Bylaws of the EDC
The bylaws of the Economic Development Corporation are determined by city ordinance and confirmed by a vote of the City Council.
BYLAWS OF THE HALTOM CITY ECONOMIC DEVELOPMENT CORPORATION
ARTICLE I. PURPOSE AND OPERATIONS
1.01 Purpose. The Haltom City Economic Development Corporation (“Corporation”) is established for the purposes set forth in its Articles of Incorporation, as a duly constituted authority and instrumentality of the City of Haltom City (“City”), in accordance with the Development Corporation Act, as amended, Title 12, Subtitle C1 of the Texas Local Government Code, and other applicable laws. The Corporation shall function as a Type B corporation as prescribed by Chapter 505, Texas Local Government Code.
1.02 Powers. In the fulfillment of its corporate purpose, the Corporation have all of the powers of a nonprofit corporation in the State of Texas and such other powers set forth and conferred in its Articles of Incorporation, in the Development Corporation Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. Notwithstanding the above, all programs and expenditures of the Corporation shall be subject to the approval of the City Council.
1.03 Location. The principal office of the Corporation is located at 5024 Broadway Avenue, Haltom City, Texas 76117.
ARTICLE II. BOARD OF DIRECTORS
2.01 Number, Appointment, and Term of Office. The business and affairs of the Corporation shall be managed by a Board of Directors (the "Board") composed of seven directors ("Directors"). The Directors shall be appointed by the City Council, and at least three Directors must not be employees or officers of the City or members of the City Council. Each member of the Board shall serve at the pleasure of the City Council for a term of two years, after which they shall be eligible for reappointment. Any Director may be removed from office by the City Council at will. In case of a vacancy on the Board for any reason, the City Council shall appoint a successor to serve the remainder of the unexpired term. Each Director shall be a resident of the City.
2.02 Vacancies. In case of a vacancy on the Board, the City Council shall appoint a successor to serve the remainder of the unexpired term.
2.03 Regular Meeting; Place of Meetings. Regular meetings shall be held from time to time as determined by action of the Board and shall be held at City Hall, 5024 Broadway Haltom City, Texas, 76117 or such other location within the City as determined by the Board.
2.04Special Meetings. Special meetings of the Board shall be held whenever called by the president, or upon written request by two Directors.
2.05 Notice of Meetings. The secretary shall cause notice of the time and place of holding each meeting of the Board to be given to each Director. The notice may be in writing, in person, by telephone, or by email. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the notice to Directors. Notice of each meeting shall also be given to the public in accordance with the Texas Open Meetings Act.
2.06 Quorum. A majority of the membership of the Board, including vacancies, shall constitute a quorum for the transaction of business.
2.07 Conduct of Business. The property and business of the Corporation shall be managed by the Board which may exercise all powers of the Corporation. The Board may exercise such authority by resolution, minute order or other formal action taken by a vote of the Board at a called meeting. All meetings shall be called and conducted in accordance with the Texas Open Meetings Act, Chapter 551, Texas Government Code, as amended. At all meetings of the Board, the president, or in the president's absence, the vice-president, or in the absence of both of these officers, a member of the Board selected by the Directors present, shall preside. The presiding officer shall be a voting member of the Board. The secretary of the Corporation shall sit as secretary at all meetings of the Board, and in case of the secretary's absence, the presiding officer shall designate any person to act as secretary. At the meetings, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as may be from time to time prescribed by the Board. The order of business posted on the agenda shall be determined by the presiding officer.
2.08 Committees of the Board. The Board may designate two (2) or more Directors to constitute an official committee of the Board to exercise such authority as approved by the Board. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Official committees shall not be subject to the Texas Open Meetings Act; however, each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in the records kept in the principal office of the Corporation.
2.09 mCompensation of Directors and Officers. Directors and officers, shall not receive any salary for their services. However, they shall be reimbursed for their actual 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 for both regular and special meetings are not eligible for reimbursement.
2.10 Additional Powers. In addition to the powers conferred by these Bylaws, the Board may exercise all powers of the Corporation and do all lawful acts and things that are not prohibited by statute or these Bylaws including, but not limited to, the following powers:
(1) To purchase, or otherwise acquire for the Corporation, any property, rights, or privileges which the Corporation is authorized to acquire, at such price or consideration and generally on such terms and conditions as it determines to be appropriate, and at its discretion to pay therefor either wholly or partly in money, notes, bonds, debentures, or other securities or contracts of the Corporation as may be lawful.
(2) To create, make and issue notes, mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secured by mortgage or deed of trust on any real property of the Corporation or otherwise, and to do every other act or thing necessary to effectuate the same.
(3) To sell or lease the real or personal property of the Corporation on such terms as the Board may see fit and to execute all deeds, leases and other conveyances or contracts that may be necessary for carrying out the purposes of the Corporation.
ARTICLE III. OFFICERS
3.01 Election of Officers. A meeting of the Board for the election of officers and the transaction of other business shall be held on the third Thursday in July of each year, unless changed by the Board. The executive officers of the Corporation shall be a president and vice- president. These offices shall be held by Directors. The office of secretary shall be held by the city secretary or assistant city secretary, and the office of treasurer shall be held by the City Finance Director. The Board may appoint such other officers as it deems necessary, who shall have such authority, and shall perform such duties as from time to time may be prescribed by the Board. One person may hold more than one office, except that the president shall not hold the office of secretary. Officers shall be elected for terms of one (1) year with the right of an officer to be reelected for successive terms.
3.02 Removal. All officers shall be subject to removal from office at any time by a vote of a majority of the entire Board. A vacancy in any office shall be filled by a vote of a majority of the Directors.
3.03 Executive Director. The City Manager shall serve as the Executive Director of the Corporation and shall provide such staff as may be necessary for administrative support services for the Corporation and shall perform all other duties prescribed by the Board. The Executive Director shall be a non-voting ex officio member of the Board.
3.04 President. The president shall preside at all meetings of the Board. He or she shall have power to sign and execute all contracts, instruments of conveyance, bonds, deeds, assignments, mortgages, notes, and other instruments in the name of the Corporation, after approval by the Board, and to sign checks, drafts, notes and orders for the payment of money. The president shall have general and active management of the business of the Corporation, and shall perform all the duties usually incident to the office of president.
3.05 Vice-President. The vice-president shall have such powers and perform such duties as may be delegated by the Board. In the absence or disability of the president, the vice-president may perform the duties and exercise the powers of the president.
3.06 Secretary. The secretary shall keep the minutes of all meetings of the Board; shall provide all notices; may sign in the name of the Corporation, with the president or vice-president, all contracts, instruments of conveyance, bonds, deeds, assignments, mortgages, notes, and other instruments authorized by the Board; shall have charge of the books and papers of the Corporation; and shall in general perform all the duties incident to the office of secretary, subject to the control of the Board. Records of the Corporation shall be maintained and filed in the office of the city secretary of the City and shall be subject to public inspection and release in accordance with the Texas Public Information Act, Chapter 552, Texas Government Code.
3.07 Treasurer. The treasurer shall have custody of all funds and securities of the Corporation and shall endorse on behalf of the Corporation checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or depository as the Board may designate. Whenever required by the Board the treasurer shall render a statement of the Corporation's cash account; enter regularly in the books of the Corporation a full and accurate account of all monies received and paid out on behalf of the Corporation; and perform all acts incident to the position of treasurer, subject to the control of the Board. All written statements and accounts shall be maintained and filed in the office of the Finance Director for the City. The Board may require the treasurer to provide a bond, at the expense of the Corporation, for the faithful discharge of the treasurer’s duties in such sum determined by the Board.
ARTICLE IV. CORPORATE FINANCES
4.01 Annual Budget. The fiscal year of the Corporation shall begin on the first day of October and terminate on the 30th day of September in each year. In conjunction with the adoption of the City budget, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the City Council. The budget shall not be effective until the same has been approved by the City Council.
4.02 Deposit and Investment of Corporation Funds. All proceeds from loans or from the issuance of bonds, notes, or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the Corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The Board, with City Council approval, 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 treasurer and such other persons as the Board designates. The funds of the Corporation may be deposited or invested in the same accounts and depositories as City funds but shall be separately accounted as Corporation funds. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Department of Finance of the City.
4.03 Expenditure of Corporate Monies. The income of the Corporation and the proceeds from the investment of funds, the sale of property, and the sale of Obligations of the Corporation, may be expended by the Corporation for any of the purposes authorized by the Development Corporation Act, subject to the following limitations:
(1) Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations may be used for the purpose of financing or otherwise providing one or more "Projects," as defined in the Development Corporation Act and the Articles of Incorporation; and
(2) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget or in contracts approved by the Board.
4.04 Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City Council approves such Obligations by action taken prior to the date of sale of the Obligations.
4.05 Financial Records; Annual Audit. The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. The City shall at all times have access to the books and records of the Corporation. At the direction of the City Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff and personnel of the City. The Board shall arrange for an annual independent audit of the Corporation's books and records and shall present the audit report to the City Council within 180 days of the end of each fiscal year.
ARTICLE V. INDEMNITY
The Corporation shall indemnify each member of the Board, its officers and employees, and each member of the City Council and employee of the City, to the applicable limits established by the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code) or other applicable law, against all liability or expense, including attorneys fees, incurred by reason of any actions or omissions that may arise out of the functions and activities of the Corporation.
ARTICLE VI. MISCELLANEOUS
6.01 Notices and Waivers. Whenever under the provisions of these Bylaws notice is required to be given to any Director or officer, unless otherwise provided, the notice may be given personally, or it may be given in writing by depositing it in the post office or mailbox in a post- paid envelope or postal card addressed to the Director or officer, at the address as appears on the books of the Corporation, and the notice shall be deemed to be given at the time when it is mailed. Whenever any notice to Directors or officers is required to be given by law, or by these Bylaws, a waiver in writing signed by the person or persons entitled to the notice, whether before or after the time stated, shall be deemed the equivalent of notice. This paragraph does not eliminate the requirement to comply with the Open Meetings Act.
6.02 Negotiable Instruments. All checks, drafts, notes or other obligations of the Corporation shall be signed by such officers of the Corporation or by such persons as may be authorized by the Board. All checks shall require the signature of two persons.
6.03 Resignations. Any Director or officer may at any time resign. Resignations shall be made in writing and shall take effect at the time specified in the resignation, or if no time be specified, at the time of its receipt by the president or the secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.
6.04 Approval of the City Council. To the extent these Bylaws refer to any approval or other action to be taken by the City, that approval or action shall be evidenced by a resolution, ordinance, or motion duly adopted by the City Council.
6.05 Organizational Control. The City Council at its sole discretion, and at any time, may alter or change the structure, organization or activities of the Corporation (including the termination of the Corporation), subject to any limitation on the impairment of contracts entered into by such Corporation. The City, however, will maintain a beneficial interest in the Corporation at all times during which any tax exempt indebtedness approved by the Board remains outstanding.
6.06 Corporate Seal. A corporate seal is authorized but shall not be required.
ARTICLE VII. PROVISIONS REGARDING BYLAWS
7.01 These Bylaws shall become effective only upon the occurrence of the following events:
(1) The adoption of these Bylaws by the Board of Directors; and
(2) The approval of these Bylaws by the City Council.
7.02 These Bylaws may be amended at any time and from time to time either by majority vote of the Directors then in office with approval of the City Council or by the City Council itself, at its sole discretion.
7.03 These Bylaws shall be liberally construed to effectuate their purposes. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstances, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected thereby.
ARTICLE VIII. DISSOLUTION OF CORPORATION
Upon the dissolution of the Corporation all assets of the Corporation shall become assets of the City.
I hereby certify that the foregoing Bylaws are the true and correct Bylaws of the Corporation as adopted by the Board on the 16th day of January, 2020.
City Secretary - Art Camacho
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