98-T-3 -EDCNO. �Y- 7-
AN ORDINANCE AUTHORIZING AND APPROVING THE
CREATION OF THE CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION TO ACT ON BEHALF OF
THE CITY OF SCHERTZ, TEXAS; LEVYING AN ADDITIONAL
SALES AND USE TAX AS PROVIDED IN THE DEVELOPMENT
CORPORATION ACT OF 19797 AS AMENDED; AND OTHER
MATTERS IN CONNECTION THEREWITH
WHEREAS, on June 3, 1997 the City Council (the "Governing Body ") of the City
of Schertz, Texas (the "City ") ordered that an election be held in the City concerning
the authorization of an additional sales and use tax in accordance with the provisions
of the Development Corporation Act of 1979, as amended, Texas Revised Civil Statutes
Annotated Article 5190.6 (the "Act "); and
WHEREAS, the citizens of the City approved the imposition of this additional
sales and use tax at the election held in the City on August 9, 1997 (the "Election "); and
WHEREAS, the Governing Body hereby finds and determines that the levy of
an additional sales and use tax for the benefit of the City of Schertz Economic
Development Corporation is authorized pursuant to the provisions of Section 4B(d) of
the Act; and
WHEREAS, the Governing Body hereby finds and determines that the creation
of the City of Schertz Economic Development Corporation (the "Corporation ") in
accordance with the provisions of Section 4B of the Act is in the best interest of the
citizens of the City, and
WHEREAS, the Act authorizes the Corporation to operate, maintain, and finance
the costs of Projects (as defined in the Act) and to issue obligations and bonds on behalf
of the City to finance Projects described in the Act; and
WHEREAS, the Governing Body has reviewed and approved the Articles of
Incorporation and Bylaws of the Corporation and has determined to authorize and
approve the creation of the Corporation, a not - for - profit entity, as its constituted
authority and instrumentality to accomplish the specific public purposes as described
and defined in the Act; and
WHEREAS, the Governing Body hereby finds and determines that the adoption
of this Ordinance is in the best interests of the citizens of the City; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ,
TEXAS THAT:
0311302
SECTION 1: The Governing Body has found and determined, and hereby
finds and determines, that an additional sales and use tax in the amount of one -half
(1/2) of one percent (1 %) is hereby levied, imposed, ratified, and confirmed on the
receipts from the sale at retail of taxable items within the City in accordance with the
provisions of the Act, the Texas Tax Code, including, but not limited to, Section
321.102(a), as amended, Texas Tax Code, and all other applicable law.
SECTION 2: The Governing Body has found and determined, and hereby
finds and determines, that the Election held in the City on August 9, 1997 concerning
the imposition of an additional sales and use tax was called, conducted and canvassed
in accordance with the provisions of all applicable law and that the City is authorized
to collect, for the benefit of the Corporation, the additional sales and use tax as
authorized by the provisions of the Act.
SECTION 3: The Governing Body has found and determined, and hereby
finds and determines, that it is advisable that a nonprofit economic development
corporation be authorized and created, with such development corporation to be known
as the "City of Schertz Economic Development Corporation" (the "Corporation ").
SECTION 4: The Governing Body hereby approves the Articles of
Incorporation and the Bylaws proposed to be used in organizing the Corporation (copies
of which are attached in substantially final form to this Ordinance as Exhibit A and are
incorporated by reference for all purposes to this Ordinance); hereby grants authority
for and approves the incorporation of the Corporation; and hereby appoints
Kenneth Greenwald , Timothy_SwinneY_________, Ramon cQak_____________,
Norman Agee, Sr. Steve White Charles McDonald and
Johnie McDow as the initial directors of the Corporation.
SECTION 5: The public purposes of the City of Schertz, Texas (the "City "),
which the Corporation may further on behalf of the City are as set forth in the Act, the
Corporation's Articles of Incorporation and the aforementioned Election.
SECTION 6: The Corporation is hereby designated as the duly constituted
authority and instrumentality of the City (within the meaning of those terms in the
regulations of the Department of the Treasury and the rulings of the Internal Revenue
Service prescribed and promulgated pursuant to the Internal Revenue Code of 1986,
as amended) and shall be authorized to act on behalf of the City for the specific public
purposes as set forth in the Act; but the Corporation is not intended to be and shall not
be a political subdivision or a political corporation within the meaning of the
Constitution and the laws of the State of Texas (the "State "), except as provided in the
Act, and shall have all of the powers set forth in the Act.
SECTION 7: The Corporation may, under the conditions set forth in this
Ordinance, issue obligations on behalf of the City, acquire, lease, sell, or convey certain
properties to promote and encourage employment and the public welfare and to finance
projects as defined in the Act and in accordance with the City's Home Rule Charter and
0311302 -2-
the Election. The City shall not lend its credit or grant any public money or thing of
value in aid of the Corporation. Furthermore, obligations issued by the Corporation
with the approval of the City shall be deemed not to constitute a debt of the State, the
City, or of any other political corporation, subdivision or agency of the State or a pledge
of the faith and credit of any of them, but such obligations shall be payable solely as
provided in the Act.
SECTION 8: Upon dissolution of the Corporation, the City shall accept
title to or other interest in any real or personal property owned by the Corporation at
such time.
SECTION 9: This Ordinance is adopted for the purpose of satisfying the
conditions and requirements of the Act and the provisions of the Internal Revenue Code
of 1986, as amended, and the regulations prescribed thereunder from time to time and
for the benefit of the Corporation, the City, the owners or holders from time to time
of the obligations of the Corporation, and all other interested persons.
SECTION 10: The Governing Body authorizes the City Manager, or his
designee, in consultation with legal counsel and the City's financial advisors to take all
actions necessary to call and conduct the organizational meeting of the Corporation and
to file, at the expense of the Corporation, any and all documents with the offices of the
Secretary of State, the Comptroller of Public Accounts, and the United States
Department of Treasury, as appropriate, to effectuate the creation and organization of
the Corporation.
SECTION 11: The recitals contained in the preamble hereof are hereby
found to be true, and such recitals are hereby made a part of this Ordinance for all
purposes and are adopted as a part of the judgment and findings of the- Governing
Body.
SECTION 12: All ordinances and resolutions, or parts thereof, which are
in conflict or inconsistent with any provision of this Ordinance are hereby repealed to
the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters ordained herein.
SECTION 13: This Ordinance shall be construed and enforced in accordance
with the laws of the State of Texas and the United States of America.
SECTION 14: If any provision of this Ordinance or the application thereof
to any person or circumstance shall be held to be invalid, the remainder of this
Ordinance and the application of such provision to other persons and circumstances
shall nevertheless be valid, and the Governing Body hereby declares that this
Ordinance would have been enacted without such invalid provision.
0311302 -3-
SECTION 15: It is officially found, determined, and declared that the
meeting at which this Ordinance 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 Ordinance, was given, all as required by Chapter 551, as
amended, Texas Government Code.
SECTION 16: This Ordinance shall be in force and effect from and after its
final passage and it is so ordained.
[The remainder of this page intentionally left blank]
0311802 -4-
FIRST READING on the 20th day of January, 1998.
SECOND AND FINAL READING, PASSED AND ADOPTED on the 3rd day of
February, 1998.
CITY OF SCHERTZ, TEXAS
Mayor
ATTEST:
City Secretary
(CITY SEAL)
0311302 -5-
EXHIBIT A
ARTICLES OF INCORPORATION AND BYLAWS OF THE
CITY OF SCHERTZ
ECONOMIC DEVELOPMENT CORPORATION
0311302 -6-
� • - - CITY OF sCT�P�T7. -
"' ECUNOM[[! D .Clp►3mmyrn [ rtti�OAgTrON
THE STATE OF TEXAS �
COUNTIES OF BMUB. �
C.OMAL AND GuADALUPE
CITY OF SMMRTZ ECONOMIC $
DEVELOPMENT CORPORATION
WK THE UNDERSIGNED
natural persons, not less than three in number, each
of whom is at least 18 years of age, and each -of whom is a qualified elector of the City
of Schertz, Texas (which is a duly established home rule municipality under the Texas
Constitution and the City's Dome. Rule Charter), acting as incorporators of a public
in�entality and nonprofit development corporation (the "Corpon ") under the .
"Development Corporation Act of 1979", as amended, 'with the approval of the City
Council (the "Councii") of the City of Schertz, Texas (the "City'D as evidenced by the
Ordinance attached as Attachment "A" and made a part of these Articles for all
Purposes, do hereby adopt the following Articles of Incorporation for the Corporation:
ARTICLE ONE
NAME
The name of the Corporation is the "City of 'Schertz 'Economic Development
Corporation."
ARTICLE TWO
AUTHORIZATION
The Corporation -is a nonprofit corporation, and is an industrial development
corporation under the Development Corporation Act of 197% Texas Revised Civil.
0811801
Statutes Annotated Article 6190.$, as amended (the . *Acts, and shalt be governed by
the, City on August 9;1997.
ARTICLE THREE
DURATION
Subject to the provisions ofArticle Fourteen hereof, the period of duration of the
Corporation is perpetual.
ARTICLE FOUR
PURPOSE AND I TTATIONS
(a) The Corporation is .organized exclusively for the purposes of benefiting
and accomplishing public purposes -of, and to act -on behalf of, the City, and the-specific,
purposes for which the Corporation is organized, and it may issue bonds, notes, and
other forms of debt dents, and it may acquire, maintain, lease, and sell property,
and interests therein, on behalf -of the City, as authorized by Section 4B of the Act to
promote economic development with the City and the State of Texas in order to
eliminate unemployment and under employment and to promote and encourap
employment and the public welfare of; for, and on behalf of the City. The Corporation
may finance and undertake any such project, subject to the regulations and Iinuiations
set forth in Section 4B of the Act and an election held in the City on August 9, 1997.
The Corporation is authorized to issue bonds as permitted by the Act, provided,
however, no bonds may be issued by the Corporation and no project may be financed
with bond proceeds or other revenues of the Corporation unless such bonds or projects
-are first approved by the Council., The Corporation is a constituted authority and a
public instrumentality within the meaning of the Act, the regulations, the United States
Treasury Department, the rulings, of the Internal Revenue. Service prescrhed and
promulgated pursuant to Sections 103 and 141 of the Internal Revenue Code of 1986,
Mimi -2-
as amended, and the Corporation is authorized to act on behalf of the City as provided
In the Act and these Articles of incorporation.
(b) In the fulfillment of its corporate purpose; the Corporation shall have -an
d
eite3mebe the powers dQS�rNd' in paragraph (a) of this Article, together. with
all of
the other powers granted to the - .corporations that arecorparated under the Act
and
that are governed by Section 4B thereof, and to the extent not is cont tbte ,
the Corporation shall additionally have and may - exercise all of the rights, powers
privileges, authorities, and functions given by the general laws of the State of Texas to
nonpro;ft.corporations under the Texas Non - Profit CorporationAct,:as
amended, Texas
Revised Civil Statutes Annotated Article 1396 -101, et seq.
(c) The ;Corrporatkn shah have the purposes andpowers permitted by the Act
pursuant to the authority granted in Article III, Section 52 -4 of the Texas Canstitution
but the Corporation does not have, and shall not exercise the .powers of sovereignty of
-the City, ;including the power to tax (except for the power to receive and use the sales
-and use -taxes specified in -Section 4B of the Act) and the police power, except that the
Corporation shall have and may exercise the power of eminent domain. when the
exercise .thereof is approved by the Council and to the extent allowed by the City
Charter. However, for the purposes of the Texas Tort Claims Act,. as amended
(Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code), the Corporation
is a governmental unit and its actions are governmental functions.
(d) No bonds, notes or other debt instruments or other obligations, contracts,
or agreements of the Corporation are or shall ever be deemed to be or constitute the
contracts, agreements, bonds, notes, or other debt instruments or other, obligations or
the lending of credit, or a.grant of the public money or things of value, of, belonging
to, or by the -State of Texas, the City, or any other political co
corporation, ' �.4n, subdivision or
0811801 »3-
agency of the State of Texas, of a pledge of the faith and credit of azw of them: A»y
and all of such contracts, agreements, bonds, notes, and other debt instruments atria
other obligations, contracts and agreements shall be payable.solely and exclusively from
th® revenues and funds received by the Corporation from. the sources authorized by
Section 413 of the Act and from such other-sources as may be otherwise, lawf *
available and belonging to the Corporation from time try time.
ARTICLE FIVE
MUNCMG
(a) Before the consummation of the initial delivery of any bon4 notes; or
other forms of debt instruments, the Corporation shall obtain approval by the Council.
(b) In the exercise of the, powers of the Corporation, the Corporation may
enter into loan, lease, test, or other agre inents as authorized -by the. Act -that are
necWm7 and appropriate to the fiilMhnent of. the public purpose,•of the Corporation,
all of which agreements, and the specific uses, and the methods of withdrawal and
eerpenditure'of the proceeds of the bonds, notes, or other debt instruments, iaust be
included as a part of the approval process of the Council required by Paragraph (a).
above.
(c) In the exercise of the powers of the Corporation, the Corporation may not
enter into any loan, lease, trust, or other agreement the effect of which would grant,
convey, transfer, mortgage, encumber, pledge or assign a security-interest or any other
interest in any property owned by the City. Any agreement entered into by the
Corporation shall contain language substantially to the effect that any grant,
conveyance, trausfer,.mortgage, encumbrance, pledge or assignment of property owned
by.the City is prohibited.
Ou8n -4-
1
agency of the State of Texas, of a pledge of the faith and credit of azw of them: A»y
and all of such contracts, agreements, bonds, notes, and other debt instruments atria
other obligations, contracts and agreements shall be payable.solely and exclusively from
th® revenues and funds received by the Corporation from. the sources authorized by
Section 413 of the Act and from such other-sources as may be otherwise, lawf *
available and belonging to the Corporation from time try time.
ARTICLE FIVE
MUNCMG
(a) Before the consummation of the initial delivery of any bon4 notes; or
other forms of debt instruments, the Corporation shall obtain approval by the Council.
(b) In the exercise of the, powers of the Corporation, the Corporation may
enter into loan, lease, test, or other agre inents as authorized -by the. Act -that are
necWm7 and appropriate to the fiilMhnent of. the public purpose,•of the Corporation,
all of which agreements, and the specific uses, and the methods of withdrawal and
eerpenditure'of the proceeds of the bonds, notes, or other debt instruments, iaust be
included as a part of the approval process of the Council required by Paragraph (a).
above.
(c) In the exercise of the powers of the Corporation, the Corporation may not
enter into any loan, lease, trust, or other agreement the effect of which would grant,
convey, transfer, mortgage, encumber, pledge or assign a security-interest or any other
interest in any property owned by the City. Any agreement entered into by the
Corporation shall contain language substantially to the effect that any grant,
conveyance, trausfer,.mortgage, encumbrance, pledge or assignment of property owned
by.the City is prohibited.
Ou8n -4-
►:1ai► i; ; `
The Corporation has no.member- and is a- nonstoek corporation.
.ARTICLE SMN
-SALES TAX
Upon receipt .from the City of -the. proceeds of the sales and use tax imposed
uncles Section 4B of the Act, the Corporation my use the proceeds as permitted by the
.Act os now existiug or as maybe amended. and these Articles of Incorporation.
ARTICLE EIGHT
AM MMENT
Thane Articles of incorporation maybe ,amended at any time as Provided in the
Act, to make any changes and add any provisions which might have been included in
the Articles. of In.corparation in the first instance or as may be permitted by
subsequent
changes in the law: Any amendment may be accomplished in either of the following g
(1) The members of the Board of Directors of the Corporation shall file' with
the Council a, written application requesting approval of the amendments to these
Articles of Incorporation; specifying in such application the amendments proposed to
be made. The Council shall consider such application and, if it shall, by ordinance, duly
find and determine that it is advisable that the proposed amendments be made it shall
approve the form of the proposed amendments. The Board of Directors of the
Corporation may then amend these .Articles of Incorporation by adopting P g su
c h
amendment at a meeting of the. Board of Directors and delivering such amendments to
the Secretary of State; or
t2) The Council may, at' its sole discretion, and at any time, amend these
Articles of Incorporation and alter or change the structure, organization, program P grams or
osuam _�
activities of the Corporation, or torminatq or dissolve the Corporation (subject to the
provisions of the Act, and subject to any liz .Moon provided by applicable .constitutions
acid laws of the impairment of contaraoW.entered into by the Corporation) by ordinance
adopting the amendment to these Articles " of incorporation or articles of dissolution at
a meeting of the Council, and delivering - articles of amendment. or.dissolu#on to the
Semvtary of State, as provided in the Act,. Restated Articles. of incorporation may be
filed with the -Secretary of State as provided in the Act. without the consent of the
Council.
ARTICLE NINE
ADDRESS
The street address of the initial registered office of the Corporation is 1400
Schertx Parkv V, Scherta, Taw 7$1544, and the name of its initial registered agent at
that address is Kerry Sweatt, City Manager.
ARTICLE TEN
BOARD OF DIRECTORS
(a) - The affairs of the Corporation shall be managed by a board of directors
which shalt be composed of seven persons appointed by the Council. The terms of the
initial board of directors shall be as follows: Three (3) of the directors shall be
appointed to terms expiring September 30, 1999 and four (4) of the directors shall be
appointed to terms expiring September 30, 2000. Thereafter, the terms of directors
shall be two (2) years,- expiring on September 30 of odd numbered and even numbered
years, ,respectively. Directors may be appointed to succeed themselves. Each director
must be a resident of the City, and four (4) of the directors must be members of the
Council. The three (3) remaining directors must not be employees or officers of the
City, or members of the Council. Any director who is a member of the Council shall
cease to be a director at the time he or she ceases to be a member of the Council, but
asosoi -6-
is eligible for reappointment. A• majority of the entire memberBhip -of the board,
including.any vaaaneies, is a quorum. The board shall conduct all meetings within the
boundaries of the City.
(b) The names and - street addresses of the ' persons who are to serve as the
1WtW directors and the dates of expiration of their initial terms as directors, a as
follows:
{c) The directors shall serve without compensation, but they shall be
reimbursed for their actual expenses incurred I the performance of their duties as
directors. Any vacancy occurring -on the board of directors (by reason of death,
resignation, or otherwise) shall be filled by appointment by the Council of a Person who
shall hold office until the expiration of the term,
(d). The board of directors shall elect a president, vice president, secretary and
any other officers that the. Corporation considers necessary, to serve as executive
o t'ficers of the Corporation, as more specifically provided in the Corporation's Bylaws.
The tern of each officer's office shall expire -on•September 30 of each year. The City-
08U801 -7-
EXPIRATION
_ES
OF
N°rsnan Agee, -Sr.
Damon Cook
1400 Schertz Parkway
1400 Schertz Parkway
9130/2.000
9/30/2000
Kenneth Greenwald
Charles. McDonald
1400 Schertz. Parkway
3400 Sehertz Parkway
012000
dohnie McDow
Timot4 Swinney
1400 Schertz-Parkway
1400 Schertz I?arkway
9130/1999
9J30 /1909
Steve
1400 Schertz Parkway
9J30t1999
9/3012000
Each director,* is and must be, a .quahfxied elector of the. City.. Each diirector, including
the ititiai directors, shall
be eligible far.reappointment. Each director shall serve until
a successor is appointed.
Directors 'are removable by the Couneil
at any time with or
without cause.
{c) The directors shall serve without compensation, but they shall be
reimbursed for their actual expenses incurred I the performance of their duties as
directors. Any vacancy occurring -on the board of directors (by reason of death,
resignation, or otherwise) shall be filled by appointment by the Council of a Person who
shall hold office until the expiration of the term,
(d). The board of directors shall elect a president, vice president, secretary and
any other officers that the. Corporation considers necessary, to serve as executive
o t'ficers of the Corporation, as more specifically provided in the Corporation's Bylaws.
The tern of each officer's office shall expire -on•September 30 of each year. The City-
08U801 -7-
•~ 1
1 I
� y
ll :ea ager, or
as tho Bxm&o Director- of the Corporation to
'provide adWnia�vei support services for flie Corporation, bi# the Ebmeutive DhwWr
shaU1 not be a member of the board of directors:
(a) Maetinga of the board of directors are su%ject-to the Texas OpQn Meetinp
ALt, as amended, Texas Government Code, Chapter 551, and the Corporation is subject
to the Texas open Records Act, as amended, Texas: Government Code, Chapter 552.
ARTICLE ELEYPN
BY-LAWS
The initial .Bylaws of the Corporation heave been approved by tha' Council• and
shall be adopted by the Corporation's board. of directors and shall, together with these
Articles of Incorporation, govern the initial affairs of the Corporation until and unless,
amended in accordance with the provisions -of. the Act and these Articles of
Incorporation.
ARTICLE. TWELVE
INCORPOR&TORS
The name and street address of each incorporator are:
N ADD1WM
Norma -Althouse 1400 Schertz Parkway, Schertz, Texas 7816.4
M Baldwin 1400 Schertz Parkway, Schertz, Texas 78154
Kerry Sweatt 1400 Schertz Parkway, Schertz, Texas 78154
Each incorporator, is a qualified elector of the City..
ARTICLE THIRTEEN
COUNCIL APPROVAL
The City has specificaDy authorized the Corporation by ordinance to act on its
behalf to further the public purposes stated in said ordinance and these Articles -of
Incorporation, and the City has by said Ordinance, dated February 3P 1998) approved
OM 801 -8-
r
a �
these Articles of Incorporation. A copy of such - &d n nc o ig on -.fie among the
panpanent public tecords of the City and the Corporation_
ARTICLE FOURTEEN
DISSOLUTION
(a) The Corporation shall not be dissolved, and ito business shall- not be • -
terminated, by act of the Council or atherwis% so .long as the Corporation shall be
Obligated to pay any bonds, notes, or other obligations and unless the collection of the
sales and use tax authorized by S'ection.4R of the Act is eligible for termination in
accordance with the provisions of Section 4B(i)of theAct
(b) Na action shall be' taken pursuant to paragrmgh (a) of this - Article or
pursuant to paragraph (b) of Article Sixteen of these Articles, in and meaner or at any
tune that would impair any cantrac, lease,- right, or- other obligation theretofore
-executed* granted,. or incurred by the Corporation.
ARTICLE FIFTEEN
NOT A PRIVATE FOUNDATION
-If the. Corporation its ever determined to be a private foundation within the
meaning of Section 509(a) of the - Internal Revenue Code Of 1986, as amended
(the "Code "), the Corporation:
(�) shall distribute its income for each taxable year at such, time and in such
manner -as not to become subject to the ' tax on undistributed, -income imposed by
Section 4942 of the Code;
(2) shall not engage in any-act of self-dealing as defined in Section 4941(d) of
the.Code.
(8) shall not retain any excess.business holdings as defined in Section 4943(c)
of the Code; .
e
IAN' shall net malm any investments in such der as 'to subject it to tax
under Section 4944 of the Code; and
TM U.
(5) shall not make any triable expenditures as defined in Section 4945(d) of
IMMU SIR EN
D SCEI I ANEWS
Via) No dividends shall ever be paid by the Corporation and no part of its net
earnhW remaining after payment -of its expe�wes .ate .other obhpti�ns shall be
distr%uted to or inure to be benefit ofits ireewrs or officers, or ,any.individuat, private
firm, or private corporation or association, except in reasonable, amounts for services
rendered,
(b) It after the close of any fiscal year, -the board of directors -shall determine
that sufficient .provision has been made . for the full payment of all current expenses,
together with all amounts payable on the contracts, -agreements, bonds, notes, and other
obligations of the Corporation, and that ali of the - terms, provisions, and covenants
therein have been met, then any not earnings derived from sources other than the. sales
and use taxes collected for the account of Corporation puriomt to Section 4B of the-Act
thereafter accruing in connection with projects financed pursuant to Section 4B of the
Act, and lease payments received in connection with projects -financed pursuant to
Section 4B of the Act shall. be used solely for the purposes permitted by Section 4B of
the Act and Article 4(a) of these Articles.
(e) if the Corporation ever should be dissolved when it has, or is entitled to,
any interest in any funds or property of any kind, real, personal or mixed, such fiends
or property or rights thereto shall not be transferred to private ownership, but shall be
transferred and delivered to the City after satisfaction of debts and claims,
oa M6 -1Q-
vi
(d) No part of the Corporation's activities shall consist of the carrying on of
pr'Dpaganda, or otherwise attempting to influence legislation, and the Corporation shall
not participate in a political campaign of or in opposition to any can for public
office.
ame: Hop is A,lthousa
Na ne: HA.
I
THE --STATE OF TEXAS - §
COUNTY OF - CDADA.LUPE §
I, the undersigned, a Notary public, do hereby ce
of y rtif`y that on this 9a day
199$, persvnaUy appeared Norma Althouse, Hal Baldwin, and
Xsrry Siea who, each being by me first . duly sworn, severally declared that they are
the person who signed the foregoing docuynents as incorporators, and that the
statements therein contained are true.
IN WITNESS WHEREOF, Z have hereunto set my hand and seal of office the
day and year above written.
Notary Public, State of Texas
My commission expires: /,0
NIP n_.ks . T�
(Typed ar printed name of Notary)
BYLAWS OF THE
CITY OF SCHERTZ
ECONOMIC DEVELOPMENT CORPORATION
ARTICLE I
PURPOSE AND POWERS
Section 1.1 Purpose. The Corporation is incorporated for the purposes set forth
in Article Four of its Articles of Incorporation, the same to be accomplished on behalf
of the City of Schertz, Texas (the "City ") as its duly constituted authority and
instrumentality in accordance with the Development Corporation Act of 1979, as
amended, Texas Revised Civil Statutes Annotated Article 5190.6 (the "Act "), and other
applicable laws.
Section 1.2 Powers. In the fulfillment of its corporate purposes, the
Corporation shall be governed by Section 4B of the Act and an election held in the City
on August 9, 1997 (the "Election "), and shall have all the powers set forth and conferred
in its Articles of Incorporation, in the Act, and in other applicable law, subject to the
limitations prescribed therein and herein and to the provisions thereof and hereof.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 Powers, Number and Term of Office.
(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 law,
by the Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the
powers of the Corporation.
(b) The Board shall consist of seven (7) directors, each of whom shall
be appointed by the Council.
(c) The directors constituting the first Board shall be those directors
named in the Articles of Incorporation. Successor directors shall have the
qualifications, shall be of the classes of directors, and shall be appointed to the terms
set forth in the Articles of Incorporation.
(d) Any director may be removed from office by the Council at will.
Section 2.2 Meetings of Directors. (a) The directors may hold their meetings
at such place or places in the City as the Board may from time to time determine;
0311300
provided, however, in the absence of any such determination 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 be designated from time to time by
the Board. Special meetings of the Board shall be held whenever called by the
president, by a majority of the directors, by the Mayor of the City, or by a majority of
the Council.
(b) The secretary shall give notice to each director of each special meeting in
person or my mail, telephone or telegraph, at least two (2) hours before the meeting.
Unless otherwise indicated in the notice thereof, any and all matters pertaining to the
purposes of the Corporation may be considered and acted upon at a special meeting.
At any meeting at which every director shall be present, even though without any
notice, any matter pertaining to the purpose of the Corporation may be considered and
acted upon consistent with applicable law.
(c) Whenever any notice is required to be given to the Board, 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 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. Attendance 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 meeting is not lawfully called or convened. Neither
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 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.
Section 2.3 Open Meetings Act. All 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 Open Meetings Act, as amended, Chapter 551, Texas
Government Code.
Section 2.4 Quorum. A majority of the entire membership of the Board shall
constitute a quorum to conduct official business of the 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 law.
Section 2.5 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.
0311300 -2-
(b) At all meetings of the Board, the president shall preside. 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 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 shall not be a member
of the Board.
Section 2.6 Committees of the Board. The Board may designate two (2) or
more directors to constitute an official committee of the Board to exercise such
authority, as approved by resolution of the Board. It is provided, however, that all
final, 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 books 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 Texas Open Meetings Act, as amended, Chapter
551, Texas Government Code, if applicable.
Section 2.7 Compensation of Directors. Directors shall not receive any salary
or compensation for their services as directors. However, they shall be reimbursed for
their actual expenses incurred in the performance of their official duties as directors.
ARTICLE III
OFFICERS
Section 3.1 Titles and Terms of Office.
(a) The officers of the Corporation shall be a president, a vice
president, a secretary and a treasurer, and such other officers as the Board may from
time to time elect to fill a vacancy or as appointed by the Council. One person may
hold more than one office, except that the president shall not hold the office of
secretary. Initial officers shall serve for the terms disclosed in the Articles of
Incorporation. Thereafter, terms of office shall be for two (2) years with the term of
office expiring on September 30 of each year. Upon the expiration of the terms, each
officer shall have the right to be reappointed or reelected.
(b) All officers shall be subject to removal from office at any time by a
vote of a majority of the Council.
0311300 -3-
(c) A vacancy in the office of any director shall be filled by a vote of a
majority of the directors.
Section 3.2 Powers and Duties of the President. The president shall be the
chief operating executive officer of the Corporation, and subject to the authority of the
Board, the president shall be in general charge of the properties and affairs of the
Corporation, and execute all contracts, conveyances, franchises, bonds, deeds,
assignments, mortgages, notes and other instruments in the name of the Corporation.
The president shall preside over the meetings of the Corporation.
Section 3.3 Vice 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 officer's absence or inability to act. Any action taken by the vice president
in the performance of the duties of the president shall be conclusive evidence of the
absence or inability to act of the president at the time such action was taken.
Section 3.4 Treasurer. The treasurer shall be the chief fiscal officer of the
Corporation, and shall have the responsibility to see to the handling, custody, and
security of all funds and securities of the Corporation in accordance with these Bylaws.
When necessary or proper, the treasurer may endorse and sign, on behalf of the
Corporation, for collection or issuance, checks, notes, and other obligations in or drawn
upon such bank, banks or depositories as shall be designated by the Board consistent
with these Bylaws. The treasurer shall see to the entry in the books of the Corporation
full 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 Secretarv. The secretary shall keep the minutes of all meetings of
the Board and books provided for that purpose, shall give and serve all notices, 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, shall have charge of the corporate
books, 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 will serve as the Executive
Director of the Corporation to provide administrative support services for the
Corporation, and perform duties as prescribed by the Board and Council. The
Executive Director shall not be a member of the Board.
0311800 -4-
Section 3.7 The 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 City Manager shall retain legal counsel and financial advisors for the
Corporation, subject to the approval of the majority of the Board.
Section 3.8 Compensation. Officers 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 official duties
as officers.
ARTICLE IV
FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 4.1 City of Schertz Economic Development Corporation Plan.
(a) It shall be the duty and obligation of the Board to finance and
implement the City of Schertz Economic Development Corporation Plan subject to
approval or disapproval by Council.
(b) In carrying out its obligations under subsection (a), the Corporation
shall be authorized to exercise all rights and powers granted under the Act, including,
but not limited to Section 4B.
(c) The Board shall periodically submit reports to the Council as to the
status of its activities in carrying out its obligations under this Section.
(d) Any and all agreements between the Corporation and other parties
shall be authorized, executed, and approved, and delivered in accordance with applicable
law.
Section 4.2 Annual Corporate Budget. Prior to the commencement of each
fiscal year of the Corporation, the Board shall adopt a proposed budget of expected
revenues from sources set out in Section 4.5 of this 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 by the Council. The budget
shall not be effective until the same has been approved by the Council.
Section 4.3 Books, 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 funds, activities, and affairs.
0311300 -5-
(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 subsection (b) is
selected, shall cause its books, records, accounts, and financial statements to be studied
at least once each fiscal year by an outside, independent auditing and accounting firm
selected by Council and approved by the Board. Such an audit shall be at the expense
of the Corporation.
Section 4.4 Deposit and Investment of Corporation Funds.
(a) 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.
(b) Subject to the requirements of contracts, loan agreements,
indentures or other agreements securing Obligations, all other money 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 Board,
with Council approval, shall designate the accounts and depositories to be created and
designated for such purposes, and the methods of withdrawal of funds therefrom for
use 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 the City Manager of the
City, or his designee.
Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected
pursuant to Section 4B of the Act and the proceeds from the investment of funds of the
Corporation, the proceeds from the sale of property, revenues generated by any Projects
as defined in Section 4B of the Act and payable to the Corporation or any other source
of revenues that are payable to the Corporation, and the proceeds derived from the sale
of Obligations, may be expended by the Corporation for any of the purposes authorized
by the Act, the City's Home Rule Charter, and the Election, subject to the following
limitations:
(i) 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 Section 4B of the Act and in accordance with the
Election;
(ii) All other proposed expenditures shall be made in accordance with
and shall be set forth in the annual budget required by Section 4.2
0311300 -6-
or in contracts meeting the requirements of Section 4.1(d) of this
Article.
. Section 4.6 Issuance of Obligations. No Obligations, including refunding
obligations, shall be authorized or sold and delivered by 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.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1 Principal Office.
(a) The principal office and the registered office of the Corporation
shall be the registered office of the Corporation specified in the Articles of
Incorporation.
(b) The Corporation shall have and shall continually designate a
registered agent at its office, as required by the Act.
Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be the same
as the fiscal year of the City.
Section 5.3 Seal. The seal of the Corporation shall be determined by the Board.
Section 5.4 Resignations. 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
acceptance of resignation shall not be necessary to make it effective, unless expressly
so provided in the resignation.
Section 5.5 Approval or Advice and Consent of the Council. To the extent that
these Bylaws refer to any approval by the City or refer to advice and consent by the
Council, such advice and consent shall be evidenced by a certified copy of a resolution,_
order or motion duly adopted by the Council.
Section 5.6 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 Office.
Section 5.7 Indemnification of Directors, Officers and Employees.
(a) As provided in the Act, the Corporation is, for the purposes of the
Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies
Code), a governmental unit and its actions are governmental functions.
0311300 -7-
(b) The Corporation shall indemnify each and every member of the
Board, its officers and its employees and each member of the Council and 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 such persons by reason of any
actions or omissions that may arise out of the sanctions and activities of the
Corporation. The legal counsel for the Corporation is authorized to provide a defense
for members of the Board, officers, and employees of the Corporation.
ARTICLE VI
EFFECTIVE DATE, AMENDMENTS
Section 6.1. Effective Date. These Bylaws shall become effective upon the
occurrence of the following events:
(1) the approval of these Bylaws by the Council; and
(2) the adoption of these Bylaws by the Board.
Section 6.2 Amendments to Articles of Incorporation and Bylaws. The Articles
of Incorporation of the Corporation and these Bylaws may be amended only in the
manner provided in the Articles of Incorporation and the Act.
0311300 -8-
••. -- - - � _. - •• -�w »:tom.- „��- �"'-.� �_ .
THE STATE OF TEXAS,
County of Guadalupe
Eefcre me, the undarsiGned authcrt /, on this date personally app - -red
L . A - R_'-''L, 1OLDS known
tO me, who, deirc �_- / me duly svici r, Cn N3 oath derCSeS and says that he is the Advertising Director oT
T (arc Ce=,in Cc�e`�- _. ^,�cr�rSc, a ,'Ct /SCcCer ruClisiied in Said cc!:nUfi iI I L COCy Ci tie 'Nitlin and fore-
"a
AD
', " /aS ruCllSi e': „ sc!C ;,e'�l�paCer
,
such puclicaticr,s arc cr, the fcilcrvir,c dates:
FEBRUARY �., 1998
FEBRUARY 5, 1998
and a newspaper ccov of' which is her-to atached.
Sworn to and subsc;
THE STATE OF TOGAS,
County of Guadalupe% r"
Eefore me, the under31;Gned authcrt /, cn this date personally apc:_=ared L • A. REY'N LDS known
to rr,e, w,o, being tv me duly sYicm cn hie cath dercEes and is that he is the 1-. 1-1 Direc-tor of
T �e CCU ,in Gee e-= ^ier�f Sc, a puCllsi led in said C::n� f; a at a cocy Ci iiie witin and fore-
ccinc
AD
2
'' /as �UCllsi e� ;f, saiC � e1NSCaC'er.
suc ^ putiicaticns cn the �ci(c;Jine dates
FEBRUARY 10, 1998
FEBRUARY 12, 1998
t1i' �J Le;'cre tl ret',_, i day na ierd U therein,
_Fj , vv mw
and a newspaper copy or which is her -=to atached. adopted the 3rd day of Fe-
bruary, 1998.
Norma Althouse,�
City Secretary.
Swam to and subsc;;ced before me, this
13 FEBRUARY 98
_day OT A.D.,1 a
Notary Public, Guadalupe Ccunty, Texas
. `
SARAH MEDRANO
NoUI PUbk; Sat$ of Teas
My Commission Expires 07.22 -2001
13 FEBRUARY 98
_day OT A.D.,1 a
Notary Public, Guadalupe Ccunty, Texas