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HomeMy WebLinkAboutResolution - 444 - Authorize Creation Of The Lubbock Industrial Development Corporation - 03/13/1980RESOLUTION #444 - 3113/$0 RESOLUTION AUTHORIZING THE CREATION OF THE LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION, AS AN INSTRUMENTALITY OF THE CITY OF LUBBOCK, TEXAS, AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, the Development Corporation Act of 1979, 1979 Tex. Gen. Laws, Chapter 700, Section 1, at 1675 (the "Act"), authorizes the creation and administration of industrial development corpora- tions to act on behalf of cities, counties and conservation and reclamation districts in the promotion and development of commercial, industrial and manufacturing enterprises to promote and encourage employment, public health and the public welfare; and WHEREAS, the Act authorizes cities, counties and conservation and reclamation districts to utilize an industrial development corporation to issue obligations and bonds on behalf of the sponsor- ing city, county or conservation and reclamation district to finance projects promoting and developing commercial, industrial and manu- facturing enterprises; and WHEREAS, three natural persons, each of whom is at least eighteen years of age and a qualified elector of the City of Lubbock, Texas (the "Unit"), have filed with the City Council (the "Governing Body") of the Unit a written application (the "Petition") requesting that the Unit authorize and approve the creation of LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION, (the "Corporation") and approve the Articles of Incorporation and Bylaws to be used in creating the Corporation; and WHEREAS, the Corporation has been or will be created and organized as a Texas nonprofit corporation, pursuant to the pro- visions of the Act, for such limited purposes; and WHEREAS, the Governing Body of the Unit has reviewed and approved the Petition and the Articles of Incorporation and Bylaws and has determined 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 purpose of the promotion and development of commercial, industrial and manu- facturing'enterprises to promote and encourage employment, public health and the public welfare; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK TEXAS: SECTION 1. That the Corporation is hereby authorized and approved for creation as an industrial development corporation under the provisions of the Act. SECTION 2. That the Corporation is hereby designated as the duly constituted authority and instrumentality of the Unit (within the meaning of those terms in the ---regulations of the, Treasury__and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1954, as amended) and shall be authorized to act on behalf of the Unit for the specific public purpose of the promotion and development of commercial, industrial and manufacturing enterprises to promote and encourage employment, public health and the public welfare; but the Corporation is not intended to be and shall not be a political subdivision or a political corporation within the meaning of the Constitution and the laws of the State of Texas (the "State"), including without limitation Article III, Section 52 of the State Constitution, and the Unit does not delegate to the Corporation any of its attributes of sovereignty, including the power to tax, the power of eminent domain and the police power. . SECTION 3. That the Corporation may, under the conditions set forth in this Resolution, issue obligations on behalf of the Unit, acquire, lease, sell or convey certain properties and make loans for the promotion and development of commercial, industrial and manufacturing enterprises to promote and encourage employment, public health and the public welfare. The Unit shall not lend its credit or grant any public money or thing of value in aid of the Corporation. Furthermore, obligations issued by the Corporation with the approval of the Unit shall be deemed not to constitute a debt of the State, of the Unit or of any other political corporation, subdivision or agency of the State 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,_ refinance in whole or in part a project. "Project" shall mean the land, buildings, equipment, facilities and improvements (one or more) found by the Board of Directors of the Corporation (the "Board of Directors") to be required or suitable for the promotion of commercial or industrial development and expansion, the promotion of employment or for use by commercial, manufacturing and industrial enterprises, irrespective of whether in existence or required to be acquired or constructed after the making of such findings by the Board of Directors. SECTION 4. That the Articles of Incorporation of the Corporation and the Bylaws of the Corporation, in the forms attached hereto, are hereby approved for use and adoption by the Corporation; pro- vided, however, that any amendments to the Articles of Incorporation shall be subject to the further approval of the Governing Body. The initial directors named in said Articles of Incorporation shall be deemed to have been appointed, and are hereby appointed, as the initial directors of said corporation by this governing body. SECTION 5. That the Governing Body shall approve by written resolution any agreement to issue bonds, including refunding bonds, adopted by the Corporation, which agreement and resolution shall set out the amount and purpose of the bonds. Furthermore, no issue of bonds, including refunding bonds, shall be sold and delivered by the Corporation without a written resolution of the Governing Body adopted no more than 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 6. That, upon dissolution of the Corporation, the Unit shall accept title to or other interests in any real or personal property owned by the Corporation at such time. SECTION 7. That this Resolution is adopted for the purpose of satisfying the conditions and requirements of the Act and of Section 103 of the Internal Revenue Code of 1954, as amended, and the regulations prescribed thereunder from time to time and for the benefit of the Corporation, the Unit, the owner or holders from time to time of the obligations of the Corporation and all other interested persons. -2- SECTION 8. That the Governing Body has considered evidence of the posting of. -notice of this meeting and officially funds, determines, recites and declares that a sufficient written notice of the date, hour, and place of this meeting and of the subject of this resolution was posted on a bulletin board located at a place convenient to the public in the City Hall of the Unit for at least 72 hours preceding the scheduled time of such meeting; and that such place of posting was readily accessible to the general public at all times from such time of posting until the scheduled time of such meeting; and that such meeting was open to the publicus required by law at all times during which the Resolution and the subject matter thereof was discussed, considered and formally acted upon, all as required by the Open Meetings Act, Article 6252-17, Vernon's Texas Civil Statutes, as amended. The Governing Body further ratifies, approves and confirms such written notice and the contents and posting thereof. PASSED AND APPROVED this 13thday of ATTEST: _ y City Secretary, Ci f ubbock, Texas' March , 1980. ayor, City of Lubbock, Texas -3- APPLICATION FOR CREATION OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION We, the undersigned qualified electors of the:.City of Lubbock, Texas, each of whom is at least eighteen years of age, hereby request the City Council for the City of. Lubbock, Texas,.to authorize and approve by Resolution, pursuant to the Development Corporation Act of 1979, 1979 Tex. Gen. Laws, Chapter 700, Section 1, at 1675, the creation of the LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION to act on behalf of the City of Lubbock, Texas, in the promotion and development of commercial, industrial and manufacturing enter- prises, to promote and encourage employment, public health and the public welfare. We further request that the City Council of the City of Lubbock, Texas, 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. INIWITNESS WHEREOF, we have hereunto set our hands this the day of , 1980. Name B. C. McMinn Georg Miller Alfta r ion Sahford Address 3028 -55th Street Lubbock, Texas 79413 3213 -43rd Street Lubbock, Texas 79413 3322 -23rd Street Lubbock, Texas 79410 THE STATE OF TEXAS X COUNTY OF LUBBOCK X. I, the undersigned, a N tary Public, do hereby certify that on this ay of __-�������_, 1980, personally appeared before me: B. C. McMinn George C. Miller Marion Sanford who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing Application as Incorporators, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. My commission expires: -2- •oul 'paeog lepisnpul looggnl 044 jo s.iolejodaooul* llouno0 Alla aqj JOI anl4ejuas9ad9N+ auvoe iviviSflaNl Nooes ll h955-Z6L Aoua6y p.iolueS '941 98-tiZ-L 08 -+Z -L £OZ£ -56L Pa£Z - NEC paolueS uolaeW 98 -BIZ -L 08-tZ-L £08£-66L PJE� - £tZ£ Jall!W 06a09E)* 98-hZ-L 08 -+Z -L 85Z+ -66L 4455 - 8ZO£ uulWoW '0'13 £L t Z-Z6L 44+x£ - ME 98-+ Z -L 08-�Z-L MZ -66L Pa £4 - ZO££ Aa uaH ue l d+ 19L9 -59L 44+j£ - 5£ZZ 98-tZ-L 08-tZ-L 9+xO-56L 44L£ - 91L£ zaaad sasto W 98 -+Z -L 08-tZ-L 819£-£9L salejdt/ ivaPnis 30 449Z '3 1081 9311d0 - 4oa1 sexal •ar `azoos o6joag 98AZ/L 08/8Z/8 190L -£9L 886£-+U ;aolneag 5108 jueg aze4S ue6laawy aa4nS qo g a3NIdX3 a3lNIOddV 3NOHd SS3MV 3WVN sjeaA 9 :waal auvoe iviviSflaNl Nooes ll } ARTICLES OF INCORPORATION OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION we, the undersigned natural persons, not less than three in number, each of whom is at least the age of eighteen (18) years, and is a qualified elector of the City of Lubbock, Texas, herein- after called the "CITY" acting as Incorporators of a non-profit industrial development corporation, herein referred to as the "CORPORATION", pursuant to the Development Corporation Act of 1979, with the approval of the City Council of the City of Lubbock, Texas, as evidenced by the Resolution attached hereto and made a part hereof for all purposes, do hereby adopt the following Articles Of Incorporation for such corporation: The name of the corporation is LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION. The corporation is a non-profit corporation and is an industrial development corporation organized pursuant to the Development Corporation Act of 1979. ARTICLE III The duration of the corporation is perpetual. The Corporation is organized exclusively for the purposes of benefiting and accomplishing public purposes of, and to act on behalf of the CITY, and the specific purposes for which the Corporation- -is organized. and may, ..issue bonds ,on. -.behalf__ _of__the..__City ._ of Lubbock are the promotion and development of commercial, indus- trial and manufacturing enterprises to promote and encourage employment, public health and the public welfare, pursuant to the Development Corporation Act of 1.979. 111tic Corporation is a constituted authority and a public instrumentality within the meaning of the regulations of the United States Treasury Department and the rulings of the Internal Revenue Service perscribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1954, as amended, and the Corporation is authorized to act on behalf of the City of Lubbock as provided in these Articles of Incorporation. The Corporation is not a political subdivision or political corporation of the State of Texas within the meaning of its constitution and laws, including without limitation Article III, Section 52, of said constitution, and no agreements, bonds, debts, or obligations of the Corporation are or shall ever be deemed to be the agreements, bonds, debts or obligations or the lending of the credit, or a grant of public money or thing of value, of or by the City or any other political corporation, subdivision, or agency of the State of Texas, or a pledge of the faith and credit of any of them. The Corporation is authorized to issue bonds with approval of the City of Lubbock and to acquire properties and lease, sell or convey said properties and to make loans in furtherance of the purposes herein stated, and to transact any other business to the extent such transactions are lawful and are not in violation of the Development Corporation Act of 1979. The corporation has no members and is a nonstock corporation. ARTICLE VI The corporation's internal affairs shall be regulated by a set of Bylaws, not inconsistent with the laws of the State of Texas, which have been approved by the City Council of the City of Lubbock, Texas. These Articles of Incorporation may at any time, and from time to time, be amended as provided in the Development Corporation Act of 1979 and by the Bylaws of the co t porn t i ori . -2- The street address of the initial registered office of the corporation is 14th Street &Avenue K, Lubbock, Texas, 79408, and the name of its initial. registered agent at such address is Mr. John A. Logan. ARTICLE VIII The affairs of the corporation shall be managed by a Board of Directors in which all powers of the corporation shall be vested, composed in its entirety of persons appointed by the City Council of the City of Lubbock, Texas, The number of directors constituting the initial Board of Directors shall be three, and the names and addresses of the persons who are to serve as the initial Directors, and the dates of expiration of their initial terms as Directors are as follows: Date of Name Address Expiration of Term B. C. McMinn 3028 -55th Street March 1, 1982 Lubbock, Texas 79413 George C. Miller 3213 -43rd Street March 1, 1983 Lubbock, Texas 79413 Marion Sanford 3322 -23rd Street March 1, 1981 Lubbock, Texas 79410 Each of the initial Directors resides within the City of Lubbock, Texas. Each Director, including the initial Directors, shall be eligible for reappointment. The Directors are removable by the City Council of the City of Lubbock for cause or at will, and may n<>t be reappointed for a term in excess of six years. The Directors -hall serve as such without compensation except that they shall be i-o:imbursed by the corporation for their cIctual expenses incurred in the performance of their duties as Directors. Any vacancy occurring on the Board of Directors through death, resignation, nr otherwise, shall be filled by appointment by the City Council )f the City of Lubbock to hold office until the expiration of the tcr:m for which the vacating Director has been appointed. -3- The names and street addresses of each Incorporator is: Name Address B. C. McMinn 3028 -55th Street Lubbock, Texas 79413 George C. Miller 3213 -43rd Street Lubbock, Texas 79413 Marion Sanford 3322 -23rd Street Lubbock, Texas 79413 ARTICLE X The City of Lubbock has specifically authorized the corporation by Resolution to act on its behalf to further the specific public purposes stated in said Resolution, and these Articles of Incorporation and the City of Lubbock, Texas, has, by said Resolution, approved these Articles of Incorporation. A copy of said Itesnlution is attached to these Articles of Incorporation and made a part hereof for all purposes. Any obligation incurred by the corporation (including bonds or interest thereon) shall be payable solely from the revenues of the corporation, which shall be paid into a special fund or funds of the corporation as its Directors may provide by resolution. 'rhe City of Lubbock shall not in any event be liable in any manner for or with respect to the payment from bonds under its control, or any obligations or agreements created or incurred by the corporation, and no obligations or agreements of the corporation shall be construed as an indebtedness, obligation, or moral obligation of the City. No dividends shall ever be paid by the corporation, and no part of its net earnings remaining after payment of -its expenses shall be distributed to or inure to the benefit of its Directors or officers, or any individual, firm, corporation, or association, except that in the event 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 corporation; then IEW 1 1 h any net earnings of the corporation thereafter accruing, shall be paid to the City of Lubbock, Texas. No part of the corporation's activities shall be carrying on propaganda, or otherwise attempting to influence legislation and it shall not participate in or inter- vene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE XII If the corporation ever should be dissolved, when it has or is entitled to any interest in any funds or property of any kind, real, personal, or mixed, such funds or property or rights thereto shall not be transferred to private ownership, but shall be trans- ferred and delivered to the City of Lubbock after satisfaction or provision for satisfaction of debts and claims. lSt IN WITNE S WH REOF, we have hereunto set our hands this day of '� �(. , 1980. THE STATE OF TEXAS X COUNTY OF LUBBOCK X I, the undersigned notary public, in and for Lubbock Cou qty, Texas, do hereby certify that on this the �f day of _ 1980, personally appeared before me B. C. McMINN, GEORG9 C. MILLER, and MARION SANFORD, who each being by me duly sworn, severally declared that they are the persons who signed the foregoing document as Incorporators, and that the statements therein contained are true. IN WITNESS WHEREOF, I have,her unto set my and and seal of office this f day of , 1 80. c--Irr and for LuLboc County, Texas PIy,"commission expires: C11Y 4 RETARY -5- w BYLAWS OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION ARTICLE I POWERS AND PURPOSES SECTION 1: Financing of Industrial Development Projects. In order to implement the purposes for which the 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 pro- jects to promote and develop commercial, industrial and manufac- turing enterprises to promote and encourage employment, public health and the public welfare, pursuant to the provisions of the Development Corporation Act of 1979, 1979 Tex. Gen. Laws, Chapter 700, Section 1, at 1675 (the "Act"). SECTION 2: Conditions Precedent to Issuance of Obligations The Corporation shall not issue any obligations unless: (1) The City Council (the "Governing Body") of the City of Lubbock, Texas, (the "Unit") has approved by written resolution any agreement to issue obligations adopted the 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 Corporation without a writ- ten resolution of the Governing Body adopted no more than sixty (60) days prior to the date of sale of the obligations specifically approving the resolution of the Corporation providing for the issuance of the obligations; and (2) The Texas Industrial Commission, or the executive direc- tor thereof, has approved the contents of any lease, sale or loan agreement made by the Corporation under the Act in con- nection with the issuance of obligations by affirmatively finding that the lessee, purchaser or borrower has the busi- ness 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. SECTION 3: Books and Records• Approval of Programs and Financia -T Statements. The Corporation shall keep correct and complete books an records of account and shall also keep minutes of the proceedings of its Board of Directors and com- mittees having any of the authority of the Board of Directors. All books and records of the 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 -- Governing Body will have access to the books and records of the Corporation. The Unit shall be entitled to approve all programs and expenditures of the Corporation and annually review any financial statements of the Corporation. SECTION 4: Nonprofit Corporation. The Corporation shall be a nonprofit corporation, and no part of its net earnings remaining after payment of its expenses shall inure to the bene- fit of any individual, firm or corporation, except that in the event the Board of Directors of the Corporation (the "Board of - 1 - Uirectors") shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obli- gations of the 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 Unit. ARTICLE II BOARD OF DIRECTORS SECTION 1: Powers Number and Term of Office. The property and affairs of the 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 Corporation. The Board of Directors shall consist of seven (7) and never less than three (3) directors, each of whom shall be appointed by the Governing Body. The number of directors may be increased or decreased (provided such decrease does not shorten the term of any incumbent director) from time to time by proper amendment to these Bylaws. Three of the directors constituting the first Board of Directors shall be those three directors named in the Articles of Incorporation, each of whom shall serve for the period therein specified, or until his or her successor is appointed by the Governing Body. Subsequent directors shall hold office for a term of six (6) years or until their successors are appointed by the Governing Body. Any director may be removed from office by the Governing Body, for cause or at will. SECTION 2: Meetings of Directors. The directors may hold their meetings at such place or places in the State of Texas, 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 Corporation in the State of Texas. SECTION 3: Regular Meetings. Regular Meetings of the Board of Directors 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. SECTION 4: Special Meetings. Special Meetings of the Board of Directors 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 Governing Body. The secretary shall give notice to each director of each Special Meeting in person, or by telephone or telegraph, at least two (2) hours before the meeting, or by mail posted thirty-six (36) hours before the time of the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a Special Meeting. At any meeting at which every direc- tor shall be present, even though without any notice, any matter, pertaining to the purpose of the Corporation may be considered and acted upon. SECTION 5: Quorum. A majority of the directors fixed the Bylaws oT the orporation shall constitute a quorum for consideration of matters pertaining to the purposes of the Corporation. The act of a majority of the directors present - 2 - by the 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. SECTION 6: Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the 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, the president shall preside, and in the absence of the president, the vice pre- sident shall exercise the powers of the president. The secretary of the 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. SECTION 7: Executive Committee. The Board of Directors, by resolution passed by a majority of the directors in office, may designate two or more directors to constitute an executive commit- tee, 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 Corporation, except where action of the Board of Directors is specified by law. The execu- tive committee shall act in the manner provided in such resolu- tion. 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 Corporation, and shall report the same to the Board of Directors from time to time. SECTION 8: Compensation of Directors. Directors 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. ARTICLE III OFFICERS SECTION 1: Titles and Term of Office. The officers of the 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 shall be filled by a vote of a majority of the directors. SECTION 2: Powers and Duties of the President. The presi- dent shall be the chief executive officer of the orporation and, subject to the Board of Directors, he shall be in general charge of the properties and affairs of the Corporation; he shall pre- side at all meetings of the Board of Directors; in furtherance of the purposes of this Corporation, he may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. SECTION 3: Vice President. The vice president shall have such powers and duties as may be assigned to him by the Board of - 3 - 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 presi- dent shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. SECTION 4: Treasurer. The treasurer shall have custody of all the funds and securities of the Corporation which come into his hands. When necessary or proper, he may endorse, on behalf of the Corporation, for collection, checks, notes and other obli- gations 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 be required to give such bond for the faith- ful discharge of his duties in such form as the Board of Directors may require. SECTION 5: Secretary. The secretary 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 cor- porate 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 applica- tion 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. SECTION 6: 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. SECTION 7: Checks, Drafts, etc. All checks, drafts or other orders for the payment of money,notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by any two (2) officers of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. ARTICLE IV PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS SECTION 1: Effective Date. These Bylaws shall become effec- tive only upon the occurrence of the following events: (1) the approval of these Bylaws by the Governing Body; and (2) the adoption of these Bylaws by the Board of Directors. - 4 - SECTION 2: Amendments to Articles of incorporation and Bylaws. die Articles of Incorporation may at any tme and from time to time be amended, provided that the Board of Directors files with the Governing Body a written application requesting that the Governing Body approve such amendment to the Articles of Incorporation, specifying in such application the amendment or amendments proposed to be made. If the Governing Body 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 Governing Body at its sole discretion by adopting an amendment to the Articles of Incorporation of the Corporation by resolution of the Governing Body and delivering the Articles of Amendment to the Secretary of State as provided in the Act. These Bylaws may be altered, changed, or amended at any meeting of the Board at which a quorum is present, provided notice of the proposed alteration, change, or amendment be con- tained in the notice of such meeting, by the affirmative vote of a majority of the directors at such meeting and present thereat. No amendment to the Bylaws of the Corporation shall be effective until approved by the governing body of the Unit. SECTION 3: Interpretation of B laws. These Bylaws and all the terms and provisions hereof sha 1 be liberally construed to effectuate the purposes set forth herein. If any words, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court or competent jurisdiction, the remainder of these Bylaws to any other person or circumstances shall not be affected thereby. ARTICLE V GENERAL PROVISIONS SECTION 1: Principal Office. The principal office of the Corporation shall be located within the boundaries of The City of Lubbock, Lubbock County, Texas. The Corporation shall have and continuously maintain in the State of Texas (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. SECTION 2: Fiscal Year. The fiscal year of the Corporation shall be as -determine by Board of Directors. SECTION 3: Financial Statement. The Corporation shall, at least once each calendar year, submit to the Finance Administrator of the Unit a report showing (i) all programs undertaken by the Corporation during the preceding year, and (ii) the financial conditions of the Corporation and any of the pro- jects it has financed. In the event such financial statements are not certified by a public accountant or a certified public accountant, the Corporation shall be required to pay the actual cost of an audit by either the Finance Administrator or a cer- tified public accountant selected by the Unit. - 5 SECTION 4: Unsecured Loans. The Corporation shall not be empowered to—make—an unsecured loans or other indebtedness which matures more than one year from the date incurred without the approval of the governing body of the Unit. SECTION 5: Ad Valorem Taxes. The Corporation acknowledges that under the De ve opment Corporation Act of 1979, some question may exist as to whether the properties of the Corporation will be subject to ad valorem taxes levied or to be levied by political subdivisions of the State of Texas. In the event the properties of the Corporation are ruled to be exempt from such taxation, the Corporation (in recognition of the governmental services to be supplied or made available to it) shall annually pay an amount equivalent to the ad valorem taxes which would otherwise have become due. SECTION 6: Seal. The seal of the Corporation shall be as determined by the Board of Directors. SECTION 7: Notice and Waiver of Notice. Whenever any notice whatsoever is required to be g ven un er the provisions of the Act, the Articles of Incorpration or these Bylaws, 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. 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 not lawfully called or convened. Neither the business to be transacted at nor the purpose of any Regular or Special Meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless required by the Board of Directors. SECTION 8: Resi nations. Any director of 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 it effective, unless expressly so provided in the resignation. SECTION 9: Action Without a Meeting of Directors or Committees. Any action which may be taken at a meet ng of the oar erectors 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 unanimous vote and may be stated as such in any articles or document filed with the Secretary of State, the Texas Industrial Commission or any other person. SECTION 10: Approval or Advice and Consent of the Governing Body. To the extent that these Bylaws refer to any approval by the Unit or refer to advice and consent by the Unit, such advice and consent shall be evidenced by a certified copy of a resolu- tion, order or motion duly adopted by the Governing Body. SECTION 11: Organizational Control. The Unit may, at its sole�descretion, at any t_Tm'e, a ter or change the structure orga- nization, programs or activities of the Corporation (including the power to terminate the Corporation), subject to any limitation on the impairment of contracts entered into by such Corporation. SECTION 12: Dissolution of the Corporation. Upon dissolu- tion of the Corporat on, after satisfaction or provision for satisfaction of debts and claims, title to or other interests in - 6 - any real or personal property owned by the Corporation at such time shall be transferred to The City of Lubbock, Lubbock County, Texas, under whose auspices the Corporation was created. SECTION 13: Directors Indemnification. 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 him in con- nection with any claim asserted against him by action in court or otherwise by reason of his being or having been such director or officer, except in relation to matters as to which he shall have been guilty of negilgence or misconduct in respect of the matter in which indemnity is sought. The above and foregoing Bylaws were approved by resolution of The City Council for the City of Lubbock, Texas, on the day of '1980, and adopted by The Board of Directors of Lubbock nndustrial Development Corporation on the day of , 1980. Secretary - 7 -