By-Laws

Tahoka Economic Development Corporation
Advancing the Community of Tahoka (ACT)

ARTICLE I
(Offices)

The principle offices of the Tahoka Economic Development Corporation (the “corporation) shall be at City Hall. 1612 Lockwood Street in the City of Tahoka, County of Lynn, State of Texas.

ARTICLE II
(Purpose and Powers)

Section 1. (Purpose) The corporation is incorporated for the purposes set forth in Article Four of its Articles of Incorporation, these purposes to be accomplished on behalf of the City of Tahoka, Texas, as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Article 5190.6, Vernon’s Texas Civil Statutes, As amended (“ACT”), and other applicable laws.

Section 2. (Powers) In the fulfillment of its corporate purpose, the corporation shall be governed by Section 4B of the Act and shall have all of the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law.

ARTICLE III
(Members)

            The corporation has no members and is a non-stock corporation.

ARTICLE IV
(BOARD OF DIRECTORS)

Section 1. (Number and Term of Office) The business and property of the corporation shall be managed and controlled by a board of seven (7) directors. The City Council shall appoint the Board of Directors, and at least three Directors must not be employees, officers, or members of the City Council. Each member of the Board of Directors shall serve at the pleasure of the City Council for. Term of two years, buy in any event, shall service until their successors are appointed. Following the initial appointments, places 1, 3, 5, and 7 shall be appointed in odd-numbered years and will therefore enjoy a one – year term at initial appointment in 2010 with their appointment expiring in 2011, and places 2, 4 and 6 in even-numbered years. Each member of the Board of Directors shall be a resident of the City of Tahoka. Each member of the Board of Directors shall be entitled to one vote upon the business of the Corporation.

Section 2. (Vacancies) In the case of any vacancy in the Board of Directors through death, resignation, disqualification, failure to continue to hold office as a member of the City Council, failure to maintain residency in the City, or other cause, a successor director shall be appointed by the City Council of the City of Tahoka, Texas.

Section 3. (Place of Meeting) Regular meetings of the Board of Directors shall be held within the city limits of Tahoka, Texas. A meeting of the Board of Directors for the election of officers and the transaction of such other business as may come before the meeting shall be held at the first regular meeting following August 15 of each year, unless changed by resolution of the Board of Directors. All meetings, regular or special, shall be called and held in accordance with the provisions of the Texas Open Meeting Act, Chapter 551, Texas Government Code, as amended.

Section 4. (Special Meetings) Special meetings of the Board of Directors shall be held whenever called by direction of the President, or upon written request by two directors.

Section 5. (Notice of Meetings) The Secretary shall cause notice of the time and place of holding each meeting of the Board of Directors to be given to each director. Such notice may be in writing, in person, or by telephone. Notice of each meeting shall be given to the public in accordance with the provisions of the Texas Open Meetings Act, Chapter 551, Texas Government Code, as amended.

Section 6. (Quorum) A majority of the Board of Directors shall constitute a quorum for the transaction of business.

Section 7. (Order of Business) At meetings of the Board of Directors business shall be transacted in such order as the Board may determine.

At all meetings the Board of Directors, the President, or in his absence the Vice-President, or in the absence of both of these officers, a member of the Board selected by the members present, shall preside. The Secretary of the corporation shall sit as Secretary at all meetings of the Board, and in case of his or her absence, the chairman of the meeting may designate any person to act as Secretary.

Section 8. (Contacts) No contract or other transaction between this corporation and any other corporation, person or entity shall be executed unless the majority of the Board who are present and approve by an affirmative vote such contract are persons with no interest in such other person or entity. Provided, that membership in the City Council shall not constitute and interest which shall disqualify directors from voting on contracts between this corporation and the City of Tahoka.

Section 9. (Additional Powers) In addition to the powers and authorities by these By-laws expressly conferred upon them, the Board of Directors may exercise all such powers of the corporation and do all lawful acts and things as are not by the statute or by the charter of by the By-Laws prohibited.  Without prejudice to such general powers and other powers conferred by statute, by the charter and by these By-Laws, it is hereby expressly declared the Boards of Directors shall have the following powers:

  1. To purchase or otherwise acquire for the corporation, any property, rights, or privileges which the corporation is authorized to acquire, at such price or consideration and generally on such terms and conditions as they think fit; and at their discretion to pay therefore either wholly or partly in money, notes, bonds, debentures, or other securities or contracts of the corporation as may be lawful.
  2. To create, make and issue notes, mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secures by mortgage of deed of trust or trust on any property of the corporation or otherwise, and to do every act or thing necessary to effect the same.
  3. To sell or lease the real or personal property of the corporation on such terms as the Board may see fit and to executed all deeds, leases and other conveyances or contracts that may be necessary for carrying out the purpose of this corporation.

Section 10. (Meeting Attendance) A director absent for three consecutive duly called meetings may be replaced by action of the Council.

ARTICLE V
(Officers)

Section 1. (Compensation of Directors and Officers) Directors and Officers, as such, shall not receive any salary for their services but, by Resolution of the Board, expenses incurred in the corporation’s business may be reimbursed.

Section 2. (Executive Officers) The Executive Officers of the corporation shall be a President and a Vice-President, all of whom shall be elected by and subject to the control of the Board of Directors. The Board of Directors, at each annual meeting of the Board, shall elect by a ballot a President, Vice-President, Secretary, and Treasurer. One person may hold more than one office. The Board of Directors may appoint such other officers as they may deem necessary, who hall have such authority and shall perform such duties as from the time to time may be prescribed by the Board of Directors. The City Manager shall serve as Executive Director of the corporation I the absence of a paid Executive Director of the corporation to provide administrative support services for the corporation. The Executive Director shall be a non-voting ex-officio member of the board.

Section 3. (Powers and Duties of the President) The President shall preside at all meetings of Directors. He/ She shall have power to sign and execute all contracts and instruments of conveyance in the name of the corporation, to sign checks, drafts, notes and orders for the payment of money, and to appoint and discharge agents and employees, subject to the approval of the Board of Directors. He/ She shall have general active management of the business of the corporation and shall perform all the duties usually incident to the office of the president.

Section 4. (Vice-President) The Vice-President shall have such powers and perform such duties as may be delegated to him/her by the Board of Directors. In the absence or disability of the President, the Vice-President may perform the duties and exercise the powers of the President.

Section 5. (Powers and Duties of the Secretary) The Secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; he/she shall attend to the giving and service of all notices; he/she may sign with the President, or Vice-President, in the name of the corporation, all contracts and instruments of conveyance authorized by the Board of Directors, and when so ordered by the Board of Directors; he/she shall have charge of such other books and papers as the Board of Directors or the Executive Committee may direct, all of which shall, at all reasonable times, be opened to the examination of any Director, upon application at the off of the corporation during business hours; and he/she shall, in general, perform all the duties incident to the office of Secretary, subject to be maintained and filed in the office of the City Secretary of the City. He/she shall submit such reports to the Board of Directors as may be requested by them.

Section 6. (Treasurer) The Treasurer shall have custody of all funds and securities of the corporation which may come into his/her hands; when necessary or proper, he/she shall endorse, on behalf of the corporation, for collection, checks, notes and other obligations and shall deposit the same to the credit of the corporation in such bank or depository as the Board of Directors may designate. Whenever required by the Board of Directors, he/she shall render a statement of the corporation’s cash account; he/she enter regularly in the books of the corporation, to be kept by him/her for that purpose, a full and accurate account of the corporation; he/she shall, at all reasonable times, exhibit the corporation’s books and accounts to any director of the corporation or any officer of the City of Tahoka upon application at the office of the corporation during business hours; he/she shall perform all acts incident to the position of Treasurer, subject to the control of the Board of Directors, such written statement and accounts to be maintained and rile in the office of the Director of Finance for the City.

He/she shall give a bond for the faithful discharge of his/her duties in such sum, if any, as the Board of Directors may require.

Section 7. (Additional Director Duties) Any director may be appointed by the Board as a project manager to oversee a given project with authorities as granted by the Board.

ARTICLE VI
(Corporation Seal)

No corporate seal shall be required.

ARTICLE VII
(Fiscal Year)

The fiscal year of the corporation shall begin on the first day of October and terminated on the 30th day of September in each year.

ARTICLE VIII
(Indemnity)

The corporation shall indemnify each member of the Board, its officers and employees, and each member of the City Council an employee of the City, to the applicable limits established by the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code) or other applicable law. Against all liability or expense, including attorney’s fees, incurred by reason of any action or omissions that may arise out of the functions and activities of the corporation.

ARTICLE IX
(Miscellaneous)

Section 1. (Notices and Waivers Thereof) When, under the provisions of these By-Laws, notice is required to be given to any Director or Officer, unless otherwise provided, such notice may be given personally, or it may be given in writing by depositing the same in the post office or letterbox in a postpaid envelope or postal card addressed to such Director or Officer, at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. When any notice whatsoever is required to be given by law, or by these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 2. (Negotiable Instruments) All checks, drafts, notes, or other obligations of the corporation shall be signed by such of the Officers of the corporation or by such person or persons as may be thereunto authorized by the Board of Directors. All checks shall require the signature of two persons.

Section 3. (Resignations) Any director or Officer may, at any time, resign. Such resignations shall be made in writing and shall take effect at the time of specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make effective, unless expressly so provided in the resignation.

Section 4. (Approval of the City Council) To the extent these By-Laws refer to any approval or other action to be taken by the City, such as approval or action shall be evidenced by a certified copy of a resolution, ordinance, or motion duly adopted by the City Council.

Section 5. (Organizational Control) Other than as stated herein, the City, at its sole discretion, and at any time, may alter or change the structure, organization, or activities of the corporation (including the termination of the corporation), subject to any limitation on the impairment of contracts entered into by such corporation. The forgoing notwithstanding, the City, at all times during which any indebtedness of the Corporation, the interest on which is exempt from federal income taxation, remains outstanding, will maintain a beneficial interest in the corporation.

Section 6. (Annual Audit) The Annual Audit of the corporation's books and records shall be done in conjunction with the City Audit and the audit report shall be presented to the City Council.

Section 7. (Quarterly Reports) The board shall prepare a quarterly activity report, detailing the projects and work accomplished during the previous quarter. This report shall be submitted to the City Council following the end of each quarter.

ARTICLE X
(Provisions Regarding By-Laws)

These By-Laws shall become effective only upon the occurrence of the following events:

  1. the approval of these By-Laws by the City Council of the City; and
  2. the adoption of these By-Laws by the Board of Directors.

These By-Laws may be amended at any time and from time to time either by majority voted of the Directors then in office with approval of the City or by the City, itself, at the sole discretion of the City Council.

These By-Laws shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section, or other part of these By-laws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these By-Laws and the application of such word, phrase, clause, sentence, paragraph, section, or other part of these By-Laws to any other person or circumstance shall not be affected thereby.

ARTICLE XI
(Dissolution of Corporation)

It shall not be the purpose of this corporation to engage in carrying on propaganda or otherwise attempting to influence legislation. Upon the dissolution of the corporation after payment of all obligations of the corporation, all remaining assets of the corporation shall be transferred to the City of Tahoka, Texas.

This document was adopted by the Board of Directors of Advancing the Community of Tahoka on the 13th day of August, 2010.

Tahoka EDC Final Logo-01

1807 Main Street · Tahoka, TX 79373 · Phone: 806-561-4211

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