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R-89-1302 - 7/13/1989WHEREAS, the City Council of Round Rock has continued to seek ways to enhance our business climate by creating the opportunity for new jobs, and WHEREAS, the City Council recognizes the need of a Foreign Trade Zone for this area of central Texas, and WHEREAS, the Foreign Trade Zone of Central Texas, Inc. has as one of its purposes to apply for and to establish such a zone. Now Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF ROUND ROCK, TEXAS That the City Council of Round Rock, Texas encourages the creation of the Foreign Trade Zone of Central Texas, Inc. RESOLVED this 13th day of July, 1989. ATTEST: LAND, City Secretary RESOLUTION NO. /3002,k1) MIKE ROBINSON, Mayor City of Round Rock, Texas Joe Vining DATE: July 10, 1989 SUBJECT: Council Agenda, July 13, 1989 ITEM: 13C. Consider a resolution of support for the Foreign Trade Zone of Central Texas, Inc. STAFF RESOURCE PERSON: STAFF RECOMMENDATION: The staff recommends that Council pass the attached resolution of support for the Foreign Trade Zone of Central Texas, Inc. This organization is being formed to provide the necessary private sector leadership to establish a Foreign Trade Zone for Williamson, Travis and Hayes counties. 9RAW064 /0O ARTICLES. OF INCORPORATION OF FOREIGN TRADE ZONE OF CENTRAL TEXAS. INC. DRAFT The undersigned natural persons of the age of 21 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 I The name of the corporation is FOREIGN TRADE ZONE OF CENTRAL TEXAS, INC. Article II The corporation is a non - profit corporation. Article III The period of its duration is perpetual. Article IV The purpose of purposes for which the corporation is organized are: (a) To apply for and establish, operate and maintain or contract with an operator for the operation and maintenance of a foreign trade zone and subsequent subzones in the Travis, Williamson and Hayes County area in or adjacent to ports of entry under the jurisdiction of the United States pursuant to the Foreign Trade Zones Act of 1934, as amended, 19 U.S.C., Section 81a, et seq; (b) To associate the participants together as a business league for the promotion of trade exports and imports in Travis, Williamson and Hayes Counties; Page 1 9RAW064 /OO (c) To associate the participants together as a business league for the development of increased business growth and increased employment through the development of import and export 'trade in Travis, Williamson and Hayes Counties; (d) To disseminate information and promote, conduct and foster other activities designed to increase knowledge and understanding of the foreign trade zone concept as it may attract, promote and benefit business and increased employment in Travis, Williamson and Hayes Counties; (e) To associate the participants together as a business league to develop and promote full utilization of a foreign trade zone or subzones in Travis, Williamson and Hayes Counties as an improvement to foreign trade and in developing business growth and increased employment in Travis, Williamson and Hayes Counties; (f) To operate exclusively for non - profit purposes, within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1954, as amended, and it is intended that the corporation shall have and continue to have the status of a non - profit organization which is exempt from federal income taxation under said Section 501(c)(6) of the Internal Revenue Code. These Articles of Incorporation shall be construed, and all powers and aetivities of the corporation shall be limited accordingly. Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any activities not permitted to be carried on by a corporation having such status. Page 2 9RAW064/00 Article V The street address of the initial registered office of the and the name of its initial registered agent at such address is Article VI The business and affairs of the corporation shall be managed by a board of trustees comprised of () trustees elected in the manner provided in the Bylaws. Any increase or decrease in the number of trustees comprising the Board of Trustees shall be made only by amendment to the Articles of Incorporation. Article VII The number of trustees constituting the initial Board of Trustees is ( ), and the names and addresses of the persons who are to serve as the initial Board of Trustees are: Name Address Page 3 9RAW064 /OO Article VIII, The name and street address of each incorporator is: Mama Address Article IX Provisions for the regulation of the internal affairs of the corporation shall be set forth in Bylaws. The Bylaws of the corporation shall not be amended, altered or repealed, except upon the affirmative vote of two - thirds (2 /3rds) of the trustees of the corporation. Page 4 9RAW064 /OO Article X No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, trustees, officers or any private shareholder or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article IV hereof. No substantial part of the activ- ities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the corporation. Article XI. The corporation may be dissolved by a majority vote of the Board of Trustees as permitted by and in accordance with the provisions of the Texas Non - Profit Corporation Act. In the event of dissolution or final liquidation, the assets of the corpo- ration shall not inure to the benefit of or be distributable to its directors, trustees, officers, employees or any private shareholder or individual, but shall be distributed only to a recipient or recipients to be selected by the Board of Trustees that would qualify for exemption as an organization described in Page 5 9RAW064 /0O Section 501(c)(6) of the Internal Revenue Code of 1954, as amended, or a successor statute. STATE OF TEXAS COUNTY OF BEFORE ME, the undersigned Notary Public, on this day personally appeared and , known to me to be the persons whose names are subscribed to the foregoing document and, being by me duly sworn, severally declared that the state- ments contained therein are true and correct. GIVEN under my hand and seal of office this day of , 1989. Page 6 INCORPORATORS NOTARY PUBLIC, State of Texas Printed Name My Commission Expires: 9RAW067:0O BYLAWS OF FOREIGN TRADE ZONE OF CENTRAL TEXAS, INC. These Bylaws govern the affairs of Foreign Trade Zone of Central Texas, Inc., a corporation organized under the Texas Non - Profit Corporation Act (herein referred to as the "Act"). ARTICLE 1 Offices Section 1.01. Principal Office. The principal office of the Corporation in the State of Texas shall be located at 901 West Riverside Drive, Austin, Travis County, Texas. The Board of Directors may change the location of the office of the Corpo- ration. Section 1.02. Registered Office and Registered Agent. The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation's principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Act. ARTICLE 2 Seal Section 2.01. Seal. The corporate seal shall be circular in form and shall have inscribed thereon in the outer circle the words "Foreign Trade Zone of Central Texas, Inc. ", and in the inner circle the words "Not For Profit ". Page 1 9RAW067:00 ARTICLE 3 Membership Section 3.01. Members. The Corporation shall not have members but shall have only a self- perpetuating Board of Directors. Section 3.02. Nomination of Directors. The Board of Directors of the Chamber of Commerce of the four (4) partici- pating cities of Austin, Georgetown, Round Rock and San Marcos shall each nominate one (1) member of the Board of Directors. The City Manager, or at his /her option, a City staff member selected by him /her from each of the four (4) participating cities of Austin, Georgetown, Round Rock and San Marcos shall serve as members of the Board of Directors. If one (1) or more City Managers decline to accept nomination to the Board or refuse to select a City staff member to serve on the Board, then in that event, the Board of Directors of the Chamber of Commerce of the respective city or cities shall nominate a second member of the Board to serve from that city. The ninth (9th) member of the Board shall be a representative of the Port Authority of Austin. ARTICLE 4 Board of Directors Section 4.01. General. The property, business and affairs of the Corporation shall be controlled and managed by the Board of Directors. The Board of Directors shall consist of nine members. Section 4.02. Number and Term. The number of Directors shall be nine (9) as specified in the Articles of Incorporation. Page 2 (9) 9RAW067:OO Initially, one -third (1/3) of the Board shall serve for a term of three (3) years; one -third (1/3) of the Board for a term of two (2) years; one -third (1/3) of the Board for a term of one (1) year. These terms shall be drawn by lot. Thereafter, each Director shall serve for a term of three (3) years and until his successor shall have been duly elected and qualified. The terms of the Directors shall be staggered so that the terms third (1/3) of the Directors shall expire each year. Section 4.03. Election. The election of members of the Board of Directors shall take place at the Annual Meeting of the Corporation. Section 4.04. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors after nomination by the Chamber of Commerce or City Manager of the respective city representing the vacant director position. A vacancy is filled by the affirmative vote of a majority of the remaining directors, even if it is less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office. Section 4.05. Annual Meeting. The annual meeting of the Board of Directors shall be set each of and may be held without notice other than these Bylaws. Section 4.06. Regular Meetings. The Board shall meet at least quarterly each designated by the President of the fore specified by a majority of the Page 3 of one- of Directors year at a date and location Corporation, unless thereto - Board of Directors. 9RAW067:OO Section 4.07. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, the Secretary or by at least three (3) of the Directors. Such meetings shall be held at the office of the Corporation or at such other place as a majority of the Directors may agree upon. Section 4.08. Notice and Waiver of Notice. Notice of the regular meetings and any special meeting of the Board of Directors shall be given at least three (3) business days prior thereto by written notice delivered personally or sent by mail, telecopier 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 in a return addressed, sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the notice is delivered to the telegraph office. 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. Section 4.09. Ouorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; provided, that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting. Page 4 9RAW067:00 Section 4.10. Duties. Directors shall exercise ordinary business judgement in managing the affairs of the Corporation. In acting in their official capacity as directors of this Corpo- ration, directors shall act in good faith and take actions they reasonably believe to be in the best interests of the Corporation and that are not unlawful. In all other instances, the Board of Directors shall not take any action that they should reasonably believe would be opposed to the Corporation's best interests or would be unlawful. A director shall not be liable if, in the exercise of ordinary care, the director acts in good faith relying on written financial and legal statements provided by an accountant or attorney retained by the Corporation. Section 4.11. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the entire Board of Directors, except where otherwise provided by law or by these Bylaws. Voting by proxy shall not be allowed. Section 4.12. Compensation. Directors as such shall not receive any compensation for their services; provided, that nothing contained herein shall be construed to preclude any Directors from serving the Corporation in any other capacity and receiving compensation therefore. Section 4.13. Removal of Directors. The Board of Directors may vote to remove a director at any time, but only for good cause. Good cause for removal of a director shall include the unexcused failure to attend three (3) consecutive meetings of the Board of Directors. A meeting to consider the removal of a Page 5 9RAW067:OO director may be called and noticed following the procedures provided in the Bylaws. The notice of the meeting shall state that the issue of possible removal of the director will be on the agenda. The director shall have the right to present evidence at the meeting as to why he or she should not be removed. A director may be removed by the affirmative vote of two- thirds percent (2/3 %) of the Board of Directors. ARTICLE 5 Officers Section 5.01. Officers. The officers of the Corporation shall be a President, one (1) or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary/ Treasurer, and such other officers as may be elected in accor- dance with the provisions of this Article. All officers are to be elected from the Board of Directors. The Board of Directors may elect or appoint such other officers, including one (1) or more Assistant Secretary /Treasurers, as it shall deem desirable. Such officers to have the authority to perform the duties prescribed herein and such other duties prescribed from time to time by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary /Treasurer. Section 5.02. Election and Term of Office. The Board of Directors shall elect the initial officers of the Corporation as soon as practical. Thereafter, the officers of the Corporation shall be elected annually by the Board of Directors at the Annual Meeting. If the election of officers shall not be held at such Page 6 9RAW067 :00 meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and qualified. Section 5.03. President. The President shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 5.04. Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there is more than one (1) Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such duties as from time to time may be assigned to him by the President. Page 7 9RAW067:00 Section 5.05. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one (1) or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corpo- ration is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Section 5.06. Treasurer. The Treasurer shall give a bond for the faithful discharge of his duties and in such sum and with such surety or sureties as the Board of Directors shall deter- mine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; and, in general, perform all the duties as from time to time may be assigned to him by the President. Section 5.07. Assistant Secretary /Treasurers. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. Page 8 9RAW067:00 The Assistant Secretary /Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary/ Treasurer or by the President or the Board of Directors. Section 5.08. Resignations. Any officer of the Corporation may resign at any time by giving written notice to the Corpo- ration, to the Board of Directors, or to the President or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Directors. Section 5.09. Removals. The Board of Directors, by vote of not less than a majority of the entire Board, may remove from office any officer, agent or a member of the Advisory Council, elected or appointed by it whenever in its judgment the best interests of the Corporation would be serviced thereby, but such removal shall be without prejudice to the contract rights, if any of the person so removed. ARTICLE 6 Committees Section 6.01. Establishment of Committees. The Board of Directors may adopt a resolution establishing one (1) or more committees delegating specified authority to a committee and appointing or removing members of a committee. A committee shall include two (2) or more directors and may include persons who are not directors. If the Board of Directors delegates any of its authority to a committee, the majority of the committee shall consist of directors. The Board of Directors may establish qualifications for membership on a committee. The establishment Page 9 9RAW067:00 of a committee or the delegation of authority to it shall not relieve the Board of Directors or any individual director of any responsibility imposed by the Bylaws or otherwise imposed by law. Section 6.02. Executive Committee. The Executive Committee shall be composed of the officers of the corporation. In the interim between meetings of the Board of Directors, the Executive Committee shall have charge of the official business of the corporation and shall have authority to order reasonable disbursements for necessary expenses of the Corporation. All actions of the Executive Committee shall be presented at the next meeting of the Board of Directors for ratification. Section 6.03. Advisory Committee. The Board of Directors may establish an Advisory Council and appoint members to serve thereon. Section 6.04. Number and Term. The members of a non- voting Advisory Council shall be elected by the Board of Directors. There shall be no maximum nor minimum number of Advisory Council members. Each Advisory Council member shall serve at the pleasure of the Board of Directors. Section 6.05. Meetings and Right to Vote. The Advisory Council may be invited to attend meetings of the Board of Directors or Executive Committee of the Board of Directors but shall not have the right to vote on any matter. Section 6.06. Function. The Advisory Council may advise the Directors, officers and employees of the Corporation on all matters relevant to its property and business. Page 10 9RAW067:OO ARTICLE 7 Fiscal Year Section 7.01. Fiscal Year. The fiscal year of the Corporation shall be set by the Board of Directors. ARTICLE 8 Amendments Section 8.01. Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of two - thirds (2/3) of the Directors at any regular meeting or at any special meeting, provided that at least fifteen (15) days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting to all members. ARTICLE 9 Indemnification of Directors and Officers Section 9.01. Indemnification. The Corporation shall indemnify each person (and the heirs and legal representatives of such person) who is or was a Director, officer or employee of the Corporation, or of any other corporation which he served in any capacity at the request of the Corporation, against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of the Corporation or such other corporation or otherwise), civic, criminal, administrative or investigative, or threat thereof, or in connection with an appeal relating thereto, in which he may become involved, as a party or otherwise, by reason of his being or having been such Director, officer or employee, or by reason Page 11 9RAW067:00 of any past or future action or omission or alleged action or omission (including those antedating the adoption of this Bylaw) by him in such capacity, whether or not he continues to be such at the time such liability or expense is incurred; provided such person acted in good faith in what he reasonably believed to be the best interests of the Corporation; and, in addition, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. As used in this Article, the terms "liability" and "expense" shall include, but not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by or on behalf of a Director, officer or employee. The termination of any claim, action, suit or proceeding by judgment, settlement (whether with or without court approval) or conviction, or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a Director, officer or employee did not meet the standards of conduct set forth above. Any such Director, officer or employee referred to in this Article who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made at the discretion of the Corporation, but only if (1) the Board of Directors, acting by a quorum consisting of Directors who are not involved in or have been wholly successful with respect to such claim, action, suit or proceeding, or if Page 12 9RAW067:00 there be no such quorum, if (2) independent legal counsel (who may be a regular counsel of the Corporation), or other disin- terested person or persons, in either case selected by the Board of Directors, shall find that the Director, officer or employee has met the standard of conduct set forth above. Expenses incurred with respect to any such claim, action, suit or proceeding may be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount, unless he is entitled to indemnification provided in this Article, shall be in addition to any rights to which any person concerned may other- wise be entitled by contract, United States statute or regulation or any state statute or regulation, or as a matter of law, and irrespective of the provisions of this Article, the Board of Directors may, at any time and from time to time, approve indem- nification of Directors, officers or employees to the full extent permitted by the provisions of the laws of the State of Texas at the time in effect, whether on account of past or future trans- actions. Page 13