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R95-36 05-22-95 PEDC Corp 411 411 RESOLUTION NO. R95 -36 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE CREATION OF THE PEARLAND ECONOMIC DEVELOPMENT CORPORATION AS AN INSTRUMENTALITY OF THE CITY OF PEARLAND, TEXAS, FOR THE PURPOSE OF PROMOTING AND DEVELOPING NEW AND EXPANDED BUSINESS ENTERPRISES UTILIZING A ONE -HALF CENT (1/2) LOCAL SALES AND USE TAX; APPOINTING THE INITIAL BOARD OF DIRECTORS OF SAID CORPORATION; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT. WHEREAS, the Development Corporation Act of 1979, Article 5190.6, Section 4B, Texas Revised Civil Statutes, as amended (the "Act authorizes the City of Pearland, Texas (the "City to create and administer an economic development corpora- tion to act on behalf of the City in the promotion and development of new and expanded business enterprises, including certain projects, as defined in the Act; WHEREAS, the Act authorizes the City to adopt a sales and use tax throughout the City to finance projects of the economic development corporation; WHEREAS, the electorate of the City authorized a one -half cent (1/2) local sales and use tax on January 21, 1995 for the benefit of the Corporation to promote and develop new and expanded business enterprises; WHEREAS, seven (7) natural persons, each of whom is at least eighteen (18) years of age and a qualified elector of the City (Connie Beaumont, Dennis Frauenberger, Tricia Holland, Susan Lenamon, Bob Lewis, Stella Roberts, Charles Sones), have filed with the City Council of the City a written application (the "Petition requesting that the City authorize and approve the creation of the Pearland Economic Development Corporation (the "Corporation to act on behalf of the City and approve the Articles of Incorporation and Bylaws to be used in creating the Corporation in the form attached to this Ordinance as Exhibit A; WHEREAS, the Corporation has been or will be created and organized as a Texas non profit corporation pursuant to the provi- sions of Section 4B of the Act for such limited purposes; -1- RESOLUTION NO. R95 3b WHEREAS, the City is eligible to create a Corporation governed by Section 4B of the Act because it is a city to which Section 4A of the Act applies as a City located in a county with a population of 500,000 or fewer according to the most recent federal decennial census; WHEREAS, the City has not created another corporation to be governed by Section 4B of the Act; and WHEREAS, the City Council has reviewed and approved the Petition and Articles of Incorporation and Bylaws and has deter- mined to authorize and approve the creation of the Corporation, a not for profit entity, as its constituted authority and instrumentality to accomplish the specific public purposes as authorized by Section 4B of the Act. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. Findings and Determinations. It is hereby offi- cially found and determined that: (a) All of the facts recited in the preamble hereto are found and declared to be true and correct and the preamble is incorporated into and made a part of this Resolution. (b) The City is a lawfully incorporated city of the State of Texas, authorized to create the Corporation under the provisions of Section 4B of the Act. Section 2. Creation of the Corporation. (a) The Corporation is hereby authorized and approved for creation as an economic development corporation to act on behalf of the City to accomplish the specific public purposes authorized by Section 4B of the Act. (b) The Corporation is hereby designated as a duly con- stituted authority and instrumentality of the City (within the meaning of those terms and the regulations of the United States Department of Treasury and rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of -2- RESOLUTION NO. R95 36 1954, as amended (the "Code and shall be authorized to act on behalf of the City for the specific public pur- poses specified in Section 4B of the Act; the Corporation is not intended to be and shall not be a political sub- division or a political corporation within the meaning of the Constitution and laws of the State of Texas, includ- ing, without limitation, Article III, Section 52 of the Texas Constitution, and the City does not delegate to the Corporation any of its attributes of sovereignty, includ- ing the power to tax, the power of eminent domain and the police power. (c) The Corporation may, under the conditions set forth in this Ordinance, issue obligations on behalf of the City, acquire, lease, sell or convey certain properties and make loans for the promotion and development of commer- cial, industrial and manufacturing enterprises and to contract with entities, public and private, to accomplish the projects authorized by Section 4B of the Act. The City shall not lend its credit or grant any public money or thing of value in aid of the Corporation. Further- more, obligations issued by the Corporation with the approval of the City shall be deemed not to constitute a debt of the State of Texas, the City or of any other political corporation, subdivision or agency of the State of Texas or a pledge of the faith and credit of any of them, but such obligations shall be payable solely from the funds herein provided. The Corporation shall not be authorized to incur financial obligations which cannot be paid from proceeds of the obligations or from revenues realized from the lease or sale of a project or realized from a loan made by the Corporation to finance or refinance in whole or in part a project, or from the sales tax revenues approved by the voters of the City -3- a RESOLUTION NO. R95 -36 pursuant to the Act. "Project" shall have the meaning set forth in Section 4B of the Act. Section 3. Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation and Bylaws of the Corporation, in the forms attached to this Resolution as Exhibits B and C, are hereby approved for use and adoption by the Corporation; provided, however, that any amendments to the Articles of Incorporation or Bylaws shall be subject to further approval by the City Council of the City. Section 4. Issuance of Bonds. The City Council of the City shall approve, by written ordinance or resolution, any agreement to issue, or resolution agreeing to issue, bonds, including refunding bonds, adopted by the Corporation, which agreement or resolution shall set out the amount and purposes of the bonds. Furthermore, no issue of bonds, including refunding bonds shall be sold and delivered by the Corporation without a written ordinance of the City Council of the City adopted not more than sixty (60) days prior to the date of the sale of the bonds specifically approving the resolution of the Corporation providing for the issuance of the bonds. Section 5. Initial Directors. The initial directors of the Corporation are the following: NAME TERM a. Connie Beaumont 2 Years b. Dennis Frauenberger 2 Years c. Tricia Holland 2 Years d. Susan Lenamon 2 Years e. Bob Lewis 2 Years f. Stella Roberts 2 Years g Charles Sones 2 Years Section 6. Initial Officers. Until designated otherwise by the Corporation's directors, the initial officers of the Corporation are the following: President fPnnis FranPnhPrgPr Vice- President Tricia Holland Secretary Susan r,Prlamnf -4- RESOLUTION NO. R95 -36 Section 7. Open Meetings. It is hereby officially found and determined that the meeting at which this Resolution was adopted was open to the public, and public notice of the time, place and purpose of the meeting was given, all as required by Texas Government Code, Chapter 551, as amended. Section 8. Dissolution. Upon dissolution of the Corporation, the City shall accept title to, or other interests in, any real or personal property owned by the Corporation at such time. Section 9. Effective Date. This Resolution shall be in full force and effect from and upon its adoption. This Resolution is adopted for the purpose of satisfying the conditions and requirements of the Act and of Section 103 of the Code and the regulations prescribed thereunder from time to time and for the benefit of the Corporation, the City, the owners or holders from time to time of the obligations of the Corporation and all other interested persons. Section 10. Severability Clause. If any word, phrase, clause, sentence, paragraph, section or other part of this Resolution, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Resolution and the application of such word, phrase, clause, sentence, paragraph, section or other part of this Resolution to any other persons or circumstances shall not be affected thereby. Section 11. Repealer. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. PASSED, APPROVED and ADOPTED this the day of A. D., 1995. 1?) c RICHARD TETENS MAYOR PRO TEM -5- RESOLUTION NO. R95 -36 ATTEST: U TOMMIE JEAN VIAL INTERIM CITY SECRETARY -6- RESOLUTION NO. R95 -36 EXHIBIT A PETITION FOR CREATION OF AN INDUSTRIAL DEVELOPMENT CORPORATION OF THE CITY OF PEARLAND, TEXAS We, the undersigned qualified electors of the City of Pearland, Texas (the "City each of whom is at least eighteen (18) years of age, hereby request the City Council of the City to authorize and approve by Resolution, pursuant to Texas Revised Civil Statutes, Article 5190.6, Section 4B (the "Act the creation of the Pearland Economic Development Corporation (the "Corporation to act on behalf of the City to promote, assist and enhance economic development activities, as authorized by the Act. We request that the governing body approve the attached Articles of Incorporation to be used in organizing the Corporation and the attached Bylaws to be used in governing the internal affairs of the Corporation. r unto set our hands this ,:-q NE WHEREOF, e IN WITNESS we have he G day of JAM 1995. Name I Address t, �m101 (4......1 A ■1.41111k 3210 Westminister Conn Illk Pearland, TX 77581 m ��k �►�I �Al■ 2602 Taylor Lane De nis Fr_uenberger Pearland, TX 77581 iii 2319 Frances Tr Holla d Pearland, TX 77581 _e_ 1. mss 2909 Saxton Court Susa Lena on Pearland, TX 77581 P--y 2404 Country Club Drive Bob Lewis Pearland, TX 77581 2918 Green Tee Drive Stella Roberts Pearland, TX 77581 16,111/ 3013 Country Club Drive Charles Sones Pearland, TX 77581 RESOLUTION NO. R95 -36 THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF BRAZORIA I, the undersigned, a notary public, do hereby certify that on the sue- day of 1114Th 1995, personally appeared before me, Connie Beaumont, Dennis Frauenberger, Tricia Holland, Susan Lenamon, Bob Lewis, Stella Roberts, and Charles Sones, who h they r each being by me first duly sworn, severally declared that t ey a e the persons who signed the foregoing Petition, and that the statements therein contained are true. ��ii IN WITNESS WHEREOF, we have hereunto set our hands this Ac)-1 day of V 1995. Le S NOTARY PUBLIC in and for the kt`•'•"� USA D. JONES State of Texas N�. W CaAWSS EX PIRE S ''"►n�,..� September 21, 1995 My Commission Expires: 1 COPY EXHIBIT B ARTICLES OF INCORPORATION OF THE PEARLAND ECONOMIC DEVELOPMENT CORPORATION A NON PROFIT CORPORATION WE, THE UNDERSIGNED natural persons, being at least 18 years of age and qualified electors of the City of Pearland, Texas, a home rule municipal corporation, acting as incorporators of a public instrumentality and non profit economic development corporation (the Corporation) under the Development Corporation Act of 1979 (Tex. Rev. Civ. Stat. Ann. art. 5190.6)(the Act), with the approval of the governing body of the City of Pearland, Texas, as evidenced by the attached Resolution, adopt the following Articles of Incorporation for the Corporation: ARTICLE I NAME The name of the Corporation is the PEARLAND ECONOMIC DEVELOPMENT CORPORATION. ARTICLE II NON PROFIT CORPORATION The Corporation is a non profit corporation governed by Section 4B of the Development Corporation Act of 1979, as amended. Revised May 15, 1995 Page 1 of 8 ARTICLE III DURATION The period of duration of the Corporation is perpetual. ARTICLE IV PURPOSE The Corporation is organized exclusively for the purposes of benefitting and accomplishing public purposes on behalf of the City of Pearland, Texas, by promoting, assisting, and enhancing economic development activities, as provided by the Act. The Corporation shall have and exercise all of the rights, powers, privileges, authority, and functions provided for in the Act, including the issuance of bonds on behalf of the City of Pearland. The Corporation 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 -1.01, et seq., Tex. Rev. Civ. Stat. Ann., as amended. The Corporation 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 corporations created under the Act and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, Revised May 15, 1995 Page 2 of 8 T including, but not limited to, the power to issue bonds, notes, or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created. The Corporation 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, as amended. The operations of the Corporation are governmental and not proprietary functions for the purposes of the Texas Tort Claims Act, Section 101.001 et seq., Civil Practices and Remedies Code, as amended. ARTICLE V INITIAL REGISTERED OFFICE AND AGENT The initial registered office of the corporation is located at 3519 Liberty Drive, Pearland, Texas, 77581, and the name of the initial registered agent at that address is Paul Grohman, City Manager. ARTICLE VI DIRECTORS The affairs of the Corporation shall be managed by a Board of Directors of seven persons appointed by the City Council of the City of Pearland. The names of the seven initial Directors, their addresses and the expiration dates Revised May 15, 1995 Page 3 of 8 of their initial terms are as follows: DIRECTOR ADDRESS TERM EXPIRES Connie Beaumont 3210 Westminister April 1997 Pearland, Tx 77581 Dennis Frauenberger 2602 Taylor Lane Aril 1997 9 Y p Pearland, Tx 77581 Tricia Holland 2319 Frances April 1997 Pearland, Tx 77581 Susan Lenamon 2909 Saxton Court April 1997 Pearland, Tx 77581 Bob Lewis 2404 Country Club Drive April 1997 Pearland, Tx 77581 Stella Roberts 2918 Green Tee Drive April 1997 Pearland, Tx 77581 Charles Sones 3013 Country Club Drive April 1997 Pearland, Tx 77581 Directors shall serve for two (2) year terms of office. Directors shall be eligible for re- appointment without limit to the number of terms served. Directors serve at the pleasure of the City Council and are removable by majority vote of the City Council at any time, with or without cause. The Directors shall serve without compensation, but shall be reimbursed for actual and reasonable expenses incurred in the performance of their duties as Directors. Revised May 15, 1995 Page 4 of 8 ARTICLE VII MEMBERSHIP AND STOCK The Corporation has no members and is a non -stock corporation. ARTICLE VIII AMENDMENTS These Articles of Incorporation may be amended as provided for in the Act. Amendments may be made by the Board of Directors if first approved by the City Council of the City of Pearland. The City Council of the City of Pearland may, at its sole discretion, amend these Articles of Incorporation and change the structure, organization, programs, or activities of the Corporation, or dissolve the Corporation. ARTICLE IX INCORPORATORS The name and address of each Incorporator is: INCORPORATOR ADDRESS Richard Tetens 2105 W. Mary's Creek Pearland, Tx 77581 Randy K. Weber 2810 Westminister Pearland, Tx 77581 Jerry Richardson 5309 Groveton Pearland, Tx 77581 Revised May 15, 1995 Page 5 of 8 Helen Beckman 2705 Churchill Pearland, Tx 77581 Kevin Cole 2017 Isla Pearland, Tx 77581 ARTICLE X AUTHORIZATION The City Council of the City of Pearland has specifically authorized the Corporation by Resolution to act on its behalf to further the public purposes stated in the Resolution and these Articles of Incorporation and has approved these Articles of Incorporation. A copy of the Resolution is attached. ARTICLE XI NET EARNINGS The City of Pearland shall, at all times, have an unrestricted right to receive any income earned by the Corporation, exclusive of amounts needed to cover reasonable expenditures and reasonable reserves for future activities. Unless otherwise directed by the City of Pearland, any income of the Corporation received by the City of Pearland shall be deposited into the Economic Development Fund, its successor, or other such funds as shall be designated by the City Council from time to time. No part of the Corporation's income shall inure to the benefit of any private interests. Revised May 15, 1995 Page 6 of 8 ARTICLE XII DISSOLUTION If the Corporation ever should be dissolved when it has any interest in any funds or property, the funds or property shall be transferred and delivered to the City of Pearland after satisfaction of debts and claims. ARTICLE XIII DIRECTOR LIABILITY No director shall be liable to the Corporation for monetary damages for an act or omission in the Director's capacity as a Director, except that the provisions of Article XIII shall not eliminate or limit the liability of a director for: (i) a breach of the Director's duty of loyalty to the Corporation; (ii) an act or omission not in good faith that constitutes a breach of a duty of the director to the Corporation or that involves intentional misconduct or a knowing violation of the law; (iii) a 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; (iv) an act or omission for which the liability of a Director is expressly provided by applicable statute; or Revised May 15, 1995 Page 7 of 8 (v) an act related to an unlawful distribution of the assets of the Corporation. If the Act or the Texas Miscellaneous Corporation Laws Act (collectively, the "Acts are hereafter amended to authorize the further limitation of the liability of directors or trustees, then the limitation on personal liability provided in this Article shall, without the necessity of further action by the Corporation or the Board of Directors, be modified to provide such limitation to the fullest extent permitted by the amended Acts. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IN WITNESS WHEREOF, we have signed these Articles of Incorporation as incorporators of the Pearland Economic Development Corporation. Mayor Council Member Mayor Pro Tent Council Member C uncil Member Council Member Revised May 15, 1995 Page 8 of 8 x EXHIBIT C CORPORATE BYLAWS OF THE PEARLAND ECONOMIC DEVELOPMENT CORPORATION These Bylaws govern the affairs of the Pearland Economic Development Corporation (the Corporation), a public instrumentality and a non profit corporation created under Section 4B of the Development Corporation Act of 1979 (Tex. Rev. Civ. Stat. Ann. art. 5190.6), as amended (the Act), by the City Council of the City of Pearland (the City Council) to act on behalf of the City of Pearland (City). ARTICLE I. PURPOSE 1.01. The Purpose of the Corporation is to promote, assist, and enhance economic development activities and quality of life opportunities within the City and its extraterritorial jurisdiction that promote economic development as authorized by the Act. The Corporation has no members and is a non -stock corporation. 1.02. The Corporation 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 -1.01, et seq., Tex. Rev. Civ. Stat. Ann., as amended. 1.03. The Corporation 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 corporations created under the Act and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, including, but not limited to, the power to issue bonds, notes, or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created. 1.04. The Corporation 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, as amended. The Revised May 15, 1995 operations of the Corporation are governmental and not proprietary functions for the purposes of the Texas Tort Claims Act, Section 101.001 et seq., Civil Practices and Remedies Code, as amended. ARTICLE II. REGISTERED OFFICE AND AGENT 2.01. The registered agent for the Corporation shall be an individual resident of the state. The registered office for the Corporation shall be within the boundaries of the City of Pearland. The Board of Directors (the Board) shall initially maintain and use the Pearland City Hall as its administrative office, but may move its administrative office or establish additional offices with the prior approval of the City Council. ARTICLE III. BOARD OF DIRECTORS Powers 3.01. The Corporation shall be managed by a Board of Directors which is authorized to exercise the powers authorized by the Act, subject to any limitations of these bylaws, including the following: a. To purchase or acquire for the Corporation any property, rights, or privileges and to pay therefore either wholly or partly in money, bonds, debentures, or other securities of the Corporation as may be lawful. b. To create, make and issue notes, mortgages, bonds, deeds of trust, trust agreements and negotiable or transferrable instruments and securities, secured by a mortgage or deed of trust on any real property of the Corporation or otherwise, and to do every other act or thing necessary to effect the same. c. To sell or lease the real or personal property of the Corporation on the terms the Board sees fit and to execute deeds, leases, and other conveyances or contracts as necessary for carrying out the purpose of this Corporation. Revised May 15, 1995 Page 2 of 15 Duties 3.02. Directors shall exercise ordinary business judgment in managing the affairs of the Corporation. In acting in their official capacity, directors shall act in good faith and take actions they reasonably believe to be in the best interests of the Corporation and which are lawful. The Board is further required to perform the following duties: a. Program. The Board shall cause to be prepared an Economic Development Plan (the Plan) in accordance with policies and directives established by the City Council. The Board shall review the Plan at least once a year and submit it to the City Council for its approval. The Plan shall include: 1. The short and long -term objectives of the Corporation and how they might be achieved, including specific details of proposed efforts or programs to achieve those objectives; 2. Guidelines for how the Corporation proposes to use the sales and use tax funds received by the Corporation to achieve its objectives, including any limitations on the use of funds; and, 3. Any other information the City Council requests in writing be included in the Plan. b. Capital Improvements Program (CIP). The Board shall be allowed to work in conjunction with the Planning and Zoning Commission to develop a five (5) year CIP in accordance with City Charter, as amended. c. Reports to City Council. With each annual submission of the Plan to the City Council, and at any other times requested by the City Council, the Corporation shall submit a written Performance Report, detailing the activities and accomplishments of the Corporation since the prior Report. d. Briefings. The president or executive director shall appear Revised May 15, 1995 Page 3 of 15 before the City Council to brief the City Council on activities of the Corporation at least quarterly and at such other times as requested by the mayor or two or more members of the City Council. e. Budget. At least one hundred and twenty (120) days prior to commencement of the 1996 -97 fiscal year and each fiscal year thereafter, the Board shall adopt a proposed budget of expected revenues and proposed expenditures of 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 Finance Department of the City of Pearland. The Corporation budget shall not be effective until the same has been approved by the City Council. Number and Qualifications 3.03. The Board shall consist of seven (7) persons, who shall be appointed by the City Council. Three (3) directors shall be persons who are not employees, officers or members of the governing body of the City. A director may be removed by the City Council at any time without cause. 3.04. Each director shall be a resident of the City of Pearland. Term 3.05. Directors shall be appointed to serve two (2) year terms of office. Directors shall be eligible for re- appointment without limit to the number of terms served. Attendance 3.06. Directorship in the Corporation shall be accompanied by active participation in the activities of the Board, and any director who is absent from three (3) consecutive meetings of the Board without valid excuse as determined by the Board, shall automatically be dismissed from directorship. The Board shall at once notify the City Council that a vacancy on the Board exists. Revised May 15, 1995 Page 4 of 15 Vacancies 3.07. Vacancies on the Board shall be filled by appointment by the City Council. Ex- Officio Directors 3.08. The mayor, city manager, executive director of the Corporation, the chairman of the board and the president of the Pearland /Hobby Area Chamber of Commerce and executive director of the Tri -Tech Regional Council, or their designees, shall serve as ex- officio directors of the Board. The Board may appoint additional ex- officio directors subject to approval of the City Council. Such additional ex- officio directors shall serve a term of one year or until their successors are appointed. Ex- officio directors shall be given notice of all meetings of the Board and may participate in discussions at Board meetings, but shall not be entitled to vote. Ex- officio directors may participate in executive sessions at the request of the Board. Ex- officio directors need not reside in the City. Compensation 3.09 The directors shall not receive any salary or compensation for their services. However, directors may be reimbursed for their actual and reasonable expenses incurred in the performance of their duties, including but not limited to the cost of travel, lodging and incidental expenses reasonably related to the corporate duties of the Board. Travel expenses incurred by directors to attend regular and special meetings are not eligible for reimbursement. ARTICLE IV. OFFICERS Officer Positions 4.01. The officers of the Corporation shall be a president, a vice president and a secretary, whom shall be members of the Board. The Board may elect other officers as the City Council deems necessary. Any two or more offices may be held by the same person except the offices of the president and secretary. Revised May 15, 1995 Page 5 of 15 i Election and Terms of Office 4.02. The president, vice president, secretary and any other officers the City Council deems necessary shall be elected annually by the Board and vacancies in these officer positions may be filled by the Board for the unexpired terms. Each officer shall hold office until a successor is duly elected and qualified. All officers shall be subject to removal, with or without cause, at any time by a vote of a majority of the whole Board. President 4.03. The president shall be the chief executive officer of the Corporation. He or she shall preside at all Board meetings and generally supervise and control the business and affairs of the Corporation and perform any other duties prescribed from time to time by the Board. The president shall have the right to vote on all matters coming before the Board. He may execute deeds, mortgages, bonds, contracts or other instruments, as authorized by the Board. The president shall appoint the members of all committees and all committee chairs. Vice President 4.04. The vice president shall perform the duties assigned to him by the Board. In the absence of the president, or if the president is unable or refuses to act, the vice president shall perform the duties of president. Secretary 4.05. The secretary shall be the custodian of the Corporate records. The secretary shall record and keep all votes and minutes of the meetings of the Board. The secretary shall give notice of all meetings of the Board and its committees, and shall perform such other duties as may be prescribed by the president or the Board. An assistant secretary shall assist the secretary in performance of her duties. Executive Director 4.06. The city manager, in consultation with the Board, may employ an Revised May 15, 1995 Page 6 of 15 executive director to serve as the general manager and chief administrative officer of the Corporation. The executive director shall be subject to the supervision of the city manager and shall perform the duties specifically delegated to him or her by the Board, and such other economic development duties as assigned by the city manager. The executive director shall serve at the pleasure of the city manager and receive compensation from the funds of the Corporation approved by him or her in consultation with the Board. All incentive or merit provisions must be approved by the city manager and a majority of the Board. The executive director shall be responsible for policy and program implementation and the day to day operations of the Corporation, including the hiring of employees, and the supervision and dismissal of those employees. The executive director shall compile and submit to the Board regular reports and recommendations regarding the programs, policies, and business affairs of the Corporation. The executive director shall be a non voting, ex- officio member of the Board and of any committees created by the Board. The executive director shall be an employee of the City of Pearland. Assistant Secretary and Legal Counsel 4.07. An assistant secretary position is created to assist the secretary and the Board in the conduct of the affairs of the Corporation. The city attorney, or such other attorneys selected by the city attorney with the approval of the City Council, shall represent the Corporation in all litigation. The city attorney shall be the legal advisor of, attorney and counsel for, the Corporation and all officers thereof, in conformance with the City Charter, as amended. The assistant secretary and city attorney shall be employees of the City. ARTICLE V. BOARD COMMITTEES 5.01. The president may appoint persons to serve on standing or ad hoc committees. A committee may include persons who are not directors of the Corporation and who may not reside in the City. Committees will operate under general rules adopted by the Board. Committees may be charged with specific duties or authority, but shall not have the authority to: a. Amend the articles of incorporation, amend, alter, or repeal the bylaws, or adopt a plan of merger or consolidation with another Revised May 15, 1995 Page 7 of 15 S corporation. b. Authorize the sale, lease, exchange or mortgage of any of the property or assets of the Corporation or commit Corporation funds without the prior approval of the Board. c. Authorize or revoke proceedings for the voluntary dissolution of the Corporation or adopt a plan for the distribution of the assets of the Corporation. d. Approve any transaction to which the Corporation is a party, take any action outside the scope of authority delegated to it by the Board, take final action on a matter that requires the approval of the Board, or take any action that involves a potential conflict of interest as defined in these bylaws. Committee Terms 5.02. The members of each standing or ad hoc committee shall serve until successors are appointed unless the Committee is terminated or a member is removed, resigns, or ceases to qualify as a member. Vacancies on committees may be filled in the same manner as the original appointment. ARTICLE VI. MEETINGS Regular Meetings 6.01. The Board shall hold at least four (4) regular meetings each year. Special Meetings 6.02. Special meetings of the Board may be called at the written request of the mayor, the president or at least two (2) directors. Notice 6.03. Written or printed notice of each regular meeting of the Board shall be delivered to each director not less than seventy two (72) hours before the time Revised May 15, 1995 Page 8 of 15 of the meeting. The notice shall state the place, date, and time of the meeting. In the case of special meetings, notice may be issued to directors by mail, telephone, fax, or in person at least seventy two (72) hours before the time of the meeting and shall include who called the meeting and the purpose of the meeting. Quorum 6.04. Four (4) directors shall constitute a quorum for the transaction of business at any meeting of the Board. Action of Board 6.05. The vote of a majority of the directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board. Proxies 6.06. A director may not vote by proxy. Open Meetings 6.07. All meetings and deliberations of the Board shall be called, posted, convened and conducted in accordance with the Texas Open Meetings Act, as amended. ARTICLE VII. FINANCIAL ADMINISTRATION Fiscal Year 7.01. The fiscal year of the Corporation shall run concurrently with the fiscal year of the City. Accounts to be Kept with City 7.02. The Corporation shall contract with the City for the administration of its accounts, expenditures, deposits, investment of funds and accounts, and Revised May 15, 1995 Page 9 of 15 other financial services for the Corporation. The City finance director shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its president and secretary or other director as the Board shall designate. Audits 7.03. The City shall cause the Corporation's books, records, accounts, and financial statements, and all other financial activities for the previous fiscal year to be audited at least once each fiscal year by an outside, independent, certified public accounting firm selected by the City Council. Any such audit shall include a written management letter which details suggested management controls and operating efficiencies. The management letter shall include recommendations for improving cost reductions and safeguarding assets. Each audit shall be prepared and submitted annually to the City Council for approval. Such audit shall be at the expense of the Corporation. Limitations on Expenditures 7.04. Before expending funds to undertake a project, the Corporation shall hold at least one public hearing on the proposed project, in accordance with the Act. Checks and Drafts 7.05. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed or bear the facsimile of the signature of its president and secretary, or other director as the Board shall designate. Contracts General 7.06. The Corporation shall follow and be bound by the same purchasing and contracting provisions of State law, including the provisions on competitive bidding, that are applicable to the City. The Board may by official action authorize any officer or agent of the Corporation to enter into a contract or Revised May 15, 1995 Page 10 of 15 i execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments. Any contract of the Corporation which will require an expenditure of funds in excess of $100,000 that the City Council has not previously approved as part of the Corporation's annual budget or in a city tax abatement agreement, must be approved by the City Council before any payment on the contract is made. Contracts Administrative Services 7.07. Subject to the paramount authority of the city manager under the City Charter, the Corporation shall have the right to utilize the services and the staff and employees of the City, provided (i) that the Corporation shall pay reasonable compensation to the City for such services, and (ii) the performance of such services does not materially interfere with the other duties of such personnel of the City. An administrative services contract shall be executed between the Board and the City Council for the services provided by the executive director, city attorney, assistant secretary, finance department and other City departments, staff and employees. Gifts 7.08. The Board may accept on behalf of the Corporation any gift or bequest. Special funds shall include all funds from government contracts, grants, and gifts designated by a donor for special purposes. All other funds shall be general funds. Potential Conflicts of Interest 7.09. The members of the Board are local public officials within the meaning of Chapter 171 of the Local Government Code, as amended, and shall adhere to the City Council code of ethics. If a director has a substantial interest in a business entity or real property which is the subject of deliberation by the Board, the director shall file an affidavit with the secretary of the corporation stating the nature and extent of the interest. Such affidavit shall be filed prior to any deliberation, vote or decision upon the matter by the Board, and the interested director shall abstain from any deliberation, vote or decision upon Revised May 15, 1995 Page 11 of 15 i the matter. Bonds 7.10. Any bonds issued by the Corporation shall be in accordance with the Act and shall not be issued until approved by the City Council and by the bond counsel and financial advisers of the City. ARTICLE VIII. BOOKS, RECORDS, AUDITS Maintenance of Records 8.01. The Corporation shall keep and properly maintain, in accordance with GAAP, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. In addition to proper financial records, the Corporation shall keep correct and complete minutes of all board and committee meetings and all records required by the City of Pearland, by contracting agents, or by funding sources. Compliance with State Law 8.02. All records shall be kept and administered in accordance with the Texas Open Records Act, as amended. Inspection 8.03. Any member of the City Council or director or officer of the Corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the Bylaws. ARTICLE IX. INDEMNIFICATION AND INSURANCE Corporation to Indemnify 9.01. The Corporation shall indemnify any director or officer or former director or officer of the Corporation for expenses and costs, including attorney's fees, actually and necessarily incurred by the officer or director in connection with any claim asserted against the officer or director by action in court or Revised May 15, 1995 Page 12 of 15 S S otherwise by reason of the person being or having been a director or officer and acting in his or her official capacity, except in relation to matters as to which the person shall have been guilty of gross negligence or misconduct in respect of the matter in which indemnity is sought. Corporation May Provide Insurance 9.02. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation to insure such person against any liability asserted against the person by reason of the person being or having been a director, officer, employee, or agent of the Corporation. The premiums for the insurance shall be paid by the Corporation. ARTICLE X. AMENDMENTS TO BYLAWS 10.01. The Board may alter, amend, or repeal the bylaws or adopt new bylaws, but the change shall be effective only upon approval by the City Council. ARTICLE XI. PARLIAMENTARY AUTHORITY 11.01. Robert's Rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by the bylaws or any specific rules of procedure adopted by the Board. ARTICLE XII. DISSOLUTION OF THE CORPORATION 12.01. The Corporation is a non profit corporation. Upon dissolution, all of the Corporation's assets shall be conveyed to the City of Pearland. ARTICLE XIII. MISCELLANEOUS PROVISIONS Legal Authorities Governing Construction of Bylaws 13.01. 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 Revised May 15, 1995 Page 13 of 15 w S successors, as they may be amended from time to time. It is expressly provided that the provisions of the Development Corporation Act of 1979 applicable to corporations governed under Section 4B of that Act are incorporated within these bylaws by reference. In the event of any conflict between the applicable provisions of such Act and these bylaws, then the applicable provisions of such Act shall control. Legal Construction 13.02. If any Bylaw provision is held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal or unenforceable provision had not been included in the bylaws. Seal 13.03. The board of directors may provide for a corporate seal. Such seal would consist of concentric circles containing the words, "Pearland Economic Development Corporation and, "Texas in one circle and the word, "Incorporated" together with the date of incorporation of the Corporation in the other circle. Headings 13.04. The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws. Parties Bound 13.05. The bylaws shall be binding upon and inure to the benefit of the directors, officers and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the bylaws. Effective Date 13.06. These bylaws, and any subsequent amendments thereto, shall be effective of and from the date upon which approval has been given both by the Revised May 15, 1995 Page 14 of 15 N board of directors and the City Council. CERTIFICATE OF SECRETARY I certify that I am the duly elected and acting secretary of the PEARLAND ECONOMIC DEVELOPMENT CORPORATION, and the foregoing bylaws constitute the bylaws of the Corporation. These bylaws were approved by the City Council of the City of Pearland, Texas, at a meeting held on the day of od6t- 1995, and adopted at a meeting of the Board of Directors held on the day of 1995. Signed this l_ day of 9/./zie 1995. SECRETARY OF THE CORPORATION Revised May 15, 1995 Page 15 of 15