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HomeMy WebLinkAbout2017/08/17-Agenda-AllianceAirport Authority (AAA) ALLIANCEAIRPORT AUTHORITY,INC. TUESDAY,AUGUST 15,2017 Immediately Following the Conclusion of Meetings of Fort Worth Local Development Corporation and Central City Local Government Corporation (Scheduled to Begin at 2:00 P.M) City Council Conference Room, City Hall,Room 290 200 Texas Street Fort Worth, Texas 76102 Board of Directors Jungus Jordan, President Kelly Allen Gray, Director Dennis Shingleton,Vice President Brian Byrd, Director Gyna M. Bivens, Director Cary Moon, Director Ann Zadeh, Director Betsy Price, Director Carlos Flores, Director City Staff Staff Liaison: Jesus Chapa,Assistant City Manager Aaron Bovos, Treasurer Mary Kayser, Secretary Peter Vaky, Deputy City Attorney L CALL TO ORDER II. ACTION ITEMS A. Approval of June 20, 2017 meeting minutes B. Discussion and Consideration of a Resolution Authorizing Amendments to the Bylaws of the AllianceAirport Authority, Inc.—Ossana Hermosillo, Business Development Manager C. Discussion and Consideration of a Resolution Authorizing Execution of an Agreement with Weaver and Tidwell, LLP for the 2017 Outside Audit of the AllianceAirport Authority, Inc.'s Financial Accounts.—Ossana Hermosillo IILWRITTEN REPORTS A. None IV.EXECUTIVE SESSION The Board of Directors of AllianceAirport Authority, Inc. will conduct a closed meeting to: A. Seek the advice of its attorneys about any matter regarding the following in which the duty of the attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the Texas Open Meetings Act [Tex. Govt. Code §551.071]: (i) legal issues related to any current agenda items B. Discuss the purchase, sale, lease or value of real property, as authorized by Section 551.072 of the Texas Government Code. Deliberation in an open meeting would have a detrimental effect on the position of the Corporation in negotiations with a third party; and C. Discuss or deliberate negotiations relating to any economic development negotiations, as authorized by Section 551.087 of the Texas Government Code. V. FUTURE AGENDA ITEMS A. Request for Future Agenda Items VL ADJOURN ASSISTANCE AT THE PUBLIC MEETING The Fort Worth City Hall and City Council Conference Room are wheelchair accessible. Persons with disabilities who plan to attend this meeting and who may need accommodations,auxiliary aids,or services such as interpreters,readers,or large print are requested to contact the CITY OF FORT WORTH,TEXAS CITY COUNCIL ALLIANCEAIRPORT AUTHORITY,INC. JUNE 20,2017 Present: Vice President Salvador Espino Director Betsy Price Director Brian Byrd Director Dennis Shingleton Director Ann Zadeh Absent: President Jungus Jordan Director Cary Moon Director Gyna Bivens Director Kelly Allen Gray City Staff: Peter Vaky, Deputy City Attorney Jay Chapa,Assistant City Manager Mary Kayser, City Secretary L Call to Order With a quorum of the directors present, Vice President Espino called the meeting to order for the Board of Directors of the AllianceAirport Authority, Inc., at 2:10 p.m. on Tuesday, June 20, 2017, in the City Council Conference Room, Room 290 of the Fort Worth Municipal Building, 200 Texas Street, Fort Worth, Texas. II. Action Items A. Approval of September 20, 2016,meeting minutes Motion was made by Director Price and seconded by Director Shingleton to approve the minutes of the September 20, 2016, AllianceAirport Authority, Inc., meeting. Motion carried unanimously 5-0. (President Jordan and Directors Moon, Bivens and Allen Gray absent.) B. Election of Officers Motion was made by Director Shingleton and seconded by Director Price, to elect Jungus Jordan as President, Dennis Shingleton as Vice President, the City Secretary as Secretary, and the Chief Financial officer as Treasurer. The motion carried 5-0. (President Jordan and Directors Moon, Bivens and Allen Gray absent.) CITY OF FORT WORTH,TEXAS ALLIANCEAIRPORT AUTHORITY,INC. JUNE 20,2017 Page 2 of 3 C. Discussion and Consideration of a Resolution Authorizing Robert Sturns as an Authorized Signatory Agent of the AllianceAirport Authority, Inc. There was no discussion on this item. Motion was made by Director Shingleton and seconded by Director Price to approve Resolution No. AAA-2017-01, Authorizing Robert Sturns as an Authorized Signatory Agent of the AllianceAirport Authority, Inc. The motion carried 5-0. (President Jordan and Directors Moon, Bivens and Allen Gray absent.) III. Written Reports A. Fiscal Year 2016 Audit Report Results from Weaver and Tidwell, LLP. The letter of audit accepted and placed in file. IV. Executive Session Vice President Espino stated that had been advised that an Executive Session was not necessary on the following items: A. Seek the advice of its attorneys about any matter regarding the following in which the duty of the attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the Texas Open Meetings Act (Tex. Govt. Code Section 551.071): (i) legal issues related to any current agenda items; B. Discuss the purchase, sale, lease or value of real property, as authorized by Section 551.072 of the Texas Government Code. Deliberation in an open meeting would have a detrimental effect on the position of the Corporation in negotiations with a third party; and C. Discuss or deliberate negotiations relating to any economic development negotiations, as authorized by Section 551.087 of the Texas Government Code. V. Request for Future Agenda Items There were no requests for future agenda items. VI. Adjourn With no further business before the Corporation Board, Vice President Espino adjourned the meeting of the AllianceAirport Authority, Inc., at 2:12 p.m. on Tuesday, June 20, 2017. These minutes approved by the AllianceAirport Authority, Inc., on the day of , 201X. CITY OF FORT WORTH,TEXAS ALLIANCEAIRPORT AUTHORITY,INC. JUNE 20,2017 Page 3 of 3 APPROVED: Jungus Jordan, President Minutes Prepared by and Attest: Mary J. Kayser, TRMC/MMC Secretary to the Corporation Board ALLIANCEAIRPORT AUTHORITY, INC. BYLAWS ARTICLE I OFFICES SECTION 1.01. The principal office of AllianceAirport Authority, Inc. (the "Corporation") shall be at the City Hall of the City of Fort Worth,Texas(the "City"). ARTICLE II DIRECTORS SECTION 2.01. The affairs of the Corporation shall be managed by a board of directors (the 'Board") which shall be composed in its entirety of persons appointed by, and whose terms of office shall be fixed by,the governing body of the City. The number of persons which shall compose the Board shall equal the number of persons which shall compose the governing body of the City. SECTION 2.02. Vacancies in the Board, including vacancies to be filled by reason of an increase in the number of directors, shall be filled for the unexpired term by the appointment of successor directors by the governing body of the City. SECTION 2.03. The property and business of the Corporation shall be managed by the Board which may exercise all powers of the Corporation and do all lawful acts. SECTION 2.04. The Board shall meet at least once per calendar year and at such other times as at least three directors may request. All meetings shall be posted and conducted in accordance with the Texas Open Meetings Act, Chapter 551,Texas Government Code. SECTION 2.05. Regtilaf meetings, father-than t4e aaaua4 meeting, may be held without ne6ee at sueh [Intentionally left blank]. SECTION 2.06. dir-eekws-.LbiLentionally left blank]. SECTION 2.07.At all meetings of the Board the presence of a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board,except as may be otherwise specifically provided by these Bylaws. If a quorum shall not be present at any meeting of the 1 directors,the directors present thereat may recess the meeting from time to time,without notice other than announcement at the meeting,until a quorum shall be present. SECTION 2.08. afe at 4*he meeting-[Intentionally left blank]. SECTION 2.09. Any action required by the Development Corporation Act of 1979, as amended, to be taken at a meeting of the Board or any action which may be taken at a meeting of the Board may be taken without a meeting, to the extent permitted by law, if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Secretary of State under the Development Corporation Act of 1979,as amended. SECTION 2.10. All meetings of the Board shall be held within the State of Texas. COMMITTEES OF DIRECTORS SECTION 2.11. The Board may, by resolution or resolutions adopted by a majority of the whole Board, establish one or more committees, each committee to consist of two or more of the directors of the Corporation. Such committee or committees shall have such name or names,and such powers, as may be determined from time to time by resolution adopted by the Board of Directors. SECTION 2.12. The committees shall keep minutes of their proceedings and report the same Board when required. SECTION 2.13. Directors, as such, shall receive no compensation for services rendered as directors,but shall be reimbursed for all reasonable expenses incurred in performing their duties as directors. ARTICLE III NOTICES SECTION 3.01. Whenever under the provisions of these statutes or these Bylaws,notice is required to be given to any director, it shall not be construed to be given to notice but such notice may be given in writing, by mail, addressed to such director at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed SECTION 3.02. Whenever any notice is required to be given under the provisions of the statutes or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE IV OFFICERS SECTION 4.01. The officers of the corporation shall be chosen by the Board. The Board shall choose from its members a President and a Vice President. The Board shall also choose a Secretary and a Treasurer who may or may not be members of the Board.Any two or more offices may be held by the same person,except the offices of President and Secretary. 2 SECTION 4.02. The Board shall choose such officers at its first meeting and at each annual meeting thereafter in even number years. SECTION 4.03. The officers of the Corporation chosen pursuant to Section 4.02 shall serve until the second annual meeting of the Board thereafter or until their successors are chosen and qualify in their stead. SECTION 4.04. The Board may appoint such other officers and agents, including an executive director and an assistant secretary, as it shall deem necessary,who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. SECTION 4.05. Any officer elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the whole Board. If the office of any officer becomes vacant for any reason,the vacancy shall be filled by the Board. The President SECTION 4.06. The President shall preside at all meetings of the directors. SECTION 4.07. The President shall be ex-officio, a member of all standing committees, shall have general super vision of the management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. SECTION 4.08. The President shall execute bonds,mortgages and other contracts requiring a seal,under the seal 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. Vice President SECTION 4.09. The Vice President shall,in the absence or disability of the President,perform the duties and exercise the powers of the President,and shall perform such,other duties as the Board shall prescribe. The Secretary SECTION 4.10. The Secretary shall attend all sessions of the Board and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required.He shall give, or cause to be given,notice of all special meetings of the Board and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board,affix the same to any instrument requiring it,and,when so affixed,it shall be attested by his signature. And when the corporate seal is required as to instruments executed in the course of ordinary business he shall attest to the signature of the President or Vice President and shall affix the seal thereto. The Treasurer SECTION 4.11. To the extent not otherwise provided by the Board,by rules or regulations,in resolutions relating to the issuance of bonds, or in any financing documents relating to such issuance,the Treasurer 3 shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in a depository as shall be designated by the Board. He shall disburse the funds of the Corporation as may be ordered by the Board,taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. SECTION 4.12. The Board may require the President,Vice President,the Secretary, and the Treasurer to give the Corporation bonds in such sums and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of their office and for the restoration to the Corporation, in case of his death,resignation,retirement or removal from office, of all books,papers,vouchers,money and other property of what-ever kind in his possession or under his control belonging to the Corporation. SECTION 4.13. The provisions of the Texas Uniform Facsimile Signature of Public Officials Act shall be applicable to the Corporation, which is a duly constituted instrumentality of the City of Fort Worth, Texas,a political subdivision of the State of Texas. ARTICLE V FISCAL PROVISIONS SECTION 5.01. No dividends shall ever be paid by the Corporation to, and no part of its net earnings remaining after payment of its expenses shall be distributed to or inure to the benefit of, its directors or officers or any individual, firm, corporation, or association, except that in the event the board of directors shall determine that sufficient provision has been made for the full payment of the expenses, bonds, and other obligations of the Corporation's activities shall be carrying on propaganda,or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. SECTION 5.02. The Board shall have prepared for each annual meeting a full and clear statement of the business and condition of the Corporation. Checks SECTION 5.03. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate,provided that in no event shall a check be negotiable until it is signed by at least one officer. Fiscal Year SECTION 5.04.The fiscal year shall be determined by resolution of the Board. ARTICLE VI SEAL SECTION 6.01. The corporate seal shall be circular and shall have inscribed in the outer circle "AllianceAirport Authority, Inc." shall have inscribed in the inner circle the letters "T-E-X-A-S" and a five pointed star. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The imprint of this seal thus authorized is affixed opposite to this section. 4 ARTICLE VII AMENDMENTS SECTION 7.01. These Bylaws may be altered, changed, or amended at any meeting of the Board at which a quorum is present, provided notice of the proposed alteration, change, or amendment be contained in the notice of such meeting, by the affirmative vote of a majority of the directors at such meeting and present thereat. ARTICLE VIII MISCELLANEOUS SECTION 8.01. The Board may appoint one or more persons to act as a "hearing officer" for purposes of conducting any public hearings which may be required to be held under the Internal Revenue Code of 1986, and any amendment thereto (the "Code"), as a condition to the issuance of the tax-exempt obligations under the Code. ADOPTED AND APPROVED the day of4tt, �August,2017. President 5 RESOLUTION NO. ALLIANCEAIRPORT AUTHORITY, INC. RESOLUTION OF THE BOARD OF DIRECTORS Authorizing Execution ofAmendments to the Bylaws of the AllianceAirport Authority,Inc. WHEREAS, A1lianceAirport Authority, Inc. (the "Corporation") is an industrial development corporation created in 1989 to benefit the City of Fort Worth ("City"), to promote and develop new and expanded business enterprises in the City, to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979,as amended; and WHEREAS,Article VII, Section 7.01 of the Bylaws of the Corporation authorize the Board of Directors (the`Board") to amend the Bylaws; and WHEREAS, the Board wishes to amend the Bylaws to revise the date and time that the Board's annual meeting must be held; to simplify the process for calling meetings of the Board; and to clarify that Board meetings must be conducted in accordance with the Texas Open Meetings Act. NOW, THEREFORE, BE IT RESOLVED the Board of Directors hereby amends the Bylaws as specified in Exhibit"A"hereto; FURTHER RESOLVED,that this Resolution shall take effect immediately upon its adoption; and FURTHER RESOLVED,that the Secretary or any Assistant Secretary of the Authority is hereby authorized and directed to certify the adoption of this Resolution. Adopted this 15th day of August 2017. ATTEST: By: Mary Kayser, Corporate Secretary RESOLUTION NO. ALLIANCEAIRPORT AUTHORITY, INC. RESOLUTION OF THE BOARD OF DIRECTORS Authorizing Execution of Agreement with Weaver and Tidwell, LLP for Independent Auditing Services Related to the Corporation's Financial Accounts at a Cost Not to Exceed$12,400.00 WHEREAS, AllianceAirport Authority, Inc. (the "Corporation") is an industrial development corporation created in 1989 to benefit the City of Fort Worth ("City"), to promote and develop new and expanded business enterprises in the City, to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979,as amended; and WHEREAS, the Corporation and its assets are deemed to be component units of the City; and WHEREAS, The Corporation and the City wish for an independent auditor to audit the Corporations' financial accounts; WHEREAS, members of the Board of Directors wish to allow for the expenditure of up to $12,400.00 to pay for outside audit of the Corporation's financial accounts by Weaver& Tidwell, LLP or an affiliate and authorize the execution of any related agreements. NOW, THEREFORE, BE IT RESOLVED by the Corporation's Board of Directors that: 1. The Board of Directors hereby authorizes President of the Corporation to execute on behalf of the Corporation an agreement with Weaver and Tidwell, LLP for independent auditing services related to the Corporation's financial accounts and any related agreements or other contracts necessary to secure such outside auditing services, all at a cost not to exceed $12,400.00; and 2. The Corporation's Secretary is authorized and directed to certify adoption of this Resolution. Adopted this 151h day of August 2017. ATTEST: By: Mary Kayser, Corporate Secretary