2011-127sAlegal\our documents\ordinances\1 l\tif bylaws.doc
ORDINANCE NO. 2011-127
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING THE BYLAWS FOR
THE TAX INCREMENT REINVESTMENT ZONE NUMBER 1 (DOWNTOWN TIF); AND
DECLARING AN EFFECTIVE DATE.
WHEREAS, on the 7th day of December, 2010, the City Council of Denton, Texas, (the
"City") established the Tax Increment Finance Zone Number One (Downtown TIF) (the "Zone")
as authorized by Chapter 311 of the Texas Code (the "Act"); and
WHEREAS, as authorized by section 311.010 of the Act, on June 29, 2011, the Board of
Directors of the Zone voted to approve the Bylaws, which are attached hereto as Exhibit "A" and
recommended the Bylaws be approved by the City Council; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council of the City of Denton, Texas, hereby approves said
Bylaws for the Downtown TIF, which are attached and made a part by reference herein.
SECTION 2. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ~ day of '2011.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APP VED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
City of Denton
Denton Tax Increment Financing Reinvestment Zone No. I
BYLAWS
ARTICLE I
POWERS AND PURPOSE
Section 1. Financing Development or Redevelopment in the Zone. In order to implement
the purposes for which Tax Increment Financing Reinvestment Zone No. One, City of Denton,
Texas (the "Zone") was formed, as set forth in Ordinance No. 2010-316, dated December 7,
2010, creating the Zone, the City of Denton, Texas (the "City") may issue obligations to finance
all or part of the cost of implementing the "project plan" for the Zone as defined in the Tax
Increment Financing Act of the Tax Code, Chapter 311, Vernon's Texas Codes Annotated (the
"Act").
Section 2. Books and Records: Approval of Programs and Financial Statements. The
Board of Directors shall keep correct and complete books and records of account and shall also
keep minutes of its proceedings and the proceedings of committees having any of the authority of
the Board of Directors. All books and records of the Zone may be inspected by any director or
his agent or attorney for any proper purpose at any reasonable time; and at all times the City
Council and the City Auditor will have access to the books and records of the Zone. The City
Council must approve all programs and expenditures for the Zone and annually review any
financial statements of the Zone.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers, Number, and Term of Office. The property and affairs of the Zone
shall be managed and controlled by the City Council based on the recommendations of the Board
of Directors of the Zone ("Board of Directors" or "Board"), subject to the restrictions imposed by
law, the ordinance creating the Zone, and these Bylaws. It is the intention of the City Council
that the Board of Directors shall function only in an advisory or study capacity with respect to the
Zone and shall exercise only those powers, advisory in nature, which are either granted to the
Board pursuant to the Act or delegated to the Board by the City Council. The Board will comply
with the policies and procedures as outlined in the City of Denton Handbook for Boards,
Commissions and Council Committees including, but not limited to, matters re arg ding
eithie,sethics conflicts of interest, and the Open Meetings Act.
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The Board of Directors shall consist of seven (7) directors whom shall be appointed by the City
Council of the City. Board membership shall consist of the following:
1. Two members shall be sitting City Council members
2. Two members shall be either property owners of property located within the Tax Increment
Reinvestment Zone or residents whose primary residence is located within the Tax Increment
Reinvestment Zone
3. Two members shall be either business owners of businesses located within the Tax Increment
Reinvestment Zone or a member of the Denton Chamber of Commerce Board of Directors.
4. One member shall be a qualified voter of the City of Denton.
The terms of the board members shall be two-year terms. A board member may serve no more
than three consecutive terms. At the first meeting of the Board of Directors, the board members
will draw lots to establish the staggering of terms with three of the board members serving an
initial term of one year. The City Council shall designate a member of the board to serve as
chairman of the board of directors, and the board shall elect from its members a vice chairman
and other officers as it sees fit.
Any director may be removed from office by the City Council for cause deemed by the City
Council as sufficient for their removal in the interest of the public, but only after a public hearing
before the City Council on charges publicly made, if demanded by such Board member within
ten (10) days.
In the event of a vacancy caused by the resignation, death, or removal for any reason, of a
director, the governing body of the respective taxing unit which made such Board appointment
shall be responsible for filling the vacancy.
Section 2. Meetings of Directors. The directors shall hold their meetings within a public
building in the City as the Board of Directors may from time to time determine.
Section 3. Regular and Special Meetings. Regular and Special Meetings of the Board of
Directors shall be held at such times and places as shall be designated, from time to time, by the
Board of Directors. All meetings of the Board shall be of a public nature unless pertaining to
matters of land purchase, security, personnel, or strictly legal matters. Notice of all regular and
special meetings of the Board and any committees thereof shall be posted in accordance with the
provisions of Chapter 551, Texas Government Code. There shall be at least one Regular
Meeting held each year in the month of December.
Section 4. Emergency Meetings. Emergency Meetings of the Board of Directors shall be
held whenever called by the chair, by the secretary, by a majority of the directors then in office or
upon advice of or request by the City Council. The secretary shall give notice to each director of
each Emergency Meeting. Notice of all Emergency Meetings shall state the purpose, which shall
be the only business conducted and shall be subject to the requirements of State Law.
Section 5. Quorum. A majority four (4) of the seven (7) directors holding current
appointments shall constitute a quorum for the consideration of matters pertaining to the
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purposes of the Zone. The act of a majority of the directors present at a meeting at which a
quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a
greater number is required by law.
Section 6. Conduct of Business. At the meetings of the -Board of Directors, matters
pertaining to the purposes of the Zone shall be considered in such order as from time to time the
Board of Directors may determine.
At all meetings of the Board of Directors, the chair shall preside and in the absence of the chair,
the vice chair shall exercise the power of the chair.
The secretary of the Board of Directors shall act as secretary of all meetings of the Board of
Directors, but in the absence of the secretary, the presiding officer may appoint any person to act
as secretary of the meeting. City staff shall provide notice of meetings and prepare meeting
agendas.
Within five days following each Regular, Special and Emergency meeting, a copy of the minutes
of the meeting shall be submitted to the City Secretary of the City.
Section 7. Compensation of Directors. Directors as such shall not receive any salary or
compensation for their services, except that they shall be reimbursed for their actual reasonable
expenses incurred in the performance of their duties hereunder.
Section 8. Attendance. Board members shall make every effort to attend all Regular, Special
and Emergency meetings of the Board and/or Committees. The City Council may replace a City
appointee of the Board for non-attendance at three consecutive meetings.
ARTICLE III
OFFICERS
Section 1. Titles and Term of Office. The officers of the Zone shall consist of a chair, a
vice chair, a secretary, and such other officers as the Board of Directors may from time to time
elect or appoint; provided however that the City Council shall, on an annual basis, appoint the
chair whose term shall end on September 1" of each year. One person may hold more than one
office, except that the chair shall not hold the office of secretary. Terms of office for officers,
other than the chair, shall not exceed two years.
All officers, other than the chair, shall be subject to removal from office, with or without cause,
at any time by a vote of a majority of the entire Board of Directors.
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A vacancy in the office of any officer, other than the chair, shall be filled by a vote of a majority
of the directors.
Section 2. Powers and Duties of the Chair. The chair shall be the chief executive officer of
the Board of Directors and, subject to the approval of the City Council, he/she shall be in general
charge of the properties and affairs of the Zone and shall preside at all meetings of the Board of
Directors.
Section 3. Vice Chair. The Vice chair shall be a member of the Board of Directors, shall
have such powers and duties as may be assigned to him by the Board of Directors and shall
exercise the powers of the chair during that officer's absence or inability to act. Any action taken
by the vice chair in the performance of the duties of the chair shall be conclusive evidence of the
absence or inability to act of the chair at the time such action was taken.
Section 4. Secretary. The secretary shall keep the minutes of all meetings of the Board of
Directors in books provided for the purpose, he/she shall have charge of such books, records,
documents and instruments as the Board of Directors may direct, all of which shall at all
reasonable times be open to inspection, and he/she shall in general perform all duties incident to
the office of secretary subject to the control of the City Council and the Board of Directors. The
function of Secretary may be performed by City Staff.
Section 5. Compensation. Officers as such shall not receive any salary or compensation for
their services, except that they shall be reimbursed for their actual reasonable expenses incurred
in the performance of their duties hereunder.
Section 6. Staff. Staff functions for the Board of Directors may be performed by the City
Manager or his designees.
ARTICLE IV
PROVISIONS REGARDING BYLAWS
Section 1. Effective Date. These Bylaws shall become effective only upon the occurrence of
the following events:
(1) The adoption of these Bylaws by the Board of Directors, and
(2) The approval of these Bylaws by the City Council.
Section 2. Amendments to Bylaws. These Bylaws may be amended by majority vote of the
Board of Directors, provided that the Board of Directors files with the City Council a written
application requesting that the City Council approve such amendment to the Bylaws, specifying
in such application, the amendment or amendments proposed to be made. If the City Council by
appropriate resolution finds and determines that it is advisable that the proposed amendment be
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made, authorizes the same to be made and approves the form of the proposed amendment, the
Board of Directors shall proceed to amend the Bylaws.
After consultation with the Board of Directors, the Bylaws may also be amended at any time by
the City Council by adopting an amendment to the Bylaws by resolution of the City Council and
delivering the Bylaws to the secretary of the Board of Directors.
Section 3. Interpretation of Bylaws. These Bylaws and all the terms and provisions hereof
shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase,
clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to
any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of
competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase,
clause, sentence, paragraph, section or other part of these Bylaws to any other person or
circumstance shall not be affected thereby.
ARTICLE V
GENERAL PROVISIONS
Section 1. Notice and Waiver of Notice. Unless otherwise required by State Law,
whenever any notice whatsoever is required to be given under the provision of these Bylaws, 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 post office address, as it
appears on the books of the Zone, and such notice shall be deemed to have been given on the day
of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purposes of objecting to the
transaction of any business on the grounds that the meeting is not lawfully called or convened. 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 2. 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 City Council. The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so provided in the resignation.
Section 3. Approval or Delegation of Power by the City Council. To the extent that these
Bylaws refer to any approval by the City, such approval of delegation shall be evidenced by a
certified copy of an ordinance, or resolution (if permissible), duly adopted by the City Council.
Approved by the TIF Board of Directors on the 29t" day of June ,
2011.
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Approved by the Denton City Council on the � r day of
, 2011.
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