(a) 
The city, as an eligible city under the act, held an election on August 12, 2000, at which an additional one-half cent sales tax was approved, and is now authorized to create a corporation under the act that is governed by section 4B thereof.
(b) 
The city council approved the articles of corporation and bylaws by Ordinance No. 13-2000 dated September 8, 2000; appointing the initial directors named in the articles of incorporation for the terms therein stated. The city council authorized the incorporators to file the article of incorporation with the secretary of state as provided in the act.
(Ordinance 07-2017 adopted 12/14/17)
The corporation is incorporated as a nonprofit industrial development corporation for the purposes set forth in the corporation’s articles of incorporation (the “articles”), the same to be accomplished on behalf of the city as its duly constituted authority and instrumentality in accordance with the act and other applicable laws. In this regard, the corporation has been incorporated to promote, assist and enhance economic development activities and quality of life opportunities within the city. The corporation has no members and is a nonstock corporation. The corporation shall be a nonprofit corporation as defined by the Internal Revenue Code of 1986, as amended, and the applicable regulations and rulings prescribed and promulgated thereunder.
(Ordinance 07-2017 adopted 12/14/17)
The corporation shall have and exercise all of the rights, powers, privileges, authority and functions given by the general laws of the state to nonprofit corporations incorporated under the act including, without limitation, article 13961.01, et seq., Tex. Rev. Civ. Stat. Ann., as amended.
(Ordinance 07-2017 adopted 12/14/17)
The corporation shall have all other powers of a like or different nature not prohibited by law which are available to nonprofit corporations in the state 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 provide financing to pay the costs of projects through the issuance or execution of bonds, notes and other forms of debt instruments and to acquire, maintain and lease and sell property, and interests therein, to accomplish the purposes for which it was created.
(Ordinance 07-2017 adopted 12/14/17)
The corporation is created as an industrial development 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.
(Ordinance 07-2017 adopted 12/14/17)
The registered agent for the corporation shall be an individual resident of the state, as designated by the board of directors of the corporation (the “board” or the “board of directors”). The board shall initially maintain and use the city hall as its administrative office, but may move its administrative office or establish additional offices with the prior approval of the city council.
(Ordinance 07-2017 adopted 12/14/17)
(a) 
Powers.
The corporation shall be managed by a board of directors which is authorized to exercise the powers authorized by the act.
(b) 
Duties.
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.
(c) 
Number and qualifications.
The board shall consist of seven (7) persons, who shall be appointed by the city council. A director may be removed by the city council at any time with or without cause.
(d) 
Residency.
Each director shall be a resident of the city or of the county.
(e) 
Term.
Directors shall be appointed to serve two (2) year terms of office. Directors shall be eligible for reappointment without limit to the number of terms served.
(f) 
Vacancies.
Vacancies on the board shall be filled by appointment by the city council.
(g) 
Compensation.
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.
(Ordinance 07-2017 adopted 12/14/17)
(a) 
The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary by the board, all of 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.
(b) 
The president, vice president, secretary, treasurer and any other officers the board deems necessary shall be elected annually by the board and vacancies in these officer positions may be filled by the board for the unexpired term. 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.
(c) 
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. The president shall have the authority to execute all deeds, mortgages, bonds, contracts, assignments or other instruments in the name of the corporation. The president shall appoint the members of all committees and all committee chairs. In addition, the president shall:
(1) 
Call both regular and special meetings of the board and establish the agenda for any such meeting;
(2) 
Have the authority to appoint standing or study committees to aid and assist the board in its business undertaking or other matters incidental to the operations and functions of the board;
(3) 
Perform all duties incident to the office, and such other duties as shall be prescribed from time to time by the board, subject to approval by the city council;
(4) 
Appear before the city council on a periodic basis to give a report on the status of activities of the corporation; and
(5) 
Appear before the city council, or be represented by his designee, regarding any item being considered by the city council concerning the corporation.
(6) 
The vice president shall perform the duties assigned to him or her 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, including without limitation, execution of all deeds, mortgages, bonds, contracts, assignments or other instruments in the name of the corporation.
(d) 
The secretary shall be the custodian of the corporate records. In this regard, the secretary shall have charge of the corporate books, records, documents and instruments, and such other books and papers as the board may direct. 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. The secretary shall sign with the president (or vice president, if applicable) in the name of the corporation, and/or attest the signature thereto, all deeds, mortgages, bonds, contracts, assignments or other instruments. In the absence of the president and vice president, or if the president and vice president are unable or refuse to act, the secretary shall perform the duties of president. The secretary shall perform such other duties as may be prescribed by the president or the board and, in general, shall perform all duties incident to the office of secretary subject to the control of the board. An assistant secretary shall assist the secretary in performance of his or her duties.
(e) 
An assistant secretary position is created to assist the secretary and the board in the conduct of the affairs of the corporation. The assistant secretary shall be the city secretary.
(Ordinance 07-2017 adopted 12/14/17)
(a) 
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:
(1) 
Amend the articles of incorporation, amend, alter or repeal the bylaws or adopt a plan of merger or consolidation with another corporation.
(2) 
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.
(3) 
Authorize or revoke proceedings for the voluntary dissolution of the corporation or adopt a plan for the distribution of the assets of the corporation.
(4) 
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.
(b) 
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.
(Ordinance 07-2017 adopted 12/14/17)
(a) 
Unless otherwise determined by the president, the board shall hold at least one regular meeting each year for the purpose of transacting the business of the corporation. Regular meetings shall be held at such time, date and place as the president shall specify. Other than notice pursuant to the Open Meetings Act (chapter 551, Government Code), no further notice of regular meetings is required.
(b) 
Special meetings of the board may be called by the president as may be necessary. The president may fix any time and any place within the boundaries of the city for holding a special meeting of the board, and such time and place shall be set out in a written notice of the special meeting supplied to the members of the board. The written notice may be delivered personally, mailed to each board member at his or her usual business or residence address, or delivered by facsimile. The signing of a written waiver of notice of any special meeting by a member of the board, whether before or after the time stated therein, shall be equivalent to the receiving of such notice. Attendance of a board member at a special meeting shall also constitute a waiver of notice of such meeting, except when a board member attends a meeting for the express and announced purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened, which objection shall be voiced at the beginning of the meeting with the request that such objection be entered into the minutes of the meeting. The written notice of any special meeting of the board shall state the purpose or purposes for which such meeting is called.
(c) 
Meetings of any committee of the board may be called from time to time as deemed necessary, advisable or appropriate by the chairperson of any such committee.
(d) 
All meetings shall be held within the boundaries of the city.
(e) 
For meetings of the board or any committee, notice thereof shall be provided and set forth in accordance with the Texas Open Meetings Act, chapter 551 of the Texas Government Code (as amended from time to time, the “Texas Open Meetings Act”).
(f) 
A quorum is a majority of the entire membership of the board (being not less than four (4) members) and shall be present for the conduct of the official business of the corporation.
(g) 
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, unless a greater number is required by these bylaws, policies/procedures of the board, city council action or applicable law.
(h) 
A director may not vote by proxy.
(i) 
All meetings and deliberations of the board shall be called, posted, convened and conducted in accordance with the Texas Open Meetings Act.
(Ordinance 07-2017 adopted 12/14/17)
(a) 
The fiscal year of the corporation shall run concurrently with the fiscal year of the city.
(b) 
The corporation shall contract with the city for the administration of its accounts, expenditures, deposits, investment of funds and accounts and other financial services for the corporation. The city controller 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.
(c) 
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. Each audit shall be prepared and submitted annually to the city council for approval. Such audit shall be at the expense of the corporation.
(d) 
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.
(e) 
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.
(f) 
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 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.
(g) 
Subject to the paramount authority of the mayor under the city charter, the corporation shall have the right to utilize the services and the staff and employees of the city, provided (1) that the corporation shall pay reasonable compensation to the city for such services; and (2) 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 for the services provided by city departments, staff and employees.
(h) 
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.
(i) 
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 the matter.
(j) 
Any bonds issued by the corporation shall be in accordance with the act and shall not be issued until approved by the city council.
(Ordinance 07-2017 adopted 12/14/17)
(a) 
The corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete financial books, records, accounts and financial statements pertaining to its corporate funds, activities and affairs. The secretary of the corporation shall keep correct and complete minutes of all board and committee meetings and all records required by the city by contracting agents or by funding sources.
(b) 
All records shall be kept and administered in accordance with the Texas Open Records Act, as amended.
(c) 
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.
(Ordinance 07-2017 adopted 12/14/17)
(a) 
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 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.
(b) 
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.
(Ordinance 07-2017 adopted 12/14/17)
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.
(Ordinance 07-2017 adopted 12/14/17)
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.
(Ordinance 07-2017 adopted 12/14/17)
The corporation is a nonprofit corporation. Upon dissolution, all of the corporation’s assets shall be conveyed to the city subject to the act and to all rights of third parties that may then exist.
(Ordinance 07-2017 adopted 12/14/17)