Resolution to Ammend SEDC CoF-BylawsWHEREAS, the City Council (the "Council ") of the City of Schertz, Texas (the "City ")
has previously authorized the creation of the City of Schertz Economic Development
Corporation (the "Corporation ") in accordance with the Development Corporation Act, as
amended, Title 12, Subtitle Cl, Texas Local Governs -rent Code (the "Act ");
WHEREAS, on January 12, 2011 the Council_ reviewed and approved the existing
Certificate of Formation and the existing Bylaws of the Corporation in Ordinance I 1 -M -21;
WHEREAS, the Council will take action on February 5, 2013 to change the term end
dates for other City Boards, Commissions, and Committees;
WHEREAS, the Board of Directors of the Corporation desire to charge the end dates of
the terms of the directors from November 30 to May 31 of the year in which the directors' term
expires, in order to be consistent with the other City Boards, Commissions, and Committees;
WHEREAS, the Board of Directors have reviewed and approved the proposed
amendments to the existing Certificate of Formation and the existing Bylaws of the Corporation
and has determined to authorize and approve such amendments; and
WHEREAS, the Board of Directors hereby finds and determines that the adoption of this
Resolution is in the best interests of the citizens of the City; now, therefore,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
CITY OF SCHERTZ ECONOMIC DEVELOPMENT COPROPARTION THAT:
Section 1. The Board of Directors hereby approves an Amended and Restated
Certificate of Formation (the "Articles of Amendment ") for the Corporation (a copy of which is
attached in substantially final form to this Resolution as Exhibit A). The Board hereby
authorizes the City Secretary to execute the Articles of Amendment and to cooperate with the
Corporation in filing such Articles of Amendment with the Texas Secretary of State, with any
such changes therein which do not alter the substance thereof (as determined by the City
Attorney) as may be required by the Secretary of State for filing.
Section 2. The Board of Directors hereby approves the amended Bylaws for the
Corporation in the form attached hereto as Exhibit B.
Section 3. 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 judgment and findings of the Governing Body.
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Section 4. All ordinances and resolutions, or parts thereof, which are in conflict or
inconsistent with any provision of this Resolution are hereby repealed to the extent of such
conflict, and the provisions of this Resolution shall be and remain controlling as to the matters
resolved herein.
Section 5. This resolution shall be construed and enforced in accordance with the
I
aws of the State of Texas and the United States of America.
Section 6. if any provision of this resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the Board
hereby declares that this Resolution would have been enacted without such invalid provision
Section 7. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, as amended, Texas Government Code.
Section 8. This Resolution shall be in force and effect from and after its final
passage, and it is so ordered.
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