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R-88-1160 - 9/8/1988WHEREAS, the Round Rock City Council recognizes the benefits that economic development brings to every member of the community, and WHEREAS, the Council wishes to take steps to encourage the growth of economic development, and WHEREAS, one means of accomplishing said economic development is through the creation of an economic development foundation, and WHEREAS, the Council wishes to assist in the creation of the Round Rock Economic Development Foundation, a non - profit corporation, and WHEREAS, proposed Articles of Incorporation and Bylaws have been drafted, which are acceptable to the Council, Now Therefore BE IT RESOLVED BY THE CITY• COUNCIL OF ROUND ROCK, TEXAS THAT The proposed Articles of Incorporation and Bylaws of the Round Rock Economic Development Foundation, copies of which are attached hereto, are hereby approved. RESOLVED this 8th day of September, 1988. ATTEST: L e, lt.' —I/ . JO E LAND, City Secretary T27RESOL RESOLUTION NO. //610/e-• MIKE ROBINSON, Mayor City of Round Rock, Texas DATE: September 6, 1988 SUBJECT: Council Agenda, September 8, 1988 ITEM: 13H. Consider a resolution authorizing the approval of By -laws and Articles of Incorporation for the Round Rock Economic Development Corporation. STAFF RESOURCE PERSON: Joe Vining A subcommittee consisting of members of City Council, staff and the Chamber of Commerce has been meeting for several months to formulate a set of By -Laws for the Round Rock Economic Development Foundation. Examples were obtained from other cities and combined with the goals of the committee to form this set of By -Laws. The Foundation is being formed to aid in promoting the Round Rock area. It will serve as a financial vehicle in recruiting and retaining businesses in Round Rock as well as play a very active role in the City economic development efforts. We, the undersigned natural persons of the age of twenty -one years or more, at least two of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Non - Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such Corporation: G7AOIRREDF ARTICLES OF INCORPORATION OF ROUND ROCK ECONOMIC DEVELOPMENT FOUNDATION ARTICLE ONE The name of the Corporation is the Round Rock Economic Development Foundation. ARTICLE TWO The Corporation is a non - profit Corporation. ARTICLE THREE The period of its duration is perpetual. ARTICLE FOUR The primary purpose of this Corporation is to solicit contributions and receive grants from individuals, businesses, corporations, partnerships, foundations, and governmental entities and /or charge dues to its memberships, and to disburse the funds so collected to assist the Economic Development Committee of the Round Rock Chamber of Commerce, the Round Rock Industrial Development Corporation, the City of Round Rock, and other appropriate individuals, businesses, corporations, and partnerships in the promotion of economic development in the Round Rock area. In addition to the foregoing, the Corporation may provide direct assistance to individuals, businesses, corporations, and partnerships engaged in placing jobs and tax generating investments in the Round Rock area. The general purposes and powers are to have and exercise all rights and powers conferred on non - profit corporations under the laws of Texas, or which may hereafter be conferred, including the power to contract, rent, buy or sell personal or real property; provided, however, that this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this Corporation. This Corporation is organized pursuant to the Texas Non - Profit Corporation Act and does not contemplate pecuniary gain or profit to the members thereof and is organized for non - profit purposes. ARTICLE FIVE This Corporation is formed strictly as a civic undertaking and the purposes and powers herein granted shall be limited in their application to rendering financial and other assistance to the manufacturing, industrial, scientific, educational and business development in the Round Rock, Texas area, and to promoting the objectives and purposes hereinbefore set out. ARTICLE SIX This Corporation is not organized for profit or personal gain and there shall never be any dividend declared or paid from profits, but any and all profits accruing or earned shall be placed in a surplus fund to be used in the furtherance of the objectives and purposes of the Corporation. ARTICLE SEVEN The street address of the initial registered office of the Corporation is 221 East Main, Round Rock, Texas, and the name of its initial registered agent at such address is Stephan L. Sheets. ARTICLE EIGHT The number of directors of this Corporation shall be fifteen, or as otherwise specified by the Bylaws of the Corporation, but never less than three. The initial board shall consist of four directors, and the names and addresses of the persons who are to serve as the initial directors until successors have been named are as follows: NAMES Jon Sloan John Turner Ronnie Jean Mike Robinson ADDRESSES 500 Round Rock Avenue, Round Rock, Texas 78664 203 West Main Street, Round Rock, Texas 78664 221 East Main Street, Round Rock, Texas 78664 221 East Main Street, Round Rock, Texas 78664 ARTICLE TEN The names and street address of each incorporator is: NAMES ADDRESSES Mike Robinson 221 East Main Street, Round Rock, Texas 78664 2 . Steve Pena 1717 N. IH -35, Round Rock, Texas 78664 ARTICLE ELEVEN The Articles of Incorporation may at any time, and from time to time, be amended at the discretion of the Round Rock City Council and Round Rock Chamber of Commerce as provided in the Bylaws of the Corporation; so long as the Articles of Incorporation as amended contain only such provisions as are lawful. IN WITNESS WHEREOF, we have hereunto set our hands this the /(o t1 day of ? yr i.t 6v t�1 .{ , A.D. 1911 / ;w THE STATE OF TEXAS COUNTY OF WILLIAMSON I, 17 ,t' 6 2(P fc• A mr: r. , A 23otary Public, do hereby certify that on the /6/V.../, day of (M .i.4 a A ,.. , ) A.D. , 19 R9 , personally appeared before me, in? k, Ali xn +. < m>., , who being by me first duly sworn declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true. 3 . Mike Robinson IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. NOTARY PUBLIC, in and for Williamson County, Texas THE STATE OF TEXAS COUNTY OF WILLIAMSON I, ,'90 /444 // / , A Notary Public, do hereby certify that on the .?dt.( day of .Z 1lt /n , A.D., 19,7 , T, personally appeared before me, e P.r. ~ .4 , who being by me first duly sworn declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. /� • 4�.ry NOTARY P BLIC, "in and for Williamson County, Texas C%C�J/l9 /3.5/O.d t, ce, .04/4. 4. We, the undersigned natural persons of the age of twenty -one years or more, at least two of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Non - Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such Corporation: The name of the Corporation is the Round Rock Economic Development Foundation. ARTICLE TWO The Corporation is a non - profit Corporation. ARTICLE THREE The period of its duration is perpetual. ARTICLE FOUR The purpose of this Corporation is to promote the public interest in and around the Round Rock area, and as a means of achieving this purpose, to render (through national and international marketing, economic and investment promotion programs) an economic development service to the Round Rock area. The Corporation will provide regional economic data and other related assistance to individuals, enterprises and establishments engaged in placing job and tax generating investments in the Round Rock area, and to induce the location in this area of such investments, and to render marketing assistance and support to public transportation facilities and services in such a way as to encourage further development of such assets, and to accumulate, spend, and lend money for said purpose. This Corporation is formed strictly as a civic undertaking and the purposes and powers herein granted shall be limited in their application to rendering financial and other assistance to the manufacturing, industrial, scientific, educational and business development in the Round Rock, Texas area, and to promoting the objectives and purposes hereinbefore set out. This Corporation is not organized for profit or personal gain and there shall never be any dividend declared or paid from profits, but G7AOIRREDF ARTICLES OF INCORPORATION OF ROUND ROCK ECONOMIC DEVELOPMENT FOUNDATION ARTICLE ONE ARTICLE FIVE ARTICLE SIX any and all profits or earned shall be placed in a surplus fund to be used in the furtherance of the objectives and purposes of the Corporation. 0 ARTICLE SEVEN The street address of the initial registered office of the Corporation is 221 East Main, Round Rock, Texas, and the name of its initial registered agent at such address is Stephan L. Sheets. ARTICLE EIGHT The number of directors of this Corporation shall be fifteen, or as otherwise specified by the Bylaws of the Corporation, but never less than three. The initial board shall consist of four directors, and the names and addresses of the persons who are to serve as the initial directors until successors have been named are as follows: NAMES ADDRESSES Jon Sloan John Turner Ronnie Jean Mike Robinson ARTICLE TEN The names and street address of each incorporator is: NAMES ADDRESSES Mike Robinson Steve Pena ARTICLE ELEVEN The Articles of Incorporation may at any time, and from time to time, be amended at the discretion of the Round Rock City Council and Round Rock Chamber of Commerce as provided in the Bylaws of the Corporation; so long as the Articles of Incorporation as amended contain only such provisions as are lawful. (Each Incorporator Must Sign) IN WITNESS WHEREOF, we have hereunto set our hands this the day of , A.D. 19 2. Mike Robinson Steve Pena THE STATE OF TEXAS COUNTY OF WILLIAMSON I, , A Notary Public, do hereby certify that on the day of , A.D. 19, personally appeared before me, , , 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. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. - - t THE STATE OF TEXAS COUNTY OF WILLIAMSON NOTARY PUBLIC, in and for Williamson County, Texas I, , A Notary Public, do hereby certify that on the day of , A.D. 19 personally appeared before me, , who being by me first duly sworn declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. NOTARY PUBLIC, in and for Williamson County, Texas 3 . • ... Name 1.01. The name of this corporation shall be the Round Rock Economic Development Foundation. Office 1.02. The principal office of the corporation shall be in the City of Round Rock, County of Williamson, State of Texas. Purpose 1.03. The purpose of this corporation is to promote the public interest in and around the Round Rock area, and as a means of achieving this purpose, the render (through national and international marketing, economic and investment promotion programs) an economic development service to the Round Rock area. The corporation will endeavor to provide regional economic data and other related assistance to individuals, enterprises and establishments engaged in placing job and tax generating investments in the Round Rock area, and to induce the location in this area of such investments, and to render marketing assistance and support to public transportation facilities and services in such a way as to encourage further development of such assets. No activities shall be engaged in which jeapordize the non - profit status of the corporation. T27RREDF 4 BYLAWS OF ROUND ROCK ECONOMIC DEVELOPMENT FOUNDATION A NON- PROFIT CORPORATION ARTICLE I - NAME, PURPOSE AND OFFICES ARTICLE 2 - MEMBERS Qualification for Membership 2.01. Any person, firm, corporation, governmental entity, association, chamber of commerce or other entity owning property or engaged in business or business related activity in the State of Texas, who expresses an interest in and subscribes to the purposes of c the corporation =shall be eligible for membership. All applications for membership are ,subject - to approval by a majority of all of the Board of Directors and payment of dues as determined. Membership Dues 2.02. The classes of membership and dues shall be established from time to time by the Board of Directors. Designated Representatives 2.03. Each firm, corporation or other entity becoming a member of this corporation shall register with the Secretary the name of such firm, corporation or other entity and the name of the person(s) authorized to represent such corporation, firm, or other entity in this corporation. Termination of Membership 2.04. The Board of Directors, by a majority vote of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing and may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues. 2. Resignation 2.05. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. • Transfer of Membership 2.06. Membership in this corporation is not transferable or assignable. May. ARTICLE 3 - MEETINGS OF MEMBERS Annual Meeting 3.01. The members of the corporation shall meet annually in Special Meetings 3.02. Special meetings of the members may be called by the President or a majority of the Board of Directors. Place of Meeting 3.03. The President shall designate the place for all meeting provided such location is in Round Rock, Texas. Such meeting place shall be designated in the meeting notice. The agenda for each regular meeting shall be within the discretion of the President. Notice of Meetings 3.04. Written notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by mail, to each member not less than ten (10) days nor more than twenty -one 3. (21) days before the date of such meeting, by or at the direction of the President, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. ARTICLE 4 - BOARD OF DIRECTORS General Powers 4.01. The affairs of the corporation shall be managed by its Board of Directors. The five Directors not appointed by the City of Round Rock or the Round Rock Chamber of Commerce must be members of the corporation. Number and Tenure 4.02. The Board of Directors shall consist of fifteen (15) directors Five directors shall be appointed by the Round Rock City Council, five directors shall be appointed by the Round Rock Chamber of Commerce, and five directors shall be appointed by the ten directors selected by the City Council and Chamber. Except for the initial appointments, all directors appointed by the Council and Chamber shall serve for three year terms. The five directors appointed by the Council and Chamber shall serve for one year terms. The five intial appointments of the Chamber of Commerce shall consist of three appointments for a one year term and two 4. appointments for a two year term. The five initial appointments of the City Council shall consist of three appointments for a three year term and two appointments for a two year term. Thereafter, all appointments made by the City Council and Chamber of Commerce shall be for a three year term. Regular Meetings 4.03. For the first year of the corporation, monthly meetings will be held of the Board of Directors. Thereafter, quarterly meetings will be held. The Board of Directors may provide by notice /resolution the time and place for the holding of additional regular meetings of the Board when such meeting is needed. Special Meetings 4.04. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them. Meetings by Telephone 4.05. Any meeting of the Board of Directors may be held by telephone conference call in which all or certain of the Directors are not physically present at the place of meeting, but all participate in the conduct thereof by telephone. For the purpose of determining the presence of a quorum and for all voting purposes at 5. such a meeting, all participating Directors shall be considered present and acting. Notice 4.06. Notice of any special meeting of the Board of Directors shall be given at least one (1) week previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any 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 because 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 be specified in the notice of waiver of notice of such meeting, unless specifically required by law or by these bylaws. Quorum 4.07. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 6 . Attendance 4.08. A Director shall have not more than two unexcused absences from regular meetings per year. If a Director has more than two unexcused absences from regular meetings, he shall automatically forfeit his position as Director, and whoever appointed said Director shall fill that position for the unexpired term. Manner of Acting 4.09. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws. Vacancies 4.10. Any vacancy occuring in the Board of Directors shall be filled by whoever appointed the Director's position that is then vacant. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office. Compensation 4.11. Directors shall not receive salaries for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Informal Action by Directors 4.12. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing 7. setting forth the action so taken shall be signed by all of the Directors. Removal 4.13. Any Director appointed by the City Council may be removed from office by the City Council for cause or at will. Any Director appointed by the Chamber of Commerce may be removed from office by the Chamber of Commerce for cause or at will. The five other Directors may be removed from office by the City Council and Chamber of Commerce for cause or at will. Informal Action by Directors Any action required by law`to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors. ARTICLE 5 - OFFICERS Officers 5.01. The officers of the corporation shall be a President, Vice - President, Secretary and Treasurer. Election and Term of Office 5.02. The officers of the corporation shall be elected annually by the Board of Directors at a regular or annual meeting of the Board of Directors. Each officer shall hold office from the first day of 8. October through the last day of September or until his successor shall be elected. Removal 5.03. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby. Vacancies 5.04. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. President 5.05. The President shall be the chief executive officer of the corporation and, subject to the Board of Directors, he shall 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. Vice - President 5.06. 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 officers's absence or inability to act. Any action taken by the Vice - President in the 9 . 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. Secretary 5.07. 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, assignments, mortgages, notes and other instruments of the corporation; he shall have charge of the corporate books, records, documents and instruments, except the books of the account and financial records and securities of which the Treasurer shall have custody 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 Secretary subject to the control of the Board of Directors. Treasurer 5.08. 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 10. 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 of the position 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. Compensation 5.09. Officers 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. a ARTICLE 6 - GENERAL COUNSEL 6.01. The Board may ..appoint a, competent attorney at General Counsel who shall meet with the Board from time to time and shall be generally knowledgeable and involved in the affairs of the corporation. 11. ARTICLE 7 - CONTRACTS, CHECKS, DEPOSITS, AND FUNDS Contracts 7.01. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Gifts 7.02. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation, provided that such gift is consistent with the corporation's tax- , exempt status. ARTICLE 8 - MISCELLANEOUS PROVISIONS Corporate Seal 8.01. No corporate seal shall be required. Fiscal Year 8.02. The fiscal year of the Foundation shall extend from October 1 through September 30. Organizational Control 8.03. The City Council and Chamber of Commerce may, at their sole discretion, and at any time, alter or change the structure, organization, programs or activities of the corporation (including 12. the power to terminate the corporation), subject to any limitation on the impairment of contracts entered into by the corporation. 9.01. The Articles of Incorporation and Bylaws may at any time and from time to time be amended, provided that the Board of Directors file with the City Council and Chamber of Commerce a written application requesting that the Council and Chamber approve such amendment, specifying in such application the amendment or amendments proposed to be made. If both the Council and Chamber by appropriate resolutions find and determine that it is advisable that the proposed amendment be made, authorizing the same to be made and approves the form of the proposed amendment, the Board of Directors shall proceed to amend the Articles or Bylaws as appropriate. 9.02. The Articles of Incorporation may also be amended by the Council and Chamber at their sole discretion by adopting an amendment to the Articles of Incorporation by resolution and delivering the Articles of Amendment to the Secretary of the State. 9.03. The Bylaws may also be amended by the Council and Chamber at their sole discretion by adoption by each of such amendment. ARTICLE 9 - AMENDMENTS TO ARTICLES OF INCORPORATION BYLAWS ARTICLE 10 - 10.01. In the event of the voluntarily or involuntarily, title 13. DISSOLUTION dissolution of this organization, to or other interests in any real or personal property owned by the corporation at such time shall vest in the City of Round Rock. 14. STEPHAN L. SHFET 309 E. MATH ROUND ROCP 'IX 78664 Rc kOU'JU knC( FCnNOMIC UFVFLOPI[NT FOUNuATIUN CHARTER IVUN! 01102677—U1 IT HAS 'Efh UUR PLEASURE TO APPROVE AVU PLACE UN PECURU THE ARTICLES DE TN('UoPflt.ATION THAT CREATED YOUP CURPORAIIUN. WE EXTEND OUR REST WISHES NJ" SUCCFSS IN YOUR 'JEW VENTURE. AS A CuPP^RafIUV, YOU ARC sUUJECT TP STATE TAX LAWS. SOME NUN — PROFIT t.ORPURATI ' ARr rXFMPI FqU" THE PAYMENT OF FRANCHISE TAXES ANO MAY ALSO RE EYLFPT r ROM [HL PAYMENT OF SALES AND USE TAX ON THE PURCHASE OF TAKA"LE ITEMS. IF YOU FEEL THAT UNDER THE LAW YOUR CORPORATION IS ENTITLED TN dF EXEMPT IOU MUST APPLY TO THE COMPTROLLER OF PUBLIC AC— L9UNiS FUR THE FXrMPTIUN. THE SECRETARY DF STATE CANNOT MAKE SUCH UETrR' ^1NATION FnR YOUR CUPPORATIUN. IF WE LAN 6F OF FURTHER SEkVICE AT ANY TIME, PLEASE LET US KNOW. Elte S tate of Ems S etrefarg of 55 JAN. 31, 1989 FEB 6 RECD VERY TRULY YOURS, cut_ NN Secretary of State - A -L 1H 'JNDERSI(NED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HFk CEPITFIES THAT AQ1ICLES OF INCORPORATION FOR THE ABOVE CORPUQAT1f'l, DULY SIGNED AND VERLFIEU HAVE BEN RECEIVED IN THIS UFFTCn ANO AKF FOUND TO CONFORM TD LAW. ACCORDINGLY THE UNDERSIGNED, AS SUCH SECRETARY OF STATE, AND BY VIRTU flF THE AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CLRTIFICAIF OF INCORPUP.ATION ANU ATTACHES HERETO A COPY OF THE ARTTCLLS OF INCfRPORATION. ISSUANCE Ur THIS CERTIFICATE OF INCORPORATION DUES NOT AUTHORIZE THE USE Ur A CURPf1RAIF NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF ANOTHER UNDrR THE FEDERAL TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK LAW, THE ASSIIi1rU d'ISINFSS OR PROFESSIONAL NAME ACT OR THE COMMON LAW. 1.11T VIN. 1 1, 1919 the ,State of Eexas Secretttrg of Mute CERTIFTCATE OF INCORPORATION OF ROUMU ROCK FCr DEVELOPMENT FOUNDATION CHARTER NUMBER U110L677 CLLL. M 1 Luc Secretary of State G7AOIRREDF HUD In the 0!iic° of the ARTICLES OF INCORPORATION OF Serteiary o! State of texas ROUND ROCK ECONOMIC DEVELOPMENT FOUNDATION JAN 3J 193=3 Coipoialions Section Wo, the undersigned natural persons of the age of twenty -one years or more, at least two of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas non- Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such Corporation: ARTICLE ONE The name of the Corporation is the Round Rock Economic Development Foundation. ARTICLE _WI The Corporation is a non - profit Corporation. ARTICLE THREE The period of its duration is perpetual. ARTICLE FOUR The primary purpose of this Corporation is to solicit contributions and receive grants from individuals, businesses, corporations, partnerships, foundations, and governmental entities and /or charge dues to its memberships, and to disburse the funds so collected to assist the Economic Development Committee of the Round Rock Chamber of Commerce, the Round Rock Industrial Development Corporation, the City of Round Rock, and other appropriate individuals, businesses, corporations, and partnerships in the promotion of economic development in the Round Rock area. In addition to the foregoing, the Corporation may provide direct assistance to individuals, businesses, corporations, and partnerships engaged in placing jobs and tax generating investments in the Round Rock area. The general purposes a•.d powers are to have and exercise all rights and powers conferred on non - profit corporations under the laws of Texas, or which may hereafter be conferred, including the power to contract, rent, buy or sell personal or real property; provided, however, that this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposa'of this Corporation. This Corporation is organized pursuant to the Texas Mon- Profit Corporation Aut and does not contemplate pecuniary gain or profit to the members thereof and is organized for non - profit purposes. NAMES Jon Sloan John Turner Ronnie Jean Mike Robinson ARTICLE FIVE This Corporation is formed strictly as a civic undertaking and the purposes and powers herein granted shall be limited in their application to rendering financial and other assistance to the manufacturing, industrial, scientific, educational and business development in the Round Rock, Texas area, and to promoting the objectives and purposes hereinbefore set out. ARTICLE SIX This Corporation is not organized for profit or personal gain and there shall never be any dividend declared or paid from profits, but any and all profits accruing or earned shall be placed in a surplus fund to be used in the furtherance of the objectives and purposes of the Corporation. ARTICLE SEVEN The street address of the initial registered office of the Corporation is 221 East Main, Round Rock, Texas, and the name of its initial registered agent at such address is Stephan L. Sheets. ARTICLE EIGHT The number of directors of this Corporation shall be fifteen, or as otherwise specified by the Bylaws of the Corporation, but never less than three. The initial board shall consist of four directors, and the names and addresses of the persons who are to serve as the initial directors until successors have been named are as follows: ADDRESSES 500 Round Rock Avenue, Round Rock, Texas 78664 203 West Main Street, Round Rock, Texas 78664 221 East Main Street, Round Rock, Texas 78664 221. East Main Street, Round Rock, Texas 78664 ARTICLE TEN The names and street address of each incorporator is: NAMES ADDRESSES Mike Robinson 221 East Main Street, Round Rock, Texas 78664 2 . Steve Pena 1717 N. IH -35, Round Rock, Texas 78664 THE STATE OF TEXAS COUNTY OF WILLIAMSON ARTICLE ELEVEN The Articles of Incorporation may at any time, and from time to time, be amended at the discretion of the Round Rock City Council and Round Rock Chamber of Commerce as provided in the Bylaws of the Corporation; so long as the Articles of Incorporation as amended contain only such provisions as are lawful. IN WITNESS W�H-F we have hereunto set our hands this the /�c ?I day of ( / i�intLcLS,�.j - . , A.D. 191T . V 1 tltl ,ULts,", 3 Mike Robinson I, 2),I'&'() ) 4 / ), )U YL. , A N, ary Public, do hereby certify that on the /7L '' day of Cr , A.D., 19 P`7 personally appeared before me, /77 k.. / n/, . ;0 , who being by me first duly sworn declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. S.An— OTARY PUBLIC, in and for Williamson County, Texas THE STATE OF TEXAS COUNTY OF WILLIAMSON I, /y,/ / /.rJsn,u , A Notary Public, do hereby certify that on the Ak//t day of Ti.1,ur/,oe� , A.D., 19# , personally appeared before me, Smear. .G'4, , who being by me first duly sworn declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. /J7if,/id J 7 .rnt, - NOTARY /PUSLIC, in and for Williamson County, Texas 4. S /J. /9z ARTICLE 1. - NAME, PURPOSE AND OFFICES T27RREDF BYLAWS OF ROUND ROCK ECONOMIC DEVELOPMENT FOUNDATION A NON- PROFIT CORPORATION Name 1.01. The name of this corporation shall be the Round Rock Economic Development Foundation. Office 1.02. The principal office of the corporation shall be in the C±ty of Round Rock, County of Williamson, State of Texas. Purpose 1.03. The primary purpose of this corporation is to solicit contributions and receive grants from individuals, businesses, corporations, partnerships, foundations, and governmental entities and /or charge dues to its memberships, and to disburse the funds so collected to assist the Economic Development Committee of the Round Rock Chamber of Commerce, the Round Rock Industrial Development Corporation, the City of Round Rock, and other appropriate individuals. businesses, corporations, and partnerships in the promotion of economic development in the Round Rock area. In addition to the foregoing, the corporation may provide direct assistance to individuals, businesses, corporations, and partnerships engaged in placing jobs and tax generating investments in the Round Rock area. The general purposes and powers are to have and exercise all rights and powers conferred on non - profit corporations under the laws of Texas, or which may hereafter be conferred, including the power to contract, rent, buy or sell personal or real property; provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this corporation. This corporation is organized pursuant to the Texas Non - Profit ' Corporation Act and does not contemplate pecuniary gain or profit to the members thereof and is organized for non - profit purposes. ARTICLE 2 - MEMBERS Qualification for Membership 2.01. Any person, firm, corporation, governmental entity, association, chamber of commerce or other entity owning property or engaged in business or business related activity in the State of Texas, who expresses an interest in and subscribes to the purposes of the corporation shall be eligible for membership. All applications for membership are subject to approval by a majority of all of the Board of Directors and payment of dues as determined. Membership Dues 2.02. The classes of membership and dues shall be established from time to time by the Board of Directors. Designated Representatives 2.03. Each firm, corporation or other entity becoming a member of this corporation shall register with the Secretary the name of such firm, corporation or other entity and the name of the person(s) 2 . authorized to represent such corporation, firm, or other entity in this corporation. Termination of Membership 2.04. The Board of Directors, by a majority vote of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing, may terminate the membership of any member who becomes ineligible for membership, and may suspend or expel any member who shall be in default in the payment of dues. Resignation 2.05. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. Transfer of Membership 2.06. Membership in this corporation is not transferable or assignable. ARTICLE 3 - MEETINGS OF MEMBERS Annual Meeting 3.01. The members of the corporation shall meet annually on or about the second Tuesday in May. Special Meetings 3.02. Special meetings of the members may be called by the President or in his absence, the Vice - President, or a majority of the Board of Directors. 3. Place of Meeting 3.03. The President shall designate the place for all meetings provided such location is in Round Rock, Texas. Such meeting place shall be designated in the meeting notice. The agenda for each regular meeting shall be within the discretion of the President. Notice of Meetings 3.04. Written notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by mail, to each member not less than ten (10) days nor more than twenty -one (21) days before the date of such meeting, by or at the direction of the President, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. ARTICLE 4 - BOARD OF DIRECTORS General Powers 4.01. The affairs of the corporation shall be managed by its Board of Directors. The five Directors not appointed by the City of Round Rock or the Round Rock Chamber of Commerce must be members of the corporation. 4. Number and Tenure 4.02. The Board of Directors shall consist of fifteen directors. Five directors shall be appointed by the Round Rock City Council, five directors shall be appointed by the Round Rock Chamber of Commerce, and five at large directors shall be appointed by the ten directors selected by the City Council and Chamber. Except for • the initial appointments, all directors appointed by the Council and Chamber shall serve for three year terms. The five at large directors appointed by the Council and Chamber appointees shall serve for one year terms. The five intial appointments of the City of Round Rock shall consist of three appointments for a one year term and two appointments for a two year term. The five initial appointments of the Chamber of Commerce shall consist of three appointments for a three year term and two appointments for a two year term. Thereafter, all appointments made by the City Council and Chamber of Commerce shall be for a three year term. Regular Meetings 4.03. For the first year of the corporation, the Board of Directors shall hold monthly meetings. Thereafter, meetings shall be held at least quarterly. The Board of Directors may provide by notice /resolution the time and place for the holding of additional regular meetings of the Board when such meeting is needed. Special Meetings 4.04. Special meetings of the Board of Directors may be called 5 . by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them. Meetings by Telephone 4.05. Any meeting of the Board of Directors may be held by telephone conference call in which all or certain of the Directors are not physically present at the place of the meeting, but all participate in the conduct thereof by telephone. For the purpose of determining the presence of a quorum and for all voting purposes at such a meeting, all participating Directors shall be considered present and acting. A good faith effort shall be made to contact all Directors and give them an opportunity to participate in the conference call meeting. Notice 4.06. Notice of any special meeting of the Board of Directors shall be given at least one (1) week prior thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a 6 . Director at any 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 because 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 be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws. Quorum 4.07. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Attendance 4.08. A Director shall not have more than two unexcused absences from regular meetings per year. If a Director has more than two unexcused absences from regular meetings, he shall automatically forfeit his position as Director, and whichever body appointed said Director shall fill that position for the unexpired term. The Board of Directors shall determine whether or not an absence is excused. Manner of Acting 4.09. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws. 7. Vacancies 4.10. Any vacancy occuring in the Board of Directors shall be filled by whichever body appointed the Director's position that is then vacant. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office. Compensation 4.11. Directors shall not receive salaries for their services, except that they may be reimbursed for their actual expenses incurred in the performance of their duties hereunder, as approved by the Board. Informal Action by Directors 4.12. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors. Removal 4.13. Any Director appointed by the City Council may be removed from office by the City Council for cause or at will. Any Director appointed by the Chamber of Commerce may be removed from office by the Chamber of Commerce for cause or at will. The five at large Directors may be removed from office by the City Council and Chamber of Commerce for cause or at will. 8. ARTICLE 5 - OFFICERS Officers 5.01. The officers of the corporation shall be a President, Vice - President, Secretary and Treasurer. Election and Term of Office 5.02. The officers of the corporation shall be elected annually ' by the Board of Directors at a regular or annual meeting of the Board of Directors. Each officer shall hold office from the first day of June through the last day of May or until his successor shall be elected. Removal 5.03. Any officer elected or appointed by the Board of Directors may be removed by a majority of all of the Board of Directors whenever, in its judgment, the best interests of the corporation would be served thereby. Vacancies 5.04. A vacancy in any office because of death, resignation, disqualification or removal, may be filled by the Board of Directors for the unexpired portion of the term. President 5.05. The President shall be the chief executive officer of the corporation and, subject to the Board of Directors, he shall 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 9 . execute all contracts, conveyances, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the corporation. Vice - President 5.06. 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 officers'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. Secretary 5.07. 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. He shall have charge of the corporate books, records, documents and instruments, except the books of the account and financial records and securities of which the Treasurer shall have custody 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 by officers, directors, and members in good standing of the Foundation upon application at the office of the corporation during business 1 0. hours, and he shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors. Treasurer 5.08. 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; and he shall perform all acts incident to the position 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. The funds and accounts maintained by the Treasurer shall be audited annually by a certified public accountant or as otherwise provided by the Directors. Compensation 5.09. Officers shall not receive any salary or compensation for 11. their services, except that they may be reimbursed for their actual expenses incurred in the performance of their duties hereunder, as approved by the Board. ARTICLE 6 - CONSULTANTS 6.01. The Board may engage consultants, including but not limited to attorneys, accountants, and financial or investment advisors, as the Board deems necessary to conduct the affairs of the corporation. ARTICLE 7 - CONTRACTS, CHECKS, DEPOSITS, AND FUNDS Contracts 7.01. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Gifts 7.02. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation. 12. ARTICLE 8 - MISCELLANEOUS PROVISIONS Corporate Seal 8.01. No corporate seal shall be required. Fiscal Year 8.02. The fiscal year of the Foundation shall extend from October 1 through September 30. Organizational Control 8.03. The City Council and Chamber of Commerce, by a majority of the governing body of each organization, may, in concert 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 the corporation. ARTICLE 9 - AMENDMENTS TO ARTICLES OF INCORPORATION BYLAWS 9.01. The Articles of Incorporation and Bylaws may at any time and from time to time be amended, provided that the Board of Directors file with the City Council and Chamber of Commerce a written application requesting that the Council and Chamber approve such amendment, specifying in such application the amendment or amendments proposed to be made. If both the Council and Chamber by appropriate resolutions find and determine that it is advisable that the proposed amendment be made, authorizes the same to be made and 13. approves the form of the proposed amendment, the Board of Directors shall proceed to amend the Articles or Bylaws as appropriate. 9.02. The Articles of Incorporation may also be amended by the Council and Chamber at their sole discretion by adopting an amendment to the Articles of Incorporation by resolution and delivering the Articles of Amendment to the Secretary of State. 9.03. The Bylaws may also be amended by the Council and Chamber at their sole discretion by adoption by each of such amendment. ARTICLE 10 - DISSOLUTION 10.01. In the event of the dissolution of this organization, voluntarily or involuntarily, title to any real property owned by the corporation at such time shall vest in the Round Rock Industrial Development Corporation. If and when said real property is conveyed or otherwise disposed of, the proceeds from the conveyance or disposition shall be disbursed to the City and the Chamber in the same proportion as their total contributions to the corporation. 10.02. In the event of the dissolution of the organization, voluntarily or involuntarily, any and all personal property owned by the corporation at such time shall be disbursed to the City and the Chamber in the same proportions as their total contributions to the corporation. 10.03. Any disbursement to the City or Chamber as described above shall be allocated solely for economic development purposes. 14. ARTICLE 11 - GENDER 11.01. Words of any gender used in these Bylaws shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. CERTIFICATE OF SECRETARY I, Marion Wells, hereby certify that the foregoing Bylaws of Round Rock Economic Development Foundation, a non - profit corporation, constitute a true and correct copy of the Bylaws of said corporation, which Bylaws were approved by the Board of Directors on December 13, 1988. In witness whereof, I have hereunto subscribed my name and affixed the seal of said corporation this day of 19 MARION WELLS, Executive Director 15. ARTICLE 11 - GENDER 11.01. Words of any gender used in these Bylaws shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 15.