Elect Officers

	Sugar Land 4B Corporation
	Agenda Request
Agenda Of:	10/18/06	Agenda Request No:		II A
Initiated By:	regina morales	Responsible Department:		economic development
Presented By:	regina morales director of economic development	Department Head:		regina morales, director of economic development
		Additional Department. Head (s):		n/a
Subject / Proceeding:	election of officers for sugar land 4b corporation including president, vice-president, secretary and treasurer
Exhibits:	sugar land 4b bylaws
Clearances			Approval
Legal:	joe morris, city attorney		Executive Director:	joe esch, business & intergovernmental relations
Budget
Expenditure Required: $			n/a
Amount Budgeted/Reallocation: $			n/a
Additional Appropriation: $			n/a
Recommended Action
Elect officers.
Executive Summary
Pursuant to the provisions of the Sugar Land 4B Corporation Bylaws, Article IV Officers, Sections 4.01,4.02, 4.03, 4.04, 4.05 and 4.06, the officers of the Corporation include the President, Vice-President, Secretary and Treasurer. The following is a description of the officer positions: President. The President is the Chief Executive Officer of the Corporation. The President presides at all board meetings, generally supervises the affairs of the Corporation, and performs any other duties required by these bylaws, the Board, or the City Council. The President may appoint directors and other persons to serve on standing or ad hoc committees to make recommendations to the Board. Vice-President. The Vice-President performs the duties of the President in the absence of the President, or if the President is unable or refuses to act, any duties as assigned by the Board, and any other duties authorized by these bylaws. Secretary. The Secretary is the custodian of the Corporate records and keeps all votes and minutes of the Board meetings. The Secretary shall give notice of all Board meetings and its committees, and shall perform other duties as directed by the President, the Board, the General Manager, or as required by these bylaws. Treasurer. The treasurer shall perform the usual duties of that office and other duties the president assigns. He shall see that proper and accurate accounts are kept of the financial condition of the Corporation and that proper books are maintained for their orderly entry. He or she shall insure that the financial policies adopted by the Board are duly followed and that an independent audit is made of the accounts of the Corporation at the end of each fiscal year. He or she shall report the financial condition of the Corporation at each regular meeting of the Board as requested from time to time. According to the bylaws, any two or more offices may be held by the same person except the offices of President and Secretary. Further, an officer may be elected to succeed himself or herself in the same position once. The office of President is currently held by Ray Meyer, Vice President is being held by Karam Abu-Hamdan, and Secretary-Treasurer is currently being held by Tim Stubenrouch. All board members are eligible to hold any office.
Exhibits

CORPORATE BYLAWS

OF THE

SUGAR LAND 4B CORPORATION

These Bylaws govern the affairs of the Sugar Land 4B Corporation (the Corporation), a public instrumentality and a non-profit corporation created under Section 4B of the Development Corporation Act of 1979, as amended (the Act).

ARTICLE I. PURPOSE

1.01 The purpose of the Corporation is to promote, assist, and enhance economic development activities and quality of life opportunities within the City of Sugar Land that promote economic development as authorized by the Act. The Corporation has no members and is a non-stock corporation.

ARTICLE II. REGISTERED OFFICE AND AGENT

2.01 The registered office and agent for the Corporation shall be maintained in the City of Sugar Land, Texas. The Board of Directors shall initially maintain and use the Sugar Land City Hall as its administrative office, but may move its administrative office or establish additional offices with the prior approval of the city council of the City of Sugar Land.

ARTICLE III. BOARD OF DIRECTORS

Powers

3.01. The Corporation shall be managed by a Board of Directors which is authorized to exercise the powers authorized by the Act, subject to any limitations of these bylaws, including the following:

a. To purchase or acquire for the Corporation any property, rights, or privileges and to pay therefore either wholly or partly in money, stock, bonds, debentures, or other securities of the Corporation as may be lawful.

b. To create, make and issue notes, mortgages, bonds, deeds of trust, trust agreements and negotiable or transferrable instruments and securities, secured by a mortgage or deed of trust on any real property of the Corporation or otherwise, and to do every other act or thing necessary to effect the same.

c. To sale or lease the real or personal property of the Corporation on the terms the Board sees fit and to execute deeds, leases and other conveyances or contracts as necessary for carrying out the purposes of this Corporation.

Duties of Directors

3.02. The Board is required to perform the following duties:

a. Program. The Board shall research, develop, and prepare an Economic Development Plan (the Plan) in accordance with policies or directives established by the city council of the City of Sugar Land. The Board shall review the Plan at least once a year and submit it to the city council for its approval. The Plan shall include:

1. The short and long-term objectives of the Corporation and how they might be achieved, including specific details of proposed efforts or programs to achieve those goals;

2. Guidelines of how the Corporation proposes to use the tax funds received by the Corporation to achieve its objectives, including any limitations on the use of the funds;

3. Procedures on how decisions on the use of Corporate funds will be determined in pursuit of the Corporation's objectives; and

4. Any other information the city council requests in writing be included in the Plan.

b. Reports to City Council. With each submission of the Economic Development Plan, and at any other times requested by the city council, the Corporation shall submit a written Performance Report to the city council, detailing the activities and accomplishments of the Corporation since the prior Report.

c. Briefings. The president or executive director shall appear before the city council to brief the city council on activities of the Corporation at least quarterly and at such other times as requested by the mayor or three or more members of the city council.

Number and Qualifications

3.03. The Board shall consist of seven (7) persons, who shall be appointed by and shall serve at the pleasure of the city council of the City of Sugar Land.

3.04. At the time of appointment, each director shall be a resident of the City of Sugar Land.

Term

3.05. Directors appointed to serve after the expiration of the initial term of the initial directors as set forth in the Articles of Incorporation, shall serve two (2) year terms or until successors are appointed. No director may serve more than three (3) consecutive two-year terms.

Attendance

3.06. Directors should attend all regular called or special called meetings of the Board. Directors who are regularly absent from meetings of the Board may be removed from office by the city council.

Vacancies

3.07. Vacancies in the Board will be filled by appointment by the city council of the City of Sugar Land.

Ex-Officio Members

3.08. The city council of the City of Sugar Land and the city manager shall serve as ex-officio members of the Board. The city council may also appoint other ex-officio members to the Board. Ex-officio members shall be given notice of all meetings of the Board and may participate in discussions at Board meetings, but shall not be entitled to vote. The Board may recommend individuals to the city council to serve as ex-officio directors. The ex-officio members shall serve at the pleasure of the city council and until their successors are appointed.

ARTICLE IV. OFFICERS

Officer Positions

4.01. The officers of the Corporation shall be a president, a vice-president, a secretary, and a treasurer, whom shall be members of the Board. The Board may appoint other officers as it deems necessary. Any two or more offices may be held by the same person except the offices of the president and secretary.

Election and Terms of Office

4.02 The officers of the Corporation shall be elected annually by the Board. Each officer shall hold office until a successor is duly elected and qualified. An officer may be elected to succeed himself or herself in the same office one (1) time. Vacancies in officer positions may be filled by the Board for their unexpired terms.

President

4.03. The president shall be the chief executive officer of the Corporation. He shall preside at all Board meetings and generally supervise and control the business and affairs of the Corporation and perform any other duties prescribed from time to time by the Board. He may execute deeds, mortgages, bonds, contracts or other instruments, as authorized by the Board. The president shall appoint the members of all committees and all committee chairs.

Vice-President

4.04. A vice-president shall be appointed by the Board. The vice-president shall perform the duties assigned to him by the Board. In the absence of the president, or if the president is unable or refuses to act, the vice-president shall perform the duties of president.

Secretary

4.05. The secretary shall be the custodian of the Corporate records. The secretary shall record and keep all votes and minutes of the meetings of the Board. The secretary shall give notice of all meetings of the Board and its committees, and shall perform such other duties as may be prescribed by the Board or president.

Treasurer

4.06. The treasurer shall perform the usual duties of that office and other duties the president assigns. He shall see that proper and accurate accounts are kept of the financial condition of the Corporation and that proper books are maintained for their orderly entry. He or she shall insure that the financial policies adopted by the Board are duly followed and that an independent audit is made of the accounts of the Corporation at the end of each fiscal year. He or she shall report the financial condition of the Corporation at each regular meeting of the Board and to the city council as requested from time to time.

Executive Director

4.07. The Board may employ an executive director to serve as the general manager and chief administrative officer of the Corporation. The executive director shall be subject to the supervision of the Board and shall perform the duties specifically delegated to him by the Board. The executive director shall serve at the pleasure of the Board and receive compensation approved by the Board. The executive director shall be responsible for policy and program implementation and the day to day operations of the corporation, including the hiring of employees, and the supervision and dismissal of those employees. The executive director shall be a non-voting, ex-officio member of the Board and of any other committees created by the Board. The executive director shall compile and submit to the Board regular reports and recommendations regarding the programs, policies, and business affairs of the Corporation.

ARTICLE V. BOARD COMMITTEES

Committees Authorized

5.01. With the approval of the Board, the president may appoint persons to serve on standing or ad hoc committees. A committee may include persons who are not directors of the Corporation. Committees will operate under general rules adopted by the Board. Committees may be charged with specific duties or authority, but shall not have the authority to:

a. Amend the articles of incorporation, amend, alter, or repeal the Bylaws, or adopt a plan of merger or consolidation with another corporation.

b. Authorize the sale, lease, exchange or mortgage of any of the property or assets of the Corporation or commit Corporation funds without the prior approval of the Board.

c. Authorize or revoke proceedings for the voluntary dissolution of the Corporation or adopt a plan for the distribution of the assets of the Corporation.

d. Approve any transaction to which the Corporation is a party, take any action outside the scope of authority delegated to it by the Board, take final action on a matter that requires the approval of the Board, take action on any other matters appropriate to the authority of the Board, or take any action that involves a potential conflict of interest as defined in these bylaws.

Committee Terms

5.02. The members of each standing committee shall serve until successors are appointed by an incoming president, unless the Committee is terminated or a member is removed, resigns, or ceases to qualify as a member. Vacancies on committees may be filled in the same manner as the original appointment.

Rules

5.03. Each committee or subcommittee may adopt rules for its own operation consistent with the Bylaws or with rules adopted by the Board.

ARTICLE VI. MEETINGS

Regular Meetings

6.01. The Board shall hold at least one (1) regular meeting each year. The regular meeting will be held in city-owned facilities.

Special Meetings

6.02. Special meetings of the Board may be called by the mayor or at the request of the president or

upon written request of at least three (3) directors. Any notice of a special meeting shall contain a summary of the business or proposals to be brought before the special meeting.

Notice

6.03. Written or printed notice of each regular meeting of the Board shall be delivered to each director not less than three (3) days before the date of the meeting. The notice shall state the place, date, and time of the meeting. In the case of special meetings, notice may be issued to directors by mail, telephone, fax, or in person at least three (3) days before the date of the meeting and shall include who called the meeting and the purpose of the meeting.

Quorum

6.04. Four (4) directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Action of Board

6.05. The vote of a majority of the directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board.

Proxies

6.06. A director may not vote by proxy.

Open Meetings

6.07. All meetings and deliberations of the Board shall be called, convened, held and conducted in accordance with the Texas Open Meetings Act, as amended.

ARTICLE VII. FINANCIAL ADMINISTRATION

Fiscal Year

7.01. The fiscal year of the Corporation shall run concurrently with the fiscal year of the City of Sugar Land.

Accounts to be Kept with City

7.02. The Corporation shall contract with the City of Sugar Land for the administration of its accounts, expenditures, deposits, investment of funds and accounts, and other financial services for the Corporation. The Board shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its treasurer and such other members as the Board shall designate.

Budget

7.03. At least sixty (60) days prior to the end of the current fiscal year of the Corporation, the Board shall adopt and file a proposed budget of expected revenues and proposed expenditures of the next ensuing fiscal year with the city council of the City of Sugar Land. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the city council of the City of Sugar Land. The Corporation's budget shall not be effective until the same has been approved by the city council. (Amended by Resolution No. 99-03-02.)

Audits

7.04. The Corporation shall cause its books, records, accounts, and financial statements, and all other activities for the previous fiscal year to be audited at least once each fiscal year by an outside independent certified public accounting firm approved by the city council of the City of Sugar Land. Any such audit shall be performed in accordance with generally accepted auditing procedures (GAAP) and shall include a written management letter which details suggested management controls and operating efficiencies. The management letter shall include recommendations for improving cost reductions and safeguarding assets. Each audit shall be prepared and submitted annually to the city council of the City of Sugar Land, Texas, for approval.

Limitations on Expenditures

7.05. Before expending funds to undertake a project, the Corporation shall hold at least one public hearing on the proposed project.

Checks and Drafts

7.06. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed or bear the facsimile of the president or treasurer, or such other person as designated by the Board.

Contracts

7.07. The Board may by official action authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments. The Corporations shall follow and be bound by the same purchasing and contracting provisions of State law, including the provisions on competitive bidding, that are applicable to the City of Sugar Land. Any contract of the Corporation which will require an expenditure of funds in excess of $25,000 that the city council has not previously approved as part of the corporation's annual budget or in a city tax abatement agreement, must be approved by the city council before any payment on the contract is made.

Gifts

7.08. The Board may accept on behalf of the Corporation any gift or bequest. Special funds shall include all funds from government contracts, grants, and gifts designated by a donor for special purposes. All other funds shall be general funds.

Potential Conflicts of Interest

7.09. The Corporation shall not make a loan to a director, officer or employee of the Corporation or to an officer or employee of the City of Sugar Land. In transactions with the Corporation, directors shall follow and be bound by the requirements and limitations of Chapter 171 of the Local Government Code, as amended. Any director may bring to the Board's attention any apparent or potential conflict of interest of any other director in any transaction or matter coming before the Board for a decision. The Board shall make a determination on whether the director has a conflict of interest before voting on the transaction or matter. The director alleged to have the conflict of interest shall not vote on the determination of whether the conflict of interest exists. A director who has a conflict of interest in a matter before the Board shall leave the room during any discussion and vote on that matter. This paragraph shall also apply to members of committees.

Bonds

7.10. Any bonds issued by the Corporation shall be in accordance with the Act and shall not be issued until approved by the city council and by the bond counsel and financial advisers of the city or the Corporation.

ARTICLE VIII. BOOKS, RECORDS, AUDITS

Maintenance of Records

8.01. The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. In addition to proper financial records, the Corporation shall keep correct and complete minutes of all board and committee meetings and all records required by the City of Sugar Land, by contracting agents, or by funding sources.

Compliance with State Law

8.02. All records shall be kept and administered in accordance with the Texas Open Records Act, as amended.

Inspection

8.03. Any member of the city council of Sugar Land, director or officer of the Corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the Bylaws.

ARTICLE IX. AMENDMENTS TO BYLAWS

9.01 The Board may alter, amend, or repeal the Bylaws or adopt new Bylaws, but the change shall be effective only upon approval by the City of Sugar Land city council.

Legal Construction

9.02. If any Bylaw provision is held to be illegal, the illegality shall not effect any other provision and the Bylaws shall be construed as if the illegal provision had not been included in the Bylaws.

ARTICLE X. INDEMNIFICATION AND INSURANCE

Corporation to Indemnify

10.01. The Corporation shall indemnify any director or officer or former director or officer of the Corporation for expenses and costs (including attorney's fees) actually and necessarily incurred by the officer or director in connection with any claim asserted against the officer or director by action in court or otherwise by reason of the person being or having been a director or officer, except in relation to matters as to which the person shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

Corporation May Provide Insurance

10.02. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation to insure such person against any liability asserted against the person by reason of the person being or having been a director, officer, employee, or agent of the Corporation. The premiums for the insurance shall be paid for by the Corporation.

ARTICLE XI. PARLIAMENTARY AUTHORITY

11.01. Robert's Rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by the Bylaws or any specific rules of procedure adopted by the Board.

ARTICLE XII. DISSOLUTION OF THE CORPORATION

12.01. The Corporation is a non-profit corporation. Upon dissolution, all of the Corporation's assets shall be conveyed to the City of Sugar Land.