R2004-107 06-28-04RESOLUTION 2004-107
RESOLUTION AUTHORIZING THE CREATION OF
DEVELOPMENT AUTHORITY OF PEARLAND, A LOCAL
GOVERNMENT CORPORATION; APPROVING THE
ARTICLES OF INCORPORATION AND BYLAWS;
APPOINTING THE INITIAL DIRECTORS; AND
CONTAINING OTHER PROVISIONS RELATING TO THE
SUBJECT
WHEREAS, Subchapter D, Chapter 431, Transportation Code ("Chapter 431"), provides
that three or more persons who are citizens of the State of Texas may form a local government
corporation to aid, assist and act on behalf of one or more local governments for the purpose of,
among other things, planning, developing and implementing scientific, educational and
recreational programs for such local governments;
WHEREAS, a local government corporation is created pursuant to the provisions of
Chapter 394, Local Government Code, (the "Chapter 394") which provisions require that the
local government corporation's articles of incorporation be in the form and be executed,
approved and filed in the manner prescribed by Chapter 394;
WHEREAS, the City Council (the "City Council") of the City of Pearland, Texas (the
"City") has determined that there is a substantial need to promote, develop, encourage and
maintain housing, educational facilities, employment, commerce, industrial and economic
development in the City; and
WHEREAS, the City Council has received a written application (the "Application"),
attached hereto as Exhibit A, signed by three residents of the City of Pearland, Texas who are
citizens of the State of Texas and are at least eighteen (18) years of age requesting the
incorporation of a local government corporation to aid, assist and act on behalf of the City in the
development and improvement of the City.
NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS:
Section 1. The City Council hereby finds, determines, recites and declares that it is
wise, expedient, necessary and advisable that a local government corporation, to be narrr_ed
DEVELOPMENT AUTHORITY OF PEARLAND (the "Authority") be formed, and the creation
and organization of the Authority under Chapter 431 as a duly constituted authority of the City cif
Pearland, Texas (the "City") is hereby approved.
Section 2. The City Council hereby finds, determines, recites and declares that the
Application is in the form and has been executed, approved and filed in the manner prescribed by
1-I0U2295540.3
Chapter 394 and that the City Council therefore has the authority to consider and take official
action on the Application for the incorporation of the Authority.
Section 3. The City Council hereby approves the Articles of Incorporation of the
Authority in substantially the form attached hereto as Exhibit B and the Bylaws of the Authority
in substantially the form attached hereto as Exhibit C and authorizes the incorporators of the
Authority to file the Articles of Incorporation with the Secretary of State of the State of Texas in
the manner provided by law.
Section 4. The City Council hereby appoints the following five (5) persons, each of
whom is at least eighteen (18) years of age, a resident of the City and a citizen of the State of
Texas, to serve as the initial members of the Board of Directors of the Authority:
(1) Tom Pool
2120 Country Club Drive
Pearland, Texas 77581
(2) Bill Sloan
1935 Tirnbercreek
Pearland, Texas 77581
(3)
(4)
(5) Tom Reid
2716 Stratford
Pearland, Texas 77581
Henry Stanaland
5108 Carrnona
Pearland, Texas 77584
Ed Baker
2405 Londonderry Drive
Pearland, Texas 77581
Section 4. The City Council hereby directs and declares that the Articles of
Incorporation and the Bylaws of the Authority may be amended at any time and from time to
time by the Board of Directors of the Authority only with the approval of the City Council.
Section 5. The City Council hereby directs that the Authority shall comply with the
Open Meetings Act, Chapter 551, Texas Government Code and the Open Records Act, Chapter
552, Texas Local Government Code.
Section 6. The City Council hereby finds, determines and declares tlaa1_,
notwithstanding that the Authority shall be a duly constituted authority of the City, the Authorit.>7
is not intended to be, nor shall it ever be deemed to be, a political subdivision or municipal, or
political corporation of the State of Texas within the meaning of any constitutional or statutory
provision, unless the constitutional or statutory provision specifically provides that a nonprofit
2
HOU:2295540.3
local goveniment corporation created pursuant to Chapter 431 is to be considered a political
subdivision.
Section 7. If any provision, section, subsection, sentence, clause or phrase of this
Ordinance, as the application of the same to any person, or set of circumstances is for any reason
held to be unconstitutional, void or invalid, the validity of the remaining portions of this
Ordinance, or its application to other persons or other circumstances shall not be affected
thereby, it being the intent of the City Council that no portion hereof or provision, or regulation
contained herein, shall become inoperative or fail by reason of the unconstitutionality, illegality
or other invalidity of any portion hereof and all provisions of this Ordinance are declared to be
severable for that purpose.
Section 8. The City Council hereby officially finds, determines and recites and
declares that a sufficient written notice of the date, hour, place and subject of this meeting of the
City Council was posted at a place convenient to the public at the City Hall of the City of
Pearland. Texas for the time required by law proceeding this meeting all as required by Chapter
551, Texas Government Code, and that this meeting has been open to the public as required by
law at all times during which this Resolution and the subject matter thereof has been discussed,
considered and formally acted upon. The City Council further ratifies, approves and confirms
such written notice and the contents and posting thereof.
3
HO U:2 295540.3
PASSED AND APPROVED this 28 day of
June , 2004.
Mayor
City of Pearland, Texas
ATTEST:
(SEAL)
4
HOU:2295540.3
EXHIBIT
- .0 7
Application to the City Council of the City of Pearland, Texas, for the Creation of
Development Authority of Pearland, and Requesting the Approval of the Articles of
Incorporation
RECITALS
Subchapter D of Chapter 431, Texas Transportation Code, authorizes the creation and
organization of a public non-profit local government corporation by cities to act as a duly
constituted authority of a city to aid and assist the city in the performance of one or more
governmental functions.
A local government corporation is created pursuant to the provisions of Chapter 394,
Vernon's Texas Codes Annotated, Local Government Code, (the "Local Government Code"). A
local government corporation may have and exercise all of the powers prescribed by Article
1396, Vernon's Texas Civil Statutes and Chapter 431, Texas Transportation Code. A local
government corporation's articles of incorporation shall be in the form and be executed,
approved, and filed in the manner prescribed by Chapter 394, Local Government Code.
Chapter 394 of the Local Government Code requires as a condition to the creation of a
local government corporation that at least three (3) residents of the city who are citizens of the
state and at least eighteen (18) years of age submit a written application for the incorporation of
the local government corporation.
NOW, THEREFORE, the undersigned hereby petition and make application to the City
Council (the "City Council") of the City of Pearland, Texas, (the "City") and represent the
following:
1. Pursuant to and in accordance with Chapter 394, Local Government Code, the
undersigned individuals, each of whom is a resident of the City, a citizen of the State of Texas,
and over the age of eighteen (18) years, make application to and request the City Council, to
approve and authorize the creation of a public non-profit local government corporation to be
designated and known as Development Authority of Pearland (the "Authority"). The Authority
shall have and exercise all of the powers prescribed by Article 1396, Vernon's Texas Civil
Statutes and Chapter 431, Texas Transportation Code.
2. The undersigned further request the City Council to approve the incorporation of
the Authority with Articles of Incorporation in substantially the form attached hereto as
Exhibit "A".
3. The undersigned further represent that duly executed original counterparts of this
Application have been presented to and filed with the City in proper and due time, form, and
manner, that this Application constitutes a proper and sufficient application to the City Council
for approval and authorization of the creation of a public non-profit local government
corporation as required by Chapter 394, Local Government Code; and that the City Council may
properly consider and act upon this Application.
HOU:2295554.3
WHER_EFORE, the undersigned respectfully request the City Council to approve this
Application in all respects and to grant the relief herein requested and to talce such further and
additional actions and proceedings as may be deemed necessary and proper in connection
therewith.
RESPECTFULLY SUBMITTED, this .09\3 day of , 2004.
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Alan Mueller
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THE STATE OF TEXAS
COUNTY OF 6,-72.K.o.¢.eeR.—§
BEFORE ME, the undersigned
known to me to be the person whose
acknowledged to me that he executed
expressed.
GIVEN UNDER MY HAND
n , 2004.
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authority, on this day personally appeared Bill Eisen,
name is subscribed to the foregoing instrument and
the same for the purposes and consideration therein
AND SEAL OF OFFICE, this the zZ day of
NOTARY IYV AND FOR
THE STATE OF TEXAS
3
THE STATE OF TEXAS §
COUNTY OF—Bra- chez /tet §
BEFORE ME, the undersigned authority, on this day personally appeared Alan Mueller,
known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 2.3 day of
, 2004.
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NO RY INS ND FOR
THE STATE OF TEXAS
4
THE STATE OF TEXAS §
COUNTY OF „Bra_x-oei/i §
BEFORE ME, the undersigned authority, on this day personally appeared Fred Welch,
known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed"
1GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 22 -,day of
(A-Y1e- , 2004.
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THE STATE OF TEXAS
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EXHIBIT
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ARTICLES OF INCORPORATION
OF
DEVELOPMENT AUTHORITY OF PEARLAND
We, the undersigned natural persons, each of whom is at least eighteen (18) years of age
or more and a qualified voter of the City of Pearland, Texas (the "City") and a citizen of the State
of Texas, acting as incorporators of a corporation under the provisions of Subchapter D of
Chapter 431, Texas Transportation Code (the "Act"), and Chapter 394, Texas Local Government
Code (the "Local Government Code"), do hereby adopt the following Articles of Incorporation
for such corporation:
ARTICLE I
The name of the corporation is DEVELOPMENT AUTHORITY OF PEARLAND (the
"Authority").
ARTICLE II
The Authority is a public non-profit corporation.
ARTICLE III
The period of duration of the Authority shall be perpetual.
ARTICLE IV
The Authority is organized for the purpose of aiding, assisting, and acting on behalf of
the City in the performance of its governmental functions to promote the common good and
general welfare and, particularly, to promote, develop, encourage and maintain housing,
educational facilities, employment, commerce, industrial and economic development in the City.
The Authority is further organized to aid, assist and act on behalf of the City:
(a) in the development of a policy to finance development and redevelopment of
residential, educational facilities, commercial, industrial, and park/open space properties in the
City; and
(b) in the development and implementation of development and redevelopment
policies for the City, including the acquisition of land for development and redevelopment
purposes.
The Authority is formed pursuant to and shall have all corporate powers provided by the
provisions of the Act as it now or may hereafter be amended, and Chapter 394, Texas Local
Government Code, which authorizes the Authority to assist and act on behalf of the City and to
engage in activities in the furtherance of the purposes for its creation.
HOU:2289237.4
The Authority shall have and exercise all of the rights, powers, privileges, authority, and
functions given by the general laws of Texas to non-profit corporations incorporated under the
Act including, without limitation, Article 1396, Vernon's Texas Civil Statutes.
The Authority shall have all other powers of a like or different nature not prohibited by
law which are available to non-profit corporations in Texas and which are necessary or useful to
enable the Authority to perform the purposes for which it is created, including the power to issue
bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the
purposes for which it was created, provided that the Authority shall not issue bonds without the
consent of the City Council of the City.
The Authority is created as a local government corporation pursuant to the Act and shall
be a governmental unit within the meaning of Subdivision (2), Section 101.001, Texas Civil
Practice and Remedies Code. The operations of the Authority are governmental and not
proprietary functions for purposes of the Texas Tort Claims Act, Section 101.001 et seq., Texas
Civil Practice and Remedies Code. The Authority shall have the power to acquire land in
accordance with the Act as amended from time to time.
ARTICLE V
The Authority shall have no members and shall have no stock.
ARTICLE VI
All powers of the Authority shall be vested in a Board consisting of five (5) persons. The
initial directors of the Authority ("Director" or "Directors") shall be those persons named in
Article VIII. Persons serving as Directors to the Authority may simultaneously be members of
the City Council of the City; provided, however that at no time shall more than two Directors of
the Board also be members of the City Council of the City. Each initial Director and all
subsequent Directors shall be residents of the City. Each initial Director named in Article VIII
hereof shall serve for the term prescribed in the Bylaws. Subsequent Directors shall be
appointed by position to the Board by the City Council of the City as prescribed in the Bylaws.
Except as provided in the Articles of Incorporation, each Director shall serve for the term
provided in the Bylaws. Any Director may be removed from office at any time, with or without
cause, by the City Council of the City.
The initial Chair shall be Tom Reid_ Mayor ,
designate each subsequent Chair of the Board.
If any of the following persons is not serving as a member of the Board, he or she or their
designee shall serve as an ex -officio, non-voting member of the Board:
and the City Council of the City shall
(1) City Manager;
(2) City Attorney; and
(3)
HOU:2289237.4
Deputy City Manager.
2
In addition, the Board of Directors of the Authority may designate one or more representatives of
the Alvin Independent School District, Pearland Independent School District, Harris County,
Brazoria County, Fort Bend County or other political subdivisions as ex officio, non-voting
members of the Board of Directors. Ex -officio members of the Board are non-voting members
and are not required to be residents of the City.
All other matters pertaining to the internal affairs of the Authority shall be governed by
the Bylaws of the Authority, so long as such Bylaws are not inconsistent with these Articles of
Incorporation, or the laws of the State of Texas.
ARTICLE VII
The street address of the initial reLYistered office of the Authority is 3519 Liberty Drive,
Pearland, Texas 77581, and the name of its initial registered agent at such address is Damn
Coker, City Attorney, 3519 Liberty Drive, Pearland, Texas 77581.
ARTICLE VIII
The number of Directors initially constituting the Board is five (5). The names,
addresses, and positions of the five (5) initial Directors, each of whom resides within the City are
as follows:
Name and Address
Tom Pool Position One
2120 Country Club Drive
Pearland, Texas 77581
Bill Sloan Position Two
1935 Timbercreek
Pearland, Texas 77581
Henry Stanaland Position Three
5108 Carmona
Pearland, Texas 77584
Ed Baker Position Four
2405 Londonderry Drive
Pearland, Texas 77581
Tom Reid Position Five
2716 Stratford
Pearland, Texas 77581
ARTICLE IX
The names and street addresses of the incorporators, each of whom resides within the
City are as follows_
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HOU:2289237.4
Name and Address
Bill Eisen
3519 Liberty Drive
Pearland, Texas, 77581
Alan Mueller
3519 Liberty Drive
Pearland, Texas, 77581
Fred Welch
3519 Liberty Drive
Pearland, Texas, 77581
ARTICLE X
Resolution No. 2004-107 approving the form of these Articles of Incorporation has been
adopted by the City Council of the City on June 28, 2004.
ARTICLE XI
No Director shall be liable to the Authority for monetary damages for an act or omission
in the director's capacity as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Authority, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for any transaction from which the
Director received an improper benefit, whether or not the benefit resulted from an act taken
within the scope of the Director's office, or (iv) for acts or omissions for which the liability of a
Director is expressly provided by statute. Any repeal or amendment of this Article by the
Directors shall be prospective only, and shall not adversely affect any limitation on the personal
liability of a Director existing at the time of such repeal or amendment. In addition to the
circumstances in which a Director is not personally liable as set forth in the preceding sentences,
a Director shall not be liable to the fullest extent permitted by any amendment to the Texas
statutes hereafter enacted that further limits the liability of a Director.
ARTICLE XII
In accordance with the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code
of 1986, as amended (the "Code"), and regardless of any other provisions of these Articles of
Incorporation or the laws of the State of Texas, the Authority: (a) shall not permit any part of the
net earnings of the Authority to inure to the benefit of any private individual (except fhat
reasonable compensation may be paid for personal services rendered to or for the Authority in.
effecting one or more of its purposes); (b) shall not devote more than an insubstantial part of its
activities to attempting to influence legislation by propaganda or otherwise; (c) shall not
participate in, or intervene in (including the publication or distribution of statements), any
political campaign on behalf of any candidate for public office; and (d) shall not attempt to
influence the outcome of any election for public office or to carry on, directly or indirectly, any
voter registration drives. Any income earned by the Authority after payment of reasonable
expenses, debt and establishing a reserve shall accrue to the City.
4
HOU:2289237.4
The City shall, at all times, have an unrestricted right to receive any income eamed by the
Authority, exclusive of amounts needed to cover reasonable expenditures and reasonable
reserves for future activities. Unless otherwise directed by the City, any income of the Authority
received by the City shall be deposited into the City's General Fund, or a successor fund. No
part of the Authority's income shall inure to the benefit of any private interests.
If the Board of Directors determines by resolution that the purposes for which the
Authority was formed have been substantially met and all bonds issued by and all obligations
incurred by the Authority have been fully paid, the Board shall execute a certificate of
dissolution which states those facts and declares the Authority dissolved in accordance with the
requirements of Section 394.026 of Texas Local Government Code, or with applicable law then
in existence. In the event of dissolution or liquidation of the Authority, all assets will be turned
over to the Finance Department of the City, or its successor, for deposit into the City's General
Fund unless the City Council of the City shall otherwise direct.
Any capital project(s) of the Authority as well as all plans and specifications of any
improvements to be made by the Authority shall be approved in writing by the City Engineer. -
ARTICLE XIII
If the Authority is a private foundation within the meaning of Section 509(a) of the Code,
the Authority_ (a) 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; (b) shall not engage in any act of self-dealing as defined in Section 4941(d) of the
Code; (c) shall not retain any excess business holdings as defined in Section 4943(c) of the Code;
(d) shall not make any investments in such manner as to subject it to tax under Section 4944 of
the Code; and (e) shall not make any taxable expenditures as defined in Section 4945(d) of the
Code.
ARTICLE XIV
The City Council of the City may at any time consider and approve an ordinance
directing the Board to proceed with the dissolution of the Authority, at which time the Board
shall proceed with the dissolution of the Authority in accordance with applicable state law. The
failure of the Board to proceed with the dissolution of the Authority in accordance with this
Article shall be deemed a cause for the removal from office of any or all of the Directors as
permitted by Article VI of these Articles of Incorporation.
ARTICLE XV
These Articles may not be changed or amended unless approved by the City Council of
the City.
5
HOU2289237.4
IN WITNESS WHEREOF, we have hereunto set our hands this 28 day of June.
2004.
Bill Eisen, Incorporator
Alan Mueller, Incorporator
Fred Welch, Incorporator
THE STATE OF TEXAS §
COUNTY OF BRAZORIA §
BEFORE ME, the undersigned authority, on this day personally appeared Bill Eisen,
known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed.
GIVEN TINDER MY HAND AND SEAL OF OFFICE, this the day of
2004.
PERLA N. LEHMAN
Notary Public, Stats of Texas
My Commission Expires:
APRiL 2, 2005
(SEAL)
HOU:2289237.4
�hlotaary Public in and for
The State of Texas
6
THE STATE OF TEXAS §
§
COUNTY OF BRAZORIA §
BEFORE ME, the undersigned authority, on this day personally appeared Alan Mueller,
known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
2004.
rr.•*erg.,�.=..��s:��.e.,�.�r��..,-.r.�.meoe�•
PERLA N. LEHMAN
t Notary Public, State of Texas
� P My Commission Expires:
pTFOFtE� APRIL 2, 2005 },
(STEAL)
otary Public in and for
The State of Texas
THE STATE OF TEXAS §
COUNTY OF BRAZORIA §
BEFORE ME, the undersigned authority, on this day personally appeared Fred Welch,
known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the Ia;h day of
2004.
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7
BYLAWS
OF
DEVELOPMENT AUTHORITY
OF PEARLAND
A Texas Local Government Corporation
(Created by the City of Pearland, Texas)
Date of Adoption: , 2004
HOU.2301785. 1
EXHIBIT
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R moo -- X07
i
ARTICLE I.
ARTICLE II.
Section 1
Section 2
Section 3
Section 4
Section 5
Section 6
Section 7
Section 8
TABLE OF CONTENTS
Page
PURPOSES
BOARD OF DIRECTORS
Appointment, Classes, Powers, Number, and Term of Office.
Meetings of Directors.
Annual Meetings.
Regular Meetings
Special and Emergency Meetings.
Quorum.
Conduct of Business
Committees.
Compensation of Directors
. Director's Reliance on Consultant Information
OFFICERS
Titles and Term of Office.
Powers and Duties of the Chair
Powers and Duties of the Vice -Chair.
Execution of Documents.
Treasurer.
Secretary.
Compensation
Officer's Reliance on Consultant Information
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Right to Indemnification
Advance Payment
Indemnification of Employees and Agents
Appearance as a Witness
Non -exclusivity of Rights
Insurance
Notification
Savings Clause
AMENDMENTS TO BYLAWS 8
MISCELLANEOUS PROVISIONS 8
Fiscal Year. 8
Seal. 8
Notice and Waiver of Notice. 8
Resignations. 8
Gender. 8
Appropriations and Grants. 8
Legal Authorities Governing Construction of Bylaws 8
Heading 9
Parties Bound 9
Effective Date 9
Section 9.
Section 10
ARTICLE III.
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
ARTICLE IV.
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
ARTICLE V.
ARTICLE VI.
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7
Section 8
Section 9
Section 10
HOU:2301 785. 1
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i
BYLAWS
OF THE
DEVELOPMENT AUTHORITY
OF PEARLAND
ARTICLE I.
PURPOSES
Development Authority of Pearland (the "Authority") is organized for the purpose of
aiding, assisting, and acting on behalf of the City of Pearland, Texas (the "City") in the
performance of their governmental functions to promote the common good and general welfare
of the City to promote the economic development and diversification of the City, to develop,
encourage and maintain employment, and to develop and expand commerce in the City.
The Authority is formed pursuant to the provisions of Chapter 431, Texas Transportation
Code, as amended ("the Act") as it now or may hereafter be amended, and Chapter 394, Local
Government Code, which authorizes the Authority to assist and act on behalf of the City and to
engage in activities in the furtherance of the purposes for its creation.
The Authority shall have and exercise all of the rights, powers, privileges, authority, and
functions given by the general laws of Texas to non-profit corporations incorporated under the
Act including, without limitation, Article 1396, Vernon's Texas Civil Statutes, as amended.
The Authority shall have all other powers of a like or different nature not prohibited by
law which are available to non-profit corporations in Texas and which are necessary or useful to
enable the Authority to perform the purposes for which it is created, including the power to issue
bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the
purposes for which it was created, provided that the Authority shall not issue bonds without the
consent of the City Council of the City.
The Authority is created as a local government corporation pursuant to the Act and shall
be a governmental unit within the meaning of Subdivision (2), Section 101.001, Civil Practice
and Remedies Code. The operations of the Authority are governmental and not proprietary
functions for purposes of the Texas Tort Claims Act, Section 101.001 et seq., Civil Practice and
Remedies Code. The Authority shall have the power to acquire land in accordance with the Act
as amended from time to time.
ARTICLE II.
BOARD OF DIRECTORS
Section I. Appointment, Classes, Powers, Number, and Term of Office. All powers of
the Authority shall be vested in the Board of Directors (the "Board of Directors"). The Board of
HOU:2301785.1
Directors shall initially consist of five (5) persons. At no time shall more than two (2) Directors
also be members of the City Council of the City. The City Council shall appoint all of the
Directors.
Each Director shall serve for a term which expires on the date set forth below for the
position to which such person was appointed, or until his or her successor is appointed by the
City unless such Director has been appointed to fill an unexpired term in which case the term of
the Director shall expire on the expiration date of the term of the Director whose position he or
she was appointed to fill or until his or her successor is appointed and qualifies for the position.
Any Director may be removed from office at any time, with or without cause, by the City
Council. The number of Directors may only be increased or decreased by consent of the City
Council of the City.
The terms of office for the Directors shall be staggered. Positions 1, 3 and 5 shall expire
on September 30 of the next odd year following the initial appointment of Directors for such
positions. Positions 2 and 4 shall expire on September 30 of the next even year following the
initial appointment of Directors to such positions. The Directors' term of office for all positions
following initial appointment shall be two years ending September 30 of the odd or even year
indicated in this paragraph. All Directors shall hold their respective offices until their successor
is appointed and qualifies as a Director. The City Manager, Deputy City Manager and City
Attorney shall serve as ex efficio members of the Board of Directors and shall not be entitled to
vote.
Section 2. Meetings of Directors. The Directors may hold their meetings and may have
an office and keep the books of the Authority at City Hall or such other location in the City as
the Board of Directors may from time to time determine; provided, however, in the absence of
any such determination, such place shall be the registered office of the Authority in the State of
Texas.
To the extent provided by law, the meetings of the Board of Directors and any committee
of the Board of Directors shall be held in accordance with and notice of such meetings shall be
filed for the same length of time and in the same manner and location as is required of a City
under Chapter 551, Government Code, as amended (the "Open Meetings Act").
To the extent provided by law, the Authority, the Board of Directors, and any committee
of the Board of Directors exercising the powers of the Authority are subject to Chapter 552,
Government Code, as amended (the "Public Information Act").
Section 3. Annual Meetings. The annual meeting of the Board of Directors shall be held
at the time and at the location in the City designated by the resolution of the Board of Directors
for the purposes of transacting such business as may be brought before the meeting.
Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held
at such times and places as shall be designated, from time to time, by resolution of the Board of
Directors.
Section S. Special and Emergency Meetings. Special and emergency meetings of the
Board of Directors shall be held whenever called by the Chair of the Board of Directors or the
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Secretary or by a majority of the Directors who are serving duly appointed terms of office at the
time the meeting is called.
The Secretary shall give notice of each special meeting in person, by telephone,
facsimile, e-mail, mail or telegraph at least three (3) days before the meeting to each Director and
to the public in compliance with the Open Meetings Act. Notice of each emergency meeting
shall also be given in the manner required of the City under Section 551.045 of the Open
Meetings Act. Unless otherwise indicated in the notice thereof, any and all matters pertaining to
the purposes of the Authority may be considered and acted upon at a special or emergency
meeting. At any meeting at which every Director shall be present, even though without any
notice, any matter pertaining to the purposes of the Authority may be considered and acted upon
to the extent allowed by the Open Meetings Act.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for
the consideration of matters pertaining to the purposes of the Authority. If at any meeting of the
Board of Directors there is less than a quorum present, a majority of those present may adjourn
the meeting from time to time. The act of a majority of the Directors present and voting at a
meeting at which a quorum is in attendance shall constitute the act of the Board of Directors,
unless the act of a greater number is required by law, by the Articles of Incorporation, or by these
Bylaws.
A Director who is present at a meeting of the Board of Directors at which any corporate
action is taken shall be presumed to have assented to such action unless his dissent or abstention
shall be entered in the minutes of the meeting or unless he shall file his written dissent or
abstention to such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent or abstention by registered mail to the
Secretary of the Board of Directors immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a Director who voted in favor of the action.
Section 7. Conduct of Business. At the meetings of the Board of Directors, matters
pertaining to the purposes of the Authority shall be considered in such order as from time to time
the Board of Directors may determine.
At all meetings of the Board of Directors, the Chair shall preside, and in the absence of
the Chair, the Vice -Chair shall preside. In the absence of the Chair and the Vice -Chair, a chair
shall be chosen by the Board of Directors from among the Directors present.
The Secretary of the Board of Directors shall act as secretary of all meetings of the Board
of Directors, but in the absence of the Secretary, the presiding officer may appoint any person to
act as secretary of the meeting.
Section 8. Committees. The Board of Directors may, by resolution passed by a majority
of the Directors, designate two (2) or more Directors to constitute one or more committees. A
committee shall act in the manner provided in the authorizing resolution. 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 office of the Authority, and shall
report the same to the Board of Directors from time to time.
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Section 9. Compensation of Directors. Directors, as such, shall not receive any salary
or compensation for their services as Directors; unless otherwise directed by the City Council. A
Director may be reimbursed for reasonable out-of-pocket expenses incurred as a Director in
accordance with guidelines established by the Board of Directors which are reasonable and
necessary in carrying out the Board of Directors' purposes.
Section 10. Director's Reliance on Consultant Information. A Director shall not be
liable if while acting in good faith and with ordinary care, he relies on information, opinions,
reports, or statements, including financial statements and other financial data that were prepared
or presented by:
(a) one or more other officers or employees of the Authority;
(b) legal counsel, public accountants, or other persons as to matters the officer
reasonably believes are within the person's professional or expert competence; or
(c)
a committee of the Board of Directors of which the Director is not a member.
ARTICLE III.
OFFICERS
Section 1. Titles and Term of Office. The officers of the Authority shall be a chair of
the Board of Directors, one or more vice chairs of the Board of Directors, a secretary, a treasurer,
and such other officers as the Board of Directors may from time to time shall elect. One person
may hold more than one office, except that the Chair of the Board may not hold the office of
Secretary. The term of office for each officer (other than the Treasurer) shall be coincident with
the Director's term of office.
All officers (other than the Treasurer) shall be subject to removal, with or without cause,
at any time by a vote of a majority of the whole Board of Directors.
A vacancy in the office of any officer (other than the Treasurer) shall be filled by the
Board of Directors. The designation of the Treasurer shall be governed by the provisions of
Section 5 of this Article.
Section 2. Powers and Duties of the Chair. The Chair shall be a member of the Board
of Directors and shall preside at all meetings of the Board of Directors. He or she shall have
such duties as are assigned by the Board of Directors. The Chair may call special or emergency
meetings of the Board of Directors.
Section 3. Powers and Duties of the Vice -Chair. The Vice -Chair shall be a member of
the Board of Directors and shall perform the duties and exercise the powers of the Chair upon the
Chair's death, absence, disability, or resignation, or upon the Chair's inability to perform the
duties of his or her office. Any action taken by the Vice -Chair in the performance of the duties
of the Chair shall be conclusive evidence of the absence or inability to act of the Chair at the
time such action was taken.
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Section 4. Execution of Documents. In furtherance of the purposes of the Board of
Directors and subject to the provisions of the Articles of Incorporation and By-laws, the Board of
Directors may authorize the Chair or Vice Chair to sign and execute all bonds, notes, deeds,
conveyances, franchises, assignments, mortgages, notes, contracts and other obligations in the
name of the Authority.
Section S. Treasurer. Notwithstanding the provisions of any other Section of this
Article, the City of Pearland Director of Finance shall be the Treasurer of the Authority. The
Treasurer shall have custody of all the funds and securities of the Authority which come into his
or her hands. When necessary or proper, he or she may endorse, on behalf of the Authority, for
collection, checks, notes and other obligations and shall deposit the same to the credit of the
Authority in a special Authority fund in the City's depository bank or banks. He or she may sign
all receipts and vouchers for payments made to the Authority, either alone or jointly with such
other officer as is designated by the Board of Directors. Whenever requested by the Board of
Directors, he or she shall perform all acts incident to the position of Treasurer subject to the
control of the Board of Directors and he or she shall, if required by the Board of Directors, give
such bond for the faithful discharge of his or her duties in such form as the Board of Directors
may require. All Authority funds shall be secured in the same manner as City funds, as required
by Chapter 2256, Government Code, the Public Funds Investment Act.
Section 6. Secretary. The Secretary shall keep the minutes of all meetings of the Board
of Directors in books provided for that purpose. He or she shall attend to the giving and
serving of all notices; in furtherance of the purposes of the Authority and subject to the
limitations contained in the Articles of Incorporation, he or she may sign with the Chair in the
name of the Authority and/or attest the signatures thereof, all contracts, conveyances,
franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the
Authority. He or she shall have charge of the Authority's books and records, except the books
of account and financial records and securities of which the Treasurer shall have custody and
charge, and such other books and papers as the Board of Directors may direct, and, he or she
shall in general perform all duties incident to the office of Secretary subject to the control of
the Board of Directors
Section 7. Compensation. Officers may not receive salary or compensation for
personal services. Members of the Board of Directors, even in their capacity as officers, are
not entitled to compensation
Section 8. Officer's Reliance on Consultant Information. In the discharge of a duty
imposed or power conferred on an officer of the Authority, the officer may in good faith and
with ordinary care rely on information, opinions, reports, or statements, including financial
statements and other financial data that were prepared or presented by
(a) one or more other officers or employees of the Authority, including members of
the Board of Directors; or
(b) legal counsel, public accountants, or other persons as to matters the officer
reasonably believes are within the person's professional or expert competence.
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ARTICLE IV.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section I. Right to Indemnification. Subject to the limitations and conditions as
provided in this Article IV and the Authority's Articles of Incorporation, each person who
was or is made a party or is threatened to be made a party to or is involved in any
threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative (hereinafter a "Proceeding"), or any appeal in
such a proceeding or any inquiry or investigation that could lead to such a proceeding, by
reason of the fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Authority or while a director or officer of the
Authority, is or was serving at the request of the Authority as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or
domestic corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise, shall be indemnified by the Authority to the fullest extent
permitted by the Texas Non -Profit Corporation Act, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such amendment
permits the Authority to provide broader indemnification rights than said law permitted
the Authority to provide prior to such amendment) against judgments, penalties (including
excise and similar taxes and punitive damages), fines, settlements and reasonable expenses
(including, without limitation, attorneys' fees) actually incurred by such person in
connection with such proceeding, and indemnification under this Article IV shall continue
as to a person who has ceased to serve in the capacity which initially entitled such person to
indemnity hereunder. The rights granted pursuant to this Article IV shall be deemed
contract rights, and no amendment, modification or repeal of this Article IV shall have the
effect of limiting or denying any such rights with respect to actions taken or proceedings
arising prior to any such amendment, modification or repeal. It is expressly acknowledged
that the indemnification provided in this Article IV could involve indemnification for
negligence or under theories of strict liability.
Section 2. Advance Payment. The right to indemnification conferred in this Article IV
shall include the right to be paid in advance or reimbursed by the Authority the reasonable
expenses incurred by a person of the type entitled to be indemnified under Section 1 who was, is
or is threatened to be made a named defendant or respondent in a proceeding in advance of the
final disposition of the proceeding and without any determination as to the person's ultimate
entitlement to indemnification; provided, however, that the payment of such expenses incurred
by any such person in advance of the final disposition of a proceeding, shall be made only upon
delivery to the Board of Directors of a written affirmation by such Director or officer of his or
her good faith belief that he or she has met the standard of conduct necessary for indemnification
under this Article IV and a written undertaking, by or on behalf of such person, to repay all
amounts so advanced if it shall ultimately be determined that such indemnified person is not
entitled to be indemnified under this Article IV or otherwise.
Section 3. Indemnification of Employees and Agents. The Authority, by adoption of a
resolution of the Board of Directors, may indemnify and advance expenses to an employee or
agent of the Authority to the same extent and subject to the same conditions under which it may
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indemnify and advance expenses to Directors and officers under this Article IV; and the
Authority may indemnify and advance expenses to persons who are not or were not Directors,
officers, employees or agents of the Authority but who are or were serving at the request of the
Authority as a Director, officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise against any liability asserted
against him or her and incurred by him or her in such a capacity or arising out of his or her status
as such a person to the same extent that it may indemnify and advance expenses to Directors
under this Article IV.
Section 4. Appearance as a Witness. Notwithstanding any other provision of this
Article IV, the Authority may pay or reimburse expenses incurred by a Director or officer in
connection with his or her appearance as a witness or other participation in a proceeding
involving the Authority or its business at a time when he or she is not a named defendant or
respondent in the proceeding.
Section S. Non -exclusivity of Rights. The right to indemnification and the advancement
and payment of expenses conferred in this Article IV shall not be exclusive of any other right
which a Director or officer or other person indemnified pursuant to Section 3 of this Article IV
may have or hereafter acquire under any law (common or statutory), provision of the Articles of
Incorporation of the Authority or these Bylaws, agreement, vote of shareholders or disinterested
Directors or otherwise.
Section 6. Insurance. The Authority may purchase and maintain insurance, at its
expense, to protect itself and any person who is or was serving as a Director, officer, employee
or agent of the Authority or is or was serving at the request of the Authority as a Director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic corporation, partnership, joint venture, proprietorship, employee benefit
plan, trust or other enterprise against any expense, liability or loss, whether or not the Authority
would have the power to indemnify such person against such expense, liability or loss under this
Article IV.
Section 7. Notification. Any indemnification of or advance of expenses to a Director or
officer in accordance with this Article IV shall be reported in writing to the members of the
Board of Directors with or before the notice of the next regular meeting of the Board of Directors
and, in any case, within the 12 -month period immediately following the date of the
indemnification or advance.
Section 8. Savings Clause. If this Article IV or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Authority shall nevertheless
indemnify and hold harmless each Director, officer or any other person indemnified pursuant to
this Article IV as to costs, charges and expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to the full extent permitted by any applicable portion of this
Article IV that shall not have been invalidated and to the fullest extent permitted by applicable
law.
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ARTICLE V.
AMENDMENTS TO BYLAWS
A proposal to alter, amend, or repeal these Bylaws shall be made by the affirmative vote
of a majority of the full Board of Directors at any annual or regular meeting, or at any special
meeting if notice of the proposed amendment be contained in the notice of said special meeting.
However, any proposed change or amendment to the Bylaws must be approved by the City
Council of the City to be effective.
ARTICLE VI.
MISCELLANEOUS PROVISIONS
Section I. Fiscal Year. The fiscal year of the Authority shall run concurrently with the
fiscal year of the City.
Section 2. Seal. The seal of the Authority shall be such as from time to time may be
approved by the Board of Directors.
Section 3. Notice and Waiver of Notice. Whenever any notice whatever, other than
public notice of a meeting given to comply with the Open Meetings Act, is required to be given
under the provisions of these Bylaws, 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 Authority, and
such notice shall be deemed to have been given on the day of such mailing. A waiver of notice,
signed by the person or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
Section 4. Resignations. Any Director or officer may resign at any time. Such
resignations shall be made in writing and shall take effect at the time specified therein, or, if no
time be specified, at the time of its receipt by the Chair or Secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so provided in the
resignation.
Section S. Gender. References herein to the masculine gender shall also refer to the
feminine in all appropriate cases and vice versa.
Section 6. Appropriations and Grants. The Authority shall have the power to request
and accept any appropriation, grant, contribution, donation, or other form of aid from the federal
government, the State, any political subdivision, or municipality in the State, or from any other
source.
Section 7. Legal Authorities Governing Construction of Bylaws. The Bylaws shall be
construed in accordance with the laws of the State of Texas. All references in the Bylaws to
statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their
successors, as they may be amended from time to time.
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Section 8. Heading. The headings used in the Bylaws are used for convenience and
shall not be considered in construing the terms of the Bylaws.
Section 9. Parties Bound. The Bylaws shall be binding upon and inure to the benefit of
the directors, offices and agents of the Authority and their respective heirs, executors,
administrators, legal representatives, successors and assigns except as otherwise provided in the
Bylaws.
Section IO. Effective Date. These Bylaws, and any subsequent amendments thereto,
shall be effective of and from the date upon which approval has been given both by the Board of
Directors and the City Council of the City.
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CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting secretary of the DEVELOPMENT
AUTHORITY OF PEARLAND, and the foregoing Bylaws constitute the Bylaws of the
Authority. These Bylaws were approved by the City Council of the City of Pearland, Texas, at a
meeting held on , 2004, and adopted at a meeting of the Board of Directors of
the Authority held on , 2004.
Signed this , 2004.
HOU:2301 785. 1
SECRETARY, DEVELOPMENT AUTHORITY
OF PEARLAND
10
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTIES OF BRAZORIA AND HARRIS
CITY OF PEARLAND
We, the undersigned officers of the City of Pearland, Texas (the "City"), hereby certify as
follows:
1. The City Council of the City convened in a regular meeting on June 28, 2004, at
the regular meeting place thereof, within the City, and the roll was called of the duly constituted
officers and members of the City Council, to wit:
Tom Reid
Charles Viktorin
Richard F. Tetens
Woodrow "Woody" Owens
Larry R. Marcott
Kevin Cole
Young Lorfing
Mayor
Council Member and Mayor Pro Tem
Council Member
Council Member
Council Member
Council Member
City Secretary
and all of such persons were present except iL..Q:ka + (1,./.,34 ic.�eA4,
quorum. Whereupon, among other business, the following was transacted
written
thus constituting
at said meeting:
a
a
RESOLUTION AUTHORIZING THE CREATION OF DEVELOPMENT
AUTHORITY OF PEARLAND, A LOCAL GOVERNMENT CORPORATION;
APPROVING THE ARTICLES OF INCORPORATION AND BYLAWS;
APPOINTING THE INITIAL DIRECTORS; AND CONTAINING OTHER
PROVISIONS RELATING TO THE SUBJECT
(the "Resolution") was duly introduced for the consideration of the City Council and read in full.
It was then duly moved and seconded that the Resolution be adopted on first reading; and, after
due discussion, such motion, carrying with it the adoption of the Resolution, prevailed and
carried by the following vote:
AYES: {a
-
NAYS: O ABSTENTIONS: _(:).
2. That a tele, frill and correct copy of the Resolution adopted at the meeting
described in the above and foregoing paragraph is attached to and follows this certificate; that the
Resolution has been duly recorded in the City Council's minutes of such meeting; that the above:
and foregoing paragraph is a true, frill and correct excerpt from the City Council's minutes of
such meeting pertaining to the adoption of the Resolution; that the persons named in the above
and foregoing paragraph are the duly chosen, qualified and acting officers and members of the
City Council as indicated therein; that each of the officers and members of the City Council was
duly and sufficiently notified officially and personally, in advance, of the date, hour, place and
subject of the aforesaid meeting, and that the Resolution would be introduced and considered for
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HOU:2324144.1
adoption at such meeting, and each of such officers and members consented, in advance, to the
holding of such meeting for such purpose; that such meeting was open to the public as required
by law; and that public notice of the date, hour, place and subject of such meeting was given as
required by the Open Meetings Law, Chapter 551, Texas Government Code.
SIGNED AND SEALED this June 2$
(SEAL)
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, 2004.
Mayor
CITY OF PEARLAND, TEXAS