HomeMy WebLinkAbout033128 RES - 08/15/2023Resolution approving the amended bylaws to include a provision for
board member absences for the Corpus Christi Business and Job
Development Corporation (the "Corpus Christi Business and Job
Development Corporation") as approved by the Board of Directors of
the Corpus Christi Business and Job Development Corporation on
July 17, 2023.
WHEREAS, on July 17, 2023, the Board of Directors of the Corpus Christi
Business and Job Development Corporation (the "Type A Corporation") approved
amended bylaws 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. C
PASSED AND APPROVED on the 151\ day of y S , 2023:
Paulette Guajardo
Roland Barrera
Sylvia Campos
Gil Hernandez
Michael Hunter
Jim Klein
Mike Pusley
Everett Roy
Dan Suckley
ATTEST:
Rebecca Huerta
Y OF CORPUS CHRISTI
aulette Guajardo
City Secretary Mayor
033 1 28
SCANNED
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. Unexcused absences from more than 25% of regularly scheduled
meetings during a term year on the part of any director shall result in an automatic resignation,
which resignation shall be promptly reported to the City Council. An absence shall be deemed
unexcused unless excused by the Board for good cause no later than its next meeting after the
absence. A director requesting that his/her absence be excused may make the request at the next
meeting or may send a written request to the City Secretary's Office, with a copy to the President
and the City staff liaison, at least 24 hours prior to the next meeting. Any director, otherwise
eligible, shall not be precluded from reappointment by reason of such automatic resignation.
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.