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P IJ~S~ L~l®IPl P®~~~SSS
Section 1.1, P ~ ose. The Corporation is incorporated for the purposes set forth in
Article Four of its Certificate of Formation, as amended ~th~~e "Certificate of Fornation"~, the
earns to be accomplished on behalf of the City of Schertz, Texas (the 66City „) as its duly
constituted authority and instrumentality iii accordance with the l3evelopment Corporation fief,
as amended (Title 12, Subtitle C1, Texas Local Government Code) (the "pct"~, and other
applicable laws.
Section l .~. Powers. In the f~.xlfillment of its corporate purposes, the Corporation shall
be governed by Chapter Sal, Chapter ~fl~, and Chapter 5~5 of the tact and an election held in the
City on ~.ugust ~; 1997 (the "Bleetion"), and shall have all the powers set forth and conferred in
its Certificate of Formation, in the pct, acrd in other applicable Ia~,v, subject to the limitations
prescribed therein and herein and to the provisions thereof and IaereoF
ArTICL,~ 1~
BGArD ~3F DlRECTGrS
Section 2.1. Powers, dumber and Tern of i~ffice.
(a) The property and affairs of the Corporation shall be managed and
controlled by a Board of Directors the "Board "~ under the guidance and direction of the City
Council of the City (the "Council") and, subject to the restrictions imposed by Iaw, by the
Certificate of Formation and by these Amended and restated Bylaws (these "Bylaws"`~ the
board shall exercise all of the powers of tl~ie Corporation.
{b~ The Board shall consist of seven (7) directors, each of whom shall be
appointed by the Council.
(c) The directors constituting the Board shall be those directors Warned in the
Certificate of Formation, as amended and restated on February 5, 201. Successor directors shall
have the qualifications, shall be of the classes of directors, and shall be appointed to the terms set
forth irf the Certificate of Formation.
~d~ A,ny director rriay be removed from office by the Council at will.
Section 2.2. 1Vleetir*c?s of D?recrorS. ~a> ~'`he directors rriay hold their ri~eetings at such
piece or places in the City as the Board may from time to tie determine9 provided, however, in
the absence of any such deteirnination by the Board, the meetings shall be held at the principal
office of the Corporation as specified in Section 5.1 of these Bylaws. regular meetings of the
Board shall be held without the necessity of notice to directors at such times and places as shall
'oe designated fYom dine to time by the Board. Special meetings of the Board shall be held
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whenever called by the president, by a majority of the directors, by the mayor of the City, or by a
majority of the Coauncil.
(b) The secretary shah give notice to each. director of each special meeting in
person or my mail, telepr~one or telegraph; at least two (2} hours before the meeting. 1Jr~ess
otherwise indicated in the notice thereof, any and all matters pertaining to tlae purposes of the
Corporation may be considered and acted upon at a special meeting. At any meeting at which
every director shall be presergt, evens though without any notice, any matter pertaining to the
purpose of the Corporation maybe considered and acted upon consistent with applicable law.
(c) ~Jhenever any notice is required to be given to the Board, such notice
shall be deerned to be suffgcient ~ given by depositing the same 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. Atten=dance of a director at a meeting shall constitute a waiver of notice
of such meeting, except attendance of a director at a meeting for the express purpose of objecting
to the transaction of any business on the grounds that the rr?eeting is not (awfully called or
convened. ~reither the business to be transacted at nor the purpose of any regular or special
meeting of the Board need be specified in the notice to directors or waiver of notice of such
meeting, unless required by the Board. A waiver of notice irr 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.
Section 2.~. Open Te~eetin~s Act. Ail meetings and deliberations of the Board shall be
called, convened, held, and conducted, and notice shall be given to the public, in accordance with
the Texas Cpen meetings Act, as amended (Chapter 55 ? , Texas CTovernment Code) (the "Open
1~eetings Act";.
Section 2.~. uorum. A majority of the entire membership of the Board shall
constitute a quorum to conduct official business of t_he Corporation. The act of a majority of the
Board of Directors present at a meeting at which a quorum is in attendance shall constitute the
act of the Board and of the Corporation, unless the act of a greater number is required by la~~.
Section 2,~. Conduct of Business.
(a) At the meetings of the Board, matters pertaining to the business of the
Corporation shall be considered in accordance with rules of procedure as from time to time
prescribed by the Board.
(bj The president shall preside at all meetings of the Board. In the absence of
the president, the vice president shall preside.
(c~ The president shall be a voting member of the Board.
(d) The secretary of the Corporation shall act as secretary of all meetings of
the Board, but in the absence of the secretary, the presiding officer may appoint any person to act
as secretary of the meeting. The treasurer and any assistant secretary may, at the option of the
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Board, be employees of the City and each member of the Board with the exception of the
president, vice president, or secretary, may be appointed as assistant secretaries, provided,
however, that to the extent the treasurer or any assistant secretary is an employee of the City such
person shah not bean;errabcr of the Board.
Section 2.b. Committees of the Board. The Board may designate two `2~ or snore
directors or other persons to constitute a committee (including an advisory committee j of the
Board to exercise such authority, as approved by resolution of the Boardq provided, however;
that alt (anal, official actions of the Corporation may be exercised only by the Board. Each
committee so designated shall keep regular minutes of the transactions of its meetings and shall
cause such minutes to be recorded in boobs kept for that purpose in the principal office of the
Corporation and any such meetings must be conducted in accordance with the provisions of the
Cpen 1`/Ieetings Pict, if applicable.
Section 2.7. Compensation of Directors. Directors shall not receive any salary or
compensation for their services as directors. 1-iowever; they shall be reimbursed for their actual
expenses inc~.z~°ed the performance of their official duties as directors.
ARTICLE lIl
OFFICERS
Section 3.1. Titles and Terms of Office.
(a) The off cers of the Corporation shad be a president, a vice president, a
secretary, and a treasurer, and such other off"~cers as the Board may from time to titre elect to f 11
a vacancy or as appointed by the Council. ®ne person may hold more than one office, except
that the president shall not hold the off ce of secretary. Initial off cars shall serve for the terms
disclosed in the Certificate of Formation. Thereafter, terms of office shall be for two (2) years
with the torn of office expiring on hlay 31 of each year. ~1pon the expiration of the terms, cash
officer shalt have the right to be reappointed or reelected.
(bj ill officers shall be subject to re~~ovat from office at any tune by a vote
of a majority ofthe Council.
Vic} ~ vacancy in the office of any director shall be filled by a vote of a
majority of the Council. The retraining directors may recommend to the Council a person to be
named to fill any such vacancy.
Section 3.2. Powers and Duties of the President. The president shall be tl~e chief
operating executive officer of the Corporation, and, subject to the ~~thority of the Board, the
president shall be in general charge of the properties and affairs of the Corporation and execute
a~l t%~P-"t 9 c •-4`T~~> ; `` ''c~i'ses, ~uvitds, ideidS, ass iL~t1.1~tS, 1n "`" C ~
3~racts x~axva, areas Arai. f ~ ~ C~1xL~agc.., iiC~teS, a~aii tstiler
instruments in the name of the Corporation. The president shall preside over the meetings of the
Corporation.
Section 3.3. `aicc President. The vice president shall have such powers and duties as
may be prescribed by the Board and shall exercise the powers of the president during that
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officer's absence or inability to act, Any action taken by the vice president in the performance of
the duties of the president sl°~all be conclusive evidence of the absence or inability to act of flue
president at the time such action ;vas taken.
Section 3.4. Treasurer. The treasurer shall be the chief Pascal officer of the
Corporation, and shall have the responsibility tc see to the handling, custody, and security of all
funds and securities of the Corporation in accordance with these Bylaws. ~Ihen necessary or
proper, the treasurer may endorse and sign, on behalf of the Corporation, for collection or
issuance, checks, notes, and other obligations ira or drawn upon such bank, barsks, or depositories
as shall be designated 'oy the board consistent with these Bylaws. The treasurer shall see to the
entry in the books of the Corporation (tall and accurate accounts of all money received and paid
out on account of the Corporation. The treasurer shall, at the expense of the Corporation, give
such bond for the faithful discharge of his/her duties in such form, and amount as the board or
the Council may require. All check writing authority will follow all applicable City policies
concerning authorizations, signatures and disbursements.
Section 3.5. Secretary. The secretary shall keep the minutes of ail ri-deetings of the.
Board and books provided far that purpose, shall give and serve all notices, may sign with the
president ira the name of the Corporation, and/or attest the signature thereto, all contracts,
eor~veyances, franchises; bonds, deeds, assignments, mortgages, notes, and other instr=uments of
the Corporation, shall have charge of the corporate boobs, records, documents, and instruments,
except the books of account and financial records and securities, and such other books and
papers as the Board may direct, all of which shall at all reasonable times be open to public
inspection upon application at the principal office of the Corporation during business hours, and
shall in general perform all duties incident to the office of secretary subject to the control of the
Board.
Section 3.6. Executive Director. The City Manager, or his designee, will serve as the
Executive Director of the Corporation to provide administrative support services for the
Corporation and shall perforrr~ duties as prescribed by the Board and Council. The Executive
Director shall not be a member of the Board.
Section 3. ;, General. Tlae president; vice president, and the secretary shall be named
from among the members of the Board. The treasurer and any assistant secretary may, at the
option of the board, be employees of the City. To the extent that the treasurer or any assistant
secretary are employees of the City they shall not be members of the Board. The Executive
Director shall retain legal counsel and financial advisors for the Coaporatior~, subject to `rhe
approval of the majority of tl°le Board.
Section 3.8. Compensation. Gfficers who are members of the Board shall not receive
any salary or compensation for their services, except that they shall be reimbursed for the actual
expenses incurred in the performance of their offacial d~,zties as officers.
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ARTICI,~ I~
FUNCTI®~3AL CC~RPflRATE f3tTT~IF.S A~TL3 R~~UIR~~~I~~TS
Section 4. i . City of Schertz Economic Ijevelopment Corporation Ilan.
(aj It shah be the duty and obligatiord of the hoard to finance and implement
the City of Schertz Economic development Corporation Ilan subject to approval or disapproval
by Council.
{b} In carrying out its obligations under subsection jai, the Corporation shall
be authorized to exercise all rights and powers granted under the Act, including, but not limited
to Chapter 501, Chapter 502, and Chapter 5(35 of the Act.
Vic) The hoard shall at least annually submit reports to the Council as to the
status of its activities in carrying out its obligations ~.znder this Section.
{d) any and all agreements between the Corporation and ether parties shall be
authorized, executed, and approved, and delivered in accordance with applicable law.
Section 4.G. Annual Corporate ~ud~et. prior to the commencement of each fiscal year
of the Corporation, the hoard shall adept a proposed budget of expected revenues f am sources
set out in Section ~.5 of t~iis Article 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 '~y the Council. The budget shall not be effective until the earns has been
approved by the Council.
Section 4.3. hooks, Records, Audits.
(a) The Corporation shall keep and properly maintain in accordance with
generally accepting accounting principles, complete books, records, accounts, and financial
statements pertaining to its corporate finds, activities, and affairs.
(b) At the direction of the Council; the books, records, accounts, and financial
statements of the Corporation may be maintained for the Corporation by the accountants, staff
and personnel of the City.
~,c) The Corporation, or the City if the option of subsectio<~ ~'o} is selected,
shall cause its books, records, accounts, and financial statements to be studied at least once each.
fiscal year by an outside, irAdependent auditing and accounting frrm selected by Council and
approved by the Eoard. Such an audit shall be at the expense of the Corporation.
Sectior& 4.4. Deposit and Investment of Corporation Funds.
(a) All proceeds from loans or from the issuance of bonds, notes, or other debt
instr~zments (°`~bligations ") 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,
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fib} Subject to the requirements of contracts, loan agree~~ents, indentures, or
other agreements securing Obligations, all other money of the Corporation, if any; shall be
deposited, secur¢d, andtor invested in the manner provided for the deposit, security, and/or
investrraent of the public funds of the City, the Board, with Council approval, shall designate
the accounts and depositories to be created and designated for such purposes, and the methods of
withdrawal of f~znds therefrom for azse by and for the purposes of the Corporation upon the
signature of its treasurer and such other persons as the Board designates. `The accounts;
reconciliation, and investment of such funds and accounts shall be performed by tlae City
1`0/Ianager of the City, or his designee.
Section 4.5. Expenditure of Corporate 1/Ioney. 'The sales and use taxes collected
pursuant to Chapter SQI, Chapter 5{~2, and Chapter ~~5 of the Act and the proceeds from the
investment of fiznds of the Corporation, the proceeds from the sale of property, revenues
generated by any Projects as defined in Chapter 5~1, Chapter 5~~, and Chapter 5~5 of the Act
and payable to the Corporation or any other source of revenues that are payable to the
Corporation, arad the proceeds derived from the sale of Obligations; rr~ay be expended by the
Corporation for any of the purposes authorized by the Act, the Certificate of Formations, the
City's Dome 1Zule Charter, and the Election, subject to the following limitations:
Expenditures that may be made from a fund created with the proceeds of Obligations, and
expenditures of money derived from sources other than the proceeds of Obligations may be used
for the purpose of financing or otherwise providing one or more Projects, as defined in Chapter
SQI, Chapter SL~2, and Chapter 5f15 of the Act and in accordance with the Election;
All other proposed expenditures shall be made in accordance with and shall be set forth
in the ann~.al budget rewired by Section ~.2 or in contracts meeting the requirements of
Section 4.1(d~ of this Article.
Section 4.~. Issuance of Obligations. Igo Obligations; including refunding obligations,
shall be authorized or sold and delivered 'cry the Corporation unless the Council approves such
Obligations by action taken prior to the date of initial delivery of the Obligations to the initial
purchasers thereof.
A~TICI,E ~r
1vII5CEf,LA~~EOIJS PRO~lISIO?vS
Section 5.1. Principal Office.
(a} he principal office and the registered office of the Corporation shall be
the registered office of tie Corporation specified in the Certificate of Forxraation.
~~l ~`l~e Corporation shall have ar~d shall coiit~naal'.y designate a rcg~stered
:~r
agent at its office, as required by the Act.
Section ~.~. Fiscal Ye~°. ~'he fiscal year of the Corporation shall be the same as the
fiscal year of the City.
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Section 5.3. Seal. The seal, if any, of the Corporatiorb shall be determined by the
board.
Section 5.~. Resi nations. Any director or 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 is specified, at the time of its receipt by the president or secretary. The aeceptar~ce of
resignation shalt not be necessary to make it effective, unless expressly so provided in the
resignation.
Section 5,~. Approval or Advice and Consent oftbe Council. To the extent that these
Bylaws refer to any approval by the City or refer to advice acid consent by the Council, such
advice and consent shall be evidenced by a ce~ified copy of a resolution, ordinance, or motion
duly adopted by the Council.
Section ~.~, Services of City Staff and officers. To the extent possible, the
Corporation shall utilize the services and the staff employees of the City. All requests for staff
time or inquiries of staff will be requested through the City manager's {)ffice.
Section 5.7. Indemnification of f3irectors. Csfficers and IJmrsloyees.
(ay As provided in the Act, the Corporation is, for the purposes of the Texas
Tort Claims Act, as amersded (Subchapter A, Chapter 1 ~ 1, Texas Civil practices and Remedies
Code, a goverrarnental ur,~t and its actions are governmental functions.
fib) The Corporation shall indemnify each and every member of the ward, its
officers and its employees and each member of the Council acrd each employee of the City, to the
fullest extent permitted by law, against any and all liability or expense, including attorneys fees,
incurred by any of suc? ~ persons by reason of ar~y actions or orni scions that may arise out of the
sanctions and activities of the Corporation. Tlie legal counsel for the Corporation is authorized
to provide a defense for members of the hoard, officers, and employees of the Corporation,
ARTICI_,E ~I
EFF~CTI~I~ SATE, Al~~i~~~TvI~NTS
Section 6.1. Effective Bate. These Bylaws shall becorr~e effective upon the approval of
these bylaws by the Council.
Section 6.2. Amendments to Certificate of Formation and wl~ws. The Certificate of
Formation of the Corporation and these bylaws may be amended only in the manner provided in
the Certificate of Formation and the Act.
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Adopted: February 5, 2G i
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