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BYLAWS '- I ~- . -"~:r' ...,.... .'\- >/l..-- ~ BYLAWS OF THE CITY OF SClIERTZ ECONOMIC DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS :., ,. Section 1.1 Pw.:pose. 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 du1y constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, as amended, Texas Revised Civil Statutes Annotated Article 5190.6 (the '~t"), 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 Tenn 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 qualmcations, . 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 .t h \ '.. .... , .. 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 s~all 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 ata . 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 specmed. 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.Meeting-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 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 fmal, 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 Dir.ectors. 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- . 't. '4? (c) A vacancy in the office of any director shall be iilled 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 Cor.poration, 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 . Secretary. 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. 0311300 -4- . . 10' , 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 du1y adopted by the Council. - Section 5.6 Services of Citr Staff and OffIcers. To the extent possible, the Corporation shall utilize the services and the staff employees of the City. AIl 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- \,: .. ".::"1. (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-