(a) 
Financing of industrial development projects.
In order to implement the purposes for which the industrial development corporation was formed as set forth in the articles of incorporation, the corporation shall issue obligations to finance all or part of the cost of one or more commercial, industrial or manufacturing projects to promote and develop commercial, industrial and manufacturing enterprises to promote and encourage employment and the public welfare, pursuant to the provisions of the Development Corporation Act of 1979, Vernon's Ann. Civ. St. art. 5190.6.
(b) 
Conditions precedent to issuance of obligations.
The industrial development corporation shall not issue any obligations unless:
(1) 
The city council has approved by written resolution any agreement to issue obligations adopted by the industrial development corporation, which agreement and resolution shall set out the amount and purpose of the obligations. No issue of obligations, including refunding bonds, shall be sold and delivered by the industrial development corporation without a written resolution of the city council adopted no more than 60 days prior to the date of sale of the obligations specifically approving the resolution of the industrial development corporation providing for the issuance of the obligations; and
(2) 
The state industrial commission, or the executive director thereof, has approved the contents of any lease, sale or loan agreement made by the industrial development corporation under the Act in connection with the issuance of obligations by affirmatively finding that the lessee, purchaser or borrower has the business experience, financial resources and responsibility to provide reasonable assurance that all obligations and interest thereon to be paid from or by reason of such agreement will be paid as the same become due.
(c) 
Books and records; approval of programs and financial statements.
The industrial development corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors and committees having any of the authority of the board of directors. All books and records of the industrial development corporation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and at all times the city council will have access to the books and records of the corporation. The city shall be entitled to approve all programs and expenditures of the industrial development corporation and annually review any financial statements of the industrial development corporation.
(d) 
Nonprofit corporation.
The industrial development corporation shall be a nonprofit corporation, and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm or corporation, except that in the event the board of directors of the corporation (the "board of directors") shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the industrial development corporation issued to finance all or part of the cost of a project, then any net earnings of the corporation thereafter accruing with respect to said project shall be paid to the city.
(Res. No. 79-29, § 4(art. 1), adopted 1/14/1980)
(a) 
Powers, number and term of office.
(1) 
The property and affairs of the industrial development corporation shall be managed and controlled by the board of directors and, subject to the restrictions imposed by law, the articles of incorporation and these bylaws, the board of directors shall exercise all of the powers of the industrial development corporation.
(2) 
The board of directors shall consist of five directors, each of whom shall be appointed by the city council.
(3) 
The directors constituting the first board of directors shall be those directors named in the articles of incorporation, each of whom shall serve for six years or until his successor is appointed as hereinafter provided. Subsequent directors shall hold office for a term of six years or until their successors are appointed as hereinafter provided.
(4) 
Any director may be removed from office, by the city council, for cause or at will.
(b) 
Meetings of directors.
The directors of the industrial development corporation may hold their meetings at such place or places in the state, as the board of directors may from time to time determine; provided, however, in the absence of any such determination by the board of directors, the meetings shall be held at the registered office of the industrial development corporation in the state.
(c) 
Regular meetings.
Regular meetings of the board of directors of the industrial development corporation shall be held without necessity of notice at such times and places as shall be designated, from time to time, by resolution of the board of directors.
(d) 
Special meetings.
Special meetings of the board of directors of the industrial development corporation shall be held whenever called by the president, by the secretary, by a majority of the directors for the time being in office or upon advice of or request by the city council. The secretary shall give notice to each director of each special meeting in person, or by mail, telephone or telegraph, at least two hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the industrial development corporation may be considered and acted upon at a special meeting. At any meeting at which every director shall be present, even though without any notice, any matter pertaining to the purpose of the industrial development corporation may be considered and acted upon.
(e) 
Quorum.
A majority of the directors fixed by the articles of incorporation shall constitute a quorum for the consideration of matters pertaining to the purposes of the industrial development corporation. The act of a majority of the directors of the industrial development corporation present 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.
(f) 
Conduct of business.
At the meetings of the board of directors of the industrial development corporation, matters pertaining to the purposes of the industrial development corporation 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 of the industrial development corporation, the president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. The secretary of the industrial development corporation 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.
(g) 
Executive committee.
The board of directors of the industrial development corporation, by resolution passed by a majority of the directors in office, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the board of directors in the management of the industrial development corporation, except where action of the board of directors is specified by law. The executive committee shall act in the manner provided in such resolution. The executive 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 industrial development corporation, and shall report the same to the board of directors from time to time.
(h) 
Compensation of directors.
Directors as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder.
(Res. No. 79-29, § 4(art. 2), adopted 1/14/1980)
(a) 
Titles and term of office.
The officers of the industrial development corporation shall be a president, a vice-president, a secretary and a treasurer, and such other officers as the board of directors may from time to time elect or appoint. One person may hold more than one office, except that the president shall not hold the office of secretary. Terms of office shall not exceed three years. All officers shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the entire board of directors. A vacancy in the office of any officer of the industrial development corporation shall be filled by a vote of a majority of the directors.
(b) 
Powers and duties of the president.
The president shall be the chief executive officer of the industrial development corporation and, subject to the board of directors, he shall be in general charge of the properties and affairs of the corporation; he shall preside at all meetings of the board of directors; in furtherance of the purposes of the corporation, he may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the corporation.
(c) 
Vice president.
The vice president shall have such powers and duties as may be assigned to him by the board of directors and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken.
(d) 
Treasurer.
The treasurer shall have custody of all the funds and securities of the industrial development corporation which come into his hands. When necessary or proper, he may endorse, on behalf of the corporation, for collection, checks, notes and other obligations and shall deposit the same to the credit of the corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the board of directors; he may sign all receipts and vouchers for payment made to the corporation, either alone or jointly with such other officer as is designated by the board of directors; whenever required by the board of directors, he shall render a statement of his cash account; he shall enter or cause to be entered regularly in the books of the corporation to be kept by him for that purpose full and accurate accounts of all monies received and paid out on account of the corporation; he shall perform all acts incident to the position of treasurer subject to the control of the board of directors; he shall, if required by the board of directors, give such bond for the faithful discharge of his duties in such form as the board of directors may require.
(e) 
Secretary.
The secretary of the industrial development corporation shall keep the minutes of all meetings of the board of directors in books provided for that purpose; he shall attend to the giving and serving of all notices; in furtherance of the purposes of this corporation, he may sign with the president in the name of the corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the corporation; he shall have charge of the corporate books, records, documents and instruments, 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, all of which shall at all reasonable times be open to inspection upon application at the office of the corporation during business hours, and he shall in general perform all duties incident to the office of secretary subject to the control of the board of directors.
(f) 
Compensation.
Officers as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder.
(Res. No. 79-29, § 4(art. 3), adopted 1/14/1980)
(a) 
Effective date.
These bylaws shall become effective only upon the occurrence of the following events:
(1) 
The approval of these bylaws by the city council; and
(2) 
The adoption of these bylaws by the board of directors.
(b) 
Amendments to articles of incorporation and bylaws.
The articles of incorporation may at any time and from time to time be amended, provided that the board of directors files with the city council a written application requesting that the city council approve such amendment to the articles of incorporation, specifying in such application the amendment or amendments proposed to be made. If the city council by appropriate resolution finds and determines that it is advisable that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment, the board of directors shall proceed to amend the articles as provided in the Act. The articles of incorporation may also be amended at any time by the city council at its sole discretion by adopting an amendment to the articles of incorporation of the corporation by resolution of the city council and delivering the articles of amendment to the Secretary of State as provided in the Act. These bylaws may be amended by majority vote of the board of directors.
(c) 
Interpretation of bylaws.
These bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these bylaws, or the application thereof to any person or circumstance, shall ever by held to be invalid or unconstitutional by any court or 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.
(Res. No. 79-29, § 4(art. 4), adopted 1/14/1980)
(a) 
Principal office.
The principal office of the industrial development corporation shall be located in the city. The industrial development corporation shall have and continuously maintain in the state a registered office, and a registered agent whose business office is identical with such registered office, as required by the Act. The registered office may be, but need not be, identical with the principal office in the state, and the address of the registered office may be changed from time to time by the board of directors, pursuant to the requirements of the Act.
(b) 
Fiscal year.
The fiscal year of the industrial development corporation shall be as determined by the board of directors.
(c) 
Seal.
The seal of the industrial development corporation shall be as determined by the board of directors.
(d) 
Notice and waiver of notice.
Whenever any notice whatsoever is required to be given under the provisions of the Act, the articles of incorporation or these bylaws, said 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 post office address, as it appears on the books of the industrial development corporation, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is now lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, unless required by the board of directors. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
(e) 
Resignations.
Any director or officer may resign at any time. Such resignation 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 president or secretary. The acceptance of a resignation shall not be necessary to make if effective, unless expressly so provided in the resignation.
(f) 
Action without a meeting of directors or committees.
Any action which may be taken at a meeting of the board of directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Secretary of State, the state industrial commission or any other person.
(g) 
Approval or advice and consent of the city council.
To the extent that these bylaws refer to any approval by the city or refer to advice and consent by the city, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the city council.
(h) 
Organizational control.
The city may, at its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the industrial development corporation (including the power to terminate the corporation), subject to any limitation on the impairment of contracts entered into by such industrial development corporation.
(i) 
Dissolution of the corporation.
Upon dissolution of the industrial development corporation, title to or other interests in any real or personal property owned by the corporation at such time shall vest in the city.
(Res. No. 79-29, § 4(art. 5), adopted 1/14/1980)