Loading...
HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2012-03RESOLUTION NO. FWHFC-2012-03 FORT WORTH HOUSING FINANCE CORPORATION A RESOLUTION AMENDING THE BYLAWS OF THE FORT WORTH HOUSING FINANCE CORPORATION TO CHANGE THE NUMBER OF DIRECTORS REQUIRED FOR A QUORUM AND INCREASE SPENDING AUTHORITY WHEREAS, the City Council of the City of Foi�t Worth ("City") approved the foi-�nation of the Fort Worth Housing Finance Corpoi•ation (the "Corporation") pursuant to Chapter 394, Texas Local Government Code aud the Corporation's Ai-ticles of Incotporation 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 wl�ich had been adopted by the Board of Directors (the `Board") at the Coi-poration's organizational ineeting on January 22, 1980; WHEREAS, on June 3, 2008, the Board adopted Ainended and Restated Bylaws (the `Bylaws") for the Corporation; WHEREAS, the Board has determined that the Bylaws should be amended by lowering the number of Directors required for a quorum from six (6) to five (5), raising the ainount of expenditure requiring pi•ior Board approval from $25,000.00 to $50,000.00, raising the General Manager's spending authority for certain routine activities, and clarifying certain other provisions; WHEREAS, the Board has determined that it is in the best interest of the Corporation to adopt the attached 2012 amendments to the Ainended and Restated Bylaws, and that the adoption of the proposed 2012 amendments will result in increased administrative efficiency for the Corporation. NOW THEREFORE, BE RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: THAT the attached 2012 ainendments 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-2012-03 PAG� 2 THAT this Resolution shall talce effect fiom the date of its adoption and the Amended and Restated Bylaws, as amended by this Resolution, shall be the Bylaws of the Corporation trom and after the date of their approval by the City Council of the City of Fort Worth. AND IT IS SO RESOLVED. Adopted February 7, 2012. FORT WORTH HOUSING FINANCE CORPORATION � ,/� By: t../ � � � �( � ��� %f� �� �,.�--''".� Kathleen Hicics, President EXHIBIT "A" 2012 Amendments to the Bylaws of the Fort Worth Housing Finance Corporation, as Amended and Restated on June 3, 2008 The following sections of the Bylaws of the Fort Worth Housing Finance Corporation shall be amended to be and read as follows: "Section 2.08. uorum. Five 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 �ttendance 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 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 ail meetings of the Board of Directors; he shall be an ex-officio member of all standing committees; in fui-therance of t11e purposes of the Corporation, he may sign and execute all contracts, conveyances, ti-anchises, bonds, deeds, assignments, inortgages, notes and other instruinents 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 ofiicer or agent of the Corporation; and, provided furtller, that any agreeinent or insti-ument involving any expenditure over iifty thousand dollars ($50,000.00) of Corporation funds shall require the prior approval of the Board of Directors. "Section 4.07. General Mana�er. (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 coinpliance 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 inatters of the Corporation, except as hereinafter provided. (4) To review all conh•acts 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 lneetings 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 tiines fully advised of the iinancial condition of the Corporation. (8) To spend appropriated funds up to $50,000.00 without additional Board approval when the General Manager deems the expenditure necessary to perform the poweis and duties stated herein. Any expenditure over $50,000.00 must be approved by the Board. In addition, any contract or other legal instruinent 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 $25,000.00 for an option fee or deposit $25,000.00 earnest money with a Title Company or Independent Escrow agent on any land purchase agreeinent, or (ii) purchase property for up to $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 amlual 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."