2004-07-27 Development Authority of Pearland Minutes of the Board of Directors Meeting DEVELOPMENT AUTHORITY OF PEARLAND
MINUTES OF THE BOARD OF DIRECTORS MEETING
July 27, 2004
CITY OF PEARLAND §
STATE OF TEXAS §
DEVELOPMENT AUTHORITY OF PEARLAND §
An initial meeting of the Board of Directors (the "Board") of the Development Authority
of Pearland (the "Authority"), a non-profit corporation organized to aid, assist and act on behalf
of the City of Pearland. Texas (the "City"), was held at City Hall, 3519 Liberty Drive, Pearland.
Texas, on Tuesday, July 27, 2004 commencing at 4:00 p.m. Written notice of the meeting
including the date, hour, place and agenda for the meeting, was posted in accordance with the
Texas Open Meetings Act. The following Directors participated in the meeting: Chair Tom
Reid; Tom Pool, Bill Sloan, and Henry Stanaland. Director Ed Baker was not in attendance.
Chair Reid called the meeting to order at approximately 4:15 p.m. and a quorum
was established.
1. Administration of Oath of Office to Board of Directors. Chair Reid administered
the oath of office to Directors. Pool, Sloan and Stanaland. Chair Reid was also
administered the oath of office.
2. Organizational Matters. Chair Reid led a discussion regarding nomination and
election of officers for Vice Chair, Treasurer and Secretary. After discussion, a
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motion was made by Tom Pool that Director Bill Sloan be elected as Vice Chair of
the Board: that Tom Pool be elected as Treasurer, and Henry Stanaland be elected as
Secretary. The motion was seconded by Henry Stanaland and passed unanimously.
3. Ratification of Articles of Incorporation. Chair Reid presented the Articles of
Incorporation that were previously approved by the City of Pearland and filed with the Secretary
of State. Director Pool moved to ratify the Articles of Incorporation. The motion was seconded
by Director Stanaland and the motion passed unanimously.
4. Approval of ByLaws. Chair Reid offered the Bylaws for the Authority which
were previously approved by the City of Pearland in accordance with State law requirements.
Director Pool moved to approve the Bylaws. Discussion followed regarding clarification as to
whether the position of Treasurer can be held by a non-Board member. The motion was
seconded by Director Stanaland and passed unanimously.
5. Follow-up actions. There was discussion among the Directors and legal counsel
as to whether the Treasurer of the Authority has to be one of the Directors. Following the
discussion, a motion was made by Chair Reid to rescind his previous motion appointing Director
Pool as Treasurer. The motion was seconded by Director Stanaland and passed unanimously.
Motion was made by Director Pool to appoint the City of Pearland's Director of Finance.
Andrea Gardner. as Treasurer for the Board. The motion was seconded by Director Sloan and
passed unanimously.
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6. Administrative Matters
A. Administrative Office: Director Pool moved to adopt the offices of the
City Hall of the City of Pearland. 3519 Liberty Drive, Pearland, Texas
77581, as the administrative offices for the Authority for the purpose of
posting notices pursuant to the Open Meetings Act, and as the initial
location to hold Authority meetings. The motion was seconded by
Director Sloan and passed unanimously.
B. Fiscal Year: Director Pool made a motion to adopt October 1 through
September 30 as the Authority's fiscal year. The motion was seconded by
Director Stanaland and passed unanimously.
C. Notices: Director Stanaland moved to ratify the Authority's notice of
meeting that was posted by the City of Pearland 72 hours in advance of the
meeting, as required by State law. Director Pool seconded the motion and
the motion passed unanimously.
D. Bank Account: Director Pool moved that the Authority authorize the
opening of one or more bank accounts, as provided in the Bylaws, at the
City's depository bank and to authorize the Chair and Secretary of the
Board (or such other as the Board shall designate) to execute on behalf of
the Authority banking resolutions and signature cards. The motion was
seconded by Director Stanaland and passed unanimously.
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411. E. Insurance. Director Pool made a motion to authorize officers of the Authority to
investigate and select bids to obtain directors and officers liability insurance.
Discussion followed as to the possibility of the Directors being covered under the
City's Texas Municipal League policy. The City Attorney was asked to
investigate the City's TML policy coverage. The motion was seconded by
Director Stanaland and passed unanimously.
7. Shadow Creek Financing. Frank Ildebrando of RBC Dain Rauscher presented
overview materials related to the Shadow Creek financing. Mr. Ildebrando discussed the
financing of the bonds and the role of the TIRZ Board. Chair Reid also acknowledged the
presence of Allen Boone Humphries LLP and Andrews Kurth LLP attorneys who will assist in
the financings and noted their long standing work with the City and the TIRZ.
8. New Business.
A. Financial Advisor:
Chair Reid presented the proposed financial advisory services contract with RBC
Dain Rauscher, Inc. Director Pool made a motion to approve the contract. Director Stanaland
seconded the motion and the motion passed unanimously.
B. Disclosure Counsel:
Chair Reid presented the engagement letter of Andrews Kurth LLP to serve as
disclosure counsel to the Authority. Director Pool made a motion to approve the engagement
letter of Andrews Kurth LLP. Discussion followed whereby Mr. Rick Witte of Andrews Kurth
a..
confirmed that their fees are not charged by the hour, rather only paid a percentage of the
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AM. completed financing. Director Stanaland seconded the motion and the motion passed
unanimously.
C. Bond Counsel:
Chair Reid offered the engagement letter of Allen Boone Humphries LLP to serve
as bond counsel to the Authority. Director Sloan made a motion to approve the engagement
letter. The motion was seconded by Stanaland and passed unanimously.
D. Future Meetings:
Chair Reid led a discussion regarding tentative meeting dates. A consensus was
reached that meetings should be set on an as-needed basis. Frank Ildebrando of RBC Dain
Rauscher noted that a meeting of the Authority would have to convene at least a month before
any sale of bonds, however there would be a 60-90 day prior timeframe for Directors to review a
proposed financing and related documentation.
It was also suggested that it would be advisable for the Directors to attend a
meeting of the TIRZ Board to gain knowledge of their proceedings.
9. Directors Comments and Public Comments. The City Attorney, Darrin Coker,
reiterated the fact that the Authority should comply with the rules of the Texas Open Meetings
Act and the Public Information Act. Counsel from Allen Boone Humphries, Trey Lary, also
noted that the Directors not gather in numbers more than a quorum and if gathered, to refrain
from discussions of Authority business.
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,M. There being no further business to come before the Authority, upon unanimous consent
by the Directors the meeting was adjourned at 5:55 p.m.
ADOPTED and APPROVED this day of , 2004.
Tom Reid, Chair
Henry Stanaland, Secretary
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