Loading...
HomeMy WebLinkAboutIndustrial Development Corporation Bylaws • BYLAWS ARTICLE I OFFICES SECTION 1 . 0 .1 . The principal office of the Euless Industrial Development Authority ( the " Corporation " ) shall be 201 Ector Drive , in the City of Euless . , Texas . ARTICLE II - DIRECTORS SECTION 2 .. 01 . . The affairs of the Corporation shall be managed by a board of directors ( the " Board " ) which shall be . Composed in its entirety of persons appointed by . , and whose terms ' of office shall be fixed by the City Council of the City of Euless , Texas , hereinafter referred to as the " Council " . SECTION 2 . 02 . Vacancies in the Board , including vacancies to be filled by reason of an increase in the number of directors , shall be filled for the unexpired term by the appointment of successor directors by the Council . S ECTION 2 . 03 . The property and business of the Corporation shall be managed by the Board which may exercise all powers of the Corporation and do all lawful acts. S ECTION 2 . 04 . The annual meeting of the Board shall be held ` at the principal office of the corporation on the 1st Monday of December of each year , if not a legal holiday , . and if .. a legal holiday , then at the next secular day following , at . 1 : 30 o ' clock , p . m . , or at such time and place as shall be fixed by the consent in writing of all of the direc- tors . All other meetings may be held at the place selected by the Board within the boundaries of the State of Texas . S ECTION 2 . 05 . . Regular meetings, other than the annual meet - ing , may be held without notice at such time as shall from time to time be determined by resolution of the Board . S ECTION 2 . 06 . Special meetings of the Board may be called by the President on three days ' notice to each director , either personally or by mail or by telegram ; special meetings shall be called by . the President or Secretary in like manner on like notices on the written request of two directors . SECTION 2 . 07 . At all meetings of the Board the presence .of a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which , • • there is a quorum shall be the act of the Board , except as may k . be otherwise specifically eall not be provided by these ByLaws . Tf a . quordm f present at any meeting of the directors , the - directors present thereat may recess the meeting from time to time , without notice other than annoudement at the meeting , until a quorum shall be present . SECTION 2 . 08 . A meeting of the Board can be held at any time without notice .upon the execution by all directors of a written waiver of notice , and likewise .may be held without notice when all • of the directors are present at the meeting , . . SECTION 2 . 09 '. Any action required by the Development . Corporation . Act of 1979 to be taken at a meeting of the Board or any action which may be taken at a meeting of the Board may : be taken without a meeting if a consent in writing , setting forth the action to be taken , shall be Signed by all of the directors . Such consent shall have the same force and 1effect as a unanimous vote and may - be stated as such in any articles . or document filed I with the secretary of state under the Development Corporation Act of 1979 . SECTION 2 . 10 . All meetings of the . Board shall be held with - in the State of . Texas . • COMMITTEES ' OF DIRECTORS SECTION 2 . 11 . The Board May , by resolution adopted by a majority of the whole Board , establish oneoortions more committees , each committee to consist of two. or ' more of the directors of the Corporation . Such committee or committees shall have such name or names , and such powers , as may be determined f from time to time by resolution adopted by the Board of Directors . l . SECTION 2 . 11 . The Board may , by resolution or resolutions adopted by a majority of the whole Board , ' establish one or more committees , each committee ! to consist of two or more of the directors of the Corporation . Such committee or committees shall have such name or names , and such powers , as may be . determined from time to time by resolution adopted by the Board of. Directors . SECTION ' 2 . 12 . The committees shall keep . regular minutes of their proceedings and report the same to the Board when required . SECTION 2 . 134 Directors , as such , shall receive no compen - sation for services rendered as directors , but shall be reimbursed for all reasonable expenses in performing their duties as directors . ARTICLE III I NOTICES f SECTION 3 . 01 . Whenever under the provisions of the statutes or these ByLaws , notice is required to be given to any director , I . ram ... i it shall not be construed to mean personal may be given in writing , by mail , addressed ntol such ce , bdirector ut such natice such address as appears on the books of the Corporation , and such notice shall be deemed to be given at the time when the same shall be thus mailed . I SECTION 3 . 02 . Whenever any notice is required to be given under the provisions of the statutes or of these ByLaws , a waiver thereof in writing signed ' by the person or persons entitled to said notice , whether before or after the time stated therein , shall be deemed equivalent thereto . ARTICLE IV OFFICERS SECTION 4 . 01 . The officers of the Corporation shall be Chosen by the Board . The Board shall choose from its members a President and a Vice President . The Board shall also choose a Secretary and a Treasurer who may or may not be members of the Board . Any two or more offices may be held by . the same person , except the offices of President and Secretary . SECTION 4 . 02 . The Board shall choose such officers at its first meeting and at each annual meeting thereafter in even number years . SECTION 4 . 03 . The officers of the Corporation chosen pursu - ant to Section 4 . 02 shall serve until the next annual meeting of . the Board thereafter or until their successors are chosen and qualify in their stead . SECTION 4 . 04 . The Board may appoint such other officers and agents as it shall deem necessary , who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board . SECTION 4 . 05 . Any officer elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the whole Board . If the office of any officer becomes vacant for any reason , the vacancy shall be filled by the Board . The President SECTION 4 . 06 . The President shall preside at all meetings of the directors . 11 , SECTION 4 . 07 . The President shall be exofficio a member of all standing committees , shall have general supervision of the management of the business of the Corporation , and shall see that all orders and resolutions of the Board are carried into effect . SECTION 4 . 08 . The President shall execute bonds , mortgages and other contracts requiring a seal , under the seal of the Cor - poration , except where required or permitted by law to be other - w ise signed and executed and except where the signing and execu - tion thereof shall be expressly delegated by the Board to some o ther officer or agent of the Corporation . Vice President SECTION 4 . 09 . . The Vice President shall . , in the absence o r disability of the President , perform the duties and exercise the powers of the President , and shall perform such other duties as the Board shall prescribe . The Secretary SECTION - 4 . 10 . The Secretary shall attend all sessions of the Board and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required . He shall give , or cause to be given , notice of all special meetings of the Board and shall perform such other duties as may be prescribed by the Board or the President , under whose supervision he shall be . He shall keep in safe custody the seal of the Corporation and , when authorized by the Board , affix the same to any instrument requiring it , and , when so affixed , it shall be attested by his signature . And when the corporate seal is required as to instruments executed in the course of ordinary business he shall attest . to the signature of the President or Vice President and shall affix the seal thereto . The Treasurer SECTION 4 . 11 . To the extent not otherwise provided by the • Board , by rules or regulations , in resolutions relating to the issuance of bonds , . or , in any financing documents relating to such issuance , the Treasurer . : shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of ✓ eceipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the n ame and to the credit of the. Corporation , in a depository as shall be designated by the Board . le shall disburse the funds of the Corporation as may be ordered by the Board , taking proper vouchers for such disbursements , and shall render` to the President and d irectors , at the regular meetings of the Board , or whenever they may require it , an account of all his transactions as Treasurer and of the financial condition of the Corporation . SECTION 4 . 12 . The Board may require the President , Vice P resident , the Secretary , and the Treasurer to give the Corporation bonds in such sums and with such surety or sureties . . as shall be satisfactory to the Board for the faithful performance of the d uties of their office and for the restoration to the Corporation , in case of his death , resignation , retirement or removal from o ffice , of all books , papers , vouchers , money and other property o f whatever kind in his possession or under his control belonging t o the Corporation . r S ECTION 4 . 13 . The provisions of the Texas Uniform Facsimile Signature of Public . Officials Act shall be applicable to the Corporation , which is a duly constituted instrumentality of the City of Euless , Texas . ARTICLE V FISCAL PROVISIONS SECTION 5 . 01. . . No dividends shall ever be paid by the Corpora - tion and nopart of its net earnings remaining after payment of its e xpenses shall be distributed to or inure to the benefit of its . directors or officers or any individual , firm , corporation , or association , except that in the event the board of directors shall determine that sufficient provision has been made for the full payment of the expenses , bonds , and other obligations of the Cor - poration , then any net earnings of the Corporation thereafter Accruing shall be paid to the City of Euless , Texas . No part o f the Corporation ' s activities shall be carrying on , propaganda , or o therwise attempting to influence legislation , and it shall not participate in , or intervene in ( icluding the publishing or distributing of statements ) , any political campaign on behalf o f or in opposition to any candidate for public office . S ECTION : 5 . 02 . . The Board shall have prepared for each annual meeting a full and clear statement of the business and condition o f the Corporation . Checks ; S ECTION 5 . 03 . All checks or demands . for money and notes of the Corporation shall be signed by such officer or officers or . such other person or persons as . the Board may from time to time . designate , provided that in no event shall a check be negotiable u ntil it is signed by at least one officer . Fiscal: Year ; SECTION 5 . 04 . The fiscal year shall be determined by resolu - Lion of the Board . ARTICLE VI SEAL I SECTION 6 . 01 .( . . I I � ARTICLE VII AMENDMENTS SECTION 7 . 01 . These ByLaws may be altered , changed , or amended at any meeting of the Board at which a quorum is present , provided notice of the proposed alteration , change , or amendment be con - tained in the notice of such meeting , by the affirmative vote of a majority of the directors at such meeting and present thereat . i