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02-06-2020 Revised By-lawsBYLAWS OF THE NORTHEAST PARTNERSHIP ECONOMIC DEVELOPMENT CORPORATION A NON- PROFIT CORPORATION CHARTERED UNDER THE LAWS OF THE STATE OF TEXAS ARTICLE 1— NAME 1.01 The name of the organization shall be The Northeast Partnership Economic Development Corporation and shall herein be referred to as "The Northeast Partnership." ARTICLE II — PURPOSE 2.01 The Partnership Cities and Their Associate Member will work together to: • Develop and implement a consolidated approach to economic development; • Protect and advocate the interests of our Northeast Partnership members; and • Advance The "quality of life" of our Northeast Partnership Members; and • Champion laws, policies and events to benefit our citizens; AND • Foster relationships and share knowledge with member Mayors ARTICLE 111— GOALS 3.01 The goals of The Northeast Partnership shall be: • To capitalize on the region's strategic location • To broaden job opportunities • To promote existing business • To promote and enhance the local civilian/military Partnership ARTICLE IV — OFFICES 4.01 Principal Office: The principal office of The Northeast Partnership shall be located at: The Northeast Partnership c/o City of New Berlin 275 FM 2538 New Berlin Texas 78155 - ''lie Northeast Partnership may have such other offices, either within or without The State of Texas, as The Board of Directors may determine or as the affairs of The Partnership may require from time to time. 4.02 Registered Office and Registered Agent: The Partnership shall have and continuously maintain in The State of Texas a registered office, and a registered agent whose office is Revised 2 -6 -2020 identical with such registered office, as required by The Texas Non -Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of The Northeast Partnership in The State of Texas, and the address of the registered office may be changed from time to time by The Board of Directors. ARTICLE V — MEMBERSHIP 5.01 Northeast Partnership Members: The cities of Cibolo, Converse, Garden Ridge, Kirby, Live Oak, Marion, New Berlin, Santa Clara, Schertz, Selma, Universal City, and Windcrest shall be Northeast Partnership Members, contingent upon payment of membership dues. All dues and fees will be approved by The Mayors of The Member cities. Other incorporated city may become Partnership Members by majority vote of The Board of Directors. 5.02 Associate Members: Business corporations, non - profits organizations cities, counties and other governmental entitles or private individuals may become Associate Members of The Northeast Partnership upon payment of annual membership dues. ARTICLE VI — BOARD OF DIRECTORS 6.01 General Powers: The affairs of The Northeast Partnership shall be managed by its Board of Directors. 6.02 Number and Tenure: The number of Directors shall be one per Northeast Partnership Member City and one - member representative from The Economic Development entities. The mayors of The Northeast Partnership Members shall be directors on The Board of Directors. Their tenure on The Board of Directors shall be the same as their term as mayor. The mayor pro tern of a Northeast Partnership Member may exercise voting rights in the absence of the mayor or the mayor may designate in writing a person authorized to vote in his/her behalf. The representative elected by The Economic Development entities to The Board of Directors shall serve for a period of one year. The Economic Development entities may elect alternates for Their representative who may vote in the absence of Their primary representative. The tenure for the alternate shall be one year. 6.03 Compensation of Board Members and Officers: Members of The Board of Directors and its officers shall serve without compensation. Reimbursement of reasonable expenditures, as approved in the annual budget of The Northeast Partnership, shall be provided after proof of such expenditure is provided to the treasurer and said expenditure is approved by a majority of the members of The Board assembled in a regularly scheduled board meeting. 6.04 Regular Meetings: Regular meetings of The Directors may be held without notice at such places and times as shall be determined from time to time by resolution of Directors. Regular meetings normally shall be held as scheduled by the preceding meeting. Revised 2 -6 -2020 6.05 Election of Officers: The officers of The Northeast Partnership shall be elected by a majority vote of The Board of Directors at the latter's regular meetings. 6.06 Special Meetings: Special meetings of The Board of Directors may be called by the Chairman or by the Vice - chairman on the written request of any two (2) Directors. Such special meetings will require three (3) days' notice to each Director. 6.07 Place of Meeting: The Directors may hold their meetings at any place within the three counties included in The Northeast Partnership (Bexar, Guadalupe, and Comal) as desired by them. 6.08 Quorum: Five (5) members of The Board of Directors shall constitute a quorum for transaction of business at any meeting of The Board, but if less than five (5) members of The Directors are present at said meeting, a majority of The Directors present may adjourn The meeting from time to time without further notice. A written quorum of at least five (5) members can be established in order to make decisions when time does not permit a physical meeting. 6.09 Manner of Acting: The act of a majority of The Directors present at a meeting at which a quorum is present shall be the act of The Board of Directors, unless the act of a greater number is required by law or by These Bylaws. 6.10 Vacancies: Any vacancy occurring on The Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the represented city council. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. 6.11 Appointments: The Board of Directors shall have authorization to appoint members as necessary to represent the interests of The Northeast Partnership on national, state of regional organizations. ARTICLE VII — OFFICERS AND DUTIES 7.01 Officers: The officers of The Northeast Partnership shall consist of a chairman, a vice - chairman, and a secretary /treasurer. The positions of chairman and vice chairman must be filled by either a Mayor or Council Member from a Member City. The secretary /treasurer position can be filled by a Mayor, Council Member or City Manager /Administrator. They shall be elected by The Board of Directors at its annual meeting of June of each year. The Board of Directors shall have full authority to remove any officer of The Northeast Partnership from office by The vote of a majority of The members of The entire board at any time, and The election of each officer of The Northeast Partnership shall be subject to such power of The Board of Directors. 7.02 Consultants: Any consultant, advisor or other such person participating in the deliberations of The Northeast Partnership at the request of, and with the approval of The Board of Directors, shall be considered an "officer" of The Northeast Partnership during such participation period. Revised 2 -6 -2020 7.03 Duties of Officers: The duties of the officers of The Northeast Partnership shall be as follows: a) The chairman shall be the chief executive officer of The Northeast Partnership. He /She shall be responsible for carrying out the decision of The Board of Directors in the administration of the affairs of The Northeast Partnership. The chairman shall also execute contracts, conveyances and other documents on behalf of The Northeast Partnership. The chairman or acting chairman may vote only in the event of ties. b) In The absence of the chairman when it is inconvenient for the chairman to act, vice - chairman shall perform the duties and exercise the powers of the chairman. The vice - chairman shall perform such other duties as from two time may be assigned by the chairman. c) The secretary /treasurer shop have charge and custody of and be responsible for all funds and securities of The Northeast Partnership, receive and give receipts for monies due and payable to The Northeast Partnership from any source whatsoever, and deposit all such monies in The name of The Northeast Partnership at such banks, trust companies or other depositories as shall be selected in accordance with provisions of These bylaws, and in general, perform other duties incident to The office of treasurer and such other duties and from being assigned by The chairman by The Board of Directors. ARTICLE VIII — COMMITTEES 8.01 Executive Committee: The officers of The Northeast Partnership shall constitute its executive committee. The executive committee shall have the identities herein granted to The Board of Directors shall be delegated to the Executive Committee by resolution of The Board of Directors. The Executive Committee shall be responsible for developing courses of action to achieve the goals of The Northeast Partnership, identify financial requirements, developing a budget, developing organizational strategies, and other duties as assigned by The Board of Directors and authorize expenditures, as required to support These initiatives. 8.02 Economic Development Committee: The Economic Development Director of The Northeast Partnership members and their affiliates shall constitute the Economic Development Committee. The committee will be responsible for developing and implementing a consolidated approach to economic development, including, but not limited to image enhancement, marketing and promotion of new and existing businesses and industry. If a Northeast Partnership member has no economic development director, Then The mayor may appoint a staff member to the Economic Development Committee. 8.03 The Randolph Air Power Community Council: The objectives of The Randolph air power community Council (RAPCO) are three -fold. The first objective is to identify the common interest of civilian and military populations, recognize the problem areas, and support community efforts of mutual concern. The second objective is to increase civilian understanding of long -range objectives of Randolph Air Force Base (RAFB), The Air Force, and the military in general, and to provide greater awareness and interest by the Revised 2 -6 -2020 people of San Antonio and the surrounding communities. The objective is to establish an effective organization, which assists the 12" Flying Training Wing Office of Public Affairs, tenant units on base and community leaders in carrying out Their mutual relation responsibilities. 8.04 Other Committees: The Board of Directors, by resolution adopted by a majority of The directors in office, may designate and appoint committees, each of which shall consist of two or more directors, which should committees, to The extent provided and said resolution shall have an exercise The authority of The Board of Directors and the management of The Northeast Partnership. However, no such committee shall have the authority of the Board of Directors, in reference to amending, altering or repealing the bylaws, electing, appointing, or removing any member of any such committee or any director or officer of The Northeast Partnership; amending The Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing The sale, lease, exchange, or mortgage of all or substantially all of the property and assets of The Northeast Partnership; authorizing the voluntary dissolution of The Northeast Partnership or revoking proceedings Thereof. 8.05 Rules: Each committee may adopt rules for its own government not inconsistent with These bylaws or with rules adopted by The Board of Directors. ARTICLE IX — PARLIMENTARY AUTHORITY 9.01 Parliamentary Authority: The affairs of The Northeast Partnership shall be conducted under the parliamentary authority set forth in Robert's Rules of Order latest edition. ARTICLE X — CONTRACTS, CHECKS, DEPOSITS, AND FUNDS 10.01 Contracts: The Board of Directors may authorize any officer or officers, agent or agents or The Northeast Partnership, in addition to The officers so authorized by These Bylaws, to enter into any contract or execute and deliver any instrument in The name of and on behalf of The Northeast Partnership. Such authority may be general or confined to specific instances. 10.02 Authorization of Expenditures: Whenever it is deemed necessary by The Northeast Partnership to incur any expenses in performing the duties assigned to it, an estimate of such proposed expenses shall be submitted to The Board of Directors. No debts of any kind or character shall be made or incurred by The Northeast Partnership or anyone acting for it unless such expenditures have been specifically authorized by The Board of Directors. All expenditures shall be reported via The Treasurer's Report. Each member city is authorized to spend at their discretion 20% of their dues for any city function they deem will benefit their city in representing the Northeast Partnership. 10.03 Checks and Drafts: All checks, drafts, or orders for The payment of money, notes, or other evidences of indebtedness issued in The name of The Northeast Partnership shall be signed by such officer or officers, agent or agents of The Northeast Partnership and in such manner shall from time to time be determined by resolution of The Board of Directors, Revised 2 -6 -2020 such instruments shall be signed by a member of The Executive Committee. Memberships are based on .10 per citizen, minimum $1,000. 10.01 Deposits: All funds of The Northeast Partnership shall be deposited from time to time to the credit of The Northeast Partnership in such bank, trust companies, or other depositories as The Board of Directors may select. 10.05 Gifts: The Board of Directors may accept on behalf of The Northeast Partnership any contribution, gift, bequest, or advice or the general purposes or for any special purpose of The Northeast Partnership. ARTICLE XI — BOOKS AND RECORDS 11.01 Books and Records: The Northeast Partnership shall keep correct and complete books and records of account and shall also keep minutes of The proceedings of its members, Board of Directors, and committees having any of The authority of The Board of Directors, and shall keep at The registered or principal office a record giving The names and addresses of The members entitle to vote. All books and records of The Northeast Partnership may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time. 11.02 Financial Records: The financial records of The Northeast Partnership shall be audited by a certified public accountant as directed by The Board of Directors but not to exceed every five years. ARTICLE XII — FISCAL YEAR 12.01 Fiscal Year: The physical year of The Northeast Partnership shall begin and end on the last day of January of each year. January to January. ARTICLE XII — WAIVER OF NOTICE 13.01 Waiver of Notice: Whenever any notice is required to be given under the provisions of The Texas nonprofit Corporation act or under the provisions of these articles of incorporation or by the Bylaws of The Northeast Partnership, a waiver thereof and writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XIV — INDEMNIFICATION 14.01 Indemnification: The Northeast Partnership legally incorporated under section 501C of the Federal Tax Code, is responsible for all of its debts. The Northeast Partnership releases and indemnifies and shall defend and hold harmless The municipalities and associate members of The Northeast Partnership from any penalty, fine, cost, expense or other liability or claim incurred by or asserted against any indemnified party as a result of any action or omission by any indemnified party here under or as a result of any action or omission by The Board of Directors and/or any contractors in its employ. The individual Revised 2 -6 -2020 Northeast Partnership members, including but not limited to the municipalities, are protected from legal action to the extent permitted by law. ARTICLE XV — AMENDMENTS TO BYLAWS 15.01 Amendments to Bylaws: These Bylaws may be altered, amended, or repealed a new bylaws may be adopted by a majority of The directors present at any regular meeting or at any special meeting, if at least two (2) days written notice is given of an intention to alter, amend, or repeal These bylaws or to adopt new bylaws at such meeting. THESE AMENDED BYLAWS WERE ADOPTED AT THE NORTHEAST PARTNERSHIP MEETING OF FEBRUARY 6, 2020. Mayor Walt Williams, Chairman ATTEST: Mayor Toni Dal 'ice- Chairman Revised 2 -6 -2020