R-2196-7-03RESOLUTION NO. 2196-7-03(R)
' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN
COUNTY, TEXAS, APPROVING AN AMENDMENT TO THE BYLAWS OF THE
ALLEN COMMUNITY DEVELOPMENT CORPORATION; PROVIDING A
REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, at a regularly scheduled meeting of the Board of Directors of the Allen Community Development
Corporation, with a quorum of said Board in attendance, the Board reviewed and approved the Amended
Bylaws to be in conformance with Ordinance No. 2155A-03.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN,
COLLIN COUNTY, TEXAS, THAT:
SECTION 1: The proposed amendment to Article D, Section 1 of the Bylaws of the Allen Community
Development Corporation as set forth in the attached Restated Bylaws approved by the Allen Community
Development Corporation Board of Directors on the 16th day of June, 2003, be and the same is hereby
approved.
SECTION 2: Resolutions of the City of Allen, Collin County, Texas, in conflict with the provisions of this
resolution be, and the same are hereby, repealed; provided, however that all other provisions of said resolutions
not in conflict with the provisions of this resolution shall remain in full force and effect.
SECTION 3: This resolution shall become effective immediately upon its passage.
' DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN
COUNTY, TEXAS, ON THIS THE 22ND DAY OF JULY, 2003.
APPROVED:
Y
Stephen Terrell, MAYOR
ATTEST:
�r
go i
SSGGelley B. Georg C, CITY S ARY
Amended by Board on Jane 16, 2003
' RESTATED BY-LAWS
ALLEN COMMUNITY DEVELOPMENT CORPORATION
BOARD OF DIRECTORS
ARTICLE I
AUTHORITY AND POWERS
Section 1. Authority: As authorized by the Articles of Incorporation issued bythe State of Texas
for the Allen Community Development Corporation (a.k.a. the Allen C.D.C.), and in
accordance with the provisions of Section 4B of the Development Corporation Act of
1979, Tex. Rev. Civ. Stat. Arm. Art. 5190.6, as amended ("the Act"), this body shall be
known as the Allen C.D.C. Board of Directors ("the Board").
Section 2. Powers: The Allen C.D.C. has the purpose of studying and funding all permissible
projects prescribed in the Act, including any improvements orfacilities that =related
to any permissible projects and any otherpmject that is not prohibitedby law. The Act
vests all powers of the Allen C.D.C. in the Board. The Board has all of the rights,
powers, privileges, authority, and functions given by the general laws of Texas tonon-
profit corporations by the Texas Nonprofit Corporation Act, Tex. Rev. Civ. Star. Ann.
Art. 1396-1.01 et seq., and the additional powers as provided in the Act.
ARTICLE D
ORGANIZATION
Section L Membership: The Board shall comprise the number of members established by the
Articles of Incorporation. Directors shall hold office for staggered terms of two (2)
years oruntil their successors have been appointed, unless sooner removedorresigned.
Four (4) of the initial Directors shall be appointed for one (l) year terms in order to
achieve staggered terms across the membership of the Board. Each Director, including
the initial Directors, shall be eligible for reappointment Directors are removable by
the City Council at will and, subsequent to the initial term, must be appointed for a
term of two (2) years, or until his/her successor is appointed. If any Director who is
appointed as a member of the City Council director ceases to be a member of the City
Council, such event shall constitute an automatic resignation as a Director and such
vacancy shall be filled in the same manner as for other vacancies. Any vacancy
occurring on the Board of Directors through death, resignation or otherwise shall be
filled by appointment bythe City Council to hold office until the expiration ofthetetm
of the vacating member. The Directors shall serve as such without compensation
except that they shall be reimbursed for their actual expenses incurred in the
performance of their duties as Directors.
iI
Section 2. Attendance: Absence from three (3) consecutive meetings without formal consent of
the Board shall be deemed to constitute the retirement of that member and shall be
'
certified by the President to the City Council.
Section 3.
Officers:
(a)
Election: The Board shall select annually from its members a President, Vice -
President, and Secretary. Election of Officers shall be held at the regular meeting in
October, or at the first meeting following the regular annual appointment by the City
Council.
(b)
Duties of President: The President shall preside over meetings and shall be entitled to
vote upon each issue. In addition, the President may recommend the establishment of
ad hoc committees and appoint members there to call special meetings; shall make
reports, or delegate another member or members to make reports, to the City Council
on behalf of the Board as needed; and shall perform such other duties as usually
pertains to his office or as may be enjoined upon him or her by the Board.
(c)
Dudes of Vice -President: In the absence of the President the Vice -President shall
assume all the duties ofthe President.
(d)
Duties of Seeretarv: The Secretary shall keep the minutes of all meetings, and in the
Secretary's absence, the President shall designate another member to act as Secretary.
The Secretary shall read once a year, at the first regular meeting following the
appointment of Officers, the Articles of Incorporation. The Secretary may accept the
assistance of City personnel in taking the transcription ofthe minutes, when available,
but shall sign same officially before presenting same to the Board for approval.
' Section 4:
Ex -officio Members: The City Manager, the Assistant City Manager and the Director
of Parks and Recreation shall be ex -officio members of the Board, with the
responsibility to participate in discussions but without the right to vote. Such
members, as staff support, shall: be responsible for the administration of the affairs of
the Board, prepare the agenda and notify Board Members of all meetings, post
notification of meetings in accordance with the Open Meetings Law of the State of
Texas, maintain proceedings of all Board meetings in a permanently bound meeting
book on file at City Hall, keep Board members informed on all projects and activities
that are funded by the Allen C.D.C., furnish copies of all pertinent documents to each
Board member for each meeting, and make regular reports concerning relevant
activities at Board meetings.
Allen C.D.C. Board of Directors By-laws -- Page 2
Section 5: Committees:
(a) Ex -officio Members: The President of the Board, the Assistant City Manager and
Director ofParks & Recreation shall be ex -officio members of all standing committees
of the Board, and may attend all meetings and as such shall benotifiedof all committee
meetings.
(b) Ad Hoc Committees: The Board may, as the need arises, authorize the appointment of
adhoccommittees. The President shall appoint the members of the ad hoc committees
subject to the approval of the Board. Any committee so created shall cease to exist
upon the accomplishment of the special purpose for which it was created or when
abolished by a majority vote of the Board.
(c) Advisory Committee: Qualified voting citizens may be asked to serve in an advisory
capacity on ad hoc committees appointed by the Board, subject to the approval of the
City Council.
ARTICLE m
MEETINGS AND PRO(
Section 1. Mem:
(a) Meetings shall be conducted according to the Open Meetings Actof the State ofTexas.
(b)Quorum: A majority of the members ofthc Board, exclusive of the ex -officio members,
shall constitute a quorum.
(c) Regular Meetings: The Board shall meet on the third Mondayof each month in apublic
place with public notices as prescribed by law.
(d) Special Meetings: Special meetings may be called by the President or by written
request sent to the President or Vice -President by three (3) members of the Board.
Section 2: Procedures:
(a) Arm :The Agenda shall be prepared by staff support after consulting with the Board
President. The Agenda shall be listed by topics of subjects to be considered by the
Board and mailed or hand -delivered three (3) days prior to the regular meeting.
(b) Agenda Deadline: Any person including Board members desiring to present a subject
for the Board's consideration shall advise the staff support in writing no later than noon
12:00 p.m., on the Monday preceding the Monday meeting at which time the subject is
to be considered.
Allen C.D.C. Board of Directors By-laws -- Page 3
(c) Order of Business: The Agenda for each meeting shall contain the Order of Business.
For change in the Order of Business, a majority vote of the members ofthe Board shall
be required.
(d) Emesmemc Business: Action on any new matter of business not specified on the
Agenda shall be postponed until the next regular Board meeting unless it shall be
declared an emergency by majority vote of the directors present and the notice
requirements of the Open Meetings Act have been satisfied; then immediate action
shall be taken only upon affirmative vote of a majority of members of the Board.
(e) Postponement ofAction: Any Board member may request that action of any business
shall be held over until the next regular meeting. With a majority vote, request shall be
binding on the Board.
(f) Orel presentation bvCity Sfatf Matters requiring the Board's attention maction which
have developed since the deadline fordelivery of written communication to the Board,
may, upon approval of the Board, be presented orally by the City Manager, Assistant
City Manager or the Director of Parks and Recreation.
ARTICLE IV
VOTING
Section 1. Votin¢ Method: Voting shall be done orally and by members present only.
Section 2. Voting Required: No member shall be excused from voting except on matters
involving the consideration of his own official conduct or where his financial interests
' are involved, or unless excused by the Board for other valid reasons by a majority vote.
Any member refusing in vote shall be entered on the record as voting nay.
Section 3. Tie Vote: N the event of a tie in voting on any motion, the motion shall be tabled until
the next scheduled meeting.
Section 4. Majority Vote Required: Approval ofeverymotion shall require the affirmative vote of
a majority of members of the Board present.
Section 5. Recording of Votes: The ayes and nays shall be taken upon voting of all motions and
entered upon the official record of the Board.
Section 6. Unless otherwise stated herein, Robert's Rules of Order shall govern all deliberations
of the Board.
Allen C.D.C. Board of Directors By-laws -- Page 4
ARTICLE V
BY-LAWS
' Sectionl. Suspension of Rules: Any provisions of these by-laws not governed by the Charter or -
Ordinance of the City of Allen maybe temporarily suspended by an affirmative vote of
a majority of the members of the Board present.
Section 2. Amendment: These by-laws may be amended or new by-laws adopted, by an
affirmative vote of six or more members, provided the proposed amendments or new
by-laws shall have been introduced into the record at a prior meeting.
Allen C.D.C. Board of Directors By-laws -- Page 5