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HomeMy WebLinkAbout2023/04/25-Minutes-Fort Worth Local Development Corporation (FWLDC)RESOLUTION NO. FWLDC-2023-02 FORT WORTH LOCAL DEVELOPMENT CORPORATION RESOLUTION OF THE BOARD OF TRUSTEES Authorizing Amendments to the Bylaws WHEREAS, the Fort Worth Local Development Corporation ("Corporation") desires to amend certain terms of its Bylaws to allow increases or decreases in the number of Trustees, add certain ethics language, and define the term for officers. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE FORT WORTH LOCAL DEVELOPMENT CORPORATION: t. The Corporation hereby approves the changes to the Corporation's Bylaws detailed on the attached Exhibit "A." 2. This Resolution takes effect from the date of its adoption. Adopted this April 25, 2023. By: Gyna Bivens President Attest: Jannette S. Goodall Corporate Secretary Page 1 of 1 BYLAWS OF FORT WORTH LOCAL DEVELOPMENT CORPORATION These Bylaws are subject to and governed by the Texas Non-profit Corporation Act ("Act") and the Articles of Incorporation ("Articles") of the Fort Worth Local Development Corporation ("Corporation"). In the event of a conflict between the provisions of these Bylaws and a mandatory provision of the Act or a provision of the Articles, such provisions of the Act or the Articles will apply and control. ARTICLE 1: BOARD OF TRUSTEES 1. Powers, Number and Term of Office. The property and affairs of the Corporation shall be managed and controlled by the Board of Trustees, and subject to the restrictions imposed by law, by the Articles of Incorporation or by these Bylaws. The Trustees shall exercise all of the powers of the Corporation. The Trustees shall be duly appointed by official action of the City Council of the City of Fort Worth, Texas ("City"), as long as the City remains the `Beneficiary" as that term is used in Article IV of the Articles of Incorporation (`Beneficiary"). If the City does not remain as "Beneficiary," the "Substitute Beneficiary" (as that term is used in Article IV of the Articles of Incorporation, the "Substitute Beneficiary") shall designate and appoint those individuals to serve as Trustees. There shall always be at least three (3) Trustees. The term each of the Trustees is intended to be coterminous with the term of office of such Trustee as a member of the City Council of the Beneficiary or the governing body of any substitute Beneficiary. All Trustees may be removed from office, with or without cause, by official action of the Beneficiary (or similar action by a Substitute Beneficiary). The Board of Trustees shall consist initially of the nine (9) Trustees named in the Corporation's Articles of Incorporation, but the number of Trustees may be increased or decreased (providing such decrease does not have the effect of shortening the term of any incumbent Trustee) from time to time by unanimous action of the then qualified Trustees, provided that the number of Trustees shall never be less than three (3). Any vacancies resulting from any such action shall be filled by the Beneficiary (or the Substitute Beneficiary if appropriate) in accordance with the provisions of this Article. 2. Meetings of Trustees. The Trustees may hold their meetings and may have an office and keep the Corporation's books and records at such place or places in the State of Texas, or outside the State of Texas, as the Board of Trustees may from time to time determine, provided, however, in the absence of any such determination, such place shall be the Corporation's registered office in the State of Texas. 3. Annual Meetings. The Annual Meeting of the Board of Trustees shall be held at the Corporation's office (or such other place as is designated by the President and the Secretary) on Bylaws of Fort Worth Local Development Corporation Page 1 of 8 such date as is determined by the Board of Trustees for the purposes of electing officers for the ensuing year and to transact such other business as may be brought before such Annual Meeting. Meetings shall be posted in accordance with the Open Meetings Act at least 72 hours prior to the meeting. 4. Regular Meetings. Regular Meetings of the Board of Trustees shall be held at such times and places as shall be designated, from time to time, by resolution of the Board of Trustees. Meetings shall be posted in accordance with the Open Meetings Act at least 72 hours prior to the meeting. 5. Special Meetings. Special Meetings of the Board of Trustees shall be held whenever called by the President or by the Secretary or by a majority of the Trustees then in office. The Secretary shall give notice of each Special Meeting in person or by mail, email, or telephone at least 72 hours prior to the meeting to each Trustee. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the Corporation's purposes may be considered and acted upon at a Special Meeting. At any meeting at which every Trustee shall be present, even though without any notice, any matter pertaining to the Corporation's purposes may be considered and acted upon. 6. Quorum. A majority of the then acting Trustees shall constitute a quorum for the consideration of matters pertaining to the Corporation's purposes; provided, however, Trustees present by proxy may not be counted toward a quorum. If at any meeting of the Board of Trustees there be 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 Trustees present in person or by proxy at a meeting at which a quorum is in attendance shall constitute the act of the Board of Trustees, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws. 7. Proxies. A Trustee may vote in person or by proxy executed in writing by the Trustee. No proxy shall be valid after three (3) months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law. 8. Conduct of Business. At the meetings of the Board of Trustees, matters pertaining to the Corporation's purposes shall be considered in such order as the Board of Trustees may determine. At all meetings of the Board of Trustees, the President shall preside, and in the absence of the President, a chairperson shall be chosen by the Board of Trustees from among the Trustees present. The Corporation's Secretary shall act as secretary of all meetings of the Board of Trustees, but in the absence of the Secretary, the chairperson may appoint any person to act as secretary of the meeting. 9. Executive Committee. The Board of Trustees may, by resolution passed by all of the Trustees then in office, designate three (3) or more Trustees to constitute an Executive Committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Trustees in the management of the Corporation, except where action of the Board of Trustees is required by law, by the Articles of Incorporation or by these Bylaws. The Executive Committee shall act in the manner provided in such resolution. The Executive Committee shall keep regular minutes of the transactions of its meetings and shall cause Bylaws of Fort Worth Local Development Corporation Page 2 of 8 such minutes to be recorded in books kept for that purpose in the Corporation's office, and shall report the same to the Board of Trustees from time to time. 10. Compensation of Trustees. Trustees, as such, shall not receive any salary or compensation for their services as Trustees, provided, that nothing contained herein shall be construed to preclude any Trustee from receiving compensation which is not excessive for personal services (rendered in other than a "Trustee" capacity) which are reasonable and necessary in carrying out the Corporation's purposes. Board of Advisory Trustees. The Board of Trustees may establish a Board of Advisory Trustees composed of members who, in the judgment of the Board of Trustees are qualified to advise with respect to the Corporation's activities. It is anticipated that members of the Board of Advisory Trustees shall advise with respect to the general activities of the Corporation, for example financial matters. Members of the Board of Advisory Trustees shall serve for a term of one (1) year or such longer term as may be designated by the Board of Trustees. The number of Advisory Trustees shall be fixed from time to time by the Board of Trustees. The officers and Trustees of the Corporation may consult with the Board of Advisory Trustees from time to time with respect to the Corporation's activities, but the maintenance of the Board of Advisory Trustees shall in no way restrict the powers of the Board of Trustees nor limit its responsibilities or obligations. The Board of Advisory Trustees shall have no responsibility for the management of the Corporation's affairs. Advisory Trustees shall not receive any salary or compensation for their services as Advisory Trustees, provided, that nothing contained herein shall be construed to preclude any Advisory Trustee from receiving compensation which is not excessive for personal services (rendered in other than an "Advisory Trustee" capacity) which are reasonable and necessary in carrying out the Corporation's purposes. ARTICLE 2: OFFICERS 1. Titles and Term of Office. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such other officers as the Board of Trustees 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. Except for those officers elected at the Corporation's Organizational Meeting, the term of office for each officer shall begin July I" and be for a period of one (1) year. In any event, a duly elected officer shall serve in the office to which he or she is elected until his or her respective successor has been elected and qualified. 2. Removal. All officers shall be subject to removal, with or without cause, at any time by an affirmative vote of a majority of the Trustees. 3. Vacancy. A vacancy in the office of any officer shall be filled by an affirmative vote of a majority of the Trustees. 4. Powers and Duties of the President. The President shall be the Corporation's principal executive officer and, subject to the Board of Trustees, he or she shall be in general charge of the Corporation's properties and affairs; he or she shall preside at all meetings of the Board of Trustees; in furtherance of the Corporation's purposes and subject to the limitations contained in the Articles of Incorporation, he or she may sign and execute all bonds, deeds, conveyances, franchises, assignments, mortgages, notes, contracts and other obligations in the Bylaws of Fort Worth Local Development Corporation Page 3 of 8 name of the Corporation. 5. Vice Presidents. A Vice President shall have such powers and duties as may be assigned to him or her by the Board of Trustees including the performance of the duties of the President upon the death, absence 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 as assigned by the Board of Trustees shall be conclusive evidence of the absence or inability to act as the President at the time such action was taken. 6. Treasurer. The Treasurer shall have custody of all the Corporation's funds and securities which come into his or her hands. When necessary or proper, he or she may endorse, on behalf of the Corporation, checks, notes and other obligations for collection 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 Trustees; 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 of Trustees; whenever required by the Board of Trustees, he or she shall render a statement of his or her cash account; he or she shall enter or cause to be entered regularly in the Corporation's books 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 of Trustees; he or she shall, if required by the Board of Trustees, give such bond for the faithful discharge of his or her duties in such form as the Board of Trustees may require. 7. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Trustees in books provided for that purpose; he or she shall attend to the giving and serving of all notices; in furtherance of the Corporation's purposes 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 thereto, all contracts, conveyances, franchise 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 of Trustees may direct, all of which shall at all reasonable times be open to the inspection of any Trustee upon application at the Corporation's office 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 Trustees. 8. Compensation. Officers shall be entitled to receive such salary or compensation for personal services which are necessary and reasonable in carrying out the Corporation's purposes as the Board of Trustees may from time to time determine, provided, that in no event shall the salary or compensation be excessive. ARTICLE 3: MISCELLANEOUS PROVISIONS Fiscal Year. The Corporation's fiscal year shall be as determined by the Board of Trustees. Bylaws of Fort Worth Local Development Corporation Page 4 of 8 2. Seal. The Corporation's seal, if any, shall be such as may be approved by the Board of Trustees from time to time. 3. Notice and Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of these bylaws to any Trustee, officer or committee member and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice but may be given in writing by mail (unless the address of the person entitled to such notice is outside the United States of America) by posting in the same manner as applicable to the Beneficiary, facsimile transmission or overnight delivery. Any notice required or permitted to be given by mail shall be deemed to have been given at the time that the notice is deposited, postage prepaid in the United States mail, addressed to the person entitled thereto at his or her post office address as it appears on the books of the Corporation. Any notice required or permitted to be given by facsimile transmission shall be deemed to have been given at the time the notice successfully is transmitted to the person entitled thereto. Any notice required or permitted to be given overnight delivery shall be deemed to have been given at the time notice is delivered to the overnight delivery courier service, fees prepaid, addressed to the person entitled thereto at his or her address as it appears on the books of the Corporation. Any waiver or notice, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. 4. Resignations. Any Trustee, officer or Advisory Trustee 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. 5. Action Without a Meeting of Trustee or Committees. Any action which may be taken at a meeting of the Board of Trustees or of any committee thereof may be taken without a meeting if consent in writing, setting forth the action to be taken, shall be signed by all of the Trustees, or all of the members of the committee, as the case may be. 6. Principal Office. The Principal office of the Corporation in the State of Texas shall be located in 200 Texas, Fort Worth, Texas 76102. The Corporation may have such other offices as of the Board of Trustees may determine. 7. Gender and Number Agreement. Whenever the masculine, feminine or neutral 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. ARTICLE 4: CODE OF ETHICS 1. No Financial Interest in any Contracts. No Trustee or Officer shall have a financial interest, direct or indirect, in any contract with the Corporation, or be financially interested, directly or indirectly, in the sale to the Corporation of any land, materials, supplies, or services, except on behalf of the Corporation as an officer or employee. An officer or an employee of a bank that Bylaws of Fort Worth Local Development Corporation Page 5 of 8 serves as the Corporation's depository bank shall be deemed not to have a financial interest in the Corporation's contract. Any willful violation of this section shall constitute malfeasance in office, and any Officer or Trustee found guilty thereof shall thereby forfeit his or her office or position. Any violation of this section, with the knowledge, expressed or implied, of the person or corporation contracting with the Corporation, shall render the contract involved voidable by the Corporation. 2. Policy and Purpose. a. It is the policy of the Corporation that Trustees and officers conduct themselves in a manner consistent with sound business and ethical practices; that the public interest always be considered in conducting the Corporation's business; that the appearance of impropriety be avoided to ensure and maintain public confidence in the Corporation; and that the Board establish policies to control and manage the affairs of the Corporation fairly, impartially, and without discrimination. b. This Code of Ethics has been adopted as part of the Corporation's Bylaws for the following purposes: (a) to encourage high ethical standards in official conduct by Trustees and officers; and (b) to establish guidelines for such ethical standards of conduct. 3. Conflicts of Interest. A Trustee or officer is prohibited from participating in a vote, decision, or award of a contract involving a business entity or real property in which a person related in the second degree by affinity (marriage relationship) or the third degree by consanguinity (blood relationship) to a Trustee or officer has a substantial interest, if it is foreseeable that the business entity or real property will be economically benefitted by the action. A person has a substantial interest in a business (i) if his or her ownership interest is ten percent or more of the voting stock or shares of the business entity or ownership of $15,000 or more of the fair market value of the business entity, or (ii) if the business entity provides more than ten percent of the person's gross income. A person has a substantial interest in real property if the interest is an equitable or legal ownership with a fair market value of $2,500 or more. 4. Acceptance of Gifts. No Trustee or officer shall accept any benefit as consideration for any decision, opinion, recommendation, vote or other exercise of discretion in carrying out official acts for the Corporation. No Trustee or officer shall solicit, accept, or agree to accept any benefit from a person known to be interested in or likely to become interested in any contract, purchase, payment, claim or transaction involving the exercise of the Trustee's or officer's discretion. As used here, a benefit does not include: a. a fee prescribed by law to be received by a Trustee or officer or any other benefit to which the Trustee or officer is lawfully entitled or for which he or she gives legitimate consideration in a capacity other than as a Trustee or officer; b. a gift or other benefit conferred on account of kinship or a personal, professional or business relationship independent of the official status of the Trustee or officer; Bylaws of Fort Worth Local Development Corporation Page 6 of 8 C. an honorarium in consideration for legitimate services rendered above and beyond official duties and responsibilities if: i. not more than one honorarium is received from the same person in a calendar year; ii. not more than one honorarium is received for the same service; and iii. the value of the honorarium does not exceed $250 exclusive of reimbursement for travel, food, and lodging expenses incurred by the Trustee or officer in performance of the services; iv. a benefit consisting of food, lodging, transportation, or entertainment accepted as a guest if reported as may be required by law. 5. Bribery. A Trustee or officer shall not intentionally or knowingly offer, confer or agree to confer on another, or solicit, accept, or agree to accept from another: a. any benefit as consideration for the Trustee's or officer's decision, opinion, recommendation, vote, or other exercise of discretion as a Trustee or officer; b. any benefit as consideration for the Trustee or officer's decision, vote, recommendation, or other exercise of official discretion in a judicial or administrative proceeding; or C. any benefit as consideration for a violation of duty imposed by law on the Trustee or officer. 6. Nepotism. No Trustee or officer shall appoint, or vote for, or confirm the appointment to any office, position, clerkship, employment or duty, of any person related within the second degree by affinity or within the third degree of consanguinity to the Trustee or officer so appointing, voting or confirming, or to any other Trustee or officer. This provision shall not prevent the appointment, voting for, or confirmation of any person who shall have been continuously employed in any such office, position, clerkship, employment or duty at least thirty (30) days prior to the appointment of the Trustee or officer so appointing or voting. ARTICLE 5: AMENDMENTS These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of the Trustees 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 except that no such amendment shall be valid unless the members of the City Council of the City are notified of such amendment at least 72 hours prior to such meeting. ARTICLE 6: INDEMNIFICATION OF TRUSTEES AND OFFICERS Bylaws of Fort Worth Local Development Corporation Page 7 of 8 The Corporation shall indemnify Trustees, officers, employees, and agents of the Corporation to the fullest extent required by the Act and may indemnify such persons to the fullest extent permitted by the Act subject in each case to those restrictions if any, contained in the Articles. The Corporation shall have the power to purchase and maintain at its cost and expense, insurance on behalf of such persons to the fullest extent permitted by the Act. Notwithstanding any provision of this Article 6 to the contrary, the Corporation shall not indemnify any person described in the Article 6 if such indemnification would jeopardize the qualification of the Corporation as an organization described in Sections 501(c)(3) and 509(a) of the Code. ADOPTED AND APPROVED the day of President 2023. Bylaws of Fort Worth Local Development Corporation Page 8 of 8