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Sugar Land 4A Corporation

Agenda Request

Agenda Of:

04-06-10

Agenda Request No:

iv-a

Initiated By:

Regina Morales

Responsible Department:

Economic Development

Presented By:

Regina Morales

Department Head:

Regina Morales, Director of Economic Development

regina_initinial

 

 

Additional Department. Head (s):

N/A

Subject / Proceeding:

Sugar Land Development Corporation Bylaws Workshop

Exhibits:

 

SLDC Draft Bylaws

 

Existing Support Services Agreement (attached Separately)

 

Clearances

Approval

Legal:

Joe Morris, City Attorneyinitial

Director:

Regina Moralesregina_initinial

Purchasing:

N/A

Assistant City Manager:

N/A

Budget:

N/A

 

 

Budget

Expenditure Required:  $

N/A

Current Budget:  $

N/A

Additional Funding:  $

N/A

Recommended Action

Review and discuss proposed revisions to Sugar Land Development Corporation Bylaws.

Executive Summary

General history and background information

for amendments to Sugar Land Development Corporation bylaws

 

In 1993, with the approval of the voters, the City created the Sugar Land Development Corporation (SLDC) under section 4A of the statute authorizing cities to create economic development corporations funded by a local sales and use tax dedicated to economic development.   

 

Although the SLDC was incorporated as a non-profit corporation and is a legally separate corporate entity from the City, under State law and the Corporation’s articles of incorporation and bylaws, the corporation operates more like a subsidiary corporation of the City than an independent corporation.   For example, the council:  must approve any amendments to the articles of incorporation and bylaws before they become effect; appoint and remove the directors; must approve the program and budget of the corporation, consent to the issuance of corporate bonds; may appoint itself to serve as the directors of the SLDC. 

 

The SLDC’s bylaws were adopted in 1993.  These original bylaws were based on provisions of the bylaws taken from other newly-established development corporations from other cities.  In addition to the bylaws, to facilitate the operations of the development corporation, the City and the SLDC entered into two contracts.   First, they entered into a Support Services Agreement, under which the City agrees to provide offices, supplies, and administrative services, including financial and legal services to the corporation.   (Support Services Agreement is attached separately to this agenda item). 

 

The City and the SLDC also entered into a Funding Agreement to provide procedures for funding and administering economic development projects and activities.  Under those agreements, the City submits funding requests to the corporation for projects or activities that they are authorized to undertake under State law.   If a request is approved by the directors, the City awards the contracts and administers the projects or activities.   Payments required to be made under the contracts are paid from the corporation’s accounts.

 

Understandably, the original bylaws could not have anticipated the most efficient operational and administrative procedures that might be followed or needed over time.  Although there have been a few revisions to the bylaws to facilitate their operations, no comprehensive review of the bylaws has been undertaken until now.  Since the corporation has been in operation for some time, we now have a basis for determining what additions, revisions, and deletions need to be made to the corporation’s bylaws to facilitate its operations and reflect current practices.  This assumes the City Council wants to maintain the current structure of the relationship between the City and the corporation.  

 

Since the bylaws of the SLDC were changed several years ago to provide for the City Council to serve as the board of directors, provisions in the bylaws relating to the Council’s supervision of the SL4B (approval of budget, etc.) were deleted from the SLDC bylaws because the Council would be serving as the Board.    

 

The significant revisions to the bylaws are summarized as follows:    

 

            1.  Agreements Incorporated.  The provisions of the Support Services Agreement and the Funding Agreement are incorporated into the corporation’s bylaws since they are essential components of the corporation’s operations and need not be in separate contracts.  

 

            2.  City Manager Serves as General Manager.  Under the Support Services Agreement, the City Manager is given the same authority to act on behalf of the corporations that he has to act on behalf of the City.   Since the Support Services Agreement is being incorporated into the bylaws, the bylaws designate the city manager as the general manager of the corporation.  In effect, the structure and relationship between the corporation’s directors and the general manager follows the structure and relationship between the city council and the city manager.    Of course, the City Council will retain its supervisory authority over both corporations.     

 

            3.  City Secretary serves as Corporate Secretary.  Under the Support Services Agreement, the City is required to provide general administrative services for the corporation, including the posting of meetings and the keeping of records.  Since the Support Services Agreement is being incorporated into the bylaws, the bylaws provide that the City’s city secretary will perform the functions of the secretary of the corporation, which has been the practice for some time.         

 

            4. Although the current bylaws provide for the appointment of a corporate treasurer, under the Support Services Agreement, the City is required to provide financial services to the corporation.  Since the Support Services Agreement is being incorporated into the bylaws, the bylaws provide that the City Manager will designate a City employee to serve as the corporate treasurer of the corporation, which has been the practice for some time.         

 

5. Statutory Requirements. Incorporates into the bylaws some of the procedural requirements required by the State statue. 

 

6.  General Revisions.  The proposed bylaws add definitions for clarity, delete unnecessary provisions, and revises provisions to reflect current practices.   

 

 

Exhibits

 

Draft of 3-26-09. This document shows the proposed new bylaws for the SLDC.  Comparable provisions of the current bylaws, if any, for which there are substantive changes, are shown in italics following the proposed revision.  Where appropriate, underlined comments are provided to explain the changes.      

 

 

 

CORPORATE BYLAWS

 

OF THE

 

SUGAR LAND DEVELOPMENT CORPORATION

 

These bylaws govern the affairs of the Sugar Land Development Corporation, a public instrumentality and a non-profit corporation created under the Development Corporation Act (Local Government Code, Chapter 501 et. seq.) 

 

ARTICLE I.  GENERAL PROVISIONS

 

1.01 Purpose.  The purpose of the Corporation is to promote, assist, and enhance economic development activities for the benefit of the City.   

 

1.02. Definitions.  In these bylaws:

 

Act means the Development Corporation Act (Local Gov’t. Code, Chapter 501 et. seq.)

 

Board means the Board of Directors of the Corporation.

 

City means the City of Sugar Land, Texas.

 

City Council means the City’s City Council.

 

Corporation means the Sugar Land Development Corporation. 

 

Project means a project, as that term is defined by the Act, that the Corporation is authorized to undertake under the Act.   

 

Comment:   Definitions are added. 

 

1.03. Approval of Bylaws.  These bylaws and amendments to these bylaws are not effective until approved by the Board.

 

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

 

9.02. If any Bylaws 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.

 

Comment:  Since the current bylaws require that the bylaws be approved by the city council, the City Council will need to approve the new bylaws.  Thereafter the Council acting as the board of directors may amend its own bylaws without council approval.

 

ARTICLE II.  BOARD OF DIRECTORS

 

2.01. Powers.  The Board may exercise all powers authorized by the Act, the Corporation’s articles of incorporation, and these bylaws.   

 

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

 

2.02. Number and Qualifications.  The seven members of the City Council serve as the board of directors.      

            3.02. The City of Sugar Land city council serves as the board of directors.

 

            3.04. The city manager serves as ex-officio member of the Board.

 

            Comment:   Since the city manager will serve as general manager, 3.04 is deleted.

 

2.03. Term.  After a council member assumes office, the council will appoint the member to serve as a director for a term that is concurrent with the council member’s term of office.  If a council member resigns from the council before the expiration of his or her term, the council may remove the member from the board or allow the member to continue to serve as a director until the succeeding council member is appointed to the board.

 

            Comment:  Because the act requires that the governing body appoint the corporation’s directors, this provision is added as a reminder that the council must take action to appoint newly elected council members to serve as directors.  The last sentence gives the Council the option to remove a council member who resigns from office from the board or leave the person in place until a new council member takes office. 

 

ARTICLE III.  OFFICERS

 

3.01. Election of Officers.  Each year, the Board will elect a president and vice-president for the Corporation for a one-year term.  Each officer holds the office until a successor is elected. 

 

             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.

 

            4.02. The officers of the Corporation shall be elected annually by the Board at the last meeting of the fiscal year and assume their duties at the first regular meeting of the new fiscal year.  If the election is not held at the last meeting of the year, it shall be held as soon thereafter as conveniently possible.  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.

 

Comment:  Since the secretary and treasurer functions are performed by City employees as specified in § 3.04 and §3.05 below through the Support Services Agreement, the reference to the election of a secretary and treasury are deleted. 

 

3.02. President.  The president presides at all Board meetings and performs any other duties required by these bylaws, or the Board.  The president may appoint directors and other persons to serve on standing or ad hoc committees to make recommendations to the Board.

 

            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.

 

            Comment:  The city manager, acting as the general manager, will serve as the chief executive officer, as provided for in §3.06, in lieu of the President.

 

            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 the next annual meeting of the Board or 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.

 

Comment:  Because committees are not commonly used for the Corporation, the provisions on committees has been simplified.

 

3.03. Vice-President.  The vice-president performs the duties of the president if the president is absent or is unable or refuses to act, and any other duties as assigned by the Board.

 

3.04. Secretary.  The City’s city secretary serves as the Corporation’s secretary.  The secretary is the custodian of the Corporation’s records and keeps all votes and minutes of Board meetings.  The secretary will give notice of all Board meetings and performs other duties as directed by the president, the general manager, or as required by these bylaws.  The secretary may designate another City employee to perform the duties of the secretary from time-to-time. 

 

            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. 

 

        Comment:  Since the City Secretary has been serving as secretary of the corporation under the Support Services Agreement, the bylaws are amended to formalize that relationship.

 

3.05. Treasurer.  The City’s city manager will designate a City employee to serve as the Corporation’s treasurer.  The treasurer will perform the duties specified in these bylaws. The treasurer may designate another City employee to perform the duties of the treasurer from time-to-time.    

 

            4.06. The treasurer shall perform the usual duties of that office and other duties the president assigns.  He or she 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. 

 

     Comment:  Since the City has been providing financial services to the corporation under the Support Services Agreement, the bylaws are amended to formalize that relationship.  The duties of the Treasurer are set forth in §6.02.

 

3.06. General Manager. 

 

     (a)  The City’s city manager serves as general manager and chief administrative officer of the Corporation.  The general manager is responsible for the day-to-day operations of the Corporation and performs any other responsibilities or duties assigned by the Board.  The general manager may participate in any discussions of the Board, but may not vote.  An assistant city manager may perform the duties of the general manager as assigned by the city manager or if the city manager is absent or unable to perform the duties of the general manager.  

 

            Comment:  Revision omits requirement of “designation in writing” as unnecessary and clarifies that the assistant city managers may perform the duties of the general manager in absence of the city manager. 

 

     (b) Except as otherwise provided by law or these bylaws, the general manager has the same powers and authority to act on behalf of the Corporation in matters relating to the Corporation as the city manager has in matters relating to the City, including the following:  

 

       (1) To sign a contract, funding resolution, or any other document approved by the Board;  

 

(2) To sign a contract, funding resolution, or any other document providing for the expenditure of corporate funds that have been approved in the budget, without Board approval, in an amount that the city manager would be authorized to approve for the City without city council approval; and

 

(c) To sign checks, orders, and drafts for the payment of obligations incurred under any contract, funding resolution, or documents approved in compliance with these Bylaws.

     

            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.

 

            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. 

 

      Comment:  Gives authority to the city manager, serving as general manager of the corporation, to exercise the same authority for the corporation that he has for the City.

 

ARTICLE IV.  MEETINGS

 

4.01. Calling Meetings.  Board meetings may be called at the request of the City’s mayor, the general manager, the president or vice-president, or upon the written request of at least three directors.  All Board meetings and deliberations will comply with the Texas Open Meeting Act.  All meetings will be held within the City’s corporate limits.

 

            6.01. The Board shall provide for at least one (1) regular meeting annually by resolution stating the time and place of such meeting.  The regular meeting will be held in city-owned facilities.  (Amendment by Res. 96-05-02).

 

            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.  The meeting shall be held within ten (10) days of the receipt of the request for the meeting.

 

            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.

 

            6.07.  All meetings and deliberations of the Board shall be called, convened, held and conducted in accordance with the Texas Open Meeting Act, Article 6252-17, Vernon's Texas Civil Statutes, as amended.

 

            Comment:  Revised to simplify the provisions for calling and holding meetings and to reflect current practice. 

 

4.02. Quorum and Action.  Four directors are a quorum for the transaction of business.  The Board may act by a majority vote of the directors present and voting at a meeting.   

 

            6.04. Three (3) directors shall constitute a quorum for the transaction of business at any meeting of the 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.

 

            6.06. A director may not vote by proxy.

 

     Comment:  The SLDC originally had five directors, the minimum number required by law.  In 2005, the City Council approved changes in the articles of incorporation to expand the board to seven members to allow the Council to serve as the board of directors.  The statute governing the SLDC provides that a quorum of the directors is a majority of the members.  Therefore, when the directors were increased to seven members, the required quorum automatically expanded to four members, although the bylaws were not amended at that time.    

 

4.03. Procedures.  The Board may adopt procedures for the conduct of its meetings or may generally follow the procedures adopted by city council in the conduct of its meetings.     

 

            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.

 

     Comment:  Recognizes that the council serves as the Board and may want to conduct its meetings following procedures used in council meetings.

 

ARTICLE V.  FUNDING AND ADMINISTRATION OF PROJECTS AND ACTIVITES

 

5.01. Applicable Procedures. . The City and the Corporation will follow the procedures contained in this article in administering and funding Corporate Projects and activities authorized under the Act, unless the City and Corporation agree otherwise for specific Projects or activities.    

 

5.02. Funding of Projects and Activities. 

 

(a) The City may request the Corporation fund a Project or activity that the Corporation is authorized to fund by making a written request to the Board that contains a description of the Project or activity, its estimated cost, the proposed schedule for implementation, and any other information requested by the Board.

 

     (b) If the Board agrees to approve the City’s request to fund a Project or activity for which the Board has appropriated funds for that purpose, the Board will adopt a Funding Resolution that authorizes the City to pay the costs of the Project or activity from the Corporation’s funds. 

 

5.03. City Administration Projects and Activities.  The City will be solely responsible for administering Projects and activities funded by the Corporation.  In awarding contracts to implement a Project or activity funded by the Corporation, the City will award, supervise, and administer the contracts following the same State laws and City policies used to award, supervise, and administer contracts funded by the City.

 

5.04. Billing and Payment.  The City will bill and the Corporation will pay for the costs for the Project or activity as those costs are billed to or become payable by the City.  The City will not bill the Corporation for any Project or activity in excess of the amount approved by the Board in the funding resolution. 

 

5.05. Funding for Promotional Activities. The Corporation may spend no more than ten percent of its annual revenues for promotional activities. 

 

            Comment:  Adds Article V to incorporate into the bylaws the project funding procedures now provided for in the Funding Agreement between the City and the corporation.

 

Limitations on Expenditures

 

            7.05. The Corporation shall spend no more than ten percent (10%) of corporate revenues for promotional purposes and may contract with other existing private corporations to carry out economic development programs consistent with the purposes and duties as set out in these Bylaws and in the Act.

 

ARTICLE VI.  FINANCE

 

6.01. Fiscal Year.  The Corporation’s fiscal year is the same as the City’s fiscal year.  

 

6.02. Administration of Funds.  The City, acting through the treasurer, will administer the Corporation’s accounts, revenues, expenditures, deposits, investments, and funds in accordance with these bylaws and the laws, regulations, and policies applicable to City funds.  The treasurer will, as requested by the president or the Board, report to the Board on the financial condition of the Corporation.  

 

            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.

 

6.03. Investments.  For all financial matters, including the investment of the Corporation’s funds, the Corporation is considered a component unit of the City.  The City Council has, to the full extent allowed by law, including the Public Funds Investment Act, complete control over the investment of the Corporation’s funds.  The investment policies and procedures adopted by the City Council for City funds apply to the Corporation’s funds.    

 

            Comment:  Incorporates the provisions of the Support Services Agreement specifying that the Corporation funds will be invested as provided in the City’s policies for City funds.  

 

6.04. Audits.  The City will cause the books, records and accounts of the Corporation to be audited by an independent certified accounting firm at least once each fiscal year as a component unit of the City.  The annual audit of the Corporation, as a component unit of the City, will be submitted to the Board for its review.    

 

            Comment:  Incorporates the provisions for the Support Services Agreement specifying that the Corporation funds will be audited annually along with the audit of City accounts. 

           

6.05. Budget.  Prior to the beginning of each fiscal year of the Corporation, the Board will adopt a proposed budget of expected revenues and expenditures for the next fiscal year.

 

            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.  The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the Board.  

 

6.06. Contracts and Purchases.  To be effective, the Board must approve any contract, funding resolution, purchase order, or other documents or action that provides for the expenditure of corporate funds in an amount that exceeds the amount the general manager is authorized to approve.  The Board and the Corporation’s officers and employees will comply with the same laws, policies, and procedures that are applicable to the City relating to City contracts, purchases, and expenditures, except as otherwise provided by law or these bylaws.  

 

            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. 

 

            Comment:  Adds reference to authority of general manager to authorize expenditures.    

 

6.07. Conflicts of Interest.  In transactions relating to the Corporation, directors will follow and are bound by the requirements and limitations of Chapter 171 of the Local Government Code, as amended, and the City’s Rules of Ethical Conduct.  

 

7.09. The Corporation shall not make a loan to a director, officer or employee of the Corporation or to an officer (elected official) 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. 

             

Comment:  Revised to reflect that Council serves as Board of Directors and that the City’s new ethics ordinance applies to the Board.  

 

6.08. Bonds.  Corporate bonds will not be issued until and unless approved by the City Council in advance. 

 

            Comment:  Although the Council now serves as the SLDC board, the statute requires that the city council approve the issuance of the Corporation’s bonds.   

 

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

 

7.11. 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.

 

ARTICLE VII.  CITY SUPPORT SERVICES.

 

7.01. Supplies and Facilities.  The City will provide supplies, materials, and facilities to the Corporation, including office space, meeting rooms, and office, telephone and communications equipment, and stationery as requested or needed by the Corporation in its day-to-day activities.

 

7.02. Administrative Services.  The City will provide general administrative services to support the operations of the Corporation, including the services of the general manager, treasurer, and secretary, as specified in these bylaws.  The administrative services include arranging meetings, posting agendas, preparing documents, maintaining records, administering contracts, and providing similar administrative services required for the Corporation.

 

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.

 

            8.02. All records shall be kept and administered in accordance with the Texas Open Records Act, Article 6252-17a, Vernon's Texas Civil Statutes, and Subtitle C to Title 6 of the Texas Local Government Code.

    

7.03. Financial and Legal Services.  The City will provide financial services to the Corporation as specified in these bylaws or as required by law.  The City will provide general legal services to the Corporation, including advice, the review and preparation of resolutions, contracts, and other legal documents or records for the Corporation.   

 

7.04. Economic Development Employees.  The City will hire and retain one or more employees to promote economic development activities or opportunities in support of the operations of the Corporation.           

 

7.05. City Compensation for Support Services. 

 

(a) The City will present to the Board for approval in the Corporation’s budget the City’s estimated annual cost for the City to provide all support services to the Corporation.  The Corporation will pay the costs quarterly to the City based on the annual costs approved in the Corporation’s budget.   

 

(b)  During the Corporation’s budget year, the City and Corporation may agree that the City will provide and the Corporation will budget and pay for additional support services not anticipated as part of the annual budget estimate previously submitted by the City and approved by the Corporation. 

 

            Comment:  Adds Article VII to incorporate the provisions of the City Services Agreement between the corporation and the City.  

 

ARTICLE VIII.  INDEMNIFICATION AND LIABILITY

 

8.01. Corporation to Indemnify.  As provided in the Act, the Corporation may 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 reason of the person being or having been a director or officer, except for matters in which the officer or director is guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

 

8.02. Liability Coverage.  The City or Corporation will provide liability coverage by insurance policies, self-funded coverage, or coverage provided under an interlocal agreement with other political subdivisions, on behalf of any person who is or was a director, officer, or employee of the Corporation to insure the person against any liability asserted against the person by reason of the person being or having been a director, officer, or employee of the 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

 

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.

 

            Comment:  Articles II and XII deleted as unnecessary to include in the bylaws.