HomeMy WebLinkAboutPO 6697: EDC, APPROVING BYLAWS Interoffice
MEMORANDUM
To: Mayor, City Council, City Manager
From: Floyd Batiste, CEO—
Date: May 15, 2018
Subject: P. O. No. 6697; Council Meeting of May 22, 2018
ATTACHED IS PROPOSED ORDINANCE NO. 6697
APPROVING AMENDMENTS TO THE ARTICLES OF
INCORPORATION AND BYLAWS OF THE CITY OF
PORT ARTHUR SECTION 4A ECONOMIC
DEVELOPMENT CORPORATION AND APPOINTING
DIRECTORS
P. O. NO. 6697
05/08/2018 FB
ORDINANCE NO.
AN ORDINANCE APPROVING AMENDMENTS TO THE
ARTICLES OF INCORPORATION AND BYLAWS OF THE
CITY OF PORT ARTHUR SECTION 4A ECONOMIC
DEVELOPMENT CORPORATION AND APPOINTING
DIRECTORS
WHEREAS,the City Council for the City of Port Arthur, Texas (the"City") duly adopted
Ordinance No. 96-08 approving the creation of the City of Port Arthur Section 4A Economic
Development Corporation ("PAEDC') and approving the form of its Articles of Incorporation;
and
WHEREAS, PAEDC subsequently adopted Bylaws in accordance with §501.64, Texas
Local Government Code as approved by resolution of the City Council; and
WHEREAS,the City by ballot proposition has reduced the size of the number of members
of the City Council from nine members to seven members, and thereby concurrently, the number
of members of the Board of Directors of PAEDC is to be revised to reflect a Board membership
of seven members; and
WHEREAS,the ballot proposition amending the membership of the City Council became
effective as of May 1, 2018, and thereby a concurrent amendment to the Articles of Incorporation
and Bylaws of PAEDC are necessary; and
WHEREAS, the City Council desires to approve the amendments to the Articles of
Incorporation and Bylaws of PAEDC; and
WHEREAS, the PAEDC Board of Directors have approved the following changes to the
Articles of Incorporation attached hereto as Exhibit "A";
WHEREAS, the PAEDC Board of Directors approved the following changes to the
Bylaws as set forth below and attached hereto as Exhibit"B":
(1) Changing Section 7.01 of the Bylaws to reduce the number of voting Directors of
nine (9) to seven (7), with each Director being appointed by a corresponding
councilmember;
(2) Changing Section 8.11 of the Bylaws to reduce the quorum from five (5) to four(4).
(3) Changing Section 15.09 of the Bylaws to reduce the number of votes to amend or
repeal and adopt new Bylaws by an affirmative vote of five (5) of the Board of
Directors serving on such Board.
WHEREAS, the present Board members and position numbers are delineated in Exhibit
"C,,
NOW THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR, TEXAS;
Section 1. That, the facts and opinions in the preamble are true and correct.
Section 2. That the amendments to the Articles of Incorporation and the filing of a
Certificate of Amendment with the Secretary of State for the State of Texas attached hereto as
Exhibit"A"and amendment to the Bylaws as set forth and attached on Exhibit"B"are approved.
Section 3. That the PAEDC Chief Executive Officer shall file a true and correct copy of
the attached Certificate of Amendment with the Office of the Secretary of State of the State of
Texas to affect the reduction in the membership of the Board of Directors from nine to seven
members.
Section 4. That this Ordinance is effective from and after its passage.
Section 5. That a copy of the caption of this Ordinance be spread upon the Minutes of the
City Council.
#1498923
Page 2
READ,ADOPTED AND APPROVED on this day of A.D., 201$,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote:
AYES:
Mayor
Councilmembers ,
•
NOES: .
Derrick Freemen, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVE I.
Cia-
4
Floyd Batis i PAED CEO
A,APPRO lI AS\Z FORM:
IAL
Guy '. Goodson, PAEDC A ney
#1498923 Page 3
APPROVED AS TO FORM:
Va ecia R. AP eno, r Attorney
41498923 Page 4
EXHIBIT " A"
Form 424 This space reserved for office use.
(Revised 05/11) `'a
K.% •
Submit in duplicate to: r�� ,
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697 Certificate of Amendment
512 463-5555
FAX: 512/463-5709
Filing Fee: See instructions
Entity Information
The name of the filing entity is:
City of Port Arthur Section 4A Economic Development Corporation
State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name
of the entity,state the old name and not the new name.
The filing entity is a: (Select the appropriate entity type below.)
El For-profit Corporation ❑Professional Corporation
❑✓ Nonprofit Corporation ❑Professional Limited Liability Company
❑Cooperative Association ❑Professional Association
El Limited Liability Company ❑Limited Partnership
The file number issued to the filing entity by the secretary of state is: 139101601
The date of formation of the entity is: March 4, 1996
Amendments
1. Amended Name
(If the purpose of the certificate of amendment is to change the name of the entity,use the following statement)
The amendment changes the certificate of formation to change the article or provision that names the
filing entity. The article or provision is amended to read as follows:
The name of the filing entity is: (state the new name of the entity below)
N/A
The name of the entity must contain an organizational designation or accepted abbreviation of such term,as applicable.
2. Amended Registered Agent/Registered Office
The amendment changes the certificate of formation to change the article or provision stating the
name of the registered agent and the registered office address of the filing entity. The article or
provision is amended to read as follows:
Form 424 6
Registered Agent
(Complete either A or B,but not both.Also complete C.)
n A. The registered agent is an organization(cannot be entity named above)by the name of:
Ott
B. The registered agent is an individual resident of the state whose name is:
First Name M.I. Last Name Suffix
The person executing this instrument affirms that the person designated as the new registered agent
has consented to serve as registered agent.
C. The business address of the registered agent and the registered office address is:
501 Procter Street Port Arthur TX 77640
Street Address(No P.O. Box) City State Zip Code
3. Other Added,Altered, or Deleted Provisions
Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided
is insufficient,incorporate the additional text by providing an attachment to this form. Please read the instructions to this
form for further information on format.
Text Area(The attached addendum,if any,is incorporated herein by reference.)
n] Add each of the following provisions to the certificate of formation. The identification or
reference of the added provision and the full text are as follows:
❑✓ Alter each of the following provisions of the certificate of formation. The identification or
reference of the altered provision and the full text of the provision as amended are as follows:
Article VI is amended to read as follows: See attachment.
Article VIII is amended to read as follows: See attachment.
Aricle XIII is amended to read as follows: See attachment.
I I Delete each of the provisions identified below from the certificate of formation.
Statement of Approval
The amendments to the certificate of formation have been approved in the manner required by the
Texas Business Organizations Code and by the governing documents of the entity.
Foran 424 7
Effectiveness of Filing(Select either A,B,or C.)
A. ❑ This document becomes effective when the document is filed by the secretary of state.
B. ❑ This document becomes effective at a later date,which is not more than ninety(90) days from
the date of signing. The delayed effective date is:
C. ❑✓ This document takes effect upon the occurrence of a future event or fact, other than the
passage of time. The 90th day after the date of signing is: August 5,2018
The following event or fact will cause the document to take effect in the manner described below:
Approval by City Council of City of Port Arthur,Texas
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a
materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is
authorized under the provisions of law governing the entity to execute the filing instrument.
Date: May 7,2018
By:
Signature of authorized person
Printed or typed name of authorized person(see instructions)
Form 424 8
Article VI
All powers of the Corporation shall be vested in a Board consisting of seven (7) persons.
Directors of the Corporation ("Director" or "Directors") shall be appointed by the respective
Councilmember whose position corresponds to the position for which the appointment is made.
Each subsequent Director shall serve for a term of three (3) years or until the respective
Councilmember appoints a successor,unless such Director has been appointed to fill an unexpired
term in which case the term is that of the Director whose position he or she was appointed to fill.
Any Director may be removed from office at any time,with or without cause, by the City Council
of the City. The number of Directors may only be increased or decreased by an amendment to
these Amended Articles of Incorporation as authorized by amendment to the Act.
To be qualified to serve as a Director, a person must be a resident and a qualified voter of
the City and be at least 18 years of age.
All other matters pertaining to the internal affairs of the Corporation shall be governed by
the Bylaws of the Corporation, so long as such Bylaws are not inconsistent with these Amended
Articles of Incorporation, or the laws of the State of Texas.
Article VIII
The number of Directors comprising the Board of Directors shall be seven (7). Subject to
Article VI of the Articles of Incorporation(as amended),each term for Director shall be for a term
of three(3) years.
Article XIII
This Certificate of Amendment to the Articles of Incorporation are effective following
adoption of an Ordinance of the City Council of the City of Port Arthur duly adopting said
Certificate of Amendment.
•
ARTICLES OF AMENDMENT
TO THE FILED
In the Office of the
ARTICLES OF INCORPORATION Secretary of State of Texas
OF OCT 2 0 2005
CITY OF PORT ARTHUR SECTION 4A Corporations Section
ECONOMIC DEVELOPMENT CORPORATION
ARTICLE I
The name of the corporation is CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION.
ARTICLE II
The following amendments to the Articles of Incorporation were approved by the City
of Port Arthur City Council on the 19th day of July, 2005, and adopted by the Board of
Directors of the corporation on the 10th day of August, 2005.
The amendment alters or changes Articles VI, VIII and XIII of the original Articles of
Incorporation and the full text of the amended provisions are as follows:
"Article VI'
All powers of the Corporation shall be vested in a Board consisting of nine (9)
persons. Directors of the Corporation ("Director" or "Directors") shall be appointed by the
respective Councilmember whose position corresponds to the position for which the
appointment is made. Each subsequent Director shall serve for a term of three (3) years or
until the respective Councilmember appoints a successor, unless such Director has been
appointed to fill an unexpired term in which case the term is that of the Director whose
position he or she was appointed to fill. Any Director may be removed from office at any
time, with or without cause, by the City Council of the City. The number of Directors may
only be increased or decreased by an amendment to these Amended Articles of Incorporation
as authorized by amendment to the Act.
To be qualified to serve as a Director, a person must be a resident and a qualified voter
of the City and be at least 18 years of age.
All other matters pertaining to the internal affairs of the Corporation shall be governed
by the Bylaws of the Corporation, so long as such Bylaws are not inconsistent with these
Amended Articles of Incorporation, or the laws of the State of Texas.
RECEIVED
0Cl 2 0 245
Secretary Of State
,
"Article VIII"
The number of Directors comprising the Board of Directors shall be nine (9). Except
for Directors appointed by City of Port Arthur Ordinance No. 05-51, each term for Director
shall be for a term of three (3) years.
"Article XIII"
On July 19, 2005, the City Council of the City of Port Arthur duly adopted Ordinance
No. 05-48 approving the form of these Articles of Amendment to the Articles of
Incorporation.
IN WITNESS WHEREOF, we, each duly appointed Directors of the Corporation, have
hereunto set our hands this,1.6t' day of A.ugrtgt, 2005.
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THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
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FORE ME,S� {��the undersigned authority on this day personally appeared
�-eSt(,l� , Il 1(, ,Q?i , known to me to by the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed.
GI EN UNDER MY HAND AND SEAL OF OFFICE, this ii4----day of
/n bet -
, 2005. //
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N;1 . ' b ic, State of Texas
�o93+Y,u Jana M. Barnes
Notary Public
*0* State of Texas
4,4.0FCommission Expires
August 26, 2006
I
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned authority on this day personally appeared
/iii -' /5/a (K/ , known to me to by the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed.
IVEN UNDER MY HAND AND SEAL .O , OFFICE, this 7 i day of
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�j�'Y Jana M. Barnes
Notary Public Nota' 61
Public, State of Texas
* �� * State of Texas
sof, Commission Expires
August 26, 2006 '
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
B F RE ME, the undersigned authority on this day personally appeared
l/. LO h-ePh , known to me to by the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed. ,,//
GIVEN UNDER MY HAND AND SEAL . OFFICE, this 711-1
C day of
jCP rh.Z /..)(IK , 2005. , ,)
,_41/1,4",(4 h t , ,6M-
tl- '�Y, Jana M. Barnes
NotaryPublic Noi Public, State of Texas
* * State of Texas ;�
,t°F Commission August26, 2006 Expires
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
BEFORE ,ME, the undersigned authority on this day personally appeared
Liriii ' (iJ,(/S , known to me to by the person whose name is
subscribed to the oforegoing instrument and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed.
--G, AWUNDER MY HAND AND SEA1i OF OFFICE, this —day of
J fr h' b(i7 , 2005.
. 1141k} 0/1/( 27' 4A,Fa
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Jana M. Barnes
1Notary Public N Public, State of Texas
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August 26, 2006 v
9 9 I g 8 1 ., ! 1 9
• ARTICLES OF INCORPORATION in the AEoe of the
SePrefAry d` stBtP. M Texas
OF
MAR o 4 1996
CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATIO
CORPORATIONS SECTION !!
We, the undersigned natural persons, each o w' .' - - -
eighteen (18) years of age or more, and a resident and a qualified
voter of the City of Port Arthur, Texas (the "City") and a citizen
of the State of Texas, acting as incorporators of a corporation
under the provisions of Article 5190. 6, Section 4A, Vernon's Texas
Civil Statutes, as amended (the "Act") , do hereby adopt the
following Articles of Incorporation for such corporation.
ARTICLE I
The name of the corporation is CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION.
ARTICLE II
The Corporation is a public non-profit corporation.
ARTICLE III
The period of its duration is perpetual.
ARTICLE IV
The Corporation is organized for the purpose of aiding,
assisting and acting on behalf of the City in the undertaking,
completing and financing of projects authorized under Section 4A,
as described in the Act.
The Corporation is formed pursuant to, and will be governed
by, the provisions of Section 4A of the Act which authorizes the
Corporation to assist and act on behalf of the City and to engage
in activities in the furtherance of the purposes of its creation.
The Corporation shall have all powers provided to a Section
4A Corporation by the Act.
The Corporation may issue bonds on behalf of the City of Port
Arthur, subject to approval by the City Council to defray all or
part of the cost of any authorized project.
The Corporation shall have and exercise all of the rights,
powers, privileges, authority and functions given by the general
laws of Texas to non-profit corporations incorporated under the Act
including, without limitation, Article 1396, Vernon's Texas Civil
Statutes, as amended.
The Corporation shall have all other powers of a like or
U 2 1 4 1 i U
different nature not prohibited by law which are available to non-
profit corporations in Texas and which are necessary or useful to
enable the Corporation to perform the purposes for which it is
created, including the power to issue bonds,notes or other
obligations, and otherwise exercise its borrowing', power to
accomplish the purposes for which it was created.
The Corporation is created as a local government corporation
pursuant to the Act and shall be a governmental unit within the
meaning of Subdivision (2) , Section 101. 001, Civil Practice and
Remedies Code. The operations of the Corporation are governmental
and not proprietary functions for purposes of the Texas Tort Claims
Act, Section 101.001 et seq. , Civil Practice and Remedies Code.
ARTICLE V
The Corporation shall have no members and shall have no stock.
ARTICLE VI
All powers of the Corporation shall be vested in a Board
consisting of five (5) persons. Directors of the Corporation
("Director" or "Directors") shall be appointed by position to the
Board. Each initial Director named in Article VIII hereof shall
serve for the term expiring on the date set forth in Article VIII.
Subsequent Directors shall also be appointed by position by the
City Council of the City. Each subsequent Director shall serve for
a term of three (3) years or until his or her successor is
appointed by the City Council of the City unless such Director has
been appointed to fill an unexpired term in which case the term of
the Director shall expire on the expiration date of the term of the
Director whose position he or she was appointed to fill. Any
Director may be removed from office at any time, with or without
cause, by the City Council of the City. The number of Directors
may only be increased or decreased by an amendment to these
Articles of Incorporation as authorized by amendment to the Act.
To be qualified to serve as a Director, a person must be a
resident and a qualified voter of the City and be at least 18 years
of age.
All other matters pertaining to the internal affairs of the
Corporation shall be governed by the Bylaws of the Corporation, so
long as such Bylaws are not inconsistent with these Articles of
Incorporation, or the laws of the State of Texas.
ARTICLE VII
The street address of the initial registered office of the
Corporation is 444 Fourth Street, Port Arthur, Texas, 77641-1089,
and the name of its initial registered agent at such address is
Steve Fitzgibbons, City Manager.
ARTICLE VIII
0 2 I 4 8 �._� 2 ( 7 i
The number of Directors constituting the Board of Directors
shall be five (5) . The names and positions of the initial Board
of Directors, each of whom shall serve a term established in this
Article of the Articles of Incorporation as follows:
Position Fame Address Term
1 John Beard. Jr, 1147 Weilford 5/31199
2 Dr. John Echols 3201 Procter 5/31/97
3 Carl Parker 3838 Chandelle 5/31/99
4 Bob Brammer 1001 Northwind 5/31/97
5 Stuart Salter 8412 Hollow Bend 5/3119$
All in the City of Port Arthur, Texas.
ARTICLE IX
The names and street addresses of the incorporators, each of
whom resides within the City, are:
NAME ADORES,
Robert T. Morgan 444 - 4th Street
Leslie E. McMahen. P. E. 444 - 4th Street
TQM Gillam 444 - 4th Street
ARTICLE X
No Director shall be liable to the Corporation for monetary
damages for an act or omission in the Director's capacity as a
Director, except that the provisions of this Article X shall not
eliminate or limit the liability of a director for:
(i) a breach of the Director's duty of loyalty to the
Corporation;
(ii) an act or omission not in good faith that constitutes a
breach of duty of the Director to the Corporation or that
involves intentional misconduct or a knowing violation
of the law;
(iii) a transaction from which the Director received an
improper benefit, whether or not the benefit resulted
from an act taken within the scope of the Director's
office;
11 0 9. 14 8 9 ? I 5 2
(iv) an act or omission for which the liability of a Director
is expressly provided by applicable statute; or
(v) an act related to an unlawful distribution of the assets
of the Corporation.
Any repeal or amendment of this Article by the Directors shall
be prospective only, and shall not adversely affect any limitation
on the personal liability of a Directors existing at the time of
such repeal or amendment. In addition to the circumstances in
which a Director is not personally liable as set forth in the
preceding sentences, a Director shall not be liable to the fullest
extent permitted by any amendment to Texas statutes hereafter
enacted that further limits the liability of a Director, without
the necessity of further action by the Corporation or the Board to
modify the provisions of this Article X.
ARTICLE XI
In accordance with the provision of Section 501 (c) (3) of the
Internal Revenue Code of 1986, as amended (the "Code") and
regardless of any other provisions of these Articles of
Incorporation or the laws of the State of Texas, the Corporation:
(a) shall not permit any part of the net earnings of the
Corporation to inure to the benefit of any private individual,
except as may be authorized by the By-laws; (b) shall not direct
any of its activities to attempting to influence legislation by
propaganda or otherwise; (c) shall not participate in or intervene
in (including the publication or distribution of statements) , any
political campaign on behalf of any candidate for public office;
and (d) shall not attempt to influence the outcome of any election
for public office ; and (d) shall not attempt to influence the
outcome of any election for public office or to carry on, directly
or indirectly, any voter registration drives. Any income earned
by the Corporation after payment of reasonable expenses, debt and
establishing a reserve shall accrue to the City.
The City shall, at all times, have an unrestricted right to
receive any income earned by the Corporation, exclusive of amounts
needed to cover reasonable expenditures and reasonable reserves for
future activities. No part of the Corporation's income shall inure
to the benefit of any private interests.
If the Board of Directors determines by resolution that the
purposes for which the Corporation was formed have been
substantially met and all bonds issued by and all obligations
incurred by the Corporation have been fully paid, the Board shall
execute a certificate of dissolution, which states those facts and
declares the Corporation dissolved in accordance with the
requirements of the Act, or with applicable law then in existence.
In the event of dissolution or liquidation of the Corporation, all
assets will be turned over to the City.
1 0 2 1 4 3 '! '>_ 1 z :3
ARTICLE XII
If the Corporation is a private foundation within the meaning
of Section 509 (a) of the Code, the Corporation: (a) shall
distribute its income for each taxable year at such time and in
such manner as not to become subject to the tax on undistributed
income imposed by Section 4942 of the Code; (b) shall not engage
in any act of self-dealing as defined in Section 4941(d) of the
Code; (c) shall not retain any excess business holdings as defined
in Section 4943 (c) of the Code; (d) shall not make any investments
in such manner as to subject it to tax under Section 4944 of the
Code; and (e) shall not make any taxable expenditures as defined
in Section 4945(d) of the Code.
ARTICLE XIII
On /]j . 1,3 , 1996, the City Council of the City of Port
l.
Arthur duiy adopted Ordinance No. 96- 08 ordinance approving the
form of these Articles of Incorporation and approving the creation
of the Corporation.
IN WITNESS WHEREOF, we have hereunto set out hands this
/37# day of . .,,e, i,a. , 1996.
41QAPT. VIlIMICL '
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- 4.-9----____—
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t1 0 1 4 d -., - 13 4
- THE STATE OF TEXAS *
COUNTY OF JEFFERSON *
BEFORE , the une sied author y on this day personally
appeared
4V1.4." gnc -1 t . , known to me to be the
person whose name is subscr be to foregoing instrument and
acknowledged to me that he/she executed the same for the purposes
and consideration therein expressed.
(._-_ __,GIVEN UNDER MY HAND AND SEAL OF OFFICE, this / 3 t y of
\‘‘. , 1996.
(-4; ,, -/
/°(,---'4,� CAROLYN R DIXON 1l NNota Pub is in and for
A.--(_-)1/4)1--4 ____2
hot�ryPublic,SlateofTe�7 the State f Texas
�. My Corrin.Expues 3-12-97 k
S.�rrimerir✓.....•rr�r.�.irirffrrr
THE STATE OF TEXAS *
COUNTY OF JEFFERSON *
BEFORE , the u dersigne authority on this day personally
appeared l4� 2. l , known to me to be the
person w se name is subscribed to the foregoing instrument and
acknowledged to me that he/she executed the same for the purposes
and consideration therein expressed.
GI EN UNDER MY HAND AND SEAL OF OFFICE, this / ay
�� of
1996.
`/J!J!JYllJ✓lJ✓.- ((i;//r!-,, �I!!} \�W /�l v.-7-2 /.
CAROLYN R.DIXON 11`( fi�
� ; Notary Pubs c in a = for
. rmi+c,s»eotre-97 4 the State f Texas
My Corms.Eches 3-12-97
THE STATE OF TEXAS *
COUNTY OF JEFFERSON *
BEFORE -A , he u dersigned author•ty on this day personally
appearedk ,ted, \., ,,„. , known to me to be the
person whose name is subscribe• to the foregoing instrument and
acknowledged to me that he/she executed the same for the purposes
and consideration therein expressed.
l
G` UNDER MY HAND V:11:,V:11:, SEAL OF OFFICE, this f y day of
Ohe.7, . 1996 .
1
No ary • •11. in and for
1 the State o Texas
*.K-•' ' CAROLYN R.DIXON
1* Nowri Ptoc.stir a rams \
rMy Carni Elia s 3.12-97
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EXHIBIT " B "
BYLAWS
CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
MISSION STATEMENT
The City of Port Arthur Section 4A Economic Development Corporation shall be charged
to act on behalf of the City to promote and develop new, existing, and expanded business
enterprises in the City of Port Arthur. The Board shall develop an overall economic
development, job training, and infrastructure plan that will bolster the business climate
throughout the City. The Board shall develop a strategy for the promotion and development of
commercial, industrial, and manufacturing enterprises within the City of Port Arthur in keeping
with general duties of the Board as reflected in the Bylaws herein.
ARTICLE I
OFFICES
Registered Office and Registered Agent
1.01. The Corporation shall have and continuously maintain in the State of Texas a
registered office, and a registered agent whose office is identical with such registered office, as
required by the Texas Non-Profit Corporation Act. The board of Directors may, from time to
time, change the registered agent and/or the address of the registered office, provided that such
change is appropriately reflected in these Bylaws, and in the Articles of Incorporation.
1.02. The registered office of the Corporation is located at 444 4th Street, Port Arthur,
Texas, 77640, and the address of its registered agent is P. O. Box 1089, Port Arthur, Texas,
77641-1089.
ARTICLE II
Principal Office
2.01. The principal office of the Corporation in the State of Texas shall be located in
the City of Port Arthur, County of Jefferson, and it may be, but need not be, identical with the
registered office of the Corporation.
ARTICLE III
FISCAL YEAR
3.01. The fiscal year of the Corporation shall be the same as the fiscal year of the City
of Port Arthur, beginning on October 1St of each year and ending on September 30th of the
following year.
EDC_BYLAWS.2018 amendment 1 May 2018
ARTICLE IV.
PURPOSES AND POWERS
4.01. City of Port Arthur Section 4A Economic Development Corporation (the
"Corporation") is organized for the purpose of aiding, assisting and acting on behalf of the City
of Port Arthur, Texas (the "City") to promote, assist and enhance economic development, and to
develop projects authorized by Article 5190.6, Section 4A Texas revised Civil Statutes, as
amended(the "Act").
4.02. The Corporation is further organized to establish, acquire, lease as lessee or
lessor, purchase, construct, improve, enlarge, equip, repair, operate or maintain (and or all)
improvements necessary or desirable to the promotion, development and maintenance of projects
authorized by the Act.
4.03. The Corporation is formed pursuant to the provisions of the Act, which authorizes
the Corporation to assist and act on behalf of the City and to engage in activities in the
furtherance of the purposes for its creation and to issue bonds on behalf of the City.
4.04. The Corporation shall have and exercise all of the rights, powers, privileges,
authority and functions given by the general laws of Texas to non-profit corporations
incorporated under the Act, including, without limitation, Article 1396-1.01, et seq., Vernon's
Civil Statutes, as amended.
4.05. The Corporation shall have all other powers of a like or different nature not
prohibited by law which are available to non-profit corporations created under the Act and which
are necessary or useful to enable the Corporation to perform the purposes for which it is created,
including, but not limited to, the power to issue bonds, notes or other obligations, and otherwise
exercise its borrowing power to accomplish the purposes for which it was created when approved
by the City Council of the City of Port Arthur.
4.06. The Corporation is created as a local government corporation, pursuant to the Act,
and shall be a governmental unit within the meaning of Subdivision (2), Section 101.001, Civil
Practice and Remedies Code, as amended. The operations of the Corporation are governmental
and not proprietary functions for purposes of the Texas Tort Claims Act, Section 101.001 et seq.,
Civil Practice and Remedies Code.
ARTICLE V.
MEMBERS
5.01. The Corporation shall have no members.
EDC_BYLAWS.2018 amendment 2 May 2018
ARTICLE VI.
APPROVALS BY THE CITY
6.01. To the extent that these Bylaws refer to any approval by the City, or refer to
advice and consent by the City Council, such advise and consent shall be evidenced by a
certified copy of a resolution, order or motion, duly adopted by the City Council.
ARTICLE VII.
BOARD OF DIRECTORS
7.01. The Board of Directors shall consist of seven (7) members. The business and
affairs of the Corporation and all corporate powers shall be exercised by or under authority of the
Board of Directors (the "Board"), appointed by the City Council of the City of Port Arthur, and
subject to applicable limitations imposed by the Texas Non-Profit Corporation Act, the Texas
Business Corporation Act, the Articles of Incorporation, or these Bylaws. The Board may, by
contract, resolution, or otherwise, give general or limited or special power and authority to the
officers and employees of the Corporation to transact the general business or any special
business of the Corporation, and may give powers of attorney to agents of the Corporation to
transact any special business requiring such authorization. The number of Directors may only be
increased or decreased by an amendment to the Articles of Incorporation as allowed by
amendments to the Act.
QUALIFICATIONS OF DIRECTOR
7.02. To be qualified to serve as a Director of the Corporation the person:
a. shall reside within the City of Port Arthur and shall also have resided in the City
for at least one (1) year prior to appointment;
b. shall be a qualified voter in the City;
c. shall be at least 18 years of age; and
d. shall not be a member serving on any board or committee of the City of Port
Arthur.
SELECTION PROCESS
7.03. Directors shall be appointed by the respective Councilmember whose position
corresponds to the position for which the Board appointment is made.
TERMS OF OFFICE
7.04. Directors shall be selected as provided for in Section 7.03 and each term for
Director shall be for a term of three (3) years or until his or her successor is appointed to fill an
unexpired term in which case the term of the Director shall expire on the expiration date of the
term of the Director whose position he or she was appointed to fill.
EDC_BYLAWS.2018 amendment 3 May 2018
Any Director may be removed from office at any time, by majority vote of City Council.
7.05. No member of the Board of Directors shall hold office or employment under the
Corporation or City government while a member of said Board, nor shall any member of the
Board hold any paid employment under the Corporation or City government within two (2) years
thereafter, nor shall any member of the Board act (directly or indirectly) as a contractor or
subcontractor for the City.
7.06. Once a director files for any public elective office, said director has concurrently
resigned as a member of the Board of the Corporation, effective immediately.
ARTICLE VIII.
GENERAL DUTIES OF THE BOARD OF DIRECTORS
8.01. The Board is hereby required to perform the following duties:
1. The Board shall develop an overall economic development plan for the City of
Port Arthur which shall include and set forth intermittent and/or short term goals
which the Board deems necessary to accomplish compliance with its overall
economic development plan. Such plan shall be approved by the City Council of
the City of Port Arthur. The overall development plan developed by the Board
shall be one that include the following elements:
a. An economic development strategy to permanently bolster the business
climate throughout the City.
b. Strategies to fully utilize the assets of the City which enhance economic
development.
c. Identification of strategies to coordinate public, private, military and
academic resources to develop and enhance business opportunities for all
citizens of Port Arthur.
d. Accountability to the citizens of Port Arthur and to the City Council of all
tax monies expended for its implementation of the overall economic
development plan.
e. Identification of strategies and provide for implementation of identified
strategies for direct economic development as defined in this Section.
f. An annual work plan outlining the activities, tasks, projects and programs
to be undertaken by the Board during the upcoming fiscal year. The
annual work plan shall be submitted with the annual budget as outlined in
Article XII, Section 12.03 of these Bylaws.
EDC_BYLAWS 2018 amendment 4 May 2018
g. To assist the Board in the implementation of the overall economic
development plan, the Board may seek out and employ a Director of
Economic Development, subject to the approval of the City Council, for
the purpose of assisting the Board in carrying out the duties of the Board
as set forth in this Section. The Board shall, in the annual budget, make
provisions for the compensation to be paid to the Director of Economic
Development and such compensation so established by the Board shall
comprise the salary and benefits paid to the Director of Economic
Development for his or her services.
h. The Director of Economic Development may employ such personnel as
may be necessary to discharge the Corporation's assigned duties. The
compensation for all such employees shall be set by the Board in its
annual budget and such compensation so established by the Board shall
comprise the salary and benefits for such employees, and provided further,
no such employee shall be hired until such time as the Board has
established such compensation for the position in question.
i. The Director of Economic Development shall be hired by the Board with
the approval of the City Council and may be removed by a vote of the
Board.
8.02. The Board shall review and update its overall economic development plan twice
each year to ensure that said plan is up-to-date with the current economic climate and is capable
of meeting Port Arthur's current economic development needs.
8.03. The Board shall expend, in accordance with State Law, the tax funds received by
it on direct economic development where such expenditures will have a direct benefit to the
citizens of Port Arthur.
8.04. As used in this Article, direct economic development shall mean the expenditure
of such tax funds for programs that directly accomplish or aid in the accomplishment of creating
identifiable new jobs or retaining identifiable existing jobs, including job training and/or
planning and research activities necessary to promote said job creation. The Corporations' focus
will be primarily in the areas of:
a. Business retention and expansion
b. Formation of new businesses
c. Business attraction
8.05. The City of Port Arthur Section 4A Economic Development Corporation shall
make reports to the City Council of the City of Port Arthur. The City of Port Arthur Economic
Development Corporation shall discharge this requirement by reporting to the City Council in
the following manner:
EDC_BYLAWS.2018 amendment 5 May 2018
a. The City of Port Arthur 4A Economic Development Corporation shall make a
detailed report to the City Council once each year. Such report shall include, but
not be limited to, the following:
1. A review of all expenditures made by the Board in connection with their
activities involving direct economic development as defined in this
Article, together with a report of all other expenditures made by the
Board.
2. A review of the accomplishments of the Board in the area of direct
economic development.
3. The policies and strategy followed by the Board in relation to direct
economic development, together with any new or proposed changes in
said policies and strategies.
4. The activities of the Board for the fiscal year addressed in said annual
report, together with any proposed change in said activity as said activity
or activities relate to direct economic development.
5. A review of the activities of the Board in areas of endeavor other than
direct economic development, together with any proposed changes in such
activities.
6. The annual required report shall be made to the City Council no later than
December 31St of each year.
7. The annual report shall be considered by the City Council for its review
and acceptance.
b. The Board shall be regularly accountable to the City Council for activities
undertaken by them or on their behalf, and shall report on all activities of the
Board, whether discharged directly by the Board or by any person, firm,
corporation, agency, association or other entity on behalf of the Board. This
report shall be made by the Board to the City Council semi-annually, with the first
report being made September 30, 1996, and a similar report being made each
succeeding six (6) months; but in no event shall a period of time more than six (6)
calendar months be allowed to elapse between such reports. The semi-annual
report shall include the following:
1. Accomplishments to date as compared with the overall plan or strategy for
direct economic development.
2. Anticipated short-term challenges during the next semi-annually reporting
period, together with recommendations to meet such short-term
challenges.
EDC_BYLAWS.2018 amendment 6 May 2018
3. Long-term issues to be dealt with over the succeeding twelve-month
period or longer period of time, together with recommendations to meet
such issues with emphasis to be placed on director economic development.
4. A recap of all budgeted expenditures to date, together with a recap of
budgeted funds left unexpended, and any commitment made on said
unexpended funds. The recap of expenditures shall set forth separately
those expenditures made in connection with direct economic development
and those expenditures made by the Board in the discharge of its other
duties.
c. The Board of Directors shall be required to prepare and forward to the City
Council of the City of Port Arthur a monthly activity report of all meetings of the
Board of Directors and of the committees created by the Board.
IMPLIED DUTIES
8.06. The City of Port Arthur Section 4A Economic Development Corporation is
authorized to do that which the Board deems desirable to accomplish any of the purposes or
duties set out or alluded to in this Article and in accordance with State Law.
REGULAR MEETINGS
8.07. The Regular meetings of the Board shall be held at least once each month at such
times and places as shall be designated from time to time by resolution of the Board. All
meetings of the Board shall provide notice thereof, as provided and set forth in Vernon's
Annotated Civil Statutes, Article 6252-17, et seq. Any member of the Board may request that an
item be placed on the agenda by delivering the same in writing to the Secretary of the
Corporation no later than five (5) days prior to the date of the Board meeting.
8.08. Notice of any meeting shall be given to the public in accordance with the
requirements of the Texas Open Meeting Act. The notice shall contain information regarding the
particular time, date, and location of the meeting and the agenda to be considered. All meetings
shall be conducted in accordance with the Texas Open Meetings Act.
ANNUAL MEETINGS
8.09. The annual meeting of the Board shall be held at the location in the City
designating by the resolution of the Board on the second Tuesday in January of each year, at 7:00
p.m., unless an alternative day is approved by the Board, if not a legal holiday, and, if a legal
holiday, then on the next succeeding business day, for the purposes of transacting such business
as may be brought before the meeting. Notice of Annual Meeting shall be given to the public in
accordance with the requirements of the Open Meeting Act. The notice shall contain
information regarding the particular time, date, and location of meeting and the agenda to be
considered.
EDC_BYLAWS.2018 amendment 7 May 2018
SPECIAL AND EMERGENCY MEETINGS
8.10. Special and emergency meetings of the Board shall be held whenever called by
the President of the Corporation or the Secretary or by a majority of the Directors who are
serving duly appointed terms of office at the time the meeting is called.
The Secretary shall give notice of each special meeting in person, by telephone, FAX,
mail or telegraph, to each Director. Notice of each emergency meeting shall also be given in the
manner required of the City, under Section 551.045, et seq., Texas Government Code, of the
Open Meetings Act. Unless otherwise indicated in the notice thereof, any and all matters
pertaining to the purposes of the Corporation may be considered and acted upon at a special or
emergency meeting. At any meeting at which every Director shall be present, even though
without any notice, any matter pertaining to the purposes of the Corporation may be considered
and acted upon to the extent allowed by the Open Meetings Act.
QUORUM
8.11. For the purpose of convening a meeting, four (4) members of the appointed
Directors then serving on the Board shall constitute a quorum.
8.12. Four (4) members of the appointed Directors then serving on the Board shall
constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation
except for amending the Bylaws of the Corporation which is governed by Article XV, Section
15.09, of these Bylaws. If at any meeting of the Board there is less than a quorum present, the
presiding officer shall adjourn the meeting. All business must be adopted by the positive vote of
at least three (3) directors, unless the act of a greater number is required by law, by the Articles
of Incorporation, or by these Bylaws.
8.13. At the meetings of the Board, matters pertaining to the purposes of the
Corporation shall be considered in such order as from time to time the Board may determine.
8.14. At all meetings of the Board, the President shall preside, and in the absence of the
President, the Vice President shall preside. In the absence of the President and the Vice
President, a chairperson shall be chosen by the Board from among the Directors present.
ATTENDENCE
8.15. Regular attendance of the Board meetings is required of all Directors. The
following number of absences may constitute the need for replacement of a Director: Three
(3) consecutive unexcused absences, or attendance reflecting absences constituting 50% of the
meetings over a 12-month period. In the event replacement is indicated, the Director will be
counseled by the President, and, subsequently, the President shall submit, in writing to the City
Secretary the need to replace the Board member in question.
EDC_BYLAWS.2018 amendment 8 May 2018
8.16. The Secretary of the Corporation shall act as secretary of all meetings of the
Board, but in the absence of the Secretary, the presiding officer may appoint any person to act as
secretary of the meeting.
COMPENSATON OF DIRECTORS
8.17. The Directors shall serve without compensation except that they shall be
reimbursed for their actual expenses incurred in the performance of their duties hereunder.
VOTING: ACTION OF THE BOARD OF DIRECTORS
8.18. Directors must be present in order to vote at any meeting. Unless otherwise
provided in these Bylaws or in the Article of Incorporation or as required by law, the positive
vote of at lest three (3) Directors present at any meeting for which a quorum as defined in
Section 8.12 is present, shall be the act of the Board of Directors. In the event that a Director is
aware of a conflict of interest or potential conflict of interest, with regard to any particular vote,
the Director shall bring the same to the attention of the meeting and shall abstain from the vote,
unless the Board determines that no conflict exists. Any Director may bring to the attention of
the meeting any apparent conflict of interest or potential conflict of interest of any other Director,
in which case the Board shall determine whether a true conflict of interest exists before any vote
shall be taken regarding that particular matter. The Director, as to whom a question of interest
has been raised, shall refrain from voting with regard to the determination as to whether a true
conflict exists. If a director knowingly violates the bylaws or ordinances, he shall be fined up to
the maximum allowable by law.
BOARD'S RELATIONSHIP WITH CITY COUNCIL
8.19. The City Council shall provide oversight to all Board activities in accordance with
State Law. The City Council shall require that the City of Port Arthur Section 4A Economic
Development Corporation be responsible to it for the proper discharge of its duties assigned in
this Article. All policies for program administration shall be submitted for City Council
approval, and the Board shall administer said programs accordingly. All projects proposed by
the Board shall be submitted to the City Council for review and approval. The Board shall
determine its policies and direction within the limitations of the duties herein imposed by
applicable laws, the Articles of Incorporation, these Bylaws, contracts entered into with the City,
and budget and fiduciary responsibilities.
BOARD'S RELATIONSHIP WITH OTHER AGENCIES
8.20. The Board of Directors, in the performance of their duties in achieving the goals
and objectives for which the Corporation was created, shall cooperate with and coordinate the
Corporation's activities with all public and private agencies which purposes compliment the
goals and objectives of the Corporation.
EDC BYLAWS 2018 amendment 9 May 2018
ARTICLE IX
OFFICERS OF THE CORPORATION
GENERAL
9.01. The initial President and Vice President shall be elected by the Board and shall
serve a term of one (1) year. On the expiration of the term of office of the original President and
Vice President, the Board shall select from among its members, individuals to hold such office.
The term of office of the President and Vice President shall always to be for a period of one (1)
year; provided, however, that the President and Vice President continue to serve until the
election of their successors.
9.02. The Secretary and Treasurer shall be selected by the members of the Board and
shall hold office for a period of one (1) year; provided, however, that they shall continue to serve
until the election of their successors.
9.03. Elections shall be held at the annual meeting of the Board. Such officers shall
have the authority and perform the duties of the office as the Board may, from time to time,
prescribe. All officers shall be subject to removal, with or without cause, at any time, by a
simple majority vote of the whole Board.
VACANCIES
9.04. Vacancies in any officer position of the Corporation which occur by reason of
death, resignation, disqualification, removal, or otherwise, may be filled by a simple majority
vote of the whole Board of Directors for the unexpired portion of the term of that office, in the
same manner as other officers are elected to the Board.
RESIGNATIONS
9.05. Any Director or officer may resign at any time. Such resignations shall be made
in writing and shall take effect at the time specified therein, or, if no time is specified, at the time
of its receipt by the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
PRESIDENT
9.06. The President shall be a member of the Board and the presiding officer of the
Board, with the following authority:
1. Shall provide over all meetings of the Board.
2. Shall have the right to vote on all matters coming before the Board.
EDC_BYLAWS.2018 amendment 10 May 2018
3. Shall have the authority, upon notice to the members of the Board, to call a
special meeting of the Board when, in his or her judgment, such meeting is
required.
4. Shall have the authority to appoint standing committees to aid and assist the
Board in its business undertakings or other matters incidental to the operation and
functions of the Board.
5. Shall have the authority to appoint ad hoc committees which may address issues
of a temporary nature of concern or which have a temporary affect on the
business of the Board.
9.07. In addition to the above mentioned duties, the President shall sign with the
Secretary of the Corporation, any deed, mortgage, bonds, contracts, or other instruments which
the Board of Directors has approved and unless the execution of said document has been
expressly delegated to some other officer or agent of the Corporation by appropriate Board
resolution, by a specific provision of these Bylaws, or by Statute. In general, the President shall
perform all duties incident to the office, and such other duties as shall be prescribed from time to
time by the Board of Directors.
VICE PRESIDENT
9.08. The Vice President shall be a member of the Board. The Vice President shall
perform the duties and exercise the powers of the President upon the President's death, absence,
disability or resignation, or upon the President's inability to perform the duties of his or her
office. When so acting, the Vice President shall have all power of, and be subject to, all the
same restrictions as upon the President. 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. The Vice President shall also
perform other duties as from time to time may be assigned to him or her by the President.
SECRETARY
9.09. The Secretary of the Corporation shall record and shall keep, or cause to be kept,
at the registered office of the Corporation, a record of the minutes of all meetings of the Board of
Directors and of any and all committees created by the Board. After such recording, the
Secretary shall transcribe such minutes in summary form. The Secretary shall then forward the
tapes containing the recorded meetings, along with a copy of the transcribed minutes, to the City
Secretary of the City of Port Arthur, for filing, the same to be given in accordance with the
provisions of these Bylaws, or as required by the Texas Open Meetings Act or the Texas Open
Records Act, or other applicable law. The Secretary shall be Custodian of the Corporate Records
and Seal of the Corporation, and shall keep a register of the mailing address and street address, if
different, of each Director.
EDC BYLAWS 2018 amendment 11 May 2018
TREASURER
9.10. The Treasurer shall have custody of all the funds and securities of the Corporation
which come into his or her hands. When necessary or proper, he or she 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; he or she may sign all receipts and vouchers for payments
made to the Corporation, either alone or jointly, with such other office as is designated by the
Board; whenever required by the Board, he or she shall render a statement of his or her cash
account; he or she shall enter or cause to be entered regularly in the books of the Corporation to
be kept by him or her for that purpose, full and accurate accounts of all monies received and paid
out on account of the Corporation; he or she shall perform all acts incident to the position of
Treasurer, subject to the control of the Board.
ARTICLE X
COMMITTEES
QUALIFICATIONS FOR COMMITTEE MEMBERSHIP
10.01. Members of committees shall be appointed by the Board of Directors. Committee
members need not be members of the City of Port Arthur Section 4A Economic Development
Corporation unless required by these Bylaws or by Board resolution.
STANDING COMMITTEE
10.02. The Board of Directors shall have authority to appoint the following standing
committees of the Board, and such other committees as the Board may deem appropriate in the
future:
a. Budget, Finance and Audit Committee: This committee, which shall consist of
one (1) Board member, who shall chair the committee, and one (1) or more other
persons, who shall have the responsibility of working with the Director, or the
contractual entity performing as a Director as the case may be, in the formation
and promotion of the annual budget of the Board. The Committee shall present
such budget to the Board, and upon approval, shall present, in accordance with
these Bylaws, said budget to the City Council. In addition to the preparation of
the budget for the Board, the Committee shall monitor all budget expenditures of
the Board and keep the Board advised in such matters. The committee shall
further have the responsibility to oversee and work with auditors of the City or
outside auditors when audits of the Board are being formed.
b. Committee for Business Retention Expansion: This committee which shall
consist of one (1) Board member who shall chair the committee and one (1) or
more other persons who shall work with the President of the Corporation and shall
EDC_BYLAWS.2018 amendment 12 May 2018
keep the Board informed of all development and activities concerning business
retention and expansion.
c. Committee for New Business Formation: This committee shall consist of one
(1) Board member who shall chair the committee and one (1) or more other
persons who shall work with the president of the Corporation and shall keep the
Board informed of all development and activities concerning new business
information.
d. Committee for New Business Attraction and Recruitment: This committee shall
consist of one (1) Board Member who shall chair the committee and one (1) or
more other persons who shall work with the President of the Corporation and shall
keep the Board informed of all developments and activities concerning business
attraction and recruitment.
SPECIAL COMMITTEE
10.03. The Board of Directors may determine from time to time that other committees
are necessary or appropriate to assist the Board of Directors. The Board shall designate one (1)
Board member to each of such committees who shall chair the committee and one (1) or more
other members.
10.04. No such committee shall have independent authority to act for or in the stead of
the Board of Directors with regard to the following manners: amending, altering, or
repealing the Bylaws; electing, appointing, or removing any member of any such committee or
any Director of Officer of the Corporation; amending the Articles of Incorporation; adopting a
plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale,
lease, exchange, or mortgage of all or substantially all of the property and assets of the
Corporation; authorizing the voluntary dissolution of the Corporation or revoking the
proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or
amending, altering, or repealing any resolution of the Board of Directors, which by its terms,
provides that it shall not be amended, altered, or repealed by such committee.
10.05. The designation and appointment of any such committee and delegation to that
committee of authority shall not operate to relive the Board of Directors, or any individual
Director, of any responsibility imposed on it or on him or her, by law.
TERM OF OFFICE OF COMMITTEE MEMBERS
10.06. Each member of a committee shall continue as such until the next appointment of
the Board of Directors and until his or her successor on the committee is appointed, unless the
committee shall be sooner terminated or unless such member has ceased to serve on the Board of
Directors, or unless such member be removed from such committee.
EDC_BYLAWS.2018 amendment 13 May 2018
10.07. Any committee member may be removed from committee membership by the
President, with Board approval, whenever in his or her judgment, the best interests of the
Corporation would be served by such removal.
VACANCIES ON COMMITTEE
10.08. Vacancies in the membership of any committee may be filled in the same manner
as provided with regard to the original appointments to that committee.
EX-OFFICIO MEMBERS
10.09. The City Manager or his designee and the Mayor or his designee may attend all
meetings of the Board of Directors or committees, including executive, private or public
meetings. These representatives shall not have the power to vote in the meetings they attend.
Their attendance shall be for the purpose of ensuring that information about the meetings are
accurately communicated to the City Council and to satisfy the City Council's obligation to
control the powers of the Corporation.
ARTICLE XI
FINANCIAL ADMINSTRATION
11.01. The Corporation may contract with the City of Port Arthur or any other agency or
institution for financial, accounting and other such services as the Board of Directors shall deem
necessary in the furtherance of the goals and objectives of the Corporation. The Corporation's
financing and accounting records shall be maintained according to the following guidelines:
FISCAL YEAR
11.02. The fiscal year of the Corporation shall begin on October Pt of each year and end
on September 30th of the following year.
BUDGET
11.03. A budget for the forthcoming fiscal year shall be submitted to, and approved by,
the Board of Directors, and the City Council of the City of Port Arthur. In submitting the budget
to the City Council, the Board of Directors shall submit the budget on forms prescribed by the
City Manager and in accordance with the annual budget preparation schedule as set forth by the
City Manager. The budget shall be submitted to the City Manager for inclusion of it in the
annual budget presentation to the City Council. The budget proposed for adoption shall include
the projected operating expenses, and such other budgetary information as shall be useful to or
appropriate for the Board of Directors and the City Council of the City of Port Arthur.
EDC BYLAWS.2018 amendment 14 May 2018
CONTRACTS
11.04. As provided in Article IX, Section 9.07, the President and Secretary shall execute
any contracts or other instruments which the Board has approved and authorized to be executed,
provided, however, that the Board may, by appropriate resolution, authorize any other officer or
officers of the Corporation to enter into contracts or execute and deliver any instrument in the
name and on behalf of the Corporation. Such authority may be confined to specific instances or
defined in general terms. When appropriate, the Board may grant a specific or general power of
attorney to carry out some action on behalf of the Board, provided, however, that no such power
of attorney may be granted unless an appropriate resolution of the Board authorizes the same to
be done. All contracts will be subject to the approval of the City Council.
CHECKS AND DRAFTS
11.05. All checks, drafts or orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed or bear the facsimile of the
President or the Treasurer, or such other person as designated by the Board.
DEPOSITS
11.06. All funds of the City of Port Arthur Section 4A Economic Development
Corporation shall be deposited on a regular basis to the credit of the Corporation in a local bank
which shall be federally insured and shall be selected following procedures and requirements for
selecting a depository as set forth in Chapter 105 of the Local Government Code.
GIFTS
11.07. The City of Port Arthur Section 4A Economic Development Corporation may
accept on behalf of the Corporation any contribution, gift, bequest or device for the general
purpose or for any special purposes of the Corporation.
PURCHASING
11.08. All purchases made and contracts executed by the Corporation shall be made in
accordance with the requirement of the Texas Constitution and Statutes of the State of Texas.
INVESTMENTS
11.09. Temporary and idle funds which are not needed for immediate obligations of the
Corporation may be invested in any legal manner provided in Tex. Rev. Civ. Stat. Ann. Article
842a-2 (Public Funds Investment Act).
BONDS
11.10. Any bonds issued by the Corporation shall be in accordance with the statute
governing this Corporation, but in any event, no bonds shall be issued without approval of the
EDC_BYLAWS.2018 amendment 15 May 2018
City of Port Arthur City Council after review and comment by the City's bond counsel and
financial advisor.
UNCOMMITTED FUNDS
11.11. Any uncommitted funds of the Corporation at the end of the fiscal year shall be
considered a part of the Fund Balance.
11.12. The Undesignated Fund Balance may be committed for any legal purpose
provided the Corporation's Board of Directors and the City Council both approve of such
commitment. This may include the establishment of a Permanent Reserve Fund, which shall be
accumulated for the purpose of using the interest earnings of such fund to finance the operation
of the Corporation.
APPROPRIATIONS AND GRANTS
11.13. The Corporation shall have the power to request and accept, subject to the
approval of the City Council, any appropriation, grant, contribution, donation or other form of
aid from the Federal Government, the State, any political subdivision, or municipality in the
State, or from any other source.
ARTICLE XII
CODE OF ETHICS
POLICY AND PURPOSES
12.01. It is the policy of the Corporation that Directors and officers conduct themselves
in a manner consistent with sound business and ethical practices; that the public interest always
be considered in conducting corporate business; that the appearance of impropriety be avoided to
ensure and maintain public confidence in the Corporation; and that the Board establish policies
to control and manage the affairs of the Corporation fairly, impartially and without
discrimination.
12.02. This Code of Ethics has been adopted as part of the Corporation's Bylaws for the
following purposes:
(1) To encourage high ethical standards in official conduct by Directors and
Corporate officers; and
(2) To establish guidelines for such ethical standards of conduct.
CONFLICT OF INTEREST
12.03. Except as provided in Section 13.05 below, a Director or Officer is prohibited
from participating in a vote, decision or award of a contract involving a business entity or real
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property in which the Director or the Officer has a substantial interest, if it is foreseeable that the
business entity or real property will be economically benefited by the action. A person has a
substantial interest in a business if, (1) his or her ownership interest is ten percent (10%) or more
of the fair market value of the business entity, or (2) the business entity provides more than ten
percent (10%) of the person's gross income. A person has a substantial interest in real property
if the interest is an equitable or legal ownership with a fair market value of$2,500 or more. An
interest of a person related in the second degree by affinity or the third degree by consanguinity
to a Director or officer is considered a substantial interest.
12.04. If a Director or a person related to a Director in the first or second degree by
affinity or the first, second or third degree by consanguinity, has a substantial interest in a
business entity or real property that would be pecuniarily affected by an official action taken by
the Board, such Director, before a vote or decision on the matter, shall file an affidavit stating the
nature and extent of the interest. The affidavit shall be filed with the Secretary of the
Corporation.
12.05. A Director who has a substantial interest in a business entity that will receive a
pecuniary benefit from an action of the Board may vote on that action if a majority of the Board
has a similar interest in the same action or if all other similar business entities in the Corporation
will receive a similar pecuniary benefit.
12.06. An employee of a public entity may serve on the Board, must be qualified to serve
in accordance with Article VII, Section 7.02.
ACCEPTANCE OF GIFTS
12.07. No Director or officer shall accept any benefit as consideration for any decision,
opinion, recommendation, vote or other exercise of discretion in carrying out official acts for the
Corporation. No Director or officer shall solicit, accept, or agree to accept, any benefit from a
person known to be interested in, or likely to become interested in, any contract, purchase,
payment, claim or transaction involving the exercise of the Director's or officer's discretion. As
used here, "Benefit" does not include:
a. a fee prescribed by law to be received by a Director or officer or any other benefit
to which the Director or officer is lawfully entitled or for which he gives
legitimate consideration in a capacity other than as a Director or officer;
b. a gift or other benefit conferred on account of kinship or a personal, professional
or business relationship independent of the official status of the Director or
officer; and
c. a benefit consisting of food, lodging or transportation accepted as a guest and
which is reported as may be required by law.
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BRIBERY
12.08. A Director, or officer shall not intentionally or knowingly offer, confer or agree to
confer on another, or solicit, accept or agree to accept from another:
a. any benefit as consideration for the Director's or officer's decision, opinion,
recommendation, vote or other exercise of discretion as a Director or officer;
b. any benefit as consideration for the Director's or officer's decision, vote,
recommendation or other exercise of official discretion in a judicial or
administrative proceeding; or
c. any benefit as consideration for a violation of a duty imposed by law on the
Director or officer.
NEPOTISM
12.09. No Director or officer shall appoint, or vote for, or confirm, the appointment to
any office, position, clerkship, employment or duty, of any person related within the second
degree by affinity (marriage relationship) or within the third degree of consanguinity (blood
relationship) to the Director or officer so appointing, voting or confirming, or to any other
Director or officer. The provision shall not prevent the appointment, voting for, or confirmation
of, any person who shall have been continuously employed in any such office, position,
clerkship, employment or duty, at least thirty (30) days prior to the appointment of the director or
officer so appointing or voting.
ARTICLE XIII
STAFF OF THE CORPORATION
BOARD'S RELATIONSHIP WITH
ADMINISTRATIVE DEPARTMENTS OF THE CITY
13.01. Any request for services made to the administrative departments of the City of
Port Arthur shall be made by the Board or its designee in writing to the City Manager. The City
Manager may approve such requests for assistance from the Board when he finds such requested
services are available within the administrative departments of the City and that the Board has
agreed to reimburse the administrative department's budget for the costs of such services
provided.
13.02. Any requests for legal assistance shall be made by the Board or its designee to the
City Manager. The City Manager may provide such assistance when such services are available
and the Board has agreed to reimburse the City for cost providing the legal services.
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DIRECTOR OF ECONOMIC DEVELOPMENT
13.03. The Corporation may employ a Director of Economic Development, subject to the
approval of the City Council. The Director of Economic Development shall serve as the Chief
Executive Officer of the Corporation, and shall be charged with the responsibility of carrying out
the Corporation's program as adopted and planned by the Board. The Director of Economic
Development shall also oversee all administrative functions of the Corporation. The Director
shall develop policies and procedures for the Corporation, including financial, accounting, and
purchasing policies and procedures to be approved by the Board and the City Council.
OTHER EMPLOYEES
13.04. The Corporation may employ such full or part-time employees as needed to carry
out the programs of the Corporation. These employees shall perform those duties as are assigned
to them by the Director of Economic Development. The Director of Economic Development
shall be responsible to hire, direct, and control the work of all Corporation employees, consistent
with Personnel policies of the City, and in keeping with the current fiscal year budget of the
Corporation.
ARTICLE XIV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
RIGHT TO INDEMNIFICATION
14.01. Subject to the limitations and conditions as provided in this Article and the
Articles of Incorporation, each person who was or is made a party or is threatened to be made a
part to or is involved in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative (hereinafter a "proceeding"), or any
appeal in such proceeding or any inquiry or investigation that could lead to such a proceeding, by
reason of the fact that he or she, or a person of whom he or she is the legal representative, is or
was a Director or officer of the Corporation or while a Director of officer of the Corporation is or
was serving at the request of the City Council of the City of Port Arthur and/or the Corporation
as a Director, officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the
Corporation to the fullest extent permitted by the Texas Non-Profit Corporation Act, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment) against judgments, penalties
(including excise and similar taxes and punitive damages), fines, settlements and reasonable
expenses (including, without limitation, attorneys' fees) actually incurred by such person in
connection with such proceeding, and indemnification under this Article shall continue as to a
person who has ceased to serve in the capacity which initially entitled such person to indemnity
hereunder. The rights granted pursuant to this Article shall be deemed contract rights and no
amendment, modification or repeal of this Article shall have the effect of limiting or denying any
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such rights with respect to actions taken or proceedings arising prior to any such amendment,
modification or repeal. It is expressly acknowledged that the indemnification provided in this
Article could involve indemnification for negligence or under theories of strict liability.
ADVANCE PAYMENT
14.02. The right to indemnification conferred in this Article shall include the right to be
paid in advance or reimbursed by the Corporation, the reasonable expenses incurred by a person
of the type entitled to be indemnified under Section 15.01 of this Article, who was, is or is
threatened to be, made a named defendant or respondent in a proceeding in advance of the final
disposition of the proceeding and without any determination as to the person's ultimate
entitlement to indemnification; provided, however, that the payment of such expenses incurred
by any such person in advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of a written affirmation by such Director or officer of his or her good
faith belief that he or she has met the standard of conduct necessary for indemnification under
this article and a written undertaking by or on behalf of such person, to repay all amounts so
advance, if it shall ultimately be determined that such indemnified person is not entitled to be
indemnified under this Article or otherwise.
INDEMNIFICATION OF EMPLOYEE AND AGENTS
14.03. The Corporation, by adoption of a resolution of the Board, may indemnify any
advance expenses to any employee or agent of the Corporation to the same extent and subject to
the same conditions under which it may indemnify and advance expenses to Directors and
officers under this Article; and the Corporation may indemnify and advance expenses to persons
who are not or were not Directors, officers, employees or agents of the Corporation, but who are
or were serving at the request of the City council of the City of Port Arthur, and/or the
Corporation as a Director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise against any liability asserted
against him or her and incurred by him or her in such a capacity or arising out of his or her status
as such person to the same extent that it may indemnify and advance expenses to Directors under
this Article.
APPEARANCE AS A WITNESS
14.04. Notwithstanding any other provision of this Article, the Corporation may pay or
reimburse expenses incurred by a Director or officer in connection with his or her appearance as
a witness or other participation in a proceeding involving the Corporation or its business at a
time when he or she is not a named defendant or respondent in the proceeding.
NON-EXCLUSIVITY OF RIGHTS
14.05. The right to indemnification and the advancement and payment of expenses
conferred in this Article shall not be exclusive of any other right which a Director or officer or
other person indemnified pursuant to Section 15.03 of this Article may have or hereafter acquire
EDC BYLAWS.2018amendment 20 May 20t8
under any law (common or statutory), provision of the Articles of Incorporation of the
Corporation or these Bylaws, agreement, vote of shareholders or disinterested Directors or
otherwise.
INSURANCE
14.06. The Corporation shall purchase and maintain, at its sole expense, such insurance
coverages as approved by the City council, to protect itself and any person who is or was serving
as a Director, officer, employee or agent of the Corporation or is or was serving at the request of
the City Council of the City of Port Arthur and/or the Corporation as a Director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or
domestic corporation, partnership, joint venture, proprietorship, employee benefit plan, trust or
other enterprise against any expense, liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or loss under this Article.
BONDS
14.07. The President, Vice President, and Treasurer of the corporation and any other
assistants so designated, shall each give an official bond in the sum of not less than One Hundred
Thousand Dollars ($100,000). The bonds referred to in this Section shall be considered for the
faithful accounting of all monies and things of value coming into the hands of such officers. The
bonds shall be procured from some regularly accredited surety company authorized to do
business in the state. The premiums therefore shall be paid by the Corporation. A copy of each
officer's and assistant's bond shall be filed with the City Secretary.
NOTIFICATION
14.08. Any indemnification of or advance of expenses to a Director or officer in
accordance with this Article shall be reported in writing to the members of the Board with or
before the notice of the next regular meeting of the Board and, in any case, within the 12-month
period immediately following the date of the indemnification or advance.
SAVINGS CLAUSE
14.09. If this Article or any portion hereof shall be invalidated on any ground by any
Court of Competent Jurisdiction, then the Corporation shall nevertheless indemnify and hold
harmless each Director, officer or any other person indemnified pursuant to this Article, as to
costs, charges and expenses (including attorney's fees), judgments, fines and amount paid in
settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative
or investigative, to the full extent permitted by any applicable portion of this Article that shall
not have been invalidated and the fullest extent permitted by applicable law.
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ARTICLE XV
MISCELLANEOUS PROVISIONS
NOTICE AND WAIVER OF NOTICE
15.01. Whenever any notice whatever is required to be given under the provisions of
these Bylaws, such notice shall be deemed to be sufficient, if given by depositing the same in a
post office box in a sealed, postpaid wrapper, addressed to the person entitled thereto at his or
her post office address, as it appears on the books of the Corporation, and such notice shall be
deemed to have been given on the day of such mailing. A waiver of notice, signed by the person
or persons entitled to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
GENDER
15.02. References herein to the masculine gender shall also refer to the feminine in all
appropriate cases.
SEAL
15.03. The Board of Directors shall obtain a corporate seal which shall bear the words
"Corporate Seal of the City of Port Arthur Section 4A Economic Development Corporation"; the
Board may thereafter use the corporate seal and may later alter the seal as necessary without
changing the corporate name.
15.04. The seal of the Corporation shall be such as from'time to time may be approved
by the Board.
AUTHORIZATION
15.05. The Corporation shall carry out its program subject to its Articles of Incorporation
and these Bylaws, and such resolutions as the Board may, from time to time, authorize.
PROGRAM
15.06. The program of the City of Port Arthur Section 4A Economic Development
Corporation shall be to assist, stimulate, and enhance economic development in Port Arthur,
Texas, subject to applicable State and Federal law, these Bylaws, and the Articles of
Incorporation.
BOOKS AND RECORDS
15.07. The Corporation shall keep correct and complete books and records of all actions
of the Corporation, including books and records of account and the minutes of meetings of the
Board of Directors and of any committee having any authority of the Board and to the City
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Council. All books and records of the Corporation may be inspected by Directors of the
Corporation or his or her agent or attorney at any reasonable time; and any information which
may be designated as public information by law shall be open to public inspection at any
reasonable time. The Texas Open Records Act and Open Meetings Act shall apply to disclosure
of public information. The Board of Directors shall provide for an annual financial audit to be
performed by a competent independent audit firm.
MONTHLY REPORTS
15.08. The Corporation shall provide monthly summaries of proposed dispersal of funds
for anticipated projects, and funds that are dispersed over$50,000.
If any two (2) City Councilmembers, or one (1) City Councilmember and the Mayor,
request formal City Council consideration, the City Manager shall notify the Corporation's
Executive Director, who shall not make the dispersal unless the request for formal City Council
action is withdrawn. Upon request for formal City Council consideration, no such payment shall
be made, unless a formal public vote in open City Council session is made to approve the
dispersal.
AMENDMENT TO BYLAWS
15.09. These Bylaws may be amended or repealed and new Bylaws adopted by an
affirmative vote of five (5) of the Board of Directors serving on such Board, at a Special Meeting
of the Board of Directors held for such specific purpose, and the notice requirements stated
hereinabove regarding special meetings shall apply. The Board of Directors of the Corporation
present at an annual meeting of such Board may, by a vote of five (5) , in accordance with the
requirements of Article VII hereinabove, amend or repeal and institute new Bylaws; provided
that at least ten (10) days prior to the annual meeting, written notice setting forth the proposed
action shall have been given to the Board of Directors, and public notice regarding such action
given according to the requirements of the Texas Open Meetings Act and Open Records Act.
15.10. Notwithstanding the foregoing, no amendment shall become effective unless the
City Council approves the amendment.
RELATION TO ARTICLES OF INCORPORATION
15.11. These Bylaws are subject to, and governed by, the Articles of Incorporation and
applicable State statutes under which the Corporation is organized.
EFFECTIVE DATE
15.12. These Bylaws shall become effective upon the occurrence of the following
events:
1. The approval of these Bylaws by the City
Council of the City of Port Arthur; and
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2. The adoption of these Bylaws by the Board.
EXECUTED this day of , 2018.
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THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned authority on this day personally appeared
, known to me to by the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
, 2018.
Notary Public, State of Texas
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned authority on this day personally appeared
, known to me to by the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
, 2018.
Notary Public, State of Texas
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned authority on this day personally appeared
, known to me to by the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
, 2018.
Notary Public, State of Texas
EDC_BYLAWS.2018 amendment 25 May 2018
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned authority on this day personally appeared
, known to me to by the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
, 2018.
Notary Public, State of Texas
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned authority on this day personally appeared
, known to me to by the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
, 2018.
Notary Public, State of Texas
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned authority on this day personally appeared
, known to me to by the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
, 2018.
Notary Public, State of Texas
EDC_BYLAWS.2018 amendment 26 May 2018
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned authority on this day personally appeared
, known to me to by the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed the same
for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
, 2018.
Notary Public, State of Texas
EDC BYLAWS.201S amendment 27 May 2018