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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 5 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 1 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. 2 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 3 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 4 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. 5 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 6 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. 1 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 4 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. 5 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, 6 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 7 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 8 EXHIBIT I3 may alter, amend, or repeal these Bylaws by resolution at its own initiative, without a proposal from the Board. 9