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R-83-546 - 9/29/1983Body ") of the City of Round Rock (the "Unit "), authorized and approved the creation of the Round Rock Industrial Development Corporation (the "Corporation ") as a nonprofit industrial development corporation under the provisions of the Development Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil Statutes, as amended; and WHEREAS, the Board of Directors of the Corporation has adopted or intends to adopt certain amendments to the Bylaws of the Corporation; and WHEREAS, the Governing Body has been presented with and has examined proposed forms of such amendments to the Bylaws of the Corporation and finds that the form and substance of such Bylaws, as amended, are satisfactory; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, THAT: The amended Bylaws of the Corporation, substantially in the form attached hereto as Exhibit "A ", are hereby approved. ATTEST: RESOLUTION OF THE CITY COUNCIL APPROVING AMENDED BYLAWS OF ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION. WHEREAS, by resolution the City Council (the "Governing RESOLVED this 19 " day of LAND, City Secretary RESOLUTION NO. 5 7 6 R 83. 1 1.11 r Imo_ LAWY L. TiNN, Mayor City of Round ock, Texas pelaAo ,x'4 /e21.0e 9 - 9 -13 AMENDMENTS TO ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION BYLAWS During the recent legislative session, certain amend- ments were made to the Development Corporation Act of 1979 (the "Act "). In order to comply with those amendments to the Act, which become effective September 1, 1983, the following revisions should be made to the Bylaws of the Round Rock Industrial Development Corporation: 1. Article I, Section 1 should be revised to delete the words "Industrial Development" from the section heading to conform with the revised definition of "projects" contained in the Act. 2. Article I, Section 2(2) should be revised to change the name of the Texas Industrial Commission to the Texas Economic Development Commission. 3. Article I, Section 3 should be revised to provide that the books and records of the Corporation shall be open to the public in accordance with the Open Records Act. 4. Article II, Section 2 should be revised to provide that meetings of the Board of Directors shall be open to the public, except as otherwise permitted by the Texas Constitu- tion or the Open Meetings Act. 5. Article II, Section 3 should be revised to comply with the notice requirements of the Open Meetings Act. 6. Article II, Section 4 should be revised to comply with notice and agenda requirements of the Open Meetings Act. 7. Article II, Section 5 has been added to provide for posting of notice of the meeting in compliance with the Open Meetings Act. 8. Article V, Section 4 should be revised to provide that it pertains only to notice given to a director. 9. Article V, Section 6 which permits the Board of Direc- tors to act without a meeting, should be deleted as it conflicts with the Open Meetings Act. Following are additional recommended revisions: 1. Article I, Section 1 should be revised to reflect that the term "project" has the meaning as defined in the Act. 2. Article I, Section 2(2) should be revised to delete reference to findings to be made by the Commission with respect to any project in compliance with the 1981 amend- ments to the Act and the rules of the Commission. 3. Article II, Section 8 should be added to provide for posting notice, calling and conducting of a public hearing pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended, by an officer or director of the Corpo- ration. BYLAWS OF ROUND ROCK CLL1USTRIAL DEVELOPMENT CORPORATION (AS AMFNDEL ON ARTICLE I POWERS AND PURPOSES Section 1. Financing of Projects. In order to implement the purposes for which the Corporation was formed as set forth in the Articles of Incorporation, the Corporation shall issue obligations to finance all or part of the cost of one or more "projects" as defined in the Development Corporation Act of 1979, 1979 Tex, Gen. Laws, Chapter 700, Section 1, at 1675 (the "Act "). Section 2. Conditions Precedent to Issuance of Obligations. The Corporation shall not issue any obligations unless: 1) The City Council (the "Governing Body ") of Round Rock, Texas (the "Unit ") has approved by written resolution any agreement to issue obligations adopted by the Corporation, which agreement and resolution shall set out the amount and purpose of the obligations. No issue of obligations, including refunding bonds, shall be sold and delivered by the Corporation without a written resolution of the Governing Body adopted no more than sixty (60) days prior to the date of sale of the obligations specifically approving the resolution of the Corporation providing for the issuance of the obligations; and 2) The Texas Economic Development Commission, or the executive director thereof, has approved the contents of any lease, sale or loan agreement made by the Corporation under the Act in connection with the issuance of obligations. Section 3. Books and Records; Approval of Programs and Financial Statements. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. All books and records of the Corporation shall be kept at the principal office of the Corporation where they shall be available to the public in accordance with the Open Records Act, Article 6252 -17a, Vernon's Annotated Civil Statutes, as amended. The Unit shall be entitled to approve all programs and expenditures of the Corporation and annually review any financial statements of the Corporation. Section 4. Nonprofit Corporation. The Corporation shall be a nonprofit corporation, and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual firm or corporation, except that in the event the Board of Directors of the Corporation (the "Board of Directors ") shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the Corporation issued to finance all or part of the cost of a project, then any net earnings of the Corporation thereafter accruing with respect to said project shall be paid to the Unit. ARTICLE II BOARD OF DIRECTORS Section 1. Powers, Number and Term of Office. The property and affairs of the Corporation shall be managed and controlled by the Board of Directors and subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws, the Board of Directors shall exercise all of the powers of the Corporation. The Board of Directors shall consist of five (5) directors, each of whom shall be appointed by the Governing Body. The directors constituting the first Board of Directors shall be those directors named in the Articles of Incorpo- ration, each of whom shall serve for two (2) years or until his or her successor is appointed as hereinafter provided. Subsequent directors shall hold office for a term of two (2) years or until their successors are appointed as hereinafter provided. Any director may be removed from office, by the Governing Body, for cause or at will. Section 2. Meetings of Directors. The directors may hold their meetings at such place or places in the State of Texas, as the Board of Directors may from time to time determine; provided, however, in the absence of any such determination by the Board of Directors, the meetings shall be held at the registered office of the Corporation in the State of Texas. Every regular or special meeting of the Board of Directors - 2 - shall be open to the public, except as otherwise permitted by the Constitution of the State of Texas or the Open Meetings Act, Article 6252 -17, Vernon's Annotated Texas Civil Statutes, as amended. Section 3. Regular Meetings. Regular Meetings of the Board of Directors shall be held at such times and places as shall be designated, from time to time, by resolution of the Board of Directors and with such notice as may be required by law from time to tirne. Section 4. Special Meetings. Special Meetings of the Board of Directors shall be held whenever called by the president, by the secretary, by a majority of the directors for the time being in office or upon advice of or request by the Governing Body and with such notice as may be required by law from time to time. The secretary shall give or cause to be given notice to each director of each Special Meeting in person, or by mail, telephone or telegraph, at least one (1) day before the meeting. Section 5. Public Notice. Written notice of the date, hour, place and subject of each meeting of the Board of Directors shall be posted at such times and in such places as notice of each meeting of the Governing Body of the Unit is posted, all as prescribed by the Open Meetings Act, Article 6252 -17, Vernon's Annotated Texas Civil Statutes, as amended. Section 6. Quorum. A majority of the directors fixed by the Articles of Incorporation shall constitute a quorum for the consideration of matters pertaining to the purposes 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 Directors, unless the act of a greater number is required by law. Section 7. Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board of Directors may determine. At all meetings of the Board of Directors, the president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. The secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. - 3 - Section 8. Public Hearings. Public hearings required under Section 103(k` cr the Internal Revenue Code of 1954, as amended, may be caned and conducted by any officer or director of the Corporation, and such officer or director may establish the date, place and time of the hearing and may give notice of the hearing. Section 9. Executive Committee. The Board of Directors, by resolution passed by a majority of the directors in office, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except where action of the Board of Directors is specified by law. The executive committee shall act in the manner provided in such resolution. The executive 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 office of the Corporation, and shall report the same to the Board of Directors from time to time. Section 10. Compensation of Directors. Directors as such shall not receive any salary or compensation for their services, except that they may be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE III OFFICERS Section 1. Titles and Term of Office. The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board of Directors 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 office shall not exceed two years. All officers shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the entire Board of Directors. 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 Board of Directors, he shall - 4 - be in general charge of the properties and affairs of the Corporation; he shall preside at all meetings of the Board of Directors; in furtherance of the purposes of this Corporation, he may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes 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 assigned to him by the Board of Directors and shall exercise the powers of the president during that officer's absence or inability to act. 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 custody of all the funds and securities of the Corporation which come into his hands. When necessary or proper, he 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 of Directors; he may sign all receipts and vouchers for payment made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors; whenever required by the Board of Directors, he shall render a statement of his cash account; he shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose full and accurate accounts of all monies received and paid out on account of the Corporation; he shall perform all acts incident to the posi- tion of treasurer subject to the control of the Board of Directors; he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require. Section 5. Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; he shall attend to the giving and serving of all notices; in furtherance of the purposes of this Corporation, he may sign with the president in the name of the Corporation, and /or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assign- ments, mortgages, notes and other instruments of the Corporation; he shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities of which the - 5 - treasurer shall have .;,.stody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection upon application at the office of the Corporation during business hours, and he shall. in general perform all duties incident to the office of secreia.ry subject to the control of the Board of Directors. Section 6. Compensation. Officers as such shall not receive any salary or compensation for their services, except that they shall he reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE IV PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS Section 1. Effective Date. These Bylaws shall become effective only upon the occurrence of the following events: (1) the approval of these Bylaws by the Governing Body; and (2) the adoption of these Bylaws by the Board of Directors. Section 2. Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation may at any time and from time to time he amended, provided that the Board of Directors files with the Governing Body a written application requesting that the Governing Body approve such amendment to the Articles of Incorporation, specifying in such application the amendment or amendments proposed to be made. If the Governing Body by appropriate resolution finds and determines that it is advisable that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment, the Board of Directors, shall proceed to amend the Articles as provided in the Act. The Articles of Incorporation may also be amended at any time by the Governing Body at its sole discretion by adopting an amendment to the Articles of Incorporation of the Corporation by resolution of the Governing Body and delivering the Articles of Amendment to the Secretary of State as provided in the Act. These Bylaws may be amended by majority vote of the Board of Directors. - 6 - Section 3. Interpretation of Bylaws. These Bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected thereby. ARTICLE V GENERAL PROVISIONS Section 1. Principal Office. The principal office of the Corporation shall be located in Round Rock, Texas. The Corporation shall have and continuously maintain in the State of Texas (the "State ") a registered office, and a registered agent whose business office is identical with such registered office, as required by the Act. The registered office may be, but need not be, identical with the principal office in the State, and the address of the registered office may be changed from time to time by the Board of Directors, pursuant to the requirements of the Act. Section 2. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. Section 3. Seal. The seal of the Corporation shall be as determined by the Board of Directors. Section 4. Notice to Board of Directors and Waiver of Notice. Whenever any notice whatsoever is required to be given to a Director under the provisions of the Act, the Articles of Incorporation or these Bylaws, 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 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 of Directors need be - 7 - specified in the notice given to a Director or waiver of notice of such meet?ng, unless required by the Board of Directors. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 5. 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 be 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 6. Approval or Advice and Consent of the Governing Body. To the extent that these Bylaws refer to any approval by the Unit or refer to advice and consent by the Unit, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the Governing Body. Section 7. Organizational Control. The Unit may, at its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation (including the power to terminate the Corporation), subject to any limitation on the impairment of contracts entered into by such Corporation. Section 8. Dissolution of the Corporation. Upon dissolution of the Corporation, title to or other interests in any real or personal property owned by the Corporation at such time shall vest in the Unit. - 8 -