EDC 02-19-1998
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MINUTES OF THE ORGANIZATIONAL MEETING OF THE
CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION
THE STATE OF TEXAS
COUNTIES OF BEXAR,
COMAL AND GUADALUUPE
CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION
ON THIS, the 19th day of February, 1998, the Board of Directors (the
Board) of the City of Schertz Economic Development Corporation (the
Corporation) convened at 7:00 o'clock p.m. at the Conference Room, Schertz,
Texas with the following members being present and in attendance:
Ken Greenwald
Norman Agee, Sr.
Charles McDonald
Ramon Cook
Steve White
Johnie McDow
Tim Swinney
Constituting a majority of the persons appointed to the Board and a quorum for
the transaction of business, such meeting being the initial meeting of the Board
of Directors of the Corporation (the Board) created under and pursuant to the
provisions of the Development Corporation Act of 1997, as amended, Texas
Revised Civil Statutes Annotated Article 5190.6 (the Act); and notice of such
meeting having been duly given in accordance with the provisions of Section 12
of the Act or the requirement of such notice having been waived as authorized by
Section 15( d) of the Act. Also in attendance were, Jeff Kuhn, Kerry Sweatt and
L. J. Cotto
The meeting was called to order, and by a unanimous vote of all Directors
present, Tim Swinney was elected to serve as temporary chairman of the
meeting. The Board was then advised that the Articles of Incorporation had been
filed with, and a certificate of incorporation issued by, the Secretary of State of
Texas, all as of the 5th day of February, 1998.
It was determined that the first order of business to be considered was the
election of officers of the Corporation prescribed in Article III of the Bylaws. The
following persons were then nominated. Charles McDonald nominated and
. Norman Agee seconded the nomination of Tim Swinney to serve as President;
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Charles McDonald nominated and Ken Greenwald seconded the nomination of
Steve White to serve as Vice President; Norman Agee nominated and Ken
Greenwald seconded the nomination of Johnie McDow to serve as Secretary;
and Tim Swinney nominated and Ken Greenwald seconded the nomination of
L.J. Cott to serve as Treasurer and elected by unanimous vote to serve as
officers of the Corporation for a term to expire on September 30 of each year as
provided in the Articles of Incorporation:
Tim Swinney
Steve White
Johnie McDow
L.J. Cott
President
Vice President
Secretary
Treasurer
Norma Althouse and Dolores Butler were appointed by acclamation as
Assistant Secretaries.
The President then assumed the duties of presiding officer at the meeting
and then announced that the next items of business were to approve the Articles
of Incorporation and Bylaws.
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The next order of business presented to the Board was the adoption of the
Articles of Incorporation for the Corporation. A draft of the Articles of
Incorporation which had been approved by the City Council of the City of
Schertz, Texas (the Governing Body), in connection with its approval and
authorization for the creation of the Corporation was then presented to the Board
and discussed. A motion was made by Johnie McDow and seconded by Norman
Agee that the Articles of Incorporation, as approved by the Governing Body and
filed with the Secretary of State, be adopted. Upon a vote being called, such
Articles of Incorporation were duly adopted as the Articles of Incorporation of the
Corporation by the following vote of the Directors present: Ayes: Tim Swinney,
Norman Agee, Ken Greenwald, Steve White and Johnie McDow; Nays: None;
Abstentions: Charles McDonald and a copy of same were directed to be
attached hereto and made a part of the official minutes of the Board.
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The next order of business presented to the Board was the adoption of the
Bylaws for the Corporation. A draft of the Bylaws which had been approved by
the Governing Body in connection with its approval and authorization for the
creation of the Corporation was then presented to the Board and discussed. A
motion by Charles McDonald and seconded by Steve White that the Bylaws, as
approved by the Governing Body, be adopted. Upon a vote being called, such
Bylaws were duly adopted as the Bylaws of the Corporation by a unanimous vote
of the Directors present, and a copy of same were directed to be attached hereto
and made a part of the official minutes of the Board.
President Swinney announced that the next items of business to be
. considered by the Board were the adoption of a seal for the Corporation,
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establishing a fiscal year for the Corporation, the designation of a regular
meeting place and a regular meeting date for the Board, and the selection of a
depository bank for the Corporation's funds. President Swinney then noted for
the record that Mr. Kerry Sweatt was appointed as the Executive Director of
the Corporation pursuant to Section 3.6 of the Corporation's Bylaws.
Upon a motion being made and seconded and a vote being called for,
the following items were passed and adopted by a unanimous vote of all
Directors present. The Board agreed that its regular meetings would be held
"as called" with proper notification and posting at 7:00 p.m. and its regular
meeting place would be the City of Schertz City Hall. The Board agreed that
special meetings would be called and conducted in accordance with the
Corporation's Articles of Incorporation and Bylaws and the Act. The Board
directed that the fiscal year of the Corporation would coincide with the City's
fiscal year being the twelve-month period from October 1 st through September
30th of each year and that the Corporation would consider utilizing the City's
depository bank to deposit its funds. The Board directed the Treasurer to
contact this bank and other banks in the City in order that a depository
contract could be presented to the Board for consideration.
President Swinney then announced that the next order of business to
be considered by the Board was to retain the professional services of a
financial advisor to represent and serve the Corporation in connection with any
project to be financed.
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A motion was then made by Johnie McDow and seconded by Ken
Greenwald to approve the recommendation of the City Manager that the firm
of Southwest Securities, Inc., San Antonio, Texas, be designated and retained
as financial advisor to the Corporation. Upon a vote being taken, the motion
carried by a unanimous vote of the Directors present.
President Swinney then announced that the next order of business to
be considered by the Board was to retain the professional services of general
counsel and bond counsel to represent and serve the Corporation in
connection with any project to be financed.
A motion was then made by Ken Greenwald and seconded by Steve
White to approve the recommendation of the City Manager that the firm of
Fulbright & Jaworski L.L.P., San Antonio, Texas, be designated and retained
as general counsel and bond counsel to the Corporation. Upon a vote being
taken, the motion carried by a unanimous vote of the Directors present.
The next order of business was a general discussion that the next
meeting of the Board should include a briefing by Mr. Sweatt relating to the
plans for the proposed Corporation projects and the preparation of a
preliminary budget for the Corporation.
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President Swinney then asked if there was any other business for the
Board to consider and, none being offered, it was moved and seconded that
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the meeting be adjourned. Upon a vote being taken, the motion carried by a
unanimous vote of all Directors present and the meeting was adjourned at
9:20 p.m.
MINUTES APPROVED, this the /!Ii-day of /f7tVu_-/./ , 1998.
Signatures of all Directors
whether present or absent
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