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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2021-09RESOLUTION NO, FWHFC-2021-09 FORT WORTH HOUSING FINANCE CORPORATION A RESOLUTION AMENDING THE BYLAWS OF THE FORT WORTH HOUSING FINANCE CORPORATION WHEREAS, the City Council of the City of Fort Worth ("City") approved the formation of the Fort Worth Housing Finance Corporation (the "Corporation") pursuant to Chapter 394, Texas Local Government Code, and the Corporation's Articles of Incorporation which were filed with the Texas Secretary of State on December 27, 1979 and were thereafter amended in 1982 and 1996; WHEREAS, the City Council approved the Corporation's Bylaws (the "Bylaws") which had been adopted by the Board of Directors (the "Board") at the Corporation's organizational meeting on January 22, 1980; WHEREAS, on June 3, 2008, the Board adopted Amended and Restated Bylaws for the Corporation; WHEREAS, on February 7, 2012, the Board further amended the Bylaws to change the quorum to 5 and increase spending authority for certain actions taken without Board approval to snatch City changes; WHEREAS, on September 26, 2017, the Board further amended the Bylaws to raise the amount of expenditure requiring prior Board approval from $50,000.00 to $100,000.00, raise the General Manager's spending authority for certain routine activities, change the election of officers to August of odd -numbered years, and clarify certain other provisions; WHEREAS, the Board has determined that the Bylaws should be further amended to correct gender references and provide additional administrative efficiency; WHEREAS, the Board has determined that it is in the best interest of the Corporation to adopt the attached 2021 amendments to the Amended and Restated Bylaws in order to increase administrative efficiency for the Corporation. NOW THEREFORE, BE RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: 1. THAT the attached 2021 amendments to the Amended and Restated Bylaws as presented to the Board are hereby approved and adopted subject to approval by the City Council of the City of Fort Worth. 2. THAT the amendments herein approved shall be submitted to the Fort Worth City Council for approval. 3. THAT this Resolution shall take effect from the date of its adoption and the Amended and Restated Bylaws, as amended by this Resolution, shall be the Bylaws of the Corporation from and after the date of their approval by the City Council of the City of Fort Worth. AND IT IS SO RESOLVED. Adopted September 14, 2021. FORT WORTH HOUSING FINANCE CORPORATION By. Carlos ..lE. Flores .... Carlos Flores, President EXHIBIT "A" 2021 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, and September 26, 2017 The following sections of the Bylaws of the Fort Worth Housing Finance Corporation shall be amended to be and read as follows: Section 2.06. Waiver of Notice is amended such that the last sentence now reads "A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice." Section 2.08. Quorum is amended such that the first sentence now reads "A majority of the duly appointed and qualified Directors shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation." Section 4.01.(a) is amended such that the last sentence now reads "Officers shall be elected or appointed in each odd numbered year prior to October I`." Section 4.03. President is amended such that the section now reads "The President shall be the chief executive officer of the Corporation and, subject to the Board of Directors, shall be in general charge of the properties and affairs of the Corporation; shall preside at all meetings of the Board of Directors; shall be an ex-officio member of all standing committees; in furtherance of the purposes of the Corporation, he or she 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 4.04. Vice President is amended such that the section now reads "The Vice President shall have such powers and duties as may be assigned to him or her by the Board of Directors and shall exercise the powers of the President during that officer's absence or inability to act. 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 4.07.(a)(8) is amended such that the section now reads "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 of 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 ($25,000.00) for each parcel without the approval of the Board." Section 4.08. Compensation is amended such that the section now reads "Officers as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. The General Manager, Assistant General Manager, Treasurer and any Assistant Secretary or Assistant Treasurer shall not receive any salary from Corporation for their performance of their duties." Section 8.01.(b) is amended such that the section now reads " Chapter 2, Article VII, Division 1 of City of Fort Worth City Code, Titled Code of Ethics, as such may be amended from time to time by the City, is hereby adopted and incorporated by reference in these Bylaws for the following purposes: (a) to encourage high ethical standards in official conduct by Directors and corporate officers; and (b) to establish guidelines for such ethical standards of conduct." The following sections have minor changes to address grammar or syntax: • 4.06. Treasurer; • 5.02. Execution of Financial Instruments.; • 6.01. Seal.; • 7.06.Insurance.; Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 AMENDED AND RESTATED BYLAWS OF FORT WORTH HOUSING FINANCE CORPORATION PREAMBLE These Bylaws are subject to, and governed by, Chapter 394, Texas Local Government Code ("Chapter 394") and the Texas Business Organizations Code ("TBOC" and together with Chapter 394, referred to collectively as the "Act") and the Articles of Incorporation of the Corporation. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Act or the provisions of the Articles of Incorporation of the Corporation, such provisions of the Act or the Articles of Incorporation of the Corporation, as the case may be, will be controlling. ARTICLE I �Ila�[K�7�1�7:7_�III[�7,1 Section 1.01. Purposes. Fort Worth Housing Finance Corporation (the "Corporation") shall have and possess the broadest possible powers granted by the Act to accomplish the purposes for which the Corporation is organized including the power to issue bonds to defray, in whole or in part, (a) the development costs of a residential development, as defined in the Act (b) the costs of purchasing or funding the making of home mortgages, either on a first come first served basis or by selling lender commitments, including all costs related thereto and (c) any other costs associated with the provision of decent, safe, and sanitary housing and non -housing facilities that are an integral part of or are functionally related to an affordable housing project. The Corporation is a duly constituted authority and a public instrumentality of the City of Fort Worth, Texas (the "City") within the meaning of the regulations of the United States Treasury Department and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1986 (26 U.S.C. §103), as amended, and the Corporation is authorized, and has as an additional specific purpose for its organization and operation, to act on behalf of the City as provided in the Articles of Incorporation. However, no agreements, bonds, debts or obligations of the Corporation are or shall ever be deemed to be the agreements, bonds, debts or obligations, or the lending of credit, or a grant of public money or thing of value, of or by the City, or any other political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. Section 1.02. Principal Office. The principal office of the Corporation shall be located at 200 Texas Street, Fort Worth, Texas 76102. 1 Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 ARTICLE II BOARD OF DIRECTORS Section 2.01. Powers Number and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a board of directors (the "Board") which shall be composed of nine (9) persons, or such other number of persons as the City Council of the City from time to time shall determine, appointed by, and whose terms of office shall be fixed by, the City Council of the City. Subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws, the Board of Directors shall exercise all of the powers of the Corporation. (b) Directors shall serve for two (2) years or until his or her successor is appointed by the City Council of the City and has qualified. Notwithstanding the foregoing, if any Director at any time shall also be a member of the Governing Body of the City, then the term of such Director shall never exceed the period for which such Director is a member of the City Council of the City. Section 2.02. Removal; Resignations; Vacancies. (a) Any director may be removed from office by the City Council of the City with or without cause. (b) Any director may resign at any time. Such resignations shall be made in writing 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. (c) Vacancies in the Board of Directors, including vacancies to be filled as the result of an increase in the number of directors, shall be filled for the unexpired term by the City Council of the City. Section 2.03. Meetings of Directors. (a) The Directors may hold their meetings at such place or places in the State of Texas, as determined by the Board. (b) The Board of Directors shall have regular quarterly meetings but may meet more often as required by the Board. Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 Section 2.04. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated, from time to time, without necessity of notice except as provided in Section 2.07(a) of these Bylaws. Section 2.05. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, by three or more of the directors or upon advice of or request by the City Council of the City. Such call shall be in writing and shall state the object of the meeting, and no other business shall be transacted other than that specified in the call, in accordance with state law. 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 meeting. Notice of special meetings shall be given as provided in Section 2.07(a) of these Bylaws. Section 2.06. Waiver of Notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 2.07. Public Notice of Meetings, Open Meetings. (a) Written notice of the date, hour, place and subject of each meeting of the Board of Directors shall be posted before each meeting at such times and in such places as prescribed by applicable law, including, without limitation, the Open Meetings Act, Chapter 551, Tex. Government Code, as amended. (b) Every meeting of the Board of Directors shall be open to the public, except as otherwise permitted by the Open Meetings Act, Chapter 551, Tex. Government Code, as amended. Section 2.08. Quorum. A majority of the duly appointed and qualified Directors shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law, the Corporation's Articles of Incorporation or these Bylaws. Section 2.09. Compensation of Directors. Directors as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. 3 Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 ARTICLE III COMMITTEES Section 3.01. Committees. The Board of Directors, by resolution passed by a majority of the Directors in office, may establish one or more committees, each committee to consist of three (3) or more Directors of the Corporation. Each such committee shall have such name and such powers as from time to time may be determined by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for the purpose in the office of the Corporation, and shall report the same to the Board of Directors from time to time. ARTICLE IV OFFICERS, MANAGERS AND ADMINSTRATOR 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 each odd numbered year prior to October 1 Sc (b) The General Manager of the Corporation shall be appointed by the Board of Directors and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors, including those set forth in Section 4.07 of these Bylaws. The General Manager shall be removable, with or without cause, at any time by the Board of Directors. The General Manager shall not be an officer of the Board. (c) The General Manager may appoint an Assistant General Manager who shall perform such duties as may be assigned by the General Manager. The Assistant General Manager shall be removable, with or without cause, at any time by the General Manager. The Assistant General Manager shall not be an officer of the Board (d) The General Manager may appoint an Administrator who shall perform such duties as may be assigned by the General Manager or the Assistant General Manager and shall report to the General Manager or the Assistant General Manager, as applicable. The Administrator shall be removable, with or without cause, at any time by the General Manager and shall not be an officer of the Board. .19 Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 Section 4.02. Removal; Resignations; Vacancies. (a) All officers shall be subject to removal from office, with or without cause, at any time by a vote of a majority of all of the Directors. (b) Any officer, manager, agent or administrator may resign at any time. Such resignation shall be made in writing 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. (c) A vacancy in the office of any officer or General Manager shall be filled by a vote of a majority of all of the Directors. Any vacancy in the office of the Assistant General Manager or Administrator shall be filled by the General Manager. Section 4.03. President. The President shall be the chief executive officer of the Corporation and, subject to the Board of Directors, shall be in general charge of the properties and affairs of the Corporation; shall preside at all meetings of the Board of Directors; shall be an ex-officio member of all standing committees; in furtherance of the purposes of the Corporation, he or she 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 4.04. Vice President. The Vice President shall have such powers and duties as may be assigned to him or her by the Board of Directors and shall exercise the powers of the President during that officer's absence or inability to act. 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 4.05. Secretary. (a) The Secretary shall keep the minutes of all meetings of the Board of Directors 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 this Corporation, he or she may sign with the President in the name of the Corporation; and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation, except where required or permitted by law to be otherwise signed and executed and 5 Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation; he or she shall have charge of all corporate books and records, other than those over which the Treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection upon application at the office of 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 of Directors. (b) The Board of Directors may appoint one or more persons to serve as an Assistant Secretary, which person may, but need not, be a Director. The Assistant Secretary may perform any duty required of or granted to the Secretary in these Bylaws and/or in any resolution or order approved by the Board. Section 4.06. Treasurer. (a) 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, who may, but need not, be a Director, shall have custody of the funds and securities of the Corporation that come into his or her hands. When necessary or proper, he or she may endorse, on behalf of the Corporation, for collection, checks, 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 of Directors; he or she may sign all receipts and vouchers for payment made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors; whenever required by the Board of Directors, he or she shall render a statement of all transactions performed as Treasurer of the financial condition of the Corporation; he or she shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose full and accurate accounts of all monies 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 of Directors; he or she shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require. (b) The Board of Directors may appoint one or more persons to serve as an Assistant Treasurer. Such Assistant Treasurer need not be a Director or officer of the Board. The Assistant Treasurer may perform any duty granted to the Treasurer in these Bylaws and/or in any resolution or order approved by the Board. Section 4.07. General Manager. (a) The powers and duties of the General Manager shall include the following: on Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 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. (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 of 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 ($25,000.00) 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. 7 Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 Section 4.08. Compensation. Officers as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. The General Manager, Assistant General Manager, Treasurer and any Assistant Secretary or Assistant Treasurer shall not receive any salary from Corporation for their performance of their duties. Section 4.09. Facsimile Signatures. 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, a public corporation and unit of government of the State of Texas. ARTICLE V FISCAL PROVISIONS Section 5.01. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. Section 5.02. Execution of Financial Instruments. All checks, demands for money, withdrawals of money, notes, time and demand deposits and certificates of deposit shall be signed by such officer or officers of the Corporation or such other person or persons as the Board of Directors from time to time may designate by resolution or other action of the Board of Directors or as may be designated in any financing documents relating to the issuance of bonds or other obligations of the Corporation, provided that in the case of checks or wire transfers: (i) under Twenty -Five Thousand Dollars ($25,000.00) at least two (2) of the authorized signatories shall be the Administrator or designee and the Treasurer, Assistant Treasurer or designee; and (ii) Twenty -Five Thousand Dollars ($25,000.00) and over, at least two (2) of the authorized signatories shall be the Treasurer or Assistant Treasurer or their designee and the General Manager or Assistant General Manager Section 5.03. Books and Records, Approval of Programs and Financial Statements. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and any committees of the Board. All books and records of the Corporation shall be kept at the principal office of the Corporation where they shall be available to the public in accordance with the applicable provisions of the Open Records Act, Tex. Gov't Code Ann. ch. 552. The City shall be entitled to approve all programs and expenditures of the Corporation and annually review any financial statements of the Corporation. Section 5.04. Nonprofit Corporation. The Corporation is a nonprofit corporation, and no dividends shall ever be paid by the Corporation and no part of its net earnings remaining after Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 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, then any net earnings of the Corporation thereafter accruing shall be paid to the City. No part of the Corporation's activities shall be carrying on propaganda or otherwise attempting to influence legislation or referendums, 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. ARTICLE VI SEAL Section 6.01. Seal. The Corporation seal shall be circular and shall inscribed in the outer circle "Fort Worth Housing Finance Corporation" and 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. ARTICLE VII INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 7.01. Right to Indemnification. Subject to the limitations and conditions as provided in this Article VII and the Articles of Incorporation, each person who was or is made a party or is threatened to be made a parry to or is involved in any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, 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 for whom he or she is the legal representative, is or was a Director or officer of the Corporation or the General Manager, Assistant General Manager or Administrator of the Corporation or while serving in such capacity 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 indemnified by the Corporation to the fullest extent permitted by the Texas Nonprofit 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 E Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 proceeding, and indemnification under this Article VII 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 VII shall be deemed contract rights, and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to action taken or proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of strict liability. Section 7.02. Advance Payment. The right to indemnification conferred in this Article VII 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 7.01 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 VII 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 VII or otherwise. Section 7.03. Indemnification 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 VII; 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, venture 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 a such a person to the same extent that it may indemnify and advance expenses the persons described in Section 7.01 hereof. Section 7.04. Appearance as a Witness. Notwithstanding any other provision of this Article VII, the Corporation may pay or reimburse expenses incurred by a Director or officer in 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 7.05. Non -exclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article VII shall not be exclusive of any 10 Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 other right which a Director or officer or other person indemnified pursuant to Section 7.01 or 7.03 of this Article VII 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 disinterested Directors or otherwise. Section 7.06. 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, joint venture, proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or loss, whether the Corporation would have the power to indemnify such person against such expense, liability, or loss under this Article VII. Section 7.07. Notification. Any indemnification of or advance of expenses to a Director or officer in accordance with this Article VII 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 period immediately following the date of the indemnification or advance. Section 7.08. Savings Clause. If this Article VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each Director, officer or any other person indemnified pursuant to this Article VII as to costs, charges and expenses (including attorneys' fees), judgments, fines and in 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 VII that shall not have been invalidated and to the fullest extent permitted by applicable law. ARTICLE VIII CODE OF ETHICS Section 8.01. Policv and Purposes. (a) It is the policy of the Corporation that Directors and officers conduct themselves in a manner consistent with sound business and ethical practices; that the public interest always be considered in conducting corporate business; that the appearance of impropriety be avoided to ensure and maintain public confidence in the Corporation; and that no officer, employee or member of the board, should have any interest, financial or otherwise, direct or indirect, or engage in any business, transaction or professional activity or incur any obligation of any nature which is in conflict with the proper discharge of his duties and are not to use their position for personal gain; and that the Board establish policies to control and manage the affairs of the Corporation fairly, impartially, and without discrimination. 11 Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 b) Chapter 2, Article VII, Division 1 of City of Fort Worth City Code, Titled Code of Ethics, as such may be amended from time to time by the City, is hereby adopted and incorporated by reference in these Bylaws for the following purposes: (a) to encourage high ethical standards in official conduct by Directors and corporate officers; and (b) to establish guidelines for such ethical standards of conduct. ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. 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. Any proposed change or amendment to the Bylaws, however, must be approved by the City Council of the City to be effective. Section 9.02. Gender; Number. Whenever the masculine, feminine or neuter gender is used inappropriately in these Bylaws, these Bylaws shall be read as if the appropriate gender was used, and, unless the context otherwise requires, the singular shall include the plural, and vice versa. 12 Adopted 6.03.08 Amended 2.07.12 Amended 09.26.17 Amended 09.14.21 SECRETARY'S CERTIFICATE This is to certify that the foregoing Amended and Restated Bylaws of Fort Worth Housing Finance Corporation, adopted on June 3, 2008 and amended on February 7, 2012, and September 26, 2017, were duly amended by resolution of the Board of Directors at a meeting of the Board of Directors held on September 14, 2021, and the amendments were approved by the City Council of the City of Fort Worth on op-,.-k A , 2021. In witness whereof, the undersigned, the duly elected and acting Secretary of the Corporation, has signed this Secretary's Certificate. Gyna q Bivens, Secretary Date: "I / I Q 1 ) Q 13