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HomeMy WebLinkAboutTIF #1 By Laws T H E C I T Y O F EULESS MEMORANDUM To: TIF Board of Directors From: Becky Null , Assistant to the City Secretary Date: December 5, 1997 Re: TIF BY-LAWS Enclosed is a copy of the TIF by-laws as adopted by the TIF Board at the December 4, 1997, meeting. This item will be on the December 9, 1997, City Council agenda for their approval. /bn cc: Tom Hart, City Manager Joe C. Hennig, Assistant City Manager Susan Crim, City Secretary Bob McFarland, City Attorney qr 201 N. Ector Drive, Euless, Texas 76039-3595 817/685-1400 0 Metro 817/267-4403 0 FAX 817/685-1416 i Board Approved 12/4/97 BYLAWS OF REINVESTMENT ZONE NUMBER ONE, CITY OF EULESS, TEXAS ARTICLE I POWERS AND PURPOSES Section 1. Financing, Development or Redevelopment in the Zone. In order to implement the purposes for which Reinvestment Zone Number One, City of Euless, Texas (the "Zone") was formed as set forth in Ordinance No. 1163 creating the Zone, the City of Euless, Texas (the "City") may issue obligations to finance all or part of the cost of implementing the "project plan" for the Zone as defined in the Texas Tax Increment Financing Act of the Texas Tax Code, Chapter 311, Vernon's Texas Codes Annotated, (the "Act"). Section 2. Conditions Precedent to Issuance of Obligations. No obligations, including refunding obligations, may be issued by the City on behalf of the Zone unless: (1) The City Council of the City (the "City Council") has approved by written ordinance, adopted prior to the date of delivery of the obligations, the amount and purpose for which obligations are being issued, and specifically approved the resolution adopted by the Board of Directors of the Zone (the "Board of Directors") providing for issuance of obligations; and (2) The Attorney General of the State of Texas has approved the contents of any resolution or agreement adopted by the Board of Directors in connection with the issuance of obligations. Section 3. Books and Records: Approval of Programs and Financial Statements. The Board of Directors shall keep correct and complete books and records of account and shall also keep minutes of its proceedings and the proceedings of committees having any of the authority of the Board of Directors. All books and records of the Zone may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and at all times the City Council and the City Auditor will have access to the books and records of the Zone. The City Council must approve all programs and expenditures for the Zone and annually review any financial Statements of the Zone. ARTICLE II BOARD OF DIRECTORS Section 1. Powers, Number and Term of Office. The property and affairs of the Zone shall be managed and controlled by the City Council based on the recommendations of the Board of Directors and, subject to the restrictions imposed by law, the Ordinance creating the Zone and these Bylaws, the Board of Directors shall exercise all of the powers necessary to implement the project plan and the reinvestment zone financial plan which are by ordinance or resolution delegated to it by the City Council. The Board of Directors shall consist of nine (9) directors: one member shall be appointed by the governing body of the Hurst-Euless-Bedford Independent School District (H-E-B ISD); one member shall be appointed by the governing body of Tarrant County; the State Senator in whose district the zone is located is a member of the board, and the State Representative in whose district the zone is located is a member of the board, except that either may designate another individual to serve in the member's place at the pleasure of the member. The remaining five members shall be appointed by the Euless City Council, provided, however, that if a taxing unit (other than the City) waives its right to appoint a member to the board, as evidenced by written resolution duly adopted by the governing body of such taxing unit, the City may appoint such board member in its stead. In the event of a vacancy caused by the resignation, death, or removal for any reason, of a board member, such vacancy is filled for the unexpired term by appointment of the governing body of the taxing unit that appointed the director who served in the vacant position. Section 2. Meetings of Directors. The directors may hold their meetings within a public building in the City as the Board of Directors may from time to time determine. Section 3. Regular Meetings. Regular Meetings of the Board of Directors shall be held at such times and places as shall be designated, from time to time, by resolution of the Board of Directors. Section 4. Special Meetings. Special Meetings of the Board of Directors shall be held whenever called by the chairman, by the secretary, by a majority of the directors then in office or upon advice of or request by the City Council. The secretary shall give notice to each director of each Special Meeting in person, or by mail, telephone or facsimile. Notice of all Special Meetings shall state the purpose and subject of the meetings, which shall be the only business conducted. Section 5. Quorum. A majority of the directors fixed by the Ordinance creating the Zone shall constitute a quorum for the consideration of matters pertaining to the purposes of the Zone. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law. Section 6. Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Zone shall be considered in such order as from time to time the Board of Directors may determine. At all meetings of the Board of Directors, the chairman shall preside, and in the absence of the chairman, the vice chairman shall exercise the power of the chairman. The secretary of the Board of Directors shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Bylaws Page 2 A copy of the minutes of each Regular and Special Meeting shall be submitted to the City Secretary of the City. Section 7. Board Committees. The Board of Directors, by resolution passed by a majority of the directors then in office, may appoint committees and delegate two such committees any of the powers and authority that the Board shall so delegate. Committees shall be composed of three or more Directors, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to proscribe the manner in which proceedings of committees shall be conducted. Notice of all committee meetings shall be given by the Secretary in the same manner as for regular and special meetings of the Board of Directors. Every meeting of a committee shall be presided over by the Committee Chairman designated by the Board of Directors or, in the absence of such Chairman, by any member of such committee chosen by a majority of the members. Minutes of committee meetings shall be taken by the Secretary or, in the Secretary's absence, by a person designated by the Chairman or acting Chairman of the Committee. Minutes of committee meetings shall be kept by the Secretary as herein provided for minutes of meetings of the Board of Directors. Section 8. Compensation of Directors. Directors as such shall not receive any salary or compensation for their services, except that they may be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE III OFFICERS Section 1. Titles and Term of Office. The officers of the Zone shall consist of a chairman, a vice chairman, a secretary, and such other officers as the Board of Directors may from time to time elect or appoint; provided however that the City Council shall appoint the chairman. One person may hold more than one office, except that the chairman shall not hold the office of secretary. Terms of office for officers, other than the chairman, shall not exceed two years. All officers, other than the chairman, shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the entire Board of Directors. A vacancy in the office of any officer, other than the chairman, shall be filled by a vote of a majority of the directors. Section 2. Powers and Duties of the Chairman. The chairman shall be the chief executive officer of the Board of Directors and, subject to the approval of the City Council and he shall be in general charge of the properties and affairs of the Zone and shall preside at all meetings of the Board of Directors. Section 3. Vice Chairman. The vice chairman shall be a member of the Board of Directors, shall have such powers and duties as may be assigned to him by the Board of Directors and shall exercise the powers of the chairman during that officer's absence or inability to act. Any action taken by the vice chairman in the performance of the duties of the chairman shall be conclusive evidence of the absence or inability to act of the chairman at the time such action was taken. Bylaws Page 3 Section 4. Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for the purpose and shall have charge of such books, records, documents and instruments as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection, and shall in general perform all duties incident to the office of secretary subject to the control of the City Council and the Board of Directors. Section S. Compensation. Officers as such shall not receive any salary or compensation for their services, except that they may be reimbursed for their actual expenses incurred in the performance of their duties herein. Section 6. Staff. Staff functions for the Board of Directors may be performed by the City as directed by the City Council, and the City shall be reimbursed for the costs for such services performed in connection with the Zone. ARTICLE IV PROVISIONS REGARDING BYLAWS Section 1. Effective Date. These Bylaws shall become effective only upon the occurrence of the following events: (1) the adoption of these Bylaws by the Board of Directors, and (2) the approval of these Bylaws by the City Council. Section 2. Amendments to Bylaws. These Bylaws may be amended by majority vote of the Board of Directors, provided that the Board of Directors files with the City Council a written application requesting that the City Council approve such amendment to the Bylaws, specifying in such application the amendment or amendments proposed to be made. If the City Council by appropriate resolution finds and determines that it is advisable that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment, the Board of Directors shall proceed to amend the Bylaws. The Bylaws may also be amended at any time by the City Council at its sole discretion by adopting an amendment to the Bylaws by resolution of the City Council and delivering the Bylaws to the secretary of the Board of Directors. Section 3. Interpretation of Bylaws. These Bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected thereby. Bylaws Page 4 ARTICLE V GENERAL PROVISIONS Section 1. Notice and Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of these Bylaws, said 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 Zone, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purposes of objecting to the transaction of any business son the grounds that the meeting is now lawfully called or convened. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 2. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the City Council. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 3. Approval or Delegation of Power by the City Council_ To the extent that these Bylaws refer to any approval by the City or refer to delegation of powers to the Board of Directors by the City, such approval of delegation shall be evidenced by an ordinance, resolution or minute order duly adopted by the City Council. 5293M Bylaws Page 5