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RE 2001-09-25.3A RESOLUTION OF THE CITY OF COPPELL, TEXAS RESOLUTION NO. 2001-0925.3 A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE BYLAWS AND THE ARTICLES OF INCORPORATION OF THE COPPELL EDUCATION DEVELOPMENT CORPORATION; AUTHORIZING EXECUTION OF THE SAME; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, as a result of the August 11, 2001 election, the City of Coppell adopted a sales and use tax for the purpose of financing programs to publicly funded education institutions through the Coppell Education Development Corporation for the promotion of literacy, foreign language, and career technology for the development of a skilled workforce; and WHEREAS, establishment of the Coppell Education Development Corporation requires adoption of the Articles of Incorporation and Bylaws; and WHEREAS, the City Council has the responsibility of approving said Articles and Bylaws, of authorizing execution, and appointing appropriate number of qualified members in accordance with Section 379A.021 of The TEXAS LOCAL GOVERNMENT CODE; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the Articles of Incorporation, which are attached hereto and made a part hereof for all purposes as Exhibit "A", are hereby adopted and the incorporators named therein are hereby appointed and authorized to execute the same. SECTION 2. That the Bylaws, which are attached hereto and made a part hereof for all purposes as Exhibit "B", are hereby approved and execution of the same is hereby authorized. SECTION 3. That this Resolution shall take effect immediately from and after its passage as the law and charter in such cases provide. 1 43134 DULY PASSED by the City Council of the City of Coppell, Texas, this the 25th day of September,2001. CANDY SHEEHAN, MAYOR - ATTEST: LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ROBERT E. HAGER, CITY ATTORNEY (REH/cdb 9/4/01) 2 43]34 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 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 3 43134 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 four (4) board members appointed at large shall serve one (1) year terms, the three (3) 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. 4 43134 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 meeting 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 5 43134 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, 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 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. 6 43134 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) computer and video technology; and, (c) foreign languages. B. All grants made by the board of Directors shall be made to publicly fund institutions in proportion to the number of students of each publicly funded institution located within the corporate limits in accordance with total enrollment figures as of January 15 of each calendar year. 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. 7 43134 (b) All officers shall be subject to removal from office at any time by a vote of a majority of the entire Board. (c) A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. Section 2. 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. (c) Shall have the authority, upon notice to the members 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 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 8 43134 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. Treasurer. The treasurer shall be the Finance Director of the City of Coppell or as appointed by the City Manager. The treasurer shall have the responsibility to oversee the handling, custody, and security of all funds and securities of the Corporation in accordance with these Bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of the duties in such form and amount as the Board or the Council may require. Section 5. Secretary. The secretary shall keep the minutes of all meetings of the Board in books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, 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 6. The president, each vice president, and the secretary shall be named from among the members of the Board. 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 9 43134 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 November 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. 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 December 15. 10 43134 (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 expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: 11 43134 (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. 12 43134 Section 1. December 31st. Section 2. Seal. ARTICLE VII MISCELLANEOUS PROVISIONS Fiscal Year. The fiscal year of the Corporation shall be January 1st to 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. 13 43134 (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 These Bylaws shall become effective upon the occurrence of Section 1. Effective Date. the following events: (2) 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. 14 43134 Adopted this the day of ., 2001. By:. Presidem of the Board of Directors ATTEST: By: Corporate Secretary 15 43134 ARTICLES OF INCORPORATION FILED OF ~,_...~.ln the Office State°fof the COPPELL EDUCATION DEVELOPMENT CORPO'-~I~'rl'~I°f Texas SEP 27 2001 We, the undersigned natural persons over the age of eighteen (18) and qualified electors of thc Cit~ o£ Coppcl], Tcx~ act~ as ~co~orators, adopt thc £o]]o~n§ ~mic]cs o£ ~_corpo~on of thc Coppc]l Educa~on Development Corporation. ARTICLE I NAME The name of the corporation is Coppell Education Development Corporation. ARTICLE II STATUS The Corporation is a nonprofit corporation. The Corporation is a non-stock corporation and has no members. ARTICLE III DURATION The period of its duration is perpetual. ARTICLE IV PURPOSES 4.01 The purpose or purposes for which the Corporation is organized for the purpose of financing programs to publicly funded institutions through the Coppell Education Development Corporation for the promotion of literacy, foreign language and career technology for a skilled workforce, as authorized by Section 379A of the TEXAS LOCAL GOVERNMENT CODE, as amended. 41794 - 1 - 4.02 All grants awarded to any publicly funded institution in the execution of the purposes provided herein, shall be on a just and equitable basis in accordance with an adopted policy by the Board of Directors, in its Bylaws, approved in accordance with {} 379A of the TEXAS LOCAL GOVERNMENT CODE. 4.03 In no event shall any grant be made to acquire, construct, purchase, maintain, improve or own any real property buildings, structures, improvements or equipment. ARTICLE V REGISTERED OFFICE/AGENT The street address of the initial registered office of the Corporation is c/o City Manager, 255 Parkway Boulevard, Coppell, Texas 75019, and the name of its initial registered agent at such address is Jim Witt. ARTICLE VI DIRECTORS The number of directors constituting the initial Board of Directors is seven, and the names, addresses and initial terms of office of the persons who are to serve as the initial directors in accordance with these Articles are as follows: NAME ADDRESS TERM Quay Bratton 644 Quail Lane, Coppell, Texas 75019 1 year Tiffany L. Pittman 1310 Bradford Drive, Coppell, Texas 75019 1 year Ann Golding 837 Castle Creed Drive, Coppell, Texas 75019 1 year Jerry Coker 131 Tennyson Place, Coppell, Texas 75019 2 years David Hermanski, II 730 Armstrong Blvd., Coppell, Texas 75019 2 years Betty Carter 787 Pelican, Coppell, Texas 75019 2 years 17 43134 Peggy Quinn 305 Beechwood Lane, Coppell, Texas 75019 2 years Directors are appointed to serve two (2) year staggered terms at the pleasure of the City Council of the City of Coppell. The initial Directors shall be appointed in accordance with above schedule, thereafter all appointment shall be in accordance with these Articles. A Director may be removed by the City Council of the City of Coppell at any time without cause. Directors shall serve without compensation except that they shall be entitled to reimbursement for expenses incurred in the performance of their duties as Directors. ARTICLE VH INCORPORATORS The name and street address of the incorporators are Robert E. Hager, 255 Parkway Boulevard, Coppell, Texas 75019; Jim Witt, 255 Parkway Boulevard, Coppell, Texas 75019; and Clay Phillips, 255 Parkway Boulevard, Coppell, Texas 75019. ARTICLE VIII AUTHORIZATION The City Council of the City of Coppell, Texas, has specifically authorized the formation of the Coppell Education Development Corporation, a nonprofit corporation, by Resolution approving the form of these Articles of Incorporation. ARTICLE IX ELIGIBILITY Directors must be residents of the City of Coppell, Texas for a minimum of one (1) year. Directors may not have a personal interest in a contract executed by the corporation. Directors may not be an employee, officer or member of the governing body of the City of Coppell, Texas, or any affected independent school district. 18 43134 ARTICLE X AMENDMENTS These Articles of Incorporation may at any time, and from time to time, be amended by the following: a. the Board of Directors shall file with the City Council of the City of Coppell, Texas, a written application requesting approval of the amendments to the Articles of Incorporation, specifying in such application, the proposed amendments. City Council shall consider such application and, if deemed appropriate shall approve the form of the proposed amendments. The Board of Directors of the Corporation may then amend the Articles of Incorporation by adopting such amendment at a meeting of the Board of Directors and delivering the Amended or restated Articles of Incorporation to the Secretary of State, or b. the City Council of the City of Coppell, Texas may, at its sole discretion, amend these Articles of Incorporation, by the adoption of a resolution approving amended or restated Articles of Incorporation. ARTICLE XI DISSOLUTION That the corporation may dissolve in accordance the Texas Nonprofit Corporation Act and after the disbursement of all remaining funds in accordance with said Act and as provided in these Articles. All funds, if any, not otherwise dispersed in accordance with these Articles, upon or after dissolution shall be disposed of in accordance with purposes of this Corporation to the appropriate and authorized publicly funded institutions for primary, secondary, or higher education. ARTICLE XH CITY APPROVAL 19 43134 ROBERT E. HAGER, INCORPORATOR JIM WITT, INCORPORATOR CLAY PHILLIPS, INCORPORATOR 41794 -5- STATE OF TEXAS COUNTY OF DALLAS Before me, a Notary Public, on this day personally appeared Robert E. Hager, Jim Witt, and Clay Phillips, known to me to be the persons whose names are subscribed to the foregoing document and being by me first duly sworn, declared that the statements therein contained are tree and correct. Given under my hand and seal of office this 25th day of September ,2001. Notary Public, State of Texas My Commission Expires: t> - / / "0 4--'"':"~*~ ~7'"" 41794 -6-