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
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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.
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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
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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
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"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.
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(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
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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
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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.
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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
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"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
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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,
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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,
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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
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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
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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
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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
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