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HomeMy WebLinkAboutResolution - 1269 - Amendment To Bylaws Of Lubbock Industrial Development Corporation - 12_09_1982R SOLUTION 1269 - 12/9/82 Amends Re so. 444, 3 13/80) DGV:js RESOLUTION A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS, APPROVING AN AMENDMENT TO THE BYLAWS OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION AND OTHER MATTERS RELATED THERETO. WHEREAS, by reason of certain amendments to the Development Corporation Act of 1979 involving project eligibility requirements and the approval of financings by the Texas Industrial Commission, the Board of Directors of Lubbock Industrial Development Corporation has approved and adopted an amend- ment to the Bylaw of the Corporation in order that the Bylaws, attached here- to as Exhibit A a d made a part hereof for all purposes, would be in conformity with the aforementioned Act, as amended; and WHEREAS, thelCity Council has been requested to approve such amendment to the Corporation'slBylaws; NOW THEREFORE: BE IT RESOLVED BYITHE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the amendment to the Bylaws of Lubbock Industrial Development Corpo tion, attached h+to as Exhibit B and made a part hereof for all purposes, adopted by the Bo rd of Directors of said Corporation on the 29th day of November, 1982, is hereby approved and, as amended, the Bylaws of the Corpo- ration are approved. Passed by the City Council this 9th day of December , 1982. ATTEST: A AN HENRY, May ro Tem tary-Treasurer APPROVED AS TO CON�ENT: Jim agg, Deputy ity6~er APPROVED AS TO FORS: G. Vandiver, Asst. City Attorney EXHIBIT B AMENDMENT TO THE BYLAWS OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION Sections 1 and 2 of Article I of the Bylaws, as amended by the Board of Directors .on the 29th day of November 1gR2 ARTICLE I POWERS AND PURPOSES SECTION 1: Financing of Industrial Development Projects. In order to implement the purposes for which the Corporation was formed as set forth in the Articles of Incorporation, the Corporation shall issue obligations to finance all or part of the cost of one or more projects, pursuant to the provisions and in furtherance of the purposes of the Development Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil Statutes, as amended (the "Act"). SECTION 2: Conditions Precedent to Issuance of Obligations. The Corporation shall not issue any obligations, including refunding bonds, unless: (1) The City Council (the "Governing Body") of the City of Lubbock, Texas (the "Unit") has adopted a resolution, no more than sixty (60) days prior to the date of delivery of the obligations, specifically approving the resolution of the Corporation providing for the issuance of the obligations; and (2) The Texas Industrial Commission, or the executive director thereof, has approved the contents of any lease, sale or loan agreement made by the Corporation in connection with the issuance of obligations in accordance with the Act and any regulations promulgated thereunder. Secretary, Board of Directors APPROVED BY THE UNIT, on , _ BYLAWS OF LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION ARTICLE I POWERS AND PURPOSES SECTION 1: Financing of Industrial Development Projects. In order to implement the purposes for which the Corporation was formed as set forth in the Articles of Incorporation, the Corporation shall issue obligations to finance all or part of the -cost of one or more commercial, industrial or manufacturing pro- jects to promote and develop commercial, industrial and manufac- turing enterprises to promote and encourage employment, public health and the public welfare, pursuant to the provisions of the Development Corporation Act of 1979, 1979 Tex. Gen. Laws, Chapter 700, Section•1, at 1675 (the "Act"). SECTION 2: Conditions Precedent to Issuance of Obligations. The Corporation shall not issue any obligations unless: (1) The City•Council (the "Governing Body") of the City of Lubbock, Texas, (the "Unit") has approved by written resolution any agreement to issue obligations adopted the Corporation, which agreement and resolution shall set out the amount and purpose of the obligations. No issue of obligations, including refunding bonds, shall be sold and delivered by the Corporation without a writ- ten resolution of the Governing Body adopted no more tfian sixty (90) days prior to the date of sale of'the obligations specifically approving the resolution of the Corporation providing for the issuance of the obligations; and (2) The Texas Industrial Commission, or the executive direc- tor thereof, has approved the contents of any lease, sale or loan.agreement made by the Corporation under the Act in con- nection with the issuance of obligations by affirmatively finding that the lessee, purchaser or borrower has the busi- ness experience, financial resources and responsibility to provide reasonable assurance that all obligations and interest thereon to be paid from or by reason of such agreement•Will be paid as the same become due. SECTION 3: Books and Records; Approval of Programs and Financial Statements. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and com- mittees having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by any director or his agent.or attorney for any - --- proper purpose at any reasonable time; and at all times the Governing Body will have access to the books and records of the Corporation. The Unit shall be entitled to approve all programs and expenditures of the Corporation and annually review any financial statements of the Corporation. SECTION 4: Nonprofit Corporation. The Corporation shall be a nonprofit corporation, and no part of its net earnings remaining after payment of its expenses shall inure to the bene- fit of any individual, firm or corporation, except that in the event the Board of Directors of the Corporation (the "Board of - 1 - Directors") shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obli- gations of the Corporation issued to finance all or part of the cost of a project, then any net earnings of the Corporation thereafter accruing with respect to said project shall be paid to the Unit. ARTICLE II BOARD OF DIRECTORS SECTION 1: Powers, Number and Term of Office. The property and affairs of the Corporation shall be managed and controlled by the Board of Directors and, subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws, the Board of Directors shall exercise all of the powers of the Corporation. The Board of Directors shall consist of seven (7) and never less than three (3) directors, each of whom shall be appointed by the Governing Body. The number of directors may be increased or decreased (provided such decrease does not shorten the term of any incumbent director) from time to time by proper amendment to these Bylaws. Three of the directors constituting the first Board of Directors shall be those three directors named in the Articles of Incorporation, each of whom shall serve for the period therein specified, or until his or her successor is appointed by the Governing Body. Subsequent directors shall hold office for a term of six (6) years or until their successors are appointed by the Governing Body. Any director may be removed from office by the Governing Body, for cause or at..will. , SECTION 2: Meetings of Directors. The directors may hold their meetings at such place or places in the State of Texas, as the Board of Directors may from time to time determine; provided, however, in the absence of any such determination by the Board of Directors, the meetings shall be held at the registered office of the Corporation in the State of Texas. SECTION 3: Regular Meetin gs.. Regular Meetings of the Board of Directors shall be held without necessity of notice at such times and places as shall be designated., from time to time, by resolution of the Board'of Directors. SECTION 4: Special Meetings. Special.Meetings of the Board of Directors shallbe a held whenever called by the president, by the secretary, by a majority of the directors for the time being in office or upon advice of or request by the Governing Body. The secretary shall give notice to each director of each Special Meeting in person, or by telephone or telegraph, at least two (2) hours before the meeting, or by mail posted thirty-six (36) hours before the time of the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a Special Meeting. At any meeting at which every direc- tor shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon. SECTION 5: Quorum. A majority of the directors fixed by the Bylaws of the Corporation shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. The act of a majority of the directors present at a - 2 - meeting at which a quorum is in attendance shall constitute the act of the -Board of Directors, unless the act of a greater number is required by law. SECTION 6: Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation shall be -consider ' ed in such order as from time to time the Board of Directors may determine. At all meetings of the Board of Directors, the president shall preside, and in the absence of the president, the vice pre- sident shall exercise the powers of the president. The secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the presiding officer may'appoint any person to act as secretary of the meeting. SECTION 7: Executive Committee. The Board of Directors, by resolution passed by a majority of the directors in office, may designate two or more directors to constitute an executive commit- tee, which committee, to the exten"t provided in such resolution, shall have and may exercise all of the authority of the Board of "Directors in the management of the Corporation, except where action of the Board of Directors is specified by law. The execu- tive committee shall act in the manner provided in such resolu tion. The executive committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation, and shall report the -same to the Board of Directors from time to time. SECTION 8: Compensation of Directors. Directors shall not receive any salary or compensation for their services, except that they shall.be reimbursed for their actual expenses incurred in the performance of their d.uties hereunder. ARTICLE III OFFICERS SECTION 1: Titles and Term of Office. The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other -officers as the Board of Directors may from time to time elect or app.oint. One person may hold more than one office, except that the.president shall not hold the office of secretary. Terms of office shall not exceed three years.. All officers shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the entire Board of Directors. A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. SECTION 2: Powers and Duties of the President. The presi- dent sha l be, the chief executive officer of the Corporation and, subject to the Board of Directors, he shall be in general charge of the properties and affairs of the Corporation; he shall pre- side at all meetings of the Board of Directors; in furtherance of the purposes of this Corporation, he may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. SECTION 3: Vice President. The vice president shall have such powers and duties as may be assigned to him by the Board of - 3 - Directors and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the performance of the duties of the presi- dent shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. SECTION 4: Treasurer. The treasurer shall have custody of all the funds and securities of the Corporation -which come into his hands. When necessary or proper, he may endorse, on behalf of the Corporation, for collection, checks, notes and other obli- gations and shall deposit the same to the credit of the Corporation in such .bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors; he may sign all receipts and vouchers for payment made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors; whenever required by the Board of Directors, he shall render a statement of his cash account; he shall enter or cause to be entered regularly in th'e books of the Corporation to be kept by him for that purpose full and accurate accounts of all monies received and paid out on account of the Corporation; he shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors; he shall be required to give such bond for the faith- ful discharge of his duties in such form as the Board of Directors may require. SECTION 5: Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; he shall attend to the giving and .serving of'all notices; in furtherance of the purposes of this Corporation, he may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, -deeds, assignments, mortgages, notes and other instruments of the Corporation; he shall have charge of the cor- porate books, records '.documents and instruments, except the books of account and financial records and securities of which the treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection upon applica- tion at the office of the Corporation during busigess hours, and he shall in general perform all duties incident to the office of secretarysubject to the control of the Board o� Directors. SECTION 6: Compensation. Officers as such shall not receive any salary.or compensation for their services, except that they shall.be reimb.ursed for their actual expenses incurred in the performance of their duties hereunder. SECTION 7: Checks, Drafts, etc. All checks, drafts or other orders for the payment of money,notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by any two (2) officers of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. ARTICLE IV PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS SECTION 1: Effective Date. These Bylaws shal•1 become effec- tive only upon the occurrence of the following events: (1) the approval of these Bylaws by the Governing Body; and (2) the adoption of these Bylaws by the Board of Directors. - 4 - SECTION 2: Amendments to Articles of Incorporation and Bylaws. The —Articles of Incorporation may at any tme and from time to time be amended, provided that the Board of Directors files with the Governing Body a written application requesting that the Governing Body approve such amendment to the Articles of Incorporation, specifying in such application the amendment or amendments proposed to be made. If the Governing Body by appropriate resolution finds and determines that it is advisable that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment, the Board of Directors shall proceed to amend the Articles as provided in the Act. The Articles of Incorporation may also be amended at any time by the Governing.Body at its sole discretion by adopting an amendment to the Articles of Incorporation of the Corporation by resolution of the Governing Body and delivering the Articles of Amendment to the Secretary of State as provided in the Act. These Bylaws may be altered, changed, or amended at any meeting of the Board at which a quorum is present, provided notice of the proposed alteration, change, or amendment be con- tained in the notice of such meeting, by the affirmative vote of a majority of the directors at such meeting and present thereat. No amendment to the Bylaws of the Corporation shall be effective until approved by the governing body of the Unit. SECTION 3: Interpretation of B laws. These Bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any words, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court or competent jurisdiction, the remainder of these Bylaws to any other person or circumstances shall not be affected thereby. ARTICLE V GENERAL PROVISIONS SECTION 1: Principal Office. The principal office of the Corporation shall—b--e-7ocated within the boundaries of The City of Lubbock, Lubbock County, Texas. The Corporation shall have and continuously,maintain in the State'of Texas (the "State") a registered office, and a registered -.agent whose business -office is identical with such registered office, as required by the Act.'.The registered office may be, but need not be, identical with the principal office in the State, and the address of the registered office may be changed from time to time by the Board of Directors, pursuant to the requirements of the Act. SECTION 2: Fiscal Year. The fiscal year of the Corporation shal be —as a as determine y the Board of Directors. SECTION 3: Financial Statement. The Corporation shall, at least once each ca endar year, submit to the Fi.nance Administrator of the Unit a report showing (i) all programs undertaken by the Corporation during the preceding year, and (ii) the financial_ conditions of the Corporation and any of the pro- jects it has financed. In the event such financial statements are not certified by a public accountant or a certified public accountant, the Corporation shall be required to pay the actual cost of an audit by either the Finance Administrator or a cer- tified public accountant selected by the Unit. - 5 - SECTION 4: Unsecured Loans. The Corporation shall not be empowered to make any unsecured loans or other indebtedness which matures more than one year from the date incurred without the approval of the governing body of the Unit. SECTION 5: Ad Valorem Taxes. The Corporation acknowledges that under the Development -Corporation Act of 1979, some question may exist as to whether the properties of the Corporation will be subject to ad valorem taxes levied or to be levied by political subdivisions of the State of Texas. In the event the properties of the Corporation are ruled to be exempt from such taxation, the Corporation (in recognition of the governmental services to be supplied or made available to it) shall annually pay an amount equivalent to the ad valorem taxes which would otherwise have become due. SECTION 6: Seal. The seal of the Corporation shall be as determined by the Board of Directors. SECTION 7:. Notice and Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the Act, the Articles of Incorpration or these Bylaws, a waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a.:director at a meeting shall constitute a waiver. of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be'transacted at nor the purpose of any Regular or Special Meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless required by the Board of Directors. SECTION 8: Resignations. Any director of officer may resign at any time. Such.resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of -its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make iteffective, unless expressly so provided in the resignation. SECTION 9: Action Without a Meeting of Directors or Committees. Any action which may be taken at a meeting of the Board of Directors or of any committee may be taken without a meeting ifa consent in writing, setting forth the action to be taken; -shall be'signed by all of the directors, or all of the members of,the pommittee,•as the case may be. *Such consent shall have the same force and effect as unanimous vote and may be stated a-s such in any articles or document filed with the Secretary of State, the Texas Industrial Commission or any other person. SECTION 10: Approval or Advice and Consent of the Governin Body. To the extent that these Bylaws refer to any approval by the Unit or refer to advice and consent by the Unit, such advice and consent shall be evidenced by a certified.copy•of a resolu- tion, order or motion duly adopted by the Governing Body. SECTION 11: Organizational Control. The Unit may, at its sole escretion, at any time, alter or change the structure orga- nization, programs or activities of the Corporation (including the power to terminate the Corporation), subject to any limitation on the impairment of contracts entered into by such Corporation. SECTION 12: Dissolution of the Corporation. Upon dissolu- tion of the Corporation, after satisfaction or provision for satisfaction of debts and claims, title to or other interests in - 6 - any real or personal property owned by the Corporation at such time shall be transferred to The City of Lubbock, Lubbock County, Texas, under whose auspices the Corporation was created. SECTION 13: Directors Indemnification. The corporation shall indemnify any director or officer or former director or officer of the corporation for expenses and costs (including attorney's fees) actually and necessarily incurred by him in con- nection with any claim asserted against him by action in court or otherwise by reason of his being or having been.such director or officer, except in relation to matters as to which he.shall have been guilty of negilgence or misconduct in respect.of the matter in which indemnity is sought. The above and foregoing Bylaws were approved by resolution T of The City Council for the City of Lubbock, Texas, on the day of c 1980, and adopted by The Board of Di�ctors of Lubbock Industrial Development Corporation on the�day of 1980. r S c etary - 7 -