HomeMy WebLinkAboutResolution - 2004-R0259 - Approval Of Articles Of Incorporation And Bylaws - LEDA - 05/25/2004RESOLUTION
Resolution No. 2004-R0259
May 25, 2004
Item No. 34"
WHEREAS, on November 4, 2003, the citizens of the City of Lubbock voted to
approve a sales tax for the purposes of economic development in the City; and
WHEREAS, the election was conducted pursuant to the provisions of Article
5190.6 of the Texas Revised Civil Statutes which provides for the establishment of an
economic development corporation in conjunction with collecting the sales tax for
economic development purposes; and
WHEREAS, the City Council finds that the proposed Articles of Incorporation
and Bylaws of the Lubbock Economic Development Alliance, Inc. are the most
appropriate to satisfy the terms of required state law while providing the City with the
best economic development establishment. NOW THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the City Council of the City of Lubbock hereby approves the Articles of
Incorporation and Bylaws of the Lubbock Economic Development Alliance, Inc. Said
Articles and Bylaws are attached hereto and incorporated in this resolution as if fully set
forth herein and shall be included in the minutes of the City Council.
Passed by the City Council this __ 2_5_t_h ___ day of ___ Ma--"y ____ , 2004.
ATTEST:
AP ROVED AS TO CONTENT: \ ~------~
h ',
Anita Burgess, Acting Assistant
APPROVED AS TO FORM:
, Assistant City Attorney
j _
Corporations Section
P.0.Bot.13697
A.ustiri, Texas 78711-3697
June 02, 2004
Office of the Secretary of State
Blumberg Excelsior Corporate Services, Inc.
814 San Jacinto Blvd., Ste. 303
A~ TX 78701 USA
RE: Lubbock Economic Development Alliance, Inc.
File Number: 800348596
Geoffrey S. Connor
Secretary of State
It has been our pleasure to file the articles of incorporation and issue the enclosed certificates of
incorporation evidencing the existence of the . corporation created under the provisions of the
Development Corporation Act of 1979. One certificate should be included with the records of the
corporation. The second certificate is to be provided to the governing body of the unit under whose
auspices the corporation was created.
As a development corporation, the corporation may be exempted from state franchise taxes under the
provisions of Sec. 171.074 of the Texas Tax Code. To claim this exemption, contact the Comptroller
by calling (800) 252-1381, by e-mail to tax.help@cpa.state.tx.us or by writing P. 0. Box 13528,
Austin, TX 78711-3528. Telephone questions regarding other business taxes, including sales taxes,
should be directed to (800) 252-5555. Information on exemption from federal taxes is available from
the Internal Revenue Service. Corporations created under the provisions of Section 4A or 4B of the
Development Corporation Act shall submit a report to the Comptroller of Public Accounts not later
than February 1st of each year. Please contact the comptroller for information regarding the filing of
this report.
It is important for the corporation to continuously maintain a registered agent and office in Texas as
this is the address to which the service of process and official notices will be sent. Failure to maintain
a registered agent or office in Texas, failure to file a change to the agent or office information, or
failure to file · a report when requested may result in involuntary dissolution of the corporation.
Additionally, a non-profit corporation will file documents with the Secretary of State if the corporation
needs to amend one of the provisions in its articles of incorporation.
If we can be of further service at any time, please let us know.
Sincerely,
Corporations Section
Statutory Filings Division
(512) 463-5555
Enclosure
Come visit us on the internet at http://www.sos.state.tx.us/
PHONE(512) 463-5555 FAX(512) 463-5709
Prepared by: Unda Oemuenden
TTY7-1-1
. ' Corporations Section
P.0.Box 13697
Austin; Texas 78711-3697
Office of the Secretary of State
CERTIFICATE OF INCORPORATION
OF
lieotfrey S. Connor
Secretary of State
Lubbock Economic Development Alliance, Inc.
Filing Number: 800348596
The undersigned, as Secretary of State of Texas hereby certifies that Articles of lncoiporation for the
above corporation pursuant to the provisions of the Development Coiporation Act of 1979 have been
received in this office and have been found to conform to law.
ACCORDINGLY, the undersigned, as such Secretary of State, and by virtue of the authority vested in the
Secretary by law, hereby issues this Certificate of Incorporation.
Dated: 06/01/2004
Effective: 06/01/2004
<;~c. .. .,
Geoffrey S. Connor
Secretary of State
Come visit us on the internet at http://www.sos.state.tx.us/
PHONE(512) 463-5555 FAX(512) 463-5709 TTY7-1-l
Prepared by: Linda Gemuenden
' '
ARTICLES OF INCORPORATION
OF
FILED
In the Office of the
Secretary of State of Texas
'JUN 01 200~;
Corporations Section
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom
is at least 18 years of age, and each of whom is a qualified voter of the City of Lubbock, Texas
(the "City''), acting as incorporators of a public instrumentality and non-profit industrial
development corporation under the Development Corporation Act of 1979, as amended, Article
5190.6 Tex. Rev. Civ. Stat. Ann., as amended (the "Act"), with the approval of the City Council
of the City (the "City Council"), do hereby adopt the following Articles of Incorporation for the
Corporation:
ARTICLE ONE
The name of the Corporation is "Lubbock Economic Development Alliance, Inc." (the
"Corporation").
ARTICLE TWO
The Corporation is a non-profit industrial development corporation under the Act and is
governed by Section 4A of the Act. Upon dissolution, all of the Corporation's assets shall be
distributed to the City.
ARTICLE THREE
Subject to the provisions of the Act, the period of duration of the Corporation is
perpetual.
ARTICLE FOUR
(a) The Corporation shall have and may exercise all of the powers described in the
Act, and to the fullest extent allowed by law, the Corporation shall additionally have and may
exercise all of the rights of a Corporation under the Texas Non-Profit Corporation Act, as
amended, Article 1396.101 et seq Tex.Rev.Civ.Stat.Ann. (the "Texas Non-Profit Corporation
Act"). fu addition, and without limiting the foregoing, the exclusive purpose of the Corporation
shall be the promotion of the social welfare of the City, through the following:
1. Retain and expand existing jobs and businesses in Lubbock;
2. Attract new industry and businesses to Lubbock;
3. Promote long term employment opportunities for Lubbockites;
4. Promote and develop industrial and manufacturing enterprises in order to
eliminate unemployment and underemployment;
5. Promote the common good and general welfare of the people of the City;
6. Any other purpose promoting social welfare through economic
development, which is not inconsistent with the Act and applicable
sections of the Internal Revenue Code of 1986, as amended (the "IRC").
(b) The Corporation shall consider the impact on any local business before providing
an incentive to any corporation or entity.
( c) In the fulfillment of its corporate purpose, the Corporation shall have the power to
provide financing to pay the costs of Projects, as defined in the Act, as amended, through the
issuance of bonds, notes, and other forms of debt instruments, and to acquire, maintain, and lease
or sell property, and interests therein, all to be done and accomplished on behalf of the
Corporation and for i~s benefit and to accomplish its public purposes as its duly constituted
authority and public instrumentality, pursuant to the Act and under, and within the meaning of,
the applicable regulations of the United States Treasury Department and the rulings of the
Internal Revenue Service of the United States prescribed and promulgated under and, pursuant to
the IRC.
ARTICLES OF INCORPORATION PAGE20FIO
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
( d) In the fulfillment of its corporate purpose, the Corporation shall have and may
exercise the powers described in Paragraph ( c) of this Article, together with all of the other
powers granted to corporations that are incorporated under the Act and that are governed by
Section 4A thereof, and, to the extent not in conflict with the Act, the Corporation shall
additionally have and may exercise all of the rights, powers, privileges, authorities, and functions
given by the general laws of Texas to non-profit corporations under the Texas Non-Profit
Corporation Act.
(e) The Corporation is a corporation having the purposes and powers permitted by the
Act, pursuant to the authority granted in Article III, Section 52-a of the Texas Constitution, but
the Corporation is not a political subdivision or a political corporation, and the Corporation shall
not exercise any of the powers of sovereignty of the City, including the power to tax (except for
the power to receive and use the sales and use taxes specified in Section 4A of the Act).
However, the Corporation may exercise the power of eminent domain, if granted by the City
Council. For the purposes of the Texas Tort Claims Act, as amended, Texas Civil Practice and
Remedies Code, Section 101.001 et. seq. {the "Texas Tort Claims Act"), the Corporation is a
goverruriental unit and its actions are governmental functions.
(f) No agreements, bonds, notes, or other debt instruments or other obligations,
contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the
agreements, bonds, notes, or other debt instruments or other obligations, or the lending of credit,
or a grant of the public money or things of value, of, belonging to, 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. Any and all of such agreements, bonds, notes, and other debt instruments
and other obligations, contracts and agreements shall be payable solely and exclusively from the
ARTICLES OF INCORPORATION PAGE3 OF lo
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
revenues and funds received by the Corporation from the sources authorized by Section 4A of
the Act and from such other sources as may be otherwise lawfully available and belonging to the
Corporation from time to time.
ARTICLE FIVE
The Corporation has no members and is a non-stock corporation.
ARTICLE SIX
These Articles of Incorporation may be amended in either one of the methods prescribed
in this Article.
(a) Pursuant to the powers of the City contained in Section 17(b) of the Act, the City
Council, by resolution, may amend these Articles of Incorporation by filing amendments hereto
with the Secretary of State as provided by the Act.
(b) The Board of Directors of the Corporation may file a written application with the
City Council requesting approval of proposed amendments to these Articles of Incorporation,
specifying in such application the proposed amendments. If the City Council, by appropriate
resolution, finds and determines that it is advisable that the proposed amendments be made,
authorizes the same to be made, and approves the form of the proposed amendments, the Board
of Directors of the Corporation may proceed to amend these Articles of Incorporation in the
manner provided by the Act.
( c) The Board of Directors of the Corporation shall not have any power to amend
these Articles of Incorporation, except in accordance with the procedures established in
Paragraph (b) of this Article.
ARTICLES OF INCORPORATION PAGE40F 10
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
ARTICLE SEVEN
The street address of the initial registered office of the Coiporation is 1301 Broadway,
Suite 200, Lubbock, Texas 79401, and the name of its initial registered agent at such address is
Gary C. Lawrence.
ARTICLE EIGHT
The affairs of the Corporation shall be managed by a Board of Directors which shall be
composed in its entirety of persons appointed by the City Council. Except for the initial number
and terms of office set forth herein, the number of directors and the terms of office of the
directors shall be fixed by the Bylaws of the Corporation. The names and street addresses of the
persons who are to serve as the initial directors and the dates of expiration of their terms as
directors, are as follows:
1. Jane Anne Stinnett
2. David Smith
3. David Alderson
4. Tony Whitehead
5. Ruben Reyes
Address
3301-B 79th Street
Lubbock, Texas
3017 l 91h Street
Lubbock, Texas 79410
9201 Salisbury A venue
Lubbock, Texas 79424
4618 86th Street
Lubbock, Texas 79424
1715 Norwich Avenue
Lubbock, Texas 79416
Date of
Expiration of Tenn
10101106
10101106
10/01107
10/01/07
10/01/07
Each director shall hold office for the term for which the director is appointed and until a
successor shall have been appointed and qualified, unless sooner removed by the City Council or
if the director resigns. Directors are removable by the City Council at will and must be
ARTICLES OF INCORPORATION PAGE50F!O
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
appointed for a term not in excess of three (3) years. The directors shall serve as such without
compensation, except that they shall be reimbursed for their actual expenses incurred in the
performance of their duties as directors. Any vacancy occurring on the Board of Directors
through death, resignation or otherwise shall be filled by appointments by the City Council to
hold office until the expiration of the term. The directors shall be eligible to serve only two (2)
terms on the Board, which two (2) terms must be consecutive.
A director or employee of the Corporation shall not be related to a current City Council
Member, City Manager, or senior City Staff within the second degree of affinity or third degree
of consanguinity.
All directors of the Corporation shall be subject to the conflicts ~f interest provisions of
state law as provided in Chapter 171 of the Texas Local Government Code.
A director of the Corporation must be a resident of the City, at the time of their
appointment and throughout their term as a director.
1.
2.
3.
ARTICLE NINE
The name and street address of each incorporator is:
Gary C. Lawrence
Richard K. Casner
Jack McCutchin, Jr.
Address
5004 95th Street
Lubbock, Texas 79424
6127 Nashville Avenue
Lubbock, Texas 79413
3926 85th Place
Lubbock, Texas 79423
ARTICLE TEN
A director is not liable to the Corporation for monetary damages for an act or omission in
ARTICLES OF INCORPORATION PAGE60F10
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
the director's capacity, except to the extent otherwise provided by a statute of the State of Texas.
ARTICLE ELEVEN
The Corporation shall indemnify a person who was, is, or is threatened to be made a
named defendant or respondent in litigation or other proceedings because the person is or was a
director or other person associated with the Corporation. As provided in the Bylaws, the Board
of Directors shall have the power to define the requirements and limitations for the Corporation
to indemnify directors, officers, or others associated with the Corporation.
ARTICLE TWELVE
(a) The initial Bylaws of the Corporation shall be in the form approved by the City
Council, in its resolution approving these Articles of Incorporation. Such Bylaws shall be
adopted by the Corporation's Board of Directors and shall, together with these Articles of
Incorporation, govern the internal affairs of the Corporation until and unless amended in
accordance with this Article.
(b) Neither the initial Bylaws nor any subsequently effective Bylaws of the
Corporation may be amended without the consent and approval of the City Council. The Board
of Directors of the Corporation shall make application to the City Council for the approval of any
proposed amendments, but the same shall not become effective until or unless the same shall be
approved by resolution adopted by the City Council.
(c) The Corporation shall, in any contract for financial incentives, require that any
entity receiving financial incentives annually certify or otherwise confirm to the Corporation that
the entity is in compliance with its contractual obligations to the Corporation.
ARTICLE THIRTEEN
The City Council may, in its sole discretion, and at any time, alter or change the structure,
ARTICLES OF INCORPORATION PAGE70F 10
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
organization, programs or activities of the Corporation, and it may terminate or dissolve the
Corporation, subject to the provisions of the Act and subject to the limitation that no such action
shall be taken in any manner or at any time that would impair any contract or right theretofore
executed or granted by the Corporation.
ARTICLE FOURTEEN
(a) No dividends shall ever be paid by the Corporation and no part of its net earnings
remaining after payment of its expenses and other obligations shall be distributed to or inure to
the benefit of its directors or officers, or any individual, private firm, or private corporation or
association, except in reasonable amounts for services rendered . •
(b) 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 transferred and delivered
to the City after satisfaction or provision for satisfaction of all debts and claims.
(c) No part of the Corporations' activities shall consist of the carrying on oflobbying,
or otherwise attempting to influence City or local legislation, on behalf of or in opposition to any
candidate for public office.
(d) The Corporation shall have no power to take any action that would be inconsistent
with the requirements for tax exemption under IRC Section 50l(c)(4) and related regulations,
rulings, and procedures. The Corporation shall have no power to take any action that would, be
inconsistent with the requirements for receiving tax deductible charitable contributions, under
Internal Revenue Code Section 170(c)(2) and related regulations, rulings, and procedures.
Regardless of any other provision in these Articles of Incorporation or state law, the Corporation
shall have no power to:
ARTICLES OF INCORPORATION PAGE80FIO
THE LUBBOCK ECONOMIC DEVEWPMENT ALLIANCE, INC.
. .
(1) Engage in activities or use its assets in a manner that is not in furtherance
of one or more exempt purposes, as set forth above and defined by the
Internal Revenue Code and related regulations, rulings, and procedures,
except to an insubstantial degree.
(2) Serve a private interest other than one that is clearly incidental to an
overriding public interest.
(3) Devote more than an insubstantial part of its activities to attempting to
influence legislation by propaganda or otherwise, except as provided by
the Internal Revenue Code and related regulations, rulings, and
procedures.
( 4) Participate in or intervene in any political campaign on behalf of or in
opposition to any candidate for public office. The prohibited activities
include the publishing or distributing of statements and any other direct or
indirect campaign activities.
(5) Have objectives that characterize it as an "action organization" as defined
by the Internal Revenue Code and related rulings and procedures.
(6) Distribute its assets on dissolution other than for one or more exempt
purposes. On dissolution, the Corporation's assets shall be distributed to
the City of Lubbock for a public purpose.
(7) Permit any part of the net earnings of the Corporation to inure to the
benefit of any private individual.
(8) Carry on an unrelated trade or business, except as a secondary purpose
ARTICLES OF INCORPORATION PAGE90F10
THE LUBBOCK ECONOMIC DEVEWPMENT ALLIANCE, INC.
' .. . .
related to the Corporation's primary, exempt, purposes.
ARTICLE FIFTEEN
The City has specifically authorizetl the Corporation, by Resolution, to ac! on its behalf to
further the public purposes stated in said Resolution and in these Articles of Incorporation, and
the City has by said Resolution approved these Articles of Incorporation. A copy of said
Resolution is on file among the permanent public records of the City and the Corporation.
DATEDthe~{bdayof W,4)1 ,2004.
/
INCORPORATORS
GARYC.LAWRENCE
RICHARD K~ CASNER
JMc,J'./vrtU:Articles oflncorporation-4.wpd/May 2S, 2004
ARTICLES OF INCORPORATION PAGE100FIO
THE LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
# I 0 0.
BYLAWS OF
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
Section I. Purpose.
ARTICLE I
PURPOSE AND DUTIES
Lubbock Economic Development Alliance, Inc. (the
"Corporation") is incorporated for the purposes set forth in Article Four of its Articles of
Incorporation, and in accordance with the Development Corporation Act of 1979, as amended,
Article 5190.6, Tex. Rev. Civ. Stats., Ann. (the "Act"), and other applicable laws.
Section 2. Duties. In the fulfillment of its corporate purpose, the Corporation shall be
governed by Section 4A of the Act, and shall have all of the powers set forth and conferred in its
Articles of Incorporation, in the Act, in the Texas Non-Profit Corporation Act, as amended,
Article 1396.101 et. :seq. Tex.Rev.Civ.Stats. (the "Texas Non-Profit Corporation Act''), and in
other applicable law, subject to the limitations prescribed therein and in these Bylaws and
Articles of Incorporation.
ARTICLE If
BOARD OF DIRECTORS
Section 1. Powers. Number and Term of Office
(a) The 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, by the Texas Non-Profit Corporation Act, and by these Bylaws. The Board shall
exercise all of the powers of the Corporation.
(b) The Board shall consist of five ( 5) directors, each of whom shall be appointed by
the City Council (the "City Council") of the City of Lubbock, Texas.
( c) The directors constituting the first Board shall be those directors named in the
Articles of Incorporation. Three (3) members of the first Board shall serve terms of two (2)
years, and two members of the first Board shall serve tenns of three (3) years. The respective
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terms of the initial Board shall be determined by the Articles of Incorporation. Thereafter, each
successor member of the Board shall be appointed and shall serve for three (3) years or until his
or her successor is appointed as hereinafter provided.
(d) No member of the Board shall serve more than two (2) terms, which two (2)
terms must be consecutive. Appointment and service for less than a full term shall nonetheless
constitute service of a tenn. A director of the Corporation must be a resident of the City, at the
time of their appointment and throughout their term as a director.
( e) Any director may be removed from office by the City Council at will, by the
affirmative vote of four (4) City Council Members.
(f) The City Council or their designees, the City Manager or his designee, and the
City Attorney or his designee, may attend all meetings of the Board of Directors or Committees,
provided, however, that they may not attend executive meetings, if the Corporation can
demonstrate that such attendance would waive the attorney/client privilege protection of the
Corporation's information. These representatives shall not have the power to vote in the
meetings they attend. Their attendance shall be for the purpose of ensuring that information
about the meetings is accurately communicated to the City Council and to satisfy the City
Council obligation to control the powers of the Corporation.
(g) Regular attendance of the Board meetings is required of all members. The
following number of absences may constitute the need for replacement of a member: three (3)
consecutive absences, or attendance reflecting absences constituting 50% of the meetings over a
twelve ( 12) month period. In the event replacement is indicated, the member will be counseled
by the Chairman of the Board or the CEO. Unless the Chainnan of the Board or the CEO get a
commitment from the absentee director to remedy their attendance at Board meetings, and such
is shown by the directors better attendance at such meetings, the Chairman of the Board or the
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CEO shall submit in writing to the City Secretary the fact that there is a need to replace the
Board member in question.
(h) Any vacancy occurring among Directors on the Board shall be filled by
appointment by the City Council.
Section 2. Meetings. The Board shall meet at least quarterly in the offices of the
Corporation or at such other places within the City as the Board may from time to time
designate. All meetings of the Board shall provide notice thereof as provided and set forth in the
Texas Open Meetings ACt, as amended, Section 551.001 et. seq. Texas Government Code (the
"Texas Open Meetings Act"). Any member of the Board may request that an item be placed on
the agenda by delivering the same in writing to the secretary of the Board no later than ten ( 10)
days prior to the date of the Board meeting. The Chairman of the Board shall set regular
meeting dates and times at the beginning of his/her tenn.
The annual meeting of the Board of Directors shall be the Board meeting for the fourth
(4th) quarter meeting of the Board.
Notice of any meeting of the Board shall be given to the public in accordance with the
requirements of the Texas Open Meetings Act. The notice shall contain information regarding
the particular time, date, and location of the meeting and agenda to be considered. All meetings
of the Board shall be conducted in accordance with the Texas Open Meetings Act.
All meetings of the Board shall be held in the City of Lubbock, Texas.
Section 3. Quorum. Directors must be present in order to vote at any meeting. 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.
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Section 4. 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) The Chairman of the Board of Directors shall preside at all meetings of the Board
of Directors of the Corporation. The Chairman shall direct the Chief Executive Officer ("CEO")
of the Corporation, in the performance of the duties of the CEO as directed by the Board of
Directors. The Chairman may execute any deeds, mortgflges, bonds, contracts, or other
instruments that the Board of Directors have authorized to be executed. However, the Chairnlan
may not execute instruments on behalf of the Corporation, if this power is expressly delegated to
another officer or agent of the Corporation by the Board of Directors, the Bylaws, or statute.
The Chairman shall perform other duties prescribed by the Board of Directors and all duties
incident to the office of chairman.
(c) When the Chairman of the Board of Directors is absent, is unable to act, or
refuses to act, the Vice Chairman shall perform the duties of the Chairman. When the Vice
Chairman acts in place of the Chairman, the Vice Chairman shall have all th~ powers of and be
subject to all the restrictions upon the Chairman. A Vice Chairman shall perform other duties as
assigned by the Chairman or Board of Directcrs ..
( d) 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 S. Committees of the Board. The Board may appoint advisory committees to
provide advice and counsel to the Board. Such committees may not exercise any authority of the
Board. Such committees may include individuals who are not members of the Board, and no
more than two (2) current members of the Board.
n ()
Each member of a committee shall continue as such until his or her successor on the
committee is appointed, unless the committee shall be sooner terminated or unless such member
has ceased to serve on the Board of Directors or such member has been removed from such
committee. Any committee member may be removed from committee membership by the
Chainnan, with Board approval, whenever in their judgment the best interests of the Corporation
would be served by such removal.
Section 6. Board's Relationship With Administrative Departments of the City. Any
request for services made to the administrative department of the City shall be made by the
Board or its designee, or the CEO, in writing to the City Manager. The City Ma,nager may
. approve such request for assistance from the Board, or the CEO, when he finds such requested
services are within the budget parameters previously approved by the City Council. The City
Manager must also find that the requested services are available within the administrative
departments of the City and that the Board, or the CEO, has agreed to reimburse the
administrative department's budget for the costs of such services so provided.
Section 7. Compensation of Directors. Directors shall not receive any salary or
compensation for their services as directors. However, they shall be reimbursed for their actual
and reasonable expenses incurred in the performance of their duties hereinunder.
Section 8. Open Records Act. The Board of Directors is subject to the Texas Open
Records Act, as amended, Section 552.001 et. seq. Texas Government Code (the "Texas Open
Records Act").
Section 9. Annual Economic Development Acivity Report. The Corporation shall
present to the City Council a report of all economic development activity conducted by the
Corporation on an annual basis. The City Council, upon its request, may specify the scope,
breadth and depth of the information to be provided by the Corporation in such a report.
ARTICLE Ill
n
OFFICERS
Section L Titles and Term of Office.
(a) The officers of the Corporation shall be a Chief Executive Officer, President, a
first Vice President, a second Vice President, a Secretary and a Treasurer, and such other officers
as the Board shall elect or appoint at each ·annual meeting of the Corporation. One person may
hold more than one office, except that the President shall not hold the office of Secretary. Terms
of offices of officers shall not exceed three (3) years. If there be no term of an officer exceeding
one (l) year, such officer shall be elected or appointed annually by the Board.
(b) Officers shall be subject to removal from office at any time by a vote of a
majority of the entire Board, unless otherwise governed by the terms of any agreement
concerning their employment by the Corporation.
( c) 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 Chief Executive Officer. The CEO shall be the
Chief Executive Officer of the Corporation. The CEO shall supervise and control all of the
business and affairs of the Corporation. The CEO shall execute any deeds, mortgages, bonds,
contracts, or other instruments that the Board of Directors have authorized to be executed.
However, the CEO may not execute instruments on behalf of the Corporation, if this power is
expressly delegated to another officer or agent of the Corporation by the Board of Directors, the
Bylaws, or statute, including the Act. The CEO shall coordinate all staffing fur all positions,
including professional positions of employees of the Corporation as directed with the advice and
consent of the Board of Directors. The CEO shall perform other duties prescribed by the Boan:l
of Directors and all duties incident to the office of Chief Executive Officer.
Section 3. Powers and Duties of the President. The President shall assist the CEO of
the Corporation, and, subject to the paramount authority of the Board, the President shall be in
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general charge of the properties and affairs of the Corporation. The President shall report to the
CEO.
Section 4. First Yice President. The first Vice President shall have such powers and
duties as may be prescribed by the Board and shall exercise the powers of the President during
that officer's absence or inability to act. Any action. taken by the first 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.
Section 5. Second Vice President. The second Vice President shall have such powers
and duties as may be prescribed by the Board and shall exercise the powers of the first Vice
President during that officer's absence or inability to act. Any action taken by the second Vice
President in the performance of the duties of the President or first Vice President shall be
conclusive evidence of the absence or inability to act of the President or first Vice President at
the time such action was taken.
Section 6. Treasurer. The Treasurer shall have the responsibility to see to the handling,
custody, and security of all funds and securities of the Coiporation in acconiance 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.
The Board may appoint an assistant Treasurer, who shall have all the powa-s and duties
as may be prescribed by the Board, and shall be able to exercise all of the powers of the
Treasurer.
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Section 7. Secretary. The Secretary shall keep the minutes of all meetings of the Board
in books provided for that purpose, shall give and serve all notices, may sign mth 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, shall have charge of the corporate books, records, documents and instruments,
except the books of account and financial records and securities, and such other books and
papers as the Board may direct, all of which shall, at all reasonable times, be open to public
inspection. upon application at the office of the Corporation, during business hours, and shall in
general perform all duties incident to the office of Secretary, subject to the control of the Board.
The Board may appoint an assistant Secretary, who shall have all the powers and duties
as may be pre~ribed by the Board, and shall be able to exercise all of the powers of the
Secret my.
Section 8. Officers. The officers of the Corporation may be named from among the
members of the Board. The Treasurer, assistant Treasurer or any assistant Secretaries may, at
the option of the Board, be employees of the City.
Section 9. Compensation. Officers who are members of the Board 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. Other officers may be
compensated as directed by the Board.
Section 10. Other Employees. The Corporation may employ full or part-time
employees to carry out the programs of the Cmporation. These employees shall perform those
duties as are assigned to them by the Board and/or the CEO. The employees may be dismissed
or terminated by the Board and/or the CEO.
Section 11. Contracts for Seryice. The intent of the Corporation is to keep the number
of full-time employees of the Corporation to a minimum. The Corporation may contract for
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servtces whenever possible instead of employing individuals on a full-time basis. The
Corporation may contract with any qualified and appropriate person, association, corporation or
governmental entity to perform and discharge designated tasks which will aid or assist the Board
in the performance of its duties. However, no such contract shall ever be approved or entered
into which seeks or attempts to divest the Board of Directors of its discretion and policymaking
functions in discharging the duties herein above set forth.
ARTICLE IV
FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 1. General DevelOJ!ment Plan.
(a) The Board shall research, develop, prepare, and submit to the City Council for its
approval, an economic development plan for the City, which shall include proposed methods and
the expected costs of implementation. The plan shall include both short-term and long-term
goals for the economic development of the City, proposed methods for the reduction of
unemployment and underemployment,· and the promotion of employment, through the expansion
and development of a sound economic base for the City.
(b) The Board shall review and update the plan each year, prior to submission of the
annual budget to the City Council.
Section 2. Annual Corporate Budziet. At least sixty (60) days prior to the
commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget
of expected revenues and proposed expenditures for the ensuing fiscal year. The budget shall
contain such classifications and shall be in such form as may be prescribed from time to time by
the City Council. The budget shall mt be effective until the same has been approved by
resolution of the City Council.
The Board may make expenditures within the total budget amount approved by the City
Council so long as such expenditures 1) do not increase the total budget amount previously
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approved by the City Council, and 2) do mt increase any single fund or budget classification by
more than ten ( 10) percent.
Section 3. Books. Records. Audits.
(a) The Corporation shall keep and properly maintain, in accordance with generally
accepted accounting principles, corporate funds, activities~ and affairs.
(b) At the request of the Corporation and with the approval of City Council, the
books, records, accounts, and financial statements of the Corporation may be maintained for the
Corporation by the accountant, staff and personnel of the City. In such event, the Corporation
shall pay to the City reasonable compensation for such services only.
( c) The Corporation shall cause its books, recon:ls; accounts, and financial statements
to be audited at least once each fiscal year by an outside, independent, auditing and accounting
firm selected by the Corporation and approved by the City Council. Such audit shall be at the
expense of the Corporation and shall be a certified audit.
Section 4. Deposit and Investment of Corporate Funds.
(a) All proceeds from the issuance of bonds, notes, or other debt instruments
("Obligations") issued by the Corporation shall be deposited and invested as provided in the
resolution, order, indenture, or other documents authorizing or relating to their.issuance.
(b) All other monies of the Corporation shall be deposited, secured and/or invested in
the manner provided for the deposit, security and/or investment of the public funds of the City.
The Board shall designate the accounts and depositories to be created and designated for such
purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of
the Corporation, upon the signature of its Treasurer and such other persons as the Board shall
designate. The Corporation will ensure that the investment of such funds and accounts shall be
performed in accordance with the Texas Public Funds Investment Act, as amended, Section
2256.001 et. seq. Texas Government Code (the "Texas Public Funds Investment Act").
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( c) At the request of the Corporation and with the approval of the City Council, the
monies of the Corporation may be deposited, secured and/or invested for the Corporation by the
accountant, staff and personnel of the City. In such event, the Corporation shall pay to the City
reasonable compensation for such services only.
Section S. Expenditures of Corporate Money.
(a) The monies of the Corporation, including sales and use taxes collected, pursuant
to Section 4A of the Act, monies derived from the repayment of loans, rents received from the
lease or use of property, the proceeds from the 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, and applicable
income tax law, subject to the following limitations:
(i) Expenditures from the proceoos 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 required by Section 6 of this Article;
(ii) Expenditures that may be made from a fund created with the proceeds of
Obligations, and expenditures of monies derived from sources other than the
proceeds of Obligations, may be used for the purposes of fmancing or otherwise
providing one or more "Projects," as defined in the Act. The specific
expenditures shall be described in a resolution or order of the Board and shall be
made only after the approval thereof by the City Council;
(iii) No bonds may be issued by the Corporation and no Project may be
financed with bond proceeds or other revenues of the Corporation, unless such
bonds or Projects are first approved by the Council; and
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(iv) All other proposed expenditures shall be made in accordance with and
. shall be set forth in the annual budget required by Section 2 of this Article.
Section 6. Issuance of Obli&ations. No Obligations, imluding refunding Obligations,
shall be sold and delivered by the Corporation, unless the City Council shall approve such
Obligations by action taken no more than sixty (60) days prior to the date of sale of the
Obligations.
Section 7. Uncommitted and Unexpended Funds. Any uncommitted or unexpended
funds remaining at the end of a fiscal year shall be retained by the Corporation and considered a
part of the Corporation's fund balance. Such funds may be expended by the Corporation in the
future for any purpose allowed under these B}'iaws and the laws governing the Corporation.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 1. Principal Office.
(a) The principal office and the registered office of the Corporation shall be the
registered office of the Corporation specified in the Articles of Incorporation.
(b} The Corporation shall have and shall continually designate a qualified registered
agent at its registered office, as required by the Act.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same as the same
fiscal year of the City.
Section 3. Seal. The seal of the Corporation shall be as determined by the Board.
Section 4. Resifmations. 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 CEO, President or Secretary. The acceptance
of a resignation shall not be necessary to make it effective, unless expressly so provided in the
resignation.
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Section 5. Approval or Advice and Consent of City CoundL To the extent that these
Bylaws refer to any approval by the City or refer to advice and consent by the City Council, such
advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly
adopted by the City Council.
Section 6. Services of City Staff and Officers. Subject to the paramount authority of
the City Council mxler the Charter of the City, the Corporation shall have the right to utilize the
services of the City Manager, the City Secretary, and the staff and employees of the Finance
Department of the City, provided (i) that the Corporation shall pay reasonable compensation to
the City for such services, and (ii) the performance of such seIVices does not materially interfere
with the other duties of such personnel of the City.
Section 7. Indemnification of Directors, Officers and Employees.
(a) As provided in the Act and the Articles of Incorporation, the Corporation is, for
the purposes of the Texas Tort Claims Act, as amended, Texas Civil Practices and Remedies
Code, Section 101.001 et. seq. (the "Texas Tort Claims Act"), a governmental unit and its
actions are governmental functions.
(b) The Corporation shall indemnify each and every member of the Board, its
officers, and its employees, and each member of the City Collllcil 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. To the extent not in conflict with the Act, the
Texas Non-Profit Corporation Act, the Texas Tort Claims Act, the Articles of Incorporation of
the Corporation, and these Bylaws, such indemnification shall be governed by the following, to-:
wit:
(i) The Corporation shall indemnify a director, officer, committee member,
employee, or agent of the Corporation who was, is, or may be named defendant or
() ()
respondent in any proceeding as a result of his or her actions or omissions within the
scope of his or her official capacity in the Corporation. For the purposes of this Section,
an agent includes one who is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, oole
proprietorship, trust, employee benefit plan, or other enterprise. However, the
Corporation shall indemnify a person only if he or she acted in good faith and reasonably
believed that the conduct was in the Corporation's best interests. In a case of criminal
proceeding, the person may be indemnified only if he or she had no reasonable cause to
believe that the conduct was unlawful. The Corporation shall not indemnify a person who
is found liable to the Corporation or is found liable to another on the basis of improperly
receiving a personal benefit. A person is conclusively considered to have been found
liable in relation to any claim, issue, or matter, if the person has been adjudged liable by
a court of competent jurisdiction and all appeals have been exhausted.
(ii) The termination of a proceeding by judgment, order, settlement,
conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude
indemnification by the Corporation.
(iii) The Corporation shall pay or reimburse expenses incurred by a director,
officer, committee member, employee, or agent of the Corporation, in connection with
the person's appearance as a witness or other participation in a proceeding involving or
affecting the Corporation when the person is not a named def end ant or respondent in the
proceeding.
(iv) In addition to the situations otherwise described in this paragraph, the
Corporation may indemnify a director, officer, committee member, employee, or agent of
the Corporation to the ex.tent permitted by law. However, the Corporation shall not
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indemnify any person in any situation in which indemnification is prohibited by the tenns
of Paragraph (i) above.
(v) Before the final disposition of a proceeding, the Corporation may pay
indemnification expenses permitted by the Bylaws and authorized by the Corporation.
However, the Corporation shall not pay indemnification expenses to a person before the
final disposition of a proceeding if: the person is a named defendant or respondent in a
proceeding brought by the Corporation, or the person is alleged to have improperly
received a personal benefit or committed other willful or intentional misconduct.
(vi) If the Corporation indemnifies a person under the Bylaws, the person may
be indemnified against judgments, penalties, including excise and similar taxes, fines,
settlements, and reasonable expenses (including attorney's fees) actually incurred in
connection with the proceeding. However, if the proceeding was brought by or on behalf
of the Corporation, the indenmification is limited to reasonable expenses actually
incurred by the person in connection with the proceeding.
(vii) Before the Corporation may pay any indemnification expenses (including
attorney's fees), the Corporation shall specifically determine that indenmification is
permissible, authorize indemnification, and determine that expenses to be reimbursed are
reasonable. except as provided in Paragraph (ix) below. The Corporation may make
these determinations and decisions by anyone of the following procedures:
(a) Majority vote of a quorum consisting of directors who, at the time
of the vote, are not named defendants or respondents in the proceeding.
· (b) If such a quorum cannot be obtained by a majority vote of a
committee of the Board of Directors, designated to act in the matter by a
majority vote of all directors, consisting solely of two (2) or more
0 ()
directors, who at the time of the vote are not named defendants or
respondents in the proceeding.
(c) Determination by special legal counsel selected by the Board of
Directors by vote as provided in Paragraph (a) or (b) above, or if such a
quorum cannot be obtained and such a committee cannot be established by
a majority vcte of all directors~
(viii) The Corporation shall authorize indemnification and determine that
expenses to be reimbursed are reasonable in the same manner that it determines whether
indemnification is permissible. If the determination that indemnification is permissible is
made by special legal counsel, authorization of indemnification and determination of
reasonablene~ of expenses shall be made in the manner specified by Paragraph (vii)(c)
above, governing the selection of special legal counsel. A provision contained in the
Articles of Incorporation, the Bylaws, or a Resolution of the Board of Directors that
requires the indemnification permitted above, constitutes sufficient authorization of
indemnification even though the provision may not have been adopted or authorized in
the same manner as the determination that indemnification is permissible.
(ix) The Corporation shall pay indemnification expenses before final
disposition of a proceeding only after the Corporation determines that the facts then
known would not preclude indemnification and the Cotj>oration receives a written
affirmation and undertaking from the person to be indemnified. The determination that
the facts then known to those making the determination would not preclude
indemnification and authorization of payment shall be made in the same manner as a
determination that indemnification is permissible under Paragraph (vii) above. The
person's written affirmation shall state that he or she has met the standard of conduct
necessary for indemnification under the Bylaws. The written undertaking shall provide
() 0
for repayment of the amount paid or reimbursed by the Corporation, if it is ultimately
determined that the person has not met the requirements for indemnification. The
undertaking shall be an unlimited general obligation of the person, but it need not be
secured and it may be accepted without reference to financial ability to make repayment.
ARTICLE VI
EFFECTIVE DATE, AMENDMENTS
Section 1. Effective Date. These Bylaws shall become effective 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.
Section 2. Amendments to Articles of Incoq>oration and Bylaws. The Articles of
Incorporation of the Corporation and these Bylaws may be amended only in the manner provided
in the Articles of Incorporation and the ~ct.
ARTICLE VII
DISSOLUTION
On petition of the requisite percentage of registered voters of the City of
Lubbock, in compliance w.l~ the Act, requesting an election on the dissolution of the
Corporation, the City Council shall order an election on the issue. The election must be
conducted according to the applicable provisions of the Election Code. The ballot for the
election shall be printed to provide for voting for or against the proposition:
"Dissolution of Lubbock Economic Development Alliance, Inc .. " If a majority of
voters voting on the issue approve the dissolution, the Corporation shall continue
operations only as necessary to pay the principal of and interest on its bonds and to meet
obligations incurred before the date of the election and, to the extent practicable, dispose
of its assets and apply the proceeds to satisfy these obligations. When the last of the
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obligations is satisfied, any remaining assets of the Corporation shall be transferred to the
City, and the Corporation will be dissolved.
The City Council may call an election at any time to allow the citizens to decide whether
to dissolve the Corporation and stop the collection of the sales and use tax approved, pursuant to
the Act.
ARTICLE VIII
RECAPTURE OF INCENTIVES PROVIDED
Each entity, which is financially assisted in any manner by the Corporation, shall
provide to the Corporation the number of jobs to be created, the capital investment to be made in
the City and the time period in which the entity agrees to maintain that number of jobs and the
capital investment in the City. The Corporation, before agreeing to provide any financial
assistance to an entity, shall require the entity to execute a contract whereby the entity shall pay
back to the Corporation all or part of the financial assistance expended by the Corporation, if the
number of jobs agreed to, the amount of capital investment and the time period for maintaining
the jobs and capital investment are not satisfied.
ARTICLE IX
SPECIFIC TERMS OF AGREEMENTS
An agreement made under these Bylaws between the Corporation and another
entity must:
a. describe all proposed improvements on the property in question;
b. list the number of jobs to be created by the entity;
c. provide access to and authorize inspection of the property by emplo~es of the
Corporation and the Board of Directors, or their agents or designees, to ensure
compliance with the terms of the agreement;
d. the uses of the property in questicn shall be consistent with the general purpose of
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encouraging development or redevelopment;
e. provide for recapturing all or part of any financial incentives as a result of the
agreement if the recipient of the funds fails to employ the number of employees,
or fails to make the improvements as provided by the agreement;
f. contain each term agreed to by the recipient of the funds and the Corporation;
g. require the recipient of the funds to certify annually to the Board of Directors and
the Corporation that the recipient of the funds is in compliance with each
applicable term of the agreement; and
h. provide that the Corporation may cancel or modify the agreement if the recipient
of the funds fails to comply with the agreement.
()
r-l
Adopted by the Board of Directors on the c}...3 Clay of :::Jl,:1v./l , 2004.
DIRECTORS
ATTEST:
JMcJJvr/U:Bylaws-col}>-2 (for pdf).doc/M•y 25. 2004
' '
(
ARTICLES OF AMENDMENT TO
BYLAWS OF
MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION
Pursuant to the provisions of Article 2.09 of the Texas Non-Profit Corporation Act,
and Article Eleven of the Bylaws of Market Lubbock Economic Development Corporation,
the undersigned Corporation adopts the following Articles of Amendment to its Bylaws,
which amends the first sentence only of Article 2.02, in order to decrease the number of
Directors of the Corporation from seven (7) to five (5).
Section 2.02 is hereby amended, in order to decrease the number of the Board from
seven (7) to five (5), so that Article 2.02 shall hereafter read as follows:
Number, Qualifications, and Tenure of Directors
2.02. The number of Directors shall be five (5). Directors shall be residents of the
State of Texas and Lubbock County, Texas. The initial Directors shall serve as stated in
the Articles of Incorporation. Each subsequent Director shall serve for a term of two (2)
years. The terms of the Directors shall be staggered so that the terms of two (2) of the
Directors shall begin in even-numbered years and the terms of three (3) of the Directors
shall begin in odd-numbered years.
RESOLUTION
BE IT RESOLVED THAT THE BOARD OF DIRECTORS OF MARKET LUBBOCK
ECONOMIC DEVELOPMENT CORPORATION, d/b/a MARKET LUBBOCK, INC.:
THAT the Board of Directors of Market Lubbock Economic Development
Corporation, d/b/a Market Lubbock, Inc., has adopted the foregoing Articles of Amendment
. to the Bylaws of the Corporation, which constitute and be a part of this Resolution as fully
copied herein in detail and shall be an Amendment to the Bylaws of the Corporation,
subject to action by the City Council of the City of Lubbock, within thirty (30} days of notice
of the adopted of the foregoing Amendment to the Bylaws of the Corporation, and without
any action within that thirty (30) days notice, then the foregoing shall be and constitute
Articles of Amendment to the Bylaws of the Corporation.
Passed by the Board of Directors the 23rd day of June, 2004.
ATTEST:
~ra~
JMc,J.lvrlU:Articles of Amendment to Bylaws.wpd/June 3, 2004
ARTICLES OF AMENDMENT TO BYLAWS
MARKET LUBBOCK, INC.
PAGE 1OF1
CRENSHAW, DUPREE & MILAM, L.L.P.
ATTORNEYS AT LAW CHAS. C. CRENSHAW, SR. (1886-1964)
GEO. W. DUPREE (1890-1973)
JAS. H. MILAM (1911-1994) A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
WELLS FARGO CENTER
CECIL C. KUHNE
JOHN CREWS, P.C.-++
WILLIAM J. WADE
JACK McCUTCHIN, JR., P.C. -
WC BRATCHER, P.C.
LAYTON Z. 'NOODUL, SR.
ROBERT L. DUNCAN, P.C.
W. CHRIS BOYER, P.C. -
MARK W. HARMON
MARK 0. BLANKENSHIP+
CHARLOTTE BINGHAM •+
SHEILA KIDWELL -++
MATT 0. MATZNER
Sender's Direct Line
(806) 741-8438
AmyL. Sims
Assistant City Attorney
City of Lubbock
1625 -13th Street
Lubbock, TX 79401
1500 BROADWAY, 8TH FLOOR
LUBBOCK, TEXAS 79401
cao6> 162-5281 R E c E 1 VE D
P. 0. BOX 1499 . . ""11 "" .
79408-1499
Telecopier (806) 762-351 JU l'i 2 5 2UU4
ATTORNEY@CDMLAW.COM
June 23, 2004
C!T't' SECRETARY
U:!~OCK, TEXAS
RE: Amendment to Bylaws of Market Lubbock Economic Development
Corporation, d/b/a Market Lubbock, Inc.
Dear Amy:
WILLIAM R. EICHMAN II
JEFF R. LASHAWAY
ARLENE C. MATTHEWS•
CHRISTOPHER C. RITTER
JOHN MARK STEPHENS
Also Licensed in New Mexico
exas Board of Legal Specialization
ertifications:
state Planning & Probate Law
iL Gas & Mineral Law
Personal Injury Trial Law
++Taxation
•+Labor & Employment Law
Sender's Internet Email
JMCCUTCHIN@COMLAW.COM
As you know, Market Lubbock, Inc. is in need of amending its Bylaws to decrease the number of the
Board of Directors from seven (7) to five (5). We have previously provided you copies of our
proposals to do that.
The Market Lubbock, Inc. Board, at its meeting of June 23, 2004, adopted a Resolution to amend the
Articles oflncorporation to decrease the Board of Directors of the corporation from seven (7) to five
(5). We enclose herewith a signed copy of that Resolution.
We do hereby give you notice of the adoption of this Resolution. Under the applicable rules of
Market Lubbock, Inc., this is hereby notice to you, on behalf of the City, of the adoption of this
Amendment. If we do not hear from you within thirty (30) days of the date of this letter, we will then
send for filing appropriate formal Articles of Amendment consistent with this Resolution, which
formal Articles would then amend the Articles oflncorporation of Market Lubbock, Inc. to decrease
the number of Board members from seven (7) to five (5).
Should you have any questions, please advise.
JUN 2 5 2004
AmyL. Sims
June 23, 2004
Page2
JMc,J./vr
Yours truly,
CRENSHAW, DUPREE & MILAM, L.L.P.
Enclosure: copy signed formal Resolution
cc w/enclo.:
Gary C. Lawrence
Chief Executive Officer
Market Lubbock, Inc.
1301 Broadway, Suite 200
Lubbock, TX 79401
Carrie Yeats
Market Lubbock, Inc.
1301 Broadway, Suite 200
Lubbock, TX 79401
Susan Snead
Chief Financial Officer
Market Lubbock, Inc.
1301 Broadway, Suite 200
Lubbock, TX 79401