BL 2003 Bylaws CEDC (not signed) BYLAWS OF
COPPELL EDUCATION DEVELOPMENT CORPORATION
ARTICLE I
PURPOSE AND POWERS
Section 1. Purpose. The Corporation is incorporated for the purposes set forth in Article
4.02 its Articles of Incorporation, the same to be accomplished on behalf of the City of Coppell,
Texas (the "City") as its duly constituted authority and instrumentality in accordance with the
Better Jobs Act and Municipal Education Development Act of 2001, as amended, TEXAS LOCAL
GOVERNMENT CODE §379A, as amended, and other applicable laws.
Section 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be
governed by Section 379 A of the TEXAS LOCAL GOVERNMENT CODE and the Article IV,
Purposes of its Articles of Incorporation, and in other applicable law, subject to the limitations
prescribed herein.
Section 3. Gender. The use of words in the masculine gender include the feminine also,
unless by reasonable construction it appears that such was not the intention of the language.
ARTICLE II
OFFICES
Section 1. Principal Office. The principal office of the Corporation in the State of Texas
shall be located at 255 Parkway Boulevard in the City of Coppell, Dallas County, Texas.
Section 2. Registered Office and Registered Agent. The Corporation shall have and
continuously maintain in the State of Texas a registered office, and a registered agent whose
office is identical with such registered office, as required by the Texas Nonprofit Corporation
Act. The registered office may be, but need not be, identical with the principal office of the
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Corporation in the State of Texas, and the address of the registered office may be changed from
time to time by the Board.
ARTICLE III
The Corporation shall have no members or stockholders.
ARTICLE IV
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 restriction 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 seven (7) directors, each of whom shall be appointed
by the City Council (the "Council") of the City. All members of the Board must qualify in
accordance with Section 379A.021 of The TEXAS LOCAL GOVERNMENT CODE. The City
Council shall consider an individual's experience, accomplishments and educational background
in appointing members to the Board to ensure that the interests and concerns of all segments of
the City are considered.
(c) The directors constituting the initial Board shall be those directors named in the
Article of Incorporation. In order to establish staggered terms, the initial three (3) board
members appointed at large shall serve one (1) year terms, the initial four (4) members shall be
appointed to serve two (2) year terms. Thereafter, each successor member of the Board shall be
appointed and shall serve for two (2) years or until his or her successor is appointed as
hereinafter provided.
(d) Any director may be removed at will by the Council.
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Section 2. Meeting 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 I! of these Bylaws.
Section 3. Open Meeting 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 Meeting Act, Section 551.01 et seq., TEXAS LOCAL GOVERNMENT CODE, as
amended.
Section 4. Notice of Meetings. To the extent that the Open Meeting Act conflicts with
the provisions of this section, the Open Meeting Act shall govern.
(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, or by a majority of the City Council.
(b) The secretary shall give notice to each director for any emergency meeting in
person or by mail, telephone or telecopier, 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 his or her post office address as it appears on
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the books of the Corporation, and such notice shall be deemed to have been given on the day of
such mailing. Attendance of the 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 objection to the
transaction of any business on the grounds that the meeting is not lawfully called or convened.
Neither the business to be transacted 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 person entitled to said notice,
whether before or after the time stated therein,
notice.
shall be deemed equivalent to the giving of such
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 board (4 members) 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 Board. (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 or the law.
(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.
(d) A director may not vote or participate in a meeting by proxy.
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Section 7. Compensation of Directors. Directors shall not receive a salary or any other
compensation for their service as directors. However, directors may be reimbursed for their
actual expenses incurred in the performance of their duties subject to approval of City Council.
Section 8. Powers. A. The Corporation shall have only those powers set forth in the
ballot giving rise to the Corporation and stated in the Articles of Incorporation of the Corporation
which are the following general powers:
To provide grants of sales tax proceeds to publicly fund education institutions for
programs for the promotion of a skilled workforce:
(a) literacy;
(b) career technology; and,
(c) foreign languages.
B. All grants made by the board of Directors shall be made to publicly funded
institutions in proportion to the number of students of each publicly funded institution located
within the corporate limits in accordance with total enrollment figures that are to be submitted to
the CEDC no later than February 1 of each calendar year. In order to be eligible for grants
during a calendar year, enrollment figures must be submitted by the February 1 deadline.
ARTICLE V
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.
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(b) All officers shall be subject to removal from office at any time by a vote of a
majority of the entire Board.
A vacancy in the office of any officer shall be filled by a vote of a majority of the
(c)
directors.
Section 2. President.
following authority:
special
(a)
(b)
(c)
The President shall be the presiding officer of the Board with the
Board
the Board.
(e)
Shall preside over all meetings of the Board.
Shall have the right to vote on all matters coming before the Board.
Shall have the authority, upon notice to the members of the Board, to call a
meeting of the Board.
(d) Shall have the authority to appoint standing committees to aid and assist the
in its business undertakings or other matters incidental to the operation and functions of
Shall have the authority to appoint ad hoc committees which may address issues
of a temporary nature of concern or which have a temporary affect on the business of the Board.
In addition to the above mentioned duties, the President shall sign with the Secretary of
the Board, contracts, or other instruments which the Board has approved and unless the
execution of said document has been expressly delegated to some other officer or agent of the
Corporation by appropriate Board resolution, by a specific provision of these Bylaws, or by
statute. In general, the President shall perform all duties incident to the office, and such other
duties as shall be prescribed from time to time by the Board.
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
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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 president's absence or inability to act
at the time such action was taken.
Section 4. 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, 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.
Section 5. Chief Financial Director. There shall be a Chief Financial Director of the
Board, which is an ex-officio member of the Board, and shall be the Financial Director of the
City of Coppell as appointed by the City Manager. The Chief Financial Director shall have the
responsibility to oversee the handling, custody, and security of all funds and securities of the
Corporation in accordance with these Bylaws; and, 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 Chief Financial Director shall, at the expense of the Corporation, give such
bond for the faithful discharge of the duties in such form and amount as the Board or the Council
may require.
Section 6. The president, each vice president, and the secretary shall be named from
among the members of the Board.
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Section 7. Compensation. Officers who are members of the Board shall not receive any
salary or compensation for their services, except that they may be reimbursed for their actual
necessary expenses incurred in the performance of their duties hereunder, subject to the approval
of the City Council.
Section 8. Contracts for Service. The Corporation may contract with any qualified and
appropriate person, associated, corporation or political subdivision, municipal corporation or
other governmental body to perform and discharge designated tasks which will aid or assist the
Board in the performance of its duties. However, no such contract shall ever be approved or
entered into which seeks or attempts to divest the Board of its discretion and policy-making
functions in discharging the duties herein above set forth in this section.
ARTICLE VI
FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 1. General Development Plan. The Board shall research, develop, prepare, and
approve, an education development plan for the Corporation, which shall include proposed
methods and the expected costs of implementation. The plan shall include both short-term and
long-term goals for the education development to promote and ensure a skilled workforce.
Section 2. Annual Corporate Budget.
On or before August 1 of each year, the Board shall prepare or direct the
(a)
preparation of:
(i)
(ii)
(iii)
an annual performance review and evaluation;
a projection of goals and programs for the coming year; and,
an annual budget of expected revenues and proposed expenses.
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The report shall be submitted to the City Council and the City Manager of the
City of Coppell at either a regular or special meeting of the City Council no later
than September 15.
(b) In addition to the annual evaluation and budget, the Corporation shall submit
either written or verbal reports of activities and financial matters to the City Council and City
Manager of the City of Coppell quarterly and in no event less than required in Section 379A.025
of TEXAS LOCAL GOVERNMENT CODE.
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. The
Corporation may enter into one or more agreements with the City of Coppell to obtain financial
management and accounting services upon terms, conditions and compensation as mutually
agreeable.
(b) The Corporation 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 approved by the City. Such audit shall be at the expense of the Corporation.
(c) 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 delegate the responsibility of investing funds of the Corporation and reconciling
accounts of the Corporation to the Finance Department of the City of Coppell.
Section 5. Expenditures of Corporate Money. (a) The monies of the Corporation,
including sales and use taxes collected pursuant to the Act, monies derived from the repayment
of loans, the proceeds from the investments of funds of the Corporation, and/or gifts may be
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expended by the Corporation for any of the purposes authorized by the Act, subject to the
following limitations:
(i) Expenditures for the proceeds of Obligations shall be identified and
described in the orders, resolutions, indentures or other agreements submitted to and
approved by the Board.
(ii) All other proposed expenditures shall be made in accordance with and
shall be set forth in the annual budget required by these Bylaws.
Section 6. Conflicts of Interest. A Board member, officer of the Corporation, or member
of the City Council may not lend money to and otherwise transact business with the Corporation
except as provided in the Bylaws, Articles of Incorporation, and all applicable laws. The
Corporation shall not borrow money from or otherwise transact business with a Board member,
officer, committee member of the Corporation, or a member of the Coppell City Council unless
the transaction is described fully in a legally binding instrument and is in the best interest of the
Corporation. The Corporation shall not borrow money from or otherwise transact business with
a Board member, officer, or member of the Coppell City Council without full disclosure of all
relevant facts and without the approval of the Board, not including the vote of any person having
a personal interest in the transaction in accordance with the conflict of interest statutes of the
State of Texas.
Section 7. Gifts. The Board may accept on behalf of the Corporation any contribution,
gift, bequest, or devise for the general purposes or for any special purpose of the Corporation and
be distributed or utilized in compliance with Section 379A of the TEXAS LOCAL GOVERNMENT
CODE, Referendum approving the sales and tax use, the Articles of Incorporation and these
Bylaws.
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Section 1.
September BOth.
Section 2.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Fiscal Year. The fiscal year of the Corporation shall be October 1st to
Seal. The Board may provide for a seal.
Section 3. Resignation. 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 is
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 4. Approval or Advice and Consent by the Council. To the extent that these
Bylaws refer to any approval by the Coppell City Council or refer to advice and consent by the
Coppell City Council, such approval, or advice and consent shall be evidenced by a certified
copy of a resolution, order, or motion duly adopted by the Coppell City Council.
Section 5. Services of City Staff and Officers. Subject to approval from the Coppell City
Manager, the Corporation shall have the right to utilize the services of the City personnel,
provided (i) that the Corporation shall pay reasonable compensation to the City of Coppell for
such services, and (ii) the performance of such services does not materially interfere with the
other duties of such personnel of the City of Coppell.
Section 6. 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, as amended), a governmental unit and its actions
are governmental functions.
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(b) The Corporation shall indemnify a person who was, is or has been threatened to
be made a named defendant or respondent in a proceeding because the person is or was a Board
member, officer, or agent, but only if the determination to indemnify is made in accordance with
the provision of Texas Tort Claims Act.
(c) The Corporation may purchase and maintain insurance on behalf of any Board
member, officer, employee, or agent of the Corporation, or on behalf of any person serving at the
request of the corporation as a Board member, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted
against that person and incurred by that person in any such capacity or arising out of any such
status with regard to the Corporation, whether or not the Corporation has the power to indemnify
that person against liability for any of those acts.
ARTICLE VIII
EFFECTIVE DATE, AMENDMENTS, AND ARTICLES AND BYLAWS
Section 1. Effective Date.
the following events:
(2)
These Bylaws shall become effective upon the occurrence of
the adoption of these Bylaws by the Board; and
the approval of these Bylaws by the Coppell City Council.
Section 2. Amendments to Articles of Incorporation and Bylaws. These Bylaws may be
amended or repealed and new bylaws may be adopted by a majority of the Board members
present at any regular meeting or at any special meeting, if at least five (5) days written notice is
given of any intention to amend or repeal these bylaws or to adopt new bylaws at such meeting.
Any amendment of these bylaws will be effective upon approval by the Coppell City Council.
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Adopted this the day of ., 2002.
By:¸
Presidem of the Board of Directors
ATTEST:
By:
Corporate Secretary
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