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HomeMy WebLinkAboutResolution No. 01-30 ORIGINAL CITY OF THE COLONY, TEXAS RESOLUTION NO. ~/_ ,~f) A RELSOLUTION OF THE CITY COUNCIL OF THE CITY OF ~ COLONY, TEXAS, AUTHORIZING AND DIRECTING AN AMENDMENT TO THE BYLAWS OF THE COLONY ECONOMIC DEVELOPMENT CORPORATION WHEREAS, The Colony Economic Developmem Corporation (the "Corporation") was created by the City Council of the City of the Colony, Texas (the "City") pursuant to the Developmem Corporation Act of 1979, TEX.REV. CIV. STAT.ANN., art. 5190.6 as amended (the "Act"), and in particular, Section 4A of the Act, as an instrumentality of the City; and WHEREAS, the Board has submitted a request for approval by the city Council of an amendment to the Bylaws to give the authority to the Board to approve economic development incentive up to and including an amount of $100,000 per project, and the aggregate of projects not to exceed $500,000 in a fiscal year without specific City Council approval, and WHEREAS, the Board has submitted a request for approval by the City Council of an amendment to the Bylaws to require the affirmative vote of three (3) of the five (5) directors before corporation monies are expended in accordance with the provision of this Resolution; and WHEREAS, the City Council has determined that it is in the best imerests of the City and the Corporation to establish the above provisions for regulating the expenditure of monies by the 4A Corporation Board of Directors. NOW, THERFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That all of the above premises are found to be true and correct and are incorporated into the body of this resolution as if copied in their entirety. Section 2. That Article II and Article IV, Section 5 of the Bylaws of the Corporation be amended as set forth in Exhibit "A" attached hereto. Section 3. That the City Council has found and determined that the meeting at which this resolution is considered is open to the public and that notice thereof was given in accordance with the provisions of the Texas Open Meetings Law; eh. 551. TEXGOV'T.CODE ANN., AS 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 Four of its 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 of 1979, as amended, Tex. Rev. Civ. Stat. Ann. Art. 5190.6, as amended, ("Act"), and other applicable laws. Section 2. Powers. In the fulfillment for its corporate purpose, the Corporation shall be governed by Section 4A 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 Offi~. (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. As a general guideline, the directors should be representative of the following: (1) one (1) director from the City Council; (ii) one (1) director from The Colony Chamber of Commerce; (iii) three (3) directors at-large; and (iv) a majority of the five (5) directors shall be residents of the City of The Colony. (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 of until his or her successor is appointed as hereinffier provided. (d) Any director may be removed from office by the Council at will (e) The Board of Directors may appoint one (1) member of the board of directors of The Colony Community Development Corporation (the "4B Corporation") to serve as an ex-officio member or the Board. Such appointment or designation shall be in accordance with and subject to the following: (i) The term of any person so appointed or designated shall be concurrent with the term of the president of the Board (or, in the case of the first such appointment, with the then remaining term of the president). In the event the person so appointed or designated resigns or is removed from the board of directors of the 4B Board, the person's term as ex-officio member of the Board shall terminate upon such resignation or removal. (ii) Any person so appointed or designated may be removed from the position of ex-officio member by the Board of Directors at will. (iii) Any person so appointed or designated shall be entitled to notice of and to attend all meetings of the Board; provided, however, that in the event the Board meets in closed session pursuant to Texas law, the Board may require the person so appointed or designated to be excluded from such closed session. (iv) An ex-officio member is not entitled to "vote." 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 Meetings. (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 secretary, by a majority of the directors, by the Mayor of the City of by a majority of the City Council. Nothing contained in this Section 3 shall vitiate the notice requirements contained in Section 4 herea~er. (b) The secretary shall give notice to each director of each Special Meeting in person or by mail, telephone or telegraph, 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. (e) Whenever any notice is required to be given to the Board, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address as it appears on the books of the Corporation, and such notice shall be deemed to have been give on the day of such 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 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 at 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 of at~er 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, Article 6252-17, Tex. Rev. Civ. Stat. Ann., 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 director present at a meeting at which a quorum is in attendance shall constitute the act of thee C~_r_a_t_ion?~)~ss the act ora greater number is required .... '. ~ 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 roles of procedure as from F:~la~c. Thp C~nlcmxz g't'nnomie Fle~einnmpnt ~nrnnr~tinn l~op '1 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. (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 7. Committees of the Board. The Board may designate two or more directors to constitute an official committee of the board to exercise such authorityofthe Board as may be specified in the 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 $. Compensatio.n of Directors. Directors shall not receive any salary of compensation for their services as directors. However, they 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 with the fight 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 the office on any office shall be filled by a vote of a majority of the directors. The/~alnnv Prnnnmir Doazolt~r~mont (~r~rr~rntinn Pno~/I Section 2. Powers and Duties of the President The president shall be the chief executive office 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. Tre~urer. 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 shall he designated by the Board consistent with these Bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The treasure shall, at the expense of the Corporation, give such bond for the faithful discharge of his duties in such form and amounts as the Board or the Council may require. Section 5. 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, 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. 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, at the option of the Board, be persons other than members of the Board, but they may be employees of 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 reimbursed for their actual expenses incurred in the performance of their duties hereunder. Other officers may be compensated as directed by the Board. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. General Development Plan (a) The Board shall research, develop, prepare, arid submit to the Council for its approval, an economic development plan for the City, which shall include proposed m,thods and the expected costs of implementation. The plan shall include both short-term and long-term goals for the economic development of the City, proposed methods for the elimination ofun~,aployment and underemployment, and the pro~aotion of employment,.through !he expansion and development of sound industrial, manufacturing, and retail base within the City. (b) The Board shall review and update the plan each year prior to submission of the annual budget required by other provisions of these bylaws. Section 2. ,Annual Corporate Budget. At least 60 days prior to the commencement of each risc, al year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures of the next ensuing fiscal year. Tho Onlnnv leennntnle 13oxroir~nmont Onrnnrntlnn Paoo Fi Section 3. Books, Records, Audit. (a) The Corporation shall be keep and properly maintain, 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. A quarterly financial statement of the Corporation shall be published in a local newspaper. (c) All books, records, accounts and financial statements shall be subject to The Open Records Act, V.A.C.A. art. 6252-17a. Section 4. Deposit and Investment of Co.rporate funds (a) Ail 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 Board shall designate the accounts and depositories to be created 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. Section 5. Expenditures of Corporate Money. (a) The monies of the Corporation, including sales and use taxes collected pursuant to Section 4A of the Act, monies derived from the repayment of loans, rents received from the lease or use of property, the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: xpenditures may be for the purposes or otherwise one or more "Projects," as defined in the Act. Tho ~r'~t~lr~n,a l~r-r~nnmir- FIoarolr~rtm~nt ~nrtar~r~ti~n 1:~o~ T (iii) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 2 of this Article. 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 shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the president of secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5. Approval or Advice and Consent of the Council. To the extent that consent by the Council, such approval, or advice and consent, shall be evidenced by a certified copy of a resolution, order, or motion duly adopted by the Council. Section 6. Indemnification of Directors, Officers and Employees. l:lvlaw~. Tho f'nlnnv Frnnnmir Bovolnnmont ~nrr~nratlnn P~oo R (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subehapter 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 Council and each employee of the City, to the fullest extent permitted by law, against any and 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. ARTICLE IV 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 Incorporati0n and Bylaws. The Articles of Incorporation of the Corporation and these Bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act EXECUTED this day of ,1992. Secretary ADOPTED 1992 AMENDED OCTOBER 5, 1998 The/~nlnnv l~r'nnt~mie l-k~olnnmont f'~nrnnrntinn Pnoo O Section 4. That this Resolution shall be effective as of the date of passage. PASSED AND APPROVED this /~ day of ,01~ 2001. Mayor ATTEST: :~, Patti A. Hicks, TRMC, City Secretary APPROVED AS TO FORM: ~'~ttom~y ~ .... [