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HomeMy WebLinkAboutResolution No. 2016-19 6 k RESOLUTION NO. R2016-19 A RESOLUTION OF THE CITY OF FRIENDSWOOD, TEXAS, APPROVING THE BYLAWS OF THE FRIENDSWOOD DOWNTOWN ECONOMIC DEVELOPMENT CORPORATION; AND REPEALING ALL OTHER RESOLUTIONS INCONSISTENT OR IN CONFLICT HEREWITH. I WHEREAS, the Development Corporation Act (the "Act"), Title 12, Subtitle C1 of the Texas Local Government Code, authorizes municipalities to create local non-profit development corporations; and WHEREAS, the City Council of the City of Friendswood, Texas, (the "City") has authorized the creation of the Friendswood.Downtown Economic Development Corporation (the "Corporation"), to be governed by Chapter 505 of the Act to accomplish the purpose of undertaking such projects as may contribute to the quality of life and economic growth in the City as outlined in Chapter 505 of the Act; and i 6 WHEREAS, the Corporation's Board of Directors has conducted its organizational meeting as provided under Section 501.063 of the Act and approved the initial Bylaws of the Corporation and requests that the City's governing body approve such Bylaws; and i WHEREAS, the City Council hereby finds and determines that the adoption of this Resolution approving the Corporation's Bylaws is in the best interests of the citizens of the City; G E E f t t NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, TEXAS: t I u f i E Section 1. That the Bylaws of the Friendswood Downtown Economic Development Corporation, in the form attached hereto, are hereby approved as required under Section 501.064 I of the Act. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the findings of the Governing Body. Section 3. That all resolutions or parts of resolutions inconsistent or in conflict herewith are,to the extent of such inconsistency or conflict, hereby repealed. PASSED,APPROVED,AND ADOPTED this the 12th day of September,2016. Kevin M. Hol Mayor ATTEST: rrrrr®® FRI ®® Melinda Welsh, TRMC ;,� . U : r City Secretary :+ r ®F i 82016-19 2 r BYLAWS OF THE FRIENDSWOOD DOWNTOWN ECONOMIC DEVELOPMENT CORPORATION SECTION 1. REGISTERED AND PRINCIPAL OFFICES: The address of the initial registered office of the Corporation is Friendswood City Hall, 910 S. Friendswood Dr., Friendswood, Texas 77546. This address shall also serve as the principal address of the Board. The Corporation shall have and maintain at all times within the State of Texas a registered office and registered agent, whose office is identical with such registered office, as required by Chapter 22 of the Business Organizations Code and the Development Corporation Act. The principal office does not have to be the same as the registered office. The location of the registered office or the person serving as registered agent may be changed from time to time by the Board, upon approval by the City. SECTION 2. PURPOSE: The purposes of the Corporation are those set forth in its Certificate of Formation, which is incorporated by reference herein. In these Bylaws, the term "Act"refers to the Development Corporation Act, Title 12, Subtitle C 1 of the Local Government Code (V.T.C.A.) SECTION 3. BOARD OF DIRECTORS: The affairs of the Corporation shall be managed by a Board of Directors (the "Directors") which shall be composed of seven (7) persons appointed by the City Council. Each of the Directors shall be a resident of the City of Friendswood, Texas (the "City"). The number of Directors making up the Board cannot be increased or decreased. Directors shall serve without compensation. 3.1 TERMS. Each Director shall hold office for the term for which the Director is appointed unless sooner removed or resigned. Each Director, including the initial Directors, shall be eligible for reappointment. Directors are removable by the City Council at will and shall be appointed for a term of two (2) years. If a Director is a member of the City Council and ceases to be a member of such, such shall constitute an automatic resignation as a Director and such vacancy shall be filled in the same manner as for other vacancies. 3.2 COMPOSITION. At least three of the Directors must be persons who are not employees or officers of the City or members of the City Council. The City's Economic Development Coordinator and Director of Administrative Services may serve as ex officio Directors, but shall not be entitled to vote. 3.3 REMOVAL. Any Director may be removed from office by the City Council at will. 3.4 RESIGNATION. A Director may resign at any time. To be effective, the resignation must be in writing, and submitted to the Board President, the Mayor and City Secretary. 3.5 VACANCIES. Vacancies on the Board created by death, removal, resignation or any other reason shall be filled by the City Council. The appointed successor shall serve the remainder of the term of the Directorship vacated. 1 SECTION 4. MEETINGS: 4.1 OPEN MEETINGS. All meetings of the Board must be held in accordance with the Texas Open Meetings Act, Chapter 551, Texas Government Code. Notice of the time, place, and business agenda for each meeting must be posted/given in accordance with the requirements of the Open Meetings Act. 4.2 PLACE. Unless otherwise expressly provided by resolution of the Board, all meetings will be held at City Hall, 910 S. Friendswood Dr., Friendswood, Texas 77546. All meetings must be held within the municipal boundaries of the City. 4.3 ANNUAL MEETING. The Board shall hold an annual meeting in the last quarter of the each fiscal year of the Corporation as set by the Board. 4.4 REGULAR MEETINGS. The Board shall provide for regular meetings as set by the Board. Regular meetings will be held not less than quarterly. 4.5 SPECIAL MEETINGS. A special meeting may be called or held at the request of the Corporation's President or three Directors. 4.6 QUORUM. A majority of the Directors constitutes a quorum for conducting the official business of the Corporation. The act of a majority of the Directors present at a meeting at which a quorum is present shall constitute the act of the Board and the Corporation unless the act of a greater number is required by law. However, in no event shall any project or expenditure be approved except by the affirmative vote of not less than four (4) Directors present at the meeting. A Director may not vote by proxy. Directors must be present to vote at any meeting and shall announce their vote on each matter for which Board action is required, except on matters involving the consideration of a Director's own official conduct, or where a Director's financial interests are involved, or for other good and valid reasons; in which event, such Director shall not vote, but shall give his or her reasons for not voting, which reasons shall be recorded in the minutes of the Board meeting. 4.7 CONDUCT OF MEETINGS. Meetings of the Board shall be presided over by the Board President, or in his/her absence the Vice-President. The Board may adopt rules governing how its meetings are conducted. Notice of a special meeting shall be given in writing or electronically to all Directors at least 72 hours prior to the meeting. 4.8 RECORD OF MEETINGS. The Board Secretary shall provide for the recording and taking of minutes of Board meetings. Attention will be given to assure compliance with the requirements of the Open Meetings Act. The City Secretary will assist the Board Secretary in maintaining the minutes of Board meetings. SECTION 5. CONFLICTS OF INTEREST: Whenever a Director is aware of a conflict of interest with regard to any particular vote, the Director shall bring the same to 2 the attention of the meeting and shall abstain from the vote, unless the Board determines that no conflict of interest exists. Any Director may bring to the attention of the meeting any apparent conflict of interest or potential conflict of interest of any other Director, in which case the Board shall determine whether a true conflict of interest exists before any vote shall be taken regarding that particular matter. The Director as to whom a question of interest has been raised shall refrain from voting with regard to the determination of whether a true conflict exists. SECTION 6. BOARD'S RELATIONSHIP WITH CITY COUNCIL: 6.1 In accordance with state law, the City Council shall require that the Corporation be responsible to it for the proper discharge of its duties. The Board shall determine its policies and direction within the limitations of the duties herein imposed and by applicable laws, the Certificate of Formation, these Bylaws, contracts entered into with the City, and budget and fiduciary responsibilities. 6.2 The Corporation is authorized to undertake projects as described in Subchapter C of Chapter 501 of the Local Government Code and Chapter 505 of the Local Government Code, to promote new or expanded business enterprises in the downtown area as defined by the City of Friendswood Downtown District Map, including but not limited to streets, targeted infrastructure, paved sidewalks, pedestrian amenities including lighting, benches, signage, and other related public improvements, and the maintenance and operations expenses for any of the above-described projects. However, all projects are subject to the approval of the City Council. 6.3 An annual financial report for the Corporation must be provided to the City Council. Further, the Corporation shall not less than annually provide to the City Council a status report, which report shall include the status of current and approved projects of the Corporation. SECTION 7. BOARD'S RELATIONSHIP WITH ADMINISTRATIVE DEPARTMENTS OF THE CITY: 7.1 Any request for services made to the administrative departments of the City shall be made by the Board or its designee in writing to the City Manager. The City Manager may approve such request for assistance from the Board when he or she finds such requested services are available within the administrative departments of the City and the Board has agreed to reimburse the administrative department's budget for the cost of such services so provided. Any requests for legal assistance from the City Attorney shall be made by the President or his or her designee to the City Attorney. The City Attorney may provide such assistance when such services are available and the Board has agreed to reimburse the City for the cost of providing the legal services. 7.2 The Corporation will contract with the City for the provision of administrative, financial and legal services by the City to the Corporation, 3 including any other reasonable services in furtherance of the purposes of the Corporation and authorized by the Act. SECTION 8. OFFICERS OF THE CORPORATION: 8.1 ELECTED OFFICERS. The officers of the Corporation shall be a president, a vice-president, and a secretary/treasurer. There may be such other officers, assistant officers and agents as the Board of Directors may deem necessary. The officers shall be named from among the members of the Board of Directors of the Corporation. No agent or employee of the Corporation need be a Director, a resident of the City or an employee of the City. Any two or more offices may be held by the same person, except the offices of president and secretary. 8.2 ELECTION OF OFFICERS. Except as provided by Section 8.5 and by virtue of the Corporation's organizational meeting, all officers shall be elected by the Board of Directors at the Annual Meeting of the Board of Directors. Each newly-elected officer(other than any person who succeeds himself in office) shall take office immediately following his/her election. Any person elected as an officer of the Corporation by reason of death, disability, retirement, disqualification or removal from office of an officer or by reason of the occurrence of a vacancy of the office of any officer for any other reason, shall take office immediately upon his/her election. 8.3 TERM OF OFFICE. Except for the initial officers who shall hold office until the first annual board meeting, each officer of the Corporation shall hold office for a term of one year until the next annual meeting of the Board of Directors and until his successor is duly elected and qualified or until his death, resignation, retirement, disqualification or removal from office. There shall be no limitation on the number of consecutive years that a person may serve in the same office. 8.4 REMOVAL. Any officer, employee or agent may be removed from the position held by them, with or without cause, at any time by the majority vote of the directors present at any meeting of the Board of Directors at which a quorum is present whenever in their judgment the best interests of the Corporation will be served thereby. 8.5 FILLING VACANCIES. Any vacancy occurring in any office of the Corporation (by death, resignation, removal or otherwise) may be filled by the Board of Directors of the Corporation. 8.6 PRESIDENT. The President shall be the chief executive officer of the Corporation. The President shall appoint standing and special committees and task groups as required, and as approved by the Board of Directors. In the absence or disability of the President, his duties shall be performed and his powers may be 4 exercised by the Vice-President. The President shall be an ex officio member of all committees appointed by the President or the Board of Directors. 8.7 VICE-PRESIDENT. The Vice-President shall generally assist the President and shall have such powers and perform such duties and services as, from time to time, shall be prescribed or delegated to him by the Board of Directors. The Vice-President shall, during the absence of or in the event of the death, disability, retirement, disqualification, removal or the occurrence of the vacancy of the office of President for any other reason, perform the duties and exercise the power of the President. 8.8 SECRETARY/TREASURER. The Secretary/Treasurer, with the assistance of the City Secretary, shall see that notices are given of all meetings of the Board of Directors and shall assure that true records of all proceedings of all such meetings are maintained. The Secretary/Treasurer shall determine that all books, documents, papers and records of the Corporation, except those for which some other office or agency is properly accountable, are being properly maintained. The Secretary/Treasurer shall generally perform all duties and shall have authority to exercise all the powers usually appertaining to the offices of secretary and treasurer of a corporation, in conjunction with services to be provided by the City's Director of Administrative Services under an administrative services contract with the City. In the absence or disability of the Secretary/Treasurer, the duties shall be performed by such person as shall be appointed by the Board of Directors. SECTION 9. MISCELLANEOUS: 9.1 BOOKS AND RECORDS. The Corporation shall keep books and records of accounts and shall keep minutes of the proceedings of its Board of Directors and each committee. All books and records of account of the Corporation shall be subject to the provisions of Chapter 552 of the Texas Government Code,relating to public information. 9.2 CHECKS AND NOTES. The Corporation's depository shall be the same as the City's depository. The Corporation has chosen to contract with the City to administer its accounts and, therefore, disbursements from the Corporation's accounts will be made on checks signed by the City Manager and City's Director of Administrative Services. However, such disbursements may only be made based on Board approved projects up to budgeted amounts. 9.3 FISCAL YEAR. The fiscal year of the Corporation shall be the same as the fiscal year of the City. 9.4 CONTRACTS FOR SERVICES. 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 its duties. 5 9.5 ANNUAL CORPORATE BUDGET. At least sixty (60) days prior to the commencement of each fiscal year of the Corporation, the Board of Directors shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the City Council. The budget shall not be effective until it has been approved by the City Council. 9.6 DEPOSIT AND INVESTMENT OF CORPORATE FUNDS. All proceeds from loans or from the issuance of bonds, notes or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture or other documents authorizing or relating to their execution or issuance. Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the Corporation, if any, 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 accounts, reconciliation and investment of funds and accounts shall be performed by the City. All such Obligations must be approved by the City in accordance with Sections 501.054 and 501.073 of the Texas Local Government Code. 9.7 EXPENDITURE OF CORPORATE MONEY. The monies of the Corporation, including sales and use taxes collected pursuant to Chapter 505 of the Act, monies derived from rents received from the lease or use of property, the proceeds from the investment 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: (1) Expenditures from the proceeds of Obligations shall be identified and described in the orders, resolutions, indentures or other agreements submitted to and approved by the City Council prior to the execution of loan or financing agreements or the sale and delivery of Obligations to the purchasers. (2) Expenditures that may be made from a fund created with the proceeds of Obligations and expenditures of monies derived from sources other than the proceeds of Obligations may be used for the purposes of financing or otherwise providing one or more "Projects," as defined in Chapter 505 and other provisions of the Act. The specific expenditures shall be described in a resolution or order of the Board and shall be made only after approval by the City Council. (3) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget in accordance with the City's approved financial management policies. 6 (4) The Corporation may not assume a debt or make any expenditure towards any principal or interest on a debt if the debt existed before the date the City created the Corporation. (5) Expenditures for Projects require written performance agreements to assure that the public purpose of the expenditure is served. Such agreements must at a minimum meet the stated requirements for performance agreements found in the Act. 9.8 APPROVAL AND CONSENT OF CITY COUNCIL. To the extent that these Bylaws refer to any approval by the City or by the City Council, that approval shall be evidenced by a copy of an ordinance, resolution or order,duly adopted by the City Council. 9.9 INDEMNITY. As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code) a governmental unit and its actions are governmental functions. The Corporation shall indemnify any Director or officer, or former Director or officer, of the Corporation, to the fullest extent and manner permissible under the Act,the Non-Profit Act and the Texas Tort Claims Act. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation against any liability asserted against him and incurred by him in such capacity or arising out of his status as such a person to the fullest extent under the Act, the Non-Profit Act, and other applicable law. SECTION 10. EFFECTIVE DATE; AMENDMENTS: 10.1 EFFECTIVE DATE. These Bylaws shall become effective upon the occurrence of the approval of the City Council and adoption by the Board. 10.2 AMENDMENTS. These Bylaws may not be altered, amended or repealed and/or new Bylaws may not be adopted without the prior approval of the City Council. SECTION 11. DISSOLUTION OF THE CORPORATION: Upon dissolution of the Corporation by the City Council,titles to or other interest in any real or personal property owned by the Corporation at such time shall vest in the City. SECTION 12. APPLICABILITY OF CITY POLICIES AND PROCEDURES: All duly approved City policies and procedures shall apply directly to the Corporation and the Board unless such charters, policies or procedures are superseded by state law or not related to the functions of the Board. The Board has the prerogative, subject to approval by the City Council, to adopt other policies and procedures in addition to or in place of those of the City. 7 CERTIFICATE OF SECRETARY/TREASURER I certify that I am the duly elected and acting President of Friendswood Downtown Economic Development Corporation, and that these Bylaws constitute the Corporation's Bylaws. These Bylaws were initially adopted at a meeting of the Board of Directors held on September 22, 2016, and subsequently approved by a resolution of the City Council of the City of Friendswood, Texas on October 3, 2016. Dated: /0 j) , 2016 Ronald Cox, President ATTEST: P,YW4, , W Patrick McGintWs, Secretary/Treasurer 8