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96-26 R - Establishing Prosper Economic Development Corporation (PEDC) CITY 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 • 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 A RESOLUTION AUTHORIZING TILE CREATION OF PROSPER'S ECONOMIC DEVELOPMENT CORPORATION-Page 1 kw//October 29,1996(1:23pm)/I:/mbox8/prosper/edc/creat.res/0870076.20I 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 Exhibit "B" and incorporated herein for all purposes. SECTION 4: This Resolution shall become effective immediately upon its passage. • A RESOLUTION AUTHORIZING THE CREATION OF PROSPER'S ECONOMIC DEVELOPMENT CORPORATION-Page 2 kw//October 29, 1996(1:23pm)/1:/mbox8/prosper/edc!crcalres/#870076.201 RESOLVEIlthis 12 day of NOVEMBER 1996 Lid2 , N COFFM ayor ATTEST: S EY JVKS , City_Seeretary • rr • A RESOLUTION AUTHORIZING THE CREATION OF 1'ROSPER'S ECONOMIC DEVELOPMENT CORPORATION-Page 3 kw//October 29,1996(1:23pm)/1:/mbox8/prosper/edc icreat.res/1870076.201 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. (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. (b) The Board shall consist of five (5) directors, each of win 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. BYLAWS OF PROSPER ECONOMIC DEVELOPMENT CORPORATION-Page 1 kw/10/29/96/I:/mbox8/prosper/bylaws.edc/#870076.201 Section 2. Meetings of Directors. 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 director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon consistent with applicable law. • (c) Whenever any notice is required to be given to the Board, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at 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,urpose 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, 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. BYLAWS OF PROSPER ECONOMIC DEVELOPMENT CORPORATION-Page 2 kw/10/29/96/I:/mbox8/prosper/bylaws.edc/#870076.201 • • 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 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 cf two (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 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 notwithstarktag, 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 ensures proper accountability of the same. 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 City 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. BYLAWS OF PROSPER ECONOMIC DEVELOPMENT CORPORATION-Page 3 kw/10/29/96/I:/mbox8/prosper/bviaws.edc/#870076.201 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 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. 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 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. 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 BYLAWS OF PROSPER ECONOMIC DEVELOPMENT CORPORATION-Page 4 kw/10/29/96/I:/mbox8/prosper/bylaws.edc/#870076.201 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. 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. (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 a i 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, 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 City. In such event, the Corporation shall pay to the City reasonable compensation for such services. BYLAWS OF PROSPER ECONOMIC DEVELOPMENT CORPORATION-Page 5 kw/10/29/96/I:/mbox8/prosper/bylaws.edc/#870076.201 (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 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 ,,.uch 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 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. Issuance 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. BYLAWS OF PROSPER ECONOMIC DEVELOPMENT CORPORATION-Page 6 kw/10/29/96/I:/mbox8/prosper/bylaws.edc/#870076.201 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. 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. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the Ciy. Section 3. Seal. The seal of the Corporation shall be as determined by the Board. 10 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 bylaws refer to any approval by the City 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, c, 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 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 City, to the fullest BYLAWS OF PROSPER ECONOMIC DEVELOPMENT CORPORATION-Page 7 kw/10/29/96/I:/mbox8/prosper/bylaws.edc/#870076.201 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 to Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation and these Bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act. , Secretary • APPROVED BY THE CITY OF PROSPER on the 12 day of NOVEMBER, 1996: S P COFFM YOR BYLAWS OF PROSPER ECONOMIC DEVELOPMENT CORPORATION-Page 8 kw/10/29/96/I:/mbox8/prosper/bylaws.edc/#870076.201 ~fte' \qM.^a Thr FTr $tafr exaz SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF PROSPER ECONOMIC DEVELOPMENT CORPORATION • CHARTER NUMBER 01429267-01 The undersigned, as Secretary of State of Texas, hereby certifies that Articles of 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 i i.e . ' \ RR 5q, ( 1 ` ` � III y� ....,,sYg4' . �.r,. � , ..,. t 1 Y jrlll \ _J. ,, , ,,, / .0 ril\-- . Antonio O. Garza, .Jr. Secretary of State �,S�,•C B OFF • Corporations Section 1► Antonio o O. Garza, Jr. P.O. Box 13697 r� Austin, Texas 78711-3697 ��� ,��� `�i Secretary of State Office of the Secretary of State January 22, 1997 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 Che following instrument has been filed in this office: ARTICLES OF INCORPORATION. 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, Arkta. GO Lorna Wassdorf Deputy Assistant Secretary Statutory Filings Division c: enclosure RR R©onug - 2 4 1c91 Come visit our new home on the Internet @ http://www.sos.state.tx.us/ (512)463-5555 FAX(512)463-5709 TDD(800)735-2989 The Office of the Secretary of State does not discriminate on the basis of race.color.national nrioin for ',W.F.,. .,._ ARTICLES OF INCORPORATION OF PROSPER ECONOMIC DEVELOPMENT CORPORATION A TEXAS NON-PROFIT CORPORATION FILED PROSPER, TEXAS the eoSecreta Of State of the THE STATE OF TEXAS § JAN 141997 Corporations 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 provisions cf Section 4i, of the Development Corporation Act of lc. :9, Tex. Rev. Civ. Stat. Ann. An. 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 Corpor,don: • ARTICLE I. NAME The name of the Corporation is Prosper Economic Development Corporation. ARTICLE II. NON-PROFIT CORPORATION The Corporation is a non-)i ofit corporation specifically governed by Section 4A of the Development Corporation Act. ARTICLE III. 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 ARTICLES OF INCORPORATION OF PROSPER ECONOMIC DEVES.OPMENT CORPORATION-Page 1 kw II I:/mbox8/prosper/articles.edc/#870076.201 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 Bo>trd of Directors consisting of five (5) m 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 se,;.a as the initial . Directors ,Le 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, Te r qs 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 =,sms, two (2) Directors with two (2) year terms, and one (I) 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; ARTICLES OF IN :ORPORA TION OF PROSPER ECONOMIC DEVELOPMENT CORPORATION-Page 2 kw II I:/mbox8/prosper/articles edc/#870076.201 (c) One Director from the Economic Development Committee, if any, of the Prosper 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. MEMBERSdIP/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:c 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, r.nd at any time, amend these Articles of Incorporation, and alter or change the structure, organization, programs or activities of the Corporation, or terminate or dissoli.e the Corporation (subject to the provisions of the Development Corporation Act, and 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. ARTICLES OF INCORPORATION OF PROSPER ECONOMIC DEVELOPM::NT CORPORATION-Page 3 kw//Umbox8/prosper/articles.edc/#870076.201 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 1110 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 stall 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 shoilld 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. ARTICLES OF INCORPORATION OF PROSPER ECONOMIC DEVELOPMENT CORPORATION-Page 4 kw//I:/mbox8/prosper/articles.edc/#870076.201 • D. KAY WOODS Incorporator • ARTICLES OF INCORPORATION OF PROSPER ECONOMIC DEVELOPMENT CORPORATION-Page 5 kw//I:/mbox8/prosper/articles.edc/#870076.201