HomeMy WebLinkAbout033129 RES - 08/15/2023Resolution approving the amended bylaws to include a provision for
board member absences for the Corpus Christi B Corporation (the
"Type B Corporation") as approved by the Board of Directors of the
Corpus Christi B Corporation on July 17, 2023.
WHEREAS, on July 17, 2023, the Board of Directors of the Corpus Christi B
Corporation (the "Type B 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
B Corporation. A copy of the amended bylaws is attached hereto as Exhibit A and
incorporated herein.
PASSED AND APPROVED on the IS day of , 2023:
Paulette Guajardo
Roland Barrera
Sylvia Campos
Gil Hernandez
Michael Hunter
Jim Klein
Mike Pusley
Everett Roy
Dan Suckley
ATTEST:
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OF CORPUS CHRISTI
Rebec" Huerta Paulette Guajardo
City Secretary Mayor
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SCANNED
BYLAWS OF CORPUS CHRISTI B CORPORATION
ARTICLE I: PURPOSE AND POWERS
Section 1.1 Purpose. The Corpus Christi B Corporation (the "Corporation") is a Type B
corporation established for the purposes set forth in its Certificate of Formation, acting 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, Chapters 501-505 of the Texas Local
Government Code, as amended (the "Act"), the Texas Non -Profit Corporation Act, Chapter 22 of the
Texas Business Organizations Code, 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 Chapter 505 and other applicable provisions of the Act, and shall have all the powers
set forth and conferred in its Certificate of Formation, 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") subject to the advice and consent of the City and, subject to the restrictions imposed
by the law, by the Certificate of Formation, and by these Bylaws, the Board shall exercise all of the
powers of the Corporation. Any projects undertaken using the funds of the Corporation will require
the approval of the Corpus Christi City Council (the "City Council"), in accordance with the Act.
(b) The Board shall be composed of seven persons appointed by the City Council as laid out
in the Corporation's 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. Directors serve at the
will of City Council and can be removed with or without cause at any time by motion of the City
Council.
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 Quorum. A majority of the entire membership of the Board shall constitute a
quorum to conduct official business of the Corporation.
Section 2.4 Conduct of Business.
(a) The president shall be a voting member of 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 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.
(d) At 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 adopted by the Board.
Section 2.5 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, a secretary, and such other officers as the Board of Directors may from
time to time authorize. A majority of the directors shall elect the officers and fill any vacant offices.
Terms of officers shall expire in accordance with the 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 to the signature of the president, 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, and shall in general perform all duties incident to the office of secretary subject to the control
of the Board. All records of the Corporation are subject to the Texas Public Information Act.
Section 3.5 City Manager's Office. The City Manager of the City, or designee, will
serve as the Executive Director of the Corporation, provide administrative support services for the
Corporation in accordance with section 5.6, and perform duties as prescribed by the Board and City
Council.
Section 3.6 City Council Liaison.
(a) The City Council may, in its discretion, appoint a City Council member as a liaison to
the Corporation for purposes of facilitating communication between the City Council and the Board.
(b) The City Council liaison may:
(c)
1. Attend meetings of the Board and sit with the Board, as if a part of the Board's
membership.
2. Communicate with City Council regarding the activity and discussion at each
Board meeting, so long as any communication between the liaison that the City
Council complies with the Open Meetings Act. The liaison may make scheduled
updates during City Council meetings or discuss Type B business when Type B
projects appear on the City Council agenda.
3. Communicate with the Board at meetings regarding direction from City
Council and participate in the discussion of potential projects as a representative of
City Council.
The City Council liaison may not:
1. Vote on any item considered at a meeting of the Board.
2. Be counted when determining if a quorum of the Board is present.
3. Act as a Director of the Board in any capacity. The City Council liaison is not a
Director of the Corporation and, as such, has no authority to speak on behalf of the
Board. The liaison may communicate as a representative of City Council to facilitate
communication between the Board and the City Council.
Section 3.7 Compensation. Officers, other than City staff, 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. The Corporation shall reimburse the City for the time of all
City staff in accordance with section 5.6.
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, Article 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 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 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 Certificate of Formation.
(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 eligibles
shall not be precluded from reappointment by reason of such automatic resignation.
Section 5.5 Approval by City Council or Advice and Consent of the City. To the
extent that these bylaws or the Certificate of Formation refer to any approval by the City Council,
such approval shall be evidenced by a certified copy of a resolution, ordinance or motion duly
adopted by the City Council. To the extent that that these bylaws or the Certificate of Formation
refer to advice and consent of the City, such advice and consent can be in the form of City Council
approval or other approval by the City Manager, or designee, when appropriate.
Section 5.6 Services of City Staff and Officers. The Corporation shall pay for all
services provided to the Corporation by City staff. Subject to the authority of the City Manager
under the Charter of the City, the Corporation shall utilize the services of the staff and employees of
the City. All requests for staff time or inquiries of staff will be requested through the executive
director of the Corporation. 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. Reasonable compensation for services provided by City staff, including
City staff serving as an officer for the Corporation, is the amount determined by the allocation study
conducted annually for the City, or such other method used by the City to make that determination.
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 Bylaws. These bylaws may be amended only in accordance
with the requirements of the Act.