2005M03-4BOrdinanCe No. 05-M-03
AN ORDINANCE AUTHORIZING AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF THE CITY OF SCHERTZ
ECONOMIC DEVELOPMENT CORPORATION; APPROVING
AMENDED AND RESTATED BYLAWS OF SUCH CORPORATION;
APPOINTING DIRECTORS TO THE BOARD OF DIRECTORS OF
SUCH CORPORATION; AND OTHER MATTERS 1N CONNECTION
THEREWITH
WHEREAS, 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 of 1979,
as amended, Texas Revised Civil Statutes, Article 5190.6 (the "Act"); and
WHEREAS, the Council has reviewed and approved proposed amendments to the
Articles of Incorporation and Bylaws of the Corporation and has determined to authorize and
approve such amendments; and
WHEREAS, the Council desires to appoint directors to the Board of Directors of the
Corporation; and
WHEREAS, the City 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:
Section 1. The Council hereby approves Amended and Restated Articles of
Incorporation (the "Articles of Amendment") for the Corporation (a copy of which is attached in
substantially final form to this Ordinance as Exhibit A). The Council hereby authorizes the City
Secretary to execute the Articles of Amendment and to cooperate with the Corporation in filing
such Articles of Amendment with Texas Secretary of State, with any such changes therein which
do not alter the substance thereof (as determined by the City Attomey) as may be required by the
Secretary of State for filing.
Section 2. The Council hereby appoints Ramon Cook, Gail Douglas, Ken Greenwald,
Johnie McDow, Dudley Wait, Steve White, and Tony Wilenchik, as the directors of the
Corporation, as set forth in the Articles of Amendment.
Section 3. The City hereby approves amended Bylaws for the Corporation in the
form attached hereto as Exhibit B.
Section 4. 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 5. 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inconsistent with any provision of this Ordinance are hereby repealed to the extent of such
20120168.1
conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters
resolved herein.
Section 6. This Ordinance shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 7. 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 Council
hereby declares that this Ordinance would have been enacted without such invalid provision.
Section 8. 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 9. This Ordinance shall be in force and effect from and after its final passage,
and it is so ordered.
[The remainder of this page intentionally left blank]
20120168.1 2
PASSED ON FIRST READING on the 26th day of January, 2005.
PASSED AND ADOPTED on second and final reading on the/~h day of February, 2005.
/
CITY OF S_~C _I:IER,,TZ, TE.,~S
Mayor
ATTEST:
City Secretary
(SEAL OF THE CITY)
20120168.1 S-I
EXHIBIT A
AMENDED AND RESTATED ARTICLES OF INCORPORATION
(see Attached)
2o~2o~68.~ A-1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION
1. The City Council of the City of Schertz, Texas, the governing body of the city
under whose auspices the City of Schertz Economic Development Corporation was created,
pursuant to Article 1396-4.06 of the Texas Non-Profit Corporation Act, as amended, and
Sections 17 and 20 of the Development Corporation Act of 1979, as amended, hereby adopts
amended and restated articles of incorporation which accurately copy the articles of
incorporation and all amendments thereto that are in effect to date and as further amended by
such amended and restated articles of incorporation as hereinafter set forth and which contain no
other change in any provision thereof.
2. Each such amendment made by these amended and restated articles of
incorporation has been effected in conformity with the provisions of the Texas Non-Profit
Corporation Act, as amended, and the Development Corporation Act of 1979, as amended, and
such amended and restated articles of incorporation and each such amendment made by these
amended and restated articles of incorporation were duly approved by the City Council of the
City of Schertz, Texas on February 9, 2005 in accordance with Sections 17(b) and 20(c) of the
Development Corporation Act of 1979, as amended.
3. The articles of incorporation and all amendments and supplements thereto are
hereby amended and superseded by the following amended and restated articles of incorporation,
which accurately copy the entire text thereof in effect and as amended to date and as herein
amended, and this instrument contains no other change in any provision thereofi
(remainder of page intentionally left blank)
20120024.1
EXHIBIT B
AMENDED AND RESTATED BYLAWS
(see Attached)
201201681 B-I
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CITY OF SCHERTZ ECONOMIC DEVELOPMENT 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 1979, as amended (Texas Revised Civil Statutes
Article 5190.6) (the "Act") and shall be governed by Section 4B of the Act, as now existing or as
may be amended and an election held in the City on August 9, 1997.
Article Three
Duration
Subject to the provisions of Article Thirteen hereof, the period of duration of the
Corporation is perpetual.
Article Four
Purpose And Limitations
(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. It may issue bonds, notes, and other forms of debt
instruments, 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 encourage 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
limitations 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 of the United States Treasury Department, and the rulings of
the Internal Revenue Service prescribed and promulgated pursuant to sections 103 and 141 of the
Internal Revenue Code of 1986, as amended, and the Corporation is authorized to act on behalf
of the City as provided in the Act and these Articles of Incorporation.
20120024.1 2
(b) In the fulfillment of its corporate purpose, the Corporation shall have and may
exercise the powers described in paragraph (a) of this Article, together with all of the other
powers granted to corporations that are incorporated under the Act and that are governed by
Section 4B thereof, and, to the extent not in conflict with the Act, 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 nonprofit corporations under the Texas Non-
Profit Corporation Act, as amended (Texas Revised Civil Statutes Article 1396-101, et seq.).
(c) The Corporation shall have the purposes and powers permitted by the Act
pursuant to the authority granted in Article III, Section 52-a of the Texas Constitution, 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 corporation, subdivision or agency of the State of Texas, or a pledge
of the faith and credit of any of them. Any and all of such contracts, agreements, bonds, notes,
and other debt instruments and other obligations, contracts and agreements shall be payable
solely and exclusively from the revenues and funds received by the Corporation from the sources
authorized by Section 4B of the Act and from such other sources as may be otherwise lawfully
available and belonging to the Corporation from time to time.
Article Five
Financing
(a) Before the consummation of the initial delivery of any bonds, 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, trust, or other agreements as authorized by the Act that are necessary and appropriate
to the fulfillment of the public purpose of the Corporation, all of which agreements, and the
specific uses, and the methods of withdrawal and expenditure of the proceeds of the bonds,
notes, or other debt instruments, must 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
201200241 3
substantially to the effect that any grant, conveyance, transfer, mortgage, encumbrance, pledge or
assignment of property owned by the City is prohibited.
Article Six
No Members
The Corporation has no members and is a nonstock corporation.
Article Seven
Sales Tax
Upon receipt from the City of the proceeds of the sales and use tax imposed under
Section 4B of the Act, the Corporation may use the proceeds as permitted by the Act as now
existing or as may be amended and these Articles of Incorporation.
Article Eight
Amendment
These Articles of Incorporation may be 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
Incorporation 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 manners:
(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 such amendment at a meeting of the Board of Directors and delivering
such amendments to the Secretary of State; or
(2) The Council may, at its sole discretion, and at any time, amend these Articles of
Incorporation and alter or change the structure, organization, programs, or activities of the
Corporation, or terminate or dissolve the Corporation (subject to the provisions of the Act, and
subject to any limitation provided by applicable constitutions and laws of the impairment of
contracts 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 dissolution to the Secretary 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
Registered Office and Registered Agent
The street address of the registered office of the Corporation is 1400 Schertz Parkway,
Schertz, Texas 78154, and the name of its registered agent at that address is John Bierschwale.
20120024.1 4
Article Ten
Board of Directors; Officers
(a) The affairs of the Corporation shall be managed by a board of directors which
shall be composed of seven (7) 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, 2005 and four (4) of the directors shall be appointed to terms expiring September
30, 2006. 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 and qualified elector of the City. Two (2) of the
directors must be members of the Council, and two (2) of the directors may, but are not required
to be, employees of the City. 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 shall be
eligible for reappointment. A majority of the entire membership of the board, including any
vacancies, 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 directors as
of the effective date of these Amended and Restated Articles of Incorporation and the dates of
expiration of their terms as directors, are as follows:
Expiration
Names Addresses Of Term
Ramon Cook
Gail Douglas
Dudley Wait
Ken Greenwald
Johnie McDow
Steve White
Tony Wilenchik
1400 Schertz Parkway
1400 Schertz Parkway
1400 Schertz Parkway
1400 Schertz Parkway
1400 Schertz Parkway
1400 Schertz Parkway
1400 Schertz Parkway
09/30/2005
09/30/2005
O9/30/2005
09/30/2006
09/30/2006
09/30/2oo6
09/30/2006
Each director shall serve until a successor is appointed. Directors are removable by the
Council at any time with or without cause. Any vacancy occurhng 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.
(c) The directors shall serve without compensation, but they shall be reimbursed for
their actual expenses incurred in the performance of their duties as directors.
(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 officers of the
Corporation, as more specifically provided in the Corporation's Bylaws. The term of each
officer's office shall expire on September 30 of each year. The City Manager, or his designee,
shall serve as the Executive Director of the Corporation to provide administrative support
20120024.1 5
services for the Corporation, but the Executive Director shall not be a member of the board of
directors.
(e) Meetings of the board of directors are subject to the Texas Open Meetings Act, 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 Eleven
Bylaws
The Bylaws of the Corporation have been approved by the 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
Council Approval
The City has specifically authorized the Corporation by Ordinance dated February 9,
2005 to act on its behalf to further the public purposes stated in such Ordinance and these
Articles of Incorporation, and the City has by such Ordinance, approved the Corporation's
Articles of Incorporation. A copy of the Ordinance is on file among the permanent public
records of the City and the Corporation.
Article Thirteen
Dissolution
(a) The Corporation shall not be dissolved, and its business shall not be terminated,
by act of the Council or otherwise, so long as the Corporation is obligated to pay any bonds,
notes, or other obligations and unless the collection of the sales and use tax authorized by
Section 4B of the Act is eligible for termination in accordance with the provisions of Section
4B(i) of the Act.
(b) No action shall be taken pursuant to paragraph (a) of this Article or pursuant to
paragraph (b) of Article Fifteen of these Articles, in any manner or at any time that would impair
any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the
Corporation.
Article Fourteen
Not a Private Foundation
If the Corporation is 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:
(1) 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;
20120024.1 6
(2)
the Code.
shall not engage in any act of self-dealing as defined in section 4941(d) of
(3) shall not retain any excess business holdings as defined in section 4943(c)
of the Code;
(4) shall not make any investments in such manner as to subject it to tax under
section 4944 of the Code; and
the Code.
shall not make any taxable expenditures as defined in section 4945(d) of
Article Fifteen
Miscellaneous
(a) No dividends shall ever be paid by the Corporation, and no part of its net earnings
remaining after payment of its expenses and other obligations shall be distributed to or inure to
be benefit of its directors or officers, or any individual, private firm, or private corporation or
association, except in reasonable amounts for services rendered.
(b) If, after the close of any fiscal year, the board of directors determines 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 all of the terms, provisions, and covenants therein have been met, then any
net earnings derived from sources other than the sales and use taxes collected for the account of
Corporation pursuant 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.
(c) 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 funds 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.
(d) No part of the Corporation's activities shall consist of the carrying on of
propaganda, or otherwise attempting to influence legislation, and the Corporation shall not
participate in any political campaign for or in opposition to any candidate for public office.
(remainder of page intentionally left blank)
20120024.1 7
Dated this 9th day of February, 2005.
CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION
President
Secretary
CITY OF SCHERTZ, TEXAS
City Secretary
20120024.1
ACKNOWLEDGEMENT
THE STATE OF TEXAS
COUNTY OF GUADALUPE §
On this the-o2.~£~ay 9f February , 2005, before me, the undersigned Notary Public,
personally appeared ~EH ~:~'~r_^t 0.',~/</ , who acknowledged to me that he/she is the
President of the City bf Schertz Economic Development Corporation, and that he/she, as such
official, being duly authorized to do so, executed the foregoing Amended and Restated Articles
of Incorporation of the City of Schertz Economic Development Corporation by signing his/her
name in such capacity.
1N WITNESS WHEREOF, I have hereon to set my hand and official seal.
~/e-f/~ N-o\ MARY L YBARRA
~l*{ ~,~)'~} Nota~t Public, Stateoflexas
~~My Commission E~ires 05-01-2006
Notar~ Publitc of the Stal/of Texas
20120024.1
ACKNOWLEDGEMENT
THE STATE OF TEXAS
COUNTY OF GUADALUPE §
On this theo~,-~/day of February, 2005, before me, the undersigned Notary Public,
personally appeared ~J~'~rv/¢ ,/9/~Z~,~ a~/ , who acknowledged to me that'/she is the
Secretary of the City of Schertz Economic Development Corporation, and that he/she, as such
official, being duly authorized to do so, executed the foregoing Amended and Restated Articles
of Incorporation of the City of Schertz Economic Development Corporation by signing his/her
name in such capacity.
IN WITNESS WHEREOF, I have hereon to set my hand and official seal.
MARY L YBARRA
~n~ ~ ]'n'] Notary Public, State of Texas
\~.',,;,_~;Z..~/My Commission ires 0
',,7~' ~-~-d~J Exp 5-01-2006
(Notary Seal) .... ~
Nota~, Puglic of the~tate of TeXas
20120024.1
ACKNOWLEDGEMENT
THE STATE OF TEXAS
COUNTY OF GUADALUPE §
On this theodore/day of February __, 2005, before me, the undersigned Notary Public,
personally appeared /~£~ ,,~?A,~ c_ , who acknowledged to me that she is the
City Secretary of the City of Schertz, Texas, and that she, as such official, being duly authorized
to do so, executed the foregoing Amended and Restated Articles of Incorporation of the City of
Schertz, Texas by signing her name in such capacity.
~o,:~:~:~]~X~A'~J~g~~, I have hereon to set my hand and official seal.
MARY L YBARRA ~
NO~ Public, State of Te~s ~
o ary
(Notary Seal)
20120024.1 11
AMENDED AND RESTATED BYLAWS
OF
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 "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 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 Amended and Restated Bylaws (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 Board on the effective date of the Articles of
Incorporation 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; 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
~8~3oo.2 1
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, such 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.
(b) 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
Board, be employees of the City and each member of the Board with the exception of the
1811300.2 - 2 -
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; 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
ora majority of the Council.
(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
ali 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
~8~300.2 - 3 -
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. 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, or his designee, will serve as the
Executive Director of the Corporation to provide administrative support services for the
Corporation and shall perform duties as prescribed by the Board and Council. The Executive
Director shall not be a member of the Board.
Section 3.7. General. 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 Executive
Director 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.
1811300.2 - 4 -
(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 at least annually 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.
(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
1811300.2 - 5 -
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:
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;
All other proposed expenditures shall be made in accordance with and shall be set forth
in the annual budget required by Section 4.2 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 thereofi
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, if any, 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
1811300.2 - 6 -
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, ordinance, 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, as amended (Subchapter A, Chapter 101, Texas Civil Practices and Remedies
Code), a governmental unit and its actions are governmental functions.
(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 approval of
these Bylaws by the Council.
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.
Adopted: February 9, 2005
1811300.2 - 7 -
thoes
AY, 9:30~7:00
iry,
ioo
ness days pdor to the
meeting(s) to request
assistance. Because
the meetings wi~t be
conducted in English,
any requests for lan-
guage interpreters
should also be made at
least two business days
prior to the meeting(s). '
i
NOTICE
I Manfred Zoller will no .rop
longer be responsible ~,dl
for depts accurd by ayn
Mickey Zoller-McGinty' ,/ ,~ to t
ORDINANCE ~
,ter;
Ordinance authorizing _=N"
amended and restated
ling Articles of Incorporation )O~
in of the City of Schertz
~tral Economic Development
the Corporation; approving
Val- amended and restated
at By-LawS of such Cot- A~
lng. poration; appointing Di- I
rectors to the Board of
Directors of such Cot-
) at- potation; and other
and matters in connection
luni- therewith.
3da-
:our- Approved on first read-
-free lng the 26th day of Jan- T
877- nary 2005. 'r
872- Deputy City Secretary,
busi- Mary Ybarra
Ordinance authorizing
amended and restated
Articles of Incorporation
of the City of Schertz
Economic Development
Corporation; approving
amended and restated
By-Laws of such Cor-
poration; appointing Di-
rectors to the Board of
Directors of such Cor-
porations; and other
matters in connection
therewith.
ORDINANCE j/ BULLDOZING
NO. 05-M-03 ~'~Land clearing, stock
ponds, etc. 303-7225.
QUARTER
Horses, mares & geld-
ings, lots of colors,
pleasure, ranch or
show. Aisc have 3
horse slant aluminum,
living quarters trailer,
$12,500 830-334-9114
or 830-534-1973
6 ROLL CULTIVATOR
Front mount, $300, 6
mil planter $650. 1 roil-
PASSED, APPROVED er to fit above planter
AND ADOPTED the $200. 3 shank IH tool
19th day of February bar 2 point hitch $300.
2005 830-379-2706.
City Secretary, -
Norma Althouse CASH PAID FOR
- Farm Tractors any con-
PUBLIC NOTICE dition, Call 903-874-
Notice is hereby given
that a Public Hearing
will be held by Alamo
Area Council of Gov-
ernments (AACOG),
8700 Tesoro Drive,
Suite #100, San Anto-
nio, Texas on Mamh 3,
2005, at 2:00 p.m. to
accept comments on a
proposed continuation
of Rural Public Trans-
portation services with-
in the AACOG region
including Atascosa,
Frio, Medina, Bandera,
Kerr, Gillespie, Kendall,
Comal, Guadalupe,
Karnes and Wilson
Counties. Financial as-
sistance to continue
and expand this service
is being sought from
the Texas Department
of Transportation, in-
cluding federeJ funds.
Service will be for the
general public and
fares will be charged for
the service. Additional
5883 or 903-641-1366.
Corsicana, TX.
310 - 360
ACCOUNTS
PAYABLE
Experienced accounts
payable person need-
ed. Position requires
strong bookkeeping
skills including the abili-
lowing requirements
apply: a High School ment.
Diploma or GED, no
criminal record, and pri-
or administrative expe-
rience. The applicant
must possess typing
skills, computer profi-
ciency, and a valid driv-
er's license and liability
insurance. Secretarial
abilities, telephone
skills, Windows, Micro-
soft Word, and Spanish
speaking would be a
plus. Applications may
be obtained at the Gua-
dalupe Co. Treasurer's
office, 307 W. Court,
Seguin, Texas 78155.
Applications and Re-
sumes are to be re-
turned to 2613 N. Gua-
dalupe, Seguin, until fil-
led ."
BLUEBONNET
TRAILS
COMMUNITY
MHMR CENTER
Has the following
open positions:
8118 Child/Youth
Case Manager=
Guadalupe County
MHC'
Bluebonnet Trails offers
EXCEPTIONAL
BENEFITS
Apply on-line at
www. bluebonnetmh mr. org
Application required.
EOE M/F/V/D
.... LOCAL COMPANY
GONZALES Needs workers for oil
HEALTHCARE well plugging & cement-
SYSTEMS lng crew. CDL License
Has immediate opening
for the position of required. 830-401-4266
ty to reconcile complex Emergency Center RN.
vendor statements. 7PM-7AM shift. One
This detailed oriented year full-time EC expe-
position involves a rience required. Excel-
heavy workload, re- lent salary and benefits.
quires the candidate to ACLS, PALS, and
vehicles will be required
to provide this service, work welt under pres- TNCC certification pre-
centives
LOOKING FOR A round w
CAREER? OR DO be drug
YOU JUST WANT backgrog
A JOB!! well gr¢
Self-motivated, ener- BIG tea
getic, eager to learn, Kristaat:
creative & fun loving in-
dividuals needed!! LIFE El(
IS TOO SHORT TO PLI
HATE YOUR JOB! N
Join the 1st Community For ne~
Service Sales Team for and Set
a Fortune 500 Compa- ply in pe~
ny! Start with Base Guadalu
pay/Commissions, Bo- Plumbin
nuses, 401K & Upbeat S. New l
Work Environment. RE-
QUIREMENTS: Sales Truck ¢
experience, Back- struction
ground/Drug Check, CDL.
Transportation, Mobile 8am-5p
Phone! Contact Lenise 3,388 or
(830) 556-6551, 830-
401-4221 or 830-303- PROI
3343 Driver
tractor ~
NEED DEADLINES bed, m
Before placing your ad? CaJl cation p
379-5441, ext. 201/203. CalhL
PART-TIME
HELP WANTED
Waitress, apply in per-
son @ Chaparral Coun-
try Club 300 Chaparral
Drive, Seguin. No
phone calls. Ask for
Barbara.
51
C~
Gener~
Need1
& cur
Good
New
606-50
Cledca
live re
positio
power.
Call tc
pointrr
2386. ~