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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2017-08RESOLUTION NO. FWHFC-2017-08 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, and amended the Bylaws again on February 7, 2012 to change the quorum to 5 and increase spending authority for certain actions taken without Board approval to match City changes; WHEREAS, the Board has determined that the Bylaws should be amended by raising the amount of expenditure requiring prior Board approval from $50,000.00 to $100,000.00, raising the General Manager's spending authority for certain routine activities, changing the election of officers to August of odd -numbered years, and clarifying certain other provisions; WHEREAS, the Board has determined that it is in the best interest of the Corporation to adopt the attached 2017 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 2017 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. RESOLUTION NO. FWHFC-2017-08 PAGE 2 2. 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 26, 2017. FOl By: ATION RESOLUTION NO. FWHFC-2017-08 PAGE 3 - EXHIBIT "A" EXHIBIT "A" 2017 Amendments to the Bylaws of the Fort Worth Housing Finance Corporation, as Amended and Restated on June 3, 2008 and Amended on February 7, 2012 The following sections of the Bylaws of the Fort Worth Housing Finance Corporation shall be amended to be and read as follows: "Section 1.02. Principal Office. The principal office of the Corporation shall be located at 1000 Throckmorton Street, Fort Worth, Texas 76102. "Section 4.01. Titles and Term of Office. (a) The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer; and such other officers as the Board of Directors from time to time may elect or appoint. One person may hold more than one office, except that the President shall not hold the office of Secretary. Officers shall be elected or appointed in August of each odd numbered year for terms of office which shall not exceed two (2) years. "Section 4.03. President. The President shall be the chief executive officer of the Corporation and, subject to the Board of Directors, he shall be in general charge of the properties and affairs of the Corporation; he shall preside at all meetings of the Board of Directors; he shall be an ex-officio member of all standing committees; in furtherance of the purposes of the Corporation, he may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation; and, provided further, that any agreement or instrument involving any expenditure over One Hundred Thousand Dollars ($100,000.00) of Corporation funds shall require the prior approval of the Board of Directors. "Section 4.07. General Manager. (a) The powers and duties of the General Manager shall include the following: (1) In cooperation with the Corporation's attorney, to see that all actions of the Board are in compliance with the laws, ordinances, orders and resolutions in effect. RESOLUTION NO. FWHFC-2017-08 PAGE 4 - EXHIBIT "A" (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 Fifty Thousand Dollars ($50,000.00) earnest money with a Title Company or Independent Escrow agent on any land purchase agreement, or (ii) purchase property for up to Twenty Five Thousand ($25,000) for each parcel without the approval of the Board. (9) To act as budget supervisor with the Treasurer and as such prepare and submit to the Board the annual budget. (b) Notwithstanding the provisions in Section 4.07(a) above, the Board may authorize the General Manager to execute all necessary documents to meet project objectives as contained in Resolutions.