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Item 9ACity of Southlake, Texas MEMORANDUM August 11, 2003 TO: Billy Campbell, City Manager FROM: John Eaglen, Assistant to the City Manager (481 -1433) SUBJECT: Resolution No. 03 -062, authorize the Board of Directors to revise the Bylaws of Tax Increment Reinvestment Zone Number One, City of Southlake, Texas, Article II, Section 3: Regular Meetings; and Article II, Section 6: Conduct of Business Action Requested: City Council consideration of Resolution No. 03 -062, authorizing the Board of Directors to revise the Bylaws of Tax Increment Reinvestment Zone Number One, City of Southlake, Texas ( " Bylaws "), Article II, Section 3: Regular Meetings; and Article II, Section 6: Conduct of Business. Background Information: The City Council adopted the Bylaws on February 15, 2000. The Bylaws serve to assist the City Council in the management and control of the property and affairs of the Zone. Furthermore, the Bylaws also provide guidelines for the Board of Directors. The process to amend the Bylaws follows the action steps listed below: 1. The TIRZ Board of Directors must file a written application requesting that the City Council approve such amendment(s) to the Bylaws specifying in such application the amendment or amendments proposed to be made, and explanation for the amendment; 2. The City Council, by resolution, authorizes the proposed amendment(s) in content and form; 3. The Board of Directors approves the proposed amendment(s) to the B >> lays Explanation for proposed Bylaw amendments: ■ Article H. Board of Directors: Section 3: Regular Meetings — There are two points to this proposed amendment. One is amending the requirements for designating a regular meeting schedule by the standard of a minute order versus passing by resolution. The second proposal inserts verbiage into Section 3 that is present in Section 4: Billy Campbell, City Manager August 11, 2003 Page 2 of 11 Special or Emergency Meetings. This establishes a consistent and standard notification practice for all meetings. ■ Article H. Board of Directors; Section 6: Conduct of Business This proposed amendment would make the City Secretary of the City of Southlake the Board of Directors Secretary. Article III: Officers, Section 4: Powers and Duties of the Secretary stipulates the following duties: "The Secretary shall keep the minutes of all meetings of the Board in books provided for the purpose, shall have charge of such books, records, documents, and instruments as the Board may direct, all of which shall at reasonable time be open to inspection, and shall in general perform all duties incident to the office of the Secretary subject to control of the City Council and the Board. " Section 4.20 of the City Charter stipulates the following: "The Council shall appoint a City Secretary who shall report to the Council and act as the Secretary to the Council and shall hold office at the pleasure of the Council. The City Secretary shall be entitled to a seat at the Council table at all official meetings." As all members of the City Council serve on the Board of Directors, and as functions of the City Secretary mirror the functions specified in the Bylaws the Board of Directors expressed a desire to recommend this amendment to the City Council at their January 21, 2003 meeting. Financial Considerations: Not Applicable. Legal Review: Legal review of these proposals occurred the first time that this item was considered in August 2002. Citizen Input/ Board Review: This is an item the August 19, 2003 TIRZ Board of Directors meeting agenda to approve a request to revise the Bylaws Alternatives: Alternatives include the following items: ■ Input towards the discussion as desired; ■ Authorization to revise the TIRZ Bylaws at a desired scope. Billy Campbell, City Manager August 11, 2003 Page 3 of 11 Supporting Documents Supporting documents include the following items: ■ Copy of Resolution No. 03 -062; ■ Copy of redline / strikethrough version of the Bylaws highlighting proposed revisions; Staff Recommendation: Place as an item on the August 19, 2003 City Council meeting agenda to approve Resolution No. 03 -062, authorizing the Board of Directors to revise the Bylaws of Tax Increment Reinvestment Zone Number One, City of Southlake, Texas Article II, Section 3: Regular Meetings; and Article II, Section 6: Conduct of Business. RESOLUTION NO. 03 -062 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, TO AUTHORIZE THE BOARD OF DIRECTORS TO REVISE THE BYLAWS OF THE TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, CITY OF SOUTHLAKE, TEXAS, PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Southlake, Texas, after public hearing created Tax Increment Reinvestment Zone Number One, City of Southlake, Texas, as set forth in Ordinance No. 682, dated September 23, 1997 and 682 -A, dated, December 2, 1997; and WHEREAS, a Board of Directors was established by the City of Southlake Ordinance No. 682, adopted September 23, 1997, to administer the Zone; and, WHEREAS, the Board of Directors of the Tax Increment Reinvestment Zone Number One functions in an advisory or study capacity with respect to the Zone and shall exercise only those powers, advisory in nature, which are either granted to the board pursuant to the Act or delegated to the Board by the City Council; and, WHEREAS, the property and affairs of the Zone shall be managed and controlled by the City Council of the City of Southlake, Texas, subject to the restrictions imposed by law, the ordinance creating the Zone, and the Bylaws; and, WHEREAS, the City Council adopted these Bylaws on January 13, 2000; and, WHEREAS, the Bylaws provide that amendments may occur by majority vote of the Board of Directors, provided that the Board of Directors files with the City Council a written application requesting that the City Council approve such amendment to the Bylaws, specifying in such application the amendment or amendments proposed to be made, and an explanation for this amendment; and, WHEREAS, the Board of Directors approved a request to amend the Bylaws of Tax Increment Reinvestment Zone Number One, City of Southlake, Texas at their August 19, 2003 meeting; and, WHEREAS, the City Council agrees with the Board of Directors to establish these revisions to the Bylaws to provide systematic and consistent guidance in the administration of the affairs of the Zone; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, THAT: Section l: The City of Southlake hereby grants authorization, in accordance with the Bylaws of Tax Increment Reinvestment Zone Number One, City of Southlake, Texas, for the Board of Resolution No. 03 -062 August 19, 2003 Page 1 of 2 Directors of the Zone to revise the Bylaws as referenced in Exhibit "A" and which is incorporated by reference herein. Section 2: This resolution shall become effective after its passage and adoption by the City Council. PASSED AND APPROVED THIS DAY OF , 2003. Andy Wambsganss, Mayor Lori A. Farwell, City Secretary City of Southlake, Texas Bylaws of Tax Increment Reinvestment Zone Number One, The City of Southlake, Texas Article I: Powers and Purpose Section 1: Financing Development or Redevelopment in the Zone. In order to implement the purposes for which Tax Increment Financing Reinvestment Zone Number One, City of Southlake, Texas (the "Zone ") was formed, as set forth in Ordinance No. 682, dated, September 23, 1997 and 682 -A, dated, December 2, 1997, creating the Zone, the City of Southlake, Texas (the "City ") may issue obligations to finance all or part of the cost of implementing the "project plan" for the Zone as defined in the Tax Increment Financing Act of the Tax Code, Chapter 311, Vernon's Texas Codes Annotated (the "Act "). Section 2: Books and Records, Approval of Programs and Financial Statements. The Board of Directors shall keep correct and complete books and records of accounts and shall also keep minutes of its proceedings and the proceedings of committees having any of the authority of the Board of Directors. All books and records of the Zone may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and at all times the City Council, the City Auditor and the Finance Director of the City of Southlake, Texas, will have access to the books and records of the Zone. The City Council must approve all programs and expenditures for the Zone and annually review any financial statements of the Zone. Article Il;• Board of Directors Section 1: Powers, Number, and Term of Office. The property and affairs of the Zone shall be managed and controlled by the City Council of the City of Southlake, Texas (the "City Council "), subject to the restrictions imposed by law, the ordinance creating the Zone, and these Bylaws. It is the intention of the City Council that the Board shall function only in an advisory or study capacity with respect to the Zone and shall exercise only those powers, advisory in nature, which are either granted to the Board pursuant to the Act or delegated to the Board by the City Council. As set forth in the ordinance creating the Zone, the Board shall consist of no less than seven (7) and no greater than twelve (12) members. The Board of Directors of the Investment Zone shall be appointed as follows: eight (8) members appointed by the City Council, with one of those positions being named by Carroll Independent School District (CISD); each of the taxing units participating in the Zone; Tarrant County (County), Tarrant County Hospital District (Hospital), Tarrant County College (TCC) and CISD shall each appoint one member to the Board; provided however, that if a taxing unit (other than the City) waives its right to appoint a member to the Board, as evidenced by written resolution duly adopted by the governing body of such taxing unit, the City Council may appoint a Board member in its stead. Resolution No. 03 -062 August 19, 2003 Page 1 of 2 Each member shall serve for a term of two years, as stipulated in the Act, or until the member's successor is duly appointed and qualified. Subsequent directors shall be appointed by the governing bodies of the City, CISD, County, Hospital, and TCC and shall serve for two year terms until their successors are appointed by the respective governing bodies. Any Director appointed by the City may be removed from office by the City Council in accordance with the City Charter and applicable ordinances. In the event of a vacancy caused by the resignation, death, or removal for any reason, of a Director, the governing body of the respective taxing unit which made such Board appointment shall be responsible for filling the vacancy. Section 2: Meetings of Directors. The Board of Directors shall hold their meetings within a public building in the city, so as to allow the community to attend such meetings. The Board shall determine an appropriate meeting schedule. Section 3: Regular Meetings. The Board shall hold regular meetings at such times and places as shall be designated, from time to time, by resolution minute order of the Board. The secretary shall give notice to each director of each meeting in person, or by mail, courier, facsimile, telephone, or e-mail, in accordance with Chapter 551 of the Texas Government Code. Notice of all regular and special meetings of the Board and any committees thereof shall be posted in accordance with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. There shall be at least one Regular Meeting held each year during the fourth quarter of the calendar year. Section 4: Special or Emergency Meetings. Special or Emergency Meetings of the Board of Directors shall be held whenever called by the chairman, by the secretary, by a majority of the directors then in office or upon advice of or request by the City Council. The secretary shall give notice to each director of each Special Meeting in person, or by mail, courier, facsimile, telephone, or e -mail, in accordance with Chapter 551 of the Texas Government Code. Notice of all Special Meetings shall state the purpose, which shall be the only business conducted. Section 5: Quorum. A majority of the directors holding current appointments shall constitute a quorum for the consideration of matters pertaining to the purposes of the Zone. The act of a majority, in other words a quorum, at a meeting shall constitute an act of the Board of Directors, unless law requires the act of a greater number. Resolution No. 03 -062 August 19, 2003 Page 1 of 2 Section 6: Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Zone shall be considered in such order as from time to time the Board may determine. At all meetings of the Board, the Chairman shall preside and in the absence of the Chairman, the Vice - Chairman shall exercise the power of the Chairman. If both Chairman and Vice - Chairman are absent, those present shall elect someone to serve as Chairman. The City Secretary of the City of Southlake shall serve as Secretary of the Board and shall act as secretary of all meetings of the Board, but in the absence of the City Secretary, the Deputy City Secretary may act as Secretary of the meeting. In the event of the absence of the City Secretary and Deputy City Secretary, the presiding officer may appoint any one person to act as Secretary of the meeting. City staff shall provide notice of meetings and prepare meeting agendas. Within 30 days following each meeting of the Board, the secretary shall submit a copy of the minutes of the meeting to the City Seeretary of the City of Southlake Chair of the Board. Section 7: Compensation of Directors. Directors shall not receive any salary or compensation for their services, whether as an officer or just a member, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Section 8: Attendance. Board Members shall make every effort to attend all Regular and Special Meetings of the Board and /or committees. The City Council may replace any appointee of the Board or request replacement of an appointee from other taxing jurisdictions for non - attendance. Article III: Officers Section 1: Titles and Terms of Office. The officers of the Zone shall consist of a Chairman, a Vice - Chairman, a Secretary and such other officers as the Board of Directors may from time to time elect or appoint; provided, however, that the City Council shall, on an annual basis, appoint the Chairman in accordance with the Act. Terms of office for officers, other than the Chairman, shall be one year. All officers, other than the Chairman, shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the entire Board. A vacancy in the office of any officer, other than the Chairman, shall be filled by a vote of a majority of the Directors. Resolution No. 03 -062 August 19, 2003 Page 1 of 2 Section 2: Powers and Duties of the Chairman. The Chairman shall be the Chief Executive Officer of the Board of Directors, and subject to the approval of the City Council, shall be in general charge of the properties and affairs of the Zone and shall preside at all meetings of the Board of Directors. Section 3: Powers and Duties of the Vice - Chairman. The Vice - Chairman shall be a member of the Board of Directors, shall have such powers and duties as may be assigned to him by the Board of Directors and shall exercise those powers and duties. The Vice - Chairman shall also exercise the powers of the Chairman during that officer's absence or inability to act. Any action taken by the Vice - Chairman in the performance of the duties of the Chairman shall be conclusive evidence of the absence or inability to act of the Chairman at the time that such action was taken. Section 4: Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board in books provided for the purpose, shall have charge of such books, records, documents and instruments as the Board may direct, all of which shall at all reasonable time be open to inspection, and shall in general perform all duties incident to the office of the Secretary subject to the control of the City Council and the Board. Section 5: Staff. Additional staff functions for the Board shall be performed by the City Manager and city staff as designated by the City Manager. Article IV: Provisions Regarding Bylaws Section 1: Effective Date. These Bylaws shall become effective upon adoption by the Board and approval by the City Council. Section 2: Amendments to the Bylaws. These Bylaws may be amended by majority vote of the Board of Directors, provided that the Board of Directors files with the City Council a written application requesting that the City Council approve such amendment to the Bylaws, specifying in such application the amendment or amendments proposed to be made, and an explanation for this amendment. Resolution No. 03 -062 August 19, 2003 Page 1 of 2 If the City Council, by appropriate resolution, finds and determines that it is advisable that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment, the Board of Directors shall proceed to amend the Bylaws. After consultation with the Board of Directors, the City Council may adopt an amendment to the Bylaws by resolution and delivering a copy of the amendment to the Secretary of the Board of Directors. Section 3: Interpretation of the Bylaws. These Bylaws and all the terms and provisions hereof shall be liberally construed to the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section, or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held 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 other part of these Bylaws to any other person or circumstance shall not be affected thereby. Article V: General Provisions Section 1: Notice of Waiver of Notice. Whenever any notice whatsoever required to be given under the provision of these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled hereto at their post office address, as it appears on the books of the Zone, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a Director at a meeting shall constitute a waiver of notice for such meeting, except where a Director attends a meeting for the express purposes of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A waiver of notice in writing signed by the person or persons entitled to said notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice. Section 2: 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 was specified, at the time of its receipt by the City Council. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 3: Approval or Delegation of Power by the City Council. To the extent that these Bylaws refer to any approval by the City, such approval of delegation shall be evidenced by a certified copy of an ordinance, or resolution, duly adopted by the City Council. Resolution No. 03 -062 August 19, 2003 Page 1 of 2 PASSES AND APPROVED ON THIS DAY OF , 2000. TIRZ Board Chairperson PASSES AND APPROVED ON THIS DAY OF 1 2000. CITY OF SOUTHLAKE LOW Mayor ATTEST: City Secretary APPROVED AS TO FORM: CITY ATTORNEY