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Res 063-2021 Amend WFEDC Bylaws 06/01/2021 Resolution No. 63-2021 Resolution approving an amendment to the bylaws for the Wichita Falls Economic Development Corporation BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: The City Council hereby approves an amendment to the bylaws for the Wichita Falls Economic Development Corporation (attached), which were adopted and approved on November 3, 2020, by Resolution 103-2020. Said amendment shall correct a typographical error in Article IV, Section 2, to reflect a period of "thirty (30) days." PASSED AND APPROVED this 1st day of June, 2021. 04— el A Y OR ATTEST: City Clerk BYLAWS OF THE WICHITA FALLS ECONOMIC DEVELOPMENT CORPORATION These Bylaws (referred to as the "Bylaws") govern the affairs of the Wichita Falls Economic Development Corporation, a public instrumentality and a non-profit corporation (hereinafter referred to as the "Corporation") governed by the Development Corporation Act (hereinafter referred to as the "Act"). ARTICLE I. PURPOSE AND POWERS Section 1. Purpose. The Corporation exists to promote economic development in Wichita Falls, on behalf of the City of Wichita Falls (the City"). Section 2. Powers. The Corporation is established as a Type A corporation as defined in and governed by the Act and shall have all of the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law. ARTICLE II. BOARD OF DIRECTORS Section 1. Powers, Number and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") and, subject to the restrictions imposed by law, by the Articles of Incorporation, and by these bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of five (5) directors, appointed by the City Council (the "Council"). Each member of the Board shall serve at the pleasure of the Council for a term of three (3) years. Place 1 shall be appointed in a year by itself, places 2 and 3 shall be appointed in the subsequent year, and then places 4 and 5 shall be appointed in the year subsequent to places 2 and 3. The cycle then repeats the following year starting again with place 1. Terms shall begin on October 1 of each year. In case of a vacancy on the Board, the Council shall appoint a successor to serve the remainder of the unexpired term. Board members shall continue to serve until resignation, removal, or their successor is appointed. (c) These terms are renewable by the City Council. (d) Board members will be selected based on interest in the work of the Corporation, special expertise, and civic service. Special expertise includes, but is not limited to, business skills in finance, accounting, law, personal credibility, business accomplishments and interpersonal skills. (e) Any director may be removed from office by the Council at will. Section 2. Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at 1300 7th Street, Wichita Falls, Texas. All regular meetings shall be held within the city limits. Board members shall be expected to regularly attend all Board meetings. Special consideration can be granted for absences for good cause. The Council shall be advised of and may remove any Board member who is absent from three consecutive regular or special meetings. Section 3. Notice of Meetings. (a) Regular meetings of the Board shall be held at such times and places as shall be designated from time to time by the Board, but not fewer than four (4) per year. Special meetings of the Board shall be held whenever called by the president or by written request of two or more board members. (b) The Secretary shall cause notice of the time and place of holding each meeting of the Board to be given to each Director. The notice must be in writing either by mail or email and may additionally be made in person or by telephone. Notice of each meeting shall also be given to the public in accordance with the provisions of the Texas Open Meetings Act, Chapter 551, Government Code, as amended. Section 4. Quorum. Three voting members shall constitute a quorum for the conduct of the official business of the Corporation. No action can be approved without the affirmative vote of at least three members. A Board member may not vote by proxy. Section 5. Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside, and, in the absence of the president, the vice president shall exercise the powers of the president. (c) 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. Section 6. Committees of the Board. The Board may designate two or more directors to constitute an official committee of the Board to exercise such authority of the Board as may be specified in the resolution. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. Section 7. Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE III. OFFICERS Section 1. Titles and Term of Office. (a) The officers of the Corporation shall be a president, vice president, a secretary, and a treasurer, and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except that the president shall not hold the office of secretary or treasurer. Terms of office shall be one (1) year with the right of an officer to be reelected. (b) All officers shall be subject to removal from office at any time by a vote of a majority of the entire Board. (c) A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. Section 2. Powers and Duties of the President. The president shall be the chief executive officer of the Corporation and, subject to the paramount authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, shall preside at all meetings of the Board, and may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. Section 3. Powers and Duties of the Vice President. In the absence of the president, or in the event of the president's inability or refusal to act, the vice president will perform the duties of the president, and when so acting, will have all the powers of and be subject to all the restrictions of the president. The vice president will perform such other duties as from time to time may be assigned by the president or the Board of Directors. Section 4. Treasurer. The Treasurer shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these Bylaws. When necessary or proper, the Treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes and other obligations in or drawn upon such bank or banks or depositories as shall be designated by the Board consistent with these Bylaws. The Treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The Treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his duties in such form and amount as the Board or the Council may require. Section 5. Secretary. The Secretary shall keep the minutes of all meetings of the Board in books provided for that purpose, shall give and serve all notices, may sign with the President in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the papers as the Board may direct, all of which shall at all reasonable times be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of Secretary subject to the control of the Board. Section 6. Appointment of Officers. The president, vice president, secretary and treasurer shall be named from among the members of the Board. Section 7. Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Other officers may be compensated as directed by the Board. ARTICLE IV. FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. General Development Plan. (a) The Board shall research, develop, prepare, and submit to the Council for its approval, an annual work plan, which shall set out goals and objectives of the Corporation, including but not limited to, short-term and long-term goals for the economic development of the City, including business recruitment, attraction, and retention. (b) The Board shall conduct an annual performance evaluation detailing the Corporation's achievement of its prior goals and objectives, as well as review and update the annual work plan each year prior to submission of the annual budget required by other provisions of these Bylaws. Section 2. Annual Corporate Budget. At least thirty (30) days prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the Council. The budget shall not be effective until the same has been approved by the Council. Section 3. Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities and affairs. (b) At the request of the Board, the Council may direct that the books, records, accounts and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff and personnel of the City. In such event, the Corporation shall pay to the City reasonable compensation for such services. (c) The Corporation, or the City if the option described in subsection (b) is selected, shall cause its books, records, accounts and financial statements to be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the Corporation. Such audit shall be at the expense of the Corporation. (d) All books, records, accounts, and financial statements shall be kept and administered in accordance with the Texas Public Information Act, Chapter 552, Texas Government Code. Section 4. Quarterly Reports. The Corporation or contracted staff shall prepare a quarterly progress report, detailing the projects and work accomplished during the previous quarter. This report shall be submitted to the Board and City Council by the 15th day of the month following the end of each quarter. Section 5. State Comptroller Report. The contracted staff, with notice to the Treasurer, shall submit to the State Comptroller's Office a report in the form required by the Comptroller by the date required by the Com ptroller. Section 6. Deposit and Investment of Corporate Funds. (a) All proceeds from the issuance of bonds, notes or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture or other documents authorizing or relating to their issuance. (b) All other monies of the Corporation shall be deposited, secured and/or invested in the manner provided for the deposit, security and/or investment of the public funds of the City. The Board shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its treasurer and such other persons as the Board shall designate. The accounts, reconciliation and investment of such funds and accounts may be performed by the Finance Department of the City. The Corporation shall pay reasonable compensation for such services to the City. Section 7. Expenditures of Corporate Money. (a) The monies of the Corporation, including sales and use taxes collected pursuant to Section 4A of the Act, monies derived from the repayment of loans, rents received from the least or use of property, the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (i) Expenditures from the proceeds of Obligations shall be identified and described in the orders, resolutions, indentures or other agreements submitted to and approved by the Council prior to the sale and delivery of the Obligations to the purchaser thereof required by Section 6 of this Article; (ii) Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations, may be used for the purposes of financing or otherwise providing one or more "Projects," as defined in the Act. The specific expenditures shall be described in a resolution or order of the Board and shall be made only after the approval thereof by the Council. (iii) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 2 of this Article. Section 8. Issuance of Obligations. No Obligations, including refunding obligations, shall be sold, and delivered by the Corporation unless the Council shall approve such Obligations by action taken no more than sixty (60) days prior to the date of sale of the Obligations. ARTICLE V. MISCELLANEOUS PROVISIONS Section 1. Principal Office. (a) The principal office of the Corporation shall be located at 1300 7th Street, Wichita Falls, Texas. (b) The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Act. Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 3. 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 president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 4. Approval or Advice and Consent of the Council. To the extent that these Bylaws refer to any approval by the City or refer to advice and consent by the Council, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the Council. Section 5. Services of City Staff and Officers. Subject to the paramount authority of the City Manager under the Charter of the City, the Corporation shall have the right to utilize the services of the City Attorney, the City Clerk, and the staff and employees of the Finance Department of the City, provided (i) that the Corporation shall pay reasonable compensation to the City for such services, and (ii) the performance of such services does not materially interfere with the other duties of such personnel of the City. Section 6. Indemnification of Directors, Officers and Employees. (a) As provided in the Act and in the Articles of Incorporation, the Corporation is, for the purposes of the Texas Tort Claims Act, Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code, a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its officers and its employees, and each member of the Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys' fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. The Corporation may also purchase and maintain insurance on behalf of any Board member or employee. Copies of all insurance and bond policies will be filed with the City Clerk. Section 7. Robert's Rules of Order. The rules and procedures as stated in Robert's Rules of Order or specified rules adopted by the Council or Board shall govern the proceedings of the Board or its committees unless in conflict with State law. Section 8. Conflicts of Interest. Should any member of the Board have a conflict of interest pursuant to any State laws or municipal ordinances regulating conflict of interest of municipal or government officers, with an item then before the Board, he will openly declare same before discussion proceeds, and he will be prohibited from discussing the item or voting on the question if such is required by State law. Said member of the Board will also file the appropriate conflict of interest paperwork prior to said meeting with the City Clerk as required by State law. No member of the Board shall enter into a written contract with the Wichita Falls Economic Development Corporation where the Board member will receive a financial benefit, nor will the Board enter into a written contract with a company owned wholly, or in part, by a member of the Board or that employs a member of the Board. Section 9. Nepotism. No person related within the second degree by affinity, or the third degree by consanguinity to any member of the Board or any officer of the Corporation shall be appointed to any paid office, position, clerkship, or other position of service to the Corporation. Section 10. Legal Construction. If any Bylaw provision is held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision, and the Bylaws shall be construed as if the invalid, illegal or unenforceable provision had not been included in the Bylaws. ARTICLE VI. EFFECTIVE DATE, AMENDMENTS Section 1. Effective Date. These Bylaws shall become effective upon the occurrence of the following events: (1) the approval of these Bylaws by the Council; and, (2) the adoption of these Bylaws by the Board. Section 2. Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation may be amended only in the manner provided in the Articles of Incorporation and the Act. The Bylaws may be amended, altered, or repealed by an affirmative vote of three Board members, but such amendment, alteration or repeal shall not be effective until approved by Council. Section 3. Dissolution of the Corporation. The Corporation is a non-profit corporation. Upon dissolution, all the Corporation's assets shall be distributed to the City of Wichita Falls in accordance with the procedures outlined in The Act. Section 4. Interpretation of Bylaws. These Bylaws shall be liberally construed to effectuate their purposes. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstances, 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 part of these Bylaws to any other person or circumstance shall not be affected thereby. APPROVED AND ADOPTED by the City Council of the City of Wichita Falls, Texas, by passage of Resolution No. , on the 3rd day of November, 2020. M A Y 0 R Attest: City Clerk ADOPTED by the Board of Directors on the day of , 2020.