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Minutes EDC 4B 01/27/1997[MINUTES OF REGULAR ECONOMICDEVELOPMENT i..;•.. i TOWN OF iP CLUB JANUARY 27, 1997 STATE OF TEXAS COUNTY OF DENTON The Economic Development Corporation of the Town of Trophy Club, Texas met in a regular session on Monday, January 27, 1997. The meeting was held within the boundaries of the Town and was open to the public. DIRECTORS PRESENT: Robert Burns President Terry Christlieb Vice President Dan Heath Secretary David Garlitz Treasurer Pam Cates Director Marshall Engelbeck Director John Carter Director TOWN STAFF AND GUEST(S) PRESENT: Karen Sadri Town Secretary John Hill Town Attorney President Robert Burns called the meeting to order and announced a quorum at 7:00 p.m. President Burns announced that the "Official" meeting day would be the second Monday of every month. President Burns asked to take the agenda out of order and to start with item #3. Town Attorney, John Hill, explained that the Economic Development Corporation is a Texas Non -Profit Corporation and that the resolutions for consideration were straight forward and necessary to begin conducting business. The official record book would be kept in the Town Secretary's office at the administration building. He also informed the Corporation the Articles had been filed with the State.. Page 2 Economic Development Corporation Rescheduled Regular Session January 27, 1997 Attorney Hill also explained that Article 4, section IA, of the bylaws, has a wider role for the corporation, than the development of recreation facilities. He stated that these bylaws were "standard" and that the Economic Development Corporation could tailor the bylaws to fit its needs and that section B gives the Economic Development Corporation all rights to the extent of the statute. Following discussion President Burns asked Attorney Hill if the Economic Development Corporation needed to set up a bank account. Attorney Hill acknowledged that the Corporation needed to designate a bank. President Burns asked if there was any money to put into it. Town Secretary Karen Sadri replied "Yes." During the ensuing discussion it was asked if the Economic Development Corporation was covered under the Town's Public Liability Policy and Town Secretary Karen Sadri agreed to find out. Also addressed were any licenses or permits needed and Attorney Hill mentioned that Franchise Tax Exemption forms needed to be filed with the State Comptrollers office. Attorney Hill said he would be the one to do that. Director Garlitz ascertained that the Economic Development Corporation can amend the bylaws at any time with the Town Council's approval. It was also ascertained that the Town Secretary's office(City Staff) would assemble and post the Economic Development Corporation's agendas and transcribe the minutes of the meetings (send the minutes to the Secretary of the Board for review) and then present to the board for approval. Director John Carter moved to adopt a resolution including the "By -Laws," which was seconded by Director Christlieb. Director Heath moved to adopt Texas National Bank and open the Corporation's account there. Director Cates seconded; the motion passed unanimously. Director Carter moved to require two signatures for any check over $2,000.00. The signers are to be the President and Treasurer of the Corporation and one alternate to be appointed by the Board. Director Christlieb seconded; the motion passed unanimously. Director Heath moved to adopt the entire resolution including the "bylaws," accounting fiscal year, bank account establishment, licenses and tax permits to conduct the business of the Corporation. Director Carter seconded; the motion passed unanimously. Director Heath moved that Director Cates be responsible for reconciling the Bank Statements for the Corporation. Director Engelbeck seconded; the motion passed unanimously. Page 3 Economic Development Corporation Rescheduled Regular Meeting January 27, 1997 For the February meeting President Burns asked each of the Directors to submit ideas for a mission statement and a list of priorities on how to spend the money, collected at the next fiscal year. Director Garlitz moved to appoint Karen Sadri as Assistant Secretary of the Economic Development Corporation. Director Carter seconded; the motion passed unanimously. Assistant Secretary Sadri was asked to provide information on TEXPOOL, for investment purposes for the Corporation. Director Engelbeck was asked to provide feedback and information to the Corporation, from the Town Council, regarding the Coalition. Director Cates was asked to investigate the Cedar Hill connection to the Coalition and coordinate with Director Englebeck to present a recommendation to the Board. Director Heath moved to accept the minutes of the November 11, 1996 meeting as written. Director Garlitz seconded; motion passed unanimously. Assistant Secretary Sadri asked if nameplates were necessary for the board members. General consensus was that nameplates were not necessary at this time. Director Christlieb moved to adjourn at 8:25 p.m. Director Heath seconded; motion passed unanimously. President, Trophy Club Economic Development Corporation (SEAL) Secretary, Trophy Club Economic Development Corporation 2/6/97klg �tLSD f the In the Office fl ARTICLES OF INCORPORATION Secretary of 9tatQ °f Texas OF JA% 6 1997 TROPHY CLUB ECONOMIC DEVELOPMENT CO (pns Sect+on WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age and is qualified elector of the Town of Trophy Club,Texas (the "Town"), acting as incorporators of a public instrumentality and non-profit industrial development corporation(the "Corporation") under the Development Corporation Act of 1979, Tex. Rev. Civ. Stat. Ann. art. 5190.6, as amended (the "Act"), with the approval of the Town Council (the "Town Council") of the Town, do hereby adopt the following Articles of Incorporation of the Corporation: ARTICLE ONE NAME The name of the Corporation is "Trophy Club Economic Development Corporation." ARTICLE TWO NON-PROFIT CORPORATION The Corporation is a non-profit industrial development corporation under the Act and is governed by Section 4B of the Act. ARTICLE THREE DURATION Subject to the provisions of Article Eleven of these Articles, the period of duration of the Corporation is perpetual. ARTICLE FOUR PURPOSE A. The purpose of the Corporation is to promote economic development within the Town and the State of Texas in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the Town by undertaking, developing, implementing,providing, and financing projects under the Act and as defined in Section 4B of the Act. B. In the fulfillment of its corporate purpose, the Corporation shall have the power to provide financing to pay the costs of the projects through the issuance or execution of bonds, ARTICLES OF INCORPORATION-Page I of 7 DOC#:373173 notes, and other forms of debt instruments, and to acquire, maintain, operate and lease and sell property, and interests therein, all to be done and accomplished on behalf of the Town and for its benefit and to accomplish its public and governmental purposes as its duly constituted authority and public instrumentality pursuant to the Act and under, and within the meaning of, the Internal Revenue Code of 1986, as amended, and the applicable regulations of the United States Treasury Department and the rulings of the Internal Revenue Service of the United States prescribed and promulgated thereunder. C. In the fulfillment of its corporate purpose, the Corporation shall have and may exercise the powers described in paragraph B of this Article, together with all of the other powers granted to corporations that are incorporated under the Act and that are governed by Section 4B thereof, and, to the extent not in conflict with the Act, the Corporation shall additionally have and may exercise all of the rights, powers, privileges, authorities, and functions given by the general laws of the State of Texas to nonprofit corporations under the Texas Non-Profit Corporation Act, Tex. Rev. Civ. Stat. Ann., article 1396-1.01, et seg., as amended. D. The Corporation is a corporation having the purposes and powers permitted by the Act pursuant to the authority granted in Article III, Section 52-a of the Texas Constitution, but the Corporation does not have, and shall not exercise the powers of sovereignty of the Town, including the power to tax (except for the power to receive and use the sales and use and other taxes specified in Section 4B of the Act) and the police power, except that the Corporation shall have any may exercise the power of eminent domain when the exercise thereof is approved by the Town Council. However, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code), the Corporation is a governmental unit and its actions are governmental functions. E. No bonds, notes, or other debt instruments or other obligations, contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the contracts, agreements, bonds, notes, or other debt instruments or other obligations, or the lending of credit, or a grant of the public money or things of value, of, belonging to, or by the State of Texas, the Town, or any other political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. Any and all of such contracts, agreements, bonds, notes, and other debt instruments and other obligations, contracts and agreements shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by Section 4B of the Act and from such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. ARTICLE FIVE MEMBERSHIP/STOCK The Corporation has no members and is a non-stock corporation. ARTICLES OF INCORPORATION-Page Z of 7 DOC#:373773 ARTICLE STK AMENDMENT OF ARTICLES These Articles of Incorporation may be amended in either one of the methods prescribed in this Article. A. Pursuant to the powers of the Town contained in Section 17(b) of the Act, the Town Council, by resolution, may amend these Articles of Incorporation by filing amendments hereto with the Secretary of State as provided by the Act. B. The board of directors of the Corporation may file a written application with the Town Council requesting approval of proposed amendments to these Articles of Incorporation, specifying in such application the proposed amendments. If the Town Council, by appropriate resolution, finds and determines that it is advisable that the proposed amendments be made, authorizes the same be made, and approves the form of the proposed amendments, the board of directors of the Corporation may proceed to amend these Articles of Incorporation in the manner provided by the Act. C. The board of directors of the Corporation shall not have any power to amend these Articles of Incorporation except in accordance with the procedures established in paragraph B of this Article. ARTICLE SEVEN INITIAL REGISTERED AGENT The street address of the initial registered office of the Corporation is 100 Municipal Drive, Trophy Club, Texas 76262, and the initial registered agent at such address is Donna Welsh. ARTICLE EIGHT BOARD OF DIRECTORS The affairs of the Corporation shall be managed by a board of directors which shall be composed of seven (7) persons appointed by the Town Council, all of who are residents of the Town. At least three (3) members of the board of directors shall be persons who are not members of the Town Council and who are not employees or officers of the Town (the "Citizenmember Class"). No more than two (2) members of the board of directors shall be members of the Town Council (the "Councilmember Class"). The names and street addresses and date of expiration of their initial terms as directors, are as follows: ARTICLES OF INCORPORATION-Page 3 or 7 DOC#:373773 NAMES ADDRESSES DATE OF CLASS OF EXPIRATION OF DIRECTOR TERM Marshall Engelbeck I I I Forest HUI Trophy Club,Texas 05/21/98 Council Member John Career 2 Round Rock CL Trophy Club,Texas 05/21198 Citizenmember Robert Burns 3 Meadow Creek Cc. Trophy Club,Texas 05/21/98 Citizenmember David Garlic I Round Rock Ct. Trophy Club.Texas 05/21/98 Citizenmember Pam Cates 4 Salida Drive Trophy Club,Texas 09/17/99 Citizenmember Dan Heath 19 Meadowbrook Trophy Club,Texas 09/17/98 Citizenmember Terry Christlieb 43 Cimmaron Dr. Trophy Club,Texas 09/17/98 Citizenmember Each director shall hold office for the term for which the director is appointed unless sooner removed or resigned. Each director, including the initial directors, shall be eligible for reappointment. Directors are removable by the Town Council at will and may be removed by the Town Council at any time without cause, and must be appointed for a term of two (2) years. If a director of the Councilmember Class shall cease to be a member of the Town Council, such event shall constitute an automatic resignation as a director and such vacancy shall be filled in the same manner as for other vacancies of the same class. Any vacancy occurring on the board of directors through death, resignation or otherwise shall be filled by appointment by the Town Council to hold office until the expiration of the vacating member's term. ARTICLE NINE INCORPORATOR The name and street address of each incorporator is: Amy Skinner William Polliek 17 Monterey Drive 2 Crooked Creek Court Trophy Club, Texas 76262 Trophy Club, Texas 76262 Pearl O. Ford 2 Spring Creek Court Trophy Club, Texas 76262 P. O. Box 381 Roanoke, Texas 76262 ARTICLES OF INCORPORA71ON-Page 4 or 7 DOC Na 373773 ARTICLE TEN BYLAWS A. The initial bylaws of the Corporation shall be in the form and substance approved by the Town Council. Such bylaws shall be adopted by the Corporation's board of directors and shall, together with these Articles of Incorporation, govern the internal affairs of the Corporation until and unless amended in accordance with this Article. B. Neither the initial bylaws nor any subsequently effective bylaws of the Corporation may be amended without the consent and approval of the Town Council. The board of directors of the Corporation shall make application to the Town Council for the approval of any proposed amendments, but the same shall not become effective unless the same shall be approved by resolution adopted by the Town Council. ARTICLE ELEVEN ALTERING FORM OF CORPORATION; DISSOLUTION A. The Town Council may, in its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation, and it may terminate or dissolve the Corporation, subject to the provisions of paragraphs B and C of this Article. B. The Corporation shall not be dissolved, and its business shall not be terminated, by act of the Town Council or otherwise, so long as the Corporation shall be obligated to pay any bonds, notes, or other obligations and unless the collection of the sales and use tax authorized by Section 4B of the Act is eligible for termination in accordance with the provisions of Section 4B(i) of the Act. C. No action shall be taken pursuant to paragraphs A and B of this Article or pursuant to paragraph B of Article Twelve of these Articles, in any manner or at any time that would impair any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the Corporation. ARTICLE TWELVE DIVIDENDS A. No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses and other obligations shall be distributed to or inure to the benefit of its directors or officers, or any individual, private firm, or private corporation or association, except in reasonable amounts for services rendered. B. If, after the close of any fiscal year, the board of directors shall determine that sufficient provision has been made for the full payment of all current expenses, together with all amounts payable on the contracts, agreements, bonds, notes, and other obligations of the Corporation, and that all of the terms, provisions, and covenants therein have been met, then ARTICLES OF INCORPORATION-Page 5 of 7 DOC B:373773 any net earnings of the Corporation derived from sources other than the sales and use taxes collected for the account of the Corporation pursuant to Section 4B of the Act thereafter accruing and lease payments received in connection with projects financed pursuant to Section 4B of the Act shall be paid to the Town. All sales and use taxes collected for the account of the Corporation pursuant to Section 4B of the Act, and lease payments and other revenues received in connection with projects financed pursuant to Section 4B of the Act shall be used solely for the purposes permitted by Section 4B of the Act. C. If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property rights thereto shall not be transferred to private ownership,but shall be transferred and delivered to the Town after satisfaction or provision for satisfaction of all debts, claims, and contractual obligations, including any contractual obligations granting rights of purchase of property of the Corporation. D. No part of the Corporation's activities shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in any political campaign of or in opposition to any candidate for public office. ARTICLE TBI[RTEEN MEMNIFICATION The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or officer of the Corporation for expenses and costs(including attorneys' fees) actually and necessarily incurred by him in connection with any claim asserted against him by action in court or otherwise by reason of his being or having been such director or officer, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought. As provided in the bylaws, the Board of Directors shall have the power to define the requirements and limitations for the Corporation to indemnify directors and officers, whether present or former, of the Corporation. ARTICLE FOURTEEN ACTION BY UNANIMOUS WRITTEN CONSENT Action may be taken by the board of directors without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors, and such written consent shall have the same force and effect as a unanimous vote of the directors. Each written consent must bear the date of signature of each person signing it. A consent signed by less than all of the directors or committee members is not effective to take the intended action. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Corporation's registered office, and addressed to the president or principal executive officer. ARTICLES OF INCORPORATION-Page 6 of 7 DOC#:373773 ARTICLE FIFTEEN AUTHORIZATION BY TOWN The Town has specifically authorized the Corporation by resolution to act on its behalf to further the public purposes stated in said resolution and in these Articles of Incorporation, and the Town has by said resolution approved these Articles of Incorporation. A copy of said resolution is on file among the permanent public records of the Town and the Corporation. 47Uj&U^LnV VU d � • �.. • !�tlz�/ INCORPORATORS STATE OF TEXAS § COUNTY OF DENTON § BEFORE ME, dersi the u gned Notary Public in and for said County and State, on this day of , 1996, personally appeared before me xr\ C) , ' :D 'd , and _,who, each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true and correct. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year last above written. s pOd<, CATHY M. MORGAS r° Notary Public + A slate of Texas (1 iP�trM rrc+f ifd Czar 7" Sept.3012970 � 'UL � �•� Notary Public, State of Texas ARTICLES OF INCORPORATION-Page 7 of 7 AOC N:373773 BYLAWS OF THE TROPHY CLUB MUNICIPAL ECONOMIC DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1. P ose. 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 Town of Trophy Club, Texas (the "Town") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, as amended, Tex. Rev. Civ. Stat. Ann. Art. 5190.6, as amended (the "Act"), and other applicable laws. Section 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by Section 4B of the Act, and shall have all of the powers set forth and conferred in its Articles of Incorporation, in the 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 1. Powers, Number and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the 'Board") and, subject to the restrictions imposed by 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 consist of seven (7) directors, each of whom shall be appointed by the Town Council(the "Council") of the Town, as provided in the Articles of Incorporation. (c) The directors constituting the first Board shall be those directors named in the Articles of Incorporation. Successor directors shall have the qualifications, shall be of the classes of directors, and shall be appointed to the terms set forth in the Articles of Incorporation. (d) Any director may be removed from the office by the Town Council at will. Section 2. Meetines of Directors. The directors may hold their meetings at such place or places in the Town 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 the principal office of the Corporation as specified in Article V of these Bylaws, -1- DOC#:403146 Section 3. Notice of Meetings. (a) Regular meetings of the Board shall be held without the necessity of written notice to the Directors at such times and places as shall be designated from time to time by the Board. Special meetings of the Board shall be held whenever called by the president, by the secretary, by a majority of the directors, by the Mayor of the Town or by a majority of the Town Council. (b) The secretary shall give notice to each director of the Special Meeting in person or by mail, telephone or telegraph, at least two (2) hours before the meeting. 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 Meeting. At any meeting at which every director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon consistent with applicable law. (c) Whenever any notice is required to be given to the Board, said notice shall be deemed to be sufficient if given 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. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any Regular or Special Meeting of the Board need to specified in the notice or waiver of notice of such meeting, unless required by the Board. A waiver of notice in writing, signed by the persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 4. 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, Chapter 551, Tex. Gov. Code, as amended. Section 5. Quorum. A majority of the entire membership of the Board of Directors shall constitute a quorum for the conduct of 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 of the Corporation unless the act of a greater number is required by law. Section 6. Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. -2- DQC#:403I46 (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. Section 7. Committees of the Board. The Board may designate two or more directors to constitute an official committee of the Board to exercise such authority of the Board as may be specified in. the resolution. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. 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 principal office of the Corporation. Section 8. Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE 1011 OFFICERS Section 1. Titles and Term of Office. (a) The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except that the president shall not hold the office of secretary. Terms of the office shall be one (1) years with the right of an officer to be re- elected. (b) All officers shall be subject to removal from ark office at any time by a vote of the majority of the entire Board. (c) A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. Section 2. Powers and Duties of the President. The president shall be the chief executive officer of the Corporation, and, subject to the paramount authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, shall preside at all meetings of the Board, and may sign and execute all contracts, conveyances, franchises, deeds, assignments, and other instruments in the name of the Corporation. Section 3. Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer's absence or inability to act. -3- DOC M 4M146 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. Section 4. Treasurer. The treasurer shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these Bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, and other obligations in or drawn upon such bank or banks or depositories as shall be designated by the Board consistent with these Bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his duties in such form and amount as the Board or the Council may require. Section 5. Secretarv. The secretary shall keep the minutes of all meetings of the Board in 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, conveyances, franchises, deeds, assignments, and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the papers as the'Board may direct, all of which shall at all reasonable times be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 6. Naming Board Members. The president, each vice president, and the secretary shall be named from among the members of the Board. The treasurer and any assistant secretaries may, at the option of the Board, be persons other than members of the Board, but they may be employees of the Town. Section 7. Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Other officers may be compensated as directed by the Board. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. General Corporate Duties and Authority: (a) The Board shall, if directed by the Town, research, develop, prepare, finance, and implement a recreational facilities development plan. -4- DOC#:403146 (b) In carrying out its obligations under subsection (a), the Corporation shall be authorized to exercise all rights and powers granted under the Act, including, but not limited to Section 4B thereof, and with the objective and for the purpose of developing and diversifying the economy of the State of Texas and the Town, and the elimination of unemployment and underemployment in the State and the Town and the expansion of commerce within the State. (c) The Board shall periodically submit reports to the Town Council as to the status of its activities in carrying out its obligations under this Section, and, with respect to each project undertaken by the Corporation, shall submit quarterly annual reports on the status and finances of such project. (d) Any and all agreements between the Corporation and other parties shall be authorized, executed, approved, and delivered in accordance with applicable law, provided, that, prior to the authorization or execution of any such agreement a copy thereof shall be provided to the Town. (e) All construction and other contracts let or entered into by the Corporation shall be let or entered into in accordance with the laws applicable to the letting or entering into of contracts by the Town, unless applicable law and the Town permit otherwise. Section 2. Annual Corporate Budget. At least ninety (90) days prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures of the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the Town Council. The budget shall not be effective until the same has been approved by the Town Council. Section 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 fund activities and affairs. (b) At the direction of the Town Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff and personnel of the Town. (c) The Corporation, or the Town if the option described in subsection(b) is selected, shall cause its books, records, accounts, and financial statements to be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the Corporation and approved by the Town Council. Such audit shall be at the expense of the Corporation. -5- DOC#:403146 Section 4. Deposit and Investment of Corporate 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 Town. The Board shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its treasure and such other persons as the Board shall designate. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the finance director/treasurer of the Town. Section 5. Expenditures of Corporate Money. (a) The monies of the Corporation, including sales and use taxes collected pursuant to Section 4B of the Act, monies derived from the rents received from the lease or use of property, the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (i) Expenditures from the proceeds of Obligations shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the Town Council prior to the execution of loan or financing agreements or the sale gnd delivery of Obligations to the purchasers thereof required by Section 6 of this Article; (ii) Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations may be used for the purposes of financing or otherwise providing one or more "Projects," as defined in Section 4B of the Act. The specific expenditures shall be described in a resolution or order of the Board and shall be made only after the approval thereof by the Council; (iii) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 2 of this Article or in contracts meeting the requirements of Section 1(d) of this Article. -6- DOC A 403146 Section 6. Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the Town Council shall approve such Obligations by action taken no more than sixty (60) days prior to the date of delivery of such Obligations or refunding Obligations. ARTICLE V MISCELLANEOUS PROVISIONS Section 1. Principal Office. (a) The principal 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 continually designate a registered agent at its registered office, as required by the Act. Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the Town. Section 3. Seal. The seal of the Corporation shall be as determined by the Board. Section 4. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is 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. Approval or Advice and Consent of the Council. To the extent that these Bylaws refer to any approval by the Town or the Council or refer to advice and consent by the Council, such approval, or advice and consent, shall be evidenced by a certified copy of a resolution, order, or motion duly adopted by the Council. Section 6. 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 Council and each employee of the Town, 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. -7- DOC N;403146 ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 1. Effective Date. These Bylaws shall become effective upon the occurrence of the following events: (a) the adoption of these Bylaws by the Board; and (b) the approval of these Bylaws by the Town Council. Section 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. EXECUTED this 27th day of January , 1997. r � Dan uPath , Secretary -8- DbC#:403146 I Mission Statement for Trophy Club Economic Development Corporation Purpose: The purpose of the Corporation is to promote economic development within the Town and the State of Texas in order to eliminate unemployment and under employment, and to promote and encourage employment and the public welfare of, for and on behalf of the Town by undertaking, developing, providing and financing projects under the Act and as defined in Section 4B of the Act. Mission: To design an annual strategy for the expenditure of 1/2% sales and use tax receipts for the purposes defined in Section B of Article 5190.6, V.T.C.S. , of the Development Corporation Act of 1979, and consistent with the objectives of the Town of Trophy Club as defined in the Comprehensive Land Use Plan. The strategy, along with an implementation and oversight plan, will be presented to the Town Council, Town of Trophy Club not later than 1 August of each year.