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BYLAWS OF THE HEART OF THE CITY OF MCALLEN
IMPROVEMENT CORPORATION, INC.
ARTICLE I
PURPOSE AND POWERS
Section 1.1 Purpose. The Corporation is incorporated for the purposes set forth
in Article Four of its Articles of Incorporation, the same to be accomplished in
or for the benefit of the City of McAllen, Texas (the “City”).
Section 1.2 Powers. In the fulfillment of its corporate purpose, the Corporation
shall be governed by the non-profit corporation act, Article 1396- 1.10
1396-1.01 et seq., Vernon’s Texas Civil Statutes (the Act) and shall have all
the powers set forth and conferred in its Articles of Incorporation, in the Act,
and in other applicable law, subject to the limitations prescribed therein and
herein and to the provisions thereof and hereof.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 Powers, Number and Term of Office.
(a) The property and affairs of the Corporation shall be managed and
controlled by a Board of Directors (the “Board”), subject to the restrictions
imposed by law, by the Articles of Incorporation, and by these Bylaws , the
Board shall exercise all of the powers of the Corporation.
(b) The Board shall consist of eleven (11) directors, each of whom shall
be appointed as provided in the Articles of Incorporation.
(c) The directors constituting the first Board shall be those directors
named in the Articles of Incorporation. Successor directors shall have the
qualifications, shall be of the classes of directors, and shall be appointed to
the terms set forth in the Articles of Incorporation.
(d) Any director may be removed from office by the appointing entity at
will.
Section 2.2 Meetings of Directors. (a) The directors may hold their meetings at
such place or places in the City as the Board may from time to time determine;
provided, however, in the absence of any such determination by the Board, the
meetings shall be held at the principal office of the Corporation as specified
in Section 5.1 of these Bylaws. Regular meetings of the Board shall be held
without the necessity of notice to directors at such times and places as shall
be designated from time to time by the Board. Special meetings of the Board
shall be held whenever called by the president, or by a majority of the
directors.
(b) The secretary shall give notice to each director of each special meeting in
person or by mail, telephone or telegraph, at least two (2) hours before the
meeting. Unless otherwise indicated in the notice thereof, any and all matters
pertaining to the purposes of the Corporation may be considered and acted upon
at a special meeting. At any meeting at which every director shall be present,
even though without any notice, any matter pertaining to the purpose of the
Corporation may be considered and acted upon consistent with applicable law.
(c)Whenever any notice is required to be given to the Board, 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 thereto at his or
her post office address
as it appears on the books of the Corporation, and such notice shall be deemed
to have been given on the day of such mailing. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except attendance
of a director at a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called or convened. Neither the business to be transacted at nor the purpose of
any regular or special meeting of the Board need be specified in the notice to
directors or waiver of notice of such meeting, unless required by the Board. A
waiver of notice in writing, signed by the person or persons entitled to receive
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
Section 2.3 Quorum. A majority of the entire membership of the Board shall
constitute a quorum to conduct official business of the Corporation. The act of
a majority of the Board of Directors present at a meeting at which a quorum is
in attendance shall constitute the act of the Board and of the Corporation,
unless the action of a greater number is required by law.
Section 2.4 Conduct of Business.
(a) At the meetings of the Board, matters pertaining to the business of
the Corporation shall be considered in accordance with rules of procedure as
from time to time prescribed by the Board.
(b) At all meetings of the Board, the president shall preside. In the
absence of the president, the vice president shall preside.
(c) The president shall be a voting member of the Board.
(d) The Board shall appoint a director or any third party to act as
secretary of the Board, but in the absence of the secretary, the presiding
officer may appoint any person to act as secretary of the meeting. The
treasurer, secretary, and any assistant secretary may, at the option of the
Board, and with the City Commissions consent, be employees of the City and each
member of the Board with the exception of the President and Vice President or
the Secretary, may be appointed as Assistant Secretaries; provided, however,
that to the extent the treasurer, secretary, or any assistant secretary is an
employee of the City such person shall not be a member of the Board.
Section 2.5 Committees of the Board. The Board may designate two (2) or more
directors to constitute an official committee of the Board to exercise such
authority, as approved by resolution of the Board. It is provided, however, that
all final, official actions of the Corporation may be exercised only by the
Board. Each committee so designated shall keep regular minutes of the
transactions of its meetings and shall cause such minutes to be recorded in
books kept for that purpose in the principal office of the Corporation.
Section 2.6 Compensation of Directors. Directors shall not receive any salary or
compensation for their services as directors. However, they may be reimbursed
for their actual expenses incurred in the performance of their official duties
as directors.
ARTICLE III
OFFICERS
Section 3.1 Titles and Terms of Office.
(a) The officers of the Corporation shall be a president, a vice
president, a secretary and a treasurer, and such other officers as the Board may
from time to time elect to fill a vacancy. One person may hold more than one
office, except that the president shall not hold the office of secretary. The
terms of office shall be for two (2) years and shall expire on January 15 of the
second calendar year following the election to office, except that for any
initial officer who is also a Director whose term as Director expires on January
15, 2006, the term of office as officer shall also expire at that time unless
the Director is reappointed. Upon the expiration of the terms, each officer
shall have the right to be reappointed or reelected.
(b) All officers shall be subject to removal from office at any time by a
vote of a majority of the Board.
(c) A vacancy in any office shall be filled by a majority vote of the
directors.
Section 3.2 Powers and Duties of the President. The president shall be the chief
operating executive officer of the Corporation, and subject to the authority of
the Board, the president shall be in general charge of the properties and
affairs of the Corporation, and execute all contracts, conveyances, franchises,
bonds, deeds, assignments, mortgages, notes and other instruments in the name of
the Corporation. The President shall preside over the meetings of the
Corporation.
Section 3.3 Vice President. The vice president shall have such powers and duties
as may be prescribed by the Board and shall exercise the powers of the president
during that officer’s absence or inability to act, in their respective order.
Any action taken by the vice president in the performance of the duties of the
president shall be conclusive evidence of the absence or inability to act of the
president at the time such action was taken.
Section 3.4 Treasurer. The treasurer shall be the chief fiscal officer of the
Corporation, and shall have the responsibility to see to the handling, custody,
and security of all funds and securities of the Corporation in accordance with
these bylaws. When necessary or proper, the treasurer may endorse and sign, on
behalf of the Corporation, for collection or issuance, checks, notes, and other
obligations in or drawn upon such bank, banks or depositories as shall be
designated by the Board consistent with these bylaws. The treasurer shall see to
the entry in the books of the Corporation full and accurate accounts of all
money received and paid out on account of the Corporation. The treasurer shall,
at the expense of the Corporation, give such bond for the faithful discharge of
his/her duties in such form, and amount as the Board may require. All check
writing authority will follow all applicable City of McAllen policies concerning
authorizations, signatures and disbursements.
Section 3.5 Secretary. The secretary shall keep the minutes of all meetings of
the Board and books provided for that purpose, shall give and serve all notices,
may sign with the president in the name of the Corporation, and/or attest the
signature thereto, all contracts, conveyances, franchises, bonds, deeds,
assignments, mortgages, notes and other instruments of the Corporation, shall
have charge of the corporate books, records, documents and instruments, except
the books of account and financial records and securities, and such other books
and papers as the Board may direct, all of which shall at all reasonable times
be open to public inspection upon application at the office of the Corporation
during business hours, and shall in general perform all duties incident to the
office of secretary subject to the control of the Board.
Section 3.6 Executive Director. Unless otherwise provided by appropriate action
of the Board of Directors, the Executive Director of the Corporation will
provide administrative support services for the Corporation, and perform duties
as prescribed by the Board. The Executive Director shall not be a member of the
Board.
Section 3.7 The president and vice president shall be named from among the
members of the Board. The treasurer, secretary and any assistant secretary may,
at the option of the Board, be chosen from non members. To the extent that the
treasurer, secretary, or any assistant secretary are employees of the City they
shall not be members of the Board.
ARTICLE IV
FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 4.1 Improvement and development Plan.
(a) It shall be the duty and obligation of the Board to finance and
implement the Heart of the City plan prepared and accepted by the City
Commission of the City of McAllen, as such plan is on file with the Planning
Department of the City of McAllen subject to approval or disapproval by the City
Commission relating to Projects as defined and provided in the Articles of
Incorporation..
(b) In carrying out its obligations under subsection (a), the Corporation
shall be authorized to exercise all rights and powers granted under the Act.
(c) The Board shall periodically submit reports to the City Commission as
to the status of its activities in carrying out its obligations under this
Section.
(d) Any and all agreements between the Corporation and other parties
shall be authorized, executed, and approved, and delivered in accordance with
applicable law.
Section 4.2 Annual Corporate Budget. At least thirty (30) days prior to the
commencement of each fiscal year of the Corporation, the Board shall adopt a
proposed budget of expected revenues and proposed expenditures for the next
ensuing fiscal year. The budget shall contain such classifications and shall be
in such form as may be prescribed from time to time by the City Commission. The
budget shall not be effective until the same has been approved by the
Commission.
Section 4.3 Books, Records, Audits.
(a) The Corporation shall keep and properly maintain in accordance with
generally accepting accounting principles, complete books, records, accounts,
and financial statements pertaining to its corporate funds, activities, and
affair
(b) The Corporation shall cause its books, records, accounts, and
financial statements to be studied at least once each fiscal year by an outside,
independent auditing approved by the Board. A copy of the audit shall be
delivered to the City Manager of McAllen. Such an audit shall be at the expense
of the Corporation.
Section 4.4 Deposit and Investment of Corporation Funds.
(a) All proceeds from loans or from the issuance of notes, or other debt
instruments (“Obligations”) issued by the Corporation shall be deposited and
invested as provided in the resolution, order, indenture, or other documents
authorizing or relating to their execution or issuance. No loan or debt shall be
incurred by the Corporation except as provided for under the Articles of
Incorporation.
Section 4.5 Issuance of Obligations. No Obligations, including refunding
obligations shall be authorized or delivered by the Corporation unless the City
Commission approves such Obligations by action taken prior to the date of
initial delivery of the Obligations to the initial purchasers thereof.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1 Principal Office.
(a) The principal office and the registered office of the Corporation
shall be the registered office of the Corporation specified in the Articles of
Incorporation.
(b) The Corporation shall have and shall continually designate a
registered agent at its office, as required by the Act.
Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be the same as
the fiscal year of the City.
Section 5.3 Seal. The seal of the Corporation shall be determined by the
Board.
Section 5.4 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 is specified, at the time of its receipt by the
president or secretary. The acceptance of resignation shall not be necessary to
make it effective, unless expressly so provided in the resignation.
Section 5.5 Approval or Advice and Consent of the Commission. To the extent that
these bylaws refer to any approval by the City or refer to advice and consent by
the Commission, such advice and consent shall be evidenced by a certified copy
of a resolution, minute order or motion duly adopted by the Commission.
Section 5.6 Services of City Staff and Officers. To the extent possible, and
subject to the City Manager’s or City Commissions’ approval as applicable, the
Corporation may utilize the services and the staff employees of the City. All
requests for staff time or inquiries of staff will be requested through the City
Manager’s Office. Such services shall not materially interfere with the other
duties of such personnel of the City.
Section 5.7 Indemnification of Directors. Officers and Employees.
(a) The Corporation shall indemnify each and every member of the Board,
its officers and its employees and each member of the Commission and each
employee of the City, to the fullest extent permitted by law, against any and
all liability or expense, including attorneys fees, incurred by any of such
persons by reason of any actions or omissions that may arise out of the
sanctions and activities of the Corporation. The legal counsel for the
Corporation is authorized to provide a defense for members of the Board,
officers, and employees of the Corporation.
ARTICLE VI
EFFECTIVE DATE, AMENDMENTS
Section 6.1. Effective Date. These bylaws and any amendments hereto shall become
effective upon the occurrence of the following events:
(1) the approval of these bylaws by the City Commission; and
(2) the adoption of the bylaws by the Board.
Section 6.2 Amendments to Articles of Incorporation and Bylaws. The Articles of
Incorporation of the Corporation and these bylaws may be amended only in the
manner provided in the Bylaws, Articles of Incorporation and the Act. |
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