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MEMORANDUM
To: Mayor, City Council, and City Manager
From: Mark T. Sokolow, City Attorney /~ ~
Date: July 27, 2005
Subject: P.O. No. 5480; Council Meeting August 2, 2005
Attached is P. O. No. 5480 appointing new directors per
the new proposed city of Port Arthur Section 4A Economic
Development Corporation ByLaws.
MTS:ts
Attachment
cc: Assistant Director of Finance
VIA FACSIMILE (409) 835-2115
Kate McGlynn
GERMKR & GERTZ
z .po5¢80 .memo
P. O. No. 5480
07/27/05 ts
ORDINANCE NO.
AN ORDINANCE APPOINTING DIRECTORS PER THE NEW
PROPOSED CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION BYLAWS AND
ARTICLES OF INCORPO~ATION
WHEREAS, on July 19, 2005, the city Council adopted Ordinance
No. 05-48 as it pertains to the proposed Articles of Amendment to
the Articles of Incorporation, attached in substantially the same
form as Exhibit 'A", and the proposed Bylaws, attached in
substantially the same form as Exhibit 'B"; and,
WHEREAS, on July 26, 2005, persons were appointed as directors
as noted herein, to be effective August 15, 2005.
DIRECTOR POSITION: TERM EXPIRES:
Position 1 Morris Carter May 31, 2008
Position 2 Barbara Mulroy May 31, 2007
Position 3 Maria Block May 31, 2008
Position 4 Linda Spears May 31, 2006
Position 5 Eli Roberts May 31, 2008
Position 6 May 31, 2007
Position 7 Lloyd Christian May 31, 2007
Position 8 Kerry Thomas May 31, 2008
Position 9 May 31, 2006
WHEREAS, there is a need to receive appointments for Positions
6 and for Position 9.
NOW, THEREFORE, BE IT ORDAI~~'! BY THE CITY COUNCIL OF THE CITY
z.po5480
OF PORT ARTHUR, TEXAS:
Section 1. That the facts in the preamble are true and
correct.
Section 2. That is herein appointed to
Position 6 by Mayor Pro Temp Thompson.
Section 3. That is herein appointed to
Position 9 by the Mayor.
Section 4. That the following directors are herein
appointed as follows:
DIRECTOR POSITION: TERM EXPIRES:
Position I Morris Carter May 31, 2008
Position 2 Barbara Mulroy May 31, 2007
Position 3 Maria Block May 31, 2008
Position 4 Linda Spears May 31, 2006
Position 5 Eli Roberts May 31, 2008
Position 6 May 31, 2007
Position 7 Lloyd Christian May 31, 2007
Position 8 Kerry Thomas May 31, 2008
Position 9 May 31, 2006
Section 5. That if any of these directors violate the
Bylaws or Ordinances, they shall be fined up to the maximum
allowable by law.
Section 6. That the Ordinance shall be effective on August
15, 2005.
Section 7. That a copy of the caption of this Ordinance be
spread upon the Minutes of the City Council.
z.po5480
READ, ADOPTED and APPROVED this the __ day of
A.D., 2005, at a Council Meeting of the City
Council of the City of Port Arthur, Texas, by the following vote:
AYES: Mayor
Councilmembers
NOES:
MAYOR
ATTEST:
CITY SECRETARY
APPROVED AS TO FORM:
CITY ATTORNEY
APPROVED FOR ADMINISTRATION=
STEVE FITZGIBBONS, CITY MANAGER
z.po$480
EXH I B I T "A"
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CITY OF PORT ARTHUR SECTION 4A
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 day of ,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
Cotmeilmember 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 nine (9), Except for
., each term for
Directors appointed by City of Port Arthur Ordinance No. -
Director shall be for a term of three (3) years.
"Article XIII"
On _, 2005, the City Council of the City of Port Arthur duly adopted
Ordinance No. _ 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 _ . day of_ _, 2005.
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
_, 2005.
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 acknowledge 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
·2005.
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
,2005.
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
,2005.
Notary Public, State of Texas
EXHIBIT "B"
B_ LAWS.
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
Registered Office and Registered Aeent
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 4~ Street, Port Arthur,
Texas, 77640, and the address of its registered agent is P. O. Box 1089, Port Arthur, Texas,
77641-1089.
ARTICLE II.
: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 1s of each year and ending on September 30~ of the
following year.
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 fimctions 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 amandcd.
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 anit within the meaning of Subdivision (2), Section 101.001,
Civil Practice and Remedies Code, as amended. The operations of the Corporation aw
governmental and not proprietary functions for purposes of the Texas Tort Claims Act,
Section I01.001 et seq., Civil Practice and Remedies Code.
ARTICLE ¥-.
MEMBERS
5.01. The Corporation shall have no members. ARTICLE VI.
APPRO~VALS 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 nine (9) 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 acA employees of the Corporation to transact the general business or
any special business of the Corporation, and may give powers of attoraey 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.
QUA!,IFICATIONS 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 th_~
City for at I~ast one (1) year prior to appointment (This provision as to residing
one year in the City prior to one's appointment do~s not a, pply to directors whu'
were appointed prior to Ordinance No.~c~,nc,:,!m:'r~c,r .......of
thc ,.~,~ a~,
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 Couneilmember whose position
corresponds to the position for which the appointment is made. TERMS OF OFFICE
7.04. Except for Directors appointed by Ordinance No. ., each term for
Director shall be for a term of three years. So that each year three of the nine Director terms
expire, the terms of the four Directors appointed by Ordinance No. are as follows:
(i) Two new positions shall have an initial term ~cc.~,, consisting of 23
· - T.,~,,,~ ~aaea~a~-endin on May 31, 2007.
hcg~mm~g on ~.,,~ ...... g
One position shall have an mmal term of
(ii) new
t~cgi:.min~_.~nl)~S~m~nding on May 31, 2008.
(iii) One new position shall have an initial term c~f
· ~ .... ~ , '~,'~ and-ending on May 31, 2006.
Appendix I lists the Director Position Number and the date the respective term expires.
Subsequent Directors shall be selected as provided for in Section 7.03 and each
subsequent 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 pointed to fill. No
Director shall serve more than three (3) consecutive three (3) year terms as a Dkector.
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 an ublie elective office said director has
concurrentl resi ned as a member of the Board of the Co ration effective immediatel .
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 resoumes to develop and enhance business opportunities for all
citizens of Pon 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.
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 three
~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:
a. The City of Port Arthur Section 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 31~ 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 ali 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-annnally, 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.
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 directo~ economic
development.
4. A recap of all budgeted expenditures to date, together with a recap of
budgeted funds lef~ unnxpended, 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. AIl
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.
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.
9UORUM
8.11. For the purpose of convening a meeting, five (5) members of the appointed
Directors then serving on the Board shall constitute a quorum.
8.12. Five (5) 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.
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.
yOTING: 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 least 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, l~f 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 ACthur 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.
ARTICLE IX
OFFICERS OF TI-llg CORPORATION
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_._v officer,--~-A6visor"~,q~ ....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 Eresideprov4de over all meetings of the Board.
2. Shall have the right to vote on all matters coming before the Board.
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 hochot 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.
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
offiee_r as is designated by the Board; whenever required by the Board, he or she shall render a
statement of his or her cashe account; he or she shall enter or cause to be entered regularly in
the books of the Corpora~on 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 COMMITI'EE 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 (I) or more
other persons,~'vb~O~h~m~s, 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 keep the Board informed of all development and activities
concerning business retention and expansion.
e. 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 personsAdv~sc, ry D:.rcctcm 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 Adv~scW gcard 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 relieve 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 conunittee 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.
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 COMMI~FEE
10.08. Vacancies in the member-ship 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 1s' of each year and
end on September 30z 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 Ln the annual budget presentation to the City Council. The budget proposed for adoption
shall includ~ the projected operating exppnses, 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.
CONTRACTS
11.04. As provided in Article IX, Section 9.07, the President and SecretaD, 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 o
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 hear the facsimile of
the President or the Treasurer, or such other person as designated by the Board.
DEPOSIT__S
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
puq~ose 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.
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
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 thc interest earnings of such fund to finance the
operation of the Corporation.
APPROPRIATIONS AND GRANTS_
11.13. The Corporation shall have thc 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
· - ' practices; that the public interest always
in a manner consistent with sound business and ethical
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
property in which the Director od: the Officer has a substantial interest, if it is foreseeable that
the business entity or real proper~y 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
pecuniarS' 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 exemise of discretion in carts'ing out official
acts for the Corporation. No Director,--A~4~-I~ 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 n_~ot 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 shams 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.
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 Tile 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 pwvide such assistance when such services are
available and the Board has agreed to reimburse the City for cost providing the legal services.
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 Dev¢lopment 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 Diroetor, 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 emerprise 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 ca~e 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' fee~) actually incurred by such person in connection with such
proceeding, and indemnification under this A~icle 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 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
I anyar, d 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, panner, 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 hereaRer
acquire 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.
NOTIFIC~ATION
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 meting 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 .lurisdietion, then the Corporation shall neve~heless 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, fmcs 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.
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 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 six (6) 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 heseinabove 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 six (6) , 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
2. The adoption of these Bylaws by the Board.
APPENDIX I
DIRECTOR TERMS
Director Position Term Expires_
1 May 31, 200_
2 May 31, 200_
3 May 31, 200_
4 May 31, 200_
5 May 31, 200_
6 May 31, 200_
7 May 31, 200_
8 May 31, 200_
9 May 31,200_