HomeMy WebLinkAbout026635 RES - 01/31/2006RESOLUTION
APPROVING FORMATION OF THE CC DIGITAL COMMUNITY
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 "CC Digital Community Development Corporation" (the "Corporation "), has
Peen filed with the City Council of the City of Corpus Christi, Texas (the "City" or "Corpus
Christi "), by three individuals, each of whom is a citizen of the State of Texas, of the age of 18
nears or more and a resident of the City:
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF CORPUS CHRISTI, TEXAS, THAT:
SECTION 1. The City Council hereby finds and determines that the following factual
recitals are true and support creation of the City of Corpus Christi Citywide Integrated Wi -Fi
Network (the "Network "):
1. Corpus Christi is a city of approximately 280,000 population located in South Texas
on the Gulf of Mexico, the Corpus Christi Bay system, and the Intracoastal Waterway.
2. Corpus Christi is diverse ethnically and racially, with a population of about 55%
Hispanic, 39% Anglo, 4% Black. and 3% Other. The City is committed to equal
opportunity for all its citizens.
3. Corpus Christi is a home rule city under the Texas Constitution, having accepted the
broad powers entrusted to such local governments under Texas law, and the resulting
broad responsibilities for the safety, health and welfare of its citizens.
4. Corpus Christi is a full service city, providing water, wastewater, storm water, and
natural gas utilities. as well as comprehensive public services including police, fire,
emergency medical services, emergency management, streets, solid waste collection,
landfill. public health, neighborhood improvement and protection, health and safety
inspections, animal control, parks. recreation programs, latchkey programs, museums,
libraries, the arts. airport. municipal courts. convention and visitor facilities, enforcement
of discrimination laws, and others.
�. Corpus Christi has traditionally suffered and continues to suffer unacceptable levels of
unemployment; underemployment; salary. wage and benefit levels; educational
attainment: adequate housing; and health problems. All of these problems are directly
related to an insufficient number of quality jobs, and the resulting depressed economic
opportunities limit the availability of resources necessary to adequately fund basic public
services.
6. Corpus Christi has diligently worked to promote the economic prosperity of the
community, with primary focus on job creation which is the lynchpin for economic health
and quality of life for citizens. Toward this goal, the City has undertaken many economic
development initiatives. including an arena, convention center expansion, professional
baseball stadium for a team affiliated with Major League Baseball, seawall rehabilitation,
funding of economic development activities and affordable housing, construction of
Packery Channel, creation of a four -year university affiliated with the Texas A &M
University System. establishment of the Texas State Aquarium and the Lexington
02hr,35
Museum, expansion of military facilities, development of regional water resources, and
support for business and economic development organizations.
7, Corpus Christi's primary public purposes are to deliver comprehensive, first class city
services at the lowest cost, achieve an excellent quality of life for all its citizens, and
create an outstanding economic environment with excellent job opportunities for all
persons.
S. Corpus Christi's ability to achieve its public purposes is currently hampered by the
absence of full access for the City, its citizens and community to the highest possible
level of electronic communications technology. Full access to that level of electronic
technology is indispensable to the City's ability to fully realize its public purposes.
Present access to that technology is far short of the level required.
9. In 2004. Corpus Christi undertook a Wireless Fidelity (WiFi) Network pilot project as
part of developing an Automated Meter Reading (AMR) program to serve its water and
gas utilities. That project was successfully completed in two residential neighborhood
areas with over 2,200 homes.
10 In September 2005, the City Council approved expansion of the Network to include
the entire city. In addition to AMR, the Network expansion will support improvement of
other basic city services including police, fire. emergency medical, emergency
management, inspections, code enforcement, and many others, and will enable the
provision of additional. electronic services by the City or the Corporation. The Network
will enable the Cit , to provide better services at reduced cost.
11 The City is investing in excess of $7,000,000 in infrastructure for the city -wide
Network, and will invest additional significant resources in the continued operation,
maintenance. and upgrading of the System.
12 The completed Network will have excess capacity. That capacity will be made
available to a variety of potential partners whose participation will increase the benefits
and value of the Network, leveraging the public's investment.
13 Potential partners include:
a. Other governmental entities. The Network will provide the opportunity for
governmental entities to improve services at reduced cost, and to better integrate
their services with other public entities for overall community benefit.
b. Educational institutions. The Network will increase citizen access to
affordable, relevant, and convenient educational programs to enhance the quality
of the work force and improve the quality of life, making Corpus Christi a more
attractive home for new and expanded businesses. It will also contribute to
increased enrollment at local educational institutions.
c. Local businesses. The Network will enable online markets that provide local
businesses with tools to enhance their sales and operational effectiveness and
efficiency.
d. Community groups. The Network will enhance the programs of community
groups that promote public purposes of the City.
e. Internet access services. The Network will be a vehicle for internet service
providers to reach more local customers, and for more citizens to have internet
access.
f. Value added services. The Network will enable increased access to a wide
variety of goods and services.
14 Fair value will be contributed by partners in return for the benefit of participation in
the publicly -owned Network. which compensation may be in the form of financial or in-
kind contribution or in carrying out public purposes of the City. Partner participation will
leverage the City's investment to the maximum extent; the greater the total participation
the greater will be the public benefit.
15 These guiding principles will govern design and administration of the Network:
a. Equity and level playing field. It is the intent of the City to provide a level
playing field to all potential partners.
b. Equally important, the City intends to deploy services in a way that ensures
that modern services are available to all of its citizens.
c. In order to become a partner with the City in a collaborative broadband
network, a company or organization should be prepared to bring an asset to the
collaboration. This asset may be financial, technological, or people- based.
d. Interoperability and scalability are two essential components for the network's
hardware. software, and Orgware (people and administrative issues).
e. Attitude i s everything in a partnership; the way that a potential partner
approaches the joint effort will define the success of the endeavor. The City
intends to create partnerships with entities that will approach the partnership with
a positive can do" attitude.
16 Fully utilizing the Network as described above will improve the delivery of City
services at reduced cost: will promote economic prosperity in the community in
numerous ways including increased jobs and business opportunities through a better
educated work force, increased markets for local businesses, ubiquitous access for all
citizens to electronic communications technology, and a quality of life that attracts more
and expanded businesses; and will leverage the City's investment by attracting more
revenues to support the Network.
17 The present and prospective right to gainful employment and general welfare of the
people of Texas and Corpus Christi require as a public purpose the promotion and
development of new and expanded business enterprises and development of job training,
and these will he advanced by implementation of the Network and its increased access to
technology.
18 The existence. development. and expansion of business, commerce, industry, higher
education, and job training are essential to the economic growth of Texas and Corpus
Christi and to the full employment. welfare, and prosperity of its citizens, and these will
be advanced by implementation of the Network and its increased access to technology.
19 Implementation of the Network and its increased access to technology will contribute
to the development and diversification of the economy of Texas and Corpus Christi and
the elimination of unemployment and underemployment therein.
20 Implementation of the Network and its increased access to technology is in the public
interest and serves a public purpose of Texas and Corpus Christi in promoting the welfare
of the citizens of Texas and Corpus Christi economically by the securing and retaining of
business enterprises and the resulting maintenance of a higher level of employment,
economic activity, and stability.
21 Implementation of the Network is a program to promote state and local economic
development and to stimulate business and commercial activity in the City pursuant to
Section 380.001, Texas Local Government Code.
SECTION 2. The City Council hereby finds and determines that it is necessary and
advisable that the Corporation be formed to accomplish the public purposes described in Section
1 of this Resolution.
SECTION 3. The City Council 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
" and incorporated herein. and the form of bylaws proposed to be used by the Corporation, a
copy of which is attached hereto as "Exhibit B" and incorporated herein, and hereby authorizes
the incorporation of the Corporation.
SECTION 4. The City Council finds and determines that the meeting at which this
Resolution is approved is 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 5. All resolutions and parts thereof in conflict herewith are hereby expressly
repealed insofar as they conflict herewith.
SECTION 6. This Resolution shall take effect immediately from and after its adoption
and publication in accordance with the law.
kTTEST:
\rmando Chapa He
City Secretary Mayor
\PPROVE:D THIS DAY OF , 2006;
Lisa Aguilar
assistant City Attorney
l.or City Attorney
4
Corpus Christi, Texas
3r sl" Day of
. 2006
Fite above resolution was passed by the following vote:
Henry Garrett
Brent Chesney
Melody Cooper
Jerry Garcia
Bill Kelly
Rex Kinnison
John E. Marez
Jesse Noyola
Mark Scott
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EXHIBIT A
ARTICLES OF INCORPORATION
CC DIGITAL COMMUNITY DEVELOPMENT CORPORATION
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'), including the applicable provisions of 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 CC DIGITAL COMMUNITY 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 City of Corpus Christi Citywide Integrated Wi -Fi Network (the
"Network ") for the purposes stated in the City's Resolution adopting these Articles, in
order to empower the public with the highest possible level of electronic communications
technology, which will enable provision of the highest quality city services at the lowest
possible cost, create an enhanced economic environment with excellent job and business
opportunities, contribute to the development and diversification of the economy of Texas
and the City and the elimination of unemployment and underemployment therein, and
generate many other related benefits.
The Corporation is formed pursuant to the provisions of the Act as it now exists
or may hereafter be amended (including the applicable provisions of Chapter 394, Texas
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EXHIBIT A
Local Government Code, and other applicable laws referenced in the Act), 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, and privileges,
authority, and functions given by the Act and 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 functions and accomplish
the purposes for which it is created.
The Corporation is a governmental unit as that term is used in Chapter 101, Texas
Civil Practice and Remedies Code, and the operations of the Corporation are
governmental. not proprietary. functions for purposes Chapter 101.
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 of Directors who shall be
appointed by the City Council of the City (the "City Council "). 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. The number of board members after the initial board
members and the term of each board member shall be provided in the Corporation's
Bylaws. Each board member shall serve the term prescribed in the Bylaws or until his or
her successor is appointed by the City Council. Any board member may be removed
from office at any time, with or without cause, by the City Council in its sole discretion.
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. Any change to
Bylaws must be approved by the City Council of the City.
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EXHIBIT A
ARTICLE VII
The street address of the initial registered office of the Corporation is City Hall,
1201 Leopard, Corpus Christi, Texas 78401, which is within the city limits of the City,
and the name of its initial registered agent at such address is Armando Chapa.
ARTICLE VIII
The names and street addresses of the incorporators, each of whom resides within
the City, are:
NAME ADDRESS
George K. Noe
Oscar Martinez
Armando Chapa
1201 Leopard, Corpus Christi, Tx 78401
1201 Leopard, Corpus Christi, Tx 78401
1201 Leopard, Corpus Christi, Tx 78401
ARTICLE IX
The Corporation shall be governed initially by a board of directors consisting of 5
directors. The names and addresses of the initial directors, each of whom resides within
the City, are:
NAME ADDRESS
Rosie Bonilla 15 Hewit Drive
Corpus Christi, Texas 78404
Henry Garrett
Louis Garza
Bud Harris
Roland Mower
6713 Shilling Way Lane
Corpus Christi, Texas 78414
4518 Everhart
Corpus Christi, Texas 78411
101 Baldwin
Corpus Christi, Texas 78404
800 N. Shoreline
Corpus Christi, Texas 78401
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EXHIBIT A
The initial directors shall serve a term that expires May 31, 2006, and each shall
hold office for the term for which the initial director was appointed and until the
director's successor is appointed and has qualified.
ARTICLE X
resolution approving the form of these Articles of Incorporation has been
adopted by the City Council of the City orJyuin1 ,) , 2006.
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 for 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 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 instances, 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
Regardless of any other provisions of these Articles of Incorporation or the laws
of the State of Texas, the Corporation shall not permit any part of the net earnings of the
Corporation to inure 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). Any income earned by the Corporation after
payment of reasonable expenses, debt and such reserves as may be 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
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EXHIBIT A
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
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 the applicable
state law.
ARTICLE XIV
These Articles may not be changed or amended unless approved by the City
Council of the City.
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EXHIBIT A
IN WITNESS WHEREOF, we have hereunto set our hands this day of
Incorporator
Incorporator
Incorporator
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
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EXHIBIT B
BYLAWS
CC DIGITAL COMMUNITY DEVELOPMENT CORPORATION
ARTICLE I
PURPOSES
CC Digital Community 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 City of Corpus Christi Citywide
Integrated Wi -Fi Network (the "Network ") for the purposes stated in the City's
Resolution adopting the Corporation's Articles. in order to empower the public with the
highest possible level of electronic communications technology, which will enable
provision of the highest quality city services at the lowest possible cost, create an
enhanced economic environment with excellent job and business opportunities,
contribute to the development and diversification of the economy of Texas and the City
and the elimination of unemployment and underemployment therein, and generate many
other related benefits.
The Corporation is formed pursuant to the provisions of Subchapter D, Chapter
431. Texas Transportation Code (the "Act ") as it now exists 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 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 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.
Hie Corporation is created as a local governmental corporation pursuant to the
Act and shall be a governmental unit within the meaning of Chapter 101, Texas Civil
Practice and Remedies Code.
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EXHIBIT B
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 initial
Directors were appointed by the City Council of the City (the "City Council ")
through its approval of the Articles of Incorporation (the "Articles "), and shall serve a
term through May 31, 2006. Each subsequent Board of Directors shall be composed of
five Directors. Of the five directors appointed for terms commencing June 1, 2006, three
shall serve terms expiring May 31, 2010, and two shall serve terms expiring May 31,
2008, and thereafter their successors shall serve terms of four (4) years commencing June
1 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 in its sole discretion.
Section 2. Chairperson and Vice - Chairperson. A Chairperson and Vice
Chairperson of the Board shall be elected annually by the Board at its first meeting after
appointment of Directors by the City Council. The Chairperson shall preside at all
meetings of the Board, and have such other duties as may be prescribed by the Articles or
Bylaws. The Vice Chairperson shall preside at meetings in the absence of the
Chairperson, and shall perform any other duties and powers of the Chairperson upon the
Chairperson's death. absence, disability or resignation, or upon the Chairperson's
inability to perform the duties of his or her office.
Section 3. Location of Meetings, Office, Books of Corporation. The Board
shall hold its meetings, have an office, and keep the books of the Corporation at such
place or places within the City as the Board may from time to time determine; provided,
however. in the absence of any other determination, the City Hall of City shall be the
registered office of the ('orporation in the State of Texas.
The Board shall meet in accordance with and file notice of each of its meetings
for the same length of time and in the same manner and location as is required of a city
under Chapter 551, Texas Government Code (the "Open Meetings Act ").
l'he Corporation and the Board are subject to Chapter 552, Texas Government
Code (the "Public Information Act ").
Section 4. Annual Meetings. The annual meeting of the Board shall be held on
the second Wednesday in September, at the time and at the location in the City
designated by resolution of the Board. unless a different annual meeting date is adopted
by resolution of the Board, for the purpose of transacting such business as may be
brought before the meeting.
Section 5. Regular Meetings. Regular meetings may be established by the
Board by resolution and shall be held at the times and places designated by the Board.
EXHIBIT B
Section 6. Special and Emergency Meetings. Special and emergency meetings
of the Board shall be held whenever called by the Chairperson or by a majority of the
Directors who are serving at the time the meeting is called.
the Secretary (as such position is described in Article III of these Bylaws) shall
give notice of each special meeting to each Director in person, by telephone, or by
electronic transmission (e.g., facsimile transmission or electronic mail) or mail at least
three O days before the meeting, at the Director's number or address as it appears on the
books of the Corporation. Notice of each special and emergency meeting shall also be
given in the manner required of the City under the Open Meetings Act.
Section 7. Quorum. A majority of the Directors holding office 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, or by these Bylaws. A Director who is present at a meeting of the Board at
which any corporate action is taken shall be deemed to have assented to such action,
unless he or she expressly votes against the action
Section S. 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. In the absence of the Chairperson and the Vice -
Chairperson, 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 9. Committees. The Board may, by resolution, 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 the
manner required for a meeting of the Board.
In addition. the Board shall establish an advisory committee or committees
composed of discrete stakeholder groups with an interest in the operation of the Network
to receive their input and recommendations about the design and operation of the
Network,
FXHIBfI B
Section 10. No Compensation for Directors. Directors, as such, shall not
receive any salary or compensation for their services as Directors, but may be reimbursed
for expenses in performing their duties.
Section 11. 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
L. 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, as set forth in this Article, and such
other officers as the Board may from time to time appoint. One person may hold more
than one office except 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 March 31 of each year, but an officer shall continue to serve until his or her
successor is appointed. Provided, however, where in these Bylaws an office of the
Corporation is designated to be filled by the holder of a City position, the term of the
corporate officer shall be contemporaneous with his or her term as City officer. Officers
may be re- appointed. Officers need not be Directors.
Section 2. President and Vice President. The City Manager of the City shall
serve as President of the Corporation. The powers and duties of the President shall be to
serve as chief executive officer of the corporation, to provide administrative support to
the corporation. and to perform duties as prescribed by the Board, subject to regulation by
the City Council. The Vice President shall be appointed by the President and shall
perform the duties of the President in the President's absence.
Section 3. Treasurer. The Finance Director of the City shall serve as Treasurer
of the Corporation. 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 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
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EXHIBIT B
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 the
Board, give such bond for the faithful discharge of his or her duties in such form as the
Board may require.
Section 4. Secretary. [he City Secretary of the City shall serve as Secretary of
the Corporation. The Secretary shall keep or cause to be kept the minutes of all meetings
of the Board and its committees 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, he or she may sign with the
President or any Vice President, in the absence of the President, in the name of the
Corporation and /or attest the signatures thereof. all contracts, conveyances, franchises,
bonds, deeds, assignments, mortgages, notes and other instruments 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.
Section 5. 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 rely 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 officers or employees of the Corporation. including members of
the Board. or
h. legal counsel. public accountants, or other persons as to matters the officer
reasonably believes are within the person's professional or expert competence.
Section 6. Hearing Officer. The President or designee 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's, or such other consecutive twelve -month period determined by the Corporation
and approved by the City Council.
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EXHIBIT 13
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 as prescribed in a particular Bylaw provision or 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 herein, 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 of Texas, 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.
Section 8. Dissolution. In the event of liquidation. dissolution, or winding up of
the Corporation. whether voluntary, involuntary or by operation of law, the remaining
property and assets of the Corporation shall be distributed to the City.
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, 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,
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EXHIBIT B
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 or other applicable law, as the same exists or may
hereafter be amended (hut, 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 1 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.
Section 3. Indemnification of Employees and Agents. The Corporation, by
adoption of a resolution of the 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, 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 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 the same extent that it may indemnify and advance expenses to Directors
under this Article V
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EXHIBIT B
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 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
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 cost, charges and expenses (including
attorneys' fees), judgments. fines and amounts paid in settlement with respect to any
action. suit or proceeding, whether civil. criminal, administrative or investigative, to the
fullest 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 all Board members then holding office at any meeting.
Any proposed change or amendment to the Bylaws, however, must be approved by the
City Council by resolution to be effective. Alternatively, at any time, the City Council
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EXHIBIT I3
may alter, amend, or repeal these Bylaws by resolution at its own initiative, without a
proposal from the Board.
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