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HomeMy WebLinkAboutPR 17887: APPROVING THE AMENDED BY-LAWS OF THE DRDB P. R. No. 17887 08/28/13 km RESOLUTION NO. A RESOLUTION APPROVING THE AMENDED BY -LAWS OF THE DOWNTOWN RENAISSANCE DISTRICT BOARD WHEREAS, the City Council established a Port Arthur Downtown Revitalization Board by adopting Resolution No. 09 -520; and WHEREAS, the City Council appointed members to the Board of Directors; and WHEREAS, pursuant to Resolution No. 10 -331, Port Arthur Revitalization Board was renamed as the Downtown Renaissance District Board; and WHEREAS, the City Council approved the Downtown Renaissance District Board By -Laws by adopting Resolution No. 10 -331; and WHEREAS, the Downtown Renaissance District Board has submitted amended by -laws for City Council approval, attached hereto as Exhibit "A ". NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council hereby approves the amended by -laws as presented in Exhibit "A ". Section 3. That a copy of the caption of this resolution shall be spread upon the minutes of the City Council. READ, ADOPTED AND APPROVED on this day of A.D., 2013, at a Regular Meeting of the City Council of the City of Port Arthur, by the following vote: AYES: PR17887 1 Mayor Councilmembers NOES: DELORIS PRINCE, MAYOR ATTEST: SHERRI BELLARD CITY SECRETARY APPROVED AS TO FORM: Ca. VALECIA TIZ O CITY ATTORNEY APPROVED FOR ADMINISTRATION: FLOYD T. JOHNSON CITY MANAGER PR17887 EXHIBIT "A" BY -LAWS DOWNTOWN RENAISSANCE DISTRICT BOARD Adopted by the Port Arthur DRDB: Reviewed by the City of Port Arthur: ARTICLE I Registered Office, Registered Agent and Principal Office Section 1: The Downtown Renaissance District Board (DRDB) of the City of Port Arthur, Texas (City) shall be charged to promote and develop the area designated as the Downtown Renaissance District. 1.01. The Corporation shall have to 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 By -Laws, and in the Articles of Incorporation. 1.02. The registered office of the Corporation shall be that of the Port Arthur Economic Development Corporation located at 4173 39` Street, Port Arthur, Texas, and the address of its registered agent is 4173 39` Street, Port Arthur, Texas 77642. 1.03. 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 II Statement of Mission Purpose Section 1: Mission Statement — the mission of the DRDB is to enhance the quality of life and develop a positive image of downtown Port Arthur for residents, businesses and visitors. The focus of the DRDB is to engage public, private and non - profit sectors in redevelopment projects. The organization will embark on a four (4)- pronged strategy to achieve this mission: 1. Real estate development and redevelopment such as infrastructure improvements, building rehabilitation, new construction, beautification and facade improvements as determined by the DRDB 2. Tenant attraction through marketing and incentives 3. Event programming to attract people to downtown, e.g. farmers markets, cultural festivals and other events as determined by the DRDB 1 • 4. To maintain as many historical buildings as the Board deems appropriate and financially feasible Section 2: Purpose - The purpose of the DRDB shall be to foster the revitalization of downtown Port Arthur, Texas. Section 3: The goals of the DRDB shall be as follows: 1. To promote and sponsor commercial and residential development, physical improvement projects, and help facilitate employment opportunities for local residents. 2. To facilitate, encourage and promote communication about the downtown businesses and other interested parties concerning ways to improve the Downtown Renaissance District with the DRDB serving as the central resource center. 3. Assist the City and the Port Arthur Economic Development Corporation as a catalytic resource for project development in the DRDB ARTICLE III Program Area Section 1: The Program Area shall be that geographic area indicated on the attached map, which has been designated as the Downtown Renaissance District. [Exhibit Al ARTICLE IV Board of Directors Section 1: General Powers — The Board shall operate within the Downtown Renaissance District. The Board shall be under the supervision and control of its members and, hereinafter, referred to as the "Board ". Section 2: Size and Tenure — The Board shall be composed of not more than 9 voting members, of which the Mayor will always be a voting member. Appointments to the Board shall consist of the following: 1. City of Port Arthur - not more than five (5) seats, which will include the Mayor and four (4) citizens of the community, selected by the City Council 2. Port Arthur Economic Development Corporation - two (2) seats 3. Greater Port Arthur Chamber of Commerce - one (1) seat 4. Lamar State College - Port Arthur - one (1) seat Board appointments, exclusive of the Mayor, will be for a period of three (3) years and the seats will be staggered. No members shall be appointed to serve more than two (2) consecutive full 2 three (3) year terms without a minimum of one (1) break from the Board. The term of the initial Board was determined at the July, 2013, Board meeting through a lottery system. Three (3) names will be selected to serve one -year terms; two (2) names will be selected to serve two -year terms; and the remaining three (3) members, excluding the Mayor, will serve three -year terms. Section 3: Compensation — All members of the Board shall serve without compensation, but, shall be reimbursed for actual and necessary expenses while conducting the business of the Board provided prior approval has been authorized by the Board. Expense reimbursements will be within the guidelines of the City of Port Arthur's travel policy as delineated in the Code of Ordinances. Section 4: Vacancies and Expiration of Terms — A member whose term of office has expired shall continue to hold office until the member's successor is appointed. An appointment to fill a vacancy shall be made in the same manner as the original appointment, but for the unexpired term only. The City Council of Port Arthur or other appointing entity shall approve a successor within a reasonable period of time after the vacancy was created. Section 5: Removal of a Board Member — While the City Council will be responsible for confirming the nomination and finalizing appointments for the Board of Directors, the City Council will not be able to terminate a Board member once he or she has been appointed. A two - third majority vote of the remaining Board will be required to terminate a Board member. A Board member may be removed from the Board for neglect of duty (which entails absence from three (3) consecutive regular meetings without excuse), malfeasance, or any other cause deemed appropriate by a majority vote of the downtown Renaissance District Board. ARTICLE V Officers Section 1: Officers — The officers of the Board shall be a Chairperson, Vice - Chairperson, Treasurer and Secretary. All officers shall be voting members of the Board. Section 2: Removal of Officers — An officer may be removed by a majority vote of the Board whenever, in its judgment, the best interest of the Board will be served by such removal. An officer may resign from office and still continue to serve as a member of the Board. Section 3: Chairperson — The Chairperson shall preside at all meetings of the Board and shall discharge the duties as a presiding officer. 3 Section 4: Vice - Chairperson — In the absence of the Chairperson or the event of inability to serve as Chairperson, the Vice - Chairperson shall perform the duties of the Chairperson and when so acting, shall have all the powers and be subject to the restrictions of the Chairperson. Section 5: Treasurer — The Treasurer shall prepare a monthly statement of all revenue and expenses and oversee the preparation of an Annual Financial Report covering the fiscal year of the Board. The fiscal year of the Board shall be the same as that of the City, October 1 through September 30. The Board will direct an annual audit to be prepared and the results of which shall be forwarded to the City of Port Arthur's Finance Director. Section 6: Secretary — The Secretary or designee shall attend all meetings of the Board and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall given, or cause to be given, notice of all meetings of the Board and shall perform such other duties as may be prescribed by the Board. The Secretary shall, when authorized by the Board, attest by signature to actions of the Board. Section 7: In the absence of any officer, the Board may delegate the powers and duties of any officer to any member provided a majority of the Board then in office concurs thereon. Section 8: Election of Officers — Nominations shall be made from the floor at the Annual Meeting in April. Officers shall be elected by a majority vote of the Board. The term of office shall be fore one (1) year and begin at the close of the Annual Meeting at which they are elected. No member shall hold more than one (1) office at a time. ARTICLE VI Executive Director Section 1: The Board may hire an Executive Director to conduct the daily operations of the Board. The Executive Director shall report directly to the Board. The duties of the Executive Director shall include, but not be limited to the following: 1. Coordinating strategic planning for the organization 2. Reviewing the organizational policies and programs with the Board of Director 3. Providing information and advice to the board and committees 4. Identifying prospective sources for funding 5. Hire additional staff to work full -time or part time on the DRDB issues 4 I I ARTICLE VII Meetings Section 1: Annual Election Meeting — An Annual Election Meeting shall be held the first regular meeting in April at a time and place to be set by the Board. The report of the Nominating committee and election of officers shall occur at the Annual Meeting. If the election of officers does not occur on the day designated or any adjournment thereof, the Board shall cause the election to be held at a regular or special meeting of the Board within ninety (90) days of the Annual Meeting. Section 2: Regular Meetings — Regular meetings of the Board shall be held at a time and place to be set by the Board. At least six (6) regular meetings per year shall be held. The Board records shall be open to the public. Notice of all meetings shall be posted on the first floor of City Hall. • Section 3: Special Meetings — Special meetings of the Board may be called by the Chairperson, Vice - Chairperson in the absence of the Chairperson, or by any three (3) Board members by giving twenty-four (24) hours notice of the meeting. Any member of the Board may request any item(s) to be placed on the agenda. Section 4: The Executive Director shall prepare the agendas for all meetings and review with the Chairperson prior to sending them to the board members at least twenty-four (24) hours prior to the meeting. Any member of the Board may request any item(s) to be placed on the agenda. Section 5: Quorum and Voting — A majority of the members of the Board in office shall constitute a quorum for the transaction of business. A vote of the majority of the members shall constitute the action of the board unless the vote of a larger number is required by statute, or elsewhere in these By -Laws. In the event that effective membership is reduced because of a conflict of interest, a majority of the remaining members eligible to vote shall constitute the action of the board. Section 6: Rules of Order — Robert's Rules of Order will govern the conduct of all meetings. ARTICLE VIII Committees Section 1: Standing Committees — the Board may create any committees it deems advisable to handle the work of the Downtown Renaissance District. No action by any member, committee, employee, director or officer shall be binding upon, or constitute an expression of the policy of the Downtown Renaissance District until it has been approved or ratified by the Board of Directors. 5 Section 2: Standing Committee Structure — No fewer than three (3) committee members shall serve on each committee. The maximum number of committee members allowed to serve on each committee shall be at the discretion of the individual committee's Chairperson. The Downtown Renaissance District Executive Director shall act as a permanent consultant to each committee. The Executive Director will not be required to attend all committee meetings. Section 3: Chairperson — One (1) member of each standing committee shall be selected Chairperson by committee. Section 4: Powers of Committees — Standing committees shall determine and schedule their meeting times, dates and locations, consult with outside sources; interface with other city - appointed Boards and Commissions for an exchange of ideas that would then be presented to the Downtown Renaissance District Board prior to any action of the DRDB. Section S. Duties — The duties of the committees are to notify the Executive Director and Board Chairperson of all meeting times, dates and locations; keep written minutes of each meeting to be filed with the Downtown Renaissance District; keep the Executive Director informed of the events of each meeting by means of the Committee Chairperson if the Executive Director is unable to attend; fulfill charges of and answer to the Board; present monthly committee reports at the board's regular meetings and act in the best interest of the Board at all times. ARTICLE IX Ex- Officio Members Section 1: Ex- Officio Members — The City Manager, or his designee, Chief Executive Officer of the Economic Development Corporation and the Assistant City Manager of Administration may attend all meetings of the Board of Directors or committees. 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 is accurately communicated to the City Council and to act as a resource to the Board. ARTICLE X Purchasing Section 1: Purchasing — All purchases made and contracts executed by the Board shall be made as delineated in the Texas Constitution and statutes of the State of Texas. 6 • ARTICLE XI Gifts Section 1: Gifts — The Downtown Renaissance District may accept on behalf of the Board any contributions, gifts, bequests or devices for the general purpose or for any special purposes of the Board. ARTICLE XII Records Section 1: Records — The Board shall keep complete records of books and accounts and minutes of all regular and special meetings. The records shall be kept at the principal office of the Board, which shall be designated by the Board. Records of the corporation shall be kept in good order among the records of the corporation and shall include the names and addresses of the members of the Board. All books and records, financial or otherwise, of the Board shall be made available to the public. In addition to the records prescribed herein, writings prepared, owned, used, in the possession of, or retained by the Board in the performance of an official function shall be made available to the public. Section 2: The fiscal year of the Corporation shall be the same as the fiscal year of the City of Port Arthur, beginning on October 1 of each year and ending September 30`h of the following year. ARTICLE XIII Conflict of Interest Section 1: No member, officer or employee of the board shall be party, directly or indirectly, to a contract between himself/herself or the Board. Section 2: No member, officer or employee of the Board shall directly or indirectly solicit any contract between the Board and (1) himself/herself; (2) any firm (meaning a co- partnership or other unincorporated association) of which he /she is a partner, member or employee; (3) any private corporation in which he /she is a stockholder owning more than one percent (I %) for the total outstanding stock of any class whether or not it is listed on a stock exchange, or, of which he /she is a director, officer or employee; (4) any trust of which he /she is a beneficiary or trustee; nor shall he /she take any part in the negotiations for such a contract or the renegotiation thereof or amendment thereto or in the approval thereof; nor shall he /she represent either party in the transaction. 7 ARTICLE XIV Right to Indemnification Section 1: 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 party 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 or 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, venture 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 the 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, or repeal of this Article shall have the effect of limiting or denying any such rights modification Y p g Y g 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. Section 2: Advance Payment — 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 1 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 advanced, if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article or otherwise. 8 Section 3: Insurance — The Board shall purchase and maintain a professional Liability/Errors & Omissions Insurance Policy on behalf of any person who is or was a member or officer of the board against any liability asserted against the officer or employee and incurred by them in any such capacity or arising out of their status as such, whether or not the board would have power to indemnify that person against such liability under Sections 1 and 2 of this Article. Any insurance policy purchased and maintained by the Board shall list the City of Port Arthur as co- insured. ARTICLE XV Amendment of By -Laws Section 1: These By -Laws may be amended at any regular meeting of the Board by a majority vote, provided that the amendment has been submitted in writing at a previous regular meeting. ARTICLE XVI Effect of Non - Compliance Section 1: Subject to the provision of By -Laws: (1) no meetings or actions taken by the Board under procedures substantially in compliance with these By -Laws shall be deemed voidable as a result of a non - compliance; (2) any action taken under procedures not in compliance with these By -Laws may be ratified and confirmed at any subsequent meeting of the Board, pursuant to these By -Laws, and the validity thereof shall not be affected or influenced by any deficiencies in the original procedures. Effective Date Section 2: These By -laws shall become effective upon the occurrence of the following events: 1. The approval of these By -Laws by the City Council of the City of Port Arthur; and 2. The adoption of these By -Laws by the Board. 9