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BL 2004-01-13 CEDC 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 of 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 may be amended, and other applicable laws. Section 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by Section 379A of the TEXAS LOCAL GOVERNMENT CODE, as may be amended, and 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 Page 1 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 STOCKHOLDERS 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 at will by the City Council (the "Council") of the City. All directors of the Board must qualify in accordance with Section 379A.021 of The TEXAS LOCAL GOVERNMENT CODE, as may be amended. The Council shall consider an individual's experience, accomplishments and educational background in appointing directors 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) directors appointed at large shall serve one (1) year terms, the initial four (4) directors shall be appointed to serve two (2) year terms. Thereafter, each successor director shall be appointed and shall serve for two (2) years or until his or her successor is appointed as hereinafter provided. Page 2 (d) Any director may be removed at will by the Council. (e) If a director is absent for three (3) consecutive regularly scheduled Board meetings, or twenty-five percent (25%) of the regularly scheduled Board meetings within a 12-month period, as defined by the Council, said director shall be removed from the Board, and the Council will fill the unexpired term. 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. 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. (a) Regularly scheduled Board meetings 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. (b) 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 Council. Page 3 (c) The Secretary or their designee shall give two (2) forms of notice, including but not limited to notice in person, by mail, telephone, email, and/or fax, to each director of any Special Meeting, at least two (2) hours before said Special 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. (d) Whenever any notice is required to be given to the Board, said notice shall be deemed to be sufficient if given in a manner as described in Section 4c. Attendance of each 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, shall be deemed equivalent to the giving of such notice. 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 directors) 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. Page 4 (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 or their designee 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. (e) Should any director choose to abstain from voting on any motion before the Board, where no declared conflict of interest exists, the abstention shall be recorded as an affirmative vote in favor of the motion pending before the Board in the official minutes of the Coppell Education Development Corporation. 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 award grants pursuant to TEXAS LOCAL GOVERNMENT CODE §379A, as may be amended, to publicly fund education institutions for programs that will promote a skilled workforce: (i) Literacy; (ii) Career Technology; and (iii) Foreign Languages. Page 5 (b) All grams awarded by the Board of directors shall be made to publicly funded institutions in proportion to the number of Coppell students 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 For Elected Officers. (a) The officers of the Corporation shall be a President, a Vice President, and a Secretary, and such other officers as the Board may from time to time elect or appoint. The President, Vice President and the Secretary shall be named from among the directors of the Board. 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 majority vote of the entire Board. (c) A vacancy in the office of any officer shall be filled by a majority vote of the entire Board. Section 2. President. The President shall be the presiding officer of the Board with the following authority: (a) Shall preside over all meetings of the Board. (b) Shall have the right to vote on all matters coming before the Board. Page 6 (c) Shall have the authority, upon notice to the directors of the Board, to call a Special Meeting of the Board. (d) Shall have the authority to appoint standing committees to aid and assist the Board in its business undertakings or other matters incidental to the operation and functions of the Board. (e) 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 official documents which the Board has approved, 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, by statute, or by the ordinances of the City. 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 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 be a director of the Board and 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. Page 7 Section 5. Titles and Term of Office For City Appointed Officers. There shall be a Chief Financial Director of the Board, which is an ex-officio director of the Board, and shall be the Financial Director of the City 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. Compensation. Officers of the Corporation who are directors 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 Council. Section 7. Contracts for Service. The Corporation may contract with any qualified and appropriate person, association, 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. Page 8 ARTICLE VI FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. Annual Corporate Budget. (a) On or before October 1 of each fiscal year, the Board shall prepare or direct the preparation of a Report which comprises: (i) An annual performance review and evaluation of activities performed by the Board; (ii) A projection of goals and programs for the coming year; and (iii) An annual budget of expected revenues and proposed expenses. The Report shall be submitted to the Council and the City Manager of the City at either a regular or Special Meeting of the City Council no later than November 15. (b) In addition to the Annual Corporate Budget, the Corporation shall submit either written or verbal reports of activities and financial matters to the Council and City Manager of the City quarterly, or as otherwise may be specified, but in no event less than required in Section 379A.025 of TEXAS LOCAL GOVERNMENT CODE, as may be amended. Section 2. 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 to obtain financial management and accounting services upon terms, conditions and compensation as mutually agreeable. Page 9 (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. Section 3. Expenditures of Corporate Money. The monies of the Corporation, including sales and use taxes collected pursuant to Section 379A.025 of TEXAS LOCAL GOVERNMENT CODE, as may be amended, derived from the repayment of loans, the proceeds from the investments of funds of the Corporation, and/or gifts may be expended by the Corporation for any of the purposes authorized by the Section 379A.025 of TEXAS LOCAL GOVERNMENT CODE, as may be amended, subject to the following limitations: (i) Expenditures for the proceeds of the Corporation shall be identified and described in the orders, resolutions, indentures or other agreements submitted to and approved by the Board; and (ii) All other proposed expenditures shall be made in accordance with and shall be set forth in the Annual Corporate Budget required by these Bylaws. Section 4. Conflicts of Interest. A Board director, officer of the Corporation, or member of the Council may not lend money to or 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 director, officer, or a member of the Council unless the transaction is described fully in a legally binding instrument Page 10 and is in the best interest of the Corporation. The Corporation shall not borrow money from or otherwise transact business with a Board director, officer, or member of the Council unless: (i) There is a full disclosure of all relevant facts; and (ii) The Board has approved, 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, said business transaction. Section 5. 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, as may be amended, Referendum approving the sales and tax use, the Articles of Incorporation and these Bylaws. ARTICLE VII MISCELLANEOUS PROVISIONS Section 1. Fiscal Year. The fiscal year of the Corporation shall be October 1st to September 30th. Section 2. 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 Council or refer to advice and consent by the Council, such Page 11 approval, or advice and consent shall be evidenced by a certified copy of a resolution, order, or motion duly adopted by the Council. Section 5. Services of City Staff and Appointed 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 Section 379A.025 of TEXAS LOCAL GOVERNMENT CODE, as may be amended, 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. (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 director, 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 director, officer, employee, or agent of the Corporation, or on behalf of any person serving at the request of the Corporation as a Board director, 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 Page 12 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. These Bylaws shall become effective upon the occurrence of the following events: (i) The adoption of these Bylaws by the Board; and (ii) 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 vote of the Board directors present at any regular meeting or at any Special Meeting, if at least five (5) days written notice, pursuant to Article IV, Section 4 of these Bylaws, 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. Adopted this the day of ., 2003. By:¸ President of the Board of Directors ATTEST: By: Secretary Page 13