Page 7 at the time of its receipt by the President, Secretary or Director of Economic Development. The acceptance of a resignation shall not be necessary to make it effective. Section 5. _Approval or Advice and Consent of the City Council. The consent or approval by the Council when required shall be evidenced by a certified copy of a resolution, order, or motion duly adopted by the City Council. Section 6. Indemnification of Directors Officers and Employees (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices & Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each member of the Board, its officers, and its employees, to the fullest extent permitted by law, against any and all liability or expense, including attorney's 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. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 1. Effective Date: These bylaws shall become effective upon the occurrence of the following dates: (1) the adoption of these Bylaws by the Board; and (2) The approval of these Bylaws by the City Council. Section 2. Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation and the Bylaws may be amended only in the manner provided in the Articles of Incorporation and the Development Corporation Act. Amended Bylaws 10.14-2015 - The Colony Economic Development Corporation Page 8 EXECUTED this the d 10 ay of—i 1..Q[PIK 2015 I certify that I am the duly elected and acting secretary of The Colony Economic Development Corporation and that these amended Bylaws constitute the Corporation's Bylaws. These Amended Bylaws were duly adopted at a meeting of the Board of Directors held on October 14 2015, and were duly approved by the City Council at a meeting held on November 17, 2015. Dated: 12 / ID 2015. Name: Femi Omonije Secretary of the Corporation ADOPTED 1992 AMENDED OCTOBER 5, 1998 AMENDED OCTOBER 1, 2001 AMENDED MAY 1, 2006 AMENDED OCTOBER 14, 2015 Amended Bylaws 10-14-2015 - The Colony Economic Development Corporation Page 9