Loading...
11/19/1998-4A-Agenda Packet-RegularAGENDA 4A CORPORATION THURSDAY, NOVEMBER 19,1998 7:00 PM 201 BOLIVAR 1. Discuss and Possible Action on Appointment of Officers. 2. Consider and Possible Action on Proposed By -Laws. 3. Any Other Such Matters. 4. Adjourn. L"_ ckaL Rosalie Chavez, City Seck&ary Dat6 add Time Posted Memorandum C1 To: Frank Ballard Mike James Carroll McNeill Joe Skiles Garland Thornton From: Jack Smith Date: November 12, 1998 Subject: Articles of Incorporation & By -Laws Included you will find a copy of the "Articles of Incorporation" that have been filed with the Secretary of State office for your files. Also you will find a set of By -Laws that I give to you only as a guide. ARTICLES OF INCORPORATION OF THE SANGER TEXAS INDUSTRIAL DEVELOPMENT CORPORATION WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age, and each of whom is a qualified elector of the City of Sanger, Texas, which is a general law city, acting as incorporators of a public instrumentality and nonprofit development corporation (the "Corporation") under the " Development Corporation Act of 1979" , with the approval of the governing body of the City of Sanger, Texas, as evidenced by the Resolution attached hereto and made a part hereof for all purposes, do hereby adopt the following Articles of Incorporation for the Corporation: Article 1 The name of the corporation is the SANGER TEXAS INDUSTRIAL DEVELOPMENT CORPORATION. Article 2 The Corporation is a nonprofit corporation specifically governed by Section 4A of the Development Corporation Act of 1979 Texas Revised Civil Statutes Annotated Art. 5190.6. Article 3 The period of duration of the Corporation is perpetual. Article 4 The Corporation shall be governed by Section 4A of the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes. The Corporation is organized exclusively for the purposes of benefiting and accomplishing public purposes of, and to act on behalf of, the City of Sanger, Texas, and the specific purposes for which the Corporation is organized and may issue bonds on behalf of the City of Sanger, Texas, for the promotion and development of commercial, industrial, and manufacturing enterprises, to promote and encourage employment and the public welfare, pursuant to the Development Corporation Act of 1979. The Corporation is a constituted authority and a public instrumentality within the meaning of the regulations of the United States Treasury Department and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1954, as amended, and the Corporation is authorized to act on behalf of the City of Sanger, Texas, as provided in these Articles of Incorporation. However, the Corporation is not a political subdivision or political corporation of the State of Texas within the meaning of its constitution and laws, including without limitation Article I11, Section 52, of said constitution, and no agreements, bonds, debts, or obligations of the Corporation are or shall ever be deemed to be the agreements, bonds, debts, or obligations, or the lending of credit, or a grant of public money or thing of value, of or by the City of Sanger, Texas, or any other political corporation, subdivision, or agency of the State of Texas, or a pledge of faith and credit of any of them. Article 5 The Corporation has no members and is a nonstock corporation. Article 6 These Articles of Incorporation may at any time and from time to time be amended as provided in the Development Corporation Act of 1979 so as to make any changes therein and add any provisions thereto which might have been included in the Articles of Incorporation in the first instance. Any such amendment shall be effected in either of the following manners: (1) the members of the board of directors of the Corporation shall file with the governing body of the City of Sanger, Texas a written application requesting approval of the amendments to the Articles of Incorporation, specifying in such application the amendments proposed to be made, such governing body shall consider such application and, if it shall by appropriate resolution duly fmd and determine that it is advisable that the proposed amendments be made and shall approve the form of the proposed amendments, then the board of directors of the Corporation may amend the Articles of Incorporation by adopting such amendments at a meeting of the board of directors and delivering articles of amendment to the Secretary of State, or (2) the On body of the City of Sanger, Texas may, at its sole discretion, and at any time, amend these Articles of Incorporation, and alter or change the structure, organization, program, or activities of the Corporation, or terminate or dissolve the Corporation (subject to the provisions of the Development Corporation Act of 1979, and subject to any limitation provided by the constitution and laws of the State of Texas and the United States of America on the impairment of contracts entered into by the Corporation) by written resolution adopting, the dissolution at a meeting of the governing body of the City of Sanger, Texas and delivering articles of amendment or dissolution to the Secretary of State, as provided in the Development Corporation Act of 1979. Restated Articles of Incorporation may be filed with the Secretary of State as provided in the Development Corporation Act of 1979. Article 7 The street address of the initial registered office of the Corporation is 201 Bolivar Street, Sanger, Texas, 76266, and the name of its initial registered agent at such address is Jack L. Smith. Article 8 The affairs of the Corporation shall be managed by a board of directors which shall be composed in its entirety of persons appointed by the governing body of the City of Sanger, Texas. The number of directors constituting the initial board of directors is five (5). The names and street addresses of the persons who are to serve as the initial directors are as follows: Directors and Addresses: Frank Ballard 12542 Rector Rd Sanger, Texas 76266 Joe Skiles 400 Bolivar, Suite 301 Sanger, Texas 76266 Mike James 1002 Bolivar Sanger, Texas 76266 Carroll McNeill 701 Denton Sanger, Texas 76266 Garland Thornton 625 Mimosa Drive Denton, Texas 76201 Subsequent to the initial directors and subsequent to the date of the Amendment of this Article 8, the number of directors managing the affairs of the Corporation shall be five (5) and serve at the pleasure of the City Council of the City of Sanger, Texas. Directors are removable by the governing body of the City of Sanger, Texas for cause or at will. The directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses incurred in the performance of their duties as directors . Any vacancy occurring on the board of directors through death, resignation, or otherwise, shall be filled by appointment by the governing body of the City of Sanger, Texas. Article 9 The name and address of each incorporator is: 1. Tommy Kincaid 603 Houston Sanger, Texas 76266 2. Jerry Jenkins 2507 Chippewa Sanger, Texas 76266 3. Alice Madden 112 Kathran Drive Sanger, Texas 76266 4. Mike R. James 1002 Bolivar Street Sanger, Texas 76266 5. Glenn Ervin 208 N. 10th Street Sanger, Texas 76266 6. Carroll McNeill 701 Denton Street Sanger, Texas 76266 Article 10 The City of Sanger, Texas has specifically authorized the corporation by Resolution to act on its behalf to further the public purpose or purposes stated in the Resolution and these Articles of Incorporation and the City of Sanger, Texas has by said Resolution approved these Articles of Incorporation. A copy of said Resolution is attached to these Articles of Incorporation and made a part hereof for all purposes. Article 11 No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses shall be distributed to or inure to the benefit of its directors or officers or any individual, firm, corporation, or association, except that in the event the board of directors shall determine that sufficient provision has been made for the full payment of the expenses, bonds, and other obligations of the Corporation, then any net earnings of the Corporation thereafter accruing shall be paid to the City of Sanger, Texas. No part of the Corporations activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Article 12 If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal, or mixed, such funds or property or rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the City of Sanger, Texas after satisfaction or provision for satisfaction of debts and claims IN WITNESS THEREOF, we have set our hands, this day of �r✓ ,1998. STATE OF TEXAS COUNTY OF DENTON BEFORE ME, a notary public, on this day personally appeared Tommy Kincaid, Gerald H. Jenkins, Alice Madden, C.G. McNeill, Glenn Ervin, Mike James known to me to be the persons whose names are subscribed to the foregoing and, being by me duly sworn, severally declared that the statements therein contained are true and correct. Given under my hand and seal of office this 26 th day of October, 1998. " " ROSALIE M. CHAVEZ ,<., a" �; NOTARY PUBLIC g STATE OF TEXAS My Commission Expires 3.31-2001 L'J" g""a' / Notary Public, State of Te s My Commission Expires: BYLAWS OF SANGER TEXAS INDUSTRIAL DEVELOPMENT CORPORATION A NON-PROFIT CORPORATION SANGER, TEXAS SECTION I OFFICES 1.01 Registered Office and Registered Agent The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent, whose office is identical with such registered office, as required by the Texas Development Corporation Act of 1979. The Board of Directors may, from time to time, change the registered agent and/or the address of the registered office, provided that such change is appropriately reflected in these Bylaws and in the Articles of Incorporation. The corporation and the registered office of the corporation are located at 201 Bolivar Street, Sanger, Texas 76266. The registered agent of the corporation at such office shall be the City Administrator of the City of Sanger. 1.02 Principal Office The principal office of the corporation in the State of Texas shall be located in the City of Sanger, County of Denton, and it may be, but need not be, identical with the registered office of the corporation. SECTION II PURPOSES 2.01 Purposes The corporation is incorporated for the purposes set forth in its Articles of Incorporation, the same to be accomplished on behalf of the Sanger Industrial Development Corporation, Texas (the "Corporation") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Article 5190.6. Vemons Ann. Civ. St., as amended (the "Act"), and other applicable laws, and organized under Section 4A of the Act. The purpose of the Sanger Industrial Development Corporation is to promote, assist, and enhance economic development in accordance with the Texas Development Corporation — Act of 1979.E Any project, as defined by such Act, which shall be undertaken by the corporation, may include in such costs, the maintenance and operating costs of s ch project. SECTION III MEMBERS 3.01 Members The corporation shall have no members or issue any stock. SECTION IV BOARD OF DIRECTORS 4.01 Board of Directors The business and affairs of the corporation and all corporate powers shall be exercised by or under authority of the Board of Directors ( the 'Board"), appointed by the governing body of the Sanger Industrial Development Corporation, and subject to applicable limitations imposed by the Texas Development Corporation Act of 1979, the Articles of Incorporation, and these Bylaws. The Board may, by contract, resolution, or otherwise, give general or limited or special power and authority to the officers and employees of the corporation to transact the general business of any special business of the corporation, and may give powers of attorney to agents of the corporation to transact any special business requiring such authorization. 4.02 Number and Qualifications The authorized number of Directors of this Board shall be five (5). The City Council shall appoint the Directors of the corporation. 4.03 Tenure The term of office for the Directors shall be at the pleasure of the City Council. Directors shall be removable at any time by a majority vote of a quorum present of the City Council of the City of Sanger, Texas. 4.04 Vacancies Any vacancy occurring shall be filled by appointment by the vote of a majority of a quorum present of the City Council of the City of Sanger, Texas. 4.05 Meetings Regular meetings of the Board shall be held on the fourth Monday in each month at 7:00 P.M. in the Council Chambers of the City of Sanger, Texas. All meetings of the Board shall provide notice thereof as provided and set forth in Chapter 551 , Texas Government Code, " Texas Open Meetings Act'. Any member of the Board may request that an item be placed on the agenda by delivering the same in writing to the Secretary of the Board no later than three (3) days ( 72 hours) prior to the date of the Board meeting. The President of the Board shall set special meeting dates and times. The annual meeting of the Board of Directors shall be held in October of each year at a place and time to be determined by the Board. Notice of any meeting shall be given to the public in accordance with the requirements of the Texas Open Meetings Act. The notice shall contain information regarding the particular time, date, and location of the meeting and the agenda to be considered. All meetings shall be conducted in accordance with the Texas Open Meetings Act. 4.06 Quorum For the purposes of convening a meeting, a simple majority of the appointed Directors then serving on the Board shall constitute a quorum. For purposes of transacting the business of the corporation at any meeting, a simply majority of the appointed Directors shall constitute a quorum. If there is an insufficient number of Directors present to convene the meeting, the presiding officer shall adjourn the meeting. 4.07 Compensation The duly appointed members of the Board shall serve without compensation, but shall be reimbursed for actual or commensurate cost of travel, lodging and incidental expenses while on official business of the Board in accordance with State law. 4.08 Voting-, Action of the Board of Directors Directors must be present in order to vote at any meeting, unless otherwise provided in these Bylaws or in the Articles of Incorporation or as required by law. The act of a majority of the Directors present at any meeting for which a quorum is present shall be the act of the Board of Directors. In the event that a Director is aware of a conflict of interest or potential conflict of interest, with regard to any particular vote, the Director shall bring the same to the attention of the meeting and shall abstain from the vote. Any conflict of interest shall be determined according to the standards of Chapter 171, Texas Local Government Code or as amended. In the event Chapter 171 of the Local Government Code shall apply, the Director shall disclose the relationship as required by Section 171.004 of the Local Government Code and shall abstain from voting. 4.09 Board's Relationship with City Council In accordance with State law, the City Council shall require that the Sanger Industrial Development Corporation be responsible to it for the proper discharge of its duties assigned in this article. All policies and actions for program administration shall be submitted for Council approval, and the Board shall administer said programs accordingly. SECTION V OFFICERS 5.01 Officers of the Corporation The elected officers of the corporation shall be a President, Vice President, Secretary and Treasurer. The Board may resolve to elect one or more Assistant Secretaries or one or more Assistant Treasurers as it may consider desirable. Such officers shall have the authority and perform the duties of the office as the Board may from time to time prescribe or as the Secretary or Treasurer may from time to time delegate to his/her respective assistant. Any two (2) or more offices may be held by the same person, except the office of President. 5.02 Selection of Officers The initial Officers shall be elected by the Board and shall serve until the Board elects to select new officers. Vacancies in any office which occur by reason of death, resignation, disqualification, removal, or otherwise, may be filled by the Board of Directors. 5.03 President The President shall be the presiding officer of the Board with the following authority: 1. Shall preside over all meetings of the Board. 2. Shall have the right to vote on all matters coming before the Board. 3. Shall have the authority, upon notice to the members of the Board, to call a special meeting of the Board when, in his/her judgment, such meeting is required, subject to provisions of the Texas Open Meeting Act. 4. Shall have the authority to appoint standing committees to aid and assist the Board in its business undertakings or other matters incidental to the operation and functions of the Board. 5. Shall have the authority to appoint ad hoc committees which may address issues of a temporary nature of concern or which have a temporary affect on the business of the Board. In addition to the above mentioned duties, the President shall sign with the Secretary of the Board any deed, mortgage, bonds, contracts, or other instruments which the Board of Directors has approved and unless the execution of said document has been expressly delegated to some other officer or agent Of the corporation by appropriate Board resolution, by a specific provision of these Bylaws, or by statute. In general, the President shall perform all duties incident to the office, and such other duties as shall be prescribed from time to time by the Board of Directors. 5.04 Vice President In the absence of the President or in the event of his/her inability to act, the Vice President shall perform the duties of the President. When so acting, the Vice President shall have an power of and be subject to all the same restrictions as upon the President. The Vice President shall also perform other duties as from time to time may be assign to him/her by the President. 5.05 Secretary The Secretary shall keep, or cause to be kept, at the registered office a record of the minutes of all meetings of the Board and of any committees of the Board. The Secretary shall also file a copy of said minutes with the City and the same to be given, in accordance with the provisions of these Bylaws, or as required by the Texas Open Meetings Act or the Texas Open Records Act or other applicable law. The Secretary shall be custodian of the corporate records and seal of the corporation, and shall keep a register of the mailing address and street address; if different, of each Director. 5.06 Treasurer The Treasurer shall be bonded for We faithful discharge of his/her duties in the amount of $ 20,000.00. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation. The Treasurer shall receive and give receipt for money due and payable to the corporation from any source whatsoever, and shall deposit all such moneys in the name of the corporation in such bank, trust corporation, and/or other depositories as shall be specified in accord with Section VI of these Bylaws. The Treasurer shall, in general, perform all the duties incident to that office and such other duties as from time to time may be assigned to him/her by the President of the Board. 5.07 Assistant Secretaries and Assistant Treasurers The Assistant Secretaries and Assistant Treasurers, if any, shall„ in general, perform such duties as may be assigned to them by the Secretary or the Treasurer, or by the President or the Board of Directors. 5.08 Contracts for Services The corporation may, with approval of the City Council, contract with any qualified and appropriate person, association, corporation or governmental entity to perform and discharge designated tasks which will aid or assist the Board in the performance of its duties. This shall include the right to contract for promotional purposes as may be defined by the Development Corporation Act of 1979, subject to any limitations contained in the Act. SECTION VI FINANCIAL ADMINISTRATION The corporation shall contract with the City for financial and accounting services. The corporation's financing and accounting records shall be maintained according to the following guidelines: 6.01 Fiscal Year The fiscal year of the corporation shall begin on October 1 and end September 30 of the following year. 6.02 Budget A budget for the forthcoming fiscal year shall be submitted to and approved by the Board of Directors and the City Council of the City of Sanger. The Board of Directors shall submit the budget in accordance with the annual budget preparation schedule as set forth by the City Administrator. The budget shall be submitted to the City Administrator for inclusion of it in the annual budget presentation to the City Council . The budget proposed for adoption shall include the projected operating expenses and such other budgetary information as shall be useful to or appropriate for the Board of Directors and the City Council of the City of Sanger. 6.03 Contracts As provided in Section V above, the President and Secretary shall execute any contracts or other instruments which the Board has approved and authorized to be executed, provided, however, that the Board may by appropriate resolution, authorize any other officer or officers or any other agent or agents to enter into contract or execute and deliver any instrument in the name and on behalf of the corporation. Such authority may be confined to specific instances or defined in general terms. When appropriate, the Board may grant a specific or general power of attorney to carry out some action on behalf of the Board, provided, however, that no such power of attorney may be granted unless an appropriate resolution of the Board authorizes the same to be done. 6.04 Checks and Drafts All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed or bear the facsimile of any two of the directors of the corporation. 6.05 Deposits All funds of the Sanger Industrial Development Corporation shall be deposited on a regular basis to the credit of the corporation in a depository which shall be selected following procedures and requirements for selecting a depository as set forth in Chapter 105 of the Local Government Code or the depository of the City of Sanger, may be utilized. 6.06 Gifts The Sanger Industrial Development Corporation may accept on behalf of the corporation any contribution, gift, bequest, or device for the general purpose or for any special purposes of the corporation. 6.07 Purchasing All purchasing and contracts executed by the corporation shall be made in accordance with the requirements of the Texas Constitution and Statutes of the State of Texas. 6.08 Investments Temporary and idle funds which are not needed for immediate obligations of the corporation may be invested in accordance with the following investment policy. Investment Policy for the Sanger Industrial Development Corporation Whereas, the Public Funds Investment Act of 1995 requires each municipality to adopt rules and guidelines for the investment of public funds; and Whereas, such rules and guidelines should specify the type, length and strategy for each fund as well as the authority for officers and employees responsible for the investment of such funds. 6.08 - 1.0 Scope This investment policy applies to all financial assets of the Sanger Industrial Development Corporation. These funds are accounted for in the City of Sanger's Comprehensive Annual Financial Audit. 6.08 -2.0 Statement of Cash Management Philosophy: The Sanger Industrial Development Corporation shall maintain a comprehensive cash management program to include the effective collection of all accounts receivable, the prompt deposit of receipts to the Corporations bank accounts, the payment of obligations so as to comply with state law and in accord with vendor invoices and the prudent investment of idle funds in accordance with this policy. 6.08 -3.0 Obiective: The primary objectives, in priority order, of the Sanger Industrial Development Corporation's investment activities shall be: 3.1 Safety: Safety of principal is the foremost objective of the investment program. Investments of the Sanger Industrial Development Corporation shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. 3.2 Liquidity: The Sanger Industrial Development Corporation's investment portfolio will remain sufficiently liquid to enable the Sanger Industrial Development Corporation to meet all operating requirements which might be reasonably anticipated. 3.3 Return on investments: The Sanger Industrial Development Corporation's investment portfolio shall be designed with the objective of attaining a rate of return throughout budgetary and economic cycles, commensurate with the Sanger Industrial Development Corporation's investment risk constraints and the cash flow characteristics of the portfolio. 6.08 -4.0 Delegation of Authority: Management responsibility for the investment program is hereby delegated to the investment officer, who shall establish written procedures for the operation of the investment program consistent with this investment policy. Procedures should include reference to: safekeeping, wire transfer agreements, banking service contracts and collateral/depository agreements. Such procedures shall include explicit delegation of authority to persons responsible for investment transactions. No person may engage in an investment transaction except as provided under the term of this policy and the procedures established by the investment officer. The investment officer shall be responsible for all transactions undertaken and shall establish a system of controls. 6.08 -5.0 Authorized Investments: Sanger Industrial Development Corporation funds may be invested in the following securities: 1. Collateralized or fully insured money market accounts. 2. Collateralized or fully insured certificates of deposit. 3. U.S. Treasury bills, notes or bonds. 4. Direct obligations of the State of Texas or its agencies and instrumentality's. 6.08 - 6.0 Qualifying Institutions: Investments may be made through or with the following institutions: 1. Federally insured banks located in the State of Texas. 2. Primary government security dealers reporting to the Market Reports Division of the Federal Reserve Bank of New York. 6.08 -7.0 Collateralization: The Sanger Industrial Development Corporation will accept as collateral for its money market accounts, certificates of deposit and other evidence of deposit the following securities: 1. F.D.I.C. coverage. 2. U.S. Treasury bills. 3. State of Texas bonds. 4. Other obligations of the United States, its agencies or instrumentality's. 5. Bonds issued by other Texas government entities ( Corporation, county, school or special districts) with a remaining maturity of twenty years or less. Securities pledged as collateral must be retained in a third party bank in the State of Texas and the Corporation shall be provided with the original safekeeping receipt on each pledged security. The Corporation, financial institution and the safekeeping bank shall operate in accordance with a master safekeeping agreement signed by all three parties. The Corporation's investment officer must approve release of collateral in writing prior to its removal from the safekeeping account. The financial institution with which the Corporation invests and/or maintains other deposits shall provide monthly, or as requested by the Corporation, a listing of the collateral pledged to the Corporation, marked to current market prices. The listing shall include total pledged securities itemized by: l . Name, type and description of security. 2. Safekeeping receipt number. 3. Par value. 4. Current market value. 5. Maturity date. 6. Moody's or Standard and Poors rating ( both if available) 6.08 -8.0 General Government Practices All investment transactions shall be documented by the investment officer. The investment officer may make investments orally but shall follow promptly with a written confirmation to the financial institution or dealer with a copy of such confirmation retained in the Corporation's files. 6.08 -9.0 Investment Policy: It is the policy of the Sanger Industrial Development Corporation to invest public funds in a manner which will provide the highest investment return with the maximum security while meeting the daily cash flow demands of the entity and conforming to all state and local statutes governing the investment of public funds. 6.09 Bonds: Any bonds issued by the corporation shall be in accordance with the statute governing this corporation but, in any event, no bonds shall be issued without approval of the Sanger City Council after review and comment by the City's bond counsel and financial advisor. SECTION VI[ BOOKS AND RECORDS 7.01 Books and Records The corporation shall keep correct and complete books and records of all actions of the corporation, including books and records of account and the minutes of meetings of the Board of Directors and of any committee having any authority of the Board and to the city council. All books and records of the corporation may be inspected by Directors of the corporation or his/her agent or attorney at any reasonable time; and, any information which may be designated as public information by law shall be open to public inspection at any reasonable time. The Texas open Records Act and Open Meetings Act shall apply to disclosure of public information. The Board of Directors shall provide for an annual financial audit to be performed by a competent independent audit firm employed by the City Council for the Corporation's audit. 7.02 Monthly Reports The corporation shall Provide monthly summaries of anticipated projects, proposed dispersal of funds, and funds that are dispersed. SECTION VIII SEAL 8.01 -Seal The Board of Directors may obtain a corporate seal which shall bear the words "Corporate Seal of the Sanger Industrial Development Corporation" . The Board may thereafter use the corporate seal and may later alter the seal as necessary without changing the corporate name, but these Bylaws shall not be construed to require the use of the corporate seal. SECTION IX PROGRAM 9.01 Authorization The corporation shall carry out its program subject to its Articles of Incorporation and these Bylaws, and such resolutions as the Board may from time to time authorize. 9.02 Program The program of the Sanger Industrial Development Corporation shall be to assist, stimulate, and enhance economic development in Sanger, Texas, subject to applicable State and Federal law, these Bylaws, and the Articles of Incorporation. SECTION X n► ��ry:�;z� : rr: r ; r� These Bylaws may be amended or repealed and new Bylaws may be adopted by an affirmative two-thirds (2/3) majority vote of the number of authorized Directors then serving on the Board, at any regular or any special meeting of the Directors held for such specific purpose, and the notice requirements stated herein above regarding regular or special meetings shall apply. A majority of the Directors of the Corporation present at an annual meeting of the Board may, amend or repeal and institute new Bylaws, provided that at least ten (10) days prior to the annual meeting, written notice setting forth the proposed action shall have been given the Directors, and public notice regarding such action given according to the requirements of the Texas Open Meetings Act and Open Records Act. Notwithstanding the foregoing, no amendment shall become effective unless the City Council approves the amendment. SECTION XI DISSOLUTION 11.01 Dissolution The corporation shall be dissolved according to the provisions contained in the appropriate sections of the Texas Development Corporation Act of 1979, as amended. SECTION XII WDENMTY 12.01 Indemnity The Board Of Directors shall authorize the corporation to pay or reimburse any current or former Director or Officer of the corporation for any costs, expenses, fines, settlements, judgments, and other amounts, actually and reasonably incurred by such person in any action, suit, or proceeding to which he/she is made a party by reason of holding such position as Director or Officer; provided, however, that such Director or Officer shall not receive such indemnification if he/she be finally adjudicated in such instance to be liable for misconduct in office. The indemnification herein provided shall also extend to good faith expenditures incurred in anticipation of or preparation for threatened or proposed litigation. The Board of Directors may, in proper causes, extend the indemnification to cover the good faith settlement of any such action, suit, or proceedings, whether formally instituted or not. Furthermore, the corporation agrees to indemnify and hold harmless and defend the Sanger Industrial Development Corporation, its officers, agents, and its employees, from and against all claims and suits or damages, injuries to persons (including death), property damages (including loss or use), and expenses (including court costs and attorney fees), arising out of or resulting from the corporation's work and from any liability arising out of or in connection with the Sanger Industrial Development Corporation or its officers, agents, or employees entry upon said property, common, constitutional, or statutory law, or based on whole or in part upon the negligent or intentional acts or omissions of the corporation, its officers, agents, employees, subcontractors, licensees, invitees, or trespassers or based in whole or in part upon the negligent acts or omissions of the Sanger Industrial Development Corporation, its officers, agents, employees, licensees, or invitees. The corporation agrees to waive any and all claims it may have against the Sanger Industrial Development Corporation corrected with, resulting from, or arising out of claims and suits covered by this indemnification provision and agrees that any insurance carver involved shall not be entitled to subrogation under any circumstances against the Sanger Industrial Development Corporation, its officers, agents, and employees. SECTION XIII MISCELLANEOUS 13.01 Relation to Articles of Incorporation These Bylaws are subject to and governed by the Articles of Incorporation. 13.02 Effective Date These Bylaws shall be effective upon the adoption by the Board of Directors of the Sanger Industrial Development Corporation and the approval of the City Council of the City of Sanger, Texas.