HomeMy WebLinkAbout025040 RES - 10/08/2002 •
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A RESOLUTION
APPROVING FORMATION OF NORTH PADRE ISLAND DEVELOPMENT
CORPORATION, AND APPROVING ITS ARTICLES OF
INCORPORATION AND BYLAWS
WHEREAS, an application in writing seeking the incorporation of a local government
corporation under the provisions of the Subchapter D, Chapter 431,Texas Transportation Code,to
be known as"North Padre Island Development Corporation"(the"Corporation"),has been filed with
the City Council of the City of Corpus Christi, Texas (the "City"), by three individuals, each of
whom is a citizen of the State of Texas, of the age of 18 years or more and residents of the City;
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CORPUS CHRISTI, TEXAS:
Section 1. That the City Council of the City found and determined, and hereby finds and
determines, that it is necessary and advisable that the Corporation be formed.
Section 2. That the City Council of the City hereby approves the form of articles of
incorporation proposed to be used in organizing the Corporation,a copy of which is attached hereto
as "Exhibit A", and the form of bylaws proposed to be used by the Corporation, a copy of which is
attached hereto as "Exhibit B",and hereby grants authority for the incorporation of the Corporation.
Section 3. That it is hereby officially found and determined that said meeting was open to
the public as required by law; and that public notice of the time,place,and purpose of said meeting
was given as required by Chapter 551, Texas Government Code.
Section 4. All resolutions and parts thereof in conflict herewith are hereby expressly
repealed insofar as they conflict herewith.
Section 5. That this Resolution shall take effect immediately from and after its adoption and
publication in accordance with the law, and it is accordingly so resolved.
ATTEST:
i ,.407,
. _ /LL
Arma de •- eaM(L -shoo -2_ Samuel L. Ne. , Jr.
fi, City Secretary I Mayor, The City of Corpus Christi
APPROVED THIS 1 DAY OF (Jc.4-0 Lir , 2002;
James R., Bray, Jr., City Attorney
• 6-'1")
025040
NDEXED
CORPUS CHRISTI,TEXAS
Ce44 DAY OF OCkiNVA ,2002
The above resolution was passed by the following vote:
Samuel L.Neal,Jr. _
Brent Chesney
t . �.:
Javier D. Colmenero 1
Henry Garrett ti
•
Bill Kelly (,.11 Oa.,
Rex A. Kinnison f ) '
John Longoria J1,
Jesse Noyola I . ,
I
Mark Scott i .:
H:\LEG•DIRWOEMIUJSA\RES\RES.004
925040
FILED
In the Office of the
ARTICLES OF INCORPORATION Secretary of State of Texas
OF NOV 0 8 2002
NORTH PADRE ISLAND DEVELOPMENT CORPORATION
Corporations Section
We,the undersigned natural persons, each of whom is at least eighteen(18) years of
age or more, and a resident and a qualified voter of the City of Corpus Christi, Texas(the
"City")and a citizen of the State of Texas,acting as incorporators of a corporation under
the provisions of Subchapter D of Chapter 431, Texas Transportation code (the "Act"), and
Chapter 394, Vernon's Texas Codes Annotated, Texas Local Government Code (the"Local
Government Code"), do hereby adopt the following Articles of Incorporation for such
corporation:
ARTICLE I
The name of the corporation is NORTH PADRE ISLAND DEVELOPMENT
CORPORATION (the "Corporation").
ARTICLE II
The Corporation is a public non-profit corporation.
ARTICLE III
The period of duration of the Corporation shall be perpetual.
ARTICLE IV
The Corporation is organized for the purpose of aiding, assisting, and acting on
behalf of the City in the performance of its governmental functions to promote the common
good and general welfare of the City, including,without limitation,the development of the
geographic area of the City included or to be included in Reinvestment Zone Number Two,
City of Corpus Christi, Texas (the"Zone")and neighboring areas,as more particularly
described in Ordinance No. 024270 adopted by the City Council of the City, and as
boundaries of the zone may be amended from time to time,as well as assisting the City and
the Board of Directors of the Zone with respect to their respective duties and
responsibilities under Chapter 311, Texas Tax Code, in furtherance of the promotion,
development, encouragement and maintenance of employment, commerce, economic
development and public facility development in the Zone.
1
The Corporation is formed pursuant to the provisions of the Act as it now or may
hereafter be amended, and Chapter 394, Texas Local Government Code, which authorizes
the Corporation to assist and act on behalf of the City to accomplish any governmental
purpose of the City and to engage in activities in the furtherance of the purposes of its
creation.
The Corporation shall have and exercise all of the rights, powers,privileges,
authority, and functions given by the general laws of the State of Texas to non-profit
corporations, incorporated under the Act including, without limitation,the powers granted
under the Texas Non-Profit Corporation Act, Article 1396-1.01 et seq., Vernon's Texas
Civil Statutes.
The Corporation shall have all other powers of a like or different nature not
prohibited by law which are available to non-profit corporations in Texas and which are
necessary or useful to enable the Corporation to perform the purposes for which it is
created, including the power to issue bonds, notes or other obligations,and otherwise
exercise its borrowing power to accomplish the purposes for which it was created.
The Corporation is created as a local government corporation pursuant to the Act
and shall be a governmental unit within the meaning of Subdivision(2), Section 101.001,
Texas Civil Practice and Remedies Code. The operations of the Corporation are
governmental and not proprietary functions for purposes of the Texas Tort Claims Act,
Section 101.001 et seq., Texas Civil Practice and Remedies Code. The Corporation shall
have the power to acquire land in accordance with the Act as amended from time to time.
ARTICLE V
The Corporation shall have no members and shall have no stock.
ARTICLE VI
All powers of the Corporation shall be vested in a Board consisting of five(5)
persons who shall be appointed by the City Council of the City. The initial board members,
each of whom resides in the City,are identified in Article IX below and shall serve for the
term expiring on the date set forth therein. Subsequent board members shall be appointed
by the City Council of the City. Each subsequent board member shall serve for a staggered
term of two(2)years or until his or her successor is appointed by the City Council of the
City, unless such board member has been appointed to fill an unexpired term, in which case
the term of such board member shall expire on the expiration date of the term of the board
member who he or she was appointed to replace. Any board member may be removed from
office at any time,with or without cause, by the City Council of the City.
2
All other matters pertaining to the internal affairs of the Corporation shall be
governed by the Bylaws of the Corporation, so long as such Bylaws are not inconsistent
with these Articles of Incorporation or the laws of the State of Texas.
ARTICLE VII
The street address of the initial registered office of the Corporation is 1201 Leopard,
Corpus Christi,Texas 78403, which is within the city limits of the City, and the name of its
initial registered agent at such address is David Garcia.
ARTICLE VIII
The names and street addresses of the incorporators, each of whom resides within
the City, are:
NAME ADDRESS
David R. Garcia 1201 Leopard
Corpus Christi, Texas 78403
George K. Noe 1201 Leopard
Corpus Christi,Texas 78403
Armando Chapa 1201 Leopard
Corpus Christi,Texas 78403
ARTICLE IX
The Corporation shall be governed by a board of directors consisting of 5 directors.
The names and street addresses of the initial directors, each of whom resides within the
City, are:
NAME ADDRESS
David R. Garcia 1201 Leopard, Corpus Christi, Tx 78403
George K. Noe 1201 Leopard, Corpus Christi, Tx 78403
Ronald L. Massey 1201 Leopard, Corpus Christi,Tx 78403
Angel R. Escobar 1201 Leopard, Corpus Christi, Tx 78403
Lee Arm Dumbauld 1201 Leopard, Corpus Christi, Tx 78403
3
The initial directors shall serve a term that expires December 31, 2002, and shall
hold office for the term for which the initial director was appointed and until the director's
successor is elected or appointed and has qualified.
ARTICLE X
A resolution approving the form of these Articles of Incorporation has been adopted
by the City Council of the City on October 8, 2002.
ARTICLE XI
No Director shall be liable to the Corporation for monetary damages for an act or
omission in the Director's capacity as a Director, except for liability (i)for any breach of
the Director's duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) for any
transaction from which the Director received an improper benefit, whether the benefit
resulted from an act taken within the scope of the director's office or(iv)for acts or
omissions for which the liability of a Director is expressly provided by statute. Any repeal
or amendment of this Article by the Directors shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a Director existing at the time of
such repeal or amendment. In addition to the circumstances in which a Director is not
personally liable as set forth in the preceding sentences, a Director shall not be liable to the
fullest extent permitted by any amendment to the Texas statutes hereafter enacted that
further limits the liability of a Director.
ARTICLE XII
In accordance with the provisions of Section 501(c)(3)of the Internal Revenue Code
of 1986, as amended (the"Internal Revenue Code"), and regardless of any other provisions
of these Articles of Incorporation or the laws of the State of Texas, the Corporation: (a)
shall not permit any part of the net earnings of the Corporation to enure to the benefit of
any private individual(except that reasonable compensation may be paid for personal
services rendered to or for the Corporation in effecting one or more of its purposes); (b)
shall not direct any of its activities to attempting to influence legislation by propaganda or
otherwise; (c) shall not participate in or intervene in (including the publication or
distribution of statements),any political campaign on behalf of any candidate for public
office; and(d) shall not attempt to influence the outcome of any election for public office or
to carry on,directly or indirectly, any voter registration.drives. Any income earned by the
Corporation after payment of reasonable expenses, debt and such reserves as may be
4
necessary as set forth in the authorizing documents related to the issuance of debt by the
Corporation shall accrue to the City.
The City shall, at all times, have an unrestricted right to receive any income earned
by the Corporation, exclusive of amounts needed to cover reasonable expenditures and
reasonable reserves for future activities. Any income of the Corporation received by the
City shall be deposited into such account or fund as determined by the City Council of the
City. No part of the Corporation's income shall inure to the benefit of any private interests.
If the Board of Directors determines by resolution that the purposes for which the
Corporation was formed have been substantially met and all bonds issued by and all
obligations incurred by the Corporation have been fully paid or provision made for such
payment,the Board shall execute a certificate of dissolution which states those facts and
declares the Corporation dissolved in accordance with the requirements of Section 394.026
of Vernon's Texas Codes Annotated,Local Government Code, or with applicable law then
in existence. In the event of dissolution or liquidation of the Corporation, all assets will be
turned over to the City for deposit into such account or fund as the City Council shall
direct.
ARTICLE XIII
If the Corporation is a private foundation within the meaning of Section 509(a) of
the Internal Revenue Code,the Corporation(a) shall distribute its income for each taxable
year at such time and in such manner as not to become subject to the tax on undistributed
income imposed by Section 4942 of the Internal Revenue Code; (b) shall not engage in any
act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code; (c) shall
not retain any excess business holdings as defined in Section 4943(c)of the Internal
Revenue code; (d)shall not make any investments in such manner as to subject it to tax
under Section 4944 of the Internal Revenue Code;and(e)shall not make any taxable
expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE XIV
The City Council may at any time consider and approve an ordinance directing the
Board to proceed with the dissolution of the Corporation, at which time the Board shall
proceed with the dissolution of the Corporation in accordance with applicable state law.
The failure of the Board to proceed with the dissolution of the Corporation in accordance
with this Section shall be deemed a cause for the removal from office of any or all of the
Directors as permitted by Article VI of these Articles of Incorporation.
5
ARTICLE XV
These Articles may not be changed or amended unless approved by the City Council
of the City.
IN WITNESS WHEREOF, we have hereunto set our hands this_ �qday of fliSteikkA
, 2002.
/a'
corporato /
Incorp a#or
APYI,~v- r9vratirs----
Incorporator
Sworn to and subscribed before me on the 1 day of A. ., 2002, by
David R. Garcia, George K. Noe and Armando Chapa.
Given under my hand and seal of office
this W/J�
! •
cji
• - - ' Iri
. . C
was'n � STATOTEIXS
°Ill
oP4dZpLE$
xQ•OS 25.2003
Notary
6
BYLAWS OF NORTH PADRE ISLAND DEVELOPMENT CORPORATION
TABLEOFCONTENTS
ARTICLE I
PURPOSE .......................................................... 1
ARTICLE Il
BOARD OF DIRECTORS ............................................. 2
Section 1. Appointment Classes, Powers, Number, and Term of Office ........ 2
Section
Section
Section
Section
Section
Section
Section
Section
Section
2. Meetings of Directors ...................................... 2
3. Annual Meetings ......................................... 2
4. Regular Meetings ......................................... 2
5. Special and Emergency Meetings ............................ 2
6. Quorum ................................................ 3
7. Conduct of Business ...................................... 3
8. Committees ............................................. 3
9. Compensation of Directors .................................. 4
10. Director's Reliance on Consultant Information .................. 4
ARTICLE III
OFFICERS ......................................................... 4
Section 1. Titles and Term of Office ................................... 4
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Powers and Duties of the President ........................... 4
Powers and Duties of the Vice President ....................... 4
Treasurer ............................................... 4
Secretary ............................................... 5
City Manager's Offices .................................... 5
Officer's Reliance on Consultant Information ................... 5
Hearing Officer .......................................... 5
ARTICLE IV
MISCELLANEOUS PROVISIONS ...................................... 6
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Fiscal Year .............................................. 6
Seal .................................................... 6
Notice and Waiver of Notice ................................ 6
Resignations ............................................. 6
Gender ................................................. 6
Appropriations and Grants .................................. 6
EXHIBIT "B"
Section 7. Code of Ethics ........................................... 6
ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS ......................... 6
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Right to Indemnification ................................... 6
Advance Payment ........................................ 7
Indemnification of Employees and Agents ...................... 7
Appearance as a Witness ................................... 8
Non-exclusivity of Rights .................................. 8
Insurance ............................................... 8
Notification ............................................. 8
Savings Clause ........................................... 8
ARTICLE VI
AMENDMENTS ................................................... 9
BYLAWS
OF
NORTH PADRE ISLAND DEVELOPMENT CORPORATION
ARTICLE I
PURPOSES
North Padre Island Development Corporation (the "Corporation") is organized for the
purpose of aiding, assisting, and acting on behalf of the City of Corpus Christi, Texas (the
"City") in the performance of its governmental functions to promote the City, including,
without limitation, the development of the geographic area of the City included or to be
included in Reinvestment Zone Number Two, City of Corpus Christi, Texas (the "Zone") and
neighboring areas, as more particularly described in Ordinance No. 024270 adopted by the
City Council of the City, and as the boundaries of the Zone may be amended from time to
time, as well as assisting the City and the Board of Directors of the Zone with respect to their
respective duties and responsibilities under Chapter 311, Texas Tax Code, in furtherance of
the promotion, development, encouragement and maintenance of employment, commerce,
economic development and public facility development in the Zone.
The Corporation is formed pursuant to the provisions of Subchapter D, Chapter 431,
Texas Transportation Code (the "Act") as it now or may hereafter be amended, which
authorizes the Corporation to assist and act on behalf of the City to accomplish any
governmental purpose of the City and to engage in activities in the furtherance of the purposes
for its creation.
The Corporation shall have and exercise all of the rights, powers, privileges, authority,
and functions given by the general laws of the State of Texas to non-profit corporations
incorporated under the Act including, without limitation, the Texas Non-Profit Corporation
Act, Article 1396-1.01 et seq., Vernon's Texas Civil Statutes.
The Corporation shall have all other powers of a like or different nature not prohibited
by law which are available to non-profit corporations in Texas and which are necessary or
useful to enable the Corporation to perform the purposes for which it is created, including the
power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power
to accomplish the purposes for which it was created.
The Corporation is created as a local governmental corporation pursuant to the Act and
shall be a govemmental unit within the meaning of Subdivision (2), Section 101.001, Texas
Civil Practice and Remedies Code. The operations of the Corporation are governmental and
not proprietary functions for purposes of the Texas Tort claims Act, Section 101.001 et seq.,
Texas Civil Practice and Remedies Code. The Corporation shall have the power to acquire
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land in accordance with the Act as amended from time to time.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Appointment, Powers, Number, and Term of Office. All powers of
the corporation shall be vested in the Board of Directors (the "Board"). The Board shall
initially consist of five (5) persons who shall be appointed by the City Council of the City, as
evidenced by the approval of the Articles of Incorporation by the City Council. Each initial
Director shall serve for the term expiring on the date set forth in the Articles of Incorporation.
Subsequent Directors shall be appointed by the City Council of the City. Each subsequent
director shall serve for a term of two (2) years, expiring on December 31 of each year.
Directors may be appointed to succeed themselves. Each Director must be a resident and
qualified elector of the City. Each Director shall serve until a successor is appointed. Any
director may be removed from office at any time, with or without cause, by the City Council
of the City.
Section 2. Meetings of Directors. The Directors may hold their meetings and may
have a office and keep the books of the Corporation at the City Hall, or such other place or
places within the city as the Board may from time to time determine; provided, however, in
the absence of any such determination, the City Hall shall be the registered office of the
Corporation in the State of Texas.
The Board shall meet in accordance with and file notice of each meeting of the Board
for the same length of time ad in the same manner and location as is required of a City under
Chapter 551, Governmem Code (the "Open Meetings Act").
The Corporation, the Board, and any committee of the Board exercising the powers of
the Board are subject to Chapter 552, Government Code (the "Public Information Act").
Section 3. Annual Meetings. The annual meeting of the Board shall be held at the
time and at the location in the City designated by the resolution of the Board for the purposes
of transacting such business as may be brought before the meeting.
Section 4. Regular Meetings. Regular meetings of the Board shall be held at such
times and places as shall be designated, from time to time, by resolution of the Board.
Section 5. Special and Emergency Meetings. Special and emergency meetings of
the Board shall be held whenever called by the President of the Board or by a majority of the
Directors who are serving duly appointed terms of office at the time the meeting is called.
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The Secretary shall give notice of each special meeting in person, by telephone,
electronic transmission (e.g. facsimile transmission or electronic mail) or mail at least three (3)
days before the meeting to each director. Notice of each emergency meeting shall also be
given in the manner required of the City under the Open Meetings Act. 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 or emergency meeting.
Section 6. Quorum. A majority of the Board shall constitute a quorum for the
consideration of matters pertaining to the purposes of the Corporation. If at any meeting of
the Board there is less than a quorum present, a majority of those present may adjourn the
meeting from time to time. The act of a majority of the Directors present and voting at a
meeting at which a quorum is in attendance shall constitute the act of the Board, unless the act
of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws.
A Director who is present at a meeting of the Board at which any corporate action is
taken shall be presumed to have assented to such action, unless his or her dissent shall be
entered in the minutes of the meeting or unless he or she shall file a written dissent to such
action with the person acting as the secretary of the meeting before th adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a Director who
voted in favor of the action.
Section 7. Conduct of Business. At the meetings of the Board, matters pertaining
to the purposes of the Corporation shall be considered in such order as from time to time the
Board may determine.
At all meetings of the Board, the President shall preside, and in the absence of the
President, the Vice President shall preside. In the absence of the President and the Vice
President, an acting presiding officer shall be chosen by the Board from among the Directors
present.
The Secretary of the Corporation shall act as secretary of all meetings of the Board, but
in the absence of the Secretary, the presiding officer may appoint any person to act as
secretary of the meeting.
Section 8. Committees. The Board may, by resolution passed by a majority of the
Directors, designate committees of less than all members to assist with specific matters within
the Board's authority. A committee shall act in the manner provided in the authorizing
resolution. Each committee so designated shall keep regular minutes of the transactions of its
meetings and shall cause such minutes to be recorded in books kept for that purpose in the
office of the Corporation, and shall report the same to the Board from time to time.
Committees authorized to exercise the powers of the Board shall give notice of any meeting in
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the manner required for a meeting of the Board.
Section 9. Compensation of Directors. Directors, as such, shall not receive any
salary or compensation for their services as Directors.
Section 10. Director's Reliance on Consultant Information. A Director shall not
be liable if while acting in good faith and with ordinary care, the Director relies on
information opinions, reports, or statements, including financial statements and other financial
data, concerning the Corporation or another person, that were prepared or presented by:
(a) one or more other officers or employees of the Corporation;
(b) legal counsel, public accountants, or other persons as to matters the officer
reasonably believes are within the person's professional or expert competence; or
(c) a committee of the Board of which the Director is not a member.
ARTICLE III
OFFICERS
Section 1. Titles and Term of Office. The officers of the Corporation shall be the
President, Vice President, a secretary, a treasurer, and such other officers as the City Council
may from time to time elect or appoint. One person may hold more than one office except that
one person shall not concurrently hold the offices of President and Secretary. The term of
office for each officer shall be one (1) year with the term of office expiring on July 31 of each
year. Officers may be reelected.
Section 2. Powers and Duties of the President. The Presidem shall be a member
of the Board and shall preside at all meetings of the Board.
Section 3. Powers and Duties of the Vice President. The Vice Presidem shall be
a member of the Board. The Vice President shall perform the duties and exercise the powers
of the President upon the President's death, absence, disability or resignation, or upon the
President's inability to perform the duties of his or her office. Any action taken by the Vice
President in the performance of the duties of the President shall be conclusive evidence of the
absence or inability to act of the President at the time such action was taken. A Vice President
shall have such other powers and duties as may be assigned to him or her by the Board or the
President.
Section 4. Treasurer. The Treasurer shall have custody of all the funds and
securities of the Corporation which come into his or her hands. When necessary or proper, he
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or she may 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 banks or
depositories as shall be designated in the manner prescribed by the Board; he or she may sign
all receipts and vouchers for payments made to the Corporation, either alone or jointly with
such other officer as is designated by the Board; whenever required by the/Board, he or she
shall render a statement of his or her cash account; he or she shall enter or cause to be entered
regularly in the books of the Corporation to be kept by him or her for that purpose full and
accurate accounts of all moneys received and paid out on account of the corporation; he or she
shall perform all acts incident to the position of Treasurer subject to the control of the Board;
and he or she shall, if required by te Board, give such bond for the faithful discharge of his or
her duties in such for as the Board may require. The Treasurer need not be a member of the
Board.
Section 5. Secretary. The Secretary shall keep or cause to be kept the minutes of
all meetings of the Board in books provided for that purpose; he or she shall attend to the
giving and serving of all notices; in furtherance of the purposes of the Corporation and subject
to the limitations contained in the Articles of Incorporation, he or she may sign with the
president in the name of the Corporation and/or attest the signatures thereof, all contracts,
conveyances, franchises, bonds, deed, assignments, mortgages, notes and other insmmqents of
the Corporation; he or she shall have charge of the Corporation's 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 may
direct, all of which shall at all reasonable times be open to the inspection of any Director upon
application at the office of the Corporation during business hours; and, he or she shall in
general perform all duties incident to the office of Secretary subject to the control of the
Board. The Secretary need not be a member of the Board.
Section 6. City Manager Offices. The City Manager of the City or the designee
thereof will serve as the Executive Director of the Corporation, provide administrative support
services for the Corporation, and perform duties as prescribed by the Board and the City
Council.
Section 7. Officer's Reliance on Consultant Information. In the discharge of a
duty imposed or power conferred on an officer of the Corporation, the officer may in good
faith and with ordinary care mty on information, opinions, reports, or statements, including
financial statements and other financial data, concerning the Corporation or another person,
that were prepared or presented by:
(a)
one or more other officers or employees of the Corporation, including members
of the Board; or
(b) legal counsel, public accountants, or other persons as to matters the officer
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reasonably believes are within the person's professional or expert competence.
Section 8. Hearing Officer. The Executive Director or the designee thereof shall
serve as "hearing officer" of the Corporation for the purpose of conducting any public hearing
required under the Internal Revenue Code of 1986 as a condition precedent to the issuance of
tax-exempt bonds by the Corporation.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the same as the
City, or such other consecutive twelve-month period determined by the Corporation and
approved by the City.
Section 2. Seal. The seal of the Corporation shall be such as from time to time
may be approved by the Board.
Section 3. Notice and Waiver of Notice. Whenever any notice whatever is
required to be given under the provisions of these Bylaws such notice shall be deemed to be
sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper
addressed to the person entitled thereto at his or her post office address, as it appears on the
books of the Corporation, and such notice shall be deemed to have been given on the day of
such mailing. A waiver of notice, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent thereto.
Section 4. Resignations. Any Director or officer may resign at any time. 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 Secretary. The acceptance of
a resignation shall not be necessary to make it effective, unless expressly so provided in the
resignation.
Section 5. Gender. References herein to the masculine gender shall also refer to
the feminine in all appropriate cases, and vice versa.
Section 6. Appropriations and Grants. The Corporation shall have the power to
request and accept any appropriation, grant, contribution, donation, or other form of aid from
the federal government, the State, any political subdivision, or municipality in the State, or
from any other source.
Section 7. Code of Ethics. The Directors of the Corporation shall be subject to
Chapter 2, Article V, of the Code of Ordinances of the City of Corpus Christi.
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ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right to Indemnification. Subject to the limitations and conditions as
provided in this Article V and the Articles of Incorporation, each person who was or is made a
party or is threatened to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative (hereinafter a "proceeding"), or any appeal in such a proceeding or any inquiry
or investigation that could lead to such a proceeding, by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was a Director or officer of the
corporation or while a director or officer of the Corporation is or was serving at the request of
the Corporation as a director, officer partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the
Corporation to the fullest extent permitted by the Texas Non-Profit Corporation Act, as the
same exists or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such amendment) against
judgments, penalties (including excise and similar taxes and punitive damages), fines,
settlements and reasonable expenses (including without limitation, attorneys' fees) actually
incurred by such person in connection with such proceeding, and indemnification under this
Article V shall continue as to a person who has ceased to serve in the capacity which initially
entitled such person to indemnity hereunder. The rights granted pursuant to this Article V
shall be deemed contract rights, and no amendment modification or repeal of this Article V
shall have the effect of limiting or denying any such rights with respect to action taken or
proceedings arising prior to any such amendment, modification or repeal. It is expressly
acknowledged that the indemnification provided in this Article V could involve
indemnification for negligence or under theories of strict liability.
Section 2. Advance Payment. The right to indemnification conferred in this
Article V shall include the right to be paid in advance or reimbursed by the Corporation the
reasonable expenses incurred by a person of the type entitled to be indemnified under Section
I who was, is or is threatened to be made a named defendant or respondent in a proceeding in
advance of the final disposition of the proceeding and without any determination as to the
person's ultimate entitlement to indemnification; provided, however, that the payment of such
expenses incurred by any such person in advance of the final disposition of a proceeding, shall
be made only upon delivery to the Corporation of a written affirmation by such director or
officer of his or her good faith belief that he or she has met the standard of conduct necessary
for indemnification under this Article V and a written undertaking, by or on behalf of such
person, to repay all amounts so advanced if it shall ultimately be determined that such
indemnified person is not entitled to be indemnified under this Article V or otherwise.
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Section 3. Indemnification of Employees and Agents. The Corporation, by
adoption of a resolution of thc Board, may indemnify and advance expenses to an employee or
agent of the Corporation to the same extent and subject to the same conditions under which it
may indemnify and advance expenses to Directors and officers under this Article V; and the
Corporation may indemnify and advance expenses to persons who are not or were not
Directors, officers, employees or agents of the Corporation but who are or were serving at the
request of the Corporation as a director, officer, partner, venture proprietor, trustee, employee,
agent or similar functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other enterprise against any
liability asserted against him or her and incurred by him or her in such a capacity or arising
out of his or her status as such a person to thc same extent that it may indemnify and advance
expenses to Directors under this Article V.
Section 4. Appearance as a Witness. Notwithstanding any other provision of this
Article V, the Corporation may pay or reimburse expenses incurred by a Director or officer in
connection with his or her appearance as a witness or other participation in a proceeding
involving the Corporation or its business at a time when he or she is not a named defendant or
respondent in the proceeding.
Section 5. Non-Exclusivity of Rights. The right to indemnification and the
advancement and payment of expenses conferred in this Article V shall not be exclusive of
any other right which a Director or officer or other person indemnified pursuant to Section 3
of this Article V may have or hereafter acquire under any law (common or statutory),
provision of the Articles of Incorporation of the Corporation or these Bylaws, agreement, vote
of disinterested Directors or otherwise.
Section 6. Insurance. The Corporation may purchase and maintain insurance, at
its expense, to protect itself and any person who is or was serving as a Director, officer,
employee or agent of the Corporation or is or was serving at the request of the Corporation as
a Director, officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint venture,
proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or
loss, whether the Corporation would have the power to indemnify such person against such
expense, liability or loss under this Article V.
Section 7. Notification. Any indemnification of or advance of expenses to a
Director or officer in accordance with this Article V shall be reported in writing to the
members of the Board with or before the notice of the next regular meeting of the Board and,
in any case, within the 12-month period immediately following the date of the indemnification
or advance.
Section 8. Savings Clause. If this Article V or any portion hereof shall be
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invalidated on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify and hold harmless each Director, officer or any other person
indemnified pursuant to this Article V as to costs, charges ad expenses (including attorneys'
fees), judgments, fines and in amounts paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted
by any applicable portion of this Article V that shall not have been invalidated and to the
fullest extent permitted by applicable law.
ARTICLE VI
AMENDMENTS
A proposal to alter, amend, or repeal these Bylaws shall be made by the affirmative
vote of a majority of the full Board at any annual or regular meeting, or at any special meeting
if notice of the proposed amendment be contained in the notice of said special meeting. Any
proposed change or amendment to the Bylaws, however, must be approved by the City
Council of the City to be effective.
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APPLICATION FOR AUTHORIZATION AND APPROVAL
OF THE FORMATION OF NORTH PADRE ISLAND
DEVELOPMENT CORPORATION
STATE OF TEXAS :
COUNTY OF NUECES :
CITY OF CORPUS CHRISTI :
PURSUANT TO the provisions of Subchapter D, Chapter 431, Texas Transportation Code
(the "Act"), the undersigned individuals (the "Incorporators"), each being a citizen of the State of
Texas, of the age of t8 years or more, and a resident of the City of Corpus Christi, Texas (the
"City"), hereby make application to the City Council of the City for the authorization and approval
of the incorporation of a nonprofit local government corporation to be called "North Padre Island
Development Corporation" (the "Corporation"), which Corporation shall have the authority to carry
out the public purposes for which it is incorporated, to exercise the powers with which it is invested
by the Act, its Articles of Incorporation and the City, acting through its City Council, including the
power to issue bonds, notes or other obligations to accomplish such public purposes and powers, as
a public instrumentality and nonprofit corporation to exist and act on behalf of, and for the benefit
of, the general public, the City and the State of Texas.
PURSUANT TO the provisions of the Act, the undersigned Incorporators attach hereto and
present herewith to the City Council of the City for approval, proposed Articles of Incorporation and
Bylaws, pursuant to which it is proposed that the Corporation be formed and governed by.
PURSUANT TO the provisions of the Act, and this application, the undersigned
Incorporators hereby request that the City Council of the City adopt appropriate resolutions
authorizing and approving the formation of the Corporation, the filing of the Articles of
Incorporation, and appointing an initial Board of Directors of the Corporation.
DATEDthis ,~ dayof 0~ ,2002.
Respectfully submitted,
/,,/David R. C~rcia
Armando Chapa
Before me, on this day personally appeared the foregoing individuals, known to me to be the
persons whose names are subscribed to the foregoing instrument in my presence.
Given under my hand and seal of office this
Notary Public