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HomeMy WebLinkAboutResolution - 4710 - Approves Bylaws - Lubbock Economic Develpment Corporation - 01_12_1995Resolution No. 4710 January 12, 1995 Item #42 RESOLUTION WHEREAS, Art. 5190.6, Section 413, V.A.T.S. requires the City Council of the City of Lubbock to approve the Bylaws of the "Lubbock Economic Development Corporation"; and WHEREAS, the Lubbock Economic Development Corporation is a corporation to be created in accordance with the provisions of Sec. 413 of Art. 5190.6, V.A.T.S.; and WHEREAS, the City Council finds that the Bylaws of the "Lubbock Economic Development Corporation" attached hereto as Exhibit A are appropriate for the operation of the corporation to be created; and WHEREAS, the City Council desires to be of record as to the content of the Bylaws approved for the operation of the Lubbock Economic Development Corporation; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1. THAT the Bylaws of the "Lubbock Economic Development Corporation" attached hereto as Exhibit A and made a part hereof for all purposes are hereby in all things approved by the City Council of the City of Lubbock. SECTION 2. THAT upon approval of these Bylaws by the Board of Directors of the Lubbock Economic Development Corporation the City Secretary shall bring this matter back to the City Council for the Council to review and affirm the actions of said Board. y'1/O Passed by the City Council this A.Ti EST: etty . Johns n, City Secretary APPROVEH'Ag-TD CONTENT: Rod Ulk, Director of Business Development APPROVED AS TO FORM: Ross, Jr., City Attorney JCR:da ccdocsBYL W S.ED.res January 3, 1995 K BYLAWS OF LUBBOCK ECONOMIC DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS SECTION 1. Purpose. The Corporation is incorporated for the purpose of arranging for the acquisition of land, the construction of; the operation of, and the maintenance of a municipality owned multipurpose facility to be used for sports, athletic, entertainment, tourist and convention activities and purposes, and in addition thereto, to undertake other economic development projects as may be authorized by Art. 5190.6, Sec. 4B, Tex. Rev.Civ.Stat.Ann., as amended and other applicable laws. SECTION 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by Section 413 of the Act, and shall have all of the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the 'Board") and, subject to the restrictions imposed by law, by the Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of seven (7) directors, each of whom shall be appointed by the City Council (the "Council") of the City. (c) The directors constituting the first Board shall be those directors named in the Articles of Incorporation. Two (2) members of the first Board shall serve terms of two (2) years, two (2) members of the first Board shall serve terms of three (3) years and three (3) members of the first Board shall serve a term of one (1) year. The respective term of the initial Board shall be determined by drawing. Thereafter, each successor member of the Board shall be appointed and shall serve a term of three (3) years or until his or her successor is appointed unless sooner removed by the governing body as provided in the Articles of Incorporation. (d) Any director may be removed from office by the Council at will. SECTION 2. Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at the principal office of the Corporation as specified in Article VII of the Articles of Incorporation. SECTION 3. Notice of Meetings. (a) Regular meetings of the Board shall be held without the necessity of notice to the Board members at such times and places as shall be designated from time to time by the Board. Special meetings of the Board shall be held whenever called by the President, by the Secretary, by a majority of the directors, by the Mayor of the City, or by the City Council. (b) The Secretary shall give notice to each director of each Special Meeting in person or by mail, telephone or telegraph, at least two (2) hours before 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 director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon consistent with applicable law. This Section shall not be construed so as to be inconsis- tent with the Texas Open Meetings Law. (c) Whenever any notice is required to be given to the Board, 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 or her post office address as it appears on the books of the 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 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. 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. SECTION 4. OQ"n Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meetings Act, Sec. 551.001 V.T.C.A., Government Code, as amended. The Board shall determine and designate a place readily accessible to the general public at all times for the timely posting of its agenda or use the City Hall bulletin boards. SECTION 5. Quorum. A majority of the directors shall constitute a quorum for the conduct of the official business of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law. SECTION 6. Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the President shall preside, and in the absence of the President, the Vice President shall exercise the powers of the President. LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS--- PAGE 2 (c) The Secretary of the Corporation shall act as Secretary of all meetings of the Board, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting. SECTION 7. Committees of the Board. The Board may designate two or more directors to constitute an official committee of the Board to exercise such authority of the Board as may be specified in the Resolution. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each 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 principal office of the Corporation. SECTION 8. Coensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. SECTION 9. Attendance at Meetings. Due to the very important work of the Board, regular attendance of all regular and special meetings of the Board is required of all members. The Board shall therefore follow the following policy on attendance: (a) A Board member who has three (3) consecutive unexcused absences during any calendar year from either a regular or special meeting of the Board automatically forfeits his position as a member of the Board. (b) A Board member who, for any reason, is absent from 50% of the regular or special meetings of the Board during any calendar year automatically forfeits his position as a member of the Board. (c) An absence may be excused by the Board for any of the following reasons: (1) Illness of the Board member. (2) Illness, death or hospitalization of a family member. (3) Jury duty. (4) Out of town travel related to business of the Board member. (d) An absence from a special meeting of the Board may be excused by the Board for any of the reasons set forth in Subsection (c) of this Section and in addition thereto a Board member may be excused from attendance at a special meeting where a previous commitment prevents his attendance at such special meeting. (e) All excused absences of a member of the Board shall be duly recorded in the minutes of the corporation. (f) The president of the corporation shall notify the City Council when a member of the Board has forfeited his position as a member of the Board as afore -stated and shall request a replacement. SECTION 10. Vacancy. A vacancy occurring on the Board for any reason shall be filled by appointment made by the City Council. Any new member so appointed shall LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PAGE 3 meet the qualifications for directors as set forth in Article Eight of the Articles of Incorporation. SECTION 11. Voting. Directors must be present to vote on any matter pending before the Board and the act of a simple majority of the directors present at any meeting for which a quorum is present shall be the act of the Board. In the event a quorum is not present, the president shall adjourn the meeting. ARTICLE III OFFICERS SECTION 1. Officers of the Corporation. The elected officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer. The Board may resolve to elect one (1) or more Assistant Secretaries or one (1) or more Assistant Treasurers as it may consider desirable. Such officers shall have the authority and perform the duties of the office as the Board may from time to time prescribe or as the Secretary or Treasurer may from time to time delegate to his or her respective Assistant. Any two (2) or more offices may beheld by the same person, except the office of President. SECTION 2. Selection of Officers. The initial President and Vice President shall be elected by the Board and shall serve a term of one (1) year. On the expiration of the term of office of the original President and Vice President, the Board shall select from among its members individuals to hold such office. The term of office of the President and Vice President shall always be for a period of one (1) year; provided, however, that the President and Vice President continue to serve until the election of their successors. The Secretary and Treasurer shall be selected by the members of the Board and shall hold office for a period of one (1) year; provided, however, that they shall continue to serve until the election of their successors. Elections shall be held at the annual meeting of the Board. SECTION 3. Vacancies. Vacancies in any office which occur by reason of death, resignation, disqualification, removal, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term of that office, in the same manner as other officers are elected to the Board. SECTION 4. Prudent. The President shall be the presiding officer of the Board with the following authority: (a) Shall preside over all meetings of the Board. (b) Shall have the right to vote on all matters coming before the Board. (c) Shall have the authority, upon notice to the members of the Board, to call a special meeting of the Board when in his judgment such meeting is required. In addition to the above -mentioned duties, the President shall sign with the Secretary of the Board any deed, mortgage, bonds, contracts, or other instruments which the Board of Directors has approved and unless the execution of said document has been expressly delegated to some other officer or agent of the Corporation by appropriate Board resolution, by a specific provision of these Bylaws, or by statute. In general, the LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS--- PAGE 4 President shall perform all duties incident to the office, and such other duties as shall be prescribed from time to time by the Board of Directors. SECTION 5. Vice Pre ident. In the absence of the President, or in the event of his or her inability to act, the Vice President shall perform the duties of the President. When so acting, the Vice President shall have all power of and be subject to all the same restrictions as are placed upon the President. The Vice President shall also perform other duties as from time to time may be assigned to him or her by the President. SECTION 6. Sear. The Secretary shall keep, or cause to be kept, at the registered office a record of the minutes of all meetings of the Board and of any committees of the Board. The Secretary shall also file a copy of said minutes with the City and the same to be given, in accordance with the provisions of these Bylaws, or as required by the Texas Open Meetings Act or the Texas Open Records Act or other applicable law. The Secretary shall be custodian of the corporate records and seal of the Corporation, and shall keep a register of the mailing address and street address, if different, of each director. The Secretary shall perform any other duties required of such office as set forth in these Bylaws or as may be directed by the Board. SECTION 7. Treasurer. The Treasurer shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these Bylaws. When necessary or proper, the Treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes and other obligations in or drawn upon such bank or banks or depositories as shall be designated by the Board consistent with these Bylaws. The Treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The Treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his duties in such form and amount as the Board or the Council may require. SECTION 8. Selection of Officers. The officers of the Corporation shall be elected from the members of the Board. SECTION 9. Compensglion. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for the actual expenses incurred in the performance of their duties hereunder. SECTION 10. Bonds. The President, Vice President, and Treasurer of the Board shall each give an official bond in the sum of not less than ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00). The bonds referred to in this Section shall be considered for the faithful accounting of all monies and things of value coming into the hands of such officers. The bonds shall be procured from some regularly accredited surety company authorized to do business in the State. The premiums therefor shall be paid by the Corporation. A copy of each officer's bond shall be filed with the City Secretary. ARTICLE IV STAFF SUPPORT SECTION 1. Director. The Corporation may employ a Director of Economic Development. The Director of Economic Development, if so employed, shall serve as Chief Administrative Officer of the Corporation and shall oversee the administrative LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PAGE 5 functions of the Corporation. The Director shall report to the Board and keep the Board fully informed as to his duties. In addition, the Director shall develop policies and procedures for the Corporation including financial, accounting, and purchasing policies and procedures, which policies and procedures aforementioned shall become effective only after approval by the Board of Directors and acceptance by the City Council of the City. SECTION 2. Other Employees. The Corporation may employ such full or part- time employees as needed to carry out the programs of the Corporation, provided however, that such positions have been approved by the City Council in the annual operating budget of the Corporation. These employees shall perform those duties as are assigned to them by the Director of Economic Development. The Director of Economic Development shall hire, direct, and control the work of all Corporation employees. SECTION 3. Benefits. To the extent that the Board hires a Director of Economic Development or other employees, the Board may establish a fringe benefit package for such employees to include, by way of examples and not by way of limitations, health, dental and life insurance and worker's compensation insurance. Such benefits shall be included in the annual operating budget approved by the City Council. SECTION 4. City Services. The creation of this Corporation is for the purpose of promoting economic development of the City and in accordance with Section 380.001 of the Texas Local Government Code. The Corporation may utilize employees of the City of Lubbock to discharge the duties set forth in Section 1 and/or 2 of this Article. In the event the Corporation determines to avail itself of these services, it shall direct its request for such services to the City Manager of the City. The City Manager upon receipt of such request shall undertake the following: (a) Determine whether existing personnel are capable of performing the services requested. (b) Determine if additional personnel would be required to perform the services requested. (c) Determine all costs associated with providing existing or new personnel to provide requested services including a reasonable cost to cover overhead of the City. (d) Advise the Board of all cost factors involved to comply with the Board's request for services. The Board shall upon receipt of the above information determine if it shall utilize the services of City personnel and if so, shall contract with the City to provide those services. The Contract shall set forth the specific services to be provided and the consideration to be paid by the Board to the City for such services. SECTION 5. Administrative Costs. In no event shall the administrative costs of discharging the duties of the Corporation, hereinafter set forth, exceed ten percent (10%) of the total revenues received by the Corporation unless specifically approved by the City Council of the City. SECTION 6. Definition. Administrative costs for the purposes of this Article shall include all costs of the Corporation incurred in implementing and monitoring its programs including personnel cost, rents, office expenses, supplies, telephone, travel, LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PAGE 6 accounting and similar expenses necessary for the Corporation to carry out its duties on a daily basis, but such term shall not include costs of any nature necessary to undertake, implement or conclude a project as that term is defined in Section 2(10) of Article 5190.6, V.A.T.S. ARTICLE V CONTRACTS FOR SERVICES SECTION 1. Authorization. The Corporation may contract with any qualified and appropriate person, association, corporation or governmental entity to perform and discharge designated tasks of work which will aid or assist the Board in the discharge and performance of its duties. However, no such contract shall ever be entered into which seeks or attempts to divest the Board of Directors of its discretion and policy making functions. SECTION 2. Approval by City. Approval of the City Council of the City shall be required on any contract entered into by the Board pursuant to SECTION 1 of this Article before such Contract shall be binding. ARTICLE VI DUTIES OF THE BOARD SECTION 1. General Duties. The Board may solicit, encourage, undertake, implement and conclude "Projects" as that term is defined in Section 2(10) or Section 413(2) of Article 5190.6, V.A.T.S. and may incur "Cost" as that term is defined in Section 2(4) of Article 5190.6, V.A.T.S. necessary to discharge the above named general duties of the Board subject, however, to the provisions of Section 2 of this Article. SECTION 2. City Council Approval. (a) The Board may undertake a "Project" as that term is defined in Section 2(10) or Section 4B(2)of Article 5190.6, V.A.T.S. for the creation of a municipality owned multipurpose facility to be used for sports, athletic, entertainment, tourist and convention purposes and activities, such project to include the acquisition of land necessary for the construction of such facility and the operation and maintenance of such facility upon its completion. The Board may incur costs for such project as authorized by Section 2(4) of Art. 5190.6 V.A.T.S. as may be necessary. Such multipurpose facility shall be known as the "Buddy Holly Special Events Center". (b) On any project other than the project described in subsection (a) of this section, the Board shall give notice describing such project to the City Council of the City of Lubbock thirty (30) days in advance of any notice published announcing said project. The City Council may by resolution of said Council veto said project by delivering a copy of said resolution to the Board prior to the expiration of said thirty (30) day period of time herein set forth. (c) Before expending funds to undertake a project, the Board shall hold at least one public hearing on the proposed project. LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PAGE 7 (d) Except as set forth in subparagraph (a) of this article, the Board shall only undertake other "projects", as that term is defined in this article, upon compliance with the terms and provisions of Section 4B, subsection (2)(B) (a-1) and (a-2) of Art. 5190.6 V.A.T.S. providing notice to the public of such proposed project and an opportunity to petition the governing body of the City of Lubbock for an election to be held to approve or disapprove such project and associated maintenance and operation costs. SECTION 3. Promotional Expenditures. The Board may spend no more than ten percent (10%) of corporate revenues for promotional purposes. SECTION 4. Budget Duties. (a) The Board shall prepare and submit to the City Council for approval an operating budget prior to the commencement of each fiscal year of the Corporation. In submitting the operating budget to the City Council, the Board shall submit the operating budget on forms prescribed by the City Manager and in accordance with the annual budget preparation schedule as set forth by the City Manager. The operating budget shall be submitted to the City Manager for inclusion of same in the annual budget presentation made by the City Manager to the City Council. The operating budget shall list expected revenues and proposed expenditures of the Corporation for the next fiscal year of the Corporation and such other budgeting information as may be required. The operating budget so submitted shall be approved or modified by the City Council, and when so approved or modified shall represent approval of the expenditures and programs contained therein. (b) In the event that the Corporation is created and begins its activities during the current fiscal year of the City, the Board shall file a start up operating budget, which operating budget shall reflect the expected revenues and expenses of the Corporation, for the remaining part of the fiscal year. The start up operating budget shall be forwarded to the City Manager and presented to the City Council for approval or modification by the City Council. The start up operating budget once approved or modified by the City Council shall represent approval by the City Council of the expenditures and programs contained therein. (d) The fiscal year of the Corporation shall be the same fiscal year followed by the City. SECTION S. Financial Administration. (a) 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. (b) In accordance with the provisions of Article IV, Section 4 of these Bylaws, the Corporation may contract with the City for the requirements set forth in subparagraph (a) of this Section. (c) The Corporation shall cause its books, records, accounts and financial statements to be audited at least once each fiscal year by an outside independent certified public accounting firm selected by the Board. Such audit shall be at the expense of the Corporation and copies of such audit shall be delivered to the City Council and City Manager for review. LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PAGE 8 (d) All checks, drafts, or orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed or bear the facsimile of the President and Treasurer of the Corporation. (e) All funds received by the Corporation shall be deposited on a regular basis to the credit of the Corporation in a local bank which shall be federally insured and which shall be selected by the Board. (f) The Corporation may accept on behalf of the Corporation any contribution, gift, bequest or device for use of the Corporation in discharging its duties. (g) Temporary and idle funds of the Corporation which are not needed for immediate obligations of the Corporation may be invested in the same manner as the funds of the City might be invested. (h) No issue of bonds, including refunding bonds, shall be delivered by the Corporation without a resolution of the City Council adopted no more than sixty (60) days prior to the date of delivery of the bonds specifically approving the resolution of the Corporation providing for the issuance of the bonds. (i) The Board shall, prior to the issuance of any bonds by the Corporation, select a qualified Financial Advisor and Bond Council, which selection shall be submitted to the City Council for approval. 0) The City at all times during the existence of the Corporation shall have access to the documents and records required in subparagraph (a) of this Section. SECTION 6. Reporting Dutics. The Board shall make the following reports to the City Council of the City concerning the work of the Corporation: (a) The Board shall file quarterly written reports with the City Council and the City Manager. The first such quarterly report shall be filed ninety (90) days after the first meeting of the Board and a similar written report shall be filed as abovementioned every ninety (90) days thereafter. These written reports shall keep the City apprised of the work of the Board in discharging its assigned duties and set forth a quarterly accounting of all funds received and expenditures made by the Board. (b) The Board shall prepare and file with the City Council and City Manager in writing any report specifically requested by the City Council. (c) Once each fiscal year, the President of the Corporation together with such other officers of the Corporation as the Board may direct, shall make an oral presentation to the City Council to report to and update the City Council on the work of the Board and the accomplishments of the Corporation. This oral presentation shall include the following: (1) A review of the audit of the books and records of the Corporation as heretofore required to be made by the Corporation on a yearly basis. (2) A review of the "Projects" completed by the Corporation and the economic results generated from such projects. LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PAGE 9 (3) A review of all expenditures made by the Board during its current fiscal year in discharging the Board's duties. (4) A general review of the work and activities of the Corporation during its current fiscal year. (5) A report on any other matters concerning the work of the Corporation or the Board as may be requested by the City Council. The first oral presentation and report to be made under this subparagraph shall be made by the Board not later than sixty (60) days following the close of its current fiscal year. Oral presentations as used in this subparagraph shall not be taken to mean that the Board shall be prohibited from submitting charts, reports, written comments or any other manner of supporting information to the City Council which will aid the Board and assist the City Council in its annual review of the work of the Board and the Corporation. (d) The Board shall attend the meeting of the City Council at which its annual fiscal budget is to be considered and shall respond to all inquiries con- cerning said budget as might be made by the City Council. ARTICLE VII BOARD'S RELATIONSHIP WITH CITY COUNCIL SECTION 1. Management by Board. The affairs of the Corporation shall be managed by the Board of Directors. The Board shall be responsible for oversight of the daily operations of the Corporation, accomplishing the public purpose for which the Corporation is organized (Article Four, Articles of Incorporation), and discharging all the duties required of the Corporation whether set forth in these Bylaws, the Articles of Incorporation, or the State law applicable to the affairs of the Corporation. SECTION 2. Reserved Powers. Notwithstanding the Board's control over the affairs of the Corporation as set forth in Section 1 above, it is to be recognized by the Board that Article 5190.6, V.A.T.S. which provides for the creation of this Corporation and the appointment of its Board of Directors, sets forth and specifies certain controls over the Corporation by the governing body of the City creating the Corporation. To avoid confusion and to provide for the orderly operation of the Corporation by the Board, the controls reserved to the City Council are as follows: (a) All Bylaws of the Corporation or amendments thereto must be approved by the City Council. (Art. 5190.6, Sections 13 and 23(a)9, V.A.T.S.). (b) The Articles of Incorporation may be amended by the Board but only after approval of such amendment has been obtained by the Board from the City Council. (Art. 5190.6, Sec. 17(a), V.A. T.S.). (c) The Articles of Incorporation may be amended at any time by the City Council at its sole discretion. (Art. 5190.6, Sec. 17(b), V.A.T.S.). (d) The City Council will approve all programs and expenditures of the Corporation (Art. 5190.6, Sec. 21, I!A.T.S.). NOTE. Expenses LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PAGE 10 contained in the operating budget of the Corporation, are approved by the City Council upon approval of the operating budget of the Corporation by the City Council. (e) The financial statements of the Corporation will be reviewed on an annual basis by the City Council. (Art. 5190.6, Sec. 21, VA. T.S.). (fj The City Council will have access to the books and records of the Corporation. (Art. 5190.6, Sec. 21, Y.A. T.S.). (g) No issue of Bonds shall be delivered by the Corporation without prior approval of the City Council. (Art. 5190.6, Sec. 25(1), Y.A.T.S.). (h) The City Council at its sole discretion may at any time alter the programs or activities of the Corporation. (Art. 5190.6, Sec. 34, V.A. T. S.). (i) The City Council has oversight control of all powers to be exercised by the Corporation. (Art. 5190.6, Sec. 23(a)(11), V.A.T.S.). SECTION 3. Board _Cooperation. The Board shall determine its programs, projects, tasks of work, activities and financial arrangements within the limitations of the duties herein imposed by these Bylaws, the Articles of Incorporation and the provisions of Art. 5190.6, V.A.T.S. and the Board shall cooperate fully with the City Council to this end. ARTICLE Vill INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES SECTION 1. Governmental Functions. As provided in the Act and in the Articles of Incorporation, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. SECTION 2. Indemnification. The Corporation shall indemnify each and every member of the Board, its officers, and its employees, and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. SECTION 3. Insurance. To allow the Corporation to meet its commitments assumed under Section 2 of this Article, the Board may by resolution, duly adopted by the Board and approved by the City Council, elect to be covered by the City self insurance fund and to pay into such fund reasonable costs for such coverage. LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PAGE 1 1 ARTICLE IX EXPENDITURES OF CORPORATE MONEY SECTION 1. General Authority. The monies of the Corporation, including sales and use tax collected pursuant to Section 4B of the Act, monies derived from the repayment of loans, rents received from the lease or use of property, the proceeds from investment of funds of the Corporation, the proceeds from the sale of property and the proceeds derived from the sale of obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (a) Expenditures from the proceeds of obligations shall be identified and described in the orders, resolutions, indentures or other agreements submitted to and approved by the City Council prior to the sale and delivery of the obligations to the purchasers thereof as required by Article VI, Section 5(h) of these Bylaws. (b) Except as set forth in Article VI, Section 2(b) of these Bylaws, no "cost" shall be incurred on a project until approval has been secured as set forth in Article VI of these Bylaws. (c) All other proposed expenditures shall be made in accordance with the limitations contained in the approved annual operating budget of the Corporation or any amendments approved thereto. SECTION 2. Financial Advisor. The Board shall use the services of their Financial Advisor to assist the Board in complying with the requirements of Section la of this Article. ARTICLE X AMENDMENTS TO BYLAWS SECTION 1. Amendments. These bylaws may be amended or repealed and new bylaws may be adopted by the Board only in the following manner: (a) No amendment, repeal or adoption of new bylaws shall be considered by the Board except at a special meeting called for such purpose and for which notice has been given to each Board member, as required by these bylaws, which notice shall specifically state that action on the bylaws is the purpose for such special meeting. (b) At the special meeting called to amend, repeal or adopt new bylaws, all members of the Board must be present in person before such action may be considered by the Board. (c) The proposed amendment, repeal or the new bylaws to be adopted shall be delivered to each member of the Board five (5) days in advance of the special meeting called to consider such action. LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PAGE 12 (d) The affirmative vote of four (4) members of the Board on any amendment, repeal or adoption of new bylaws is required before such action by the Board may be submitted to the City Council for approval. SECTION 2. City Council Approval. No action by the Board under Section 1 of this article shall ever become effective unless the City Council approves such action. ARTICLE XI DISSOLUTION The corporation may only be dissolved in accordance with Article 5190.6, V.A.T.S., as amended. ARTICLE XII MISCELLANEOUS PROVISIONS SECTION 1. Principal Office. The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Articles of Incorporation or as determined by the Board upon resolution duly passed by the Board and filed in the records of the Corporation. The principal and registered office must however be within the City limits of the City. SECTION 2. A en . The Board may designate a registered agent other than its initial registered agent set forth in the Articles of Incorporation provided that said registered agent is an individual resident of the State. The Board shall notify the Secretary of State of any such substitute registered agent. SECTION 3. Sea. The seal of the Corporation shall be as determined by the Board. SECTION 4. Resignations. An officer of the Corporation may resign his office at any time by notifying the Board in writing of such action. A Director of the Corporation may resign his office at any time by notifying the City Council in writing of such action. The acceptance of a resignation shall not be necessary to make it effective. SECTION 5. Open Records. The Corporation is required by law to comply with the Texas Open Records Act. SECTION 6. Joint Meetings. The Board and the City Council may find it to be in the best interest of the Corporation and the City to hold joint meetings for the purpose of entering into discussions of the overall economic development activities and direction of programs carried on by the Board on behalf of the City. Such meeting may be arranged by the Mayor contacting the President of the Corporation or the President of the Corporation contacting the Mayor for such purposes. Both the Board and the City Council will post separate agenda settings for the date, time, place and agenda of any such meetings in compliance with the Texas Open Meetings law. SECTION 7. Conflicts of Interest. The Board shall comply with the provisions of Section 171.0001 through Section 171.009 of the Texas Local Government Code, as amended, which Sections regulate conflicts of interest. LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PAGE 13 SECTION 8. Public Hearings. In discharging its duties, the Board may find that Article 5190.6, Section 2(10) requires the City Council of the City to hold designated public hearings. In such cases the Board shall cooperate with the City Manager or his designee in arranging such required public hearing. SECTION 9. Construction. These Bylaws shall be construed, consistent with the Articles of Incorporation and Article 5190.6, V.A.T.S. and in the event of any inconsistency, the Articles of Incorporation shall always control over the Bylaws and the provisions of Article 5190.6, V.A.T.S., as amended, shall control over the Bylaws and Articles of Incorporation. These Bylaws shall be construed in accordance with the laws Of the State of Texas. SECTION 10. Electronic Recording of Meetings. The Board will provide for the electronic recording of all the meetings of the Board and for the proper storage of all such recordings. SECTION 11. Definitions. For the purpose of these Bylaws the following words shall be given the following meaning: (a) Cost: This term is defined in Section 2(4) of Article 5190.6, V.A.T.S., as amended, and shall be understood and interpreted as defined in said statute. (b) Programs: This term shall be understood to mean the broad areas of work undertaken or to be undertaken by the Board. (c) Projects: This term is defined in Section 2(10) or 413(2) of Article 5190.6, V.A.T.S., as amended, and shall be understood and interpreted as defined in said statute. (d) Work or Activities of the Board: This shall mean all of the tasks engaged in by the Board or for which the Board has oversight responsibility which are undertaken to solicit, encourage, undertake, implement and conclude a "Project" which "Project" is within one or more of the programs to be accomplished by the Board. ARTICLE XIII EFFECTIVE DATE These Bylaws shall become effective upon the occurrence of the following events: (a) The approval of the Bylaws by the City Council. (b) The adoption of these Bylaws by the Board. LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS--- PAGE 14 CERTIFICATION BY CORPORATION SECRETARY 1 certify that I am the duly elected and acting Secretary of the "LUBBOCK ECONOMIC DEVELOPMENT CORPORATION" and that the foregoing Bylaws constitute the Bylaws of the Corporation. These Bylaws were duly adopted at a meeting of the Board of Directors held on the day of 19 DATED , 19 Secretary of the Corporation LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PACE 15 CERTIFICATION BY CITY SECRETARY I certify that I am the duly appointed City Secretary of the City of Lubbock and that the foregoing Bylaws were presented to and approved by the City Council of the City of Lubbock by Resolution No. passed on the day of 19 at a regular meeting of the City Council. DATED , 19 JCR:da cityattlED-B Yl, W S. DOC December 9, 1994 City Secretary of the City of Lubbock LUBBOCK ECONOMIC DEVELOPMENT CORPORATION BYLAWS --- PAGE 16