R62OFFICIAL CITY
SECReARY'S COPY
RESOLUTION NO. 62
A RESOLUTION AUTHORIZING THE CREATION OF THE
KENNEDALE ECONOMIC DEVELOPMENT
CORPORATION; APPROVING THE ARTICLES OF
INCORPORATION AND INITIAL BYLAWS OF THE
CORPORATION; APPOINTING THE INITIAL DIRECTORS
OF THE CORPORATION; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the city held an election on August 10, 1996, at which the voters
approved a one -half of one percent sales and use tax for the benefit of a development
corporation pursuant to Section 4B of the Development Corporation Act of 1979, as
amended, Article 5190.6, Vernon's Texas Civil Statutes, (the "Act "), as amended; and
WHEREAS, pursuant to the authority of the Act, the city council desires to authorize
the creation of a non - profit corporation (the "Corporation ") to act on its behalf in
undertaking projects authorized by Section 413 of the Act; and
WHEREAS, this meeting is open to the public as required by law, and public notice
of the time, place, and purpose of this meeting was given as required by the Texas Open
Meetings Act, Chapter 551, Government Code.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF KENNEDAIA TEXAS:
SECTION 1.
That the city council hereby authorizes the creation of the Kennedale Economic
Development Corporation, approves the Articles of Incorporation (the "Articles ") in
substantially the form and substance attached to this resolution as Exhibit A , and authorizes
the filing of the Articles with the Secretary of State of Texas in accordance with the Act.
The city council further designates the Kennedale Economic Development Corporation as
a corporation under Section 413 of the Act.
SECTION 2.
That the city council appoints those persons named in the Articles, to serve as the
initial members of the board of directors of the Corporation, subject to the authority of the
city council under the Articles.
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SECTION 3.
That it is the intent of the city council that the Corporation be an instrumentality of
the city, with the power to act on its behalf and to accomplish the public purposes of
projects and improvements that promote economic development within the city, including,
but not limited to, construction, operation, and administration, as permitted by Section 4B
of the Act, as amended.
SECTION 4.
That the board of directors of the Corporation shall develop a capitol improvements
plan and an economic development strategic plan. These plans shall be submitted to the
city council for approval by January 1, 1997. The annual budget of the corporation shall be
based on these plans which may be amended from time to time when approved by the city
council.
SECTION 5.
That the city council hereby approves the bylaws for the Corporation in substantially
the form and substance attached to this resolution as Exhibit B .
SECTION 6.
That this resolution shall take effect from and after its passage, and it is so resolved.
Adopted this
14th
day of November , 1996.
A �
Mayor
ATTEST:
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OFFICIAL CI V
aCRk"[I'wu'a CU_t-
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF KENNEDALE §
We, the undersigned officers of the City of Kennedale, hereby certify as follows:
1. That the city council convened in REGULAR MEETING ON THE
14th DAY OF NOVEMBER, 1996 , at the community center, and the roll of the officers and
members was called and
the following members were present:
Mayor Robert P. Mundy
Mayor Pro Tern Mark Wright
Councilmember George Barrett
Councilmember Tom Boone
Councilmember Ron Kovach
and the following member was absent:
Councilmember Sandra McCraw
thus constituting a quorum. Among other business, the following was transacted at the
meeting: a written
RESOLUTION AUTHORIZING THE CREATION OF THE KENNEDALE
ECONOMIC DEVELOPMENT CORPORATION; APPROVING THE
ARTICLES OF INCORPORATION AND INITIAL BYLAWS OF THE
CORPORATION; APPOINTING THE INITIAL DIRECTORS OF THE
CORPORATION; AND PROVIDING AN EFFECTIVE DATE
was introduced as Resolution No. 62 for the consideration of the city council. It was
moved and seconded that the resolution be adopted; and, after discussion, the motion
carrying with it the passage of the resolution, prevailed and carried by the following vote:
AYES: Wright, Barrett, Boone and Kovach
NOES:
None
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2. That a true, full, and correct copy of Resolution No. 62, adopted at the
meeting described in the above paragraph is attached to and follows this certificate; that the
resolution has been duly recorded in the city council's minutes of the meeting; that the above
paragraph is a true, full, and correct excerpt from the city council's minutes of the meeting
pertaining to the passage of the resolution; that the persons named in the above paragraph
are the officers and members of the city council; that each of the officers and members of
the city council was notified officially and personally, in advance, of the time, place and
purpose of the meeting, and that the resolution would be introduced and considered for
passage at the meeting, and each of the officers and members consented, in advance, to the
holding of the meeting for that purpose, and that the meeting was open to the public and
public notice of the time, place, and purpose of the meeting was given, all as required by the
Texas Open Meetings Act, Chapter 551, Government Code.
3. That the Mayor has approved the resolution; that the mayor and the city
secretary have signed the resolution; and that the mayor and the city secretary declare that
their signing of this certificate shall constitute the signing of the attached and following copy
of the resolution for all purposes.
SIGNED AND SEALED the 25th day of November , 1996.
ATTEST:
CIT SEC ETARY MAYOR
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OVOC
ARTICLES OF INCORPORATION
OF
KENNEDALE ECONOMIC DEVELOPMENT CORPORATION
( YA t' 0
THE STATE OF TEXAS § In ttw ofiicr: ui iiW
§ socrotsry of 5t A, ,
COUNTY OF TARRANT § P ? =;
CITY OF KENNEDALE §
i:(lfl €'a`)f�P- ;ilri�l< "s d�GfIE7P
WE, THE UNDERSIGNED natural persons, not less than three in number, each of
whom is at least 18 years of age, and each of whom is a qualified elector of the City of
Kennedale, Texas, a municipal corporation established under the Texas Constitution, acting
as incorporators of a public instrumentality and nonprofit development corporation (the
"Corporation ") under the "Development Corporation Act of 1979 ", as amended, with the
approval of the City Council of the City of Kennedale, Texas (the "City ") as evidenced by
the Resolution attached as Attachment "A" and made a part of these Articles for all
purposes, do hereby adopt the following Articles of Incorporation for the Corporation:
ARTICLE I
NAME
The name of the Corporation is " Kennedale Economic Development Corporation."
ARTICLE II
AUTHORIZATION
The Corporation is a nonprofit corporation, and is a development corporation under
Section 4B of the Development Corporation Act of 1979, as amended, Article 5190.6
Vernon's Texas Civil Statues, (the "Act ").
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ARTICLE III
DURATION
The period of duration of the Corporation is perpetual.
ARTICLE IV
PURPOSE AND LIMITATIONS
The Corporation is organized exclusively for the purposes of benefiting and
accomplishing public purposes of, and acting on behalf of, the City in the promotion and
development of projects approved by the voters of the City at an election held on August
10, 1996, including, but not limited to public parks, park facilities and events, open space
improvements, learning centers, municipal buildings, related area transportation facilities,
and related roads, streets, and water and sewer facilities, recycling facilities and projects to
promote new or expanded business enterprises including public safety facilities, professional
and amateur athletics and sports including stadiums, ball parks, auditoriums, projects related
to entertainment, convention, tourist, and exhibition facilities, amphitheaters, concert halls,
museums and related stores, restaurant, concession, and automobile parking facilities,
demolition of existing structures, and general improvements that are municipally owned, as
well as any other improvements or facilities that are related to any of the above projects and
any other project authorized under Section 4B of the Act, and maintenance and operation
costs associated with such projects. The Corporation may issue bonds on behalf of the City
to finance projects. 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 Sections 103
and 141 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 the Texas Constitution, and no agreements, bonds, debts or obligations of
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the Corporation are or shall ever be deemed to be the agreements, bonds, debts or
obligations, a pledge of faith and credit, 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.
ARTICLE V
FINANCING
(a) No bonds may be issued by the Corporation and no project may be financed
with bond proceeds or other revenues of the Corporation unless the bonds or projects are
first approved by the City Council.
(b) In the exercise of the powers of the Corporation, the Corporation may enter
into loan, lease, trust, or other agreements as authorized by the Act that are necessary and
appropriate to the fulfillment of the public purpose of the Corporation, all of which
agreements, and the specific uses, and the methods of withdrawal and expenditure of the
proceeds of the bonds, notes, or other debt instruments proposed to be issued by the
Corporation, shall be stated and described in the proceedings authorizing the bonds, notes,
or other debt instruments, and must be included as a part of the approval process of the
City Council required above. In connection with the issuance of its obligations, the
Corporation shall select bond counsel and financial advisors acceptable to the City Council.
(c) In the exercise of the powers of the Corporation, the Corporation may not
enter into any loan, lease, trust, or other agreement the effect of which would grant, convey,
transfer, mortgage, encumber, pledge or assign a security interest or any interest in any
property owned by the City. Any agreement entered into by the Corporation shall contain
language substantially to the effect that any grant, conveyance, transfer, mortgage,
encumbrance, pledge or assignment of property owned by the City is prohibited.
ARTICLE VI
MEMBERS
The Corporation has no members and is a nonstock corporation.
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ARTICLE VII
SALES TAX
Upon receipt from the City of the proceeds of the sales and use tax imposed under
Section 4B of the Act, the Corporation may use the proceeds to pay the cost of projects and
improvements (including, but not limited to construction, maintenance, operation, and
administration) as defined in Section 413(a) of the Act and for the promotion of economic
development as provided in the Act. The proceeds may also be expended to pay the
principal and interest on, and other costs relating to bonds or other obligations issued by the
corporation to pay the costs of the projects, or to refund bonds or other obligations issued
to pay the costs of projects.
ARTICLE VIII
CONTRACTS AND EXPENDITURES
All contracts of the Corporation must be approved by the City Council before the
contract is executed by the officers of the Corporation. After a contract is approved by the
City Council, expenditures made in accordance with the terms of that contract do not
require additional city council approval. Other expenditures of the Corporation require City
Council approval before the expenditure is made.
ARTICLE IX
AMENDMENT
These Articles of Incorporation may be amended at any time as provided in the Act,
to make any changes and add any provisions which might have been included in the Articles
of Incorporation in the first instance. Any amendment may be accomplished in either of the
following manners:
(1) The members of the board of directors of the Corporation may file with the City
Council of the City a written application requesting approval of amendments to the Articles
of Incorporation, specifying the amendments proposed to be made. The City Council shall
consider the application and, if it determines that it is advisable that the proposed
amendments be made and approves the proposed amendments by resolution, then the board
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of directors of the Corporation may amend the Articles of Incorporation by adopting the
approved amendments at a meeting of the board of directors and delivering articles of
amendment to the Secretary of State; or
(2) The City Council of the City may, at its sole discretion, and at any time, amend
these Articles of Incorporation and alter or change the structure, organization, programs or
activities of the Corporation, or terminate or dissolve the Corporation (subject to the
provisions of the Act, and subject to any limitation provided by the constitutions and laws
of the State of Texas and the United States of America on the impairment of contracts
entered into by the Corporation) by written resolution adopting the amendment to the
Articles of Incorporation or by articles of dissolution at a meeting of the City Council and
delivering articles of amendment or dissolution to the Secretary of State, as provided in the
Act. Restated Articles of Incorporation may be filed with the Secretary of State as provided
in the Act if approved by the City Council.
ARTICLE X
ADDRESS
The street address of the initial registered office of the Corporation is P.O. Box 268,
209 N. New Hope Road, Kennedale, Texas 76060, and the name of its initial registered
agent at that address is Kathy Turner, a resident of the State of Texas.
ARTICLE XI
BOARD OF DIRECTORS
(a) The affairs of the Corporation shall be managed by a board of directors which
shall be composed of seven persons appointed by the City Council of the City for two -year
terms of office. Places 1, 3, 5, and 7 shall be appointed in odd - numbered years, and the
initial term shall expire in 1997. Places 2, 4, and 6 shall be appointed in even - numbered
years, with the initial term expiring in 1998. Terms shall begin October 1st of each year.
(b) Each director must be a resident of the City. At least three of the directors must
not be employees, officers, or members of the City Council. A majority of the entire
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membership of the board, including any vacancies, is a quorum. The board shall conduct
all meetings within the boundaries of the City.
(c) The names and street addresses of the persons who are to serve as the initial
directors and the dates of expiration of their initial terms as directors, are as follows:
NAMES ADDRESSES
(1) Tan Boone 908 Little school Road , Kennedale, Texas 09/30/97
(2) Ron Kovach 816 Shady Creek Kennedale, Texas 09/30/98
(3) Gregory sellers 618 Bluebonnet Lane Kennedale, Texas 09/30/97
(4) Nita Vaughn 408 Coker valley Drive Kennedale, Texas 09/30/98
(5) Robert Duval 1010 Colonial Court , Kennedale, Texas 09/30/97
(6) John Berry 604 Hillside Drive , Kennedale, Texas 09/30/98
(7) Michael Box 101 Bowles Court , Kennedale, Texas 09/30/97
Each director must be qualified voter of the City. Each director, including the initial
directors, shall be eligible for reappointment. Directors may be removed by the City Council
at any time without cause.
(d) The directors shall serve without compensation but, they shall be reimbursed for
their actual expenses incurred in the performance of their duties as directors. Any vacancy
occurring on the board of directors shall be filled by appointment by the City Council of a
person who shall hold office until the expiration of the term. A director who is a member
of the city council shall cease to be a director upon ceasing to be a member of the city
council. The directors shall elect a president and vice- president and the city secretary shall
be the secretary and treasurer of the corporation, as more specifically provided in the
corporation's bylaws. The term of the president and the vice- president shall be for a period
of one year, expiring on the Third Tuesday of August of each year. The city administrator,
or city manager, as the case may be, shall serve as executive director of the corporation to
provide administrative support services for the corporation.
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(e) Meetings of the board of directors are subject to the Texas Open Meetings
Act, Chapter 551, Texas Government Code, and the Corporation is subject to the Texas
Open Records Act, Chapter 552, Texas Government Code.
ARTICLE XII
INCORPORATORS
The names and addresses of the original incorporators are:
NAMES ADDRESSES
(1) Margaret Eichelberger 801 shady Creek Kennedale, Texas
(2) Vicki Thompson 916 Harrison Drive Kennedale, Texas
(3) Linda Rooster 1401 Peggy Lane , Kennedale, Texas
Each incorporator is a qualified elector of the city.
ARTICLE XIII
CITY COUNCIL APPROVAL
The City Council has specifically authorized the Corporation by Resolution to act on
its behalf to further the purposes approved by the voters at an election held August 10,
1996, as stated in the Resolution and in these Articles of Incorporation. By the same
Resolution, the City Council has approved these Articles of Incorporation. A copy of the
authorizing Resolution is attached to these Articles of Incorporation and made a part of
them for all purposes.
ARTICLE XIV
RESTRICTIONS
(a) No dividends shall ever be paid by the Corporation and no part of its net
earnings remaining after payment of its expenses shall be distributed to or inure to the
benefit of its directors or officers or any individual, firm, corporation or association.
(b) No part of the Corporation's activities shall be carrying on propaganda, or
otherwise attempting to influence legislation, and it shall not participate in, or intervene in
(including the publishing or distributing of statements), any political campaign on behalf of
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or in opposition to any candidate for public office.
(c) If the Corporation is ever determined to be a private foundation within the
meaning of Section 5.09(a) of the Internal Revenue Code of 1986, as amended (the "Code "),
the Corporation:
(1) 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 Code;
(2) shall not engage in any act of self - dealing as defined in Section 4941(d) of
the Code;
(3) shall not retain any excess business holdings as defined in Section 4943(c)
of the Code;
(4) shall not make any investments in such manner as to subject it to tax under
Section 4944 of the Code; and
(5) shall not make any taxable expenditures as defined in Section 4945(d) of
the Code.
ARTICLE XV
DISSOLUTION
If the Corporation ever should be dissolved when it has, or is entitled to, any interest
in any funds or property of any kind, real, personal or mixed, such funds or property or
rights thereto shall not be transferred to private ownership, but shall be transferred and
delivered to the City after satisfaction or provision for satisfaction of debts and claims.
Incorporators
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THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF KENNEDALE §
I, the undersigned, a Notary Public, do hereby certify that on this 26th day of
November 1996, personally appeared before me Margaret Eichelberger
Vicki Thompson and Linda Rooster who, each being by me first duly
sworn, declared that they are the persons who signed the foregoing document as
Incorporators, and that the statements therein contained are true.
IN WITNESS WHEREOF, I have set my hand and seal of office the day and year
above written.
Notary Public in and for the State of Texas
LYNETTE WHIDDEN
� Notary Public
State of Texas
Fow<< Commission Expires 5- 15-98
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KENNEDALE ECONOMIC DEVELOPMENT CORPORATION
BYLAWS
ARTICLE I. OFFICES
1.01 Location. The principal office of the Kennedale Economic Development
Corporation (the "corporation ") is located at P.O. Box 268, 209 N. New Hope Road,
Kennedale, Texas, 76060.
ARTICLE II. DIRECTORS
2.01 Number, Appointment, and Term of Office. The business and affairs of the
corporation shall be managed by a board of seven directors (the "Board "). Directors shall
be appointed by the city council of the City of Kennedale ( "City Council "), and at least three
directors must not be employees, officers, or members of the city council. Each member of
the board shall serve at the pleasure of the city council for a term of two years. Each
director shall be a resident of the City of Kennedale ( "City ") and is entitled to one vote upon
the business of the corporation.
2.02 Vacancies. In case of a vacancy on the board, the city council shall appoint
a successor to serve the remainder of the unexpired term.
2.03 Regular Meeting; Place of Meetings. Regular meetings shall be held from time
to time as determined by resolution of the board and shall be held at the Kennedale
Community Center, 100 East Broadway Street, unless otherwise determined by resolution
of the board. In any event, all meetings shall be held within the corporate boundaries of the
City of Kennedale. A meeting of the board for the election of officers and the transaction
of other business shall be held on the third Tuesday in August of each year, unless changed
by resolution of the board. All meetings shall be called and held in accordance with the
Texas Open Meetings Act, Chapter 551, Government Code, as amended.
2.04 Special Meetings. Special meetings of the board shall be held whenever
called by the president, or upon written request by two directors.
2.05 Notice of Meetings. The secretary shall cause notice of the time and place of
holding each meeting of the board to be given to each director. The notice may be in
writing, in person, or in person by telephone. Notice of each meeting shall also be given to
the public in accordance with the provisions of the Texas Open Meetings Act, Chapter 551,
Government Code, as amended.
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2.06 Quorum. A majority of the membership of the board, including vacancies,
shall constitute a quorum for the transaction of business.
2.07 Order of Business. The order of business shall be determined by the board.
2.08 Presiding Officer. At all meetings of the board, the president, or in the
president's absence, the vice - president, or in the absence of both of these officers, a member
of the board selected by the directors present, shall preside. The secretary of the
corporation shall sit as secretary at all meetings of the board, and in case of the secretary's
absence, the presiding officer shall designate any person to act as secretary.
2.09 Management. The property and business of the corporation shall be managed
by the board which may exercise all powers of the corporation.
2.10 Additional Powers. In addition to the powers conferred by these by -laws, and
with the approval of the city council, the board may exercise all powers of the corporation
and do all lawful acts and things that are not prohibited by statute, or these by -laws
including, but not limited to the following powers:
(1) To purchase, or otherwise acquire for the corporation, any property, rights, or
privileges which the corporation is authorized to acquire, at such price or consideration and
generally on such terms and conditions as they determine to be appropriate, and at their
discretion to pay therefor either wholly or partly in money, notes, bonds, debentures, or
other securities or contracts of the corporation as may be lawful.
(2) To create, make and issue notes, mortgages, bonds, deeds of trust, trust
agreements and negotiable or transferable instruments and securities, secured by mortgage
or deed of trust on any real property of the corporation or otherwise, and to do every other
act or thing necessary to effect the same.
(3) To sell or lease the real or personal property of the corporation on such terms
as the board may see fit and to execute all deeds, leases and other conveyances or contracts
that may be necessary for carrying out the purposes of this corporation.
ARTICLE. III OFFICERS
3.01 Compensation of Directors and Officers. Directors and officers, shall not
receive any salary for their services but by resolution of the board, expense incurred in the
corporation's business may be reimbursed.
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3.02 Executive Officers. The executive officers of the corporation shall be a
president and vice - president. The board, at each annual meeting shall elect these officers
by ballot. These offices shall be held by directors. The offices of secretary and treasurer
shall be held by the city secretary. The person holding the offices of secretary and treasurer
shall be a non - voting ex officio member of the board. The board may appoint such other
officers as they deem necessary, who shall have such authority, and shall perform such duties
as from time to time may be prescribed by the board. The city administrator shall serve as
the executive director of the corporation and shall provide such staff as may be necessary
for administrative support services for the corporation. The executive director shall be a
non - voting ex officio member of the board.
3.03 Powers and Duties of the President. The president shall preside at all meetings
of the directors. He or she shall have power to sign and execute all contracts and
instruments of conveyance in the name of the corporation, to sign checks, drafts, notes and
orders for the payment of money, and to appoint and discharge agents and employees,
subject to the approval of the board. He or she shall have general and active management
of the business of the corporation, and shall perform all the duties usually incident to the
office of president.
3.04 Vice - President. The vice president shall have such powers and perform such
duties as may be delegated to him or her by the board. In the absence or disability of the
president, the vice - president may perform the duties and exercise the powers of the
president.
3.05 Power and Duties of the Secretary. The secretary shall keep the minutes of all
meetings of the board in books provided for that purpose; shall provide all notices, may sign
with the president, or a vice - president, in the name of the corporation, all contracts and
instruments of conveyance authorized by the board, shall have charge of the books and
papers of the board, and shall in general perform all the duties incident to the office of
secretary, subject to the control of the board. Records of the corporation shall be
maintained and filed in the office of the city secretary of the city.
3.06 Treasurer. The treasurer shall have custody of all funds and securities of the
corporation and shall 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 depository as the board may designate. Whenever required by the board the treasurer
shall render a statement of the corporation's cash account; enter regularly in the books of
the corporation, a full and accurate account of the corporation; and perform all acts incident
to the position of treasurer, subject to the control of the board. All written statements and
accounts shall be maintained and filed in the office of the city administrator for the city.
The treasurer shall give a bond for the faithful discharge of his duties in such sum, if any,
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as the board may require.
ARTICLE IV. CORPORATION SEAL
A corporate seal is authorized, but shall not be required.
ARTICLE V. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of October and
terminate on the 30th day of September in each year.
ARTICLE VI. INDEMNITY
The corporation shall indemnify each member of the board, its officers and
employees, and each member of the city council and employee of the city, to the applicable
limits established by the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil
Practices and Remedies Code) or other applicable law, against all liability or expense,
including attorneys fees, incurred by reason of any actions or omissions that may arise out
of the functions and activities of the corporation.
ARTICLE VII. MISCELLANEOUS
7.01 Notices and Waivers. Whenever under the provisions of these bylaws notice
is required to be given to any director or officer, unless otherwise provided, the notice may
be given personally, or it may be given in writing by depositing it in the post office or letter
box in a post paid envelope or postal card addressed to the director or officer, at the
address as appears on the books of the corporation, and the notice shall be deemed to be
given at the time when it is mailed. Whenever any notice to directors or officers is required
to be given by law, or by these bylaws, a waiver in writing signed by the person or persons
entitled to the notice, whether before or after the time stated shall be deemed the equivalent
of notice. This paragraph does not eliminate the requirement to comply with the Open
Meetings Act.
7.02 Negotiable Instruments. All checks, drafts, notes or other obligations of the
corporation shall be signed by such of the officers of the corporation or by such person or
persons as may be authorized by the board. All checks shall require the signature of two
persons.
7.03 Resignations. Any director or officer may at any time resign. Resignations
shall be made in writing and shall take effect at the time specified in the resignation, or, if
no time be specified, at the time of its receipt by the president or the secretary. The
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acceptance of a resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.
7.04 Approval of the City Council. To the extent these bylaws refer to any approval
or other action to be taken by the city, that approval or action shall be evidenced by a
certified copy of a resolution, ordinance, or motion duly adopted by the city council.
7.05 Organizational Control. The city council at its sole discretion, and at any time,
may alter or change the structure, organization or activities of the corporation (including the
termination of the corporation), subject to any limitation on the impairment of contracts
entered into by such corporation. The foregoing notwithstanding, the city, at all times during
which any indebtedness of the corporation, the interest on which is exempt from federal
income taxation, remains outstanding, will maintain a beneficial interest in the corporation.
7.06 Annual Audit. The board shall arrange for an annual independent audit of the
corporation's books and records and shall present the audit report to the city council within
180 days of the end of each fiscal year.
7.07 Quarterly Reports. The board shall prepare a quarterly activity report, detailing
the projects and work accomplished during the previous quarter. This report shall be
submitted to the city council by the 15th day of the month following the end of each quarter.
ARTICLE VIII. PROVISIONS REGARDING BYLAWS
(a) These bylaws shall become effective only upon the occurrence of the following
events:
(1) the approval of these bylaws by the city council; and
(2) the adoption of these bylaws by the board of directors.
(b) These bylaws may be amended at any time and from time to time either by
majority vote of the directors then in office with approval of the city council or by the city
council itself, at its sole discretion.
(c) These bylaws shall be liberally construed to effectuate their purposes. If any
word, phrase, clause, sentence, paragraph, section or other part of these bylaws, or the
application thereof to any person or circumstances, shall ever be held to be invalid or
unconstitutional by any court of competent jurisdiction, the remainder of these bylaws and
the application of such word, phrase, clause, sentence, paragraph, section or other part of
these bylaws to any other person or circumstance shall not be affected thereby.
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ARTICLE IX. DISSOLUTION OF CORPORATION
It shall not be the purpose of this corporation to engage in carrying on propaganda
or otherwise attempting to influence legislation. Upon the dissolution of the corporation
after payment of all obligations of the corporation, all remaining assets of the corporation
shall be transferred to the City of Kennedale, Texas.
I hereby certify that the foregoing bylaws are the true and correct bylaws of the
corporation as adopted by the Kennedale City Council on the 14th day of
November , 1996.
Secretary
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