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HomeMy WebLinkAbout032301 RES - 12/01/2020Resolution approving the amended bylaws for the Corpus Christi Business and Job Development Corporation (the "Type A Corporation") as approved by the Board of Directors of the Type A Corporation on March 16, 2020. WHEREAS, on March 16, 2020, the Board of Directors of the Corpus Christi Business and Job Development Corporation (the "Type A Corporation") approved amended bylaws to incorporate changes previously made to the Articles of Incorporation (now called Certificate of Formation) and to allow officers to continue to serve until replaced. WHEREAS, City Council approval is required before the amended bylaws can go into effect. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council authorizes the amendment to the bylaws of the Type A Corporation. A copy of the amended bylaws is attached hereto as Exhibit A and incorporated herein. PASSED AND APPROVED this Joe McComb Roland Barrera Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith eTezed, day of Rebecca Huerta City Secretary , 2020: CITY OF CORPUS CHRISTI Joe Mc(iomb Maydrr J 032301 SCANNELT) EXHIBIT A BYLAWS OF CORPUS CHRISTI BUSINESS AND JOB ECONOMIC DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose. The Corpus Christi Business and Job Development Corporation (the "Corporation") is incorporated for the purposes set forth in Article Four of its Articles of Incorporation, the same to be accomplished on behalf of the City of Corpus Christi, Texas (the "City") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Article 5190.6 Tex. Rev. Civ. Stats. Ann. (the "Act"), as amended, the Texas Non -Profit Corporation Act, Article 1396-1.01, et seq., Tex. Rev. Civ. Stats. Ann., as amended (the "Non -Profit Act"), and other applicable laws. Section 1.2 Powers. In the fulfillment of its corporate purposes, the Corporation shall be governed by Section 4A of the Act, and shall have all the powers set forth and conferred in its Articles of Incorporation, in the Act, in the Non -Profit Act and in other applicable law, subject to the limitations prescribed therein and herein and, to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 2.1 Number and Term of Office (a) The affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") under the guidance and direction of the Corpus Christi City Council (the "City Council") and, subject to the restrictions imposed by the law, by the Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall be composed of seven persons appointed by the City Council of the City as laid out in the Corporation's Articles of Incorporation (now called Certificate of Formation). (c) Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term. Section 2.2 Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at an available room at City Hall. Section 2.3 Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meetings Act. Section 2.4 Quorum. A majority of the entire membership of the Board shall constitute a quorum to conduct official business of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law. Section 2.5 Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with the rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside. In the absence of the president, the vice president shall preside. (c) The president shall be a voting member of the Board. (d) 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. The City Secretary shall serve as assistant secretary, to provide administrative support services and official record keeping for the Corporation. Section 2.6 Compensation of Directors. Directors shall serve without compensation, but they may be reimbursed for their actual expenses incurred in the performance of their official duties as directors. ARTICLE III OFFICERS Section 3.1 Titles and Terms of Office. The officers of the Corporation shall include a president, a vice president, and a secretary, and such other officers as the City Council may from time to time authorize. A majority of the directors shall elect the officers and fill any vacant offices. Terms of officers shall be one (1) year with the term of office expiring in accordance with the Articles of Incorporation (now called Certificate of Formation). Officers may be re- elected. So long as the person elected to a position remains a Director, he or she will continue to serve in that position until a new officer is elected by the Board. Section 3.2 Powers and Duties of the President. The president shall be the presiding officer of the Corporation, and after approval by the Board, shall execute all contracts and other instruments in the name of the Corporation. Section 3.3 Vice President. The vice president shall exercise the powers of the president during that officer's absence or inability to act. Section 3.4 Secretary. The secretary or assistant secretary shall keep the minutes of all meetings of the Board and books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, all of which shall be subject to the Texas Public Information Act, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 3.5 City Manager Offices. The City Manager of the City of Corpus Christi or his designee 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 City Council. Section 3.6 Compensation. Officers shall not receive any salary or compensation for those services, except that they may be reimbursed for the actual expenses incurred in the performance of those services. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1 Contracts. No contract or other transaction between the Corporation and any other corporation, person or entity shall be executed unless the majority of the Board who are present and approve such contract are persons with no interest in such other person or entity. Board members are subject to the City's Code of Ethics, Chapter 2, Section V, of the City's Code of Ordinances. Section 4.2 Annual Corporate Budget. Prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall not be effective until the same has been approved by the City Council. Section 4.3 Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) The books, records, accounts, and financial statements of the Corporation shall be maintained for the Corporation by the accountants and other staff of the City. (c) The Corporation's books, records, accounts, and financial statements shall be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the City Council. Such an audit shall be at the expense of the Corporation. Section 4.4 Deposit and Investment of Corporation Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Finance Department of the City. Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected pursuant to Section 4A of the Act and any proceeds deriving therefrom, including proceeds from the investment of funds of the Corporation and proceeds derived from the sale of Obligations, may be expended by the Corporation for its authorized purposes consistent with the Act. Section 4.6 Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City Council approves such Obligations by action taken prior to the date of sale of the obligations. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1 Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Articles of Incorporation. (b) The Corporation shall have and shall continuously designate a registered agent at its office, as required by the Act. Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.3 Seal. The seal of the Corporation shall be determined by the Board. Section 5.4 Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and delivered to the City Secretary, and shall take effect upon appointment of a successor. Section 5.5 Approval or Advice and Consent of the City Council. To the extent that these bylaws refer to any approval by the City or refer to advice and consent by the City Council, such advice and consent shall be evidenced by a certified copy of a resolution, ordinance or motion duly adopted by the City Council. Section 5.6 Services of City Staff and Officers. Subject to the authority of the City Manager under the Charter of the City, the Corporation shall utilize the services and the staff employees of the City. All requests for staff time or inquiries of staff will be requested through the City Manager's Office. The Corporation shall pay reasonable compensation to the City for such services, and the performance of such services shall not materially interfere with the other duties of such personnel of the City. Section 5.7 Indemnification of Directors, Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its Officers and its employees and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: (1) the approval of these bylaws by the City Council; and (2) the adoption of the bylaws by the Board. Section 6.2 Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation and these bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act. Page 6 of 6