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 Drive
THE MCNEASE CONVENTION CENTER IS ACCESSIBLE TO PERSONS WITH DISABILITIES.
ACCESSIBLE ENTRIES AND SPECIALLY MARKED PARKING SPACES ARE AVAILABLE AT BOTH
MAIN ENTRANCES AT SURBER DRIVE AND RIO CONCHO DRIVE. IF ADDITIONAL ASSISTANCE
IS 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. every
day 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 Order
II. 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. Adjournment
Given 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 Clerk
City Council Agenda Page 1 of 1 January 22, 2013
Development Corporation

2. City of San Angelo
Memo
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 corporation's 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 a
summary 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 # 4
Possible 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 be
authorized to approve change orders up to the amount of the project budget. To
increase beyond that would require Council approval.

4. Financial Impact: None
Other 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 Schneeman
Publication: N/A
Attachments: Corporation By Laws
Reviewed by Bob Schneeman
Director:
Reviewed by Legal: N/A

5. BYLAWS OF
CITY OF SAN ANGELO DEVELOPMENT CORPORATION
These bylaws govern the affairs of the City of San Angelo Development Corporation (the
“Corporation”) a nonprofit corporation organized under the Texas Development Corporation Act of
1979, Article 5190.6 Vernon’s Texas Revised Civil Statutes Annotated as amended (the “Act”) and
is governed by Section 4B of the Act.
ARTICLE I
PURPOSE AND POWERS
SECTION 1. REGISTERED OFFICE AND REGISTERED AGENT.
The City of San Angelo Development Corporation (the “Corporation”) shall have and
continuously maintain in the State of Texas a registered office, and a registered agent whose office is
identical with such registered office. The Registered Agent for the Corporation shall be the City
Clerk.
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 the
Articles, the same to be accomplished on behalf of the City of San Angelo, Texas (the “City”), as its
duly constituted authority and instrumentality in accordance with Section 4B of the Act, other
applicable laws, and Chapter 2, Article 36 of the San Angelo Code of Ordinances. The Corporation
shall be a non-profit corporation as defined by the Internal Revenue Code 1986, as amended, and the
applicable regulations of the United States Treasury Department and the rulings of the Internal
Revenue Service of the United States prescribed and promulgated thereunder.
It shall not be the purpose of this corporation to engage in carrying on propaganda or
otherwise attempting to influence legislation.
SECTION 3. POWERS.
The Corporation has all the powers both express and implied, granted to corporations
governed by Section 4B of the Act, by the Texas Non-profit Corporation Act and other applicable
laws, subject to the limitations set forth in the Articles of Incorporation of the Corporation (the
“Articles”) and these Bylaws.

6. ARTICLE II
BOARD OF DIRECTORS
SECTION 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
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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.
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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
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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.
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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 (“the
CCIP”), including maintenance and operation costs thereof, for the City which shall include and set
forth a mission and short and long term goals for the corporation. Such plan shall be approved by the
City Council. The CCIP developed by the Board shall be one that addresses the projects set forth in
Article Four(a) of the Articles (the “Development Projects”). The Board shall conduct a public
hearing 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 with
current community needs and is capable of implementing the Development Projects. The Board
shall expend, in accordance with State law and Article Four (a) of the Articles and subject to City
Council approval, the funds received by it for community development where such expenditures will
have a benefit to the citizens of San Angelo. The Board shall make an annual report to the City
Council outlining the following:
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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 each
year.
The Board shall be accountable to the City Council for all activities undertaken by it or on its
behalf, and shall report on all activities of the Board, whether discharged directly by the Board or by
any 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”) issued
by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or
other documents authorizing or relating to their execution or issuance and handled in accordance
with 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=s
bond counsel.
All 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, as authorized by
the City Investment Policy. The treasurer 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 the treasurer and the secretary. The
accounts, reconciliation, and investment of such funds and accounts shall be performed by the
Department 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, 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
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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 submit
to the Comptroller of Public Accounts of the State of Texas, the report required under Section 4C of
the Act, and any other reports that are, or shall become, required to be filed by corporations created
under Section 4B of the Act.
ARTICLE III
OFFICERS
SECTION 1. TITLES AND TERM OF OFFICE.
The officers of the Corporation shall be a president, first and second vice-presidents, a
secretary 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.
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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
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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 RECORDS
SECTION 1. CORPORATE RECORDS.
The Corporation=s books and records shall include a file endorsed copy of all documents
filed with the Texas Secretary of State relating to the Corporation, including, but not limited to, the
Articles of Incorporation, any articles of amendment, restated articles, articles of merger, articles of
consolidation, 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 the
end of the three most recent fiscal years.
A financial statement showing the income and expenses of the Corporation for the three most
recent fiscal years.
All rulings, letters, and other documents relating to the Corporation’s federal, state and local
tax status.
Annual budget which is approved by City Council.
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15. SECTION 2. ANNUAL BUDGET.
At least ninety (90) days prior to October 1st, with the assistance of the Treasurer, the Board
shall prepare and adopt a proposed budget of expected revenues and proposed expenditures for the
next ensuing fiscal year. The fiscal year of the Corporation shall commence on October 1st of each
year and end on September 30. The budget shall contain such classifications and shall be in such
form as may be prescribed from time to time by the City Council of the City of San Angelo. The
budget proposed for adoption shall include the projected operating expenses, and such other
budgetary information as shall be required by the City Council for its approval and adoption. The
budget 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 accepted
accounting principles, complete financial books, records, accounts, and financial statements
pertaining to its corporate funds, activities, and affairs.
The Corporation=s books are required to be audited by the City’s independent auditor on an
annual 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 Texas
Government Code, Sec. 552.003 and all records of the Corporation shall be made available to the
public for inspection or reproduction in accordance with the requirements of the Texas Government
Code, Chapter 552 (The Texas Open Records Act).
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
SECTION 1. GOVERNMENTAL IMMUNITY.
As provided in the Act and in the Articles of Incorporation, the Corporation is, for the
purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and
Remedies Code), a governmental unit and its actions are governmental functions.
SECTION 2. INDEMNIFICATION.
The Corporation agrees to indemnify, hold harmless and defend its directors and officer and
the City of San Angelo, its Councilmembers, officers, agents, and employees, from and against
liability or expense for any and all claims, liens, suits, demands, and/or actions for damages, injuries
to persons (including death), property damage (including loss of use), and expenses including court
costs and attorneys’ fees and other reasonable costs arising out of or resulting from Corporation’s
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16. functions or activities and from any liability arising out of or resulting from the intentional acts or
negligence, 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 or
caused or contributed to cause any loss, claim, action or suit. Specifically, it is the intent of these
Bylaws to require the Corporation to indemnify those named for indemnification, even for the
consequences of the negligence of those to be indemnified which caused or contributed to cause any
liability.
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 the
Corporation 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 incurred
by 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 of
those acts.
ARTICLE VI
MISCELLANEOUS
SECTION 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.
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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.
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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, President
ATTEST:
J. Shawn Lewis, Executive Director
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