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HomeMy WebLinkAboutResolution 2066RESOLUTION APPROVING FORMATION OF A CORPORATION UNDER SECTION 4B OF ARTICLE 5190.6, VERNON'S TEXAS CIVIL STATUTES THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON R>+,SOJSL~I.01Y I~LQQI,VW~O WHEREAS, the City of Fort Worth (the "City") is an "Eligible City" as defined in Section 4B of Article 5190 6, Vemon's Texas Civil Statutes (the Act"); and' WHEREAS, heretofore the City has not exercised any rights or powers granted thereto by operation of Section 4B of the Act; and WHEREAS, the City has determined that there should be organized a corporation under Section 4B of the Act to further the public purposes of the City including the purpose of aiding, assisting, and acting on behalf of the City in the performance of its governmental functions to promote the common good and general welfare of the City including undertaking and completing "Projects as defined in the Act particularly but not by way of limitation, Section 4B of the Act, on behalf of tho City• NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS. Section 1 That the City Council of the City of Fort Worth, Texas has found and determined and hereby finds, determines and declares that a corporation should be organized under Section 4B of the Act for .the purpose of aiding, assisting and acting on behalf of the City in the performance of its govemmental functions to promote the common good and general yam.. welfare of the City including undertaking and completing Projects on behalf of the City Section 2. That the City Council of the City of Fort Worth, Texas hereby approves the form of the Articles of Incorporation of the FW Sports Authority Inc. attached hereto as "Exhibit A and hereby grants authority for and approves the creation of the FW Sports Authority Inc. under the provisions of Section 4B of the Act. Section 3 That the Ciry Council of the Ciry of Fort Worth, Texas hereby approves the form of Bylaws of the FW Sports Authority Inc. attached hereto as Exhibit 'B proposed for adoption by the Board of Directors to be formed for the FW Sports Authority Inc. Section 4 That the City Manager Economic Development Director and Economic Development Coordinator be, and each hereby is, jointly and severally authorized to execute and file the Articles of Incorporation with the Secretary of State of the State of Texas. Section 5 That all Ordinances and Resolutions and parts thereof in conflict herewith are hereby expressly repealed insofar as they conflict herewith. Section 6. That this Resolution shall take effect immediately from and after its adoption, and it is accordingly so resolved. Adopted and approved this 23rd day of May 1995 Mayo City f F Worth, Texas •'r~~~s ~ of t ;~ ~~ ATTEST ~ . t!~~~~ ~~ -- wCity Secretary City of Fort Worth, Texas ~,~~ M .~,. ~. (SEAL) YA ; ~. ~, 's222s.2 .~'* ~~ APPROVF.~ CITY C{~tJtVC~~, MAY 30 1995 Q~.rJ ~ dti->lleae~cy of ttL~ city of Part IvorBq xexas Exhibit A ARTICLES OF INCORPORATION OF FW SPORTS AUTHORITY, INC. We the undersigned- natural persons, each of whom is at least eighteen (18) years of age or more, and a resident and a qualified voter of the City of Fort Worth, Texas (the City"} and a citizen of the State of Texas acting as incorporators of a corporation under the provisions of Section 4B of Article 5190 6 Vernon s Texas Civil Statutes (the Act") do hereby adopt the following Articles of Incorporation for such corporation. ARTICLE I The name of the corporation is FW SPORTS AUTHORITY INC ARTICLE II The Corporation is a public non-profit corporation. ARTICLE III The period of its duration is perpetual. ARTICLE IV The Corporation is formed pursuant to the provisions Section 4B of the Act, which authorizes the Corporation to jointly assist and act on behalf of the City and to engage in activities in furtherance of the purposes for its creation. The Corporation is organized for the purpose of aiding assisting and acting on behalf of the City in the performance of its governmental functions to promote the common good and general welfare of the City and in undertaking and completing of projects as such term is defined in the Act, particularly but not by way of limitation, Section 4B of the Act, on behalf of the City The Corporation may do any and all lawful activities which may be necessary useful or desirable for the furtherance accomplishment, fostering, or attaining of the foregoing purposes, either directly or indirectly and either alone or in conjunction or cooperation with others, whether such as corporations firms associations trusts, institutions foundations or governmental bureaus departments or agencies The Corporation shall have and exercise all of the rights powers privileges authority and functions given by the general laws of Texas to non-profit corporations incorporated under ~j 75627.3 the Act including without limitation, the Texas Non-Profit Corporation Act (currently cited as Article 1396 Sections 1 O1 through 11 O1 Vernon s Texas Civil Statutes) The Corporation shall have all other powers of a like or different nature not prohibited by law which are available to non-profit corporations in Texas and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, including the power to issue bonds notes or other obligations and otherwise exercise its borrowing power to accomplish the purposes for which it was created ARTICLE V The Corporation shall have no members and shall have no stock. ARTICLE VI All powers of the Corporation shall be vested in a Board consisting of seven (7) persons who shall be appointed by the City Council of the City Each initial Director (Director" or Directors) named in Article VIII hereof shall serve for the term expiring on the date set forth in Article VIII Subsequent Directors shall be appointed by the City Council of the City Each subsequent Director shall serve for a term of two (2) years or until his or her successor is appointed by the City unless such Director has been appointed to fill an unexpired term in which case the term of the Director shall expire on the expiration date of the term of the Director who he or she was appointed to replace Any Director may be removed from office at any time with or without cause by the City Council The number of Directors may only be increased or decreased by an amendment to these Articles of Incorporation as hereafter authorized by the Act. To be qualified to serve as a Director a person must be a resident of the City and be at least 18 years old. Unless otherwise permitted by the Act, no less than three (3) of the Directors shall be persons who are not employees officers or members of the governing body of the City All other matters pertaining to the internal affairs of the Corporation shall be governed by the Bylaws of the Corporation, so long as such Bylaws are not inconsistent with these Articles of Incorporation or the Constitution and laws of the State of Texas ARTICLE VII The street address of the initial registered office of the Corporation is 1000 Throckmorton Street, 3rd Floor Fort Worth, Texas 76102 which is within the city limits of the City and the name of its initial registered agent at such address is William W Wood, who is a resident of the City 75627.3 2 .~,' ARTICLE VIII The number of Directors initially constituting the Board is seven (7) The names addresses and terms of office of the initial Directors each of whom resides within the City are NAME ADDRESS TERM Reginald Gates 3607 East Rosedale February 13 1996 Fort Worth, TX 76104 Ramon Guajardo 1000 Throckmorton February 13 1996 Fort Worth, TX 76102 Emett Murphy 301 Commerce February 13 1996 Fort Worth, TX 76102 Tom Higgins 1000 Throckmorton February 11 1997 Fort Worth, TX 76102 Jim Lane 1000 Throckmorton February 11 1997 Fort Worth, TX 76102 Marcella Olson 1000 Throckmorton February 11 1997 Fort Worth, TX 76102 • Jim Schell 306 West 7th, Suite 901 February 11 1997 Fort Worth, TX 76102 ARTICLE IX The names and street addresses of the incorporators each of whom resides within the City are NAME Robert E Terrell Thomas M Higgins Paul V Cain ADDRESS 1000 Throckmorton Street Fort Worth, Texas 76102 1000 Throckmorton Street Fort Worth, Texas 76102 1000 Throckmorton Street Fort Worth, Texas 76102 75627.3 3 ARTICLE X To the fullest extent permitted by Texas statutes as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits broader limitation than permitted prior to such amendment) a director of the Corporation shall not be liable to the Corporation for monetary damages for an act or omission in the director's capacity as a director Any repeal or amendment of this Article X by the directors of the Corporation shall be prospective only and shall not adversely offset any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or amendment. ARTICLE XI Regardless of any other provisions of these Articles of Incorporation or the laws of the State of Texas the Corporation shall not (1) permit any part of the net earnings of the Corpora- tion to inure to the benefit of any private individual (2) devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise or (3) participate in, or intervene in (in each case either directly or indirectly) political campaigns on behalf of or in opposition to any candidate for public office Any income earned by the Corporation after payment of reasonable expenses debt and establishing a reserve shall accrue to the City The City shall at all times have an unrestricted equal right to receive any income earned . by the Corporation, exclusive of amounts needed to cover reasonable expenditures and reasonable reserves for future activities No part of the Corporation s income shall inure to the benefit of any private interests If the Board of Directors determines by resolution that the purposes for which the Corporation was formed have been substantially met and all bonds issued by and all obligations incurred by the Corporation have been fully paid, the Board shall execute a certificate of dissolution which states those facts and declares the Corporation dissolved in accordance with the requirements of the Act, or with applicable law then in existence In the event of dissolution or liquidation of the Corporation, all assets will be turned over to the City ARTICLE XII If the Corporation is a private foundation within the meaning of Section 509(a) of the Code the Corporation. (a) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code (b) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code (c) shall not retain any excess business holdings as defined in Section 4943(c) of the Code (d) shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code and (e) shall not make any taxable expenditures as defined in Section 4945(d) of the Code • 75627.3 C~ ARTICLE XIII Upon the dissolution of the Corporation, its assets after providing for the payment of all lawful indebtedness shall be distributed exclusively to the City ARTICLE XIV As used herein, references to the Code shall mean Internal Revenue Code of 1986 including the corresponding provisions of any subsequent federal tax laws ARTICLE XV On May 30 1995 the City Council of the City duly adopted a resolution approving the form of these Articles of Incorporation and approving the creation of the Corporation. IN WITNESS WHEREOF we have hereunto set our hands this 30th day of May 1995 Robert E Terrell • Thomas M Higgins Paul V Cain • 75627.3 5 THE STATE OF TEXAS § • COUNTY OF TARRANT BEFORE ME, the undersigned authority on this day personally appeared Robert E Terrell, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of May 1995 My Commission Expires Notary Public in and for The State of Texas THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority on this day personally appeared Thomas M Higgins known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of May 1995 My Commission Expires Notary Public in and for The State of Texas . 75627.3 THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority on this day personally appeared Paul V Cain, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of May 1995 My Commission Expires Notary Public in and for The State of Texas 75627.3 7 • Exhibit B BYLAWS OF FW SPORTS AUTHORITY, INC. A Texas Industrial Development Corporation (Created on behalf of the City of Fort Worth, Texas pursuant to Section 4B of Article 5190 6 Vernon's Texas Civil Statutes) • ~ °S "~l ti'4L t. ~_~ Date of Adoption. 75625.3 . Page ARTICLE I PURPOSES 1 ARTICLE II BOARD OF DIRECTORS 2 Section 1. Appointment, Powers, Number and Term of Of jice 2 Section 2. Meetings of Directors 2 Section 3. Annual Meetings 2 Section 4 Regular Meetings 2 Section 5 Special and Emergency Meetings 2 Section 6 Quorum 3 Section 7 Conduct of Business 3 Section 8 Executive Committee, Other Committees 3 Section 9 Compensation of Directors 3 Section 10 Director's Reliance on Consultant Information 4 ARTICLE III OFFICERS 4 y- Section 1 Titles and Term of Office 4 Section 2 Powers and Duties of the President 4 Section 3 Vice Presidents 4 Section 4 Treasurer 4 Section 5 Secretary 5 Section 6. Assistant Secretary 5 Section 7 Compensation 5 Section 8. Officer's Reliance on Consultant Information 5 Section 9 Hearing Officer 5 ARTICLE IV MISCELLANEOUS PROVISIONS 6 Section 1 Fiscal Year 6 Section 2. Seal 6 Section 3 Notice and Waiver of Notice 6 Section 4 Resignations 6 Section S Gender 6 Section 6 Appropriations and Grants 6 • 75625.3 Page • ARTICLE V • INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1 Right to Indemnification Section 2 Advance Payment Section 3 Indemnification of Employees and Agents Section 4 Appearance as a Witness Section 5 Non-exclusivity of Rights Section 6 Insurance Section 7 Notification Section 8 Savings Clause ARTICLE VI PROVISIONS RELATING TO MINORITY CONTRACTING Section 1 Minority Contracts ARTICLE VII AMENDMENTS 75625.3 6 6 7 7 7 7 8 8 8 9 9 9 • BYLAWS OF FW SPORTS AUTHORITY INC. ARTICLE I PURPOSES The Corporation is organized for the purpose of aiding, assisting, and acting on behalf of the City in the performance of its governmental functions to promote the common good and general welfare of the City and in undertaking and completing of projects on behalf of the City 'Projects" shall mean land, buildings, equipment, facilities and improvements included in the definition of that term under Section 2 of the Act, including recycling facilities, and land, buildings, equipment, facilities and improvements found by the Board of Directors to (a) be required or suitable for use for professional and amateur (including children's) sports, athletic entertainment, tourist, convention, and public park purposes and events, including stadiums, ball parks, auditoriums, speedways, amphitheaters, concert halls, learning centers, parks and park facilities, open space improvements, municipal buildings, museums, exhibition facilities, and related store, restaurant, concession, and automobile parking facilities, related area transportation . facilities, and related roads, streets, and water and sewer facilities, and other related improvements that enhance any of those items; or (b) promote or develop new or expanded business enterprises, including a project to provide public safety facilities, streets and roads, drainage and related improvements, demolition of existing structures, general municipally owned improvements, as well as any improvements or facilities that are related to any of those projects and any other project that the Board in its discretion determines promotes or develops new or expanded business enterprises; as well as other activities which from time to time are included hereafter as a 'project" under the terms of the Act. The Corporation may do any and all lawful activities which may be necessary useful or desirable for the furtherance, accomplishment, fostering, or attaining of the foregoing purposes, either directly or indirectly and either alone or in conjunction or cooperation with others, whether .such as corporations, firms, associations, trusts, institutions, foundations, or governmental bureaus, departments or agencies. The Corporation is formed pursuant to the provisions Section 4B of the Act, which authorizes the Corporation to jointly assist and act on behalf of the City and to engage in activities in the furtherance of the purposes for its creation. The Corporation shall have and exercise all of the rights, powers, privileges, authority and functions granted to a corporation under the Act. • 75625.3 The Corporation is created as an industrial development corporation pursuant to Section 4B of the Act and shall be a governmental unit within the meaning of Subsection (m) of Section 4B of • the Act and Subdivision (2), Section 101.001, Civil Practice and Remedies Code. The operations of the Corporation are governmental and not proprietary functions for purposes of the Texas Tort Claims Act, Section 101.001 et seq Civil Practice and Remedies Code. ARTICLE II BOARD OF DIRECTORS Section 1. Appointment, Powers, Number and Term of Of,~zce. All powers of the Corporation shall be vested in a Board consisting of seven (7) persons who shall be appointed by the City Council of the City Each initial Director ("Director" or 'Directors") shall serve for the term expiring on the date set forth in the Articles of Incorporation. Subsequent Directors shall be appointed by the City Council of the City Each subsequent Director shall serve for a term of two (2) years or until his or her successor is appointed by the City unless such Director has been appointed to fill an unexpired term in which ease the term of the Director shall expire on the expiration date of the term of the Director who he or she was appointed to replace. Any Director may be removed from office at any time, with or without cause, by the City Council. The number of Directors may only be increased or decreased by an amendment to the Articles of Incorporation as authorized by amendment to the Act. To be qualified to serve as a Director a person must be a resident of the City and be at least 18 years old. Unless otherwise permitted by the Act, no less than three (3) of the Directors shall be persons who are not employees, officers, or members of the governing body of the City Section 2. Meetings of Directors The Directors may hold their meetings and may have an office and keep the books of the Corporation at such place or places within the City as the Board may from time to time determine; provided, however in the absence of any such determination, such place shall be the registered office of the Corporation in the State of Texas. All meetings of the Board shall be conducted in accordance with the provisions of the Texas Open Meetings Act, Chapter 551, Texas Government Code (the 'Open Meetings Act") as those provisions apply to a city and all notices of such meetings shall be given in accordance with the Open Meetings Act. The Corporation, the Board, and any committee of the Board exercising the powers of the Board shall be subject to the applicable provisions of the Texas Open Records Act, Chapter 552, Texas Government Code (the 'Open Records Act"). Section 3. Annual Meetings The annual meeting of the Board shall be held on the second Tuesday of February at City Hall or at such other time andlor at such other location as may be designated by the resolution of the Board for the purposes of transacting such business as may be brought before the meeting. Section 4 Regular Meetings Regular meetings of the Board shall be held at such times and places as shall be designated, from time to time, by resolution of the Board. Section S Special and Emergency Meetings Special and emergency meetings of the Board shall be held whenever called by the President of the Board or the Secretary or by a majority of the Directors who are serving duly appointed terms of office at the time the meeting is called. 75625.3 `Z The Secretary shall give notice of each special meeting in person, by telephone, FAX, mail • or telegraph at least three (3) days before the meeting to each Director Notice of each emergency meeting shall also be given in the manner required of the City under the Open Meetings Act. 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 or emergency meeting. At any meeting at which every Director shall be present, even though without any .notice, any matter pertaining to the purposes of the Corporation maybe considered and acted upon to the extent allowed by the Open Meetings Act. Section 6 Quorum. A majority of the Board shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time. The act of a majority of the Directors present and voting at a meeting at which a quorum is in attendance shall constitute the act of the Board, unless the act of a greater number is required by law by the Articles of Incorporation, or by these Bylaws. A Director who is present at a meeting of the Board at which any corporate action is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting or unless he shall file lus written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of the action. Section 7 Conduct of Business At the meetings of the Board, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board may determine. At all meetings of the Board, the President shall preside, and in the absence of the President, the Vice President shall preside. In the absence of the President and the Vice President, a chairperson shall be chosen by the Board from among the Directors present to preside over the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the Secretary the Assistant Secretary or such other person as may be appointed by the presiding officer will act as secretary of the meeting. Section 8 Executive Committee, Other Committees The Board may by resolution passed by a majority of the Directors, designate three (3) or more Directors to constitute an executive committee or other type of committee. To the extent provided in the authorizing resolution, a committee shall have and may exercise all of the authonty of the Board in the management of the Corporation, except where action of the Board is specified by statute. A committee shall act in the manner provided in the authorizing resolution. Each committee so designated shall keep regular rrunutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation, and shall report the same to the Board from time to time. Committees authorized to exercise the powers of the Board shall give notice of any meeting and shall conduct said meetings in the manner required for a meeting of the Board. Section 9 Compensation of Directors Directors shall not receive any salary or compensation for their services as Directors. ~ss2s.s 3 Section 1 D Director's Relutnce on Consultant Information. A Director shall not be liable • if while acting in good faith and with ordinary care, the Director relies on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by (a) one or more other officers or employees of the Corporation, (b) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or (c) a committee of the Board of which the Director is not a member ARTICLE III OFFICERS Section 1 Titles and Term of Office The officers of the Corporation shall be a president of the Board, one or more vice presidents of the Board, a secretary an assistant secretary 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 The term of office for each officer shall be one (1) year commencmg with the date of the annual meeting of the Board at which each such officer is elected. All officers shall be subject to removal, with or without cause, at any time by a vote of a majority of the whole Board. A vacancy in the office of any officer shall be filled by the Board. Section 2. Powers and Duties of the President. The President shall be a member of the Board and shall preside at all meetings of the Board. The President may call special or emergency meetings of the Board. The President shall be the principal executive officer of the Corporation and, subject to the Board, he or she shall be in general charge of the properties and affairs of the Corporation. In furtherance of the purposes of the Corporation and subject to the limitations contained in the Articles of Incorporation, the President or any Vice President may sign and execute all bonds, notes, deeds, conveyances, franchises, assignments, mortgages, notes, contracts and other obligations in the name of the Corporation. Section 3 Vice Presidents A Vice President shall be a member of the Board and shall have such powers and duties as may be assigned to him or her by the Board or the President, including the performance of the duties of the President upon the death, absence, disability or resignation of the President, or upon the President's inability to perform the duties of his or her office. 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 be a member of the Board and shall have custody of all the funds and securities of the Corporation which come into his or her hands. When necessary or proper he or she may endorse, on behalf of the Corporation, for collection, checks, -~ ~ss2s.a 4 notes and other obligations and shall deposit the same to the credit of the Corporation in such bank • or banks or depositories as shall be designated in the manner prescribed by the Board; he or she may sign all receipts and vouchers for payments made to the Corporation, either alone or jointly with such other officer as is designated by the Board, whenever required by the Board, he or she shall render a statement of his or her case account; he or she shall enter or cause to be entered regularly in the books of the Corporation to be kept by him or her for that purpose full and accurate accounts of all moneys received and paid out on account of the Corporation, he or she shall perform all acts incident to the position of Treasurer subject to the control of the Board, and he or she shall, if required by the Board, give such bond for the faithful discharge of his or her duties in such form as the Board may require. Section S Secretary The Secretary shall be a member of the Board and shall keep the minutes of all meetings of the Board in books provided for that purpose; he or she shall attend to the giving and serving of all notices; in furtherance of the purposes of the Corporation and subject to the limitations contained in the Articles of Incorporation, he or she may sign with the President in the name of the Corporation and/or attest the signatures thereof, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation, he or she shall have charge of the Corporation's books, records, documents and instruments, except the books of account and financial records and securities of which the Treasurer shall have custody and charge, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to the inspection of any Director upon application at the office of the Corporation during business hours; and, he or she shall in general perform all duties incident to the office of Secretary subject to the control of the Board. • Section 6. Assistant Secretary. The Assistant Secretary need not be a member of the Board. The Assistant Secretary shall perform the duties of the Secretary upon the death, absence, disability or resignation of the Secretary or upon the Secretary's inability to perform the duties of his or her office. Any action taken by the Assistant Secretary in the performance of the duties of the Secretary shall be conclusive evidence of the absence or inability to act of the Secretary at the time such action was taken. Section 7 Compensation. Officers shall not receive any salary or compensation for their services as officers. Section 8 Of jzcer's Reliance on Consultant Information. In the discharge of a duty imposed or power conferred on an officer of the Corporation, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by a. one or more other officers or employees of the Corporation, including members of the Board, or b. legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. Section 9 Hearing Officer The Director of Fiscal Services or the Assistant Director of Fiscal Services shall serve as 'hearing officer" of the Corporation for the purpose of conducting any public • hearing required under the Internal Revenue Code of 1986 as a condition precedent to the issuance of tax-exempt bonds by the Corporation. ~ss2s.s 5 ARTICLE IV MISCELLANEOUS PROVISIONS Section 1 Fiscal Year The fiscal year of the Corporation shall be as determined by the Boazd. Section 2. Seal. The seal of the Corporation shall be such as from time to time maybe approved by the Board. Section 3 Notice and Waiver of Notice Whenever a~ notice whatever is required to be given under the provisions of these Bylaws, such 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. A waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Section 4 Resignations Any Director or officer may resign at any time. Such resignations shall be made in wasting 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 acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. • Section S Gender References herein to the masculine gender shall also refer to the feminine in all appropriate cases. Section 6 Appropriations and Grants The Corporation shall have the power to request and accept any appropriation, grant, contribution, donation, or other form of aid from the federal government, the State, any political subdivision, or municipality in the State, or from any other source. ARTICLE V INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1 Right to Indemnifccation. Subject to the limitations and conditions as provided in this Article V and the Articles of Incorporation, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, cnminal, administrative, arbitrative or investigative (hereinafter a 'proceeding"), or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director or officer of the Corporation or while a Director or officer of the Corporation is or was serving at the request of the Corporation as a director officer partner venturer proprietor trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemmfied by the Corporation to the fullest extent permitted by the Texas Non- ,~. 75625.3 6 Profit Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader .~ indemnification rights than said law permitted the Corporation to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys' fees) actually incurred by such person in connection with such proceeding, and indemmfication under this Article V shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder The rights granted pursuant to this Article V shall be deemed contract rights, and no amendment, modification or repeal of this Article V shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings ansing prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article V could involve indemnification for negligence or under theories of strict liability Section 2. Advance Payment. The right to indemnification conferred in this Article V shall include the right to be paid in advance or reimbursed by the Corporation the reasonable expenses incurred by a person of the type entitled to be indemnified under Section 1 who was, is or is threatened to be made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding and without any determination as to the person's ultimate entitlement to indemnification, provided, however that the payment of such expenses incurred by any such person in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of a written affirmation by such Director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article V and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article V or otherwise. Section 3 Indemni,~catron of Employees and Agents The Corporation, by adoption of a resolution of the Board, may indemnify and advance expenses to an employee or agent of the Corporation to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Directors and officers under this Article V and the Corporation may indemnify and advance expenses to persons who are not or were not Directors, officers, employees or agents of the Corporation but who are or were serving at the request of the Corporation as a Director officer partner venturer, proprietor trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person to the same extent that it may indemnify and advance expenses to Directors under this Article V Section 4 Appearance as a l~tness Notwithstanding any other provision of this Article V the Corporation may pay or reimburse expenses incurred by a Director or officer m connection with his or her appearance as a witness or other participation in a proceeding involving the Corporation or its business at a time when he or she is not a named defendant or respondent in the proceeding. Section S Non-exclusivity ofRights The availability of indemnification and the advance ment and payment of expenses conferred in this Article V shall not be exclusive of any other remedy which a Director or officer indemnified pursuant to Section 3 of this Article V may have or hereafter acquire under any law (common or statutory), provision of the Articles of Incorporation of the Corporation or these Bylaws, agreement, vote of shareholders or disinterested Directors or otherwise. 75625.3 7 Section 6 Insurance The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as a Director officer employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director officer partner venturer proprietor trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, lointventure, proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article V Section 7 Notification. Any indemnification of or advance of expenses to a Director or officer in accordance with this Article V shall be reported in writing to the members of the Board with or before the notice of the next regular meeting of the Board and, in any case, within the 12 month penod immediately following the date of the indemnification or advance. Section 8 Savings Clause If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indem- nify and hold harmless each Director officer or any other person indemnified pursuant to this Article V as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law ARTICLE VI PROVISIONS RELATING TO MINORITY CONTRACTING Section 1 Minority Contracts The Corporation shall attempt to stimulate the growth of disadvantaged businesses inside the City by encouraging the full participation of disadvantaged businesses located within the City in all phases of its procurement activities and affording those disadvantaged businesses a full and fair opportunity to compete for Corporation contracts. The Corporation shall establish one or more programs designed to increase participation by disad- vantaged businesses located within the Ciry in contract awards which will conform to City approved programs. Any program established by the Corporation shall provide that disadvantaged businesses certified by the City shall be the disadvantaged businesses certified for Corporation contracts. ARTICLE VII AMENDMENTS A proposal to alter amend, or repeal these Bylaws shall be made by the affirmative vote of a majority of the full Board at any annual or regular meeting, or at any special meeting if notice of the proposed amendment be contained in the notice of said special meeting. However any proposed change or amendment to the Bylaws must be approved by the City Council of the City to be effective. • 75625.3 1 • ~~P ~#~zte of `(~ex~z~ SECRETAR Y OF STATE CERTIFICATE OF INCORPORATION OF FW SPORTS AUTHORITY, INC CHARTER NUMBER 1356612-O1 ;f) ~llN 4 ~ Q4 The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles ~.~ of Incorporation for the above named corporation have been received in this office and are found to conform to law ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Incorporation. Issuance of this Certificate of Incorporation does not authorize the use of a corporate name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law Dated. May 31, 1995 Effective May 31, 1995 ~ O!~ Antonio D Garet, Jr Secretary of State lsv r/~, --. ARTICLES OF INCORPORATION ~e~rR ~~ Q®S ~~°~ tie ~~ Te xas of ~A ~ 3 ~ 1995 FW SPORTS AUTHORITY, INC ~~~~~~~Ti®~s sECTr~ N We the undersigned natural persons each of whom is at least eighteen (18) years of age or more and a resident and a qualified voter of the City of Fort Worth, Texas (the City) and a citizen of the State of Texas acting as incorporators of a corporation under the provisions of Section 4B of Article 5190 6 Vernon s Texas Civil Statutes (the Act) do hereby adopt the following Articles of Incorporation for such corporation. ARTICLE I The name of the corporation is FW SPORTS AUTHORITY INC ARTICLE II The Corporation is a public non-profit corporation. ARTICLE III The period of its duration is perpetual ARTICLE IV The Corporation is formed pursuant to the provisions Section 4B of the Act, which authorizes the Corporation to jointly assist and act on behalf of the City and to engage in activities in furtherance of the purposes for its creation. The Corporation is organized for the purpose of aiding assisting and acting on behalf of the City in the performance of its governmental functions to promote the common good and general welfare of the City and in undertaking and completing of projects as such term is defined in the Act, particularly but not by way of limitation, Section 4B of the Act, on behalf of the City The Corporation may do any and all lawful activities which may be necessary useful or desirable for the furtherance accomplishment, fostering or attaining of the foregoing purposes either directly or indirectly and either alone or in conjunction or cooperation with others whether such as corporations firms associations trusts institutions foundations or governmental bureaus departments or agencies The Corporation shall have and exercise all of the rights powers privileges authority and functions given by the general laws of Texas to non-profit corporations incorporated under 75627.3 the Act including without limitation, the Texas Non-Profit Corporation Act (currently cited as Article 1396 Sections 1 O1 through 11 O1 Vernon s Texas Civil Statutes) The Corporation shall have all other powers of a like or different nature not prohibited by law which are available to non-profit corporations in Texas and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, including the power to issue bonds notes or other obligations and otherwise exercise its borrowing power to accomplish the purposes for which it was created ARTICLE V The Corporation shall have no members and shall have no stock. ARTICLE VI All powers of the Corporation shall be vested in a Board consisting of seven (7) persons who shall be appointed by the City Council of the City Each initial Director (Director or Directors) named in Article VIII hereof shall serve for the term expiring on the date set forth in Article VIII Subsequent Directors shall be appointed by the City Council of the City Each subsequent Director shall serve for a term of two (2) years or until his or her successor is appointed by the City unless such Director has been appointed to fill an unexpired term in which case the term of the Director shall expire on the expiration date of the term of the Director who he or she was appointed to replace Any Director may be removed from office at any time with or without cause by the City Council The number of Directors may only be increased or decreased by an amendment to these Articles of Incorporation as hereafter authorized by the Act. To be qualified to serve as a Director a person must be a resident of the City and be at least 18 years old Unless otherwise permitted by the Act, no less than three (3) of the Directors shall be persons who are not employees officers or members of the governing body of the City All other matters pertaining to the internal affairs of the Corporation shall be governed by the Bylaws of the Corporation, so long as such Bylaws are not inconsistent with these Articles of Incorporation or the Constitution and laws of the State of Texas ARTICLE VII The street address of the initial registered office of the Corporation is 1000 Throckmorton Street, 3rd Floor Fort Worth, Texas 76102 which is within the city limits of the City and the name of its initial registered agent at such address is William W Wood, who is a resident of the City 75627.3 2 ARTICLE VIII • The number of Directors initially constituting the Board is seven (7) The names addresses and terms of office of the initial Directors each of whom resides within the City are NAME ADDRESS TERM Reginald Gates 3607 East Rosedale February 13 1996 Fort Worth, TX 76104 Ramon Guajardo 1000 Throckmorton February 13 1996 Fort Worth, TX 76102 Emett Murphy 301 Commerce February 13 1996 Fort Worth, TX 76102 Tom Higgins 1000 Throckmorton February 11 1997 Fort Worth, TX 76102 Jim Lane 1000 Throckmorton February 11 1997 Fort Worth, TX 76102 Marcella Olson 1000 Throckmorton February 11 1997 Fort Worth, TX 76102 Jim Schell 306 West 7th, Suite 901 February 11 1997 Fort Wort}, TX 76102 ARTICLE IX The names and street addresses of the incorporators each of whom resides within the City are NAME ADDRESS Robert E Terrell 1000 Throckmorton Street Fort Worth, Texas 76102 Thomas M Higgins 1000 Throckmorton Street Fort Worth, Texas 76102 Paul V Cam 1000 Throckmorton Street Fort Worth, Texas 76102 75627.3 3 ARTICLE X To the fullest extent permitted by Texas statutes as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits broader limitation than permitted prior to such amendment) a director of the Corporation shall not be liable to the Corporation for monetary damages for an act or omission in the director's capacity as a director Any repeal or amendment of this Article X by the directors of the Corporation shall be prospective only and shall not adversely offset any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or amendment. ARTICLE XI Regardless of any other provisions of these Articles of Incorporation or the laws of the State of Texas the Corporation shall not (1) permit any part of the net earnings of the Corpora tion to inure to the benefit of any private individual, (2) devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise or (3) participate in, or intervene in (in each case either directly or indirectly) political campaigns on behalf of or in opposition to any candidate for public office Any income earned by the Corporation after payment of reasonable expenses debt and establishing a reserve shall accrue to the City The City shall at all times have an unrestricted equal right to receive any income earned by the Corporation, exclusive of amounts needed to cover reasonable expenditures and reasonable reserves for future activities No part of the Corporation s income shall inure to the benefit of any private interests If the Board of Directors determines by resolution that the purposes for which the Corporation was formed have been substantially met and all bonds issued by and all obligations incurred by the Corporation have been fully paid the Board shall execute a certificate of dissolution which states those facts and declares the Corporation dissolved in accordance with the requirements of the Act, or with applicable law then in existence In the event of dissolution or liquidation of the Corporation, all assets will be turned over to the City ARTICLE XII If the Corporation is a private foundation within the meaning of Section 509(a) of the Code the Corporation. (a) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code (b) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code (c) shall not retain any excess business holdings as defined in Section 4943(c) of the Code (d) shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code and (e) shall not make any taxable expenditures as defined in Section 4945(d) of the Code 75627.3 4 ARTICLE XIII i Upon the dissolution of the Corporation, its assets after providing for the payment of all lawful indebtedness shall be distributed exclusively to the City ARTICLE XIV As used herein, references to the Code shall mean Internal Revenue Code of 1986 including the corresponding provisions of any subsequent federal tax laws ARTICLE XV On May 30 1995 the City Council of the City duly adopted a resolution approving the form of these Articles of Incorporation and approving the creation of the Corporation. IN WITNESS WHEREOF we have hereunto set our hands this 30th day of May 1995 ~r Robert E. Terrell Thomas M Higgins Paul V Cain 75627.3 5 THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority on this day personally appeared Robert E Terrell known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed GIVEN UNDER MY HAND AND SEAL OF OFFICE this the~~ day of May 1995 ~~~r ~o ER 6dotaey Pu611c * * STATE OF 'TEXAS ~4~~~Qy RRy Comm ERp. ®8/0/9? THE STATE OF TEXAS COUNTY OF TARRANT Notary blic in and for The State of Texas BEFORE ME, the undersigned authority on this day personally appeared Thomas M Higgins known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this thecy~(~ay of May 1995 My Commission Expires ,~ ;_~~'~`•;~ GLORIA PFARSON ~~~r-1~. NOTARY PU~UC Aim ~,,'~.~~~,} State of Texas ..... ~ Comm Exp 04-.02-98 otary Public m and for The State of Texas 75627.3 6 iN THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority on this day personally appeared Paul V Cain, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed GIVEN UNDER MY HAND AND SEAL OF OFFICE this the~'~d"ay of May 1995 My Commission Expires y-s''~ f~u~. :~ : ~~ '`„:~~ ~~~ CWRt~ RA. IQWP~SON [VOTARY d=U~LIC ~ ' ~r ` State ®f Texas ~~~~. . 75627.3 Cc-~~ ~~ Notary Public in and f The State of Texas 7