Bylaws 2004-04-09BYLAWS OF
THE COPPELL ECONOMIC DEVELOPMENT FOUNDATION
ARTICLE I
Section 1. Purpose: The Foundation is incorporated for the purposes set forth in its Articles
of Incorporation.
Section 2. Powers: In the fulfillment of its corporate purpose, the Foundation shall have the
powers of a Texas non-profit corporation under the Texas Non-profit corporation Act.
ARTICLE II
OFFICES
Section 1. Principal Office: The principal office of the Foundation in the State of Texas
shall be located at 255 Parkway Boulevard, Coppell, Texas 75019.
Section 2. Registered Office and Registered Agent: The registered office of the
Foundation shall be maintained at 500 N. Akard, 1800 Lincoln Plaza, *as, Dallas County,
Texas. The Board of Directors shall be authorized to establish business Aces as well as to
change the location of any business office of the Foundation.
ARTICLE III
The Foundation shall have no members or stockholders.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Powers, Numbers and Term of Office: The property and affairs of the
Foundation shall baa managed and controlled by the Board of Directors (the `Board"). There are
five directors that serve for a term of three (3) years. The Bylaws will provide the duties and other
matters relating to the board Qf directors. The Board shall exercise all the powers of the
Foundation.
Section 2. Meeting of Directors: The directors may hold their meetings at such place or
places as the Board --may, froom .time to time determine; provided, however, in the absence of any
such determination .l y _alta Bpard, the meeting shall be hold at the prinelpal : Offlda of 'the
Foundation as specified in Article II of these Bylaws.
Section 3. Annual Meeting: The last meeting of the Foundation's fiscal year, December
31" of each year, shall be designated as the Annual Meeting. It will be held at a time and place
designated by the Board.
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Section 4. Quorum: A majority of the directors shall constitute a quorum for the conduct of
the official business of the Foundation. The affirmative vote of the directors present at a meeting
at which a quorum is in attendance shall constitute the Board action, unless the act of a greater
number is required by the law.
Section 5. Conduct of Business:
a. At the meetings of the Board, matters pertaining to the business of the
Foundation shall be considered in accordance with rules of procedure
as 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 absence of the secretary, the presiding officer may
appoint any person to act as secretary of the meeting.
Section 6. 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 and reasonable expense incurred in the performance of their duties. All expenses will be
approved by a majority of the Board.
Section 7. General Powers
a. Take, accept, hold, manage, and acquire by bequest, devise, gift or purchase
donations of monies and any property, real, personal or mixed, whether tangible
or intangible;
b. Transfer and convey, whether by grant, gift, donation, or sale, any such funds or
property to or for the benefit of the City of Coppell, Texas;
c. Do any and all acts and things, and to exercise any and all powers conferred
upon corporations formed under the Texas Nonprofit Corporation Act, provided
such powers, acts and things are not inconsistent with or prohibited by the
purpose of the Foundation, the Articles of Incorporation, these Bylaws of the
Foundation and State law.
d. Act as an independent foundation for the City of Coppell, Texas for the purpose
of developing land that the City of Coppell desires to be developed pursuant to
TEx. Loc. Gov'T CODE §272.001(bx4), as amended.
e. Undertake the same types of projects authorized for Section 4A and Section 4B
development corporations as provided in the Development Corporation Act of
1979, article 5190.6, TEx. REv. CIV. STAT. ANN.
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ARTICLE V
OFFICERS
Section 1. Titles and Terms of Office:
a. The officers of the Foundation shall be a president, a vice president, and a
secretary and a treasurer, and such 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 vice president or secretary. Terms of
office shall be one (1) year, ending December 31 with the right of an officer to
be reelected.
b. All officers shall be elected by and 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 for the remaining term by
a vote of a majority 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 vote on all matters coming before the Board.
c. Shall have the authority, upon notice to the members of the Board, to call a
Special Meeting of the board when in his or her judgment such a meeting is
required.
d. Shall have the authority to appoint, with Board approval, standing committees
to aid and assist the Board in its business undertaking or other matters
incidental to the operation and functions of 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 presumptive evidence of the president's absence or inability to act
at the time such action was taken.
Section 4. The 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 Foundation, and/or attest the signature to all instruments of the Foundation;
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 Foundation during business hours; and shall in general
perform all duties incident to the office of the secretary subject to the control of the Board.
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Section 5. Election of Officers: The president, vice president, and secretary/treasurer shall
be elected from among the members of the Board.
Section 6. 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 and
reasonable expenses incurred in the performance of their duties hereunder. Other officers, who
are not members of the Board, may be compensated as directed by the Board.
Section 7. Personnel: The Foundation may establish full-time and/or part-time personnel
positions.
Section 8. Contracts for Service: The Foundation may contract with any qualified and
appropriate person, association, corporation or governmental entity to perform and discharge
designated task 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 FOUNDATION DUTIES AND REQUIREMENTS
Section 1. Annual Corporate Budget: The Foundation will prepare an annual budget by
July 1 of each year for the ensuing fiscal year.
Section 2. Books, Records, Audits: The Foundation 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.
Section 3. Deposit of Foundation Funds: All funds shall be deposited in a local financial
institution as determined by the Board of Directors. Such funds may be expended for the
purpose permitted in the Articles of Incorporation and these Bylaws. .
Section 4. Expenditures of Foundation Money: Will be by majority vote of the Board of
Directors as provided in these Bylaws.
Section 5. Conflicts of Interest: A Board member or officer of the Foundation may not
lend money to or borrow money from the Foundation or otherwise transact business with the
Foundation. All directors and officers shall at all times comply with all applicable State conflicts
of interest laws.
Section 6. Gifts: The Board may accept, on behalf of the Foundation, any contribution, gift,
bequest, or devise for the general purposes or for any special purposes of the Foundation.
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ARTICLE VII
MISCELLANEOUS
Section 1. Fiscal Year: The fiscal year of the Foundation shall be January 13t through
December 3131
Section 2. Seal: The seal of the Foundation shall be determined by the Board.
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 the
resignation shall not be necessary to make it effective, unless expressly so provided in the
resignation.
Section 4. Indemnification of Directors, Officers and Employees:
a. The Foundation shall indemnify a person who was, is or has been threatened
to be made a defendant or respondent in a proceeding because the person is or
was a Board member, officer, employee, or agent, but only if the
determination to indemnify is made in accordance with the provision of
Article 1396-2.22A of the Texas Civil Statutes, as amended.
b. The Foundation shall indemnify each and every member of the Board, its
officers, its employees, it agents, to the fullest extent permitted by law and not
otherwise covered by insurance, against any and any actions or omissions that
may arise out of the functions and activities of the Foundation.
c. The Foundation may purchase and maintain insurance on behalf of any Board
member, officer, employee or agent of the Foundation, or on behalf of any
personnel serving at the request of the Foundation as a Board member, officer,
employee, or agent of another corporation, partnership, joint venture, 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 Foundation, whether or not the Foundation has the power to indemnify
that person against liability for any of those acts.
ARTICLE VIII
EFFECTIVE DATE; AMENDMENTS
Section 1. Effective Date: These Bylaws shall become effective upon adoption by the
Board.
Section 2. Amendments to Articles of Incorporation and Bylaws: The Articles of
Incorporation and the Bylaws may be amended or repealed and amended articles of
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F
incorporation and bylaws may be adopted by an affirmative vote of three (3) Board members
present at any regular meeting or at any special meeting.
Adopted the 9114 day of April, 2004.
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