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Item 8A CITY OF Item 8A S UTHL KE MEMORANDUM October 14, 2015 To: Shana Yelverton, City Manager From: Ben Thatcher, Assistant City Manager Subject: Item 8A: Resolution No. 15-044, Approving the Certificate of Formation and Bylaws for the Community Enhancement and Development Corporation. Action Requested: Approval of Resolution No. 15-044. Background Information: The purpose of this resolution is to create a Type A Economic Development Corporation, to be known as the Community Enhancement and Development Corporation (CEDC), with the aim to promote economic development and new and expanded business enterprises as well as fund the construction and operation of The Marq Southlake. In May of 2015 the voters of the City of Southlake approved a sales tax to be collected for the benefit of a Type A economic development corporation. This resolution will complete the necessary steps required by state law to create the CEDC. The new board for this corporation will be made up of seven directors appointed by City Council who are residents of the City of Southlake. The proposed bylaws very much mirror those of the City's Type B Economic Development Corporation (SPDC). In approving the Certificate of Formation it is necessary for the City Council to make the initial board appointments. Financial Consideration: With the creation of the CEDC and its accompanying 3/8¢ sales tax, anticipated revenue for FY2016 will be around $5million. The newly appointed Board of Directors will be making recommendations to City Council on how to expend that revenue in relationship to building and operating The Marq Southlake as well as implementing the 1 Item 8A recommendations of the Economic Development Master Plan. Strategic Link: The proposed resolution aligns with the City Strategy Map under the Focus Areas "Quality Development" and "Partnerships and Volunteerism" as well as the Corporate Objectives "C3 Provide attractive & unique spaces for the enjoyment of personal interests", "C4 Attract & keep top-tier businesses to drive a dynamic & sustainable economic environment" and "C5 Promote opportunities for partnerships and volunteer involvement." Citizen Input/ Board Review: N/A. Once board appointments have been made the new CEDC Board will approve the bylaws. Legal Review: The proposed resolution, Certificate of Formation, and Bylaws have been reviewed by the City Attorney's Office. Alternatives: 1. Take no action at this time and delay the appointment of the Board of Directors. 2. Make amendments to the proposed bylaws. Supporting Documents: Resolution No. 15-044 Certificate of Formation — Exhibit A Corporation Bylaws - Exhibit B Staff Recommendation: Council approval of the proposed resolution. 2 Item 8A RESOLUTION NO. 15-044 A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS, APPROVING THE CERTIFICATE OF FORMATION FOR THE SOUTHLAKE COMMUNITY ENHANCEMENT AND DEVELOPMENT CORPORATION; MAKING CERTAIN FINDINGS; APPROVING BYLAWS; AND PROVIDNG AN EFFECTIVE DATE. WHEREAS, the City of Southlake is a home rule city acting under its charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Texas Local Government Code; and WHEREAS, in May of 2015 the voters of the City of Southlake approved a sales tax to be collected for the benefit of a Type A economic development corporation to fund the development of a community entertainment and recreational center and other economic development purposes; and WHEREAS, the Southlake City Council now desires to create the Southlake Community Enhancement and Development Corporation, a Type A corporation pursuant to the Development Corporation Act, as amended, Title 12, Subtitle C-1 of the Texas Local Government Code (the "Act") NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, THAT: SECTION 1. FINDINGS The City Council of the City of Southlake hereby finds and determines that the creation of the Southlake Community Enhancement and Development Corporation, a Type A corporation governed by Section 504 of the Act is advisable and desirable for the citizens of Southlake. SECTION 2. APPROVAL OF CERTIFICATE OF FORMATION The Certificate of Formation for the Southlake Community Enhancement and Development Corporation, which is attached herewith as Exhibit "A" and incorporated herein for all purposes, is hereby approved. SECTION 3. PURPOSE OF CORPORATION The Southlake Community Enhancement and Development Corporation is hereby specifically authorized to act on behalf of the City of Southlake to further the public 3 Item 8A purpose of promoting economic development and new and expanded business enterprises and funding a community entertainment and recreational center. SECTION 4. BYLAWS The Bylaws for the Southlake Community Enhancement and Development Corporation, which is attached herewith as Exhibit "B" and incorporated herein for all purposes, is hereby approved. SECTION 5. EFFECTIVE DATE This Resolution shall become effective from and after its passage. PASSED AND APPROVED this 20th day of October, 2015 Laura Hill, Mayor ATTEST: Lorie Payne, TRMC City Secretary 4 Item 8A "EXHIBIT All CERTIFICATE OF FORMATION SOUTHLAKE COMMUNITY ENHANCEMENT AND DEVELOPMENT CORPORATION ARTICLE 1. NAME The name of the corporation is SOUTHLAKE COMMUNITY ENHANCEMENT AND DEVELOPMENT CORPORATION. The entity is organized under the Development Corporation Act of 1979, as amended, Title 12, Subtitle Cl of the Texas Local Government Code (the"Act"). ARTICLE 2. AUTHORIZATION The Corporation is a nonprofit corporation and is governed by Chapter 504 of the Texas Local Government Code. ARTICLE 3. DURATION The duration of the Corporation is perpetual. ARTICLE 4. PURPOSE, POWERS,AND LIMITATIONS (a) The purpose of the Corporation is to promote economic development within the City of Southlake, Texas (the "City") and the State of Texas in order to eliminate unemployment and underemployment and to promote and encourage employment and the public welfare of the City by developing, implementing, providing and financing projects as defined in the Act. Projects may additionally include a community entertainment and recreational center. and land, buildings or improvements that provide new or expanded business enterprises that create or retain primary jobs as authorized by Section 505.155 of the Act. (b) In the fulfillment of its corporate purpose, the Corporation shall have the power to provide financing to pay the costs of projects through the issuance or execution of bonds, notes and other forms of debt instruments, and to acquire, maintain, lease and sell property and interests of property on behalf of and for the benefit of the City to accomplish its public purposes under the Act and within the meaning of the Internal Revenue Code of 1986, as amended, and any applicable federal income tax regulations promulgated thereunder. 5 Item 8A (c) In fulfillment of its corporate purpose, the Corporation shall have all of the powers granted by this Certificate of Formation, the Act and any other applicable law of the State of Texas. (d) The Corporation shall not exercise the powers of sovereignty of the City, including the power to levy taxes, except for the power to receive and use the sales and use taxes specified in the Act, and except for the power of eminent domain when authorized by the City Council of the City. However, the Corporation shall be deemed a governmental unit and its functions governmental for purposes of the Texas Tort Claims Act, Chapter 101, Texas Civil Practice and Remedies Code. (e) No bonds may be issued by the Corporation and no project may be financed with bond proceeds or other revenue of the Corporation unless the bonds or projects are first approved by the City Council. (f) No bonds, notes or other debt instruments or obligations, contracts or agreements of the Corporation shall be deemed to be or constitute the contracts, agreements, bonds, notes or other debt instruments or the lending of credit or grant of public money or thing of value of, belonging to, or by the State of Texas, the City or any other governmental entity or a pledge of the faith and credit of any of them. Any and all such obligations shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by the Act and any other lawfully available source. ARTICLE 5. MEMBERS The nonprofit corporation has no members and is a nonstock corporation. ARTICLE 6. REGISTERED AGENT The initial registered agent is an individual resident of the state whose name is Shana Yelverton, City Manager. The business office address and registered office address of the registered agent is Southlake City Hall, 1400 Main Street, Suite 460, Southlake, Texas 76092. ARTICLE 7. CONTRACTS & EXPENDITURES All contracts of the Corporation must be approved by the City Council of the City before the contract is executed by the officers of the Corporation, provided, the City Council may authorize the execution of routine administrative contracts in conjunction with the approval of the budget. After the contract is approved by the City Council, expenditures made in accordance with the terms of that contact do not require additional 6 Item 8A City Council approval. Other expenditures of the Corporation require City Council approval before the expenditure is made. All programs and projects of the Corporation shall be subject to approval of the City Council. The City shall annually audit any financial statements and at all times shall have access to the books and records of the Corporation. ARTICLE 8. BOARD OF DIRECTORS (a) The affairs of the Corporation shall be managed by a board of directors which shall be composed of seven (7)persons appointed by the City Council for two-year terms of office. Places 1, 3, 5, and 7 shall be appointed in odd-numbered years and Places 2, 4 and 6 shall be appointed in even-numbered years. Terms begin October 1 of each year. (b) A majority of the entire membership of the board, including any vacancies, is a quorum. Each director shall be eligible for reappointment. Directors may be removed by the City Council at any time without cause. (c) The number, names, and addresses of the initial directors and the dates of expiration of their initial terms are as follows: Director l: 1400 Main Street Southlake, TX 76092 Term Expires: September 30, 2017 Director 2: 1400 Main Street Southlake, TX 76092 Term Expires: September 30, 2018 Director 3: 1400 Main Street Southlake, TX 76092 Term Expires: September 30, 2017 Director 4: 1400 Main Street Southlake, TX 76092 Term Expires: September 30, 2018 Director 5: 1400 Main Street Southlake, TX 76092 Term Expires: September 30, 2017 Director 6: 1400 Main Street 7 Item 8A Southlake, TX 76092 Term Expires: September 30, 2018 Director 7: 1400 Main Street Southlake, TX 76092 Term Expires: September 30, 2017 ARTICLE 9. AMENDMENTS This Certificate of Formation may be amended in either one of the methods prescribed in this Article. (a) Pursuant to the powers of the City contained Act, the City Council, by resolution, may amend this Certificate of Formation by filing amendments hereto with the Secretary of State as provided by the Act. (b) The board of directors of the Corporation may file a written application with the City Council requesting approval of proposed amendments to this Certificate of Formation, specifying in such application the proposed amendments. If the City Council, by appropriate resolution, finds and determines that it is advisable that the proposed amendments be made, authorizes the same to be made, and approves the form of the proposed amendments, the board of directors of the Corporation may proceed to amend this Certificate of Formation in the manner provided by the Act. (c) The board of directors of the Corporation shall not have the power to amend this Certificate of Formation except in accordance with the procedures established in paragraph (b) of this Article. ARTICLE 10. DISSOLUTION (a) The City Council may, in its sole discretion, and at any time, alter or change the structure, organization, programs or activities or the Corporation, and it may terminate or dissolve the Corporation, subject to the provisions of paragraphs (b) and (c) of this Article. (b) The Corporation shall not be dissolved, and its business shall not be terminated, by act of the City Council or otherwise, so long as the Corporation shall be obligated to pay any bonds, notes, or other obligations and unless the collection of the sales and use tax authorized by the Act is eligible for termination in accordance with the provisions of the Act. (c) No action shall be taken by the City Council to dissolve the Corporation if such action would impair any contract, lease, right or other obligation theretofore executed, granted or incurred by the Corporation. 8 Item 8A ARTICLE 11. ORGANIZER The name and address of the organizer is: Ben Thatcher, Assistant City Manager, Southlake City Hall, 1400 Main Street, Suite 460, Southlake, Texas 76092. ARTICLE 12. EFFECTIVE DATE This document becomes effective when the document is filed by the secretary of state. ARTICLE 13. CITY COUNCIL APPROVAL The City of Southlake has: (1) by resolution specifically authorized the Corporation to act on the City's behalf to further the public purpose stated in the resolution and the Certificate of Formation; and(2) approved the certificate of formation. The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument. Date: Ben Thatcher, Organizer 9 Item 8A "EXHIBIT B" BYLAWS OF SOUTHLAKE COMMUNITY ENHANCEMENT AND DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose. The Corporation is incorporated for the purposes set forth in its Certificate of Formation, the same to be accomplished on behalf of the City of Southlake, Texas ("City") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act, as amended, Title 12, Subtitle Cl of the Texas Local Government Code ("Code"), and other applicable laws. Section 1.2 Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by the Act and shall have all of the powers set forth and conferred in its Certificate of Formation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 2.1 Powers of Board. The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") under the guidance and direction of the Southlake City Council and, subject to the restrictions imposed by law, by the Certificate of Formation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. Section 2.2 Number. The Board shall consist of seven (7) directors, each of whom shall be appointed by the City Council (the "City Council") of the City. All seven (7) directors shall be residents of the City. Section 2.3 Term of Office. The directors appointed by the City Council shall be appointed for two-year terms of office and shall be eligible for reappointment at the end of each successive term. Places 1, 3, 5 and 7 shall be appointed in odd-numbered years and Places 2, 4 and 6 shall be appointed in even-numbered years. Each member of the Board shall serve until a successor is appointed as hereinafter provided. Section 2.4 Initial Board. The directors constituting the first Board shall be those directors named in the Certificate of Formation. Section 2.5 Removal and Vacancy. Any director may be removed from office by the City Council at will. In case of a vacancy on the Board for any reason, the City Council shall appoint a successor to serve the remainder of the unexpired term. Section 2.6 Meetings of Directors. Regular meetings shall be held from time to time as determined by resolution of the Board or the City Council. 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 the principal office of the Corporation as specified in Article IV 10 Item 8A of these Bylaws. Section 2.7 Notice of Meetings to Board Members. Regular meeting of the Board shall be held without the necessity of notice to directors. Special meetings of the Board shall be held whenever called by the president, by the secretary, by three directors, by the Mayor of the City, or by a majority of the City Council. Except in the case of an emergency, special meetings require three (3) days notice to each director, either personally or by mail or electronic mail if the director has provided the City with a current electronic mailing address. Mailed notice shall be deemed to be sufficient if given by depositing the same in a post office box with 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 Corporation, and such notice shall be deemed to have been given on the day of such mailing. Section 2.8 Waiver of Notice. Attendance of a director at a meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board need be specified in the notice to directors or waiver of notice of such meeting, unless required by the Board. 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 2.9 Texas Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public in accordance with the Texas Open Meetings Act, Chapter 551, Texas Government Code, as amended. Section 2.10 Quorum. A majority of the entire membership of the board, including vacancies, shall constitute a quorum for the conduct of the official business of the Corporation. The action of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the action of the Board and of the Corporation, unless the action of a greater number is required by law. Section 2.11 Conduct of Business. 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. The president shall be a voting member of the Board. 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. 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 2.12 Compensation of Directors. Directors shall not receive any salary or compensation for their services. However, they shall be reimbursed for their actual expenses incurred in the performance of their duties thereunder, including but not limited to the cost of travel, lodging and incidental expenses reasonably related to the corporate duties of the Board. Travel expenses incurred by directors for both regular and special meetings are not eligible for reimbursement. Section 2.13 Committees of the Board. The Board may designate two (2) or more directors to constitute an official committee of the Board to exercise such authority, 11 Item 8A as approved by resolution of the Board. 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. ARTICLE III OFFICERS Section 3.1 Officers and Terms Established. The officers of the Corporation shall be a president, a 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. Officers shall be elected for terms of one (1) year with the right of an officer to be reelected for successive terms. Section 3.2 Removal. All officers shall be subject to removal from office at any time by a vote of a majority of the entire Board. Section 3.3 Vacancy. A vacancy in the office or any officer shall be filled by a vote of a majority of the directors. Section 3.4 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, 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, after approval by the Board. Section 3.5 Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 3.6 Treasurer. The treasurer need not be a Board member and 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, 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 Director of Finance of the City of Southlake shall serve as the treasurer 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 City Council may require. Section 3.7 Secretary. A City employee may be appointed to carry out the administrative duties of the 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, 12 Item 8A notes and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and 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 3.8 Executive Director. The city manager of the City of Southlake will serve as the executive director of the Corporation to provide administrative support services for the corporation, and perform duties as prescribed by Board and City Council. Section 3.9 Qualifications. The president, vice president, and the secretary shall be named from among the members of the Board. The treasurer and any assistant secretaries may, at the option of the Board, be persons other than members of the Board, or they may be employees of the City. Section 3.10 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 official duties as officers. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1 Southlake Community Enhancement and Development Corporation Plan. (a) It shall be the duty and obligation of the Board to finance and implement the Southlake Community Enhancement and Development Corporation Plan subject to approval or disapproval by City Council. (b) In carrying out its obligations under subsection (a), the Corporation shall be authorized to exercise all rights and powers granted under the Act. (c) The Board shall periodically submit reports to the City Council as to the status of its activities in carrying out its obligations under this Section. (d) Any and all agreements between the Corporation and other parties shall be authorized, executed, approved, and delivered in accordance with applicable law, and approved by the City Council. Section 4.2 Annual Corporate Budget. In conjunction with the adoption of the City budget, 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 City Council. The budget shall not be effective until the same has been approved by the City Council. Section 4.3 Books, Records, and Audits. (a) The Corporation shall keep and properly maintain, generally accepted accounting principles, complete books, records, accounts, and financial statements 13 Item 8A pertaining to its corporate funds, activities, and affairs. The City shall at all times have access to the books and records of the Corporation. (b) At the direction of the City Council, 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. (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 and approved by the City Council. Such audit shall be at the expense of the Corporation. Section 4.4 Deposit and Investment of Corporation Funds. (a) All proceeds from loans or 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 execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the corporation, if any, 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, with City Council approval, 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 designates. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Department of Finance of the City. Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected pursuant to Section 4B of the Act and 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 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 purpose of financing or otherwise providing one or more "Projects," as defined in the Certificate of Formation; and (ii) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 4.2 or in contracts meeting the requirements of Section 4.1(d) of this Article. Section 4.6 Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City 14 Item 8A Council approves such Obligations by action taken prior to the date of sale of the obligations. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1 Principal Office. The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Certificate of Formation. Section 5.2 Registered Agent. The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Act. Section 5.3 Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.6 Seal. The seal of the Corporation is authorized, but shall not be required. Section 5.7 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 5.8 Approval or Advice and Consent of the City 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 City Council. Section 5.9 Indemnification of Directors, Officers and Employees. As provided in the Act and in the Certificate of Formation, 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. The Corporation shall indemnify each and every member of the Board, its officers, and its employees, and each member of the City 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. ARTICLE VI EFFECTIVE DATE,AMENDMENTS Section 6.1 Effective Date. These Bylaws shall become effective upon the occurrence of the following events: (a) the approval of these Bylaws by the City Council; and (b) the adoption of these Bylaws by the Board. Section 6.2 Amendments to Certificate of Formation and Bylaws. The 15 Item 8A Certificate of Formation of the Corporation and these Bylaws may be amended only in the manner provided in the Certificate of Formation and the Act. CERTIFICATION I hereby certify that the foregoing Bylaws are the true and correct Bylaws of the Corporation as adopted by the Southlake Type A Community Enhancement and Development Corporation on the day of , 2015. Lori Payne, City Secretary 16