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R-88-1206 - 12/22/1988RESOLUTION NO. /206 WHEREAS, by Resolution No. II ( (O/C the City Council previously approved the Bylaws of the Round Rock Economic Development Foundation, and WHEREAS, the Round Rock Chamber of Commerce has suggested certain amendments to the proposed Bylaws, and WHEREAS, the Council approves of the suggested amendments, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the proposed Bylaws of the Round Rock Economic Development Foundation, as amended, are hereby approved and adopted, a copy of said Bylaws being attached hereto as an Exhibit. RESOLVED this day of December, 1988. ATTEST: NE LAND, City Secretary C33RESECONOM MIKE ROBINSON, Mayor City of Round Rock, Texas 1990 EDITION), CITY OF ROUND ROCI 1MENDMENT A PART OF THE SAID OFFI( :HANGE 19.683 ACRES OF LAND OUT OF A JO. 609, ALSO BEING A PART OF THE DEL LOCK, WILLIAMSON COUNTY, TEXAS, FR( Z SIDENTIAL) TO C -1 (GENERAL COMMERC: MOTION: Mayor Pro -tem Stluka :ouncilman Stewart seconded the motion. VOTE: Ayes: Mayor Pro-tem Councilman M Councilman St( Councilman Pa Councilwoman Councilman Jo NnPC7 Mayor Culpepp Nona f�'j 06/18/04 08:12 $'612 266 8088 Shoots & AGGOC. CITY OF RR U 002 /018 Office 1.02. The principal office of the corporation shall be in the City of Remind 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 Ot 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 toregoi.nq, 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 T27RREDF BYLAWS OF ROUND 1ROCK ECONOMIC DEVELOPMENT FOUNDATION A NON- PROFIT CORPORATION ARTICLE 1. - NAME, PURPOSE AND OFFICES Name 1.01. The name of this corporation eha11 be the Round Rock Economic Development Foundation. 05/18/94 08 :12 16512 255 8986 Sheets & Assoc. 444 CITY OF RR 0003 /016 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. 05/18/94 08:13 $512 255 8986 Sheets & Assoc. -.+ CITY OF RR fl 004/016 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. 05/16/94 08:13 $512 255 8988 Sheets & Assoc. 44. CITY OF RR Z005/018 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. 05/16/94 08:13 $512 255 8986 Sheets & Assoc. CITY OF RR 1 006 /016 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. 05/18/99 08:14 V512 255 8988 Sheets & Assoc. 44+ CITY OF RR Z007/018 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. 06!18!04 08:14 0612 266 8088 Shcotc & Acsoc. CITY OF RR fm 008; 016 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 or any business because the meeting is not lawfully called or nonvened. 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 nr 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 nnt have more than two unexcused absences from regular meetings per year. If a Director has more than two unexouecd 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 exouacd. 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. 05/18/94 08:14 e512 255 8986 Sheets & Assoc. +44 CITY OF RR 2009/016 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. 05/16/94 08:15 V512 255 8986 Sheets & Assoc- 444 CITY OF RR U 010 /016 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. 05/18/94 08:15 $512 255 8986 Sheets .& Assoc. .. CITY OF RR Z011/016 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 10. 05/16/94 08:15 '512 255 8986 Sheets & Assoc. 444 CITY OF RR x012/016 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. 05/16/94 08:16 $512 255 8986 Sheets & Assoc. 444 CITY OF RR U013/016 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. 05/18/99 08:18 $512 255 8988 Sheets & Assoc. + +-. CITY OF RR Z014/018 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. 05/18/94 08:16 $512 255 8986 Sheets & Assoc. • - CITY OF RR i015/016 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. 05/18/99 08:17 $512 255 8986 Sheets & Assoc. ... CITY OF RR Q1016/016 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. T27RREDF BYLAWS OF ROUND ROCK ECONOMIC DEVELOPMENT FOUNDATION A NON- PROFIT CORPORATION ARTICLE 1. - NAME, PURPOSE AND OFFICES D R A tia -a -gag 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 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 use the funds so: collected to .l• 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. 2. 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 they 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 L an appropriate hearing. - - may terminate the membership of any member who becomes ineligible for membership, and may -e- 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 (20) 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 meetina 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 {14} 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 - ehamber- 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_ mi--l-l--he—trelel—af--the—Board—sfr moors. Thereafter, Y 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. 5. I. them. 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 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. 6. Notice 4.06. Notice of any special meeting of the Board of Directors shall be given at least one (1) week prior - prey-I-atmir- 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. I! 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 l, 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 Qr - 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 -whoever- appointed said Director shall fill that position for the unexpired term. The Board of Directors shall determine whether or not an absence is excused. 7. 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 whichever body vheever 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 -shall 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 I, 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 8. the Chamber of Commerce for cause or at will. The five at large -ether Directors may be removed from office by the City Council and abber'of Commerce for cause or at will. 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 I. June -October through the last day of Nay- segting!pee 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 maiority 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 erwise; 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 9. 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, - €ronchises, 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, Be shall have charge of the corporate books, records, documents and instruments, except the books of the account and financial records 10. 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 ly officers. directors. and members in good standing of the Foundation 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, 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 1, the Treasurer shall be audited annually by a certified Dublic Bccountant or as otherwise arovid - • by the Directors Compensation 5.09. Officers shall not receive any salary or compensation for their services, except that they may-sha 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 12. corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation ARTICLE 8 - MISCELLANEOUS PROVISIONS Corporate Seal 8.01. No corporate Beal 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 maiority of the governing body of each organization. may, in concert t-th 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 13. 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#mg 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 10 - DISSOLUTION ,10.01. In the event of the dissolution of this organization, voluntarily or involuntarily, title to othe intcrc3ts in any real -er-- peesenel 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 orcanization, voluntarily or involuntarily. any and all personal property owned by the corporation at such time shall be disbursed to the City and the 14. Chamber in the same proportions as their total contributions to corporation. 10.03• Any disbursement to the City or Chamber as described above shall be allocated solely for economic development purposes. 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 � P i ,� , 19 J) MARION WELLS, Executive Director 15. D RAFT to -a -n T27RREDF BYLAWS OF ROUND ROCK ECONOMIC DEVELOPMENT FOUNDATION A NON - PROFIT CORPORATION ARTICLE 1. - NAME, PURPOSE AND OFFICES 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 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-use- 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 -ae4- may terminate the membership of any member who becomes ineligible for membership, and may-er. 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 (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 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 - achalaber- of Commcroc 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 €41y- 2emeil 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_ .____ __ _____ __ h_ Do..rd „_ Thereafter, ipterteleay meetings shall be held at least quarterly. grill — —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. 5. 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 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 -prev-iousiy- 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 6. 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 or -et-- 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 whoever - appointed said Director shall fill that position for the unexpired term. The Board of Directors shall determine whether or not an absence is excused. 7. 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 whichever body 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 may -shall 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 8. the Chamber of Commerce for cause or at will. The five at large other Directors may be removed from office by the City Council and Chamber of Commerce for cause or at will. 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 Mav 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 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 9. 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 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_ -amt He shall have charge of the corporate books, records, documents and instruments, except the books of the account and financial records 10. 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 lay officers, directors, and members in good standing of the Foundation 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 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 11. Board of Directors may require. The funds and accounts maintained by the Treasurer shall be audited annuallv by a certified public accountant or as otherwise provided by the Directors. Compensation 5.09. Officers shall not receive any salary or compensation for their services, except that they may =Lull 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 12. corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation. 'cxcmpt otatuo. 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 their aolc diacrction, ern& 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 13. 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 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 10 - DISSOLUTION 10.01. In the event of the dissolution of this organization, voluntarily or involuntarily, title to-er other intercetn -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 14. 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. 15.