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HomeMy WebLinkAboutResolution 4860-11-2017 A Resolution NO. 4860-11-2017 APPROVING AMENDMENTS TO THE BYLAWS OF THE FORT WORTH HOUSING FINANCE CORPORATION WHEREAS, on December 18, 1979 the City Council adopted Resolution No.653 approving the formation of the Fort Worth Housing Finance Corporation (the "Corporation") and approving the form of the Articles of Incorporation for the Corporation; and WHEREAS, the Corporation's Articles of Incorporation were filed with the Texas Secretary of State on December 27, 1979, and were thereafter amended in 1982 and 1996; and WHEREAS, the City Council approved the Corporation's Bylaws which had been adopted by the Board of Directors of the Corporation (the "Board") at the Corporation's organizational meeting held on January 22, 1980; and WHEREAS, the Board determined that it was in the best interest of the Corporation to amend its Bylaws, and on June 3, 2008, the Board adopted Amended and Restated Bylaws, subject to approval by the City Council; and WHEREAS, the City Council approved the Amended and Restated Bylaws for the Corporation on June 10, 2008 in Resolution No. 3625-06-2008; and WHEREAS, the Board determined that it was in the best interest of the Corporation to make certain amendments to the Amended and Restated Bylaws to change the number of Directors required for a quorum and increase spending authority, and on February 7, 2012, the Board adopted the 2012 amendments to the Amended and Restated Bylaws, subject to approval by the City Council; and WHEREAS, the City Council approved the 2012 amendments to the Amended and Restated Bylaws for the Corporation on February 14, 2012 in Resolution No. 4061-02- 2012; and WHEREAS, the Board determined that it was in the best interest of the Corporation to make certain amendments to the Amended and Restated Bylaws to increase spending authority and change the date of the election of officers, as well as other clarifications, and on September 26, 2017, the Board adopted the 2017 amendments to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit "A", subject to approval by the City Council; and ORT WO T Resolution No. 4860-11-2017 WHEREAS, the City Council finds it necessary and desirable to approve the attached 2017 amendments to the Amended and Restated Bylaws in order to increase administrative efficiency for the Corporation. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: 1 . That the attached 2017 amendments to the Amended and Restated Bylaws for the Fort Worth Housing Finance Corporation are hereby approved. 2. That it is hereby officially found and determined that this Resolution was adopted in a meeting open to the public and that notice of the time, place and purpose of such meeting was given in accordance with applicable law. 3. That all previous Resolutions are hereby expressly repealed to the extent in conflict with the provisions of this Resolution. 4. That this Resolution shall take effect immediately from and after its adoption. AND IT IS SO RESOLVED. Adopted this 7th day of November, 2017. ATTEST: FORT �O U` Mary J. Kay Ci y Se retary •TEXP`' ORT WORT Resolution No. 4860-11-2017 EXHIBIT "A" 2017 Amendments to the Bylaws of the Fort Worth Housing Finance Corporation, as Amended and Restated on June 3, 2008 and Amended on February 7, 2012 The following sections of the Bylaws of the Fort Worth Housing Finance Corporation shall be amended to be and read as follows: "Section 1.02. Principal Office. The principal office of the Corporation shall be located at 200 Texas Street, Fort Worth, Texas 76102. "Section 4.01. Titles and Term of Office. (a) The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors from time to time may elect or appoint. One person may hold more than one office, except that the President shall not hold the office of Secretary. Officers shall be elected or appointed in August of each odd numbered year for terms of office which shall not exceed two (2) years. "Section 4.03. President. The President shall be the chief executive officer of the Corporation and, subject to the Board of Directors, he shall be in general charge of the properties and affairs of the Corporation; he shall preside at all meetings of the Board of Directors; he shall be an ex-officio member of all standing committees; in furtherance of the purposes of the Corporation, he may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation; and, provided further, that any agreement or instrument involving any expenditure over One Hundred Thousand Dollars ($100,000.00) of Corporation funds shall require the prior approval of the Board of Directors. "Section 4.07. General Manager. (a) The powers and duties of the General Manager shall include the following: (1) In cooperation with the Corporation's attorney, to see that all actions of the Board are in compliance with the laws, ordinances, orders and resolutions in effect. (2) Except as otherwise herein provided, to appoint and remove all subordinate and employees, agents or contractors of the Corporation. ORTWO Resolution No.4860-11-2017 (3) To exercise control over all dealings and matters of the Corporation, except as hereinafter provided. (4) To review all contracts of the Corporation to ensure each contract is in accordance with Board directives and execute such contracts when directed. (5) To attend and participate in all meetings and deliberations of the Board of Directors, but shall not possess the power to vote. (6) To recommend to the Board for adoption such measures as he or she may deem necessary or expedient. (7) To keep the Board at all times fully advised of the financial condition of the Corporation. (8) To spend appropriated funds up to One Hundred Thousand Dollars ($100,000.00) without additional Board approval when the General Manager deems the expenditure necessary to perform the powers and duties stated herein. Any expenditure over One Hundred Thousand Dollars ($100,000.00) must be approved by the Board. In addition, any contract or other legal instrument for the sale, purchase or lease of real property or real property interests shall be approved by the Board prior to execution or acceptance, except that the General Manager may (i) pay up to Fifty Thousand Dollars ($50,000.00) for an option fee or deposit Fifty Thousand Dollars ($50,000.00) earnest money with a Title Company or Independent Escrow agent on any land purchase agreement, or (ii) purchase property for up to Twenty Five Thousand Dollars ($25,000) for each parcel without the approval of the Board. (9) To act as budget supervisor with the Treasurer and as such prepare and submit to the Board the annual budget. (b) Notwithstanding the provisions in Section 4.07(a) above, the Board may authorize the General Manager to execute all necessary documents to meet project objectives as contained in Resolutions. ORT WO