Burkburnett Development Corporation
Revised July 2015These Bylaws govern the affairs of Burkburnett Development Corporation, a Texas non-profit corporation (the “Corporation”).
PURPOSES AND POWERS
1.01. The Corporation is organized exclusively for the purpose of benefiting and accomplishing the public purposes of the City of Burkburnett, Texas, by the promotion and development of Industrial and Management Enterprises Business Enterprise to promote and encourage employment and the public welfare, for the citizens of the City of Burkburnett, Texas as provided in Section 4B of Tex. Rev. Civ. Stat. Ann. art. 5190.6, the Development Corporation Act of 1979. Without limiting the generality of the foregoing, the Corporation shall develop and implement a competitive economic development program for the City of Burkburnett, Texas. Such program will have the following objectives:
1. Retain and expand existing business.
2. Expand and diversify the tax base of the City of Burkburnett, Texas.
3. Attract new businesses and investment to the City of Burkburnett, Texas.
4. Enhance existing job opportunities and create new ones.
5. Improve the quality of life and environment for the citizens of Burkburnett, Texas.
1.02. The Corporation shall have those powers stated in the Articles of Incorporation of the Corporation. Without limiting the generality of the foregoing, it is contemplated that the preceding grant of power or authority will include the following powers:
1. To develop policies and operating procedures that do not conflict with policies of the City of Burkburnett, Texas.
2. To acquire or lease property (land or buildings) within the city limits of the City of Burkburnett, Texas or, with approval of the Board of Commissioners of the City of Burkburnett, Texas (the “Board of Commissioners”) outside the city limits of the City of Burkburnett, Texas.
3. To plan, develop, improve and sell or lease land.
4. To build or rehabilitate buildings for sale or lease.
5. To sell or lease property by installment payments or otherwise.
6. To make secured or unsecured loans or loan guarantees.
7. To develop and implement financial and incentive programs to attract and retain business.
8. To sue or be sued in the Corporation’s name.
9. To develop long-range economic development goals and programs for the City of Burkburnett, Texas and the Corporation.
10. To appoint standing or ad hoc committees which may include individuals who are not members of the Board.
11. To employ personnel as may be needed to conduct the business of the Corporation.
12. To contract for support services.
13. To market and promote the City of Burkburnett, Texas and amenities consistent with the purposes and duties set out in these Bylaws provided that promotional funding be no more than 10 percent of the corporate revenues for promotional purposes.
14. To provide funding for incentives or to develop infrastructure and develop programs to improve the quality of life and environment for the citizens of the City of Burkburnett, Texas.
2.01. The Corporation’s principal office in Texas will be located at 501 Sheppard Rd., Burkburnett, Texas 76354. The Corporation may have such other offices, in Texas or elsewhere, as the Board of Directors of the Corporation may determine.
Registered Office and Registered Agent
2.02. The Corporation will maintain a registered office and registered agent in Burkburnett, Texas. The registered office may, but need not, be identical with the Corporation’s principal office in Texas. The Board of Directors may change the registered office and the registered agent as permitted in the Development Corporation Act of 1979.
BOARD OF DIRECTORS
Management of Corporation
3.01. The Board of Directors will manage corporate affairs.
Number, Qualifications, and Tenure of Directors
3.02. The number of Directors will be seven (7). Directors must be residents of the City of Burkburnett, Texas. Each director will serve for a term of two years. The directors’ terms will be staggered so that the terms of four of the directors will begin in even‑numbered years; the terms of the other directors, in odd‑numbered years. At least one, but no more than two, shall be persons who are elected officials of the City of Burkburnett, Texas. In selecting the Directors, the Board of Commissioners shall give due consideration to a candidate’s interest in the work of the Corporation, special expertise and civic service. Special expertise includes, but is not limited to business skills and personal credibility.
3.03. A person who meets the qualifications for director will be appointed to the Board of Directors by the Board of Commissioners. Each director will hold office until a successor is appointed. A director may be appointed to succeed himself or herself as director, however, all directors shall be limited to a maximum of three (3) consecutive terms
Ex Officio Members
3.04. (a), The city manager of the City of Burkburnett, Texas (or the city manager’s designee), the executive director of the Corporation, the Superintendent of the Burkburnett Independent School District, the County Commissioner, Precinct 2, Wichita County and the Chamber of Commerce President shall be non-rotating ex officio members of the Board of Directors. The term of office of these ex officio members shall coincide with their respective terms of office as members of the Board of Commissioners or as City Manager or Executive Director, as the case may be.
(b) In addition, the Board of Commissioners of the City of Burkburnett, Texas may appoint up to eight (8) additional ex officio members of the Board of Directors. These appointed ex officio members shall serve for a term of two years; however, these ex-officio members shallbe limited to a maximum of three (3) consecutive terms. Their terms will be staggered so that the terms of four of the directors will begin in even-numbered years and the terms of the other four directors will begin in odd-numbered years.
(c) Ex officio members shall be entitled to notice of any meeting of the Board of Directors or Board of Directors committees, may participate in discussions at such meetings, may serve on Board of Directors committees but shall not be entitled to vote on any matter pending before the Board of Directors.
3.05 The Board of Commissioners will fill any vacancy in the Board of Directors and any director position to be filled due to an increase in the number of directors. A director selected to fill a vacancy will serve the unexpired term of his or her predecessor in office.
Open Meetings Act
3.06. All meetings of the Board of Directors shall be conducted in accordance with those rules and procedures applicable to municipal governing bodies pursuant to Chapter 551 of the Texas Government Code (the “Texas Open Meetings Act”) including those rules and procedures pertaining to notices of meetings.
3.07 The annual Board of Directors meeting will be held in the last quarter the Corporation’s fiscal year in the City Council Chambers of the City of Burkburnett, Texas located at 501 Sheppard Road, Burkburnett, Texas as specified by resolution of the Board of Directors or by the Board of Commissioners.
3.08 The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held anywhere in the City of Burkburnett, Texas and will be held at the Corporation’s registered office if the resolution does not specify the location of the meetings. Regular meetings will be held not less than quarterly.
3.09 Special Board of Directors meetings may be called by, or at the request of, the president, any three directors or the Mayor of the City of Burkburnett, Texas. A person or persons authorized to call special meetings of the Board of Directors may fix any place within the City of Burkburnett, Texas as the place for holding a special meeting. The person or persons calling a special meeting will inform the secretary of the corporation of the information to be included in the notice of the meeting. The secretary of the Corporation will give notice to the directors as these Bylaws require and shall be responsible to comply with the notice provisions of Chapter 551 of the Texas Government Code (the “Texas Open Meetings Act”).
3.10 The Open Meetings Act requires written notice of all meetings. The notice shall give written notice of the date, hour, place, and subject of each meeting held by the Board of Directors.
3.11. A majority of the number of directors then in office who are entitled to vote constitutes a quorum for transacting business at any Board of Directors meeting. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the affirmative vote of at least four directors. If a quorum is never present at any time during a meeting, a majority of the directors present may adjourn and reconvene the meeting once without further notice except for any notice required by the provisions of the Texas Open Meetings Act and Section 3.06 of these Bylaws.
Conduct of Meetings
3.12 All meetings of the Board of Directors shall be called, convened, held and conducted in accordance with the Texas Open Meetings Act. Robert’s Rules of Order, Newly Revised or specific rules adopted by the Board of Commissioners shall govern parliamentary matters and the conduct of the meetings.
Duties of Directors
3.13. Directors will discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the Corporation’s best interest. In this context, the term “ordinary care” means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on directors, directors may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that has been prepared or presented by a variety of persons, including officers and employees of the Corporation or the City of Burkburnett, Texas, professional advisors or experts such as accountants or legal counsel. A director is not relying in good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted. Directors are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
Duty to Avoid Improper Distributions
3.14. Directors who vote for or assent to improper distributions are jointly and severally liable to the Corporation for the value of improperly distributed assets, to the extent that, as a result of the improper distribution or distributions, the corporation lacks sufficient assets to pay its debts, obligations, and liabilities. Any distribution made when the Corporation is insolvent, other than in payment of corporate debts, or any distribution that would render the Corporation insolvent, is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for payment and discharge of all known debts, obligations, and liabilities is also improper. Directors present at a Board of Directors meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary of the Corporation before adjournment of the meeting in question or mailed to the secretary by registered mail immediately after adjournment. A director is not liable if, in voting for or assenting to a distribution, the director (1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the Corporation; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or a committee of the Board of Directors of which the director is not a member; (2) while acting in good faith and with ordinary care, considers the Corporation’s assets to be at least that of their book value; or (3) in determining whether the Corporation made adequate provision for paying, satisfying, or discharging all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability if, in exercising ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Corporation. Directors held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.
3.15. Directors may select advisors and delegate duties and responsibilities to them, such as the full power to buy or otherwise acquire stocks, bonds, securities, and other investments on the Corporation’s behalf; and to sell, transfer, or otherwise dispose of the Corporation’s assets and properties at a time and for a consideration that the advisor deems appropriate. The directors have no liability for actions taken or omitted by the advisor if the Board of Directors acts in good faith and with ordinary care in selecting the advisor. The Board of Directors may remove or replace the advisor at any time and without any cause whatsoever.
Actions of Board of Directors
3.16. The Board of Directors will try to act by consensus. However, if a consensus is not available, the affirmative vote of four directors present and voting at a meeting at which a quorum is present is enough to constitute the act of the Board of Directors, unless the act of a greater number is required by law or by some other provision of these Bylaws. A director who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the Board of Director’s decision.
3.17. A director may not vote or otherwise participate in a meeting by proxy.
3.18. Directors may not receive salaries or other compensation for their services except for reimbursement of their actual expenses incurred in the performance of their duties.
3.19. The Board of Commissioners may remove a director at any time with or without cause by a majority vote. The Board of Commissioners may replace any member who misses three (3) unexcused regular or special meetings of the Board of Directors.
3.20. All resignations of Board of Directors members shall be in writing and addressed to the Mayor of the City of Burkburnett, Texas. The resignation shall be effective when accepted by the Board of Commissioners and a successor is appointed by the Board of Commissioners in accordance with these Bylaws.
3.21. The Board of Directors may establish one or more special or standing committees. However, the Board of Directors may not delegate its authority to take final action on any matter to any such committee.
4.01. The Corporation’s officers will be a president, a secretary, one or more vice presidents, and treasurer as may be considered necessary by the Board of Commissioners. The Board of Commissioners may create additional officer positions and define the authority and duties of each such position. The Board of Directors shall appoint persons to fill the positions at the first meeting of the Board of Directors following its annual meeting. One person may hold more than one office, except the President may not hold the office of Secretary. The Board of Directors may appoint an assistant secretary and assistant treasurer who need not be a member of the Board of Directors. All other officers shall be members of the Board of Directors.
Election and Term of Office
4.02. The Corporation’s officers will be elected annually by the Board of Directors. Each officer will hold office until a successor is duly selected and qualifies. An officer may be elected to succeed him or herself in the same office.
4.03. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors or the Board of Commissioners with or without good cause at any time.
4.04. The Board of Directors may elect a person to fill a vacancy in any office for the unexpired portion of the officer’s term.
4.05. The president is the Corporation’s chief executive officer. He or she will supervise and control all of the Corporation’s business and affairs and will preside at all meetings of the members and of the Board of Directors. The president may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors authorizes to be executed. However, the president may not execute instruments on the Corporation’s behalf if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, these Bylaws, or statute. The president will perform other duties prescribed by the Board of Directors and all duties incident to the office of president. The president may, with the consent of the Board of Directors, delegate any of these duties to an executive director.
4.06. When the president is absent, cannot act, or refuses to act, a vice president will perform the president’s duties. When acting in the president’s place, the vice president has all the powers of‑‑and is subject to all the restrictions on–the president. If there is more than one vice president, the vice presidents will act for the president in the order of appointment. A vice president will perform other duties as assigned by the president or Board of Directors.
4.07. The treasurer will:
(a) Have charge and custody of‑‑and be responsible for‑‑all the Corporation’s funds and securities.
(b) Receive and give receipts for moneys due and payable to the Corporation from any source.
(c) Deposit all moneys in the Corporation’s name in banks, trust companies, or other depositories as these Bylaws provide or as the Board of Directors or president directs.
(d) Write checks and disburse funds to discharge the Corporation’s obligations.
(e) Maintain the Corporation’s financial books and records.
(f) Prepare financial reports at least annually.
(g) Perform other duties as assigned by the president or the Board of Directors.
(h) If the Board of Directors requires, give a bond for faithfully discharging his or her duties in a sum and with a surety as determined by the Board of Directors.
(i) perform the entire duties incident to the office of treasurer.
Any of these duties may be delegated by the Board of Directors to the finance department of the City of Burkburnett, Texas as provided in Article 5 of these Bylaws.
4.08. The Secretary will:
(a) Give all notices as provided in the bylaws or as required by law including, without limitation, those notices required by the Texas Open Meetings Act.
(b) Take minutes of the meetings of the members and the Board of Directors and keep the minutes as part of the corporate records.
(c) Maintain custody of the corporate records and seal.
(d) Affix the corporate seal to all documents as authorized.
(e) Keep a register of the mailing address of each director, officer, and employee of the Corporation.
(f) Perform duties as assigned by the president or the Board of Directors.
(g) Perform all duties incident to the office of secretary.
4.09. The Executive Director of the Burkburnett Development Corporation shall be an employee of the City and report to the City Manager. The funds for the salary and benefits of the Executive Director shall be provided by the Corporation, the City or both the Corporation and the City. Any Executive Director hired on or after July 29, 2015 shall reside within the City limits of the City of Burkburnett. The Executive Director will be a non-voting member of the Board of Directors and all committees appointed by the Board of Directors.
TRANSACTIONS OF CORPORATION
5.01. The Board of Directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.
5.02. All the Corporation’s funds will be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Board of Directors selects. All funds of the Corporation shall be deposited and invested in accordance with the policies for funds held and maintained by the City of Burkburnett, Texas. The Board of Directors may delegate the responsibility of investing funds of the Corporation and reconciling accounts of the Corporation to the finance department of the City of Burkburnett, Texas.
Fiscal Management and Legal Matters
5.03. The Corporation may enter into one or more agreements with the City of Burkburnett, Texas to obtain financial management services and legal representation. The City of Burkburnett, Texas may be compensated at a mutually agreeable rate for such services. The Corporation shall use the City Attorney appointed by the Board of Commissioners for legal consultation and representation.
5.04. The Board of Directors may accept, on the Corporation’s behalf, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board of Directors may make gifts and give charitable contributions not prohibited by these Bylaws, the articles of incorporation, state law, and provisions set out in federal tax law that must be complied with to maintain the Corporation’s federal and state tax status.
Conflicts of Interest
5.05. Directors, officers and committee members shall be considered local public officials under Section 171.001 of the Texas Local Government Code. The requirements and definitions set forth in Chapter 171 of the Texas Local Government Code are incorporated herein by reference and made applicable to all directors, officers and committee members of the Corporation including, without limitation, the requirement of Section 171.004 of the Texas Local Government Code requiring any local public official with a substantial interest in a business entity or real property which is the subject of a transaction with the Corporation to file an affidavit and abstain from voting on the matter. Such affidavit shall comply with Chapter 171 by stating the nature and extent of the individual’s interest in the matter and shall be filed prior to a vote or decision on the matter with the secretary of the Corporation.
5.06. As long as the Corporation exists, and except with the Board of Director’s prior approval, no director, officer, or committee member of the Corporation may:
(a) Do any act in violation of these Bylaws or a binding obligation of the Corporation?
(b) Do any act with the intention of harming the Corporation or any of its operations.
(c) Do any act that would make it impossible or unnecessarily difficult to carry on the Corporation’s intended or ordinary business.
(d) Receive an improper personal benefit from the operation of the Corporation.
(e) Use the Corporation’s assets, directly or indirectly, for any purpose other than carrying on the Corporation’s business.
(f) Wrongfully transfer or dispose of Corporation property, including intangible property such as good will.
(g) Use the Corporation’s name (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of its business.
BOOKS AND RECORDS
Required Books and Records
6.01. The Corporation will keep correct and complete books and records of account. The books and records include:
(a) A file‑endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including but not limited to the articles of incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.
(b) A copy of all bylaws, including these Bylaws, and any amended versions or amendments to them.
(c) Minutes of the proceedings of the Board of Directors, and committees having any of the authority of the Board of Directors.
(d) A list of the names and addresses of the directors, officers, and any committee members of the Corporation.
(e) A financial statement showing the Corporation’s assets, liabilities, and net worth at the end of the three most recent fiscal years.
(f) A financial statement showing the Corporation’s income and expenses for the three most recent fiscal years.
(g) All rulings, letters, and other documents relating to the Corporation’s federal, state, and local tax status.
Inspection and Copying
6.02. All books and records of the Corporation shall be kept, maintained and exhibited in accordance with Chapter 552 of the Texas Government Code (the “Texas Open Records Act”). In addition, any director, officer, or committee member of the Corporation may inspect and receive copies of all the corporate books and records required to be kept under the bylaws. Such a person may, by written request, inspect or receive copies if he or she has a proper purpose related to his or her interest in the Corporation. He or she may do so through his or her attorney or other duly authorized representative. The inspection may take place at a reasonable time, no later than five working days after the Corporation receives a proper written request. The Board of Directors may establish reasonable copying fees, which may cover the cost of materials and labor but may not exceed 20 cents per page. The Corporation will provide requested copies of books or records no later than five working days after receiving a proper written request.
6.03. The Corporation shall cause an annual audit of its financial affairs to be prepared at the end of each fiscal year. The cost of the audit shall be paid by the Corporation. The audit shall be submitted to the Board of Commissioners and the city manager of the City of Burkburnett, Texas.
Budget, Annual Performance Evaluation and Projections
6.04. Each year the Board of Directors shall prepare or direct the preparation of: (i) an annual performance evaluation, (ii) a projection of goals and programs for the coming year and (iii) an annual budget. The evaluation shall list those projects undertaken by the Corporation in the prior fiscal year and shall evaluate its success in meeting the goals and objectives for the Corporation. These reports shall be submitted to the Board of Commissioners and the city manager of the City of Burkburnett, Texas at a date established by the Board of Commissioners.
6.05. In addition to the foregoing reports, the Corporation shall submit written reports of activities and financial matters to the Board of Commissioners and city manager of the City of Burkburnett, Texas at least quarterly. The form of such reports, the information to be included therein and their frequency shall be established by the Board of Commissioners.
The Corporation’s fiscal year of the Corporation will begin on the first day of October end on the last day in September in each year.
When Indemnification Is Required, Permitted, and Prohibited
8.01. (a) The Corporation will indemnify a director, officer, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation.
(b) The Corporation will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Corporation’s best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation will not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit from the Corporation. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.
(c) The Corporation will pay or reimburse expenses incurred by a director, officer, committee member, employee, or agent of the Corporation in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not a named defendant or respondent in the proceeding.
(d) In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation will not indemnify any person in any situation in which indemnification is prohibited by paragraph 8.01(a), above.
(e) The corporation may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might be eventually be entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when the procedural conditions specified in paragraph 8.03(c), below, have been satisfied. Furthermore, the Corporation will never advance expenses to a person before final disposition of a proceeding if the person is a named defendant or respondent in an proceeding brought by the Corporation or if the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
Extent and Nature of Indemnity
8.02. The indemnity permitted under these Bylaws includes indemnify against judgments, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
Procedures Relating to Indemnification Payments
8.03. (a) Before the Corporation may pay any indemnification expenses (including attorney’s fees), the Corporation must specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in subparagraph (c), below. The Corporation may make these determinations and decisions by any one of the following procedures:
(i) Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
(ii) Determination by special legal counsel selected by the Board of Directors by the same vote as provided in subparagraph (i), above, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.
(b) The Corporation will authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If special legal counsel determines that indemnification is permissible, authorization of indemnification and determination of reasonableness of expenses will be made as specified by subparagraph (a)(iii), above, governing selection of special legal counsel. A provision contained in the articles of incorporation, or a resolution of members or the Board of Directors that requires the indemnification permitted by paragraph 8.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.
(c) The Corporation will advance expenses before final disposition of a proceeding only after it determines that the facts then known would not preclude indemnification. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment will be made in the same manner as a determination that indemnification is permissible under subparagraph (a), above. In addition to this determination, the Corporation may advance expenses only after it receives a written affirmation and undertaking from the person to receive the advance. The person’s written affirmation will state that he or she has met the standard of conduct necessary for indemnification under these Bylaws. The written undertaking will provide for repayment of the amounts advanced by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking will be an unlimited general obligation of the person, but it need not be secured and may be accepted without reference to financial ability to repay.
8.04. The Corporation may purchase one or more policies of insurance covering those circumstances wherein the Corporation is required to indemnify individuals pursuant to Article 8 of these Bylaws. Copies of all such policies purchased shall be filed with the secretary of the Corporation and the City Secretary of the City of Burkburnett, Texas.
Notice by Mail or Telegram
9.01. Any notice required or permitted by these Bylaws to be given to a director, officer, or member of a committee of the Corporation may be given by mail, e-mail or facsimile transmission. If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears on the corporate records, with postage prepaid. If sent by facsimile transmission, a notice is deemed delivered when sent to the person at his or her facsimile telephone number as it appears on the corporate records. A person may change his or her address or facsimile telephone number in the corporate records by giving written notice of the change to the secretary of the corporation.
Signed Waiver of Notice
9.02. Whenever any notice is required by law or under the articles of incorporation or these Bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent to giving the required notice. A waiver of notice is effective whether signed before or after the time stated in the notice being waived.
Waiving Notice by Attendance
9.03. A person’s attendance at a meeting constitutes waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the Board of Commissioners.
Legal Authorities Governing Construction of Bylaws
11.01. These Bylaws will be construed under Texas law. All references in these Bylaws to statutes, regulations, or other sources of legal authority will refer to the authorities cited, or their successors, as they may be amended from time to time.
11.02. To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. If any bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision, and the bylaws will be construed as if they had not included the invalid, illegal, or unenforceable provision.
11.03. The headings used in the bylaws are for convenience and may not be considered in construing the bylaws.
11.04. All singular words include the plural, and all plural words include the singular.
11.05. The Board of Directors may provide for a corporate seal. Such a seal would consist of two concentric circles containing the words “Burkburnett Development Corporation”, “Texas,” in one circle and the word “Incorporated” together with the date of incorporation in the other circle.
11.06. The bylaws will bind and inure to the benefit of the directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as the bylaws otherwise provide.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting secretary of Burkburnett Development Corporation and that these Bylaws constitute the Corporation’s Bylaws. These Bylaws were duly adopted at a meeting of the Board of Directors held on the 12th day of February, 2013.
Dated: February 12, 2013.
Secretary of the Corporation