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HomeMy WebLinkAboutR-1540-10-97' RESOLUTION NO. 1540-10-97(R) A RESOLUTION OF TBE CITY COUNCIL OF THE CITY OF ALLEN, TEXAS, APPROVING THE AMD WED BYLAWS OF THIN ALLEN ECONOMIC DEVELOPMENT CORPORATION; AND PROVIDING AN EFFECTIVE DATE. WDEREAS, the Board of Directors of the Allen Economic Development Corporation has reviewed the initial Bylaws and recommended the approval of the Amended Bylaws; NOW, TIMUTORE, BE ff RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLUN COUNTY, TEXAS, THAT: Section 1 That the City Council of the City of Allen, Texas, hereby approves the Amended Bylaws of the Allen Economic Development Corporation, a true copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes. Section 2 This Resolution shall become effective immediately from and after its passage. DULY PASSED AND APPROVED BY THIN CITY COUNCIL OF THE CffY OF ALLEN, COLUN COUNTY, TEXAS, ONTHHS THE ynyl_ DAYOF ocmoP.ER .1997. APPROVED Stephen Terrell, MAYOR ATTEST; JuO Mortlion, CMC, CITY SECRETARY Resolution No. 1540-10-97(R) _Pagel Ss125aa AMENDED 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.ANNN. art. 5190.6 (the "Act'), as amended, and other applicable laws. Section 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be Igoverned by Sections 4A and 21 through 23 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 herein. 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. 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 Page 1 SSI2519 Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board. ARTICLE DT The Corporation shall have no members or stockholders. ARTICLE IN BOARD OF DIRECTORS Section 1. Powers. Number and Terre 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. The City Council shall consider an individual's experience, accomplishments and educational background in approaching members to the Board to ensure that the interests and concerns of all segments of the City are considered. (c) The directors constituting the initial Board shall be those directors named in the Article of Incorporation. In order to establish staggered terms, the initial two (2) board members appointed at large shall serve three (3) year terms, the members appointed from the City Council and school board shall serve two (2) year terms and the member appointed from the Allen chamber of Commerce shall serve a one (1) year tern. 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. (d) Any director may be removed from office by the Council at will. Page 2 SS12519 I (e) All members of the City Council, the City Manager of the City of Allen, Texas (or the City Manager's designee) and the Executive Director of the Corporation shall be ex -officio members of the Board of Directors. The terms of office of these ex -officio members shall coincide with their respective terms of office on the City Council oras City Manager or Executive Director, as the case may be. (f) In addition, the City Council of the City of Allen may appoint up to 2 additional ex -officio members of the Board of Directors of the Corporation. The terms of office of these ex - officio directors shall be three (3) year(s). (g) 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 mater pending before the Board of Directors. Section 2. Meeting 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 Meeting Act. All meeting 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 Meeting 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. Page 3 ss12519 i (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, or by a majority of the City Council. (b) The secretary shall give notice to each director for any emergency meeting in person or by mail, telephone or telecopier, 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 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. 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 person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Page 4 SS12519 LSection 5, Oumum. 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. 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 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. (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 thew 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 of Allen or, with the approval of the City Council of the City of Allen, outside the city limits of the City of Allen. (b) To plan, develop, improve and sell or lease land. Page 5 SS12519 (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 City Council of Allen. (t) To borrow funds and issue bonds with the approval of the City Council of Allen. (g) To recommend financial and incentive policies to the City Council of Allen and upon approval 'implement the policies. (h) To provide funds for incentives and the development of infrastructure to improve the competitiveness of the City of Allen to retain and attract business. (i) To sue or be sued in the Corporation's name. 6) To develop long-range economic development goals for the City of Allen and the ' Corporation. (k) To appoint standing or ad hoc committees that may include individuals who are not members of the Board. (1) 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 of Allen and amenities consistent with the purposes and duties set out in these Bylaws provided that promotional funding should be no more than ten (10%) percent of the annual revenues from the sales tax. (o) To implement the programs within the annual budget approved by the City Council of Allen. Page 6 5513519 ARTICLE V L 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 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. (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 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 judgment 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 affect on the business of the Board. Page 7 aa12519 In addition to the above mentioned duties, the President 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 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. 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 president's absence or inability to act at the time such action was taken. ISection 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 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 his duties in such form and amount 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, 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 Page 8 SS12519 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. The president, each vice president, and the secretary shall be named from among the members of the Board. The Board may appoint an assistant secretary and assistant treasurer who need not be a member of the Board. Section 7. Compensation. Officers who are members 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. Other officers may be compensated as directed by the Board. Section 8. Director of Economic Development The Corporation may employ a Director of Economic Development to serve as the Chief Executive Officer of the Corporation, 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 City Council. The Corporation may employ full or part-time employees as needed to carry out the programs of the Corporation. Section 9. Contracts for Service. The Corporation may contract with any qualified and appropriate person, associated, 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 enter 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. Page 9 SS12519 LARTICLE 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 Comorate 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; (u) 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 City Council and the City Manager of the City of Allen at either a regular or special meeting of the City Council. This meeting will constitute the annual meeting of the Corporation. (b) The budget and the programs for the coming year will not be effective until the same have been approved by the City 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 City Council and City Manager of the City of Allen at a time and frequency established by the City Council. Section 3. Books, Records. Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, Iaccounts, and financial statements pertaining to its corporate funds, activities, and affairs. The Page 10 SS12519 Corporation may enter into one or more agreements with the City of Allen to obtain financial management and accounting services upon terms, conditions and compensation as mutually agreeable. (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 of Allen. 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 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 Page 11 SS12519 approved by the City 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 Allen City 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 Board member, officer of the Corporation, or member of the City Council may not lend money to and otherwise transact business with the Corporation except as provided in the Bylaws, Articles of Incorporation, and all applicable laws. The ' Corporation shall not borrow money from or otherwise transact business with a Board member, officer, committee member of the Corporation, or a member of the Allen City Council unless the transaction is described fully in a legally binding instrument and is in the best interest of the Corporation. The Corporation shall not borrow money from or otherwise transact business with a Board member, officer, or member of the Allen City Council without full disclosure of all relevant facts and without the approval of the Board, not including the vote of any person having a personal interest in the transaction in accordance with the conflict of interest statutes of the State of Texas. 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 SS12519 LARTICLE 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. Resienation. 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 president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 4. Aooroval or Advice and Consent by the Council. To the extent that these Bylaws refer to any approval by the City of Allen or the Allen City Council or refer to advice and consent by the Allen City Council, such approval, or advice and consent shall be evidenced by a certified copy of a resolution, order, or motion duly adopted by the Allen City Council. Section 5. Services of City Staff and Officers. Subject to approval from the Allen City Manager, the Corporation shall have the right to utilize the services of the City personnel, provided (i) that the Corporation shall pay reasonable compensation to the City of Allen for such services, and (u) the performance of such services does not materially interfere with the other duties of such personnel of the City of Allen. 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 SS12519 ' (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 Board member, officer, or agent, but only if the determination to indemnify is made in accordance with the provision of Article 1396-2.22A of the Texas Civil Statutes, as amended. (c) The Corporation may purchase and maintain insurance on behalf of any Board member, 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 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 on any Board member or employees. ARTICLE VIII EFFECTIVE DATE, AMENDMENTS Section I. Effective Date. These Amended Bylaws shall become effective upon the occurrence of the following events: I (1) the adoption of these Amended Bylaws by the Board; and (2) the approval of these Amended Bylaws by the Allen City Council. 1 Section 2. Amendments to Articles of Incomoration and Bylaws These Bylaws may be amended or repealed and new bylaws may be adopted by a majority of the Board members present at any regular meeting or at any special meeting, if at least five (5) days written notice is Page 14 SS12519 1 given of any intention to amend or repeal these bylaws or to adopt new bylaws at such meeting. Any amendment of these bylaws will be effective upon approval by the Allen City Council. Adopted this the 2.d dayof_ 14�1,2A95� .1997. By: Presid nt of the Board ofD'vectors '. A7MST:' By. t v a Corporate Secretary Page 15 a3t29i9