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HomeMy WebLinkAboutR-856-5-88RESOLUTION NO. 856-5-88 (R) A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF ALLEN, TEXAS, APPROVING AMENDMENTS TO THE BYLAWS AND LOCAL REGULATIONS OF ALLEN INDUSTRIAL DEVELOPMENT CORPORATION WHEREAS, the Board of Directors of the ALLEN INDUSTRIAL DEVELOPMENT CORPORATION has amended its initial Bylaws, as contemplated by the Development Corporation Act of 1979, as amended (the "Act"), and has submitted the same to this meeting for consideration by this Governing Body in accordance with the Act; and WHEREAS, the Board of Directors has also amended its Local Regulations for Receiving and Approving Applications for Financial Participation in Development Projects (the "Local Regulations") and has submitted the same also to this Governing Body for consideration; and WHEREAS, this Governing Body has considered such amendments to the Bylaws and Local Regulations; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, TEXAS: (1) That the Bylaws of the Allen Industrial Development Corporation be and are hereby amended in their entirety by striking Articles I through V and by substituting Articles I through V in the form and substance attached hereto. (2) That the Local Regulations of the Allen Industrial Development Corporation be and are hereby amended in their entirety by striking Sections I through IV and by substituting Sections I through IV in the form and substance attached hereto. ADOPTED MAY 19 , 1988. �f X-uty6rized Officer ATTEST: Authorized • ze1 •fficer [SEAL] 0806 D/1 6 BYLAWS OF ALLEN INDUSTRIAL DEVELOPMENT CORPORATION (as amended by the City Council of the City of Allen on May 19, 1988) ARTICLE I POWERS AND PURPOSES Section 1.1. Issuance of Obligations; Financing of Projects. In order to implement the purposes for which the Allen Industrial Development Corporation (the "Corporation") was formed, as set forth in its Articles of Incorporation, the Corporation may issue obligations to finance all or part of the cost of one or more projects pursuant to the Development Corporation Act of 1979, as amended, Article 5190.6 Vernon's Annotated Texas Civil Statutes (the "Act"), upon compliance with all provisions thereof. Section 1.2. Books and Records; Approval of Programs and Financial Statements. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and at all times the City Council (the "Governing Body") of the City of Allen, Texas (the "Unit'), will have access to the books and records of the Corporation. The records of the Corporation shall be available to the public for inspection in accordance with Article 6252-17a, Vernon's Annotated Texas Civil Statutes. The Unit will approve all programs and expenditures of the Corporation and annually review any financial statements of the Corporation. Section 1.3. Nonprofit Corporation. The Corporation may exercise all powers granted under the Texas Non -Profit Corporation Act, as amended, consistent with its Articles of Incorporation. No part of the net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm, or corporation, except that in the event the Board of Directors of the Corporation (the "Board of Directors") shall determine that sufficient provisions has been made for the full payment of the expenses, bonds, and other obligations of the Corporation issued to finance all or a part of the cost of a project, then any net earnings of the Corporation thereafter accruing with respect to said project shall be paid to the Unit. Section 1.4. Local Regulations. The Corporation, by action of the Board of Directors, with the approval of the Governing Body, shall be authorized to promulgate, implement and amend local regulations governing the receipt, processing and approval of applications for financial participation in development projects and prescribing the fees to be paid by applicants in amounts reasonably estimated to pay the ministerial and staff costs and expenses of the Corporation, plus reasonable reserves therefor. 0806 n/a Section 1.5. Staff Functions. Staff functions for the Corporation may be performed by the Unit, as directed by the Governing Body, and the Corporation, from fees collected by it, shall pay the amount of costs for such services as from time to time shall be billed to the Corporation by the Unit. ARTICLE II BOARD OF DIRECTORS Section 2.1. Appointment, Powers, Number and Term of Office. The Board of Directors shall exercise all of the powers of the Corporation, subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws. -The Board of Directors shall consist of three directors, each of whom shall be appointed by the Governing Body and each of whom shall be a member of the Governing Body. The term of each directorship (including the initial directors) is one year. No director shall be appointed to serve for a term of more than six years. The directors constituting the first Board of Directors shall be those directors named in the Articles of Incorporation, each of whom, as well as any subsequent directors, shall serve for the term to which he or she is appointed or until his or her successor is appointed by the Governing Body. Any director may be removed from office at any time by the Governing Body, for cause or at will. Any vacancies occurring in the Board of Directors shall be filled by appointment by the Governing Body. Section 2.2. Meetings of Directors. The Board of Directors may hold its meetings at any place authorized by the Act, as the Board of Directors may from time to time determine; provided that, in the absence of any such determination by the Board of Directors, the meetings shall be held at the principal office of the Corporation. The Board of Directors shall conduct its meetings in accordance with the requirements of the Act. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated, from time to time, by resolution of the Board of Directors. Notice of regular meetings need not be given to Directors, but if notice is required by law to be given to anyone else, such notice will be given in the manner prescribed by law. Section 2.4. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the president, by the secretary or by a majority of the directors then in office or upon advice of or request by the Governing Body. The secretary shall give notice to each director of each special meeting in person, or by mail, telephone or telegraph, at least two hours before the meeting. Notice required by law to be given to anyone else shall be given in the manner prescribed by law. 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 is present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon. -2- 0806 D/9 Section 2.5. Quorum. A majority of the directors fixed by these Bylaws shall constitute a quorum for the consideration of matters pertaining to the purposes 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 of Directors, unless the act of a greater number is required by law. Section 2.6. Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board of Directors may determine. Section 2.7. Compensation of Directors. Directors shall not receive any compensation for their services as directors except that they shall be reimbursed for their actual expenses incurred in the performance of their official duties. ARTICLE III OFFICERS Section 3.1. Titles and Term of Office. The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board of Directors 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. Each officer shall be appointed by a majority vote of the directors then in office and shall hold office for a term of one year or until his or her successor is elected or appointed. All officers shall be subject to removal from office with or without cause at any time by a majority vote of the directors then in office. A vacancy in any office shall be filled by appointment by a majority vote of the directors then in office. Section 3.2. President. The president shall be the chief executive officer of the Corporation, and, subject to the Board of Directors, the president shall be in general charge of the properties and affairs of the Corporation; the president shall preside at all meetings of the Board of Directors; in furtherance of the purposes of this Corporation, the president may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. Section 3.3. Vice President. The vice president shall have such powers and duties as may be assigned by the Board of Directors and shall exercise the powers of the president during the president'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 of the president to act at the time such action was taken. Section 3.4. Treasurer. The treasurer shall have custody of all the funds and securities of the Corporation that come into his or her hands. When necessary or proper, the treasurer may sign or endorse, on behalf of the Corporation, for collection or payment, checks, notes and other obligations and shall deposit any 51M 0606 D/1 0 funds received to the credit of the Corporation in such bank or banks or depositories as shall be designated by the Board of Directors; whenever required by the Board of Directors, the treasurer shall render a statement of the treasurer's cash account; the treasurer shall enter or cause to be entered regularly in the books of the Corporation to be kept by the treasurer for that purpose full and accurate amounts . of all monies received and paid out on account of the Corporation; the treasurer shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors; the treasurer, if required by the Board of Directors, shall give such bond for the faithful discharge of his or her duties in such form as the Board of Directors may require. Section 3.5. Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; the secretary shall attend to the giving and serving of all notices; in furtherance of the purposes of this Corporation, the secretary may sign with the president in the name of the Corporation, or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation; the secretary shall have charge of the corporate books, records and securities of which the treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection upon application at the office of the Corporation during business hours; and the secretary shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors. In the absence of the secretary, the president may appoint any person other than the president, to act as secretary during such absence. Section 3.6. Compensation. Officers as such shall not receive any compensation for their services as officers except that they shall be reimbursed for their actual expenses incurred in the performance of their official duties. ARTICLE IV PROVISIONS REGARDING BYLAWS Section 4.1. Effective Date. These Bylaws shall become effective only upon the occurrence of the following events: (1) the approval of these Bylaws by the Governing Body; and (2) the adoption of these Bylaws by the Board of Directors. Section 4.2. Amendments to Bylaws. These Bylaws may be amended at any time and from time to time by a majority vote of the directors then in office with approval of the Unit by resolution of the Governing Body, or at the sole discretion of the Governing Body. Section 4.3. Interpretation of Bylaws. These Bylaws shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application -4- 0806 D/1 1 thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected thereby. ARTICLE V GENERAL PROVISIONS Section 5.1. Principal Office. The principal office of the Corporation shall be located in Allen, Texas. The Corporation shall have and continuously maintain in the State of Texas (the "State") a registered office and a registered agent whose business office is identical with such registered office, as required by the Act. The registered office may be, but need not be, identical with the principal office in the State, and the address of the registered office may be changed from time to time by the Board of Directors, pursuant to the requirements of the Act. Section 5.2. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. Section 5.3. Seal. The seal of the Corporation shall be as determined by the Board of Directors. Section 5.4. Notice and Waiver of Notice. Whenever any notice whatsoever is required to be given to the Board of Directors under the Act, the Articles of Incorporation or these Bylaws, such notice shall be deemed to be sufficient if given by depositing it 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 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. A waiver of notice in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, unless required by the Board of Directors. If any notice whatsoever is required to be given to the public by law, such notice shall be given in the manner prescribed by law. Section 5.5. Resignations. Any director or officer may resign at any time. Such resignations 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 the -5- 0806 nii 2 secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5.6. Approval of the Governing Body. To the extent these Bylaws refer to any approval or other action to be taken by the Unit, such approval or action shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the Governing Body. Section 5.7. Organizational Control. The Unit, at its sole discretion, and at any time, may alter or change the structure, organization, programs or activities of the Corporation (including the termination of the Corporation), subject to any limitation on the impairment of contracts entered into by such Corporation. Section 5.8. Dissolution of the Corporation. Upon dissolution of the Corporation, title to or other interests in any real or personal property owned by the Corporation at such time shall vest in the Unit. -6- 0806 D/1 3 ALLEN INDUSTRIAL DEVELOPMENT CORPORATION (a nonprofit corporation created under the Development Corporation Act of 1979, as amended) (as amended by the City Council of the City of Allen on May 19, 1988) Local Regulations for Receiving and Approving Applications For Financial Participation in Development Projects I. GENERAL PURPOSE AND SCOPE OF LOCAL REGULATIONS (A) The ALLEN INDUSTRIAL DEVELOPMENT CORPORATION (the "Corporation") was created as a duly constituted authority of the CITY OF ALLEN, TEXAS (the "Unit"), pursuant to the Development Corporation Act of 1979, as amended, Article 5190.6 Vernon's Annotated Texas Civil Statutes (the "Act"), in furtherance of the public purposes of the Act. (B) The activities of the Corporation shall be limited solely to the accomplishment of such public purpose, and no plan of financing for any project (the "Project'), as defined in the Act, and in the applicable portions of these local regulations (the "Regulations") will be approved by the Board of Directors (the "Board") of the Corporation unless and until the Board shall first affirmatively find that such financing and its related Project will be in furtherance of such public purpose, to be determined in accordance with the procedures set forth in these Regulations. II. APPLICATIONS; APPROVAL STANDARDS (A) Preliminary Filing Requirements. (1) A person, firm or corporation (the "Applicant") desiring participation by the Corporation in the financing of any Project shall file with the Corporation two copies of an Application for Financial Participation (the "Application') as hereinafter provided and in the form accompanying these Regulations. (2) Along with the Application, the Applicant shall file with the Corporation five executed original copies of an Inducement and Indemnity Agreement substantially in the form and substance accompanying these Regulations. (3) The Applicant shall file with the Application the processing fee required in these Regulations. (4) If the Applicant desires the Board to take preliminary official action pertaining to the issuance of obligations in accordance with relevant provisions of the Internal Revenue Code of 1986, as amended, and applicable Regulations and Revenue Rulings issued in connection therewith, then the Applicant shall also file a statement requesting such action. 0806 D/1 (5) One copy of the Application and the documents and fee required by this paragraph shall be filed with the Corporation by mail or personal delivery of the same to the Secretary of the Corporation addressed to City Hall, One Butler Circle, Allen, Texas 75002, and one copy of the application shall be mailed or delivered to the Mayor, City Hall, One Butler Circle, Allen, Texas 75002. (B) Preliminary Official Action. (1) Upon compliance with the preliminary filing requirements of paragraph II(A) of these Regulations, if preliminary official action is requested pursuant to paragraph II(A)(4), the Corporation will conduct an expedited preliminary review of such request, and such action will be scheduled for the next regular or for a special meeting of the Board. (2) The Board will take the requested preliminary official action, expressing its present intention to issue the obligations requested if such preliminary review of the Application demonstrates with reasonable certainty: (a) that the Application, the obligations and the Project qualify for final approval by the Board in accordance with these Regulations; and (b) that all governmental approvals with respect to the obligations and the Project will be obtained. (C) Subsequent Filing Requirements. Prior to review of the Application for final approval by the Board, the Applicant may file such additional documents or statements in support thereof as the Applicant shall consider relevant and appropriate and shall file the following: (1) such additional information as is requested of the Applicant by the Board; and (2) a pro -forma copy of any official statement, prospectus or other offering memoranda, through the use of which the proposed obligations are to be offered, sold or placed with any lender, purchaser or investor, which offering, sale or placement material shall contain prominent disclosure substantially to the effect: (a) that neither the Corporation nor the Unit has undertaken to review or has assumed any responsibility for the matters contained therein except solely as to matters relating to the Corporation and to a description of the obligations being offered thereby; (b) that all findings and determinations by the Corporation and the Unit, respectively, are and have been made by each for its own internal uses and purposes in performing its duties under the Act and these Regulations; -2- 0806 D/2 (c) that notwithstanding its approval of the obligations and the Project, neither the Unit nor the Corporation endorses or in any manner, directly or indirectly, guarantees or promises to pay such obligations from any source of funds of either or guarantees, warrants or endorses the creditworthiness or credit standing of the Applicant or of any guarantor of such obligations, or in any manner guarantees, ' warrants or endorses the investment quality or value of such obligations; and (d) that such obligations are payable solely from funds and secured solely by property furnished and to be furnished and provided by the Applicant and any guarantor and are not in any manner payable wholly or partially from any funds or properties otherwise belonging to the Corporation. (3) proposed final legal instruments and documents authorizing and relating to the issuance of the obligations proposed and all leases, loan agreements, purchase agreements, or other documents related thereto; and - (4) a financial report and analysis addressed to the Board by a registered, qualified, and favorably recognized securities firm, dealer, broker, or investment banker or advisor experienced in similar financing, or by a state or federal bank or banking association pertaining to the credit standing and credit worthiness of the Applicant and any guarantor of the obligations. (D) Final Approval. (1) The Board will take up and consider its final action pertaining to an Application filed hereunder when requested to do so by the Applicant and upon receipt by it of the following: (a) evidence satisfactory to the Board that the Applicant -has complied with these Regulations in all material respects not otherwise waived by the Board; (b) an opinion of the bond counsel for the Corporation ("Bond Counsel') addressed to the Corporation and the Unit, to the effect that the Application conforms in all material respects to these Regulations; that all filings required to be made hereunder have been made, that the documents or materials described in II(C)(2) hereof contain a correct description of the Corporation and of the obligations they purport to describe and contain the disclosures required by said clause; that the legal agreements proposed in connection with the obligations being issued are in proper form and order, and will represent the binding and lawful obligations of the parties thereto; that such obligations conform in form and substance to the requirements, if any, of the resolution of the Unit authorizing the Corporation, and that neither the taxing power nor the faith, credit, or other revenues of the Unit or the State of Texas are obligated or in any manner pledged to the payment of any such obligations; and -3- 0806 D/3 (c) evidence satisfactory to the Board that the Project which is the subject of the obligations has been approved or is reasonably expected to be approved by all applicable local, state, or federal regulatory authorities or agencies, including compliance with all applicable local zoning, building and other codes. (2) Applications will be finally approved by the Board if it first affirmatively determines: (a) that all requirements for and prerequisites to final approval under these Regulations have either been satisfied or waived and are in form and substance satisfactory to the Board; (b) that the operation of the Project will constitute a lawful activity, is qualified for approval by the Unit and complies with and promotes the purposes and satisfies the requirements of the Act and the statement of policy contained in these Regulations. (3) After final approval by the Board, the Corporation will seek approval by the Unit and will proceed to close the delivery of such obligations upon receipt of such approval in accordance with the documents approved by the Board and when finally approved by the Corporation's Bond Counsel in accordance with the terms of sale or placement. III. FEES AND COSTS (A) Fees. (1) Concurrently with the filing of an Application, the Applicant shall pay to the Corporation a processing fee in the amount of $1,000, which amount is not refundable, whether or not the Application is approved or the financing of the Project is accomplished. (2) Concurrently with the closing of any financing pursuant to an approved Application, or at such other time as the Corporation may approve, the Applicant, from the proceeds of the obligations, shall pay to the Corporation a closing fee computed in accordance with the following schedule, to -wit: (a) for financing not exceeding $2,500,000 in aggregate principal amount $1,000 (b) for financing over $2,500,000 but not exceeding $5,000,000 in aggregate principal amount $2,000 (c) for financing over $5,000,000 but not exceeding $7,500,000 in aggregate principal amount $4,000 (d) for financing over $7,500,000 but not exceeding $10,000,000 in aggregate principal amount $6,000 -4- 0 80 6 D/4 (d) for financing over $10,000,000 in aggregate principal amount $10,000 Provided, however, as to any Applicant that has made application with this Corporation prior to the adoption of the Regulations, such closing fee shall be in such amount as is agreed to by such Applicant and the Board. (3) Concurrently with the approved Application, the Applicant following fees and other costs, to -wit: closing of any financing pursuant to an shall pay or cause to be paid the (a) the fees and out-of-pocket expenses of Bond Counsel and the Corporation's general counsel ("General Counsel"); (b) the amount of any fee for the services of the securities firm, dealer, broker, or investment banker or advisor, or the state or federal bank or banking association contemplated by clause II(CM) of these Regulations; and (c) the actual amount of any closing or acceptance fees of any trustee for the obligations, any fees and premiums for casualty and title insurance, any security filing costs, any fees for placing the obligations, any out-of-pocket expenses incurred by Bond Counsel and General Counsel and any other costs and expenses relating to the obligations, their security, the Project, or the closing thereof, including any fees and expenses of any attorneys, consultants, and other advisors employed by the Applicant payable at that time from that source. (B) Continuing Costs. Each Applicant shall pay to the Corporation, within ten days after receipt of a bill or statement therefor, the following amounts, to -wit: (1) any amounts payable pursuant to the Inducement and Indemnity Agreement and any other indemnity contract or agreement executed in connection with any financing hereunder; (2) the amount allocable to each Applicant (whose financing has been completed) of the reasonable administrative costs and expenses incurred by the Corporation; and (3) the amount of costs or expenses paid or incurred by the Corporation under this subsection shall be divided and allocated equally among all Applicants whose financing has been completed. (C) Changes in Fees and Costs. (1) The Corporation reserves the right at any time to establish or change the amount of fees payable under paragraph III(A) and to make the same effective as to any Applicant whose Application is filed subsequent to the date of such change. -5- 0806 D/5 (2) The Corporation reserves the right at any time to change the method of allocation described in paragraph III(B)(3), if it should, in its sole discretion, determine such change to be reasonable and more equitable, such change to be effective upon the date specified by the Corporation. IV. MISCELLANEOUS (A) Unauthorized Representations and Bond Marketing Practices. (1) No Applicant, or any representative of the Applicant or the Corporation shall represent, directly or indirectly, to any lender, interim or otherwise, supplier, contractor or other person, firm or entity that the Corporation has agreed or is firmly committed to issue any obligations in relation to any Project or Application until the Board has finally approved the issuance thereof under these Regulations. (2) No Applicant, or any representative of the Applicant or the Corporation, shall ever make any representation, directly or indirectly, express or implied, of any fact or facts contrary to the disclosures required to be made by paragraph II(C)(2) of these Regulations. (3) Neither the Applicant nor any securities firm, underwriter, broker, dealer, salesman or other person, firm or entity shall offer, sell, distribute or place any obligations authorized by the Corporation by any process, method or technique or in any manner, transaction or circumstances or to any person or persons, the effect of which would be to require such obligations to be registered or would require filings to be made with regard thereto under the laws of the State or jurisdiction where such offer, sale, distribution or. placement is made without first registering the same or making the filings regarding the same required by such laws. (B) Prohibition of Tax Exemption. The Applicant shall not seek an exemption from payment for any ad valorem taxes with respect to the Project as a result of the issuance of Bonds issued by the Corporation. The Applicant shall pay all such taxes as a cost of the project being financed notwithstanding any tax exemption that the Corporation may claim under the Act. C. Bond Counsel. The firm of Hutchison Price Boyle & Brooks or its successor is Bond Counsel for the Corporation. D. Amendments; Waivers; Effective Date. (1) The Corporation reserves the right at any time to amend these Regulations effective as to any Applications filed subsequent to the effective date of any such amendment. -6- 0806 D/6 (2) The Board reserves the right to waive any provision of these Regulations as to any Applicant, Application or Project upon written request seeking such waiver and stating the reasons therefor. (3) These Regulations are and shall be effective from and after the date of their adoption by the Board and approval by the Governing Body of the Unit, and shall continue in effect until and unless amended, modified or repealed and shall be effective as to any application pending on the date of their adoption and approval. -7- 0806 D/7 MINUTES AND CERTIFICATION PERTAINING TO PASSAGE OF A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF ALLEN, TEXAS, APPROVING AMENDMENTS TO THE BYLAWS AN[) I (OCAL REG 11 LATIONS OF ALLEN INDUSTRIAL DEVELOPMENT CORPORATION STATE OF TEXAS COUNTY OF COLLIN On this the 19th day of May, 1988, the City Council of the City of Allen, Texas (the "Governing Body"), convened in Regular Meeting at the regular meeting place thereof, the meeting being open to the public and notice of the meeting giving the date, place and subject thereof having been posted as prescribed by Article 6252-17, Vernon's Annotated Texas Civil Statutes, and the roll was called of the duly constituted officers and members of the Governing Body, which are as follows, to -wit: Joe Farmer, Mayor Rex Womack ) Jerry Wilson, Mayor Pro Tem Bobby Glass ) Jim Wolfe ) Councilmembers Jim Pendleton ) Gary Edstrom ) and all of such persons were present, except the following absentees: None, thus constituting a quorum. Whereupon, among other business, the following was transacted, to -wit: A written resolution bearing the following caption was introduced: A Resolution of the Governing Body of the City of Allen, Texas, Approving Amendments to the Bylaws and Local Regulations of Allen Industrial Development Corporation The Resolution, a full, true and correct copy of which is attached hereto, was read and reviewed by the Governing Body. Upon motion duly made and seconded, the Resolution was finally passed and adopted by the following vote: AYES: All those present voted aye NOES: None The Presiding Officer then declared the Resolution passed and approved and signed the same in the presence of the Governing Body. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted officers and members of the Governing Body, 0806 D/14 and the attached and following copy of said Resolution is hereby certified to be a true and correct copy of an official copy thereof on file among the official records of the City of Allen, all on this May 19, 1988. ATTEST: M 1� Authorized Officer 't -I /f [SEAL] n 0806 D/1 5 ' — e�� 9't'�� Aut rized Officer -2-