Res. 96-26 Creation of PEDC BylawsCITY OF PROSPER, TEXAS RESOLUTION NO. 9 6— 2 6
A RESOLUTION FOR THE CITY OF PROSPER, TEXAS AUTHORIZING
THE CREATION OF PROSPER'S ECONOMIC DEVELOPMENT
CORPORATION; APPROVING THE ARTICLES OF INCORPORATION;
AND APPROVING THE BYLAWS OF THE CORPORATION
WHEREAS, the City Council of the City of Prosper, Texas ("City Council") finds that the
present and prospective right to gainful employment and general welfare of the people of Prosper,
Texas ("Prosper") require as a public purpose the promotion and development of new and
expanded business enterprises; and
WHEREAS, the City Council finds that the existence, development, and expansion of
to
business, commerce, and industry are essential to the economic growth of Prosper and to the full
employment, welfare, and prosperity of its citizens; and
WHEREAS, the City Council finds that the means and measures authorized by this
Resolution and the assistance provided in this Resolution, especially with respect to financing, are
in the public interest and serve a public purpose of Prosper in promoting the welfare of the
citizens of Prosper economically by the securing and retaining of business enterprises and the
resulting maintenance of a higher level of employment, economic activity, and stability; and
WHEREAS, the City Council finds that community industrial development corporations in
Texas have themselves invested substantial funds in successful industrial development projects
■
and have experienced difficulty in undertaking such additional projects by reason of the partial
inadequacy of their own funds or funds potentially available from local subscription sources and
by reason of limitations of local financial institutions in providing additional and sufficiently
sizable first mortgage loans; and
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WHEREAS, -the City Council finds that communities in Prosper are at a critical _
disadvantage in competing with communities in other [cities] states for the location or expansion
of such enterprises by virtue of the availability and prevalent use in all other [cities] states of
financing and other special incentives; therefore, the issuance of revenue bonds by corporations on
behalf of political subdivisions of the state [city] as hereinafter provided for the promotion and
development of new and expanded business enterprises to provide and encourage employment
and the public welfare is hereby declared to be in the public interest and a public purpose.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PROSPER, TEXAS:
SECTION 1: The City Council hereby authorizes the creation of Prosper's Economic
Development Corporation.
SECTION 2: The City Council hereby authorizes its approval of the Bylaws of the
Prosper Economic Development Corporation which are attached hereto as Exhibit "A" and
incorporated herein for all purposes.
SECTION 3: The City Council hereby authorizes its approval of the Articles of
Incorporation of the Prosper Economic Development Corporation which are attached hereto as
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Exhibit "B" and incorporated herein for all purposes.
SECTION 4: This Resolution shall become effective immediately upon its passage.
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L-1
0
RESOLVED -this . 12
ATTEST:
day of NOVEMBER 1996
- r
SH EYJJS, City -Secretary
A RESOLUTION AUTHORIZING THE CREATION OF PROSPER'S ECONOMIC
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0
(`�l�e�Stttfe of
SECRETAR Y OF STA TE
CERTIFICATE OF INCORPOWILTION
OF
PROSPER ECONOMIC DEVELOPMENT CORPORATION
CHARTER NUMBER 01429267-01
The undersigned, as Secretary of State of Texas, hereby certifies that Articles of
6, Incorporation for the above corporation, duly signed pursuant to the provisions of the
Development Corporation Act of 1979, have been received in this office and are found to
conform to law.
ACCORDINGLY, the undersigned, as such Secretary of State, and by virtue of the
authority vested in the Secretary by law, hereby issues this Certificate of Incorporation and
attaches hereto a copy of the Articles of Incorporation.
Dated: January 14, 1997
\"_0q-V -
Antonio O. Garza, Jr.
Secretary of State
A
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
January 22, 1997
Antonio O. Garza, Jr.
Office of the Secretary of State
ABERNATHY ROEDER ROBERTSON & JOPLIN
ATTN: DEBBIE ARMSTRONG
101 EAST DAVIS STREET, P.O. BOX 1210
MCKINNEY, TEXAS 75069-1210
RE: PROSPER ECONOMIC DEVELOPMENT CORPORATION
CHARTER NUMBER: 01429267-01
I'he following instrument has been filed in this office:
ARTICLES OF INCORPORATION.
Secretary of State
Enclosed is a copy of this instrument for your files. Receipt of your remittance in payment of the
filing fee is acknowledged by this letter. Should you require further information or assistance,
please call (512) 463-5583.
Very truly yours,
L1D110-'- w�
Lorna Wassdorf
Deputy Assistant Secretary
Statutory Filings Division
c: enclosure
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Come visit our new home on the Internet @ http:AAwww.sos.state. tr. usl
(512) 463-5555 FAX (512) 463-5709 TDD (800) 735-2989
The Offlce of the Secretary of State does not dlscrindnate on the basis orrace. color. natlnnai nrioin c— rvttutnn �.. . ar. ti;::.: .• -- .�_ __ ..:.r _ _e ___.:___
ARTICLES OF INCORPORATION
OF
�I PROSPER ECONOMIC DEVELOPMENT CORPORATION
A TEXAS NON-PROFIT CORPORATION
FILED
PROSPER, TEXAS EJAN
e Office of the
of State of Texas
THE STATE OF TEXAS §
141997
§ ations Section
COUNTY OF COLLIN §
I, THE UNDERSIGNED natural person being at least 18 years of age and a qualified
elector of the City of Prosper, Texas (which is a duly established municipal corporation), acting as
the incorporator of a public instrumentality and non-profit industrial development corporation (the
"Corporation") under the pro-.risions cf Section 41, of the Development Corporation Act of 1� ; 9,
Tex. Rev. Civ. Stat. Ann. Ar_ 5190.6, as amended (the "Development Corporation Act"), wit
the approval of the governing, body of the City of Prosper, Texas (the "City"), 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 I.
NAME
The name of the Corporation is Prosper Economic Development Corporation.
ARTICLE II.
NON-PROFIT CORPORATION
The Corporation is a non-I)iofit corporation specifically governed by Section 4A of the
Development Corporation Act.
ARTICLE IIII.
DURATION
The period of duratio-: of the Corporation is perpetual.
ARTICLE IV.
PURPOSE
The Corporation is organized exclusively and may issue bonds on behalf of the City for the
public purposes of the promotion. and development of new and expanded business enterprises to
provide and encourage employment in the furtherance of the public welfare. The Corporation
shall have and exercise all of the rights, pov ;rs, pri . ileges, authority, and functions given by the
JBIA
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general laws of Texas to non-profit corporations by the Texas Nonprofit Corporation Act, Tex.
Civ. Stat. Ann. Art. 1396-1.01 et seq., and the additional powers as provided in Sections 4A and
23 of the Development Corporation Act, including, without limitation, the issuance of bonds. The
Corporation shall be subject to any limitations imposed by such Section 4A. If any conflict should
arise between these statutes regarding the Corporation's powers, the Development Corporation
Act shall control and govern the Corporation; and to the extent of a conflict between Section 4A
of the Development Corporation Act, the provisions of such Section 4A shall prevail.
ARTICLE V.
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the Corporation is 109 South Main
Street, Prosper, Texas 75078, and the name of the initial registered agent at such address is
Stephen Coffman.
ARTICLE VI.
DIRECTORS
The affairs of the Corporation shall be managed by a Bc.<<rd of Directors consisting of five
(5) in number who shall be appointed by and shall serve at the pleasure of the City Council of the
City (the "Council"). The names and addresses of the person who are to sFi-,e as the initial
Directors are as follows:
Directors and Address
Phil Cooper, P.O. Box 38, Prosper, Texas 75078
William Rushing, 1251 Chandler Circle, Prosper, Texas 75078
Jim Dunmire, 1909 Crown Colony, Prosper, Ter is 75078
Louis Robichaux, 1614 Ridgewood, Prosper, Texas 75078
Janet Phillips, 1223 Chandler Circle, Prosper, Texas 75078
The initial terms of office for the Directors shall be two (2) Directors with three (3) year
+C,cros, two (2) Directors with two (2) year terms, and one (1) Dir;;ctor with a one (1) year term,
as designated by the Council.
The Directors generally shall meet the following qualifications:
(a) One Director from the Prosper City Council;
(b) One Director from the Prosper Independent School District Boa-d;
ARN
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(c) One Director from the Economic Development Committee, if any, of the Prosper
j Chamber of Commerce;
(d) Two Directors appointed at -large; and,
(e) All Directors to be residents of the City of Prosper.
After the initial terms of office, the Directors shall serve for three (3) years. Any vacancy
occurring shall be filled by appointment by the City Council.
Each of the initial Directors shall reside within the City. Each Director, including the
initial Directors, shall be eligible for reappointment. Directors are removable by the City Council
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.
ARTICLE VII.
MEMBERSHIP/STOCK
The Corporation has no members and is a non -stock corporation.
ARTICLE VIII.
AMENDMENTS
These Articles of Incorporation may at any time and from time to time be amended as
`" provided in the Development Corporation Act so as to make any changes therein and add any
provisions thereto which are lawful under the Development Corporation Act as then in effect.
Any such amendment shall be effected in either of the following manners: (i) the members of the
Board of Directors of the Corporation shall file with the Council a written application requesting
approval of the amendments to the Articles of Incorporation, specifying in such application the
amendments proposed to be made, the Council shall consider such application and, if it shall be
appropriate resolution duly find and de :E rmine 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 (ii) the Council may, at its sole discretion, znd at any time, amend these Articles of
Incorporation, and alter or change the structure, organization, programs or activities of the
Corporation, or terminate or dissoh,e the Corporation (subject to the provisions of the
Development Corporation Act, ami subject to any limitation provided by the constitutions and
laws of the State of Texas and the United States of America on the impairment of contracts
entered into the corporation) by written resolution adopting the amendment to the Articles of
Incorporation of the Corporation or articles of dissolution at a meeting of the governing body to
the Secretary of State, as provided in the Development Corporation Act or upon election as
provided in the Act. Amended or Restated Articles of Incorporation may be filed with the
Secretary of State as provided in the Developmen, Corporation Act.
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ARTICLE IX.
INCORPORATORS
The name and street address of the Incorporator is.-
D. Kay Woods
Abernathy, Roeder, Robertson & Joplin, P.C.
101 East Davis Street
McKinney, Texas 75069
ARTICLE X.
AUTHORIZATION
The City has specifically authorized the Corporation by Resolution to act on its behalf to
further the public purposes stated in said Resolution and these Articles of Incorporation, and the
City has by said Resolution approved these Articles of Incorporation.
ARTICLE XI.
DIVIDENDS
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. Part of the Corporation's
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 distributing of statements), any
political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE XII.
INTERNAL AFFAIRS
The Corporation's internal affairs small be regulated by a set of Bylaws, not inconsistent
with the laws of this State or with these Articles of Incorporation, which Bylaws have been
approved by the City Council, under whose offices the Corporation is created.
ARTICLE XIII.
DISSOLUTION
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 after satisfaction or provision for satisfaction of debts and claims.
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D. KAY WOODS
Incorporator
11
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BYLAWS OF
PROSPER ECONOMIC DEVELOPMENT CORPORATION
ARTICLE I
PURPOSE AND POWERS
Section 1. Purpose. The Corporation is incorporated for the purposes set forth in Article
Four of its Articles of Incorporation, the same to be accomplished on behalf of the City of
Prosper, Texas (the "City") as its duly constituted authority and instrumentality in accordance
with the Development Corporation Act of 1979, as amended, Tex. Rev. Civ. Stat. Ann. Art.
5190.6, as amended (the "Act"), and other applicable laws.
Section 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be
governed by Section 4A 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, subject to the limitations
prescribed therein and herein and to the provisions thereof and hereof.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers Number and Term of Office.
17'`1 (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 Articles
of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the
Corporation.
a
(b) The Board shall consist of five (5) directors, each of w riom shall be appointed by the
C y Council (the "Council") of the City. As a general guideline the directors should be
representative of the following: (i) one director from the City Council; (ii) one director from the
Prosper Independent School District Board; (iii) one director from the Economic Development
Committee, if any, of the Prosper Chamber of Commerce; (iv) two directors at -large; and (v) all
directors to be residents of the City of Prosper or own property in the City of Prosper.
(c) The directors constituting the first Board shall be those directors named in the Articles
of Incorporation. Two (2) members of the first Board shall serve terms of two (2) years, two (2)
shall serve terms of three (3) years and one (1) member shall serve for a term of one (1) year. The
respective terms of the initial Board shall be determined by drawing. Thereafter, each successor
member of the Board shall be appointed and shall serve for three (3) years or until his or her
successor is appointed as hereinafter provided.
(d) Any director may be removed from office by the Council at will.
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Section 2. Meetings QfDirectors. 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 Article V of these Bylaws.
Section 3. Notice of 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 City, or by a majority of the City Council.
Nothing contained in this Section 3 shall vitiate 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 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 direct&
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 this 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 l;iirpose 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.
L.A
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, Article 6252-17, Tex. Rev, Civ. Stat. Ann., as amended.
Section 5. Quorum. A majority of the directors shall constitute a quorum for the conduct
of the official business of the Corporation. 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.
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Section 6, Conduct of Busines .
(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, 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. There shall be a standing committee of the Board
designated as the Finance Committee, together with such other committees as the Board may
from time to time create. Each such committee shall be composed aftwo (2) or more Directors
and such other persons as may be chosen by the Board for their applicable abilities and
experience. The Board may delegate to any committee such autho�;ty 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 notwithstan(Pag, 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.
The Finance Committee shall develop such policies and procedures for the financial
operation and accountability of the Corporation as they may be delegated by the Board, from time
to time, including the development of the policy framework within which the Corporation
conducts its financial affairs, manages its financial resources and ensurs;s proper accountability of
the same.
Section 8. Com en ation 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- fficiQ Members. The City Manager or his designee may attend all
meetings of the Board of Directors or Committees, including execut;ve, 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.
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ARTICLE III
OFFICERS
r
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 president shall not hold the office of
secretary. Terms of office shall be one (1) year with the right of an officer to be reelected.
(b) All officers shall be subject to removal from office at any time by a vote of a majority
of the entire Board.
(c) A vacancy in the office of any officer shall be filled by a vote of a majority of the
directors.
Section 2. Powe7s andDutie3 Qf the President. The president shall be the chief executive
officer of the Corporation, and, subje;�.t 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 execut .>. 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
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 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.
Section 5, ecreta . 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, andlor 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
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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 6. The president, each vice president, and the secretary shall be named from
among the members of the Board. The treasurer and any assistant secretaries may, at the option
of the Board, be persons other than members of the Board, but they many be employees of the
City.
Section 7. C:orn e_nsmion. 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.
(a) The Board shall research, develop, prepare, and submit to the Council for its approval,
an economic development plan for the City, which shall include proposed methods arld the
expected costs of implementation. The plan shall include both short-term and long-term goals for
the economic development of the City, 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 City.
(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 Corporate 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 City
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 -Audit .
(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 City, In such event, the
Corporation shall pay to the City reasonable compensation for such services.
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(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
10 and accounting firm. Such auditing and accounting firm may not be the same as engaged by the
City for the audit of the City's current or immediately preceding three (3) fiscal years, nor may any
auditing and accounting firm perform the Corporation's annual audit for more than three (3)
consecutive years.
Section 4. Deposit and Investment of Corporate 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 City. 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 City Manager. The accounts reconciliation and
investment of such funds and accounts shall be performed by the Finance Department of the City.
The Corporation shall pay reasonable compensation fo ; such services to the City.
Section 5. Expenditures of Corporate Money. The monies of the Corporation, including
sales and use taxes collected pursuant to Section 4A of the Act, monies derived from the
repayment of loans, rents received from the lease or use of property, the proceeds from the
It investment of funds of the Corporation, the proceeds from the sale of property, and the 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:
(a) Expenditures from the proceeds of Obligations shall be identified and described in the
orders, resolutions, indentures, or other agreements submitted to and approved by the City
Council prior to the sale and delivery of the Obligations to the purchasers thereof required by
Section 6 of this Article;
(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 City 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. iissuancc of Obligations. 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.
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Section 7. Stay 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
40 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.
C
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 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. Fiscala.r. The fiscal year of the Corporation shall be the same as the fiscal
year of the City.
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 r Advic and Qpn5ent oElhgn il. To the extent that these
bylaws refer to any approval by the City or the Council or refer to advice and col).sent by the
Council, such approval, or advice and consent, shall be evidenced by a certified copy of a
resolution, order, c i motion duly adopted by the Council.
Section 6. Services of City Staff and Officers. Subject to approval from the City
Manager, the Corporation shall have the right to utilize the services of the City Attorney, the City
Secretary, and the Finance Department of the City, provided (i) that the Corporation shall pay
reasonable compensation to the City for such services, and (ii) the performance of such services
does not materially interfere with the other duties of such personnel of the City
Section 7. Indemnification of Directors Officers and Employee ,
(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 City, to the fullest
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0
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 functions
and activities of the Corporation.
ARTICLE VI
EFFECTIVE DATE, AMENDMENTS
Section 1. Effective Date. These Bylaws shall become effective upon the occurrence of
the following events:
(a) the adoption of these Bylaws by the Board; and
(b) the approval of these Bylaws by the City Council.
. Section 2, Amendments-IQArticles of Inc�rp ration an Bylaws. The Articles of
Incorporation of the Corporation and these Bylaws may be amended only in the manner provided
in the Articles of Incorporation and the Act.
APPROVED BY THE CITY OF PROSPER on
the 12 day of _NOVEMBER , 1996
lie
S.4PQCOFFMA��MAYOR
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Secretary