1 RESOLUTION NO. 2019-R-08 RESOLUTION OF CITY COUNCIL OF THE CITY OF BUDA, TEXAS A THE FIFTH AMENDED OF THE CITY OF BUDA 4B RECOMMENDING THE BYLAWS TO AND CORPORATION MAKE ITS CORPORATION; DIRECTING THE CONSIDER THE AMENDED APPROVAL OF REGARDING RECOMMENDATION BYLAWS; PROVIDING FOR SEVERABILITY; REPEALING CONFLICTING RESOLUTIONS; AND EFFECTIVE DATE. PROVIDING AN City Council that the in 2001, the voters of the City of Buda approved the WHEREAS, finds the City of Buda 4B Corporation; and, formation of the City Council that the 501.302 of finds Texas Local Government Code WHEREAS, Section the City Council w/ith the sole discretion to amend the corporation's Articles of provides Incorporation, as by law; and, provided the City Council that Section 501.064 of the Texas Local Government Code WHEREAS, finds of that may amend Its bylaws and each amendment Corporation the bylaws must be provides the with state law and with the certificate of formation of the corporation and must consistent be approved resolution of the governing body of the corporation's authorizing unit; and, by the and beneficial both in time WHEREAS, expense to propose Its desired City Council finds it City of Buda 4B operational the manner in which the In Corporation operates in the form of changes bylaw changes before exercising its authority to unilaterally include such changes In the Corporation's Articles of and, Incorporation; the City Council that since the last amendment, the Corporation's principal WHEREAS, finds to new Municipal Complex; and, moved the office has City Council finds that the WHEREAS, fail to reflect that Section 501.073 of the the bylaws Government Code provides Texas Local the City Council is to approve all programs and that expenditures the Corporation and annually review any financial statements of the corporation; of and, fail City Council finds that the bylaws WHEREAS, to reflect that Section 501.073 of the the Texas Local Government Code also provides that the City of Buda is entitled to access to all of the Corporation's books records at all times; and, and the Section finds that the bylaws fail to reflect that WHEREAS, 505.052(c) of the City Council of Government provides that only three Code the directors of a Type B corporation must Texas Local be persons which are not employees, officers or members of the governing body of the authorizing appointment employees, provides for the therefore of up to four officers or municipality, which members of the governing body as Directors; and.
2 WHEREAS, the that It will build greater cooperation and collaboration for two CityCouncil finds the Directors the Corporation to be members of the City Council and that the City of of terms to allow for smooth operation of the serve should Councilmember-Directors opposite transition periods; and, Corporation during City Council finds reflect the bylaws fail to the that Section 502.101 of the WHEREAS, that continuing Local imposes a minimum and Code educational requirement upon Texas Government employees of the Corporation and of the City and how such educational certain may be paid; costs and, the City Council finds the bylaws fail to reflect any fiscal direction and WHEREAS, that City the by and for good management of the Authorizing unit providing for good guidance governance Buda's tax dollars; and, of the City Council finds It appropriate and prudent WHEREAS, the Board of Directions to for consider approve the Fifth Amended Bylaws of the City of Buda 4B Corporation; and CITY NOW, BY THE CITY COUNCIL OF THE RESOLVED OF BUDA, HAYS THEREFORE, BE IT COUNTY, TEXAS THAT: Section 1: The facts and recitations set forth in the preamble of this resolution are hereby found to be true and correct. 2; The City of Buda, Texas, directs City of Buda 4B Corporation to call a meeting to Section the Amended the of the proposed Fifth and act on Bylaws of the City of Buda 4B consider approval attached to this Resolution within 14 days of this Corporation Resolution. Section Severabilitv. If any clause or provision of this resolution shall be 3: deemed to be provision for any such unenforceable clause unenforceable reason, shall be or severed from the remaining portion of the resolution, which shall continue to have full force and effect. resolutions Section All resolutions or parts of Reoea!. in conflict herewith are expressly repealed. 4: Section 5; Effective Date. This resolution shall be effective upon passage by the City Council. Mmmiiiii,/, ana^^iiKJr ' RUVbU, day of 26*^ PASSED, APPROVED, and Council of the City of Buda, Texas this 2019. iVlarch, CITY OF BUDA, TEXAS: leorge Ha^p( Mayor ATTEST: AlTciaRamir^tlty fcjerk
3 -FIFTH AMENDED BYLAWS OF CITY 4B CORPORATION OF BUDA a govern of CITY OF BUDA 4B CORPORATION, affairs nonprofit These Bylaws the coxporation. 1 ARTICLE OFFICES Principal Office principal office in Texas is located at 405 E. Loop Street, Corporation's 1.01. The Building Buda, Texas. The Corporation may have such other offices, in Buda, Texas as the 100-EDC, Board may determine. Directors of and Registered Agent Registered Office 1.02. The Corporation will maintain a registered office and registered agent in Buda, Texas. registered The Corporation's principal office in office may, but need not, be identical with the Texas. Board of Directors may change the registered office and the registered agent as The under The Development Corporation Act, 501 to 505 of the Texas Local permitted Ch^ters hereinafter referred to as the "Act"). Government Code, as amended 2 ARTICLE OF DIRECTORS BOARD of Corporation Management 2.01. Board of Directors will manage corporate affairs. The Number, Tenure and Qualifications of Directors 2.02. The number of will be seven. Directors serve staggered two-year terms of office. Directors of three (3) directors begin on May 1 each odd-numbered year and expire on April The terms of of of four (4) directors begin on May 1 of 30 the next following odd-numbered year. The terms even-numbered year each expire on April 30 of the next following' even-numbered year. All and Directors shall be residents of the City of Buda or of the extra-territorial jurisdiction of Hays shall not be persons who are employees, officers or of the Dkectors County, Texas. At least three Councilmembers the City of Buda, except that at least two but no more than three of the of of the City of Buda. Effective in 2020, one of the three Directors shall be City Councilmembers persons appointed to fill the odd-year Director positions shall include a City Councilmember. shall One of the four appointed to fill the even-year Director positions persons include a City Councilmember. Except as otherwise provided herein, Directors shall routinely serve regular two-year terms.
4 Appointment of Directors Directors shall be by and shall serve at the pleasure of the Buda City Council. 2.03. appointed the City Directors may be reappointed to a new term at the end of any term at the pleasure of Council. Directors who are not replaced at or before the expiration of their respective terms shall continue to serve until replaced. Any new Director appointment made by the City Council may of appointment include the obligation to complete any then remaining unexpired term at the time serve the following regular and of appointment. to term Vacancies 2.04. The Board will promptly notify the City Council of any vacancy occurring on the Board, vacancy will be filled and Council at its pleasure. the by the City Meetings The Board 2.05. meet from time to time, but at least once a calendar quarter to carry out its will duties. The Board may provide for regular meetings by resolution stating the time and place of within the City Buda. All meetings shall be held in such meetings. The meetings must be held of the Texas Government Code, as of accordance with the Texas Open Meetings Act, Chapter 551 amended. Special Meetings 2.06. Special Board meetings may be called by, or at the request of, the president or by the chief administrative employee of the Board as a result a request by any three Directors. A person or of authorized to call persons meetings of the Board may fix any place within the City of special Buda, Texas, as the place for holding a special meeting. The person or persons calling a special meeting will inform the administrative staff of the" Corporation of the information to be included in the notice of staff of the Corporation will give notice to the the meetmg. The administrative Directors and the City Manager, in the form that these Bylaws require and in compliance with the Open Meetings Act, as amended. Texas Notice Written, printed or emailed notice of any special meeting of the Board will be delivered to 2.07. of each than three, nor more than 30 days before the date not less any meeting. The Director notice will state the place, day, and time of the meeting; who called it; and the purpose or purposes for which it is called. Notice is sufficient if it includes a copy of the Notice provided to Meetmgs Act, as amended. the public in accordance with the Texas Open and Quorum Action Directors shall constitute a quorum for the 2.08. Four (4) of the official business of the conduct Corporation. No action of the Corporation shall be valid unless approved by the affirmative vote 2.13 of Directors, except as provided in Section four (4) of these Bylaws. The affirmative vote of
5 an action by four (4) Directors shall constitute an act of of the Corporation unless the Board and of a greater number Directors is required by law. Directors must be present in order to a vote of at any meeting. vote Proxies may not vote by proxy. Director 2.09. A Compensation 2.10. Directors may not receive compensation but are entitled to reimbursement for actual mcuired in the performance expenses of their duties on behalf of the Corporation. Directors Removing 2.11. The City Council may remove a Director at any time, with or without cause. Meeting Board Attendance 2-12. The voluntary absence of a Director from three (3) consecutive meetings, or more than a of six (6) meetings within a calendar year, will result in automatic resignation of the total from the Board. An absence of a Director Director from a regularly scheduled Board meeting the Board, if it results of may be regarded as excused, rather than voluntary, at the discretion from the illness or from a factor beyond the control of the Board Director. Education Obligation 2.13. All members of the Board of Directors shall be encouraged to attend the Basic Economic Development Course at an acceptable education provider such as the Texas Economic initial appointment date to the Board of Directors. of Development Council within six months be acceptable course that would meet, the An requirements may alternative curriculum substituted with approval in advance by a majority vote of the other Directors. Corporation ftmds shall be used to pay the costs of attending the required course as provided by Texas Local Government Code § 502.101. 2.14. The chief of the Corporation and the City Attomey or the City administrative employee of the City of Buda is required to attend an economic development or the City Clerk Manager be repeated every two years. of taking oJSice. The seminar must training seminar within 90 days Corporation fimds shall be used to pay the costs of attending the seminars as provided by Texas Local Government Code § 502.101.
6 ARTICLE 3 OFFICERS Officer Positions 3.01. The Corporation's officers will be a president, a secretary, a vice president, and a treasurer. The Board may define the authority and duties each such position and shall elect or appoint of persons to fill the positions by Resolution of the Board. The same person may hold any two or more offices, except for president and secretary. Term Election Office and of Corporation's officers will be appointed annually by the Bo^d and will remain in 3.02. The office until their successors have been appointed and qualified. An officer may be appointed to himself or herself succeed the same office. in Removal 3.03. Any officer elected or appointed by the Board may be removed by the Board or the City Council any time, with orwiiout good cause. at Vacancies 3.04. The Board may select a to fill a vacancy in any office for the unexpired portion of person the officer's term. President 3.05. The president is the Corporation's chief executive officer. He or she will supervise and control all of the Corporation's business and affairs and will preside at all meetings of the members and of the Board. The president may execute any deeds, mortgages, bonds, contracts, the other that the Board authorizes to be executed. or instruments president may not However, execute instruments on the Corporation's behalf if this power is expressly delegated to another the Corporation by the Board, these Bylaws, or statute. The president will of officer or agent all duties incident to the office of president. perform other duties prescribed by the Board and Vice President 3.06. When the president is absent, cannot act, or refuses to act, a vice president will perform the president's duties. When acting in the president's place, the vice president has all the powers of~ on—the president. A vice president will perform other duties and is subject, to all the restrictions as assigned by the president or Board.
7 Treasurer 3.07. treasurer will: The Have charge custody of—and be responsible for—all the Corporation's funds and (a) and securities. Receive receipts for moneys due and payable to the (b) from any Corporation and give source. companies, (c) in the Corporation's name in banks, trust all or other Deposit moneys as these Bylaws provide or as the Board or president directs. depositories Write checks and disburse fimds to (d) the Corporation's obligations, except that, discharge funds drawn from the Corporation or its accounts for amounts greater than may not be of of the $1,500.00 without signature the president or vice president in addition to that treasurer. Maintainthe Corporation's financial books and records. (e) Prepare financial reports at least (Q aimually. (g) Perform other duties as assigned by the president or the Board. If the Board requires, givea bond (h) faithfully discharging his or her duties in a sum and for wth a surety as determined by the Board. (i) Perform all the duties incident to the office of treasurer. of Chair of Budget Committee. Will serve as the the may assign any Treasurer to the staff or a hired agent of the Corporation upon 3.08. The duties of the Board. The Treasurer approval maintain a supervisor role regarding these duties if will assigned. Secretary 3.09. The Secretary will: (a) Give all notices as provided in the bylaws or as requiredby law. (b) Take minutes of the meetings of the members and the Board and keep the minutes as part of the corporate records. Maintain custody (c) the corporaterecords and seal. of Affix the corporate seal to all documents (d) as authorized. Board. (e) Performduties as assignedby the president or the (f) Perform all duties incident to the office of secretary. (g) Comply in all respects with the Texas Open Meetings Act and the Texas Public Information Act. 3.10. The Secretary may assign any duties to the staff or a hired agent of the Corporation upon approval of the Board. The Secretary will maintain a supervisor role regarding these duties if assigned.
8 ARTICLE 4 OF THE TRANSACTIONS CORPORATION Contracts approval ejqjenditure as provided in Section 6.02 of these Bylaws, the 4.01. Subjectto the of any the Corporation to enter into a contract or execute Board may authorize any officer or agent of of, the Corporation. This authority may behalf and deliver any instrument in the name of, and on be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments. Deposits' deposited to the credit of the 4.02. All the Corporation's funds will be in banks, trust Coloration companies, or other depositories that the Board selects. Gifts any accept, on the Corpomtion's behalf, may contribution, gift, bequest, or 4.03. The Board devise for the general purposes or for any special purpose the Corporation. of Prohibited Acts 4.04. As long as the Corporation exists, the Corporation and its Board and Officers shall comply in all respects with the Act, as amended, and shall not take any action that shall be inconsistent with the requirements of that Act. In addition, no Boardmemberor Officershall: (a) Do any act in violation of these Bylaws or a binding obligation of the Corporation. harming the Corporation or any of its operations. of (b) Do any act with the intention Do any act that would make it or unnecessarily difficult to carry on the (c) impossible Corporation's intended or ordinary business. (d) Receive an improper personal benefit from the operation the Corporation. of (e) Use the Corporation's assets, directly or indirectly, for any purpose other than carrying Corporation's business. on the of Corporation property. (Q transfer or dispose Wrongfully (g) Use the Corporation's name (or any substantially similar name) except on behalf of the Corporation in the ordmary course of its business. 5 ARTICLE BOOKS AND RECORDS Required Books and Records 5.01. The Corporation will keep coixect and complete books and records of account and shall maintain such books and records in a form which always allows xmrestricted access to all the
9 records of of Buda, as required by Texas Local Government Code § the Corporation by the City 501.073(b). The books and records include: (a) copy of all documents filed with the Texas Secretary of State relating to A file-endorsed including but not limited to the articles incorporation, and any articles Corporation, of the restated articles, articles of merger, articles of consolidation, of amendment, and of of registered office or registered agent change statement of all bylaws, including these Bylaws, and any amended versions or amendments A copy (b) them. to Minutes of the proceedings of the Board. (c) A list the names and addresses of the Dbectors and officers of the Corporation. (d) of A financial statement showing the Corporation's assets, liabilities, and net worth at the (e) of the three most recent fiscal years. end A financial statement showing the Corporation's income and expenses as required by (Q law. All rulings, letters, and other documents relating (g) federal, state, and to the Corporation's local tax status. (h) All information within the custody and control of the corporation without exception, including any such which is defined by the Texas Public Information Act, as information information subject to the Act. amended, as Copying Inspection and Public Information Act, as amended, and shall at 5.02. The Corporation is subject to the Texas of that law. tunes all comply with the requirement 6 ARTICLE MATTERS FISCAL Year Fiscal The fiscal year will begin on the first day of October and end on the last day 6.01. Corporation's September of in following year. each Badgets and Expenditure Approvals 6.02. At least ninety (90) days prior to the beginning of each fiscal year, the chief administrative employee of of Directors and to the City the Corporation must prepare and submit to the Board Manager a proposed budget for the Corporation for the upcoming fiscal year. The budget shall activities, include a budget message, explain any major changes of provide a plan for a program in fiscal policy and provide detail regardmg any notable changes from the current budget in expenditure and revenue items. It shall also show revenues and expenditures to date for the then current year. The budget shall contain such classifications and shall be in such form as may be prescribed fi:om time to time by the Buda City Council. At least sixty (60) days prior to the consideration the begirming each fiscal year, the Corporation must submit for City Council's of Corporation's budget The Corporation's budget and any amendments to the budget are not
10 effective until approved by the Buda City Council. Expenditures which are specifically identified with sufficient detail within the budget are considered approved by the City when Corporation's Corporation's budget is approved by the City Council. Expenditures not included in the the Buda must by present^ to and must be approved by the Buda City Council budget Corporation's be City Council Resolution prior to expenditure in compliance with Texas Local Government Code § 501.073(a). made by the Corporation shall comply with State law, the City's All expenditures Ordinances, the of Articles of Incorporation, and Home Rule Charter and Code Corporation's these Bylaws, and all expenditures shall be presented to and authorized by the Buda City Council. Reserves 6.03. The Corporation shall mamtain m its operating fund unencumbered cash reserves equivalent to three (3) months of Any long-term debt shall have at least a three (3) expenditures. reserve or such amount as be required by bond ordinance or instrument. month may cash reserves in excess of &e recommended amounts may be moved by action of Unencumbered of the Board fimd capital projects, the expenditures for which have been approved in Directors to of compliance with Section 6.02 these Bylaws. Upon approval by the City Council, funds may transferred firom also be Corporation's capital project fund to the Corporation's operating the flmd when the level of reserve of ibe operating fiind falls below minimum levels. Bonds and of Obligation Certificates of obligation, unless 6.04. The Corporation shall not take action to issue any bonds or certificates more than thirty (30) days to date the Buda City Council has approved such prior issuance of the the bonds or certificates of obligation. Corporation's action on the issuance of Investments Temporary and idle funds, which are not needed for 6.05. obligations of the immediate Corporation, may be invested in any legal marmer as provided in 2256 of the Texas Chapter Code, Government Public Funds Investment Act, as amended. the Audits 6.06. The Corporation shall undergo ^d maintain annual audited financial statements of all ftmds the Corporation. This audit shall be prepared by a competent independent audit firm as of soon as practical following the end of each fiscal year. The Corporation shall use the Auditor selected by the City of Buda to conduct its aimual audit to conduct the Corporation's annual audit aimually to the Buda City Council as soon as The Corporation's audit shall be submitted practical following the end of the Corporation's and City's fiscal year. The audit shall be presented to the Buda City Council for approval.
11 ARTICLE? NOTICES by Mail Telegram Notice or notice requiredor permitted by these Bylaws to be given to a Director or officer of the 7.01. Any If mailed, deemed a notice is transmission. may be given by mail or electronic Corporation delivered when deposited in the mail addressed to the person at his or her address as it appears on the with postage prepaid. If given by electronic transmission, it is deemed corporate records, transmitted. A person may change his or her address in the corporate given the day after it is change records by giving written notice of the secretary to the the Corporation. of of Nciice Signed Waiver 7.02. Whenever any notice is required by or under the articles of incorporation or these law a written waiver signed by the person entitled to receive such notice is Bylaws, the considered equivalent to giving the required notice. A waiver notice is effective whether signed before or of after the time stated in the notice being waived. Waiving Notice by Attendance 7.03. A person's attendance at a.meeting constitutes waiver of notice of the meeting unless the any business because the of objecting to the transaction of person attends for the express purpose meeting lawfiilly called or convened. was not 8 ARTICLE BYLAWS AMENDING amended by the Coiporation, provided that any such amendment is 8.01. These Bylaws may be state law and the certificate consistent of formation and is ^proved by Coiporation's Resolution the Buda City Council. of ARTICLE 9 MISCELLANEOUS PROVISIONS Legal Authorities Construction of Bylaws Governing construed 9.01. These Bylaws will be under Texas law and specifically under the Act. generally All references in these Bylaws to statutes, regulations, or other sources of legal authority will refer to the authorities cited, or their successors, as they may be amended firom time to time. Legal Construction 9.02. To the greatest extend possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. If any bylaw provision is held invalid, illegal, or 10
12 unenforceable in respect, the invalidity, illegality, or unenforceability will not ^ect any any included provision, bylaws will be construed as if they had not the the invalid, illegal other and unenforceable provision. or Headings The headings used in the bylaws are for convenience and may not be considered in 9.03. the construing bylaws. Number words All include the plural, and all plural words include the singular. 9.04. singular Seal of Directors 9.05. The Board provide for a corporate seal. Such a seal would consist of two may concentric containing the words circles Corporation", "Texas", in one circle "City of Buda 4B and the word "Incorporated" together with the date of incorporation in the other circle. CERTIFICATE OF OF CORPORATION AND OF CITY CLERK SECRETARY certify Corporation elected and acting secretary of City of Buda 4B I and that that I am the duly meeting Bylaws considered and duly approved at a these of the Board of Directors held on were ,2019. Dated: , 2019 Secretary of the Corporation I certify that I am the duly appointed city clerk of the City of Buda and that these Bylaws constitute the Corporation's Bylaws. These Bylaws were considered and duly approved by Resolution #2019-R-O^ at a meeting of the City Coimcil held on c^Ld^ 2019, as provided by Texas Local Government Code § 501.064. Dated: ^^^6rrlh , 2019 Raw>: r . (city Clerk 11
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