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HomeMy WebLinkAbout08/10/2004 - Regular Minutes - Parks Board Parks and Recreation Advisory Board Regular Meeting Tuesday August 10, 2004, 7:00 p.m. The EXIT Teen Center 1520 Rock Prairie Road College Station, Texas. Staff Present: Steve Beachy, Director of Parks and Recreation; Eric Ploeger, Assistant Director; Peter Lamont and David Gerling, Recreation Superintendents;; Pamela Springfield, Staff Assistant. Board Members Present: Jodi Warner, Chair; Glenn Schroeder; Don Allison; Larry Farnsworth; Gary Erwin; Jeannie McCandless; Carol Blaschke; Gary Thomas; Kathleen Ireland. Board Members Absent: No members were absent. Guests & Visitors: Jane Kee, City Planner - Development Services; Alton Ofczarzak, Developer; Burt Hermann, Land Owner; Mike Hester, Engineer; Jessica Simpson, Planner 1. Call to order. Jodi Warner, Chair, called the meeting to order at 7:00 p.m. 2. Pardon sv Possible action concerning requests for absences of members. No requests for absence had been submitted. All members were present. 3. Hear Visitors. Hearing none this item was closed. 4. Discussion, consideration, and possible approval of minutes from the regular meetina of July 20. 2004. Don Allison made a motion to accept the minutes. The motion was seconded by Larry Farnsworth. Hearing no opposition, the motion carried unanimously. 5. Discussion, consideration, and possible action reqardina requests for park land dedications. • Horse Haven Estates "J Review (Park Zone 4): After a brief history of this development, a motion was made by Don A. to stay with the original decision made at the April 20, 2004 meeting (to accept the cash dedication with the stipulation that the developer provide access to Switch Station Road in order to allow access to Windwood Park). The motion was seconded by Gary Thomas. Hearing no further discussion the motion was voted on and carried unanimously. • Waterwood Condominiums iry (Park Zone 3): Staff recommended acceptance of the cash dedication of $28,928 for this development located on Krenek TapRoad. Glenn Schroeder moved to accept the staff recommendation to accept the cash dedication in lieu of land. The motion was seconded by Don A. and hearing no further discussion, the vote was called. The motion carried unanimously. 6. Report, discussion, and possible action regarding updates to the Park Land Dedication Ordinance. Jane Kee, City Planner was present to brief the Board on updates being made to the ordinance. A memo distributed with the Board handouts (see attached) explained the proposed changes, which included: • Requirements that park land be dedicated in its entirety by the second phase of a development; • A provision which allowed staff to make the determination of accepting cash in lieu of land on dedications of three (3) acres or less; and Parks and Recreation Advisory Board Page 1 of 3 Regular Meeting of August 10, 2004 • Provisions allowing a developer the option to make improvements to, or develop a park (working in conjunction with staff and the Board), with the requirement that the improvements be completed by the time the subdivision was finished or within two years. The revised ordinance would come back before the Board for review within the next 30-60 days, after which it would go before the Planning and Zoning Commission, and then City Council. Jodi W. asked that the Board be notified when the dedications of less than three acres occurred. No action was required on this item. 7. Discussion, consideration, and possible action regarding Recreation Program Needs Assessment process - Peter Lamont. (See attached Needs Assessment Timeline.) This project, which would be undertaken during the fall, was part of the process that would lead into the update of the Recreation, Park, and Open Space Master Plan in 2005. The current Master Plan only dealt with recreation needs as they related to facilities. There was no overall picture of the community's recreation needs as opposed to what was available. The timeline laid out would help move the process along, so that when the review of the Master Plan was done, a recreation needs component could be included. The assessment would also help the department move towards its National Recreation and Park Society requirements for accreditat|on. This was an informational item only and no action was required. 8. Prementation, discumsion, and possible action regarding additional User Fee recommendations for FY 2005 - David Gerling. User Fee recommendations had been made earlier in the year, however, subsequent to those recommendations being made it was discovered that there were four new fees that needed to be included (see attachments): • Water Fitness Passes: Due to overcrowding in some of the classes, the program had been reworked with the help of the participants and the pass prices were revised to a $80 winter pass and an $80 fall, spring, or summer pass. • W.A. Tarrow Park Covered Basketball Pavilion: A rental fee had been recommended by the Lincoln Advisory Board of $75. Discussion followed regarding the fairness of the amount of the fee in relation to the amenities the facility provided. • Lincoln Center Fitness Passes: A fitness room was being added as part of the renovations taking place and two passes had been created - a regular pass for $25, and a senior pass for $20. The pass fee would cover the use of the fitness room, the gym and the locker rooms. Several questions were raised regarding the two passes and the Lincoln Center membership fee. It was suggested that a fee be charged to cover the cost of lost/stolen membership cards. Due to the number of questions regarding the passes and memberships, David stated that he would get clarification from the Lincoln Center Advisory Board and report back at the September meeting. The Board agreed to table this item until clarification could be received. 9. Discussion and possible action regarding appointment of Board members to subcommittees. The following members volunteered to serve on the Board's subcommittees and were so appointed by Jodi W.: • By-Laws: Glenn Schroeder, Jeannie McCandless • Fees: Glenn Schroeder, Larry Farnsworth, Gary Erwin, Carol Blaschke • Park Naming: Don Allison, Carol Blaschke, Kathleen Ireland, and Gary Erwin • Recreation, Park and Open Space Master Plan: Don Allison, Gary Thomas, Kathleen Ireland • Veterans Park and Athletic Complex, Phase II: Jodi Warner, Larry Farnsworth, Gary Erwin, Jeannie McCandless. John Nichols would serve as an ex-officio member. Parks and Recreation Advisory Board Page 2 of 3 Regular Meeting of August 10, 2004 • Wolf Pen Creek Oversight Committee: Jodi Warner, Glenn Schroeder as Alternate A meeting would be scheduled within the month for the By-laws Subcommittee to meet and update the by-laws. 10. Repoot, discussion, and possible action concerning the Capital Improvement Program (CIP). The Facility Naming subcommittee's recommendations had been approved by Council. A dedication would be held in the fall for Southern Oaks Park in coordination with one of the neighborhood gatherings held by Development Services. Ric distributed a portion of an Executive Summary that had been handed out to Council concerning the FY 2005 budget. It listed projects that had been suggested for approval which would involve the Parks Department. He briefly went over each item on the list (see attached). One of the items included was $333,000 for a three-year period to provide the $1 million dollar local amount needed to acquire the regional park in Grimes County. Steve B. gave a brief update on the proposed 10,000 acre park site. A question arose regarding the lighting of all seven soccer fields at once, while developing only one of the neighborhood parks when the Board had strongly recommended doing three fields with the neighborhood parks being the next priority. Steve responded by stating that even if all the money could have been received at one time, development of only about one park per year could be done. The development of the three remaining parks was proposed for succeeding years. 11. Review, dimcussUon, and possible action concerning Board and Department Goals and Objectives, and City Council Strategic Plan. No report was given. 12. Discussion of calendar, future meeting dates. and possible agenda items. • The next regular meeting of the Board would be held on September 14, 3004. There would be a 5:30 p.m., dinner workshop meeting to work on Board goals prior to the regular meeting at 7:00 p.m. 13. Adjourn. A motion was made to adjourn by Gary E. and seconded by Gary T. Hearing no opposition, the meeting adjourned at 8:15 p.m. Parks and Recreation Advisory Board Page 3 of 3 Regular Meeting of August 10, 2004 , 1JC kA s V-1S 1 k,, L v i 5 0.4.,LA i?) cul cc_, Kf tk 0AP, Vtuft/6 0 , J cr,- ( it,-tc\ LO k u 1 0 , 0) 0 01 ?LEW- E- iPR i i\fr N ACME) ii) E ri Lt AT, o (\) COCc_s CO:17>1 C)-- 6 2 A-r .-zi . r-7,4szfv-Aff Atiaig"-- - ----i:,-1--w ,...... , , / - A4 tv .z.. ca.,. ,,,-- ---- Ftil C I j \ 'if- re-:v-- 1 rm JI al au if&r>i T 1-4.la ru_if- r _... ‘WL CONSTITUTIONAL BY-LAWS W OF THE PARKS AND RECREATION OARD CITY OF COLLEGE STATION, TEXAS THE BOARD SHALL BE GOVERNED BY CITY ORDINANCE NUMBER 1137 ARTICLE I RULES OF THE BOARD (a1 Section 1: Purpose The"College Station Parks d Recreation Board", hereinafter referred to as the Board, shall be composed of members. The duties of said Board shall be to advise and recommend to the City Council on all matters to the establishment, maintenance, and operation of city parks and recreation programs for the CITY OF COLLEGE STATION and its inhabitants and to carry out other duties as may be assigned by the City Council Section 2: Terms of Office 1'`AA,N The terms of office for the Board shall commence on MerIgand shall be two (2)years in length and the members thereof shall be appointed by the City Council. Section 3: Termination Any Board Member appointed by the City Council shall forfeit that membership if he is absent for more than three(3) meetings,or 25% of the meetings,whichever is greater,in on appointment year, unless the absenteeism is for medical reasons. Absenteeism may also be excused by the Board or by the City Council. If a member goes beyond this absenteeism limit, the City Council shall be advised to declare the position vacant aqd appoint a new member to fill the vacancy. � (Vuc ti 6`1 catmc Section 4: Organization Said Board is authorized to establish its own constitution and by-laws and shall provide for regular and special meetings necessary to carry on its business,separate and apart from the CITY OF COLLEGE STA BON,except as herein provided. Section 5: Limitations The Board shall not be authorized to incur on behalf of the CITY OF COLI.FGE STATION any expense incident to the operation of said parks and recreation programs, unless expressly authorized so to do by the CITY COUNCIL The Board shall not knowingly conduct business that has been assigned by ordinance to any other governing or advisory body of the CITY OF COLLEGE STATION. i ARTICLE II MEETINGS Sec ion 1: Annual eetings I • An ual eeti i ► ' the :oa • shall ' : •- - at a date .nd time t. ►e • :.'.nated b the :oard. Section 1: Regular Meetings The regular meeting shall be held on the second Tuesday of each month at the hour of 7:00 pm at a place designated in the call. Section Notice of Meetings Notice of all regular meetings shall be delivered to each member of the Board at least 7c2 .S prior to each meeting. Notice of all meetings shall be posted at City Hall and delivered to the news media in compliance with all state and local laws. Section : Special Meetings Special meetings may be called at any time by the Chairman of the Board or by three members of the Board. Section Place of 0.MeetingJ��- i,.-_--�4 ..t- �f o-.�-?�j ' The place of the meeting shall be theatfunless otherwise stated in the call. Section Quorum ' Fmembers of the Board shall at all times constitute a quorum. Section 7 Rules of Order General parliamentary rules, as given in Robert's Rules of Order, as modified by the rules and regulations of the Board shall be observed in conducting meetings of the Board. Section j Order of Business The following shall be the Order of Business of the Board,but the rules of order may be suspended and any matters considered or postponed by action of the Board: , Call to order. t5S,4)1�(�,Lk[ O n at 04. f S ` `r 2. Roll call. P�Q .h% iy �1J b u���- • � Consideration of minutes of last regular meeting and of any special meetings held i" subsequently and their approval or amendment. 47 ' 4. '• e . . e • _ . 5 Reports.... B aau►-O Len 'i 4-e.vn b. Board concerns. ARTICLE III OFFICERS Section 1: Appointment of Officers The Council shall appoint one member of the Board to serve as Chairman and-eae.2,(1 C=���/JJ /ii[Miler f Vi 1/ � O�^Clyl-- Section 2: Duties of the Board Chairman The Chairman of the Board shall preside at the meetings of the Board, and shall perform the other duties ordinarily performed by that officer. COt_ 'Le 0:4 Section 3: Duties of the Vice-Chairman 4-7) ' '` The Vice-Chairman of the Board, in the absence of the Chairman,shall perform all the duties of the Chairman of the Board. In the absence of both the Chairman and the Vice- Chairman, the Board shall elect a Chairman pro tempore who shall perform the duties of the Chairman of the Board. Section 4: Duties of the Parks and Recreation Director He shall act as the chief executive officer of the Board, but shall not be a member. He shall attend all regular meetings and participate in the discussions, but shall not be entitled to vote. (� 1 sea-,on 5.. j�J ARTICLE IV COMMITTEES OF THE BOARD Section 1: Appointment of Special Committees Special Committees shall be appointed by the Chairman for consideration and study of any matter not covered by the Board during regular or special meetings. The Special Committees shall report their findings to the Board. ARTICLE V AMENDMENTS Section 1: Amendments These by-laws may be amended at any regular meeting of the Board by a majority vote of the members present, provided previous notice of the nature of any proposed amendment shall have been given at least one regular meeting before the action thereon shall be taken. These by-laws shall be automatically amended by any future ordinances passed by the City Council dealing with matters relating to the Parks&Recreation Board. ( l • ORDINANCE NO. 1137 AN ORDINANCE PROVIDING FOR THE CREATION OF THE COLLEGE STATION PARKS AND RECREATIONA20,02 BOARD; PROVIDING FOR SEVEN (7) MEMBERS; DETERMINING THE TERM OF OFFICE; PROVIDING FOR THEIR DUTIES AND THE METHOD OF APPOINTMENT; AND REPEALING ALL ORDINANCES IN CONFLICT THEREWITH. BE IT ORDAINED BY THE CITY COUNCIL OF COLLEGE STATION, TEXAS: ' 11$V4 IkS(j( SECTION 1: There is hereby created a Parks and Recreation Board to be known as the "College Station Parks and Recreation Board", which shall be composed of aequen7 members. The duties of said Board shall be to advise and recommend to the City Council all matters concerning the establishment, maintenance, and operation of all parks within the City and the establishment and operation of recreation programs conducted by the CITY OF COLLEGE STATION for its inhabitants. The Board shall also carry out all other duties and responsibilities as may be assigned by the City Council. 5 SECTION 2: Theermfti office for said Parks and Recreation Board shall commence on and shall be for two (2) years. The members of the Board shall be appointed by the City Council on a staggered basis with three expiring on uneven years and four expiring on even years. The Council shall appoint one member of the Board to serve as Chairman and one member to serve as Vice-Chairman on an annual basis. One member of the City Council shall be appointed to serve on the Board as a non-voting representative. Members appointed to fill vacancies on said Board shall be for the remainder of the term of his predecessor. SECTION 3: Said Board is authorized to establish its own rules, regulations, and by-laws subject to ratification by the City Council and shall provide for regular and special meetings necessary to carry on its business. ) SECTION 4: All ordinances including Ordinance No. 177, hereto passed by the CITY OF COLLEGE STATION contrary to or in conflict with this ordinance are hereby expressly repealed. PASSED, APPROVED, AND ADOPTED this the 9th day of November, 1978. 1'PROVED ) I Mayor ATTEST ))U -7,"4.:*--A-C.,4:-• ilk.e-1 ., QP City Secretary 42-a7 03014 ORDINANCE NO. 2406 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, ESTABLISHING AN AT POLICY FOR APPOINTED OFFICIALS SERVING ON BOARDS AND COMMITTEES; ADOPTING A PROCEDURE FOR IMPLEMENTING THE POLICY; AND, PROVIDING AN EFFECTIVE DATE. • WHEREAS, the City Council selects volunteers throughout the year to serve on various committees to perform a valuable tribute to the policy making process; and, WHEREAS, the conunittees and boards should operate with a clear understanding of its purpose and functions and follow simple guidelines in conducting its meetings; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1: That the City Secretary or her designee is hereby authorized and directed to implement the applicable provisions of this Ordinance as necessary. PART 2: That the provisions of this ordinance shall apply to all boards and committees appointed by the College Station City Council. Each committee and board is established with a number of members required to vote; therefore, it is imperative that members attend each called meeting. PART 3: That the staff liaison assigned to each board or committee shall be responsible for maintaining a record of attendance and reporting such information every six months to the City Secretary. Notification of an absence shall be submitted by the member to the staff liaison on a form provided by the city. PART 4: That this section defmes "excused" and"unexcused" for purposes in this ordinance as follows: Excused 1. Vacation 2. Illness 3. Family Emergency 4. Jury Duty 5. Business out of town Ordinance No. 2406 Page 2 Unexcused 1. Failure to inform Chairman of a valid reason or good cause for absence prior to a scheduled meeting 2. Any other absence PART 5: In the event, a board or committee member is absent from three meetings in a twelve month period that are considered unexcused by definition, the City Secretary shall notify the member by letter requesting an explanation for the absences. After reviewing the explanation for absences, if the City Council finds that the absences are unexcused, the City Council may choose to notify the member of the importance of regular attendance or to remove a member for non- attendance, and any range of response in between. The Council's response shall consider the member's prior service, reasons for absence, likelihood of future attendance, and the necessity for the City's board or committee to carry out its responsiblities. The City Council may after due consideration, remove a member of the committee for any other good cause related to performance of duty. This ordinance shall become effective immediately after passage. PASSED, ADOPTED and APPROVED this 12th day of August, 1999. APPROVED: Mayor Lynn Mcflhaney ATTEST: City Secretary Connie Hooks APPROVED: City Attorney Harvey Cargill, Jr. o:group/oounciVabsent Idoc ARTICLE I RULES OF THE BOARD Section 1: Purpose The"College Station Parks and Recreation Board", hereinafter referred to as the Board, shall be composed of nine(9)members. The duties of said Board shall be advised and recommend to the City Council on all matters to the establishment, maintenance, and operation of city parks and recreation programs for the CITY OF COLLEGE STATION and its inhabitants and to cany out other duties as may be assigned by the City Council. Section 2: Terms of Office Term of office for the Board shall commence on July 1st and shall be two(2)years in length and the members thereof shall be appointed by the City Council. Section 3: Termination In the event, a Board Member is absent from three meetings in a twelve month period that are considered unexcused by definition, as stated in City Ordinance No. 2406 Section 4, the City Secretary shall notify the member by letter requesting an explanation for the absences. Part 5 of Ordinance No. 2406 states the procedure for removal of a Board Member. Section 4: Organization NO CHANGE Section 5: Limitations NO CHANGE ARTICLE II Section 1: Annual Meetings NO Change Section 2: Regular Meetings The regular meetings shall be held on the second Tuesday of each month at the hour of 7:00 pm(unless otherwise stated)at a place designated in the call. Sections 3,4, 5 NO CHANGE Section 6: Quorum Five members of the Board shall at all times constitute a quorum. Section 7: Rules of Order NO CHANGE Section 8: Order of Business NO CHANGE NO OTHER CHANGES ORDINANCE NO. 682 AN ORDINANCE CREATING A PLANNING AND ZONING COMMISSION, AND DECLARING THE PURPOSE AND PRESCRIBING THE DUTIES THEREOF: NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL, OF THE CITY OF COLLEGE STATION, TEXAS: 1. AUTHORITY: The City of College Station, Texas, as a home rule city, has by City Charter, adopted all the powers authorized by Chapter 4 of Title 28, Revised Civil Statutes, more specifically Article 1011a through j, Revised Civil Statutes, and adopting Article 974a and 970a, Revised Civil Statutes, which are hereby adopted, which authorize the appointment of a Planning and Zoning Commission, and which set out certain authority and responsi- bility for such a commission. 2. PLANNING AND ZONING COMMISSION: A. Under the aforestated authority, a Planning and Zoning Commission is hereby created to consist of seven (7) members. The members shall be removable for cause by the City Council upon written charges and after a public hearing. Seven (7) members shall be appointed as of this date. Hereafter, three (3) members and a chairman shall be appointed in even numbered years and three (3) members shall be appointed in odd-numbered years. Appointment of members shall be made by the City Council, at the first regular meeting of the City Council after the City Election. Members shall be residents of the city, eligible voters and real property owners. Vacancies shall be filled by the City Council at the next regular meeting for the unexpired term for any member whose position becomes vacant. B. Organization: The members of the Planning and Zoning Commission shall organize and select a vice chairman and secretary, and shall meet regularly, at least once in each month, and shall designate the time and place of such meetings. The Planning and Zoning Commission shall adopt its own rules of procedure and keep a record of its proceedings. Four (4) members shall constitute a quorum for transaction of business and no recommendation shall be advanced to the City Council without a concurring vote of four (4) members. 01790 Ordinance No. 682 Page 2 C. Duties: (1) The following areas of responsibility, among others, are mentioned here for clarity: Preparation, adoption and modification of the Comprehensive Plan of development of the City, for approval and adoption by Resolution by the City Council. (2) Annual preparation of a recommended Development Program for a five year period. • (3) Preparation of Subdivision Regulations, or modifications thereof, to be recommended to the City Council. (4) Recommend approval or disapproval of subdivision plats within the city limits and within the extra-territorial jurisdiction of the city. (5) Preparation of the Zoning Ordinance and amendments thereto, to be recommended to the City Council. (6) Make recommendations for the effective coordination of the various city departments, Committees and Boards, in implementing the Comprehensive Plan. ( 7) The Planning and Zoning Commission shall keep the City Council informed of its progress on their plans and make periodic status development reports to the City Council, and said reports shall be made within six months after their appointment, and every six months thereafter. (8) The Planning and Zoning Commission shall make studies and recommendations with regard to proposed annexation. 3. REPEALING CLAUSE: Ordinance No. 22 is hereby repealed, and all ordinances or parts of ordinances, orders and policies in conflict with the provisions of this ordinance are hereby repealed to the extent of such conflict. This ordinance shall be effective from the date of approval. PASSED AND APPROVED this 1st day of May, 1970. APPROVED: 1-71 f7/714.kthl Mayor ATTEST: • C. Secretary 01733, las ORDINANCE NO. 1805 AN ORDINANCE REPEALING ORDINANCE NO. 1233 AND AMENDING ORDINANCE NO. 682, WHICH ORDINANCES WHERE CODIFIED AS CHAPTER 12 SECTION 1 SUBSECTION B (1 ) OF THE CODE OF ORDINANCES OF THE CITY OF COLLEGE STATION PROVIDING THAT PROPERTY OWNERSHIP IS NOT A REQUIREMENT FOR SERVICE ON THE PLANNING AND ZONING COMMISSION, PROVIDING THAT THE NUMBER OF TERMS BE LIMITED, AND PROVIDING FOR AUTOMATIC RE- MOVAL BASED UPON ABSENCES. WHEREAS, the City Council of the City of College Station reviewed Ordinance No. 682 and Ordinance No . 1233 on the 8th day of March, 1989; WHEREAS, the City Council of the City of College Station directed the staff to make changes to the ordinances and place the ordi- nances on the regular Council Agenda for consideration by the Council; and WHEREAS, the City Council of the City of College Station consid- ered the proposed revisions to Ordinance No. 682 at its meeting on the 23rd day of March, 1989. NOW, THEREFORE, BE IT ORDAINED THAT Ordinance No . 1233 is hereby repealed and that City of College Station Code of Ordinances Chapter 12, Section 1, Subsection B( 1 ) is hereby amended to read as follows : "B. PLANNING AND ZONING COMMISSION (1) Under the aforestated authority, a Planning and Zon- ing Commission is hereby created to consist of seven (7 ) members. Appointment shall be made by the Coun- cil providing that each member shall serve a two year term. Three (3 ) members and a chairman shall be appointed in even number years and three (3 ) mem- bers shall be appointed in odd numbered years. Terms of office shall be limited to three consecu- tive two (2) year terms or seven (7) consecutive years. Appointment of members shall be made by the City Council , at the second regular meeting of the City Council after the City Election. Members shall be residents of the City and eligible voters. Vacan- cies shall be filled by the City Council at the next regular meeting for the unexpired term for any mem- ber whose position becomes vacant . The members shall be removable for cause by the City Council of 005618 the City of College Station upon written charges and after a public hearing. Any member shall be auto- matically removed, without the necessity of charges and hearing, in the event that said member is absent from twenty-five percent (25%) or more of the regu- larly scheduled meetings in a twelve (12 ) month period." PASSED AND APPROVED, this the 23rd day of March, 1989. APPROVED May arlaav -1111106 ATTEST City Sec - :ry 0 0 5 6 1 9 ORDINANCE NO. 1233 AN ORDINANCE AMENDING ORDINANCE NO. 682, LIMITING THE NUMBER OF TERMS OF MEMBERS OF THE PLANNING AND ZONING COMMISSION. Now, Therefore, Be it ordained by the City Council of the City of College Station, Texas: Section 2.A. of Ordinance. No. 682 is hereby amended to read: 2. PLANNING AND ZONING COMMISSION. A. Under the aforestated authority, a Planning and Zoning Commission is hereby created to consist of seven (7) members. The members shall be removable for cause by the City Council upon written charges and after a public hearing. Hereafter, three (3) members and a chairman shall be appointed in even numbered years and three (3) members shall be appointed in odd numbered years. Terms of office shall be limited to two consecutive two year terms, or five consecutive years. Appointment of members shall be made by the City Council , at the first regular meeting of the City Council after the City Election. Members shall be residents of the city and eligible voters. Vacancies shall be filled by the City Council at the next regular meeting for the unexpired term for any member whose position becomes vacant. PASSED AND APPROVED, this the 24th day of July, 1980. ....) APPROVED Z/ IL / Mayor ATTEST City Secretary 03266 BYLAWS OF COLLEGE STATION ECONOMIC DEVELOPMENT AUTHORITY, INC. ARTICLE 1 PURPOSE AND POWERS Section 1. Purpose. The Corporation is incorporated for the purposes set forth in Article Four of its Articles of Incorporation, the same to be accomplished on behalf of the City of College Station, Texas (the "City") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, as amended, Article 5190.6, Tex. Rev. Civ. Stats., Ann., as amended, (the"Act"), and other applicable laws. Section 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by Section 4B of the Act, and shall have all of the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 1. Powers,Number and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the `Board") and, subject to the restrictions imposed by law, by the Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of seven (7) directors, each of whom shall be appointed by the City Council(the"City Council") of the City. (c) The directors constituting the first Board shall be those directors named in the Articles of Incorporation. Successor directors shall have the qualifications, shall be of the classes of directors, and shall be appointed to the terms set forth in the Articles of Incorporation. (d) Any director may be removed from office by the City Council at will. Section 2. Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at the principal office of the Corporation as specified in Article V of these Bylaws. Section 3. Notice of Meetings. (a) Regular meetings of the Board shall be held without the necessity of notice to directors at such times and places as shall be designated from time to time by the c✓legal/proJects/cseda/bylaws.doc 5/27/99 Board. Special Meetings of the Board shall be held whenever called by the president, by the secretary, by a majority of the directors, by the Mayor of the City, or by a majority of the City Council. (b) The secretary shall give notice to each director of each Special Meeting in person or by mail, telephone or telegraph, at least two (2) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a Special Meeting. At any meeting at which every director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon consistent with applicable law. (c) Whenever any notice is required to be given to the Board, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a director at a meeting shall consti- tute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any Regular or Special Meeting of the Board need be specified in the notice to directors or waiver of notice of such meeting, unless required by the Board. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 4. Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meetings Act, Article 6252-17, Tex. Rev. Civ. Stat. Ann., as amended. Section 5. Quorum. A majority of the directors shall constitute a quorum for the conduct of the official business of the Corporation. The act of a majority of the direc- tors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation,unless the act of a greater number is required by law. Section 6. Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside. (c) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 7. Committees of the Board. The Board may designate two or more directors to constitute an official committee of the Board to exercise such authority of the Board as may be specified in the resolution. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. - 2 - o/kgal/projecfs/cseda/bylaws.doc 5/27,99 Section 8. Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their official duties as directors. ARTICLE III OFFICERS Section 1. Titles and Term of Office. (a) The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except that the president shall not hold the office of secretary. Terms of office shall be one (1) year with the right of an officer to be reelected. (b) All officers shall be subject to removal from office at any time by a vote of a majority of the entire Board. (c) A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. Section 2. Powers and Duties of the President. The president shall be the chief executive officer of the Corporation, and, subject to the paramount authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, shall preside at all meetings of the Board, and may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. Section 3. Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 4. Treasurer. The treasurer shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes and other obligations in or drawn upon such bank, banks or depositories as shall be designated by the Board consistent with these Bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his duties in such form and amount as the Board or the City Council may require. Section 5. Secretary. The secretary shall keep the minutes of all meetings of the Board in books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation, shall have charge of the corporate books, records, docu- ments and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, all of which shall at all reason- - 3 - o/kgal/proJecWcudo ,ylaws.doc 5/27/99 able times be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 6, The president, each vice president, and the secretary shall be named from among the members of the Board. The treasurer and any assistant secretaries may, at the option of the Board, be persons other than members of the Board, but they may be employees of the City. Section 7. Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their official duties as officers. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. General Economic Northgate Hotel Conference Center Develop- ment Plan. (a) It shall be the duty and obligation of the Board, in coordination with the necessary contracting parties, to research, develop, prepare, finance, and implement the hoteVconference center facilities development plan described in and in accordance with the terms of that certain "Preliminary Agreement of Intent to Enter Into a Development Agreement" (the "Preliminary Agreement"), entered into as of the day of , 1997, by and between the City and ., and to assume and to undertake all of the City's obligations thereunder, and to succeed to the rights of the City to enforce the same, subject to the rights of the respective parties thereto. (b) In carrying out its obligations under subsection (a), the Corporation shall be authorized to exercise all rights and powers granted under the Act, including, but not limited to Section 4B thereof, subject to the terms of the Preliminary Agreement and subsequent related agreements, and with the objective and for the purpose of developing and diversifying the economy of the State of Texas and the City, and the elimination of unemployment in the State and the City and the expansion of commerce within the State. (c) The Board shall periodically submit reports to the City Council as to the status of its activities in carrying out its obligations under this Section. (d) Any and all agreements between the Corporation and other parties shall be authorized, executed, approved, and delivered in accordance with applicable law. Section 2. Annual Corporate Budget. At least 60 days prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the City Council. The budget shall not be effective until the same has been approved by the City Council. - 4 - c✓legal/projects/cseda/bylaws.doc 5/27/99 Section 3. Books, Records. Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) At the direction of the City Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff and personnel of the City. (c) The Corporation, or the City if the option described in subsection (b) is selected, shall cause its books, records, accounts, and financial statements to be audited at least once each fiscal year by an outside, independent, auditing and accounting firm selected by the Corporation and approved by the City Council. Such audit shall be at the expense of the Corporation. Section 4. Deposit and Investment of Corporate Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments ("Obligations") issued by the Corporation shall be deposited ad invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the Corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The Board shall designate the accounts and depositories to be created and designated for such purposes, and the methods of with- drawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its treasurer and such other persons as the Board shall designate. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Fiscal Services Department of the City. Section 5. Expenditures of Corporate Money. The monies of the Corporation, including sales and use taxes collected pursuant to Section 4B of the Act, monies derived from rents received from the lease or use of property, the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived form the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the terms of the Master Agreement and to the following limitations: (i) Expenditures from the proceeds of Obligations shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the City Council prior to the execution of loan or financing agreements or the sale and delivery of the Obligations to the purchasers thereof required by Section 6 of this Article; (ii) Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations may be used for the purposes of financing or otherwise providing one or more "Projects," as defined in Section 4B of the Act. The specific expenditures shall be described in a resolution or order of the Board and shall be made only after the approval thereof by the City Council; - 5 - a?egal/projectslcseda/bylaws.doc 3/27/99 (iii) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 2 of this Article or in contracts meeting the requirements of Section 1(d) of this Article. Section 6. Issuance of Obligations. No Obligations, including refunding Obli- gations, shall be authorized or sold and delivered by the Corporation unless the City Council shall approve such Obligations by action taken prior to the date of sale of the Obligations. ARTICLE V MISCELLANEOUS PROVISIONS Section 1. Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Articles of Incorporation. (b) The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Act. Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 3. Seal. The seal of the Corporation shall be as determined by the Board. Section 4. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the president or secretary. The accep- tance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5. Approval or Advice and Consent of the City Council. To the extent that these bylaws refer to any approval by the City or refer to advice and consent by the Council, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the City Council. Section 6. Services of City Staff and Officers. Subject to the paramount authority of the City Manager under the Charter of the City, the Corporation shall have the right to utilize the services of the City Attorney, the City Secretary, and the staff and employees of the Finance Department of the City, provided (I) that the Corporation shall pay reasonable compensation to the City for such services, and (ii) the performance of such services does not materially interfere with the other duties of such personnel of the City. Section 7. Indemnification of Directors, Officers and Employees. (a) As provided in the Act and in the Articles of Incorporation, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. - 6 - a/legal/progects/cseda/bylaws.doc 5/27/99 (b) The Corporation shall indemnify each and every member of the Board, its officers, and its employees, and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 1. Effective Date. These Bylaws shall become effective upon the occurrence of the following events: (1) the approval of these Bylaws by the City Council; and (2) the adoption of these Bylaws by the Board. Section 2. Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation and these Bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act. - 7 - o✓legal/projects/cseda/bylaws.doc 5/27/99 PUBLIC ACCESS OPTION FORM The Public Information Act allows employees, public officials and former employees and officials to elect whether to keep certain information about them confidential. Unless you choose to keep it confidential,the following information about you may be subject to public release if requested under the Texas Public Information Act. Therefore, please indicate whether you wish to allow public release of the following information. 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