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January 22, 2013 Special Joint Agenda packet

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  • 1. NOTICE OF A PUBLIC MEETING AN AGENDA OF A SPECIAL JOINT MEETING OF THE CITY COUNCIL AND DEVELOPMENT CORPORATION OF THE THE CITY OF SAN ANGELO, TEXAS 9:00 A.M. - Tuesday, January 22, 2012 McNease Convention Center, South Meeting Room 500 Rio Concho DriveTHE MCNEASE CONVENTION CENTER IS ACCESSIBLE TO PERSONS WITH DISABILITIES.ACCESSIBLE ENTRIES AND SPECIALLY MARKED PARKING SPACES ARE AVAILABLE AT BOTHMAIN ENTRANCES AT SURBER DRIVE AND RIO CONCHO DRIVE. IF ADDITIONAL ASSISTANCEIS NEEDED TO OBSERVE OR COMMENT, PLEASE NOTIFY THE OFFICE OF THE CITY CLERK,ROOM 202, CITY HALL, 657-4405, AT LEAST 24 HOURS PRIOR TO THE MEETING.City Council meetings are broadcast on Channel 17-Government Access at 10:30 A.M. and 7:00 P.M. everyday for two weeks beginning on the Thursday after each meeting. As a courtesy to those in attendance, please place your cell phone on “Silent” or “Vibrate” Thank You!I. OPEN SESSION (9:00 A.M.) A. Call to OrderII. SPECIAL AGENDA: PUBLIC HEARING AND COMMENT 1. Consideration and possible action regarding the City of San Angelo Development Corporation (COSADC) administrative procedures including purchasing procedure, project approval levels, and other areas within the scope and purview of the COSADC Board possibly including establishing a more efficient means of obtaining Council approval of multiple project phases conditioned upon the strict adherence to the guidelines established by Council, as well as all applicable State and local laws, and any other action in connection thereto 2. AdjournmentGiven by order of the City Council and posted in accordance with Title 5, Texas Government Code, Chapter 551,Wednesday, January 16, 2013, at 5:00 P.M.________________________Alicia Ramirez, City ClerkCity Council Agenda Page 1 of 1 January 22, 2013Development Corporation
  • 2. City of San AngeloMemo Date: January 14, 2013 To: Mayor & Councilmembers From: Robert Schneeman, Interim Director d Economic Development Subject: Agenda Item for January 22, 2013 Joint meeting with COSADC Contact: Bob Schneeman, 657-4210 Caption: Consideration and possible action regarding the City of San Angelo Development Corporation administrative procedures including purchasing procedure, project approval levels and other areas within the scope and purview of the COSADC Board possibly including establishing a more efficient means of obtaining Council approval of multiple project phases conditioned upon the strict adherence to the guidelines established by Council, as well as all applicable State and local laws, and any other action in connection thereto Summary: At a special meeting of the COSADC Board of Directors held January 14, 2013, it was suggested that perhaps the Board and staff could more efficiently obtain Council approval of items recommended to Council by the Board. The Board instructed staff to prepare an agenda item for joint meeting with Council to discuss and possibly obtain Council recommendations and / or approval of improving the process. According to Texas Local Government Code Sec. 501.073. SUPERVISION BY AUTHORIZING UNIT. “(a) The corporations authorizing unit will approve all programs and expenditures of a corporation and annually review any financial statements of the corporation.” Further, according to the Bylaws of the San Angelo Development Corporation, Article II, Section 4: “E. Board’s Relationship with the City. In accordance with state law, the Board shall be responsible for the proper discharge of its duties assigned herein. The Board shall determine its policies and directives within the limitations of the duties herein imposed by applicable laws, the Articles, these Bylaws, contracts entered into with the City, and budget and fiduciary responsibilities. Such policies and directives are subject to approval by the City Council. Any request for services made to the departments of the City shall be made by the Board or its designee in writing to the City Manager. The City Manager may approve such request for assistance from the Board when he finds such requested services are available within the City and, if necessary, that the Board has agreed to reimburse the City for the cost of such services so provided.” Also according to the Corporation Bylaws Article II Section 7.Expenditures Of Corporate Money: “The monies of the Corporation, including sales and use taxes collected pursuant to the Act, the proceeds from the investment of funds of the Corporation, the
  • 3. proceeds from the sale of property, monies derived from the repayment of loans, rents received from the lease or use of property, the proceeds derived from the sale of bonds, and other proceeds may be expended by the Corporation for any of the purposes authorized by the Act and the Articles, subject to the following limitations: 1. Expenditures from the proceeds of bonds shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the City Council. 2. Expenditures that may be made from a fund created from the proceeds of bonds, and expenditures of monies derived from sources other than the proceeds of bonds may be used for the purposes of financing or otherwise providing one or more projects, as defined in the Act and the Articles. 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. 3. All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by these bylaws or in contracts meeting the requirements of the Article.”As an example of the process the COSADC Board is trying to improve, following is asummary of the approvals required for the Business Resource Center: 1. Approval of the building purchase by City 2. Approval of transfer of sales contract from City to COSADC 3. Approval of asbestos removal 4. Approval of Selection of Architect and contract authorization 5. Approval of Architect’s Design 6. Approval of RFB for construction contractor 7. Approval of Selection of low bidder and award of contract 8. Approval of CO #1 9. Approval of CO # 2 10. Approval of CO # 3 11. Approval of CO # 4Possible process (for discussion purposes only) 1. Approval of purchase by City 2. Approval of transfer of sales contract from City to COSADC 3. Approval of Renovation / Conversion of building for use as a Business Resource Center with a total budget of $1.5 Million to include advertising for and executing a contract with an Architect to design the conversion / renovation; issuing a request for bids based on the approved design; selecting a contractor and executing a construction contract in an amount not to exceed the budget of $1.5 Million including design and construction in accordance with all applicable purchasing and contracting guidelines, all documents to be approved by City Purchasing Department and Legal Department and authorizing City Manager and / or COSADC Board President to execute the contracts as appropriate.In the above scenario the City Manager and / or Board President would beauthorized to approve change orders up to the amount of the project budget. Toincrease beyond that would require Council approval.
  • 4. Financial Impact: NoneOther Information/ Board recommends directing staff including COSADC staff, Purchasing staff,Recommendation: Budget staff and Legal staff to research ways of modifying the process to help make the process more efficient while still complying with the requirements of state law and still providing Council the desired level of oversight as required by the Corporation By Laws.Presentations: Bob SchneemanPublication: N/AAttachments: Corporation By LawsReviewed by Bob SchneemanDirector:Reviewed by Legal: N/A
  • 5. BYLAWS OF CITY OF SAN ANGELO DEVELOPMENT CORPORATIONThese bylaws govern the affairs of the City of San Angelo Development Corporation (the“Corporation”) a nonprofit corporation organized under the Texas Development Corporation Act of1979, Article 5190.6 Vernon’s Texas Revised Civil Statutes Annotated as amended (the “Act”) andis governed by Section 4B of the Act. ARTICLE I PURPOSE AND POWERSSECTION 1. REGISTERED OFFICE AND REGISTERED AGENT. The City of San Angelo Development Corporation (the “Corporation”) shall have andcontinuously maintain in the State of Texas a registered office, and a registered agent whose office isidentical with such registered office. The Registered Agent for the Corporation shall be the CityClerk. The registered office of the Corporation is 72 W. College, San Angelo, Tom Green County,Texas 76903, the mailing address is P.O. Box 1751, San Angelo, Tom Green County, Texas 76902.Said address shall also serve as the principal office of the Corporation and the Board of Directors(the “Board”). The Corporation may change the registered office and registered agent as provided in the Act.SECTION 2. PURPOSE. The Corporation is incorporated as a non-profit corporation for the purposes set forth in theArticles, the same to be accomplished on behalf of the City of San Angelo, Texas (the “City”), as itsduly constituted authority and instrumentality in accordance with Section 4B of the Act, otherapplicable laws, and Chapter 2, Article 36 of the San Angelo Code of Ordinances. The Corporationshall be a non-profit corporation as defined by the Internal Revenue Code 1986, as amended, and theapplicable regulations of the United States Treasury Department and the rulings of the InternalRevenue Service of the United States prescribed and promulgated thereunder. It shall not be the purpose of this corporation to engage in carrying on propaganda orotherwise attempting to influence legislation.SECTION 3. POWERS. The Corporation has all the powers both express and implied, granted to corporationsgoverned by Section 4B of the Act, by the Texas Non-profit Corporation Act and other applicablelaws, subject to the limitations set forth in the Articles of Incorporation of the Corporation (the“Articles”) and these Bylaws.
  • 6. ARTICLE II BOARD OF DIRECTORSSECTION 1. NUMBER AND TERM OF OFFICE.A. The property and business of the Corporation shall be managed and controlled by a Board of Directors and, subject to the restrictions imposed by law, by the Articles and these Bylaws, the Board shall exercise all the powers of the Corporation. Each member of the Board shall be entitled to one vote upon the business of the Corporation.B. The Board shall consist of seven (7) directors, each of whom shall be appointed by a majority vote of the City Council. Each of the directors shall be a resident of the City; no employee, officer or member of the City Council of the City of San Angelo may be a director of the Corporation.C. Each director shall serve a two-year term of office and shall be eligible for reappointment.D. Any director may be removed from office by a majority vote of the City Council at will. A vacancy in any position on the Board which occurs by reason of death, resignation, disqualification, removal, or otherwise, shall be filled as prescribed in Subsection B above.SECTION 2. MEETINGS.A. Place. All meetings of the Board of Directors shall be held in San Angelo, Texas, at such place as shall be designated in the notice of said meeting.B. Annual Meeting. The annual meeting of the Board of Directors shall be held during the month of March of each year. The Board of Directors shall designate the time and location of the annual meeting.C. Regular Meetings. The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. Regular Meetings shall continue to be held at such time and place unless otherwise determined by Resolution of the Board of Directors.D. Special Meetings. Special meetings of the Board of Directors may be held at the request of the President, any Vice President, any two Directors of the Corporation, or any two members of the City Council. A person or persons calling the meeting shall fix the date and time of the meeting. The person or persons calling a special meeting shall notify the Secretary of the Corporation of the information required to be included in the notice of the meeting. In addition to the posting of a meeting notice in accordance with these bylaws, a copy of each such meeting notice shall be delivered to each director not less than seventy-two hours before the time of the meeting. A meeting notice shall be deemed delivered to any director when deposited in the United States mail addressed to the director at his or her address as it appears on the 2
  • 7. records of the Corporation. Such additional notice may be waived in writing by a director at any time either before or after the time of the meeting and such additional notice shall be deemed waived by attendance.E. Agenda. Any director or officer of the corporation may place an issue on the Agenda of a regular or special meeting by notifying the Secretary of the corporation one week prior to said meeting, if possible, but in no event later than necessary to comply with the Open Meetings Act.F. Notice of Meetings. The Corporation is subject to the Open Meetings Act, Texas Government Code, Sec. 551.001, and notice of each meeting shall be given in accordance with the provisions of Texas Government Code, Chapter 551 (The Texas Open Meetings Act).G. Quorum. A quorum for the transaction of business by the Board shall be a majority of the seven (7) members of the Board. The presence of a director may not be established by proxy. No business shall be conducted, nor shall any action be taken by the Board of Directors in the absence of a quorum.SECTION 3. CONDUCT OF BUSINESS.A. At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with the rules of procedure as from time to time prescribed by the Board. Unless otherwise adopted by the Board, the rules of procedure of the City Council shall be the rules of procedure for the Board.B. At the meetings of the Board of Directors, the President, or in his or her absence the First or Second Vice President, or in the absence of those Officers, a member of the Board selected by the members present, shall preside.C. The secretary of the Corporation or his or her designee shall act as secretary of all meetings of the Corporation. The secretary shall keep minutes of the transactions of the Board and committee meetings and shall cause such official minutes to be recorded in books kept for that purpose in the principal office of the Corporation.D. Committees. The Board of Directors may by resolution establish one or more special or standing committees. Such committees shall have the powers, duties and responsibilities established by the Board. The committees shall keep regular minutes of their meetings and report the same to the Board of Directors when required.E. Compensation of Directors. The directors shall not receive any salary or compensation for their services. Directors may be reimbursed for their actual expenses incurred in the performance of their duties. Travel expenses shall be reimbursed under the City’s travel policy. 3
  • 8. F. Attendance. Regular attendance at the Board meetings is required of all voting directors. Three (3) consecutive unexcused absences from regular meetings of the Board shall cause the position to be considered vacant. Four (4) unexcused absences from regular meetings in a twelve (12) month period shall also cause the position to be considered vacant. An absence shall be unexcused if a voting director does not notify the President or Secretary of the absence prior to the meeting.G. Ex-Officio Members. The City Council may appoint Ex-Officio members to the Board of Directors as it deems appropriate. These representatives shall have the right to take part in any discussion in open meetings, but shall not have the power to vote in the meetings. Ex- Officio members shall serve a term of one calendar year. The following persons shall be automatically appointed as Ex-Officio directors: 1. The President of the San Angelo Chamber of Commerce; 2. The Chairman of San Angelo Industries; and 3. The Chairman of Priority One. Upon leaving the designated positions, the above described individuals will automatically be removed from the Board of Directors and replaced with their successor. The City Council would have the option of reappointing any such individual as an ex-officio member of the Board. Serving as an ex-officio member of the Board shall not preclude any individual from being appointed simultaneously as one of the seven voting Directors of the Board.H. Contracts. No contract or other transaction between this corporation and any other corporation, person or entity shall be executed unless approved by the majority of the Board who are present and approved by an affirmative vote for such contract and is approved by directors with no pecuniary interest in such other corporation, person or entity.I. Additional Powers. In addition to the powers and authorities expressly conferred upon them in these bylaws, the Board of Directors may exercise all such powers of the corporation and do all lawful acts and things as are not by statute or by the charter or by these bylaws prohibited. Without prejudice to such general powers and other powers conferred by statute, by the charter and by these bylaws, it is hereby expressly declared the Board of Directors shall have the following powers: 1. To purchase, or otherwise acquire for the corporation, any property, rights, or privileges which the corporation is authorized to acquire, at such price or consideration and generally on such terms and conditions as they think fit; and at their discretion to pay therefore either wholly or partly in money, notes, bonds, debentures, or other securities of contracts of the corporation as may be lawful. 2. To create, make and issue notes, mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instrument and securities, secured by mortgage or deed 4
  • 9. of trust on any real property of the corporation or otherwise and to do every other act or thing necessary to effect the same, or to contract with the City of San Angelo to effect the same. 3. To sell or lease the real or personal property of the corporation on such terms as the Board may see fit and to execute all deeds, leases and other conveyances or contracts that may be necessary for carrying out the purposes of this corporation. 4. Whether included in the foregoing or not, to have and exercise all powers necessary or appropriate to effect any or all of the purposes for which the corporation is organized which powers shall be subject at all times to the control of the City Council of San Angelo, Texas.J. Review of proposed Development Projects. In addition to the specific projects described in the ballot approved by the City of San Angelo voters, the Board is charged with projects for the promotion and development of new or expanding business entities which create or retain jobs, including providing for infrastructure to support such enterprises. With regard to such projects, the corporation should, if possible, request review and recommendations from Priority One for projects requiring financial assistance. The Chamber of Commerce/Priority One is the organization under contract with the City of San Angelo for economic development promotional services.SECTION 4. DUTIES OF DIRECTORS.A. Duties of Directors. Directors shall exercise ordinary business judgment in managing the affairs of the Corporation. In acting in their official capacity as directors of the Corporation, directors shall act in good faith and take actions they reasonably believe to be in the best interests of the Corporation and which are not unlawful and shall refrain from actions not in the best interest of the Corporation or which would be unlawful. A director shall not be liable if, in the exercise of ordinary care, the director acts in good faith relying on written financial and legal statements provided by an accountant, attorney, or other professional advisor retained by the Corporation.B. Conflict of Interest. In the event that a director is aware that he has a conflict of interest or potential conflict or interest, with regard to any particular matter or vote coming before the Board, the director shall bring the same to the attention of the Board and shall abstain from discussion of and voting on that matter. Any director shall bring to the attention of the Board any apparent conflict of interest or potential conflict of interest of any other director, in which case the Board shall determine whether a true conflict of interest exists before any further discussion or vote shall be conducted regarding that particular matter. The director about whom a conflict of interest question has been raised shall refrain from voting with regard to the determination as to whether a true conflict exists. Failure to conform to these requirements herein and policies as may be adopted by the Board is cause for dismissal from the Board by action of the City Council. 5
  • 10. C. Implied Duties. The Corporation is authorized to do that which the Board deems desirable, subject to City Council approval, to accomplish any of the purposes or duties set out or alluded to in the Articles, these Bylaws, and in accordance with State law.D. Contracts for Service. The Corporation may, with approval of the City Council, 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 its discretion and policy-making functions in discharging the duties herein set forth Subject to the authority of the City Manager under the Charter of the City, the Corporation shall have the right to utilize the services of the staff and employees of the City, provided that (i) the City Manager approves of the utilization of such services, and (ii) the Corporation shall reimburse the City employees for any actual reasonable expenses incurred by the employee personally in the performance of their duties related to the corporate duties of the Board (excluding expenses incurred for regular and special meetings of the Board).E. Board’s Relationship with the City. In accordance with state law, the Board shall be responsible for the proper discharge of its duties assigned herein. The Board shall determine its policies and directives within the limitations of the duties herein imposed by applicable laws, the Articles, these Bylaws, contracts entered into with the City, and budget and fiduciary responsibilities. Such policies and directives are subject to approval by the City Council. Any request for services made to the departments of the City shall be made by the Board or its designee in writing to the City Manager. The City Manager may approve such request for assistance from the Board when he finds such requested services are available within the City and, if necessary, that the Board has agreed to reimburse the City for the cost of such services so provided.SECTION 5. CORPORATION CAPITAL IMPROVEMENT PLAN. The Board shall develop a combined Corporation Capital Improvement Program (“theCCIP”), including maintenance and operation costs thereof, for the City which shall include and setforth a mission and short and long term goals for the corporation. Such plan shall be approved by theCity Council. The CCIP developed by the Board shall be one that addresses the projects set forth inArticle Four(a) of the Articles (the “Development Projects”). The Board shall conduct a publichearing concerning both the adoption and required annual updates to the CCIP. The Board shall review and update the CCIP once a year to ensure the plan is up to date withcurrent community needs and is capable of implementing the Development Projects. The Boardshall expend, in accordance with State law and Article Four (a) of the Articles and subject to CityCouncil approval, the funds received by it for community development where such expenditures willhave a benefit to the citizens of San Angelo. The Board shall make an annual report to the CityCouncil outlining the following: 6
  • 11. 1. A review of the progress and accomplishments of the Board in implementing the Development Projects; and 2. The activities of the Board for the budget year addressed in the annual report, together with any proposed change in the activity. The annual required report shall be made to the City Council no later than May 1st of eachyear. The Board shall be accountable to the City Council for all activities undertaken by it or on itsbehalf, and shall report on all activities of the Board, whether discharged directly by the Board or byany person, firm, corporation, agency, association or other entity on behalf of the Board.SECTION 6. DEBT, DEPOSIT AND INVESTMENT OF CORPORATE FUNDS. All proceeds from the issuance of bonds, notes or other debt instruments (the “Bonds”) issuedby the Corporation shall be deposited and invested as provided in the resolution, order, indenture, orother documents authorizing or relating to their execution or issuance and handled in accordancewith the statute governing this Corporation, but no bonds shall be issued, including refunding bonds,by the Corporation without the approval of the City Council after review and comment by the City=sbond counsel. All monies of the Corporation shall be deposited, secured, and/or invested in the mannerprovided for the deposit, security, and/or investment of the public funds of the City, as authorized bythe City Investment Policy. The treasurer shall designate the accounts and depositories to be createdand designated for such purposes, and the methods of withdrawal of funds therefrom for use by andfor the purposes of the Corporation upon the signature of the treasurer and the secretary. Theaccounts, reconciliation, and investment of such funds and accounts shall be performed by theDepartment of Finance of the City.SECTION 7. EXPENDITURES OF CORPORATE MONEY. The monies of the Corporation, including sales and use taxes collected pursuant to the Act,the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property,monies derived from the repayment of loans, rents received from the lease or use of property, theproceeds derived from the sale of bonds, and other proceeds may be expended by the Corporation forany of the purposes authorized by the Act and the Articles, subject to the following limitations: 1. Expenditures from the proceeds of bonds shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the City Council. 2. Expenditures that may be made from a fund created from the proceeds of bonds, and expenditures of monies derived from sources other than the proceeds of bonds may be used for the purposes of financing or otherwise providing one or more projects, as defined in the Act and the Articles. The specific expenditures shall be described in a 7
  • 12. resolution or order of the Board and shall be made only after the approval thereof by the City Council. 3. All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by these bylaws or in contracts meeting the requirements of the Article.SECTION 8. REPORT TO COMPTROLLER. Not later than February 1 of each year, the board of directors of the Corporation shall submitto the Comptroller of Public Accounts of the State of Texas, the report required under Section 4C ofthe Act, and any other reports that are, or shall become, required to be filed by corporations createdunder Section 4B of the Act. ARTICLE III OFFICERSSECTION 1. TITLES AND TERM OF OFFICE. The officers of the Corporation shall be a president, first and second vice-presidents, asecretary and a treasurer.SECTION 2. OFFICERS.A. President and First and Second Vice-President. The president and first and second vice presidents shall be appointed by and subject to the control of the Board of Directors, and shall serve a term of one (1) year. The president and vice presidents shall continue to serve until their successors are appointed.B. Secretary and Treasurer. The Secretary of the Corporation shall be a City staff member assigned to the Corporation under a contract between the Corporation and the City of San Angelo, as approved by the Board of Directors. The Treasurer of the Corporation shall be the Finance Director of the City of San Angelo, and shall serve as long as he/she remains in the position.C. Any officer of the Corporation may be removed by a majority vote of the Board of Directors at will.D. Vacancies. A vacancy in any office of the Corporation may be filled by a majority vote of the Board of Directors for the unexpired portion of the officer’s term.E. Annual Election. The Board of Directors, at each annual meeting of the Board shall appoint the officers of the Corporation who shall have such authority, and shall perform such duties as from time to time may be prescribed by the Board of Directors. 8
  • 13. F. Compensation of Officers. The officers shall not receive any salary or compensation for their services. Officers may be reimbursed for their actual expenses incurred in the performance of their duties. Travel expenses shall be reimbursed under the City’s travel policy.SECTION 3. DUTIES OF OFFICERS.A. President. The president shall be the chief executive officer of the Corporation and shall preside at all meetings of the Directors. The president shall, subject to the authority of the Board and approval of the City Council, supervise and control all of the business and affairs of the Corporation. When the execution of any contract or instrument shall have been authorized by the Board of Directors, the president shall execute same except where such power is expressly delegated to another officer of the Corporation. The president shall perform other duties prescribed by the Board of Directors and all duties incident to the office of president. In addition, the president shall: 1. Have the authority to appoint standing or study committees to aid and assist the Board in its business undertaking or other matters incidental to the operation and functions of the Board (this authority is in addition to the authority of the Board to establish committees pursuant to Article II, Section 3D of these Bylaws); 2. Appear before the City Council on a periodic basis to give a report on the status of activities of the Corporation; and 3. Appear or designate a board member to appear before the City Council, regarding any item being considered by the City Council concerning the Corporation.B. Vice Presidents. The first vice president shall exercise the powers of the president during that officer’s absence or inability to act. The second vice president shall exercise the powers of the president during the absence of the president and the first vice president. The first and second vice presidents shall also perform other duties as from time to time may be assigned by the president or the Board.C. Secretary. The secretary shall keep the minutes of all meetings of the Board and committees in books provided for that purpose, shall give and serve all notices, shall 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 and when necessary shall affix the seal of the Corporation. The secretary 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, as required under the Texas Open Records Act and Article IV, Section 4 of these Bylaws. The secretary shall in general perform all duties incident to the office of secretary subject to the control of the Board. The secretary shall endorse and countersign, on behalf of the Corporation, for collection or issuance, checks, notes and other obligations in or drawn upon such bank or 9
  • 14. banks or depositories as shall be designated by the City Council consistent with these Bylaws. The secretary shall perform all acts incident to the position of secretary subject to the control of the Board of Directors.D. Treasurer. The treasurer shall have charge and custody of all funds and securities of the Corporation; shall receive and give receipts for money due and payable to the Corporation from any source; shall endorse on behalf of the Corporation for collection, checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or depository as the Board of Directors may designate. Whenever required by the Board of Directors, the treasurer shall render a statement of the Corporation’s cash account; shall enter regularly in the books of the Corporation, to be kept by the treasurer for that purpose, a full and accurate account of the Corporation and shall assist the board in preparing an annual budget. The Corporation’s books and accounts shall at all reasonable times be open to examination by any director of the Corporation or any officer or Councilmember of the City of San Angelo upon application at the office of the Corporation during business hours, and to the public as required under the Texas Open Records Act and Article IV, Section 4 of these Bylaws. The treasurer shall perform all acts incident to the position of treasurer, subject to the control of the Board of Directors. The treasurer shall submit a monthly public financial statement to the City Council of the City of San Angelo. ARTICLE IV REQUIRED BOOKS AND RECORDSSECTION 1. CORPORATE RECORDS. The Corporation=s books and records shall include a file endorsed copy of all documentsfiled with the Texas Secretary of State relating to the Corporation, including, but not limited to, theArticles of Incorporation, any articles of amendment, restated articles, articles of merger, articles ofconsolidation, and statement of change of registered office or agent. A copy of the bylaws and any amended versions or amendments to the bylaws. Minutes of the proceedings of the Board of Directors. A list of names and addresses of the directors and officers of the Corporation. A financial statement showing the assets, liabilities, and net worth of the Corporation at theend of the three most recent fiscal years. A financial statement showing the income and expenses of the Corporation for the three mostrecent fiscal years. All rulings, letters, and other documents relating to the Corporation’s federal, state and localtax status. Annual budget which is approved by City Council. 10
  • 15. SECTION 2. ANNUAL BUDGET. At least ninety (90) days prior to October 1st, with the assistance of the Treasurer, the Boardshall prepare and adopt a proposed budget of expected revenues and proposed expenditures for thenext ensuing fiscal year. The fiscal year of the Corporation shall commence on October 1st of eachyear and end on September 30. The budget shall contain such classifications and shall be in suchform as may be prescribed from time to time by the City Council of the City of San Angelo. Thebudget proposed for adoption shall include the projected operating expenses, and such otherbudgetary information as shall be required by the City Council for its approval and adoption. Thebudget shall be considered adopted upon formal approval by the City Council.SECTION 3. FINANCIAL BOOKS, RECORDS, AUDITS. The Treasurer shall keep and properly maintain, in accordance with generally acceptedaccounting principles, complete financial books, records, accounts, and financial statementspertaining to its corporate funds, activities, and affairs. The Corporation=s books are required to be audited by the City’s independent auditor on anannual basis. Cost of the audit will be paid by the Corporation.SECTION 4. RECORDS OPEN TO PUBLIC. The Corporation shall be considered a “governmental body” within the meaning of the TexasGovernment Code, Sec. 552.003 and all records of the Corporation shall be made available to thepublic for inspection or reproduction in accordance with the requirements of the Texas GovernmentCode, Chapter 552 (The Texas Open Records Act). ARTICLE V INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEESSECTION 1. GOVERNMENTAL IMMUNITY. As provided in the Act and in the Articles of Incorporation, the Corporation is, for thepurposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices andRemedies Code), a governmental unit and its actions are governmental functions.SECTION 2. INDEMNIFICATION. The Corporation agrees to indemnify, hold harmless and defend its directors and officer andthe City of San Angelo, its Councilmembers, officers, agents, and employees, from and againstliability or expense for any and all claims, liens, suits, demands, and/or actions for damages, injuriesto persons (including death), property damage (including loss of use), and expenses including courtcosts and attorneys’ fees and other reasonable costs arising out of or resulting from Corporation’s 11
  • 16. functions or activities and from any liability arising out of or resulting from the intentional acts ornegligence, including all such causes of action based upon common, constitutional, or statutory law,or based in whole or in part upon the negligent or intentional acts or omissions of the corporation. This indemnity shall apply even if one or more of those to be indemnified was negligent orcaused or contributed to cause any loss, claim, action or suit. Specifically, it is the intent of theseBylaws to require the Corporation to indemnify those named for indemnification, even for theconsequences of the negligence of those to be indemnified which caused or contributed to cause anyliability.SECTION 3. INSURANCE. The Corporation must purchase and maintain insurance on behalf of any director, officer,employee, or agent of the Corporation, or on behalf of any person serving at the request of theCorporation as a Board member, officer, employee, or agent of another corporation, partnership,joint venture, trust, or other enterprise, against any liability asserted against that person and incurredby that person in any such capacity or arising out of any such status with regard to the Corporation,whether or not the Corporation has the power to indemnify that person against liability for any ofthose acts. ARTICLE VI MISCELLANEOUSSECTION 1. CONSTRUCTION/AMENDMENT OF BYLAWS.A. Legal Authorities Governing Construction of Bylaws. The bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. It is expressly provided that the provisions of the Development Corporation Act of 1979 applicable to corporations governed under Sec. 4B of that Act are incorporated within these bylaws by reference. In the event of any conflict between the applicable provisions of such Act and these bylaws, then the applicable provisions of such Act shall control.B. Legal Construction. If any bylaw provision is held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.C. Headings. The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws.D. Effective Date (Amendment). These bylaws, and any subsequent amendments hereto, shall be effective from and after the date upon which approval has been given both by the Board of Directors and the City Council of the City of San Angelo, Texas. 12
  • 17. These bylaws may be amended or repealed and new bylaws may be adopted by an affirmative vote of four (4) of the authorized directors serving on the Board, subject to approval by the City Council. The City Council may amend these bylaws at any time. Such amendments by the City Council will be duly passed and adopted by motion, resolution or ordinance duly reflected in the minutes of the City Council and, hereafter, duly reported to the Board.SECTION 2. NOTICE AND WAIVER. Whenever under the provisions of these bylaws notice is required to be given to any director or officer, unless otherwise provided such notice may be given personally, or it may be given in writing by depositing the same in the post office or letter box in a post paid envelope or postal card addressed to such director or officer, at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Whenever any notice is required to be given by statute, code, charter, law, or by these bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.SECTION 3. NEGOTIABLE INSTRUMENTS. All checks, drafts, notes or other obligations of the Corporation shall be signed by such of the officers of the corporation or by such person or persons as may be authorized by the Board of Directors.SECTION 4. RESIGNATIONS. Any director or officer may at any time resign. Such resignations 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 the Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.SECTION 5. CITY APPROVAL. To the extent that these bylaws refer to any action, approval, advice, or consent by the City or refer to action, approval, advice or consent by the City Council, such action, approval, advice or consent shall be evidenced by a motion, resolution or ordinance duly passed by the City Council and reflected in the minutes of the City Council.SECTION 6. ORGANIZATIONAL CONTROL. Other than as stated herein, the City Council of the City of San Angelo, at its sole discretion, and at any time, may alter or change the structure, organization or activities of the Corporation (including the termination of the Corporation), subject to the Texas Constitution; State law, the Articles (and Specifically Article Four (a) of the Articles) as well as any limitation on the impairment of contracts entered into by such Corporation.SECTION 7. CORPORATE SEAL. 13
  • 18. The Board may obtain a corporate seal which shall bear the words “Corporate Seal of the City of San Angelo Development Corporation” and the Board may thereafter use the corporate seal and corporate name; but these bylaws shall not be constructed to require the use of the corporate seal.SECTION 8. GIFTS. The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purposes of the Corporation. ARTICLE VII DISSOLUTION OF CORPORATION Upon the dissolution of the Corporation after payment of all obligations of the Corporation,all remaining assets of the Corporation shall be transferred to the City of San Angelo, Texas. ADOPTED AND APPROVED this 18th day of October, 2011. Larry Teague, PresidentATTEST:J. Shawn Lewis, Executive Director 14