12-10-1990 (WEDC) Minutes MINUTES OF ORGANIZATIONAL MEETING OF DIRECTORS OF
DEVELOPMENT CORPORATION OF WYLIE, INC.
December 10, 1990
Pursuant to the provisions of the Texas Non-Profit Corporation
Act, the undersigned, being the Directors of Development
Corporation of Wylie, Inc. , a Texas Non-Profit Corporation
organized under the provisions of Section 4A, Article 5190. 6,
Vernon's Annotated Civil Statutes, known as the Development
Corporation Act of 1979 , held a called meeting at 4 : 00 p.m. ,
December 10, 1990, at the offices of Raymond B. Cooper, 1000 Cooper
Street, Wylie, Texas, and the actions set forth below shall
constitute the valid corporate actions of the Directors of the
Corporation in attendance at such meeting.
The incorporator, Bill Dashner, and the Mayor of the City of
Wylie, John Akin, were present by invitation and designation of the
City Council as required by the statute. All of the initial Board
of Directors were present and the meeting was conducted by Jim
Smith, one of the initial Directors.
Mr. Dashner reported to the Board that the Articles of
Incorporation of the Corporation were approved and filed in the
office of the Secretary of State of the State of Texas on November
5, 1990, Charter No. 1172321-1, and the Certificate of
Incorporation of the Corporation, together with a copy of the
Articles of Incorporation, have been returned to the incorporator
by the Secretary of State of Texas. Said Certificate of
Incorporation and the copy of the Articles of Incorporation of the
Corporation have been inserted in the minute book of the
corporation.
The Articles of Incorporation designated Jim Smith, James
Blakey, Barton Peddicord, John Yeager, and Raymond B. Cooper as the
initial Directors of the Corporation to serve until their
successors are duly elected and qualified.
A form of Bylaws for the Corporation was read and reviewed by
the Board of Directors and, upon full consideration, it was:
RESOLVED, that the Bylaws read and reviewed this date by
the undersigned be, and the same are hereby, adopted as
and for the Bylaws of the Corporation, and that the
Secretary be, and he is hereby, instructed to cause a
copy of said Bylaws to be inserted in the minute book
immediately following the copy of the Articles of
Incorporation of the Corporation.
The proposed form of corporate seal was reviewed by the
undersigned, and upon full consideration, it was:
RESOLVED, that the seal, an impression of which is hereto
affixed, be, and the same is hereby, adopted as the
corporate seal of the Corporation.
Pursuant to the statute, the Board next discussed election of
officers, and it was:
FURTHER RESOLVED, that the following persons be, and they
are hereby, elected to serve as officers of the
Corporation, each to serve until his successor shall have
been duly elected and qualified:
Name Office
Jim Smith President
James Blakey Vice President
Barton Peddicord Secretary-Treasurer
The President next reported that he was required by the
statute and the Articles of Incorporation to act as registered
agent for the Corporation and would continue to so act until his
successor is elected and qualified.
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The Board discussed the terms of office of each as provided by
the Bylaws and in accordance with the appointments made by the City
Council of the City of Wylie, and:
FURTHER RESOLVED, that the initial terms of office of the
Directors, in order to be staggered as provided by the
Bylaws and in accordance with the resolution of the City
Council of the City of Wylie, shall be as follows:
Name Term Ending
Jim Smith May 31, 1993
James Blakey May 31, 1993
Barton Peddicord May 31, 1992
John Yeager May 31, 1992
Raymond B. Cooper May 31, 1991
The proper officers of the Corporation were authorized to
establish a bank account or accounts as soon as possible and to
expend money in behalf of the Corporation as follows:
RESOLVED, that the President be, and he is hereby,
authorized to designate Provident Bank of Wylie as
depository for the funds of the Corporation;
FURTHER RESOLVED, that any two (2) of the President, Vice
President, and Secretary-Treasurer be authorized
signatories for such account so opened, and that they may
authorize withdrawals and write checks on such account on
behalf of the Corporation;
FURTHER RESOLVED, that Provident Bank of Wylie is hereby
authorized and directed to pay checks and other orders
for the payment of money, when signed by any two (2) of
such persons authorized and designated as signatories of
such accounts;
FURTHER RESOLVED, that the Secretary-Treasurer of the
Corporation is authorized and directed to certify to
appropriate resolutions as required by the bank in order
to execute the designation of such as the depository of
the Corporation.
On further discussion, the Secretary-Treasurer was authorized
and directed to reimburse the City of Wylie for the expenses of
organization of the Corporation, including attorneys' fees and
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other expenses, as soon as the bank account was opened and the
requisite funds deposited therein. Mr. Dashner advised the Board
that the Board was required to have monthly meetings and keep all
its own records and minutes and that the Corporation was subject to
the Texas Open Meetings Act and Texas Open Records Act in the same
manner as those Acts are applicable to the City of Wylie. The
Board determined that monthly meetings would be held on call and
that the next regular meeting, the annual meeting of the
Corporation, would be held at the City Hall on Tuesday, January 8 ,
1991, at 4 : 00 p.m.
In accordance with Section 5. 07 of the Bylaws, the Board:
FURTHER RESOLVED, that the bond for the Secretary-
Treasurer be established at One Hundred Fifty Thousand
Dollars ($150, 000. 00) initially, and the President is
directed to secure such bond along with the bonds for
other officers at One Hundred Thousand Dollars
($100, 000. 00) each from an insurance company authorized
to do business in the State of Texas.
Mr. Dashner and Mr. Akin further discussed with the Board that
the City of Wylie would provide the Corporation with office space
and janitorial services; telephone services, including facsimile
service; receptionist and secretarial services; meeting and
conference rooms, including a permanent office in the area of the
City Manager's office; utilities, excluding telephone and facsimile
services; accounting and bookkeeping services, computerized;
auditing service; purchasing services; and mail service. The Board
resolved to accept such city services, subject to a determination
and review of the prices to be charged by the City to the
Corporation for such services. A final determination on the
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services will be made at the January meeting.
The Secretary-Treasurer was directed by the Board to apply to
the Comptroller of the State of Texas for exemption from the
payment of franchise taxes and sales taxes.
Upon further discussion, it was:
FURTHER RESOLVED, that the actions taken by the initial
Directors on behalf of the Corporation since its
incorporation constitute valid corporate actions of the
Directors of the Corporation and shall have the same
force and effect as if such actions had been duly
authorized and taken at a formal meeting of the Directors
duly convened and held on such date and as if all
Directors were present in person at such meeting and
unanimously voted in favor thereof.
There being no further business to come before the Board of
Directors, the meeting was adjourned.
IN WITNESS WHEREOF, the undersigned have hereunto subscribed
their names as the Directors of Development Corporation of Wylie,
Inc. , a Texas Non-Profit Corporation, in attestation to the
accuracy of the foregoing and as a recitation of their approval of
all actions taken therein.
Jim Smith, President
James Blakey, Vice President
Barton Peddicord, Secretary-Treasurer
John Yeager, Director
Raymond B. Cooper, Director
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Minutes of the organizational meeting approved by the Board of
Directors at its meeting on January 8, 1991.
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Barton Peddicord, Secretary-Treasurer
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