Development Corporation of Mercedes, Inc. Special Called Meeting Wednesday, October 23, 2024 11:30AM Board Members Present: Fred Gonzalez- President Marcos Garcia -Vice President Peggy Marie Chavez Yanez- Treasurer Tony Garza - Member Roel Villanueva = Member Board Members Absent: Lou Huerta - Secretary Joe Flores - Member EDC StaffPresent: Melissa Ramirez - Executive Director Zefra Mascorro - Administrative Coordinator Mario Salinas - Marketing Specialist Mark Sossi - DCM Attorney City Staff Present: Alberto Perez- City Manager Patricio Avila- Assistant City Manager Others Present: Rudy Salinas-SAS CPA Roland Garcia- Rock'n Boots Sponsorship Sylvia Garcia-Rock'n Boots Sponsorship Mike Coy- Rock'n Boots Sponsorship Carlos Gonzalez- Rock'n Boots Sponsorship 1. Call Meeting to order Fred Gonzalez called the meeting to order at 11:30AM 2. Discussion and Action: September 18, 2024 Minutes Marcos Garcia voted to approve the September 18, 2024 Minutes as presented. Seconded by Tony Garza. All voted aye. 3. Discussion and Action: September 2024 Financials Roel Villanueva voted to approve the September 2024 Financials as presented. Seconded by Marcos Garcia. All voted aye. 4. Discussion and Action: FY23-24 Audit, Adrian Webb CPA Marcos Garcia voted to engage Adrian Webb, CPA for the FY23-24 Audit. Seconded by Roel Villanueva. All voted aye. Roland Garcia, member of Rock 'n Boots Sponsorship entered the Open Session Meeting at 11:406AM. Syvlia Garcia, member of Rock n Boots Sponsorship entered the Open Session Meeting at 11:46AM Mike Coy, member of Rock 'n Boots Sponsorship entered the Open Session Meeting at 11:46AM. Carlos Gonzalez, member of Rock n Boots Sponsorship entered the Open Session Meeting at 11:46AM. 5. Discussion and Action: Rocking Boots Sponsorship Tony Garza voted to approve the Rock'n Boots Sponsorship at a total cost of $3,000 whereas $2,500 would be spent on the gold package and the remaining $500 would be spent on digital marketing services provided by DCM social media. Seconded by Marcos Garcia. All voted aye. 6. Discussion Board Terms Melissa Ramirez, Executive Director explained that DCM Bylaws state that the DCM board serves at the will of the City Commission and they can't appoint anyone longer than a six-year term. Melissa Ramirez, Executive Director expressed that this legality created a bit of confusion concerning whether DCM board members max out at six years or not. She stated that she disagreed and didn't believe that any DCM board members maxed out at six years SO she had Mark Sossi, DCM Attorney complete some research on board terms. Mark Sossi, DCM Attorney explained that there is a six-year limitation, but the limitation is on any one term, nothing limits the City Commission from reappointing members to serve subsequent terms. He described having provided an opinion from John Cornyn Attorney General of the State ofTexas that is consistent with the position. Mark Sossi, DCM attorney stated that there is no legitimate legal issue with DCM board members being limited to serving longer than six-year terms. Melissa Ramirez, Executive Director explained that DCM board members such as Roel Villanueva, and Tony Garza who's terms come to date December of 2024 are eligible to be reappointed. Mark Sossi, DCM Attorney stated that the City Commission can appoint at their discretion, but there is no law that states that DCM board members are limited to serve six years. DCM Board members stated they did not want to amend the Bylaws. Melissa Ramirez, Executive Director explained not needing to amend DCM Bylaws for any DCM board members to continue serving. Mark Sossi, DCM Attorney referenced article four ofthe DCM Bylaws attached to the board packet. He clarified that the reference pertained to an elected office within the City ofMercedes and as a city office it does not apply to a different entity. Board members questioned ifMarcos Garcia being appointed as judge would disqualify him from serving on the board. Mr. Sossi, DCM Attorney stated that as appointed judge, the position was not an elected office and it did not disqualify him. He also explained that Marcos Garcia serving as a member of the Mercedes School Board did not disqualify him from serving the DCM board as the school board is a different entity than a City office. 7. Discussion and Action: Tabled Items No Action 8. Executive Session: Section 551.087: Economic development negotiations with Project M30, Project Kamel, Project Travel Center, Project STM, Project Knights, Project ASHTI, Project Arts, Project QSR, Project 150, Project M2, Project Cruz, Project M. Carrillo, Project Bert Ogden, Project A. Garcia, Project RGVLS, Project G. Schwarz, Project Coffee, Project Carwash, Project Rios, and Project UT and Section 551.071: pending legal issues with Case No C-4846-19-A, delinquent loans and on any regular agenda item requiring confidential, attorney-client advice necessitated by the deliberation or discussion of said item as needed. The Board went into Executive Session at 12:15PM Fred Gonzalez, Board President exited the Executive Session at 12:33PM Fred Gonzalez, Board President entered the Executive Session at 12:35PM The Board went into Open Session at 12:39PM 9. Discussion and Action: item #8 Tony Garza motioned to send a letter of demand to Roy Gomez stating that the entire balance of his loan is due in full by January of 2027 and motioned to foreclose on MD International. Seconded by Peggy Chavez-Yanez. All voted aye. 10. Adjournment,2:41 PM Fred Gonzalez, President Joe Flores, Jr., Member dars huveer Marcos Garcia, Vice-President TonyGarza, Member Le VPugyy muiv Cury yyin PeggyMarie Chavez-Yanel, Tieasurèr Roel Villanueva, Member Lou Huerta, Secretary