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2025-16 R - Approving Restated Bylaws for PEDCTOWN OF PROSPER, TEXAS RESOLUTION NO. 2025-16 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, APPROVING RESTATED BYLAWS FOR THE PROSPER ECONOMIC DEVELOPMENT CORPORATION; MAKING FINDINGS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the current Restated Bylaws of the Prosper Economic Development Corporation (the "PEDC") were reviewed by the Town Council and it was determined that certain provisions in the Restated Bylaws should be amended; and WHEREAS, the Town Council in conjunction with the PEDC has reviewed the proposed amendments to the Restated Bylaws and discussed and evaluated same; and WHEREAS, attached hereto is the latest version of the Restated Bylaws and it is the desire of the Town Council to adopt the attached Restated Bylaws as the PEDC's bylaws; and WHEREAS, the attached Restated Bylaws are consistent with state law and the adoption of the Restated Bylaws is authorized by state law. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1 All of the above premises are hereby found to be true and correct legislative and factual findings of the Town of Prosper, Texas, and they are hereby approved and incorporated into the body of this Resolution as if copied in their entirety. SECTION 2 The Town Council hereby authorizes and adopts the PEDC's Restated Bylaws, attached hereto as Exhibit A and incorporated by reference, and the Town Council specifically approves said Restated Bylaws. SECTION 3 This Resolution is effective immediately upon its passage. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THIS 22ND DAY OF APRIL, 2025. David F. Bristol, Mayor ATTEST: U iuLij 2 Lmf)'S;f'Ak-k- Michelle Lewis Sirianni, Town Secretary APPROVED AS TO FORM AND LEGALITY: C�C� -J'A- Terrence S. Welch, Town Attorney Resolution No. 2025-16, Page 2 EXHIBIT A Restated Bylaws of the Prosper Economic Development Corporation Resolution No. 2025-16, Page 3 RESTATED BYLAWS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION, A TEXAS NON-PROFIT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1. Purpose. The Corporation is incorporated for the purposes set forth in Article Four of its Restated Articles of Incorporation, the same to be accomplished on behalf of the Town of Prosper, Texas (the "Town") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act, Tex. Local Govt. Code, Title 12, as amended (the "Act"), and other applicable laws. Section 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be a Type A (previously Section 4A) Corporation governed by the Act, and shall have all of the powers set forth and conferred in its Restated Articles of Incorporation, in the Act, and in other applicable law. ARTICLE II BOARD OF DIRECTORS Section 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") and, subject to the restrictions imposed by law, by the Restated Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of seven (7) directors, each of whom shall be appointed by the Town Council (the "Council") of the Town. Each of the Directors shall reside within the Town. One (1) Director shall be a member of the Town Council or the Mayor. The Town Council may, if desired, appoint one (1) additional member of the Town Council or the Mayor to be a Director, for a maximum of two (2) Directors total being members of the Town Council and/or the Mayor. (c) The length of office for the Directors shall be three (3) year terms, with the terms staggered so that two (2) Directors per year are appointed, but with three (3) Directors being appointed in every third year, as designated by the Council. (d) Any director may be removed from office by the Council at will or for cause. (e) Any vacancy shall be filled by appointment by the Council and the appointee shall serve for the remaining portion of the term for which their predecessor in office was appointed. Section 2. Meetings of Directors_ The directors may hold their meetings at such place or places in the Town as the Board may from time to time determine; provided, however, in the BYLAWS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION — Page l absence of any such determination by the Board, the meetings shall be held at the registered office of the Corporation as specified in the Restated Articles of Incorporation. Section 3. Notice or Meetings (a) Regular meetings of the Board shall be held without the necessity of written notice to the 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, by the secretary, by a majority of the directors, by the Mayor of the Town, or by a majority of the Town Council. Nothing contained in this Section 3 shall negate the notice requirements contained in Section 4 hereafter. (b) The secretary shall give notice to each director of each Special Meeting in person or by mail, telephone or telegraph, at least seventy-two (72) hours before the meeting. However, if the Special Meeting is for an emergency in accordance with Section 551.045 of the Texas Government Code, as amended, such notice shall be given to each director 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. (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 where a director attends 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 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 said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 4. Open Meetings Act All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meetings Act, Tex. Govt. Code Chapter 551, as amended. Section 5. Quorum. A total of four (4) the directors shall constitute a quorum for the conduct of the official business of the Corporation, including during any period(s) where there is any vacancy(ies) on the Board. The act of a majority of the 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 act of a greater number is required by law. Section 6. Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with customary practice of the Board, or if existing, BYLAWS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION — Page 2 rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. (c) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 7. Committees of the Board. The Board, by written resolution, may create any committee and delegate to such committee(s) such authority as the Board deems necessary or desirable, provided that such delegation is specified in written resolution duly adopted by the Board. Anything to the contrary contained herein notwithstanding, 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 8. Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Section 9. Ex-Officio Members. The Town Manager or his designee may attend all meetings of the Board of Directors or Committees, including executive, private or public. The representative shall not have the power to vote in the meetings he attends; however, he shall have the right to take part in any discussion. ARTICLE III OFFICERS Section 1. Titles and Term 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 or appoint. One person may hold more than one office, except that the same person shall not serve as both president and secretary. Terms of office shall be one (1) year with the right of an officer to be reelected. Officers shall be elected by the Board at the first meeting of the Board following the annual appointment of Director(s) by the Town Council. (b) The president, vice president, and the secretary shall be elected from among the members of the Board. The treasurer and any assistant secretaries or assistant treasurers may, at the option of the Board, be persons other than members of the Board if such persons are employees of the Town or the Corporation. (c) All officers shall be subject to removal from office at any time by a vote of a majority of the entire Board. BYLAWS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION — Page 3 (d) A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. Section 2. Powers and Duties of the President. The president shall be the chief executive officer of the Corporation, and, subject to the paramount authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, shall preside at all meetings of the Board, and may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. Section 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. 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 4. Treasurer. The treasurer shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these Restated 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 or banks or depositories as shall be designated by the Board consistent with these Restated Bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies 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 duties in such form and amount as the Board or the Council may require. Upon written resolution approved by the Board, the treasurer may delegate daily administrative and bookkeeping tasks to an assistant treasurer. Section 5. Secretary. The secretary shall keep the minutes of all meetings of the Board in 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 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. Upon written resolution approved by the Board, the secretary may delegate daily administrative and notice -giving tasks to an assistant secretary. Section 6. Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Other officers may be compensated as directed by the Board. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. General Development Plan. BYLAWS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION — Page 4 (a) The Board shall research, develop, prepare, and submit to the Council for its approval, an economic development plan for the Town, which shall include proposed methods and the expected costs of implementation. The plan shall include both short-term and long-term goals for the economic development of the Town, proposed methods for the elimination of unemployment and underemployment, and the promotion of employment, through the expansion and development of a sound industrial, manufacturing, and retail base within the Town. (b) The Board shall review and update the plan each year prior to submission of the annual budget required by other provisions of these bylaws. Section 2. Annual Co_ rpvrate Budget. At least 60 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 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 Town Manager for inclusion with the annual budget submitted to the Council. The budget shall not be effective until the same has been approved by the Council. Section 3. Books. Records. Audits. (a) 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. (b) At the direction of the Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the Town. In such event, the Corporation shall pay to the Town reasonable compensation for such services. (c) The Corporation, at its own expense, shall cause its books, records, accounts and financial statements to be audited at least once each fiscal year by an outside, independent auditing and accounting firm. Such auditing and accounting firm may not perform the Corporation's annual audit for more than five (5) consecutive years. The report of the audit, with the auditor's recommendations, will be made to the Town Council. Upon completion of the audit, copies of the Independent Auditor's Report and Annual Financial Report will be made available in the office of the person performing the duties of Town Secretary, as a public record. Section 4. Deposit and Investment of Co orate Funds. (a) All proceeds from the issuance of bonds, 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 the issuance. (b) All other monies of the Corporation shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the Town. The Board shall designate the accounts and depositories to be created 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 the Town Manager. The accounts reconciliation and BYLAWS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION — Page 5 investment of such funds and accounts shall be performed by the Finance Department of the Town. The Corporation shall pay reasonable compensation for such services to the Town. Section 5. Expenditures of Corporate Money; Other Corporate Acts; Quarterly Meetings with Town Council. (a) The monies of the Corporation, including, but not limited to, sales and use taxes collected pursuant to the Act, monies derived from the repayment of loans, rents received from the lease or use of property, proceeds from the investment of funds of the Corporation, proceeds from the sale of property, and proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (1) Previously budgeted and authorized expenditures of less than $100,000.00 do not require any additional approval from the Town Council; (2) The Corporation shall not purchase, sell, lease or otherwise convey real property, or any interest in real property, without the written approval of the Town Council; (3) The Corporation shall not enter into any economic development incentive or performance agreement, including but not limited to any agreement for financial incentives, ad valorem tax rebates, sales tax rebates, and/or the issuance of bonds or other obligations, without the written approval of the Town Council; (4) The Board or a representative of the Board shall meet quarterly with the Town Council in closed session to report on the Board's economic development incentives and land acquisition activities, and all matters incident and related thereto, and the timing of such meeting shall be at the Town Council's discretion. (b) Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations may be used for the purposes of financing or otherwise providing one or more "Projects," as defined in the Act. The specific expenditures shall be described in an resolution or order of the Board and shall be made only after the approval thereof by the Town Council; (c) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 2 of this Article. Section 6. Issuance of Obligation . No Obligations, including refunding Obligations, shall be sold and delivered by the Corporation unless the Council shall approve such Obligations by action taken no more than 60 days prior to the date of sale of the Obligations. Section 7. Staff. The Corporation shall have explicit power to employ, terminate, set compensation and direct the activities of the Director of the Corporation. The Director serves at the pleasure of the Board and may employ, terminate, set compensation and direct the activities of additional staff as approved by the Board and provided in the Corporation's approved budget. BYLAWS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION — Page 6 ARTICLE V MISCELLANEOUS PROVISIONS Section 1. Principal Office. (a) The principal office of the Corporation shall be the registered office of the Corporation specified in the Restated Articles of Incorporation. (b) The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Act. Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the Town. Section 3. Seal. The seal of the Corporation shall be as determined by the Board. Section 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 be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5. Approval or Advice and Consent of the Council. To the extent that these Restated Bylaws refer to any approval by the Town or the Council or refer to advice and consent by the Council, such approval, or advice and consent, shall be evidenced by a certified copy of a resolution, order, or motion duly adopted by the Council. Section 6. Services of Town Staff and _officers. Subject to approval from the Town Manager, the Corporation shall have the right to utilize the services of the Town Attorney, the Town Secretary, and the Finance Department of the Town, provided (i) that the Corporation shall pay reasonable compensation to the Town for such services, and (ii) the performance of such services does not materially interfere with the other duties of such personnel of the Town. Section 7. Indemnification of Directors, Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its officers, and its employees, and each member of the Council and each employee of the Town, to the fullest extent permitted by law, against any and all liability or expense, including attorney's fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. BYLAWS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION — Page 7 ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 1. Effective Date. These Restated Bylaws shall become effective upon the occurrence of the following events: (a) the adoption of these Restated Bylaws by the Board; and/or (b) the approval of these Restated Bylaws by the Town Council. Any references to the Corporation's "Bylaws" within documents of the Corporation shall mean these Restated Bylaws, as they exist or may be amended. Section 2. Amendments to Restated Articles of Incorporation and Restated Bylaws. The Restated Articles of Incorporation of the Corporation and these Restated Bylaws may be amended only in the manner provided in the Restated Articles of Incorporation and the Act. APPROVED BY THE TOWN OF PROSPER: r David Bristol, Mayor Effective Date: April 22, 2025 BYLAWS OF THE PROSPER ECONOMIC DEVELOPMENT CORPORATION — Page 8