HomeMy WebLinkAboutR-2000-19
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RESOLUTION NO. 2000- 19
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LA PORTE APPROVING
THE ARTICLES OF INCORPORATION AND BYLAWS OF THE LA PORTE
REDEVELOPMENT AUTHORITY; FINDING COMPLIANCE WITH THE OPEN MEETINGS
LAW; AND PROVIDING AN EFFECTIVE DATE HEREOF.
NOW THEREFORE, BE
CITY OF LA PORTE:
IT RESOLVED BY THE CITY COUNCIL OF THE
Section 1. The City Council of the City of La Porte hereby
approves the Articles of Incorporation and Bylaws of the La Porte
Redevelopment Authority, which are attached as Exhibits "A" and "B"
to the Application to the Mayor and City Council of the City of La
Porte, Texas, for creation of the La Porte Redevelopment Authority,
and approved by Ordinance No. 2000-~, dated December 11, 2000.
section 2. The City Council officially finds, determines,
recites, and declares that a sufficient written notice of the date,
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hour, place and subjec~ of this meeting of the City Council was
posted at a place convenient to the public at the City Hall of the
ci ty for the time required by law preceding this meeting, as
required by the Open Meetings Law, Chapter 551, Texas Government
Code; and that this meeting has been open to the public as required
by law at all times during which this resolution and the subject
matter thereof has been discussed, considered and formally acted
upon.
The City Council further ratifies, approves and confirms
such written notice and the contents and posting thereof.
section 3. This Resolution shall be effective from and after
its passage and approval.
PASSED AND APPROVED this 11th day of December, 2000.
By:
CI~4pOR~
Norman --. Ma~e, Mayor
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. ATTEST: A
~4 (1. _'1.mL
M rt a A. Gillett
City Secretary
A~~
Knox W. Askins
City Attorney
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APPLICATION TO THE MAYOR AND CITY COUNCIL OF THE CITY OF LA
PORTE, TEXAS, FOR CREATION OF THE LA PORTE REDEVELOPMENT
AUTHORITY, AND APPROVAL OF ARTICLES OF INCORPORATION AND
DYLA WS THEREOF
'Section 7 of Chapter 1241, Acts of the 71st Legislature of Texas, Regular Session,
1989 (now codified as Subchapter D of Chapter 431, Texas Transportation Code),
authorizes the creation and organization of public non-profit local government
corporations to act as a duly constituted authority of a city to aid and assist the city in the
performance of one or more governmental or proprietary functions.
A local government corporation is created pursuant to the provisions of Chapter
394, Vernon's Texas Codes Annotated, Local Government Code (the "Local Government
Code"). A local government corporation may have and exercise all of the powers
prescribed by Article 1396, Vernon's Texas Civil Statutes and Chapter 431, Texas
Transportation Code. A local government corporation's articles of incorporation and
bylaws shall be in the form and be executed, approved, and filed in the manner prescribed
by Chapter 394, Local Government Code.
Chapter 394 of the Local Government Code requires as a condition to the creation
of a local government corporation that at lease three (3) residents of the city who are
citizens of the state and at least eighteen (18) years of age, submit a written application
for the incorporation of the local government corporation.
NOW, THEREFORE, the undersigned petition and make application to the
honorable Mayor and City Council of the City of La Porte, Texas, (the "City") and
represent to the City as follows:
1. Pursuant to and in accordance with Chapter 394, Local Government Code,
the undersigned individuals, each of whom is a citizen of the State of
Texas, a resident of the City and over the age of eighteen (18) years, make
application to and r~quest the Honorable Mayor and City Council of the
City, to approve and authorize the creation of a public non-profit local
government corporation to be designated and known as the La Porte
Redevelopment Authority (the "Corporation"). The corporation shall have
and exercise all of the powers prescribed by Article 1396, Vernon's Texas
Civil Statutes and Chapter 431, Texas Transportation Code.
2. The undersigned further request the City Council of the City to approve
the incorporation of the Corporation with Articles of Incorporation and
Bylaws in substantially the form attached hereto as Exhibits "A" and "B"
respectively.
3. The undersigned further represent that duly executed original counterparts
of this application have been presented to and filed with the City Council
of the City in proper and due time, form, and manner, that this Application
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constitutes a proper and sufficient application to the City Council of the
City for approval and authorization of the creation of a public non-profit
local government corporation as required by Chapter 394, Local
Government Code, and that the City Council of the City may properly
consider and act upon this Application.
WHEREFORE, the undersigned respectfully request the Honorable Mayor
and City Council of the City to approve this Application in all respects and to
grant the relief requested and to take such further and additional actions and
proceedings as may be deemed necessary and proper in connection therewith.
Submitted this ~ day of
Peg one 9!' t'I
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Norman S. Cook ~
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L~er .. .
THE STATE OF TEXAS
COUNTY OF HARRIS
No Public in and for
The State of Texas
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CRYSTAL N, SCOTT
MY COMMISSION EXPIRES
August 2, 2004
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THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared
No\"'fY'Vl n S. C 00 b... , 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 them. day of
t~Jl}II' ",be r .2000.
arlJ/}. J~
CRYSTAL N. SCOTT
MY COMMISSION EXPIRES
August 2, 2004
Notary Public in and for
The State of Texas
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THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE dersigned authority, on this day personally appeared
J(. known to me to be the person whose name is subscribed
to the fo oing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
A P GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the Ql!l day of
IVOi., ~t(L ,2000. ~
7?JcIJi:r
Notary Public in and for
The State of Texas
ij;'~' CRYSTAL N, scorr
;*; 1 J . MY COMMISSION EXPIRES
(S ;. :I~ August2,2004
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EXHIBIT A
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ARTICLES OF INCORPORATION
OF
THE LA PORTE REDEVELOPMENT AUTHORITY
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 La Porte, Texas (the "City") and a citizen of
the State of Texas, acting as incorporators of a corporation under the provisions of Subchapter D of
Chapter 431, Texas Transportation Code (the "Act"), and Chapter 394, Vernon's Texas Codes
Annotated, Texas Local Government Code (the "Local Government Code"), do hereby adopt the
following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is LA PORTE REDEVELOPMENT AUTHORITY (the
"Authority").
ARTICLE n
The Authority is a public non-profit corporation.
ARTICLE m
The period of duration of the Authority shall be perpetual.
ARTICLE IV
The Authority is organized for the purpose of aiding, assisting, and acting on behalf of the
City in the performance of its governmental functions to promote the common good and general
welfare of the area included in Reinvestment Zone Number One, City of La Porte, Texas (the "La
Porte Reinvestment Zone") and neighboring areas, as more particularly described in City Ordinance
No. 99-2325 and Ordinance No. 99-2J5j}, and as the boundaries may be amended from time to time
(the " Area"); to promote, develop, encourage and maintain housing, educational facilities,
employment, commerce and economic developIPent in the City.
The Authority is further organized to aid, assist and act on behalf of the City and the Board
of Directors of the La Porte Reinvestment Zone:
(a) in the implementation of the Project Plan and a Financing Plan for the La Porte
Reinvestment Zone and the preparation and implementation of amendments thereto;
(b) in the development of a policy to finance development and redevelopment of residential,
educational facilities, commercial, and park/open space properties in the La Porte area; and
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(c) in the development and implementation of a redevelopment policy for the La 'Porte
area, including the acquisition of land for redevelopment pwposes.
The Authority is fonned pursuant to the provisions of the Act as it now or may hereafter be
amended, and Chapter 394, Texas Local Government Code, which authorizes the Authority to
assist and act on behalf of the City and to engage in activities in the furtherance of the pwposes for
its creation, provided that the Authority shall not be authorized to make or acquire home mortgages,
or to make loans to lending institutions, the proceeds of which are to be used to make home
mortgages or to make loans on residential developments.
The Authority shall have and exercise all of the rights, powers, privileges, authority, and
functions given by the general laws of Texas to non-profit corporations incorporated under the Act
including, without limitation, Article 1396, Vernon's Texas Civil Statutes.
The Authority 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 Authority to perfonn the pwposes for which it is created, including the power to issue bonds,
notes or other obligations, and otherwise exercise its borrowing power to accomplish the pwposes
for which it was created, provided that the Authority shall not issue bonds without the consent of
the City Council of the City.
The Authority is created as a local government corporation pursuant to the Act and shall be
a governmental unit within the meaning of Subdivision (2), Section 101.001, Texas Civil Practice
and Remedies Code. The operations of the Authority are governmental and not proprietary
functions for pwposes of the Texas Tort Claims Act, Section 101.001 et seq., Texas Civil Practice
and Remedies Code. The Authority shall have the power to acquire land in accordance with the
Act as amended from time to time.
ARTICLE V
The Authority shall have no members and shall have no stock.
ARTICLE VI
All powers of the Authority shall be vested in a Board composed of the same persons as
those appointed to the Board of Directors of the La Porte Reinvestment Zone. An appointment of a
director to the La Porte Reinvestment Zone shall constitute an appointment to serve as Director of
the Authority. The Authority in accordance with the provisions of the Bylaws may add additional
persons to the Board. The Board shall initially consist of nine (9) directors, and the initial directors
of the Authority ("Director" or "Directors") shall be those persons named in Article vm. Each
initial Director named ,in Article vm hereof shall serve for the tenn prescribed in the Bylaws.
Subsequent Directors shall be appointed by position to the Board as prescribed in the Bylaws.
Except as provided in the Articles of Incorporation, each Director shall serve for the term provided
in the Bylaws. Any Director may be removed from office at any time, with or without cause, by the
City Council.
The initial Chairperson shall be Alton Porter, and the Mayor of the City shall designate each
subsequent Chairperson of the Board.
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The following persons, or their designee, shall serve as an ex-officio, non-voting members
of the Board.
(1) City Manager;
(2) Assistant City Manager
(3) Director of Finance; and
(4) City Att~rney;.
In addition, the Board of Directors of the Authority may designate one or more
representatives of the La Porte Independent School District, Harris County or other political
subdivisions as ex officio, non-voting members of the Board of Directors.
All other matters pertaining to the internal affairs of the Authority shall be governed by the
Bylaws of the Authority, so long as such Bylaws are not inconsistent with these Articles of
Incorporation, or the laws of the State of Texas.
. ARTICLE vn
The street address pf the initial registered office of the Authority is 604 W. Fainnont
Parkway, La Porte, Texas, 77572, and the name of its initial registered agent at such address is John
Joerns.
ARTICLE VIII
The number of Directors initially constituting the Board is nine (9). The names, addresses,
and positions of the nine (9) initial Directors, each of who resides within the City are as follows:
Name anti Atitire!:l!:l
Peggy Antone
P.O. Box 1115
La Porte, Texas 77572-1115
Position One
Deotis Gay
P.O. Box 1115
La Porte, Texas 77572-1115
Position Two
Altot:l Porter, Chairman
P.O. Box 1115
La Porte, Texas 77572-1115
Position Three
Horace Leopard
P.O. Box 1115
La Porte, Texas 77572-1115
Position Four
Nonnan S. Cook
P.O. Box 1115
La Porte, Texas 77572-1115
Position Five
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Lindsay R. Pfeiffer
P.O. Box 1115
La Porte, Texas 77572-1115
David Webb
P.O. Box 1115
La Porte, Texas 77572-1115
Chester Pool
P.O. Box 1115
La Porte, Texas 77572-1115
John Black
P.O. Box 1115
La Porte, Texas 77572-1115
Position Six
Position Seven
Position Eight
Position Nine
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ARTICLE IX
The names and street addresses of the incorporators, each of whom resides within the City
are as follows:
N~mp. ~ncl Aclcl1'P.~~
Lindsay R. Pfeiffer
P.O. Box 1115
La Porte, Texas 77572-1115
Norman S. Cook
P.O. Box 1115
La Porte, Texas 77571
Chester Pool
P.O. Box 1115
La Porte, Texas 77572-1115
Horace Leopard
P.O. Box 1115
La Porte, Texas 77572-1115
ARTICLE X
Resolution No. ,~DOD.-ICJ approving the form of these Articles of Incorporation has
been adopted by the City Council of the City on 2000.
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ARTICLE XI
No Director shall be liable to the Authority 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 Authority, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for any transaction from which the Director received
an improper benefit, whether or not 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 of this Article by the Directors 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 Texas statutes hereafter enacted that further limits the
liability of a Director.
ARTICLE XII
In accordance with the provisions of Section 501 (c)(3) of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), and regardless of any other provisions of these Articles of
Incorporation or the laws of the State of Texas, the Authority: (a) shall not permit any part of the
net earnings of the Authority to inure to the benefit of any private individual (except that reasonable
compensation may be paid for personal services rendered to or for the Authority in effecting one or
more of its purposes); (b) shall not devote more than an insubstantial part of its activities to
attempting to influence legislation by lobbying..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 carry on, directly or indirectly, any voter registration drives. Any income earned
by the Authority after payment of reasonable expenses, debt and establishing a reserve shall accrue
to the City.
The City shall, at all times, have an unrestricted right to receive any income earned by the
Authority, exclusive of amounts needed to cover reasonable expenditures and reasonable reserves
for future activities, Unless otherwise directed by the City, any income of the Authority received by
the City shall be deposited into the Reinvestment Zone Number One, City of La Porte, Texas, Tax
Increment Fund, or its successor, No part of the Authority's income shall inure to the benefit of any
private interests,
If the Board of Directors determines by resolution that the purposes for which the Authority
was formed have been substantially met and all bonds issued by and all obligations incurred by the
Authority have been fully paid, the Board shall execute a certificate of dissolution which states
those facts and declares the Authority dissolved in accordance with the requirements of Sec-
tion 394,026 of Vernon's Texas Codes Annotated, Local Government Code, or with applicable law
then in existence. In the event of dissolution or liquidation of the Authority, all assets will be
turned over to the Finance and Administration Department of the City, or its successor, for deposit
into the Reinvestment Zone Number One, City of La Porte, Texas, Tax Increment Fund unless the
City Council shall otherwise direct.
Any capital project(s) of the Authority as well as all plans and specifications of any
improvement to be made by the Authority shall be approved by the Director of the Department of
Public Works and Planning of the City,
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ARTICLE XIII
If the Authority is a private foundation within the meaning of Section 509(a) of the Code,
the Authority: (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 Code;
(b) shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Code; (c) shall
not retain any excess business holdings as defined in Section 4943(c) of the Code; (d) shall not
make any investments in such manner as to subject it to tax under Section 4944 of the Code; and (e)
shall not make any taxable expenditures as defined in Section 4945( d) of the Code.
ARTICLE XIV
The City Council may at any time consider and approve an ordinance directing the Board to
proceed "with the dissolution of the Authority, at which time the Board shall proceed with the
dissolution of the Authority in accordance with applicable state law. The failure of the Board to
proceed with the dissolution of the Authority in accordance with this Section shall be deemed a
cause for the removal from office of any or a1I of the Directors as permitted by Article VI of these
Articles of Incorporation.
ARTICLE XV
These Articles may not b~ changed or amended unless approved by the City Council of the
City.
l I ~ WITNESS WHEREOF, we have hereunto
~2000.
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THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared IJtJ~. P/e;fte.r
known to me to be the person whose name is subscribed to, the foregoing instrwnent:aiid
acknowledged to me that she executed the same for the purposes and consideration therein
expressed.
GIVEN UNDER MY
~ni/mbtJf .2000.
~....".~ CRYSTALN, SCOTT
!*: !*. MY COMMISSION EXPIRES
-. ...~ August2,2Q04
..V'
(S! 'UJ)
THE STATE OF TEXAS
HAND AND
SEAL 8~F :;~~';;; a~
Notar/f;lic in and for
The State of Texas
day of
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared Jofma.n g. CoPt...
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. .
CRYSTAL N. SCOTT
MY COMMISSION EXPIRES
August 2, 2Q04
SEAL OF OFFICE, this the~ day of
~ 11. JcOIi
No ubhc m and for
The State of Texas
GIVEN UNDER MY HAND AND
~ I h\m. t"'" . 2000.
(
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared t!heste" 11>0 I
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.
.11.. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the a q day of
I\IOV tt1Lbe. (L .2000.
1J.)cotI
(C A T \
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CRYSTAL N. SCOTT
MY COMMISSION EXPIRES
August 2, 2004
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THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appearedJ.!.<<f.lt.e. koptrd
known to me to be the person whose nam~ is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed. .
blo,,~ ~:. MY HAND AND SEAL OF OFFICE, this the Jq day of
CRYSTAL N. storr
MY COMMISSION EXPIRES
August 2, 2llO4 .
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Exhibit B
BYLAWS
OF THE
LA PORTE REDEVELOPMENT AUTHORITY
A Texas Local Government Corporation
(Created on behalf of the City of La Porte)
Date of Adoption: OEc6'nlie( II ,2000
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TABLE OF CONTENTS
ARTICLE I PURPOSES...... ................................................ ..................................................................... 1
ARTICLE II BOARD OF DIRECTORS ........ .........................;....................................................... ..... ... .... 2
Section 1. Appointment, Classes, Powers, Number, and Term of Office .............................2
Section 2. Meetings of Directors ......................................................................................... 3
Section 3. Annual Meetings . ..................................................................................... ... .......3
Section 4. Regular Meetings ............................................................................................... 3
Section 5. Special and Emergency Meetings......... ........................... :.......: ..........................3
Section 6. Quorum...........;..................................... .............................................................4
Section 7. Conduct of Business ................ ................ ........... ........... ............ ........................ 4
Section 8. Executive Committee, Other Committees ................................. .......................... 4
Section 9. Compensation of Directors ......................................:..........................................5
Section 10. Director's Reliance on Consultant Information.................. ........ ........................... 5
ARTICLE III OFFICERS. ....... ........................ ................... .......... .............. ........... ......... ........................... 5
Section 1. Tdles and Term of Office .................................................................................... 5
Section 2. Powers and Duties of the Chairperson ...............................................................5
Section 3. Powers and Duties of the Vice Chairperson...... ............. .......... ........................... 6
Section 4. Powers and"Duties ofthe President.................................................................... 6
Section 5. Vice Presidents...... ......... ............... ........................ ............................................6
Section 6. Treasurer ....... ................................................. ............... ........................ ..... .... ... 6
Section 7. Seaetary .............................................................. .............................................6
Section 8. Compensation......................................................... ....... .......... ..........................7
Section 9. Offic:trs Reliance on Consultant Information ......................;............................... 7
ARTICLE IV MISCELLANEOUS PROVISIONS ....................................................................................... 7
Section 1. Fiscal Year and Audits .......................................................................................7
Section 2. Seal.................... ... ....... ................................. .................. .................... ... ..... ....... 8
Section 3. Notice and Waiver of Notice ............................................................................... 8
Section 4. Resignations .... ... ....... ... ......... ................................................................ ..... .......8
Section 5. Gender.......................................... ..................................................................... 8
Section 6. ApptOpriations and Grants.................................................................................. 8
ARTICLE V INDEMNIFICATION OF DIRECTORS AND OFFICERS ....................................................... 8
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Right to Indemnification.. ........... ......................................................................... 8
Advance Payment.................................... ........... ............. .................................. 9
Indemnification of Employees and Agents ..........................................................9
Appearance as a Witness....... ................................................................ ....... ..... 9
Non-exc/usivity of Rights ............................................................................. ..... 10
Insurance .................................... ........ ............... ....................... ..... .................. 10
Notification.. ........... ................. ......................... ..................... ....; ....................... 10
Savings Clause...... ........... .............. ..................... .....:...................................... 10
ARTICLE VI PROVISIONS RELATING TO MINORITY CONTRACTING............................................... 10
ARTICLE VII CODE OF ETHiCS..... ......... ....... ..................................... ......................... ...... .................. 11
Section 1. Policy and Purposes ............................................................................ 11
Section 2. Connicts of Interest ..............................................................................11
Section 3. Acceptance of Gifts ............................................................................. 12
Section 4. Bribery................ ......... ............... ............ ........... ......... ............ ............. 12
Section 5. Nepotism.................................. ....... ....................... ............................. 13
ARTICLE VI II AMENDMENTS ........ ........ ................... ............................... .................... ......................... 13
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ARTICLE I
PURPOSES
The La Porte Redevelopment Authority (the "Authority") is organized for the purpose
of aiding, assisting, and ading on behalf of the City of La Porte, Texas (the "City") in the
performance of its governmental functions to promote the common good and general
welfare of the area included in Reinvestment Zone Number One, City of La Porte, Texas
(the "La Porte Reinvestment Zone") and neighboring areas in La Porte (the II La Porte
Area"); to promote, develop, encourage and maintain housing, educational facilities,
employment, commerce and economic development in the City.
The Authority is further organized to aid, assist and ad on behalf of the City and the
Board of Directors of the La Porte Reinvestment Zone:
(a) in the implementation of the Project Plan and a Financing Plan for the La
Porte Reinvestment Zone and the preparation and implementation of amendments thereto;
(b) in the development of a policy to finance development and redevelopment of
residential, public and commercial properties in the La Porte Area; and
(c) in the development and implementation of a redevelopment policy for the La
Porte Area, including the acquisition of land for redevelopment purposes.
The Authority is formed pursuant to the provisions of the Act as it now or may
hereafter be amended, and Chapter 394, Local Government Code, which authorizes the
Authority to assist and act on behalf of the City and to engage in adivities in the furtherance
of the purposes for its creation, provided that the Authority shall not be authorized to make
or acquire home mortgages, or to make loans to lending institutions, the proceeds of which
are to be used to make home mortgages or to make loans on residential developments.
The Authority shall have and exercise" all of the rights, powers, privileges, authority,
and functions given by the general laws of Texas to non-profit corporations incorporated
under the Ad including, without limitation, Article 1396, Vernon's Texas Civil Statutes.
The Authority 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 Authority 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 that the Authority shall
not issue bonds without the consent of the City Council of the City.
The Authority is created as a local government corporation pursuant to the Act and
shall be a governmental unit within the meaning of Subdivision (2), Section 101.001, Texas
Civil Practice and Remedies Code. The operations of the Authority are governmental and
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not proprietary fundions for purposes of the Texas Tort Claims Ad, Sedion 101.001 et
seq., Texas Civil Pradice and Remedies Code. The Authority 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, Classes, Powers, Number, and Term of Office. All
powers of the Authority shall be vested in the Board of Directors (the "Board"). The Board
shall initially consist of nine (9) persons. ' The Directors of the Board shall be increased to
the number of directors on the board of the La Porte Reinvestment Zone in the event such
board is increased to more than nine (9) directors. Diredors of the Authority shall be
appointed by position to the Board by the Mayor of the City with the consent and approval
of City Council and shall be the same persons appointed to the corresponding position of
the board of the La Porte Reinvestment Zone. Appointment of a person to the
corresponding position of the board of the La Porte Reinvestment Zone shall constitute
appointment of such person to the corresponding position of the Board by the City. Each
taxing unit that appoints a diredors to the La Porte Reinvestment Zone shall be assigned a
position number on the Board corresponding to the position number of that taxing unit
appointee on the board of the La Porte Reinvestment Zone. Appointment of a person to
the corresponding position of the board of the La Porte Reinvestment Zone by any taxing
unit shall constitute nomination of such person to the corresponding position ~ the Board
by such taxing unit. The Mayor of the City shall always appoint the Chairman of the Board.
Each Director shall serve for a term which expires on the date set forth below for the
position to which such person was appointed, or until his or her successor is appointed by
the City unless such Diredor has been appointed to fill an unexpired term in which case the
term of the Director shall expire on the expiration date of the term of the Diredor whose,
position he or she was appointed to fill. Any Director may be removed from office at any
time, with or without cause, by the City Council. The number of Directors may only be
increased or decreased by an amendment to the Bylaws with the consent of the City
Council of the City.
The term of each position shall be coterminous with the term of the corresponding
position on the board of the La Porte Reinvestment Zone as established by City Ordinance
99-2325 as may be amended from time to time.
The following persons, or their designee, shall serve as an ex-dficio, non-voting
members of the Board.
(1) City Manager;,
(2) Assistant City Manager
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(3) Diredor of Finance; and
(4) City Attorney;
Any person designated as an ex-officio member of the Board is entitled to notice of
and to attend meetings of the Board.
In addition, the Board of Directors of the Authority may designate one or more
representatives of the La Porte Independent School Distrid, Harris County or other political
subdivisions as ex officio, non-voting members of the ~oard of Dir~dors.
Section 2. Meetings of Directors. The Directors may hold their meetings and
may have an office and keep the books of the Authority at such place or places within the
City as the Board may from time to time determine; provided, however, in the absence of
any such determination, such place shall be the registered office of the Authority 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 of time and in the same manner and location as is required of a
City under Chapter 551, Government Code (the "Open Meetings Act").
The Authority, the Board, and any committee of the Board exercising the powers of
the Board are subjed to Chapter 552, Government Code (the "Open Records Act").
Section 3. Annual Meetings. The annual meeting of the Board shall be held at
the time and at the location in the City designated by the resolution of the Board for the
purposes of transading such business as may be brought before the meeting.
Section 4. Regular Meetings. Regular meetings of the Board shall be held at
such times and places in the City as shall be designated, from time to tim$, by resolution of
the Board.
Section 5. Special and Emergency Meetings. Special and emergency meetings
of the Board shall be held whenever called by the Chairperson of the Board or the
Secretary or by a majority of the Directors who are serving duly appointed tenns of office at
the time the meeting is called.
The Secretary shall give notice of each special meeting in person, by telept'1one, fax,
mail or telegraph at least three (3) days before the meeting to each Diredor and to the
public in compliance with the Open Meetings Act. Notice of each emergency meeting shall
also be given in the manner required of the City under Sedion 551.045 of the Open
Meetings Act. Unless otherwise indicated in the notice thereof, any and all matters
pertaining to the purposes of the Authority may be considered and aded upon at a special
or emergency. meeting. At any meeting at which every Director shall be present, even
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though without any notice, any matter pertaining to the purposes of the Authority may be
considered and aded upon to the extent allowed by the Open Meetings Act
Section 6. Quonim. A majority of the appointed position of the Board shall
constitute a quorum for the consideration of matters pertaining to the purposes of the
Authority. If at any meeting of the Board there is less than a quorum present, a majority of
those present may adjourn the meeting from time to time. The ad of a majority of the
Directors present and voting at a meeting at which a qu~rum is in attendance shall
constitute the act of the Board, unless the act of a greater number is required by law, by the
. Articles of Incorporation, 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 dissent shall be
entered in the minutes of the meeting or unless he shall file his written dissent to such
action with the person ading as the secretary of the meeting before the adjournment
thereof or shall forward' such dissent by registered mail to thE;) Secretary of the Authority
immediately after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of the adion.
Section 7. Conduct of Business. At the meetings of the Board, matters pertaining
to the purposes of the Authority shall be considered in such order as from time to time the
Board may determine.
At all meetings of the Board, the Chairperson shall preside, and in the absence of
the Chairperson, the Vice Chairperson shall preside. In the absence of the Chairperson
and the Vice Chairperson, the Board from among the Directors present shall choose a
chairperson.
The Secretary of the Authority 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.
Section 8. Executive Committee, Other Committees. The Board may, by
resolution passed by a majority of the 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 of the Authority, except where adion of the Board is specified by
statute. A committee shall ad in the manner provided in the authorizing resolution. Each
committee so designated shall keep regular minutes of the transadions of its meetings and
shall cause such minutes to be recorded in books kept for that purpose in the office of the
Authority, and shall report the same to the Board from time to time. Committees authorized
to exercise the powers of the Board shall give notice of any meeting in the manner required
for a meeting of the Board.
Section 9.
Compensation of Directors. Directors, as such, shall not receive any
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salary or compensation for their services as Directors; provided, that nothing contained
herein shall be construed to preclude any Director from receiving compensation which is
not excessive and which is at commercially reasonable rates for personal services
(rendered in other than a "Diredor" capacity) which are reasonable and necessary in carry-
ing out the Authority's purposes. .
Section 10. Director's Reliance on Consultant Information. A Director shall not be
liable if while acting in good faith and with ordinary care, he relies on information, opinions,
reports, or statements, induding financial statements and other financial data, concerning
the Authority or another person, that were prepared or presented by:
'(a) one or more other officers or employees of the Authority;
(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 1. Tdles and Term of Office. The officers of the Authority shall be a
chairperson of the Board, one or more vice chairpersons of the Board, a president, one or
more vice presidents, a secretary, a treasurer, and such other officers as the Board may
from time to time eled or appoint. One person may hold more than one office, except that
neither the Chairperson of the Board nor the President shall hold the office of Secretary.
The term of office for each officer (other than the Chairperson) shall be two (2) years com-
mencing with the date of the annual meeting of the Board at which each such officer is
elected. The Chairperson shall serve for the term designated by the Mayor of the City.
All officers (other than the Chairperson and the President) shall be subject to
removal, with or without cause, at any time by a vote of a majority of the whole Board.
A vacancy in the office of any officer (other than the Chairperson and the President)
shall be filled by the Board.
Section 2. Powers and Duties of the Chairperson. The Chairperson shall be a
member of the Board and shall preside at all meetings of the Board. The Mayor of the City
shall designate the Chairperson. He or she shall have such duties as are assigned by the
Board. The Chairperson may call special or emergency meetings. of the Board. The
Chairperson shall also, serve as the President.
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Section 3. Powers and Duties of the Vice Chairperson. The Vice Chairperson
shall be a member of the Board. The Vice Chairperson shall perform the duties and
exercise the powers of the Chairperson upon the Chairperson's death, absence, disability,
or resignation, or upon the Chairperson's inability to perform the duties of his or her office.
Any action taken by the Vice Chairperson in, the performance of the duties of the
Chairperson shall be conclusive evidence of the absence or inability to ad of the
Chairperson at the time such adion was taken. The Vice Chairperson shall also serve as a
Vice President.
Section 4. Powers and Duties of the President. The President shall be the
principal executive officer of the Authority anq, subject to the Board, he or she shall be in
general charge of the properties and affairs of the Authority. In furtherance of the purposes
of the Authority and subject to the limitations contained in the Articles of Incorporation, the
President, Chairperson, or Vice Chairperson may sign and execute all bonds, notes, deeds,
conveyances, franchises, assignments, mortgages, notes, contracts and other obligations
in the name of the Authority.
Section 5. Vice President. A Vice President shall have such powers and duties
as may be assigned to him or her by the Board or the President, including the performance
of the duties of the President upon the death, absence, disability, or resignation of the
President, or upon the Presidenfs inability to perform the duties of his or her office. Any
adion 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.
Section 6. Treasurer. The Treasurer shall have custody of all the funds and
securitie~ of the Authority, which come into his or her hands. When necessary or proper,
he or she may endorse, on behalf of the Authority, for Collection, checks, notes and other
obligations and shall deposit the same to the credit of the Authority 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 Authority, 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 case account; he or she shall enter
or cause to be entered regularly in the books of the Authority 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 Authority; 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 shall also ad as Secretary.
Section 7. Secretary. The Secretary shall keep the minutes of all meetings of the
Board in books provided for that purpose; he or she shall attend to the giving and serving of
all notices; in furtherance of the purposes of the Authority and subjed to the limitations
contained in the Articles of Incorporation, he or she may sign with the President in the
name of the Authority and/or attest the signatures thereof, all contracts, conveyances,
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franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the
Authority; he or she shall have charge of the Authority'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 Authority during business hours; and, he or
she shall in general perform all duties incident to the office of Secretary subjed to the
control of the Board.
Section 8. Compensation. Officers may be entitled to receive such salary or
compensation for personal services, which are necessary, and reasonable in carrying out
the Authority's purposes as the Board may from time to time determine, provided, that in no
event shall the salary or compensation be excessive. Board members, even in their
capacity as officers, are not entitled to compensation except as otherwise provided in
Article II, Section 9.
Section 9. Officets Reliance on Consultant Information. In the discharge of a
duty imposed or power conferred on an officer of the Authority, 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 Authority or anbther person,
that were prepared or presented by:
(a) one or more other officers or employees of the Authority, 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.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year and Audit. The fiscal year of the Authority shall begin
October 1 of each year.
At the end of each fiscal year (beginning with the fiscal year or fraction thereof during which
this Agreement is executed), the Authority will have at its own expense an.audit prepared
by an independent Certified Public Accountant for that fiscal year that shall be submitted to
the Authority, the Zone and the City within one hundred twenty (120) days after the end of
the fiscal year. The Authority shall furnish copies of the audit withol:Jt cost to the City and
the Zone Board.
Section 2. Seal. The seal of the Authority shall be the Board may approve such
as from time to time.
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Section 3. Notice and Waiver of Notice. Whenever any notice other than public
notice of a meeting given to comply with the Open Meetings Act, is required to pe given
under the provisions of these 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 ad,dressed to the
person entitled thereto at his or her post offiCe address, as it appears on the books of the
Authority, 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 Authority shall have the power to
request and accept any appropriation, grant, contribution, donation, or other form of aid
from the federal government, the State, any political subdivision, or municipality in the
State, or from any other source.
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 (hereinafter a "proceedingll), 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 of whom he or she is the legal representative, is or was a Oiredor or officer of the
'Authority or while a Oiredor or officer of the Authority is or was serving at the request 9f the
Authority as a diredor, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functio~ary of another foreign or domestic corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by
the Authority to the fullest extent permitted by the Texas Non-Profit Corporation Ad, as the
same exists or may hereafter be amended (but, in the GSse of any such amendment, only to
the extent that such amendment permits the Authority to provide broader indemnification
rights than said law permitted the Authority to provide prior to such amendment) against
judgments, penalties (including excise and similar taxes' and puni~ye damages), fines,
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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 contrad 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 actions
taken or proceedings arising prior to any such amendm.ent, modification or repeal. It is
expressly .acknowledged that the indemnification provided in this Article V could involve
indemnification for negligence or under theories of strid liability.
Section 2. Advance Payment. The right to i~demnification conferred in this
Article V shall include the right to be paid in advance or reimbursed by the Authority 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 of the 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 Authority of a written
affirmation by such Diredor 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 Authority, by adoption
of a resolution of the Board, may indemnify and advance expenses to an employee or
agent of the Authority 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
Authority may indemnify and advance expenses to persons who are not or were not
Diredors, officers, employees or agents of the Authority but who are or were serving at the
request of the Authority as a Director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar fundionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorshOip, 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 as 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 Authority shall 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 Authority 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
advanC?8ment and payment of expenses conferred In this Article V shall not be exclusive of
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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 Authority or these Bylaws, agreement, vote
of shareholders or disinterested Directors or otherwise.
Section 6. Insurance. The Authority 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 Authority or is or was serving at the request of the Authority as a '
Director, officer, partner, venturer, proprietor, trustee, employee, agent or similar
fundionary of another foreign or domestic corporation, partnership, joint venture, proprietor-
ship, employee benefit plan, trust or other enterprise against any expense, liability or loss,
whether or not the Authority would have the power to indemnify such person against such
expense, liability or loss under this Article V.
Section 7. Notification. Any in~emnification 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. If this Article V or any portion hereof shall be
invalidated on any ground by any court of competent jurisdidion, then the Authority 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 amounts paid in settlement with resped to any adion,
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
PROVISIONS RELATING TO MINORITY CONTRACTING
The Authority shall attempt to stimulate the growth of disadvantaged businesses
inside the City by encouraging the full participation of disadvantaged businesses in all
phases of its procurement adivities and affording those disadvantaged businesses a full
and fair opportunity to compete for Authority contrads. The Authority shall establish one or
more programs designed to increase participation by disadvantaged businesses in contract
awards, which will conform to City approved programs. Any program established by the
Authority shall provide that disadvantaged businesses certified by the City shall be the
disadvantaged businesses certified for Authority contrads.
"
ARTICLE VII
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CODE OF ETHICS
Section 1. Policy and Purposes.
(a) It is the policy of the Authority that Directors and officers conduct themselves
in a manner consistent with sound business and ethical practices; that the public interest
always be considered in conduding corporate business; that the appearance of impropriety
be avoided to ensure and maintain public confidence in the Authority; and that the Board
establish policies to control and manage the affairs of the Authority fairly, impartially, and
without discrimination.
(b) This Code of EthicS has been adopted as part of the Authority's Bylaws for
the following purposes: (a) to encourage high ethical standards in official condud by
Director~ and corporate officers; and (b) to establish guidelines for such ethical standards
of condud.
Section 2.
Conflicts of Interest.
(a) Except as provided in subsection (c), a Director or officer is prohibited from
participating in a vote, decision, or award of a contract involving a business entity or real
property in which the Director or the officer has a substantial interest, if it is foreseeable that
the business entity or real property will be economically benefited by the action. A person
has a substantial interest in a business (i) if his or her ownership interest is ten percent or
more of the voting stock or shares of the business entity or ownership of $15,000 or more of
the fair market value of the business entity, or (ii) if the b'usiness entity provides more than
ten percent of the person's gross income. A person has a substantial interest in real
property if the interest is an equitable or legal ownership with a fair market value of $2,500
or more. An interest of a person related in the second degree by affinity or the third degree
by consanguinity to a Director or officer is considered a substantial interest.
(b) If a Diredor or a person related to a Diredor in the first or second degree by
affinity or the first, second, or third degree by consanguinity has a substantial interest in a
business entity or real property that would be pecuniarily affected by any official action
taken by the Board, such Director, before a vote or decision on the matter, shall file an
affidavit stating the nature and extent of the interest. The affidavit shall be filed with the
Secretary of the Board.
(c) A Director who has a substantial interest in a business entity that will receive
a pecuniary benefit from an action of the Board may vote on that action if a majority of the
Board has a similar interest in the same adion or if all other similar business entities in the
Authority will receive a similar pecuniary benefit.
(d) An employee of a public entity may serve on the Board.
Section 3. Acceptance of Gifts. No Diredor or officer shall accept any benefit as
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consideration for any decision, opinion, recommendation, vote or other exercise of
discretion in carrying out official acts for the Authority. No Director or officer shall solicit,
accept, or agree to accept any benefit from a person known to be interested in or likely to
become interested in any contract, purchase, payment, claim or transaction involving the
exercise of the Director's or officer's discretion. As used here, "benefit" does not include:
(a) a' fee prescribed by law to be received by a Director or officer or any other
benefit to which the Diredor or officer is lawfully entitled or for which he gives legitimate
consideration in a capacity other than as a Director or officer;
(b) a gift or other benefit conferred on account of kinship or a personal, profes-
sional, or business relationship independent of the official status of the Director or officer;
(c) an honorarium in ~nsideration for legitimate services rendered above and
beyond official duties and responsibilities if: '
(1) not more than one honorarium is received from the same
person in a calendar year;
(2) not more than one honorarium is received for the same service;
and
(3) the value of the honorarium does not exceed $250 exclusive of
reimbursement for travel, food, and lodging expenses incurred
by the Diredor or officer in performance of the services;
(d) a benefit consisting of food, lodging, transportation, or entertainment
accepted as a guest and reported as may be required by law.
Section 4. Bribery. A Director or officer shalf not intentionally or knowingly offer,
confer or agree to confer on another, or solicit, accept, or agree to accept from another:
(a) any benefit as consideration for the Diredor's or officer's decision, opinion,
recommendation, vote, or other exercise of discretion as a Director or officer;
. (b) any benefit as consideration. for the Director's or officer's decision, vote,
recommendation, or other exercise of official discretion in a judicial or administrative
proceeding; or
(c) any benefit as consideration for a violation of a duty imposed by law on the
Director or officer.
Section 5. Nepotism. No Director or officer shall appoint, or vote for, or confirm
the appointment to any office, position, clerkship, employment or duty, of any person
related within the second degree by affinity (marriage relationship) or within the third
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degree of consanguinity (blood relationship) to the Director or officer so appointing, voting
or confirming, or to any other Diredor or officer. This provision shall not prevent the ap-
pointment, voting for, or confirmation of any person who shall have been continuously
employed in any such office, position, clerkship, employment or duty at least 1 year prior to
the appointment of the Diredor or officer so '~ppointing or voting.
ARTICLE VIII
AMENDMENTS
A proposal to alter, amend, or repeal these Bylaws shall be made by the affirmative
vote of a majority of the 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. However, any proposed change or amendment to the Bylaws must be approved
by the City Council of the City to be effective.
"
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ORDINANCE NO. 2ooo-JLf5?
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LA PORTE APPROVING
THE APPLICATION TO THE MAYOR AND CITY COUNCIL OF THE CITY OF LA
PORTE, TEXAS, FOR CREATION OF THE LA PORTE REDEVELOPMENT AUTHORITY;
FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND PROVIDING AN
EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
Section 1. The City Council of the City of La Porte hereby
approves the Application to the Mayor and City Council of the City
of La Porte, Texas; for creation of the La Porte Redevelopment
Authority., c;lnd authorizes the filing of Artic.les of Incorporation
creating said La Porte Redevelopment Authority.
section 2.
The City Council officially finds, determines,
recites, and declares that a sufficient written notice of the date,
hour, place and subject of this meeting of the City Council was
posted at a place convenient to the public at the City Hall of the
Ci ty for the time required by law preceding this meeting, as
required by the Open Meetings Law, Chapter 551, Texas Government
Co~e; and that this meeting has been open to the public as required
by law at all times during which this ordinance and the subject
matter thereof has been discussed, considered and formally acted
upon. The City Council further ratifies, approves and confirms
such written notice and the contents and posting thereof.
section 3. This Ordinance shall be effective from and after
its passage and approval, and it is so ordered.
PASSED AND APPROVED, this 11th day of December, 2000.
By:
CITY OF LA, ~ORTE ; ~ '
~~I ;f"/1/L rt-PJ'
Norman L .- Mal'onEf; Mayor
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ATTEST:
.. ~(11Lltt},d.. Q. )file)
Martha'A. Gillett
City Secretary
APPROVED: . .
. " ,.- 1 ~ .,
./'J" 1M ..',..
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...-? /- . ".J ~'.
I .r!r//.1"?! 7;/ ~.~. ..vt\
!.-....... - (,,' .," L/ L..
Knox W. Askins
City Attorney
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2
,.'
KNOX W. ASKINS
..JOHN D. ARMSTRONG
CHARLES R. HUBER. ..JR.
SOARD CERTlf"IED . CIVIL TRIAL LAW
TEXAS BOARD OF' LEGAL SPECIALIZATION
CLARK T. ASKINS
May 31, 2001
.
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ASKINS & ARMSTRONG. P. C.
ATTORNEYS AT LAW
702 W. FAIRMONT PARKWAY
P.O. BOX 1218
LA PORTE. TEXAS 77572-1218
Mr. John Joerns
Assistant City Manager
city of La Porte
city Hall
La Porte, Texas
Re: The La Porte Redevelopment Authority
Secretary of State File No. 1629722-01
Dear John:
,.....- --~.._- -...---.......
! If;) r m [r.; J( ,n }/ _ rL f: ':
i I r", ' , '
U1 .! JUN :!t._. 2"'~' .'
t.;: n! . :.U I:
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! ' ASST. cnJ-!;:ANAGER
I (' .-FI~,E .;
_ 'TELEPHONE - '281471-1886
TELECOPIER 281 471-2047
I am pleased to enclose' herewith the original Articles of
Incorporation, which were filed in the Texas Secretary of State's
office on May 18, 2001, under the above file number.
These original Articles should be place among the permanent records
of this corporation.
KWA: sw
Enclosure
Yours~ery truly,
~ins
City Attorney
City of La Porte
e
The State of Texas
· Cdrporations Section
P.O. Box 13697
Austin, Texas 78711-3697
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Phone: 512-463-5555
Fax: 512-463-5709
TTY (800) 735-2989
WWW.sos.state.tx.us
Henry Cuellar, Ph.D.
Secretary of State
las-ch(ho)
May 18, 2001
Knox W. Askins
Askins & Armstrong, P.C.
702 W. Fairmont Parkway
La Porte, Texas 77572
RE: THE LA PORTE REDEVELOPMENT AUTHORITY
Fll.E NUMBER: 1629722-01
The following instrument has been filed in this office:
ARTICLES OF INCORPORATION
If you enclosed an extra copy of the instrument with your submission we are returning a
file stamped copy for your records. Receipt of your remittance in payment of the filing fee
is acknowledged by this letter. Should you require further information or assistance, please
call (512) 463-5583.
Sincerely yours,
~yV.. lDtJ./vr4ff
Lorna Wassdorf
Deputy Assistant Secretary
Statutory Filings Division
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SECRET AR Y OF STATE
CERTIFICATE OF INCORPORATION
OF
LA PORTE REDEVELOPMENT AUTHORITY
FILE NUMBER 1629722
The undersigned, as Secretary of State of Texas, hereby certifies that Articles of
Incorporation for the above corporation, duly signed and verified pursuant to the
provisions of the Texas Housing Finance Corporations Act, have been received in this office
and are found to conform to law.
ACCORDINGLY, the undersigned, as such Secretary of State, and by virtue of the
authority vested in the Secretary by law, hereby issues this Certificate of Incorporation and
attaches hereto a copy of the Articles of Incorporation.
Dated:
May 18, 2001
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'Henry Cuellar
Secretary of State
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Secretary 01 State of Tte~$
~AY 18 Z001
ARTICLES OF INCORPORATION
THE LA PORTE REDEVELOPMENT AUTHORltCMU1O~~~~~~ SQ~(Qjifb
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 La Porte, Texas (the "City") and a citizen of
the State of Texas, acting as incorporators of a corporation under the provisions of Subchapter 0 of
Chapter 431, Texas Transportation Code (the "Act"), and Chapter 394, Vernon's Texas Codes
Annotated, Texas Local Government Code (the "Local Government Code"), do hereby adopt the
following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is LA PORTE REDEVELOPMENT AUTHORITY (the
"Authority").
ARTICLE 0
The Authority is a public non-profit corporation.
ARTICLE 01
The period of duration of the Authority shall be perpetual.
ARTICLE IV
The Authority is organized for the purpose of aiding, assisting, and acting on behalf of the
City in the performance of its governmental functions to promote the common good and general
welfare of the area included in Reinvestment Zone Number One, City of La Porte, Texas (the "La
Porte Reinvestment Zone") and neighboring areas, as more particularly described in City Ordinance
No. 99-2325 and Ordinance No. 99-2150, and as the boundaries may be amended from time to time
(the " Area"); to promote, develop, encourage and maintain housing, educational facilities,
employment, commerce and economic development in the City.
The Authority is further organized to aid, assist and act on behalf of the City and the Board
of Directors of the La Porte Reinvestment Zone:
(a) in the implementation of the Project Plan and a Financing Plan for the La Porte
Reinvestment Zone and the preparation and implementation of amendments thereto;
(b) in the development of a policy to finance development and redevelopment of residential,
educational facilities, commercial, and park/open space properties in the La Porte area; and
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( c) in the development and implementation of a redevelopment policy for the La Porte
a..ooea, including the acquisition of land for redevelopment purposes.
The Authority is formed pursuant to the provisions of the Act as it now or may hereafter be
amended, and Chapter 394, Texas Local Government Code, which authorizes the Authority to
assist and act on behalf of the City and to engage in activities in the furtherance of the purposes for
its creation, provided that the Authority shall not be authorized to make or acquire home mortgages,
or to make loans to lending institutions, the proceeds of which are to be used to make home
mortgages or to make loans on residential developments.
The Authority shall have and exercise all of the rights, powers, privileges, authority, and
functions given by the general laws of Texas to non-profit corporations incorporated under the Act
including, without limitation, Article 1396, Vernon's Texas Civil Statutes.
The Authority 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 Authority 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 that the Authority shall not issue bonds without the consent of
the City Council of the City.
The Authority is created as a local government corporation pursuant to the Act and shall be
a governmental unit within the meaning of Subdivision (2), Section 101.001, Texas Civil Practice
and Remedies Code. The operations of the Authority are governmental and not proprietary
functions for purposes of the Texas Tort Claims Act, Section 101.001 et seq., Texas Civil Practice
and Remedies Code. The Authority shall have the power to acquire land in accordance with the
Act as amended from time to time.
ARTICLE V
The Authority shall have no members and shall have no stock.
ARTICLE VI
All powers of the Authority shall be vested in a Board composed of the same persons as
those appointed to the Board of Directors of the La Porte Reinvestment Zone. An appointment of a
director to the La Porte Reinvestment Zone shall constitute an appointment to serve as Director of
the Authority. The Authority in accordance with the provisions of the Bylaws may add additional
persons to the Board. The Board shall initially consist of nine (9) directors, and the initial directors
of the Authority ("Director" or "Directors") shall be those persons named, in Article VIII. Each
initial Director named in Article VIII hereof shall serve for the term prescribed in the Bylaws.
Subsequent Directors shall be appointed by position to the Board as prescribed in the Bylaws.
Except as provided in the Articles of Incorporation, each Director shall serve for the term provided
in the Bylaws. Any Director may be removed from office at any time, with or without cause, by the
City Council.
The initial Chairperson shall be Alton Porter, and the Mayor of the City shall designate each
subsequent Chairperson of the Board.
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II' .
The following persons, or their designee, shall serve as an ex-officio, non-voting members
of the Board.
(1) City Manager;
(2) Assistant City Manager
(3) Director of Finance; and
(4) City Attorney;
In addition, the Board of Directors 'of the Authority may designate one or more
representatives of the La Porte Independent School District, Hanis County or other political
subdivisions as ex officio, non-voting members of the Board of Directors.
All other matters pertaining to the internal affairs of the Authority shall be governed by the
Bylaws of the Authority, 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 Authority is 604 W. Fairmont
Parkway, La Porte, Texas, 77572, and the name of its initial registered agent at such address is John
Joerns.
ARTICLE vm
The number of Directors initially constituting the Board is nine (9). The names, addresses,
and positions of the nine (9) initial Directors, each of who resides within the City are as follows:
Name and Addre~~
Peggy Antone
P.O. Box 1115
La Porte, Texas 77572-1115
Position One
Deotis Gay
P.O. Box 1115
La Porte, Texas 77572-1115
Position Two
Alton Porter, Chairman
P.O. Box 1115
La Porte, Texas 77572-1115
Position Three
Horace Leopard
P.O. Box 1115
La Porte, Texas 77572-1115
Position Four
Norman S. Cook
P.O. Box 1115
La Porte, Texas 77572-1115
Position Five
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Lindsay R. Pfeiffer
P.O. Box 1115
La Porte, Texas 77572-1115
Position Six
David Webb
P.O. Box 1115
La Porte, Texas 77572-1115
Position Seven
Chester Pool
P.O. Box 1115
La Porte, Texas 77572-1115
Position Eight
John Black
P.O. Box 1115
La Porte, Texas 77572-1115
Position Nine
ARTICLE IX
The names and street addresses of the incorporators, each of whom resides within the City
are as follows:
N~me ~nd Addre!Ol!Ol
Lindsay R. Pfeiffer
P.O. Box 1115
La Porte, Texas 77572-1115
Norman S. Cook
P.O. Box 1115
La Porte, Texas 77571
Chester Pool
P.O. Box 1115
La Porte, Texas 77572-1115
Horace Leopard
P.O. Box 1115
La Porte, Texas 77572-1115
ARTICLE X
Resolution No. :AOOD-l't approving the form of these Articles of Incorporation has
been adopted by the City Council of the City on j) rLF: 1Y\ 'be r LL--, 2000.
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ARTICLE XI
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No Director shall be liable to the Authority 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 Authority, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for any transaction from which the Director received
an improper benefit, whether or not 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 of this Article by the Directors 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 Texas statutes hereafter enacted that further limits the
liability of a Director.
ARTICLE XII
In accordance with the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), and regardless of any other provisions of these Articles of
Incorporation or the laws of the State of Texas, the Authority: (a) shall not permit any part of the
net earnings of the Authority to inure to the benefit of any private individual (except that reasonable
compensation may be paid for personal services rendered to or for the Authority in effecting one or
more of its purposes); (b) shall not devote more than an insubstantial part of its activities to
attempting to influence legislation by lobbyin~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 carry on, directly or indirectly, any voter registration drives. Any income earned
by the Authority after payment of reasonable expenses, debt and establishing a reserve shall accrue
to the City.
The City shall, at all times, have an unrestricted right to receive any income earned by the
Authority, exclusive of amounts needed to cover reasonable expenditures and reasonable reserves
for future activities. Unless otherwise directed by the City, any income of the Authority received by
the City shall be deposited into the Reinvestment Zone Number One, City of La Porte, Texas, Tax.
Increment Fund, or its successor. No part of the Authority's income shall inure to the benefit of any
private interests.
If the Board of Directors determines by resolution that the purposes for which the Authority
was formed have been substantially met and all bonds issued by and all obligations incurred by the
Authority have been fully paid, the Board shall execute a certificate of dissolution which states
those facts and declares the Authority dissolved in accordance with the requirements of Sec-
tion 394.026 of Vernon's Texas Codes Annotated, Local Government Code, or with applicable law
then in existence. In the event of dissolution or liquidation of the Authority, all assets will be
turned over to the Finance and Administration Department of the City, or its successor, for deposit
into the Reinvestment Zone Number One, City of La Porte, Texas, Tax. Increment Fund unless the
City Council shall otherwise direct.
Any capital project(s) of the Authority as well as all plans and specifications of any
improvement to be made by the Authority shall be approved by the Director of the Department of
Public Works and Planning ofthe City.
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ARTICLE XIII
If the Authority is a private foundation within the meaning of Section 509(a) of the Code,
the Authority: (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 Code;
(b) shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Code; (c) shall
not retain any excess business holdings as defined in Section 4943{ c) of the Code; (d) shall not
make any investments in such manner as to subject it to tax under Section 4944 of the Code; and (e)
shall not make any taxable expenditures as defined in Section 4945(d) of the Code.
ARTICLE XIV
The City Council may at any time consider and approve an ordinance directing the Board to
proceed with the dissolution of the Authority, at which time the Board shall proceed with the
dissolution of the Authority in accordance with applicable state law. The failure of the Board to
proceed with the dissolution of the Authority 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 XV
These Articles may not be changed or amended unless approved by the City Council of the
City.
. I ~ WITNESS WHEREOF, we have hereunto
~2000.
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THE STATE OF TEXAS
GOUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared L nJ ~. P16ffef
known to me to be the person whose name is subscribed to the foregoing instrument=dnd
acknowledged to me that she executed the same for the purposes and consideration therein
expressed.
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(Sr: '\L)
THE STATE OF TEXAS
CRYSTAL N. SCOTT
MY COMMISSION EXPIRES
August 2, 2004
SEAL ~F ;;;' ;;;e a~
Nolaly euc in and for
The State of Texas
day of
GIVEN UNDER MY HAND AND
~D{' mbtLY'" . 2000.
COUNTY OF HARRIS
BEFO~ ~, the un~erSign~~ ~u~o~ty, on this day personally appearedM,(m4n S. CoPt..
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.
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CRYSTAL N. SCOTT
MY COMMISSION EXPIRES
August 2, 2004
SEAL OF OFFICE, this the~ day of
N~~;O!dJf1
The State of Texas
GIVEN UNDER MY HAND AND
~ 1lY\m. r"" . 2000.
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared (!hesfe ~ pqo I
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.
.. L. qIVEN UNDER MY HAND AND SEAL OF OFFICE, this the a q day of
I'JCN tl1Lb e. (L . 2000.
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CRYSTAL N. SCOTT
MY COMMISSION EXPIRES
August 2, 2004
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THE STATE OF TEXAS
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COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appearedlkw-f.lt.e. kopt,rd
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.
hk,,~ ~:. MY HAND AND SEAL OF OffiCE, this the ~q day of
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CRYSTAL N. SCOTT
MY COMMISSION EXPIRES
AugIlSt 2, 2llO4
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SWORN TO AND SUBSCRIBED BEFORE ME, the undersigned authority,
by LINDSAY R. PFEIFFER, on this the 29 day of November, 2000.
CRYSTAL N. SCOTT
MY COMMISSION EXPIRES
AilgU812.l!CllM
SWORN TO AND SUBSCRIBED BEFORE ME,
by NORMAN S. COOK, on this the 29th da
the undersigned authority,
of November, 2000.
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CRYSTAL N. SCOTT
MY COMMISSION EXPIRES
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SWORN TO AND SUBSCRIBED BEFORE ME, the undersigned authority,
by CHESTER POOL, on this the 29th day November, 2000.
Texas
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CRVSTALN. SCOff
MY COMMISSION EXPIRES
Augual2, 2flO4
by
SWORN TO AND SUBSCRIBED BEFORE ME, the undersigned authority,
HORACE LEOPARD, on this the 29th~Vembe~~
Not y PUbl~ State of Texas
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CffiSTAL N. SCOTT
MY COMMISSION EXPIRES
AuguIl2, I!OD4
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