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RESOLUTION
APPROVING FORMATION F CROSSTOWN COMMONS DEVEL PMENT
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 "Crosstown Commons 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 filing of the articles
of incorporation of the Corporation with the Secretary of State of the State of Texas.
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 All resolutions and parts thereof in conflict herewith are hereby expressly repealed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 immed- tely from and after its adoption.
ATTEST.
CITY 0
RPUS CH'I Ti
Armando Chapa Hen Garrett
City Secretary Mayor
APPROVED as to form: October 17, 2007
G' ry W. mith
Assistant City Attorney
For the City Attorney
027460
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Page 2 of 2
Corpus Christi, Texas
of Odic16-
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The above resolution was passed by the following vote:
Henry Garrett
Melody Cooper
Larry Elizondo, Sr.
Mike Hummel!
Bill Kelly
v
Priscilla G. Leal
John E. Marez
Nelda Martinez
Michael McCutchon NI 0
C) 2 7 4 6 0
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ARTICLES OF INCORPORATION
OF
CROSSTOWN COMMONS DEVELOPMENT CORPORATION
ION
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 ofCorpus 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 1
The name of the corporation is CROSSTOWN COMMONS DEVELOPMENT
CORPORATION (the "Corporation").
.
ARTICLE II
The Corporation is a public non-profit corporation.
ARTICLE III
The period ofduration 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 approximately
220 -acre site within the City located generally at the northeast corner of the Crosstown
Expressway and Holly Road (the "Crosstown Commons Project Site"), in furtherance of the
promotion, development, encouragement and maintenance of employment, commerce, economic
development and public infrastructure development in the Crosstown Commons Project Site.
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 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 powers granted under the Texas
Non -Profit Corporation Act, Article 1396-1.01 et se l., Vernon's Texas Civil Statutes.
1
Exhibit A
The Corporation shall have all other powers of a like or different nature not prohibited by
lav 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 nine 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 thereon. Subsequent board members shall be appointed by the City Council
of the City. Each subsequent board member shall serve for a 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.
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 ofthe 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 George Noe.
ARTICLE VIII
The names and street addresses of the incorporators, each of whom resides within the
City, are:
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NAME
George Noe
Oscar Martinez
Armando Chapa
ADDRESS
1201 Leopard
Corpus Christi, Texas 78403
1201 Leopard
Corpus Christi, Texas 78403
1201 Leopard
Corpus Christi, Texas 78403
ARTICLE IX
The Corporation shall be governed by a board of directors consisting of nine (9)
directors. The names and street addresses of the initial directors, each of whom resides within
the City, are:
NAME
Henry Garrett
Melody Cooper
Larry Elizondo, Sr.
Mike Hummell
Bill Kelly
Priscilla G. Leal
John E. Marez
Nelda Martinez
Michael McCutchon
3
ADDRESS
1201 Leopard
Corpus Christi, Texas 78403
1201 Leopard
Corpus Christi, Texas 78403
1201 Leopard
Corpus Christi, Texas 78403
1201 Leopard
Corpus Christi, Texas 78403
1201 Leopard
Corpus Christi, Texas 78403
1201 Leopard
Corpus Christi, Texas 78403
1201 Leopard
Corpus Christi, Texas 78403
1201 Leopard
Corpus Christi, Texas 78403
1201 Leopard
Corpus Christi, Texas 78403
The initial directors shall serve a term that expires July 3 2
w off, and shall hold office for the
terrn 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 n has been adopted by
the
City Council of the City on October 23, 2007.
ARTICLE XI
No Director shall be liable to the Corporation for monetarydamages m for an act or
omission in the Director's capacity as a Director, except for liability for an
• y breach of the
Director's duty of loyalty to the Corporation, (ii) for acts or omissionswhich
ingood faith or
involve intentional misconduct or a knowing violation of law, (iii) for any transaction fromwhich the Director received an improper benefit, whether the benefit it resulted from an act taken
within the scope of the Director's office, or (iv) for acts or omissionsliability for which the tof
Director is expresslyprovided bystatute.
Any repeal or amendment of this Article bythe
Directors shall be prospective only, andshall
p p 'not adversely affect any limitation on the personal
liability of a Director existing at the time of such repeal or amaddition p amendment. In to the
circumstances in which a Director is not personally liable as set forth in therecedin sentences,
aces,
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 1 of the Internal Revenue Code of
1986, as amended (the "Integral Revenue Code"), and regardless of anyotherprovisions 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 inure to the benefit of
any private individual
al
(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), anypolitical campaign n on
behalf of anycandidate
p
for public office; andshall not attempt to influence the outcome of
any election for public office or to carry on, directly or indirectly,anyvoter registration drives.
anon drives.
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 anyincome earned by
, the
Corporation, exclusive of amounts needed to cover reasonable expenditures p and reasonable
reserves for future activities. Any income of the Corporation received by the City shall
be
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deposited into such account or fund as determined by the City Council of the City. No part of the
Corporation's income shall insure to the benefit or 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) 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.
ARTICLE XV
These Articles may not be changed or amended unless approved by the City Council of
the City.
5
20 07.
IN WITNESS WHEREOF, we have hereunto set our hands this of ,
6
George Noe, Incorporator
Oscar Martinez, Incorporator
Armando Chapa, Incorporator
Sworn to and subscribed before me, on this day personally appeared George Noe, known
to me to be the person whose name is subscribed to the foregoing instrument and acknowledged
to me that he executed the same for the purposes and consideration therein expressed.
Given under my hand and seal of office this
Notary Public
Sworn to and subscribed before me, on this day personally appeared Oscar Martinez,
known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed.
Given under my hand and seal of office this
Notary Public
Sworn to and subscribed before me, on this day personally appeared Armando Chapa,
known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed.
Given under my hand and seal of office this
7
Notary Public
BYLAWS
OF
CROSSTOWN COMMONS DEVELOPMENT CORPORATION
ARTICLE 1
PURPOSES
Crosstown Commons 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 approximately 220 -acre site within the City located generally
at the northeast corner ofthe Crosstown Expressway and Holly Road (the "Crosstown Commons
Project Site"), in furtherance of the promotion, development, encouragement and maintenance of
employment, commerce, economic development and public infrastructure development in the
Crosstown Commons Project Site.
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 governmental unit within the meaning of Subdivision (2), Section 101.001, Texas Civil
Practice and Remedies Code. The operations of the Corporation are govern ental 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.
1
Exhibit
ARTICLE II
BOARD OF DIRECTORS
Section 1. Appointment, Powers, Number, and Term of, f, ice. All powers of the
Corporation shall be vested in the Board of Directors (the "Board"). The Board shall initially
consist of nine (9) 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 ofthe City. Each subsequent Director shall
serve for a term of two years, expiring on July 31 of each year. Directors may be appointed
to succeed themselves. No Director may serve longer than six (6) years consecutively, unless
such service is required to complete an unexpired term. Each Director must be a resident and
qualified elector of the City. Each Director, including the initial directors, shall be eligible for
reappointment. 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 an 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 and in the same manner and location as is required of a City under
Chapter 551, Government 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 "Open Records 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.
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)
2
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 the 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 ofthe 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. Executive Committee, Other Committees. The Board may, by resolution
passed by a majority of the Directors, designate three (3) or more Directors to constitute an
executive committee or other type of committee. To the extent provided in the authorizing
resolution, a committee shall have and may exercise all of the authority of the Board in the
management of the Corporation, except where action of the Board is specified by statute. A
committee shall act in the manner provided in the authorizing resolution. Each committee so
designated shall keep regular minutes ofthe 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 ofthe Board.
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Section 9. Compensation of Directors. Directors 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 HI
OFFICERS
Section 1. Titles and Term of Office. The officers of the Corporation shall be the
President, the 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 re-elected.
Section 2. Powers and Duties of the President The President shall be a member of
the Board and shall preside at all meetings of the Board. The President shall be the principal
executive officer of the Corporation and, subject to the Board, he or she shall be in general
charge of the properties and affairs of the Corporation. In furtherance of the purposes of the
Corporation and subject to the limitations contained in the Articles of Incorporation, the
President or any Vice President may sign and execute all bonds, notes, deeds, conveyances,
franchises, assignments, mortgages, notes, contracts and other obligations in the name of the
Corporation. The President shall have such other duties as are assigned by the Board. The
President may call special and emergency meetings of the Board.
Section 3. Powers and Duties ofthe Vice President. The Vice President shall be a
member of the Board. The Vice President shall perform the duties and exercise the powers ofthe
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.
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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 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 ofthe 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. 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, deeds, assignments, mortgages, notes and other instruments of the
Corporation; he or she shall have charge ofthe Corporation's books, records, documents ents a d
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. Executive Director. 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. Compensation. Officers shall not receive any salary or compensation for
their services as officers.
Section 8. Officer's i s Consultant f m rtion. 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 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
5
reasonably believes are within the person's professional or expert competence.
Section 9. Hearingff icer. The Executive Director or the designee thereof shall
serve as 'hearing officer' ofthe 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 Corporati
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 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 f Employees and Agents. The Corporation, by adoption
of a resolution of the Board, may indemnify and advance expenses to an employee or agent of
7
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
a such a person to the 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 indemnifi
this Article V that shall not have been invalidated and to the fullest extent permitted by
applicable law.
ARTICLE VI
CODE OF ETHICS
Section 1. Policy and Purposes.
(a) It is the policy of the Corporation that Directors and officers conduct themselves
in a manner consistent with sound business and ethical practices; that the public interest always
be considered in conducting corporate business; that the appearance of impropriety be avoided to
ensure and maintain public confidence in the Corporation; and that the Board establish policies
to control and manage the affairs of the Corporation fairly, impartially, and without
discrimination.
(b) This Code of Ethics has been adopted as part of the Corporation's Bylaws for the
following purposes: (a) to encourage high ethical standards in official conduct by Directors and
corporate officers; and to establish guidelines for such ethical standards of conduct.
Section 2. Conflicts of Interest
(a) Except as provided in subsection (c), a Director or officer is prohibited from
participating in a vote, decision, or award ofa contract involving a business entity or real
property in which the Director or the officer has a substantial interest, if it is foreseeable that the
business entity or real property will be economically benefitted by the action. A person has a
substantial interest in a business i if his or her ownership interest is ten percent or more of the
voting stock or shares of the business entity or ownership of $15,000 or more of the fair market
value of the business entity, or (ii) i
(d) An employee of a public entity may serve on the Board.
Section 3. Acceptance of ` Gifts. No Director or officer shall accept any benefit as
consideration for any decision, opinion, recommendation, vote or other exercise of discretion in
carrying out official acts for the Corporation. No Director or officer shall solicit, accept, or agree
to accept any benefit from a person known n to be interested in or likely to become interested in
any contract, purchase, payment, claim or transaction involving the exercise of the Director's or
officer's discretion. As used here, a benefit does not include:
(a) a fee prescribed by law to be received by a Director or officer or any other benefit
to which the Director or officer is lawfully entitled or for which he or she gives legitimate
consideration in a capacity other than as a Director or officer,
(b) a gift or other benefit conferred on account of kinship or a personal, professional.
or business relationship independent of the official status of the Director or officer;
(c) an honorarium in consideration for legitimate services rendered above and beyond
official duties and responsibilities if:
(1) not more than one honorarium is received from the same person in a
calendar year;
(2)
(3)
not more than one honorarium is received for the same service; and
the value of the honorarium does not exceed $250 exclusive of
reimbursement for travel, food, and lodging expenses incurred by the
Director or officer in performance of the services;
(d) a benefit consisting of food, lodging, transportation, or entertainment
accepted as a guest if reported as may be required by law.
Section 4. Bribery. A Director or officer shall not intentionally or knowingly offer,
confer or agree to confer on another, or solicit, accept, or agree to accept from another:
(a) any benefit as consideration for the Director's or officer's decision, opinion,
recommendation, vote, or other exercise of discretion as a Director or officer;
(b) any benefit as consideration for the Director or officer's decision, vote,
recommendation, or other exercise of official discretion in a judicial or administrative
proceeding; or
(c) any benefit as consideration for a violation of duty imposed by law on the
Director or officer.
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Section 5. Nepotism. No Director or officer shall appoint, or vote for, or confirm the
appointment to any office, position, clerkship, employment or duty, of any person related within
the second degree by affinity r within the third degree of consanguinity to the Director or
officer so appointing, voting or confirming, or to any other Director or officer. This provision
shall not prevent the appointment, voting for, or confirmation of any person who shall have been
continuously employed in any such office, position, clerkship, employment or duty at least thirty
(30) days prior to the appointment of the Director or officer so appointing or voting.
ARTICLE VII
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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