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HomeMy WebLinkAboutResolution No. 83-24 - Friendswood Industrial Development Corp RESOLUTION NO. , y-, 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, TEXAS, APPROVING THE BYLAWS OF THE FRIENDSWOOD INDUSTRIAL DEVELOPMENT CORPORATION. * * * * * BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, TEXAS • Section 1 . That the Bylaws proposed by the Friendswood Industrial Development Corporation to govern said Corporation ' s activities , a copy of which is attached hereto and for all pur- poses made a part of this Resolution, are hereby approved . PASSED this ,p Jii day of ir, , 1983. �r ATTEST: .<___C- ( " - kl/v /f.7/ Ci y Secretary ` FRIENDSWOOD INDUSTRIAL DEVELOPMENT CORPORATION BYLAWS ARTICLE I POWERS AND PURPOSES SECTION 1. 01. Financing of Industrial Development Projects . In order to implement the purposes for which the Corporation was formed as set forth in the Articles of Incorporation, the Corporation shall issue obligations to finance all or part of the cost of one or more commercial , industrial or manufacturing projects to promote and develop commercial, industrial and manufacturing enterprises to and encourage employment and serve the public welfare, pursuant to the provisions of the Development Corporation Act of 1979, 1979 Tex. Gen. Laws , Ch . 700, §1, at 1675 (the "Act") , including all subsequent amendments thereto. SECTION 1.02. Conditions Precedent to Issuance of Obligations . The Corporation shall not issue any obligations unless : a. The Board of Directors has recommended , and the City Council (the "Governing Body") of the City of Friendswood , Texas , (the "Unit") has approved by written resolution an agreement to issue obligations adopted by the Corporation, which agreement and resolution shall set out the amount and purpose of the obligations . No issue of obligations , including refunding bonds , shall be sold and delivered by the Corporation without a written resolution of the Governing Body adopted no more than sixty (60) days prior to the date of sale of the obligations specifically approving the resolution of the Corporation providing for the issuance of the obligations ; and b. The Texas Industrial Commission, or the executive director thereof, has approved as required by law the contents of any lease, sale or loan agreement or other documents made by the Corporation under the Act in connection with the issuance of obligations . SECTION 1.03. Audits . The Corporation shall provide for an annual financial audit of all its books and records by an independent certified public accountant. The Corporation shall submit or provide for the submittal of a copy of each such audit to the Unit . SECTION 1. 04. Access to Books and Records . The Corporation shall provide any authorized representative or representatives of the Unit with the right of access , at any reasonable time, to all books and records of the Corporation. Otherwise, the Corporation shall comply with the provisions of the Open Records Act , Article 6252-17a , Vernon ' s Texas Civil Statutes . SECTION 1. 05. Net Earnings . The Corporation shall conduct its affairs and activities so as to assure that no part of the net earnings of the Corporation inures to the benefit of any private individual or private entity (except that reasonable compensation may be paid to others for services rendered to or for the Corporation affecting its purposes) ; it being intended that the net earnings of the Corporation (beyond those necessary for retirement of indebtedness or to carry out or assist in carrying out an industrial development project or projects) shall inure only to the benefit of the Unit . SECTION 1. 06. Political Activities . The Corporation shall not carry on propaganda or otherwise attempt to influence legislation and shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. SECTION 1 .07. Compensation. The Corporation shall conduct its affairs and activities so as to assure that neither the Corporation nor any of its officers or directors receive any compensation in connection with the financing of any industrial development project , except reasonable expenses approved by the Board of Directors of the Corporation. SECTION 1.08. Disposition of Assets . Subject to any valid liens , charges or encumbrances and the prior rights of the holders of any obligations of the Corporation and any creditors of the Corporation, in the event of dissolution of the Corporation, at any time or for any reason, all of the funds , properties and assets of the Corporation shall be conveyed to the Unit or to another public body or not-for-profit entity as determined and approved by the Unit , to be used only for purposes approved by the Unit ; it being intended that no officer or director of the Corporation or any other private person or entity shall ever derive or receive any financial or pecuniary gain or profit from the Corporation on dissolution, liquidation or winding up. ARTICLE II . BOARD OF DIRECTORS SECTION 2. 01. Powers , Number and Term of Office. a. The property and affairs of the Corporation shall be managed and controlled by the Board of Directors and , subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws , the Board of Directors shall exercise all of the powers of the Corporation. -2- b. The Board of Directors shall be composed of seven (7) members each of whom shall reside within the corporate boundaries of the City of Friendswood , Texas . Each director shall be appointed by the Governing Body of the Unit to serve a two (2) year term or until his or her successor shall be appointed thereafter , but shall be removable at the will of the Governing Body. SECTION 2 . 02. Meetings of Board of Directors . The Board of Directors may hold its meetings within Galveston County , Texas , or otherwise, as the Board of Directors may from time to time determine; provided , however , in the absence of any such determination by the Board of Directors , the meetings shall be held at the registered office of the Corporation. SECTION 2. 03. Annual Meetings . Annual Meetings of the Board of Directors shall be held on the fourth Thursday of April of each year at 7 : 30 p.m. at City Hall, City of Friendswood , Texas , or at such time and place as shall be designated by resolution of the Board of Directors . SECTION 2.04. 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 . SECTION 2. 05. 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 or upon advice of or request by the Unit . SECTION 2. 06. Notice to Public of Meetings . Public notice of all meetings of the Board of Directors shall be given by posting a written notice of the date, time, place, and subject of the meeting on a bulletin board located at a place convenient to the public in the Friendswood City Hall at least seventy-two (72) hours preceding the scheduled time of the meeting. However , in the event of an emergency or urgent necessity, which shall be expressed in the notice, additional subjects may be added to the notice described above or notice of a meeting may be posted at any time at least two (2) hours preceding the scheduled time of the meeting. The Corporation shall comply fully with the provisions of the Open Meetings Act, Article 6252-17 , Vernon ' s Texas Civil Statutes , in the conduct of its affairs . SECTION 2. 07 . Quorum. Four (4) members of the Board of Directors 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 or by these Bylaws . -3- SECTION 2. 08. 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, and the Board shall take actions as it deems appropriate in accordance with all applicable laws . At all meetings of the Board of Directors , the president shall preside, and in the absence of the president , the vice president shall exercise the powers of the president . The secretary of the Corporation shall act as secretary of all meetings of the Board of Directors , but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. ARTICLE III OFFICERS SECTION 3 . 01 . Titles and Terms 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 not hold more than one office. The term of office of each officer shall commence with the Annual Meeting and , if not sooner terminated , conclude at the next Annual Meeting. All officers shall be subject to removal from office, with or without cause, at any time by vote of a five (5) members of the entire Board of Directors . A vacancy in the office of any officer shall be filled by a vote of a majority of the directors . All officers shall be members of the Board of Directors . SECTION 3. 02. Powers and Duties of the President. The president shall be a member of the Board of Directors of the Corporation ; the president shall preside at all meetings of the Board of Directors ; in furtherance of the purposes of this Corporation, he may sign and execute all contracts , conveyances , franchises , bonds , deeds , assignments , mortgages , notes and other instruments in the name of the Corporation. SECTION 3. 03. Vice President . The vice president shall be a member of the Board of Directors of the Corporation ; the vice president shall have such powers and duties as may be assigned to him by the Board of Directors 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 performance of the duties of the president shall be conclusive evidence of the -4- absence or inability to act of the president at the time such action was taken . SECTION 3. 04. Treasurer . The treasurer shall have custody of all the funds and securities of the Corporation which come into his hands . When necessary or proper , he may endorse, on behalf of the Corporation, for collection, checks , notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors ; he may sign all eipts and vouchers for payment made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors , whenever required by the Board of Directors , he shall render a statement of his cash account ; he shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose full and accurate accounts of all monies received and paid out on account of the Corporation; he shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors ; he shall, if required by the Board of Directors , give such bond for the faithful discharge of his duties in such form and amount as the Board of Directors may require. All checks issued by the Corporation shall be signed by the treasurer and one other officer of the Board . All officers of the Board of Directors shall, if required by such Board , give such bonds for the faithful discharge of their duties in such form and amount as the Board of Directors may require. The cost of all such bonds shall be borne by the Corporation. SECTION 3. 05. Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; he shall attend to the giving and serving of all notices ; in furtherance of the purposes of this Corporation, he 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; he shall have charge of the corporate books , records , documents and instruments , except the books of account and financial 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 he shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors . -5- ARTICLE IV PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS SECTION 4. 01. Effective Date. These Bylaws shall become effective only upon the occurrence of the following events : a . the adoption of these Bylaws by the Board of Directors ; and b. the approval of these Bylaws by the Unit . SECTION 4.02. Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation may at any time and from time to time be amended , provided that the Board of Directors files with the Unit a written application requesting that the Unit approve such amendment to the Articles of Incorporation, specifying in such application the amendment or amendments proposed to be made. If the Unit by appropriate resolution finds and determines that it is advisable that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment , the Unit shall proceed to amend the Articles as provided in the Act. These Bylaws may be amended by a two-third (2/3) majority vote of the Board of Directors . SECTION 4. 03. Interpretation of Bylaws . These Bylaws and all the terms and provisions hereof 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 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. 01 . Principal Office. The principal office of the Corporation shall be located in Friendswood , 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 -6- may be changed from time to time by the Board of Directors , pursuant to the requirements of the Act . SECTION 5.02. Fiscal Year . The fiscal year of the Corporation shall be as determined by the Board of Directors . SECTION 5.03. Seal. The seal of the Corporation shall be as determined by the Board of Directors . SECTION 5. 04. Notice and Waiver of Notice. Except as to the public notice of meetings required by Section 2.06 hereof, whenever any notice whatsoever is required to be given under the provisions of the Act , the Articles of Incorporation or these Bylaws , 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 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 . The business to be transacted or the purpose of any Regular or Special Meeting of the Board of Directors shall be specified in the notice or waiver of notice of such meeting, unless the Board of Directors specifically provides in writing to the contrary. 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. SECION 5. 05. Resignations . An officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified , at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. SECTION 5. 06. Approval or Advice and Consent of the Governing Body. To the extent that these Bylaws refer to any approval by the Unit or refer to advice and consent by the Unit, such advice and consent shall be evidenced by a certified copy of a resolution, ordinance or motion duly adopted by the Governing Body. SECTION 5. 07 . Prior Bylaws . These Bylaws , when adopted by action of the Corporation and approved by the Governing Body of the Unit , shall supercede and replace any Bylaws previously adopted by the Corporation. -7-