Loading...
RE 2006-0328.4 RESOLUTION NO. 2006-0328.4 A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE FORMATION OF THE COPPELL LOCAL GOVERNMENT CORPORATION; PROVIDING A REPEALER CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, an application in writing seeking the incorporation of a local government corporation under the provisions of Subchapter D, Chapter 431 of the Texas Transportation Code (the "Act") has been filed with the City Council of the City ofCoppell, Texas (the "City") by three (3) individuals, each of whom is a resident of the City, the State of Texas and is at least eighteen (18) or more years of age; and WHEREAS, after discussion and consideration, the City Council of the City of Coppell has determined that the formation of the Coppell Local Government Corporation should be approved as provided herein. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. That the formation of a local government corporation pursuant to the Act is hereby found and determined to be necessary and advisable for the purposes set forth in the Articles of Incorporation, which are attached hereto and incorporated herein as Exhibit "A." SECTION 2. That approval for the incorporation of such local government corporation, to be known as the "Coppell Local Government Corporation," is hereby granted. SECTION 3. That the forms of the proposed Articles ofIncorporation, attached as Exhibit "A," and the proposed Bylaws, which are attached hereto and incorporated herein as Exhibit "B," are hereby approved and that the appointment of the initial Board of Directors of the Coppell Local Government Corporation, as set forth in Article IX of the Articles of Incorporation, is hereby affirmed. SECTION 4. That it is hereby officially found and determined that this Resolution was adopted in a meeting open to the public, and that notice of the time, place and purpose of such meeting was given in accordance with applicable law. 1 64748 SECTION 7. That the City Attorney and City Manager are authorized to take all action necessary to causes the formation of the Coppell Local Government Corporation. SECTION 6. That all Resolutions of the City of Coppell, Texas, in conflict with the provisions of this Resolution be, and the same are hereby repealed, and all other provisions of the Resolutions of the City not in conflict with the provisions of this Resolution shall remain in full force and effect. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City ofCoppell, Texas, on this the 2B~ay of ATTEST: ~~~&u ~ IBB BALL, Y SECRETARY CITY ATTORNEY (PGS/cdb 03/17/06) 2 64748 ARTICLES OF INCORPORATION OF COPPELL LOCAL GOVERNMENT CORPORATION We, the undersigned natural persons, each of whom is at least eighteen (18) years of age or more, and a resident and a qualified voter of the City of Coppell, Texas (the "City") and a citizen of the State of Texas, acting as incorporators of a corporation under the provisions of Subchapter D, Chapter 431 of the Texas Transportation Code (the "Act"), and Chapter 394, Texas Local Government Code, (the "Local Government Code"), do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE I The name ofthe corporation is COPPELL LOCAL GOVERNMENT CORPORATION (the "Corporation") . ARTICLE II The Corporation is a public non-profit corporation. ARTICLE III The period of duration of the Corporation shall be perpetual. ARTICLE IV As authorized by the Act, as it now or may hereafter be amended, and Chapter 394, Texas Local Government Code, the Corporation is organized for the purpose of aiding, assisting, and acting on behalf of the City in the exercise of its powers to accomplish any governmental purpose of the City and in the promotion of the common good and general welfare of the City including, without limitation, the furtherance of the promotion, development, encouragement and maintenance of employment, commerce, economic development and public facility development in the City. The Corporation shall have and exercise all of the rights, powers, privileges, authority, and functions given by the general laws of the State of Texas to non-profit corporations incorporated under the Act including, without limitation, the powers granted under the Texas Non-Profit Corporation Act, Article 1395-1.01 et seq., Vernon's Texas Civil Statutes. The Corporation shall have all other powers of a like or different nature not prohibited by law which are available to non-profit corporations in Texas and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, including the power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created; provided, however, the City Council shall approve all borrowing activities. Pursuant to Section 431.148(a) of the Act, the Corporation is a governmental unit within the meaning of Subdivision (2), Section 101.001, Texas Civil Practice and Remedies Code. Pursuant to Section 431.1 08(b) of the Act, the operations of the Corporation are governmental, and not Artie 1es of Incorporation - Page] 64175 proprietary, functions for all purposes, including, without limitation, applicability of the Texas Tort Claims Act, Section 101.001 et seq., Texas Civil Practice and Remedies Code. The Corporation shall have the power to acquire land in accordance with the Act as amended from time to time. ARTICLE V The Corporation shall have no members and shall have no stock. ARTICLE VI All powers of the Corporation shall be vested in a board of directors (the "Board") consisting of nine (9) persons who shall consist of the Mayor, City Manager and City Council members of the City of Coppell, Texas (each a "Director"). Any director who ceases to hold the respective required office described above shall immediately be ineligible to hold office as a director of the Corporation, and shall be deemed to have resigned on the date such person ceases to be qualified to be such director. The initial Directors, each of whom resides in the City, are identified in Article IX below and shall serve for the term expiring on the date set forth therein. Subsequent Directors shall be appointed by the City Council of the City. Each subsequent Director shall serve for a term of two (2) years or until his or her successor is appointed by the City Council of the City, unless such Director has been appointed to fill an unexpired term, in which case the term of such Director shall expire on the expiration date ofthe term of the Director who he or she was appointed to replace. Any Director may be removed from office at any time, with or without cause, by the City Council ofthe City. All other matters pertaining to the internal affairs of the Corporation shall be governed by the Bylaws of the Corporation, so long as such Bylaws are not inconsistent with these Articles of Incorporation or the laws of the State of Texas. ARTICLE VII The street address of the initial registered office of the Corporation is 255 Parkway Boulevard, Coppell, Texas 75019, which is within the city limits of the City, and the name of its initial registered agent at such address is Jim Witt. ARTICLE VIII The names and street addresses of the incorporators, each of whom resides within the City, are: NAME ADDRESS Jim Witt City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 Clay Phillips City of Coppell 255 Parkway Blvd. Coppell, Texas 75019 Articles of Incorporation - Page 2 64175 ARTICLE IX The names and street addresses ofthe initial Directors, each of whom resides within the City, are: NAME ADDRESS Douglas N. Stover 255 Parkway Blvd. Coppell, Texas 75019 Tim Brancheau 255 Parkway Blvd. Coppell, Texas 75019 Jayne Peters 255 Parkway Blvd. Coppell, Texas 75019 Brianna Hinojosa-Flores 255 Parkway Blvd. Coppell, Texas Marsha Tunnell 255 Parkway Blvd. Coppell, Texas 75019 Billy Faught 255 Parkway Blvd. Coppell, Texas 75019 Thom Suhy 255 Parkway Blvd. Coppell, Texas 75019 Bill York 255 Parkway Blvd. Coppell, Texas 75019 Jim Witt 255 Parkway Bvld. Coppell, Texas 75019 The initial Directors shall serve a term that expires May 31,2007, and shall hold office for the term for which the initial Director was appointed and until the director's successor is elected or appointed and has qualified. ARTICLE IX A resolution approving the form of these Articles of Incorporation has been adopted by the City Council of the City on March 28, 2006. Articles of Incorporation - Page 3 64175 ARTICLE X No Director shall be liable to the Corporation for monetary damages for an act or omission in the Director's capacity as a Director, except for liability (i) for any breach of the Director's duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation oflaw, (iii) for any transaction from which the Director received an improper benefit, whether the benefit resulted from an act taken within the scope of the Director's office, or (iv) for acts or omissions for which the liability of a Director is expressly provided by statute. Any repeal or amendment ofthis Article XI by the Board shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Director existing at the time of such repeal or amendment. In addition to the circumstances in which a Director is not personally liable as set forth in the preceding sentences, a Director shall not be liable to the fullest extent permitted by any amendment to the laws of the State of Texas hereafter enacted that farther limits the liability of a Director. ARTICLE XI In accordance with the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and regardless of any other provisions of these Articles ofIncorporation or the laws ofthe State of Texas, the Corporation: (a) shall not permit any part of the net earnings of the Corporation to inure to the benefit of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the Corporation in effecting one or more of its purposes); (b) shall not direct any of its activities to attempting to influence legislation by propaganda or otherwise; (c) shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office; and (d) shall not attempt to influence the outcome of any election for public office or to carryon, directly or indirectly, any voter registration drives. Any income earned by the Corporation after payment of reasonable expenses, debt and such reserves as may be necessary as set forth in the authorizing documents related to the issuance of debt by the Corporation shall accrue to the City. The City shall, at all times, have an unrestricted right to receive any income earned by the Corporation, exclusive of amounts needed to cover reasonable expenditures and reasonable reserves for future activities. Any income of the Corporation received by the City shall be deposited into such account or fund as determined by the City Council of the City. No part of the Corporation's income shall insure to the benefit or any private interests. If the Board determines by resolution that the purposes for which the Corporation was formed have been substantially met and all bonds issued by and all obligations incurred by the Corporation have been fully paid or provision made for such payment, the Board shall execute a certificate of dissolution which states those facts and declares the Corporation dissolved in accordance with the requirements of Section 394.026, Local Government Code, or with applicable law then in existence. In the event of dissolution or liquidation of the Corporation, all assets will be turned over to the City for deposit into such account or fund as the City Council shall direct. Articles of Incorporation - Page 4 64175 ARTICLE XII If the Corporation is a private foundation within the meaning of Section 509(a) of the Internal Revenue Code, the Corporation (a) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code; (b) shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code; (e) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; (d) shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code, and (e) shall not make any taxable expenditures as defined in Section 4945( d) of the Internal Revenue Code. ARTICLE XIII The City Council of the City may at any time consider and approve an ordinance directing the Board to proceed with the dissolution ofthe Corporation, at which time the Board shall proceed with the dissolution of the Corporation in accordance with applicable state law. The failure of the Board to proceed with the dissolution of the Corporation in accordance with this Section shall be deemed a cause for the removal from office of any or all of the Directors as permitted by Article VI of these Articles of Incorporation. ARTICLE XIV The Corporation is a constituted authority and a public instrumentality within the meaning of the regulations of the United States Treasury Department and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1986, as amended, and the Corporation is authorized to act on behalf of the City as provided in these Articles of Incorporation. However, the Corporation is not a political subdivision or political corporation of the State of Texas within the meaning of its constitution and laws, including, without limitation, Article III, Section 52 of said constitution, and no agreements, bonds, debts, or obligations of the Corporation are or shall ever be deemed to be the agreements, bonds, debts, or obligations, or the lending of credit, or a grant of public money or thing of value, of or by the City or any other political corporation, subdivision, or agency of the State of Texas, or a pledge of the faith and credit of any of them. ARTICLE XVI These Articles may not be changed or amended unless approved by the City Council of the City. ~N WITNESS WHEREOF, we have hereunto set our hands as of this zt~f +--#---f~ ,2006. Articles of Incorporation - Page 5 64175 Before me, on this day personally appeared Jim Witt, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this tt~ of "m...(AA,~, 2006. ~ a./~ / Notary Publi Before me, on this day personally appeared Clay Phillips, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office thisa~ of m tLt~ 2006. ~~ ota Pub}' Articles of Incorporation - Page 6 64175 BYLA WS OF COPPELL LOCAL GOVERNMENT CORPORATION ARTICLE I PURPOSES As authorized by Subchapter D, Chapter 431 of the Texas Transportation Code (the "Act") and Chapter 394 of the Texas Local Government Code (the "Local Government Code"), Coppell Local Government Corporation (the "Corporation") is organized for the purpose of aiding, assisting, and acting on behalf of the City of Coppell, Texas (the "City") in the exercise of its powers to accomplish any governmental purpose of the City and in the promotion of the common good and general welfare of the City, including the promotion, development, encouragement and maintenance of employment, commerce, economic development and public facility development in the City. The Corporation shall have and exercise all of the rights, powers, privileges, authority, and functions given by the general laws of the State of Texas to non-profit corporations incorporated under the Act including, without limitation, the Texas Non-Profit Corporation Act, Article 1396-1.01 et seq., Vernon's Texas Civil Statutes. The Corporation shall have all other powers of a like or different nature not prohibited by law which are available to non-profit corporations in Texas and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, including the power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created; provided, however, the City Council shall approve all borrowing activities. Pursuant to Section 431.1 08( a) of the Act, the Corporation is a governmental unit within the meaning of Subdivision (2), Section 101,001, Texas Civil Practice and Remedies Code. Pursuant to Section 431.1 08(b) of the Act, the operations of the Corporation are governmental, and not proprietary, functions for all purposes, including, without limitation, applicability of the Texas Tort Claims Act, Section 101.001 et seq., Texas Civil Practice and Remedies Code. The Corporation shall have the power to acquire land in accordance with the Act as amended from time to time. ARTICLE II BOARD OF DIRECTORS Section 1. Appointment, Powers, Number, and Term of Office. All powers of the Corporation shall be vested in the Board of Directors (the "Board"). The Board shall initially consist of at least nine (9) persons who shall consist of the Mayor, City Manager and City Council members of the City of Coppell, Texas (each a "Director"), as evidenced by the approval of the Articles of Incorporation by the City Council. Any director who ceases to hold the respective required office described above shall immediately be ineligible to hold office as a director of the Corporation, and shall be deemed to have resigned on the date such person ceases to be qualified to be such director. Each initial Director shall serve for the term expiring on the date set forth in the Articles of Bylaws 64174 Incorporation. Subsequent Directors shall be appointed by the City Council of the City. Each subsequent Director shall serve for a term of two (2) years in accordance with and as provided by the Articles of Incorporation. Directors may be appointed to succeed themselves. Each Director must be a resident and qualified elector of the City. Each Director, including the initial directors, shall be eligible for reappointment. Each Director shall serve until a successor is appointed. Any Director may be removed from office at any time, with or without cause, by the City Council of the City. Section 2. Meetings of Directors. The Directors may hold their meetings and may have an office and keep the books of the Corporation at the City Hall, or such other place or places within the City as the Board may from time to time determine; provided, however, in the absence of any such determination, the City Hall shall be the registered office of the Corporation in the State of Texas. The Board shall meet in accordance with and file notice of each meeting of the Board for the same length oftime and in the same manner apd location as is required of the City under Chapter 551 of the Texas Government Code (the "Open Meetings Act"). The Corporation, the Board, and any committee of the Board exercising the powers of the Board are subject to Chapter 552 of the Texas Government Code (the "Public Information Act"). Section 3. Meetings. The Board shall hold an annual meeting at a time and at a location in the City designated by the Board for the purposes of electing officers and transacting any other business related to the Corporation. In addition, the Board may conduct additional meetings at times and locations in the City designated by the Board for the purpose of transacting business related to the Corporation. Notice of the annual meeting and any additional meetings shall be given to each Director in person, by telephone, by electronic transmission (e.g. facsimile transmission or electronic mail) or mail via the United States Postal Service at least seventy-two (72) hours prior to the meeting and shall be posted in accordance with the Open Meetings Act. Section 4. Quorum. A simple majority ofthe Directors shall constitute a quorum ofthe Board for the consideration of matters pertaining to the Corporation. If at any meeting of the Board there is less than a quorum present, a majority ofthose present may adjourn the meeting from time to time. The act of a majority of the Directors present and voting at a meeting at which a quorum is in attendance shall constitute the act ofthe Board, unless the act of a greater number is required by law, by the Articles ofIncorporation, or by these Bylaws. A Director who is present at a meeting of the Board at which any corporate action is taken shall be presumed to have assented to such action, unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of the action. Section 5. Conduct of Business. At the meetings of the Board, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board may determine. 2 Bylaws 64174 At all meetings of the Board, the President shall preside, and in the absence ofthe President, the Vice President shall preside. In the absence of the President and the Vice President, an acting presiding officer shall be chosen by the Board from among the Directors present. 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 ofthe meeting. Minutes of each meeting shall be prepared and kept on file by the Secretary or any other person designated by the Secretary for that purpose. Section 6. Executive Committee, Other Committees. The Board may, by resolution passed by a majority ofthe Directors, designate three (3) or more Directors to constitute an executive committee or other type of committee. To the extent provided in the authorizing resolution, a committee shall have and may exercise all of the authority of the Board in the management ofthe Corporation, except where action of the Board is specified by statute. A committee shall act in the manner provided in the authorizing resolution. Each committee so designated shall keep regular minutes ofthe transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation, and shall report the same to the Board from time to time. Committees authorized to exercise the powers ofthe Board shall give notice of any meeting in the manner required for a meeting of the Board. Section 7. Compensation of Directors. Directors shall not receIve any salary or compensation for their services as Directors. Section 8. Director's Reliance on Consultant Information. A Director shall not be liable if while acting in good faith and with ordinary care, the Director relies on information, opinions, reports, or statements. including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by: (a) one or more other officers or employees of the Corporation; (b) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or (c) a committee of the Board of which the Director is not a member. ARTICLE III OFFICERS Section I. Titles and Term of Office. The officers of the Corporation shall be the President, the Vice President, a Secretary/Treasurer, and such other officers as the City Council may from time to time elect or appoint. One person may hold more than one office, except that one person shall not concurrently hold the offices of President and Secretary. The term of office for each officer shall be one (1) year with the term of office expiring on May 31 of each year. Officers may be re-elected. Section 2. Powers and Duties of the President. The President shall be a member of the Board and shall preside at all meetings of the Board. The President shall be the principal executive 3 Bylaws 64174 officer of the Corporation and shall be in general charge of the properties and affairs of the Corporation. In furtherance of the purposes of the Corporation and subject to the limitations contained in the Articles of Incorporation, the President or any Vice President may sign and execute all bonds, notes, deeds, conveyances, franchises, assignments, mortgages, notes, contracts and other obligations in the name of the Corporation. The President shall have such other duties as are assigned by the Board. The President may call meetings of the Board. Section 3. Powers and Duties of the Vice President. The Vice President shall be a member of the Board. The Vice President shall perform the duties and exercise the powers of the President upon the President's death, absence, disability, or resignation, or upon the President's inability to perform the duties of his or her office. 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. A Vice President shall have such other powers and duties as may be assigned to him or her by the Board or the President. Section 4. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation which come into his or her hands. When necessary or proper, he or she may endorse, on behalf of the Corporation, for collection, checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board; he or she may sign all receipts and vouchers for payments made to the Corporation, either alone or jointly with such other officer as is designated by the Board; whenever required by the Board, he or she shall render a statement of his or her cash account; he or she shall enter or cause to be entered regularly in the books of the Corporation to be kept by him or her for that purpose full and accurate accounts of all moneys received and paid out on account of the Corporation; he or she shall perform all acts incident to the position of Treasurer subject to the control of the Board; and he or she shall, if required by the Board, give such bond for the faithful discharge of his or her duties in such form as the Board may require. The Treasurer need not be a member of the Board and may be an employee of the City. Section 5. Secretary. The Secretary shall keep or cause to be kept the minutes of all meetings of the Board in books provided for that put-pose; he or she shall attend to the giving and serving of all notices; in furtherance of the purposes of the Corporation and subject to the limitations contained in the Articles of Incorporation, he or she may sign with the President in the name of the Corporation and/or attest the signatures thereof, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation; he or she shall have charge of the Corporation's books, records, documents and instruments, except the books of account and financial records and securities of which the Treasurer shall have custody and charge, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to the inspection of any Director upon application at the office of the Corporation during business hours; and, he or she shall in general perform all duties incident to the office of Secretary subject to the control of the Board. The Secretary need not be a member of the Board and may be an employee of the City. Section 6. Compensation of Officers. Officers shall not receIve any salary or compensation for their services as officers. 4 Bylaws 64174 Section 7. Officer's Reliance on Consultant Information. In the discharge of a duty imposed or power conferred on an officer of the Corporation, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by: (a) one or more other officers or employees of the Corporation, including members of the Board; or (b) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. Section 8. Hearing Offices. The Director of Finance of the City or the designee thereof shall serve as "hearing officer" of the Corporation for the purpose of conducting any public hearing required under the Internal Revenue Code of 1986 as a condition precedent to the issuance of tax- exempt bonds by the Corporation. ARTICLE IV MISCELLANEOUS PROVISIONS Section 1. Fiscal Year. The fiscal year of the Corporation shall be the same as the City, or such other consecutive twelve-month period determined by the Corporation and approved by the City. Section 2. Seal. The seal of the Corporation shall be such as [rom time to time may be approved by the Board. Section 3. Notice and Waiver of Notice. Subject to the Open Meetings Act, whenever any notice whatever is required to be given under the provisions ofthese Bylaws, such notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. A waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Section 4. Resignations. Any Director or officer may resign at any time. Such resignations 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. Gender. References herein to the masculine gender shall also refer to the feminine in all appropriate cases, and vice versa. Section 6. Appropriations and Grants. The Corporation shall have the power to request and accept any appropriation, grant, contribution, donation, or other form of aid from the federal government, the State of Texas, any political subdivision or municipality in the State of Texas, or from any other source. 5 Bylaws 64174 ARTICLE V INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Right to Indemnification. Subject to the limitations and conditions as provided in this Article V and the Articles of Incorporation, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (a "Proceeding"), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a Director or officer of the Corporation or while a Director or officer ofthe Corporation is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Corporation to the fullest extent permitted by the Texas Non- Profit Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys' fees) actually incurred by such person in connection with such Proceeding, and indemnification under this Article V shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article V shall be deemed contract rights, and no amendment, modification or repeal of this Article V shall have the effect of limiting or denying any such rights with respect to action taken or Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article V could involve indemnification for negligence or under theories of strict liability. Section 2. Advance Payment. The right to indemnification conferred in this Article V shall include the right to be paid in advance or reimbursed by the Corporation the reasonable expenses incurred by a person of the type entitled to be indemnified under Section 1 who was, is or is threatened to be made a named defendant or respondent in a proceeding in advance of the final disposition ofthe Proceeding and without any determination as to the person's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Corporation of a written affirmation by such Director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article V and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article V or otherwise. Section 3. Indemnification of Employees and Agents. The Corporation, by adoption of a resolution of the Board, may indemnify and advance expenses to an employee or agent of the Corporation to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Directors and officers under this Article V; and the Corporation may indemnify and advance expenses to persons who are not or were not Directors, officers, employees or agents of the Corporation but who are or were serving at the request of the Corporation as a Director, 6 Bylaws 64174 officer, partner, venture proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status a such a person to the same extent that it may indemnify and advance expenses to Directors under this Article V. Section 4. Appearance as a Witness. Notwithstanding any other provision of this Article V, the Corporation may payor reimburse expenses incurred by a Director or officer in connection with his or her appearance as a witness or other participation in a Proceeding involving the Corporation or its business at a time when he or she is not a named defendant or respondent in the proceeding. Section 5. Non-exclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article V shall not be exclusive of any other right which a Director or officer or other person indemnified pursuant to Section 3 of this Article V may have or hereafter acquire under any law (common or statutory), provision of the Articles of Incorporation of the Corporation or these Bylaws, agreement, vote of disinterested Directors or otherwise. Section 6. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or loss, whether the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article V. Section 7. Notification. Any indemnification of or advance of expenses to a Director or officer in accordance with this Article V shall be reported in writing to the members of the Board with or before the notice of the next regular meeting of the Board and, in any case, within the 12- month period immediately following the date of the indemnification or advance. Section 8. Savings Clause. Ifthis Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each Director, officer or any other person indemnified pursuant to this Article V as to costs, charges and expenses (including attorneys' fees), judgments, fines and in amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law. ARTICLE VI CODE OF CONDUCT (a) All officers and directors shall be held accountable as set forth under Article 1-13 of the City of Coppell Code of Ordinances. 7 Bylaws 64]74 ARTICLE VII AMENDMENTS A proposal to alter, amend, or repeal these Bylaws shall be made by the affirmative vote of a majority ofthe full Board at any annual or regular meeting, or at any special meeting if notice of the proposed amendment be contained in the notice of said special meeting. Any proposed change or amendment to the Bylaws, however, must be approved by the City Council of the City to be effective. 8 Bylaws 64174