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
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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.
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August 19, 2003
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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