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HomeMy WebLinkAboutR-4154-5-25Resolution No. 4154-5-25(R), Page 2 EXHIBIT “A” (Amended and Restated Bylaws to be attached) Page 1 4907-8124-9847 AMENDED AND RESTATED BYLAWS OF ALLEN 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 Allen, 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 codified at Chapters 501-505 of the Texas Local Government Code, as amended (the “Act”), as amended, and other applicable laws. Section 2. Powers. The Corporation shall be a Type A development corporation under 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 herein. The Corporation has all of the rights, powers, privileges, authority, and functions given by the general laws of Texas to non-profit corporations by the Texas Nonprofit Corporation Act, Tex. Rev. Civ. Stat. Ann. Art. 1396-1.01 et seq. as described by Section 1.008 Texas Business Organization Code, as amended. Section 3. The Corporation and the Board of Directors are subject to the Texas Public Information Act and Texas Open Meetings Act, as may be amended. ARTICLE II OFFICES Section 1. Principal Office. The principal office of the Corporation in the State of Texas shall be located in the City of Allen, Collin County, Texas (the “City”). Page 2 4907-8124-9847 Section 2. Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board. ARTICLE III The Corporation shall have no members or stockholders. ARTICLE IV 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 a Board of Directors (the “Board”) and, subject to the restriction 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. At least one of the five (5) directors shall be a current member of the Council. The Council shall consider an individual’s experience, accomplishments, and educational background in appointing members to the Board to ensure that the interests and concerns of all segments of the City are considered. (c) The directors constituting the Board shall serve three (3) year staggered terms. (d) Any director may be removed from office by the Council without cause at any time. (e) All members of the Council and the City Manager of the City (or the City Manager’s designee) shall be ex-officio non-voting members of the Board of Directors. The terms Page 3 4907-8124-9847 of office of these ex-officio members shall coincide with their respective terms of office on the Council or as City Manager, as the case may be. (f) Ex-officio members shall be entitled to notice of any meeting of the Board of Directors or Board committees, may participate in discussions as such meetings, may serve on Board committees but shall not be entitled to vote on any matter pending before the Board of Directors. 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 II of these Bylaws. Section 3. 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, TEX. GOV’T CODE, as amended. Section 4. Notice of Meetings. To the extent that the Open Meeting Act conflicts with the provisions of this section, the Open Meeting Act shall govern. (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 Chair, by the Secretary, by a majority of the directors, by the Mayor of the City, or by a majority of the Council. (b) The Secretary shall give notice to each director for any emergency meeting in person or by mail, or by email, 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 Page 4 4907-8124-9847 present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon consistently 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 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 given on the day of such mailing, or on the date said notice is sent electronically or otherwise hand delivered. Attendance of the 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 objection to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted 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. Section 5. Quorum. A majority of the entire membership of the Board of directors shall constitute a quorum for the conduct of the official business of the Corporation. The act of the 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 a greater number is required by law. Section 6. Conduct of Board. (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 or the law. (b) At all meetings of the Board, the Chair shall preside, and in the absence of the Chair, the Vice Chair shall exercise the powers of the Chair. Page 5 4907-8124-9847 (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. (d) A director may not vote or participate in a meeting by proxy. Section 7. Compensation of Directors. Directors shall not receive a salary or any other compensation for their service as directors. However, directors may be reimbursed for their actual expenses incurred in the performance of their duties. Section 8. Powers. The Corporation shall have the powers stated in the Articles of Incorporation of the Corporation and will include the following general powers: (a) To acquire or lease property (land and buildings) within the city limits of the City or, with the approval of the Council, outside the city limits of the City. (b) To plan, develop, improve, and sell or lease land. (c) To build or rehabilitate buildings for sale or lease. (d) To sell or lease property by installment payments or otherwise. (e) To make secured or unsecured loans with the approval of the Council. (f) To borrow funds and issue bonds with the approval of the Council. (g) To recommend financial and incentive policies to the Council and upon approval implement the policies. (h) To provide funds for incentives and the development of infrastructure to improve the competitiveness of the City to retain and attract business. (i) To sue or be sued in the Corporation’s name. (j) To develop long-range economic development goals for the City and the Corporation. Page 6 4907-8124-9847 (k) To appoint standing or ad hoc committees that may include individuals who are not members of the Board. (l) To employ personnel as may be needed to conduct the business of the Corporation. (m) To contract for support services. (n) To market and promote the City and amenities consistent with the purposes and duties set out in these Amended and Restated Bylaws provided that promotional funding should be no more than ten percent (10%) of the annual revenues from the sales tax. (o) To implement the programs within the annual budget approved by the Council. ARTICLE V OFFICERS Section 1. Titles and Term of Office. (a) The officers of the Corporation shall be a member of the Board of Directors and shall consist of a President whose title shall be Chair of the Board, a Vice President whose title shall be Vice Chair of the Board, 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 Chair shall not hold the office of Secretary. Terms of office shall be one (1) 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 of directors. (c) A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. Section 2. Chair. The Chair shall be the presiding officer of the Board with the following authority: (a) Shall preside over all meetings of the Board. Page 7 4907-8124-9847 (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 the judgment of the Chair such meeting is required. (d) Shall have the authority to appoint standing committees to aid and assist the Board in its business undertakings or 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 effect on the business of the Board. In addition to the above mentioned duties, the Chair shall sign with the Secretary of the Board any deed, mortgage, bonds, contracts, or other instruments which the Board has approved and 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 Chair 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 Chair. The Vice Chair of the Board shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the Chair of the Board during that officer’s absence or inability to act. Any action taken by the Vice Chair in the performance of the duties of the Chair shall be conclusive evidence of the Chair’s absence or inability to act at the time such action was taken. Section 4. Treasurer. The Treasurer shall have the responsibility to oversee the handling, custody, and security of all funds and securities of the Corporation in accordance with these Bylaws. The Treasurer shall see to the entry in the books of the Corporation’s full and accurate accounts 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 such officer’s duties Page 8 4907-8124-9847 in such form and amount as the Board or the City Council may require. The Treasure may utilize the Corporation and City staff in the performance of the duties set forth in this section. Section 5. Secretary. The Secretary shall keep the minutes of all meetings of the Board as required by the Texas Open Meetings Act, as amended and recorded in the books provided for that purpose, shall give and serve all notices, may sign with the Chair in the name of the Corporation, and/or attest 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 as allowed by law 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. The Secretary may utilize the Corporation’s staff to keep, prepare and maintain the minutes of the Board meetings and the records of the Corporation, and in the performance of the duties set forth in this section. Section 6. The President/ Chair of the Board, the Vice President/ Vice Chair of the Board, Treasurer, and the Secretary shall be selected from among the Board of Directors. Section 7. Compensation. Officers who are directors of the Board shall not receive any salary or compensation for their services, except that they may be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Section 8. President and Chief Executive Officer . The Corporation may employ a Chief Executive Officer whose title shall be President and Chief Executive Officer who shall be a compensated employee of the Corporation, to oversee the administrative functions of the Corporation, and develop policies and procedures for the Corporation including financial, accounting, and purchasing policies and procedures to be approved by the Board and Council. The Page 9 4907-8124-9847 Corporation may establish full-time and/or part-time personnel positions. The President and Chief Executive Officer shall have the sole authority to employ, discipline, and/or dismiss persons to the personnel positions established by the Board. Section 9. 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. 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 herein above set forth in this section. ARTICLE VI FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. General Development Plan. The Board shall research, develop, prepare, and submit to the Council for its approval an economic development plan for the City, which shall include proposed methods and the expected costs of implementation. The plan shall include both short-term and long-term goals for the economic development of the City. Section 2. Annual Corporate Budget. (a) On or before July 31st of each year, the Board shall prepare or direct the preparation of: (i) an annual performance review and evaluation; (ii) a projection of goals and programs for the coming year; and (iii) an annual budget of expected revenues and proposed expenses. The report shall be submitted to the Council and the City Manager at either a regular or special meeting of the Council. Page 10 4907-8124-9847 (b) The budget and the programs for the coming year will not be effective until the same have been approved by the Council. (c) In addition to the annual evaluation and budget, the Corporation shall submit either written or verbal reports of activities and financial matters to the Council and City Manager at a time and frequency established by the Council. Section 3. 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. The Corporation may enter into one or more agreements with the City to obtain financial management and accounting services upon terms, conditions and compensation as may be mutually agreed. (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 approved by the City. Such audit shall be at the expense of the Corporation. Section 4. 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 resolutions, orders, indentures, 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 Board shall delegate the responsibility of investing funds of the Corporation and reconciling accounts of the Corporation to the finance department of the City. Section 5. Expenditures of Corporate Money. (a) The monies of the Corporation, including sales and use taxes collected pursuant to the Act, monies derived from the repayment of Page 11 4907-8124-9847 loans, rents received from the lease or use of property, the proceeds from the investments 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: (i) Expenditures for the proceeds of Obligations shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the Council prior to the sale and delivery of the Obligations to the purchasers thereof required by Section 6 of this Article; and (ii) 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. Section 6. Issuance of Obligation. No Obligations, including refunding Obligations, shall be sold and delivered by the Corporation unless the Council shall approve such Obligations by action taken no more than sixty (60) days prior to the date of sale of the Obligations. Section 7. Conflicts of Interest. A director or member of the Council may not lend money to or borrow money from or otherwise transact business with the Corporation except as provided in the Amended and Restated Bylaws, Articles of Incorporation, and applicable laws. The Corporation shall not borrow money from or otherwise transact business with a director or a member of the Council. Section 8. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. Page 12 4907-8124-9847 ARTICLES VII MISCELLANEOUS PROVISIONS Section 1. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 2. Seal. The Board may provide for a seal. Section 3. Resignation. 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 is specified, at the time of its receipt by the Chair or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 4. Approval or Advice and Consent by the Council. To the extent that these Amended and Restated Bylaws refer to any approval by the City or the Council or refer to advice and 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 5. Services of City Staff and Officers. Subject to approval from the City Manager, the Corporation shall have the right to utilize the services of the City and its personnel, provided (i) that the Corporation shall pay reasonable compensation to the City for such services, and (ii) 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 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 and Remedies Code, as amended), a governmental unit and its actions are governmental functions. Page 13 4907-8124-9847 (b) The Corporation shall indemnify a person who was, is or has been threatened to be made a named defendant or respondent in a proceeding because the person is or was a director, officer, or employee but only if the determination to indemnify is made in accordance with the provision of applicable law. (c) The Corporation may purchase and maintain insurance on behalf of any director, officer, or employee of the Corporation, or on behalf of any person serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against that person and incurred by that person in any such capacity or arising out of any 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 7. The Board may require and pay for bonds deemed necessary for any director or employee. ARTICLES VIII EFFECTIVE DATE AND AMENDMENTS Section 1. Effective Date. These Amended and Restated Bylaws shall become effective upon the occurrence of the following events: (1) the adoption of these Amended and Restated Bylaws by the Board; and (2) the approval of these Amended and Restated Bylaws by the Allen City Council. Section 2. Amendments to Articles of Incorporation and Bylaws. These Amended and Restated Bylaws may be amended, or new bylaws may be adopted by the majority of the directors present at any regular meeting or at any special meeting, if at least five (5) days’ written notice is