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HomeMy WebLinkAboutResolution No. 2012-002CITY OFT E COLONY, 'T'EXAS RESOLUTION NO.2012- , A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING BYLAWS FOR EE THE COLONY BEAUTIFUL; PROVIDING A SEVE BILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on May 3, 2011, the City Council of the City of The Colony, Texas, approved an ordinance establishing Deep The Colony Beautiful Board; and WHEREAS, the Keep The Colony Beautiful Board is established for the purpose of advising, assisting, sponsoring, and promoting activities that bolster beautification efforts throughout the City of The Colony, Texas; and WHEREAS, the City Council of the City of The Colony, Texas, hereby finds and determines that the adoption of this Resolution is in the best interests of the citizens of the City. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: SECTION 1. The findings set forth above are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2. The City Council hereby approves the Bylaws of Deep The Colony Beautiful, a copy of which is attached hereto as Exhibit , and is incorporated herein for all purposes. SECTION 3. If any section, article paragraph, sentence, clause, phrase or word in this Resolution, or application thereto to any persons or circumstances, is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Resolution; and the City Council hereby declares it would have passed such remaining portions of this Resolution despite such invalidity, which remaining portions shall remain in full force and effect. SECTION 4. This Resolution shall become effective from and after its date of passage in accordance with law. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 17th day of January , 2012. Mayor ATT S A,a# lt U- i€istie Wilson, City Secretary - Pane 2 Exhibit A Bylaws of Keep The Colony Beautiful Page 3 BYLAWS OF EP THE COLONY BEAUTIFUL ARTICLE I PURPOSE AND POWERS Section 1. Purpose. The Corporation is incorporated for the purposes set forth in Article VI of its Certificate of Formation, the same to be accomplished on behalf of the City of The Colony, Texas, a Texas home-rule municipality (hereinafter referred to as the "City"). Section 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by titles I and 2 of the Texas Business Organizations Code, as amended (Sections 1.001 to 23.110 of the Texas Business Organizations Code) (hereinafter referred to as the "Code"), and shall have all of the powers set forth and conferred in its Certificate of Formation, in the Code, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. Section 3. Board Action. Any and all action taken by the Deep The Colony Beautiful Board must have council authorization/approval prior to taking said action. ARTICLE II BOA OF DIRECTORS Section 1. Powers Number and Terra of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (hereinafter referred to as 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 six (b) directors, each of whom shall be appointed by the City Council (hereinafter referred to as the "City Council") of the City. (c) The directors constituting the first Board shall be those directors named in the Certificate of Fonnation. The respective initial terms of the Board are set forth in the Certificate of Formation. Thereafter, each successor member of the Board shall be appointed and serve for two (2) years or until his or her successor is appointed as hereinafter provided. (d) Any director may be removed from office by the City Council at any time without cause. Section 2. Annual, Regular and Special Meetings of Directors. The Annual meeting of the Board shall be held during the month of June each year. The Board shall designate the time and location of the annual meeting which shall be held at the principal offices of the Corporation. The directors shall hold their Regular meetings at such place or places 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. Special meetings of the Board shall be held whenever called by the president, by a majority of the directors, by the Mayor of the City, or by a majority of the City Council. The person or persons calling a Special meeting shall notify the secretary of the Corporation of the information required to be included in the notice of the meeting. In addition to the posting ofa meeting notice in accordance with these Bylaws, a copy of each such meeting notice shall be delivered to each director not less than seventy-two (72) hours before the time of the meeting. A meeting notice shall be deemed delivered to any director when deposited in the United States mail addressed to the director at his or her address as it appears on the records of the Corporation. Such additional notice may be waived in writing by a director at any time either before or after the time of the meeting and such additional notice shall be deemed waived by attendance. Section 3. Notice and Open Meetings Act. The Board shall be considered a "governmental body" within the meaning of Section 551.001 of the Texas Government Code, as amended, and notice of each meeting and deliberation shall be given to the public in accordance with the provisions of Chapter 551 of the Texas Government Code (The Texas Open Meetings Act), as amended. Section 4. Quorum and Voting. A majority of the 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. A director may not vote by proxy. Directors must be present in order to vote at any meeting. Regular attendance at the Board meetings is required of all directors. The following number of absences shall constitute the basis for replacement of a director. Three (3) consecutive unexcused absences from meetings of the Board shall cause the position to be considered vacant. Section 5. 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. (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 6. Committees of the Board. The Board may designate not more than two (2) directors to constitute an official committee of the Board, with such other non-Board members of the committee as may be appointed by the Board, to exercise such authority of the 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 2 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 7. Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. They shall be reimbursed, however, for actual expenses incurred in the performance of their duties hereunder. Section 8. 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 of formation, these Bylaws, contracts entered into with the City, and budget and fiduciary responsibilities. Such policies and directives are subject to approval by the City Council. 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. The City Council may approve such request for assistance from the Board when City Council 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. ARTICLE III OFFICERS Section 1. Titles and Tenn 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 office shall be one (1) year 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 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. President. The president shall be a member of the Board, shall preside at all meetings of the Board, and may sign and execute contracts and other legal instruments in the name of the Corporation as approved by the Board, and City Council. Section 3. Vice President. The vice president shall be a member of 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 be a member of the Board and 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 and statutes governing corporations formed under the Code. Upon the approval of the Board, and the City Council, 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 or 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 accounts of all monies received and paid out on account of the Corporation. The City Council may require that the treasurer, at the expense of the Corporation, give a bond for the faithful discharge of his duties in such form and amount as the City Council may require. The City Manager or his or her designee may serve as an Assistant Treasurer for the purposes of handling, custody, and security of all funds and securities of the Corporation, and to assist the Treasurer in performing the duties of Treasurer. Section 5. Secretary. The secretary shall be a member of the Board, and 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 upon the approval of the Board in the name of the Corporation, and/or attest to the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes 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 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 6. Compensation. Board members shall be reimbursed for actual expenses incurred in the performance of their duties hereunder, as are approved by the Board. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. Annual Corporate Budget. At least thirty (30) days prior to the commencement of each fiscal year of the Corporation (which is co-extensive with the City's fiscal year), the Board shall adopt a proposed budget of expected revenues and proposed expenditures of 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 Mayor for inclusion with the annual budget submitted to the City Council. The budget shall not be effective until the same has been approved by the City Council. Section 2. Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) The books, records, accounts, and financial statements of the Corporation shall be maintained for the Corporation by the City. In such event, the Corporation shall pay to the City reasonable compensation for such services. (c) The City shall cause the Corporation's books, records, accounts, and financial statements to be audited at least once each fiscal year by an outside, independent, auditing and 4 accounting firm selected by the City. Such audit shall be at the expense of the City. Section 3. Deposit and Investment of Corporate Funds. (a) All proceeds from the issuance of bonds, notes, or other debt instruments (hereinafter referred to as "Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to the issuance. No debt shall be issued without prior city council approval. (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 accounts, reconciliation, and investment of such funds and accounts shall be performed by the City. The Corporation shall pay reasonable compensation for such services by the City. Section 4. Expenditures of Corporate Money. The monies of the Corporation, including, but not limited to, monies derived frorn the repayment of loans, rents received from the lease or use of property, proceeds from the investment of funds of the Corporation, proceeds from the sale of property, and proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Certificate of Formation. Section 5. Contracts for Service. The Corporation may 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. Such designated tasks may include, but not be limited to, project conceptual ization/feasibility studies and project analysis. Furthermore, 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 herein set forth. An administrative services agreement may be executed between the Board and the City Council for the services provided and compensated as provided for herein. ARTICLE Y MISCELLANEOUS PROVISIONS Section 1. Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Certificate of Formation. (b) The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Code. Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 3. 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 or secretary. The acceptance of a resignation 5 shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 4. 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 S. Services of City Staff and Officers. Subject to approval from the City Council, the Corporation shall have the right to utilize the services of the City Attorney, the City Secretary, and departments of the City, provided (a) that the Corporation shall pay reasonable compensation to the City for such services, and (b) the performance of such services does not materially interfere with the other duties of such personnel of the City. Section 6. Indemnification of Directors, Officers and EMplo ewes. To the extent allowed by law, the City shall indemnify each and every member of the Board, its officers, its employees, its attorneys, 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 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. Section 7. Legal Construction. These Bylaws shall be construed in accordance with the laws of the State of Texas. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. In the event of any conflict between the applicable provisions of such Code and these Bylaws, then the applicable provisions of the Code shall control. Section S. Severability, If any provision or section of these Bylaws 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. Section 9. Headinjzs. The headings used in these Bylaws are used for convenience only and shall not be considered in construing the terms of the Bylaws. Section 10. Parties Bound. The Bylaws shall be binding upon and inure to the benefit of the directors, officers and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors and assigns, except as otherwise provided herein. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 1. Effective Date. These Bylaws shall become effective upon the occurrence of all of the following events:. (a) the recommendation of these Bylaws to the City Council; 6 (b) the approval of these Bylaws by the City Council; and (c) the approval and adoption of these Bylaws by the Board. Section 2. Amendments to Certificate of Formation and Bylaws. The Certificate of Formation of the Corporation, and these Bylaws may be amended only in the manner provided in the Code. CERTIFICATE OF SEC RE TARS' I certify that I am the duly elected and secretary of the Keep The Colony Beautiful, and the foregoing Bylaws constitute the Bylaws of the Corporation. These Bylaws were duly adopted at a meeting of the Board of Directors held on this the day of , 2012 as approved by the City Council of the City of The Colony, Texas, at a meeting held on the day of , 2012. Signed this the day of , 2012.. Secretary of the Corporation 7