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HomeMy WebLinkAboutResolution Research and Innovation Local Government Corporation (RILGC) FWRILGC-2023-01RESOLUTION NO. FWRILGC-2023-01 RESEARCH AND INNOVATION LOCAL GOVERNMENT CORPORATION RESOLUTION OF THE BOARD OF DIRECTORS Authorizing Approval of Bylaws WHEREAS, the Research and Innovation Local Government Corporation ("Corporation") desires to approve Bylaws that will govern the operation of its business. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE RESEARCH AND INNOVATION LOCAL GOVERNMENT CORPORATION: 1. The Corporation hereby approves 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. qtq�6L K4tK Elizabeth Beck President Attest: i annette Goodall Corporate Secretary Page 1 of 1 BYLAWS OF RESEARCH AND INNOVATION LOCAL GOVERNMENT CORPORATION ARTICLE 1: PURPOSES 1. Purpose. As authorized by Subchapter D, Chapter 431 of the Texas Transportation Code ("Act") and Chapter 394 of the Texas Local Government Code ("Local Government Code"), Research and Innovation Local Government Corporation ("Corporation") is organized for the purpose of aiding, assisting, and acting on behalf of the City of Fort Worth, Texas ("City") in the exercise of its powers to accomplish any governmental purpose of the City and in the promotion of the common good and general welfare of the City, including, without limitation, the promotion and development of the Texas A&M downtown campus and surrounding area. 2. Powers. The Corporation shall have and exercise all of the rights, powers, privileges, authority, and functions given by the general laws of the State of Texas to non-profit corporations incorporated under the Act including, without limitation, the Texas Non -Profit Corporation Act, Article 1396-1.01 et seq., Vernon's Texas Civil Statutes. The Corporation shall have all other powers of a like or different nature not prohibited by law which are available to non-profit corporations in Texas and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, including the power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created. 3. Governmental Unit. Pursuant to Section 431.108(a) of the Act, the Corporation is a governmental unit within the meaning of Subdivision (2), Section 101.001, Texas Civil Practice and Remedies Code. Pursuant to Section 431.108(b) of the Act, the operations of the Corporation are governmental, and not proprietary, functions for all purposes, including, without limitation, applicability of the Texas Tort Claims Act, Section 101.001 et seq., Texas Civil Practice and Remedies Code. The Corporation shall have the power to acquire land in accordance with the Act as amended from time to time. ARTICLE 2: BOARD OF DIRECTORS 1. Appointment, Powers, Number, and Term of Office. All powers of the Corporation shall be vested in the Board of Directors ("Board"). The Board of Directors shall consist initially of the nine (9) Directors (each a "Director") named in the Corporation's Articles of Incorporation, but the number of Directors may be increased or decreased (providing such decrease does not have the effect of shortening the term of any incumbent Director) from time to time by unanimous action of the then qualified Directors, provided that the number of Directors shall never be less than three (3). Any vacancies resulting from any such action shall be filled by the Fort Worth City Council. The term of each of the Directors is intended to be coterminous with the term of office of such Director as a member of the City Council. Any Director may be removed from office at any time, Bylaws of Research and Innovation Local Government Corporation Page 1 of 9 with or without cause, by the City Council of the City. 2. Meetings of Directors. The Directors may hold their meetings and may have an office and keep the books of the Corporation at the City Hall, or such other place or places within the City as the Board may from time to time determine; provided, however, in the absence of any such determination, the City Hall shall be the registered office of the Corporation in the State of Texas. The Board shall meet in accordance with and file notice of each meeting of the Board for the same length of time and in the same manner and location as is required of the City under Chapter 551 of the Texas Government Code ("Open Meetings Act"). The Corporation, the Board, and any committee of the Board exercising the powers of the Board are subject to Chapter 552 of the Texas Government Code ("Open Records Act"). 3. Meetings. The Board shall hold an annual meeting at a time and at a location in the City designated by the Board for the purposes of electing officers and transacting any other business related to the Corporation. In addition, the Board may conduct additional meetings at times and locations in the City designated by the Board for the purpose of transacting business related to the Corporation. Notice of the annual meeting and any additional meetings shall be given to each Director in person, by telephone, by electronic transmission (e.g. facsimile transmission or electronic mail), or mail via the United States Postal Service at least seventy-two (72) hours prior to the meeting and shall be posted in accordance with the Open Meetings Act. 4. Quorum. A simple majority of the Directors shall constitute a quorum of the Board for the consideration of matters pertaining to the Corporation. If at any meeting of the Board there is 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 Directors present and voting at a meeting at which a quorum is in attendance shall constitute the act of the Board, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws. A Director who is present at a meeting of the Board at which any corporate action is taken shall be presumed to have assented to such action, unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of the action. 5. Conduct of Business. At the meetings of the Board, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board may determine. At all meetings of the Board, the President shall preside, and in the absence of the President, the Vice President shall preside. In the absence of the President and the Vice President, an acting presiding officer shall be chosen by the Board from among the Directors present. The Secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting. Minutes of each meeting shall be prepared and kept on file by the Secretary or any other person designated by the Secretary for that purpose. 6. Executive Committee, Other Committees. The Board may, by resolution passed by a majority of the Directors, designate three (3) or more Directors to constitute an executive Bylaws of Research and Innovation Local Government Corporation Page 2 of 9 committee or other type of committee. To the extent provided in the authorizing resolution, a committee shall have and may exercise all of the authority of the Board in the management of the Corporation, except where action of the Board is specified by statute. A committee shall act in the manner provided in the authorizing resolution. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation, and shall report the same to the Board from time to time. Committees authorized to exercise the powers of the Board shall give notice of any meeting in the manner required for a meeting of the Board. 7. Compensation of Directors. Directors shall not receive any salary or compensation for their services as Directors. 8. Director's Reliance on Consultant Information. A Director shall not be liable if while acting in good faith and with ordinary care, the Director relies on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by: a. one or more other officers or employees of the Corporation; b. legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or C. a committee of the Board of which the Director is not a member. ARTICLE 3: OFFICERS 1. Titles and Term of Office. The officers of the Corporation shall be the President, the Vice President, a Secretary, a Treasurer, and such other officers as the City Council may from time to time elect or appoint. One person may hold more than one office, except that one person shall not concurrently hold the offices of President and Secretary. The term of office for each officer shall be one (1) year with the term of office expiring on June 30th of each year. Officers may be re-elected. 2. Powers and Duties of the President. The President shall be a member of the Board and shall preside at all meetings of the Board. The President shall be the principal executive officer of the Corporation and shall be in general charge of the properties and affairs of the Corporation. In furtherance of the purposes of the Corporation and subject to the limitations contained in the Articles of Incorporation, the President or any Vice President may sign and execute all bonds, notes, deeds, conveyances, franchises, assignments, mortgages, notes, contracts and other obligations in the name of the Corporation. The President shall have such other duties as are assigned by the Board. The President may call meetings of the Board. 3. Powers and Duties of the Vice President. The Vice President shall be a member of the Board. The Vice President shall perform the duties and exercise the powers of the President upon the President's death, absence, disability, or resignation, 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 shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken. A Vice President shall have such other Bylaws of Research and Innovation Local Government Corporation Page 3 of 9 powers and duties as may be assigned to him or her by the Board or the President. 4. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation which 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; 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; whenever required by the Board, 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 books of the Corporation 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; and he or she shall, if required by the Board, give such bond for the faithful discharge of his or her duties in such form as the Board may require. The Treasurer need not be a member of the Board and may be an employee of the City. 5. Secretary. The Secretary shall keep or cause to be kept the minutes of all meetings of the Board 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 the Corporation 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 thereof, all contracts, conveyances, franchises, 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 may direct, all of which shall at all reasonable times be open to the inspection of any Director upon application at the office of the 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. The Secretary need not be a member of the Board and may be an employee of the City. 6. Compensation of Officers. Officers shall not receive any salary or compensation for their services as officers. 7. Officer's Reliance on Consultant Information. In the discharge of a duty imposed or power conferred on an officer of the Corporation, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by: a. one or more other officers or employees of the Corporation, including members of the Board; or b. legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. 8. Hearing Officer. The Director of Finance of the City or the designee thereof shall Bylaws of Research and Innovation Local Government Corporation Page 4 of 9 serve as "hearing officer" of the Corporation for the purpose of conducting any public hearing required under the Internal Revenue Code of 1986 as a condition precedent to the issuance of tax-exempt bonds by the Corporation. ARTICLE 4: NHSCELLANEOUS PROVISIONS 1. Fiscal Year. The fiscal year of the Corporation shall be the same as the City, or such other consecutive twelve-month period determined by the Corporation and approved by the City. 2. Seal. The seal of the Corporation shall be such as from time to time may be approved by the Board. 3. Notice and Waiver of Notice. Subject to the Open Meetings Act, whenever any notice whatever is required to be given under the provisions of these Bylaws, such notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. A waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. 4. Resignations. Any Director or officer 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. Gender. References herein to the masculine gender shall also refer to the feminine in all appropriate cases, and vice versa. 6. Appropriations and Grants. The Corporation shall have the power to request and accept any appropriation, grant, contribution, donation, or other form of aid from the federal government, the State of Texas, any political subdivision or municipality in the State of Texas, or from any other source. ARTICLE 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS 1. Right to Indemnification. Subject to the limitations and conditions as provided in this Article and the Articles of Incorporation, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (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 while a Director or officer of the Corporation 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, sole proprietorship, trust, employee benefit plan or other Bylaws of Research and Innovation Local Government Corporation Page 5 of 9 enterprise shall be indemnified by the Corporation to the fullest extent permitted by the Texas Non -Profit 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 Proceeding, and indemnification under this Article 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 shall be deemed contract rights, and no amendment, modification or repeal of this Article 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 could involve indemnification for negligence or under theories of strict liability. 2. Advance Pam. The right to indemnification conferred in this Article 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 1 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 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 or otherwise. 3. 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; 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 as such a person to the same extent that it may indemnify and advance expenses to Directors under this Article. 4. Appearance as a Witness. Notwithstanding any other provision of this Article, 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. Bylaws of Research and Innovation Local Government Corporation Page 6 of 9 5. Non -exclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article shall not be exclusive of any other right which a Director or officer or other person indemnified pursuant to Section 3 of this Article 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. 6. 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. 7. Notification. Any indemnification of or advance of expenses to a Director or officer in accordance with this Article 5 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. 8. Savings Clause. If this Article 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 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 that shall not have been invalidated and to the fullest extent permitted by applicable law. ARTICLE 6: CODE OF ETHICS 1. No Financial Interest in any Contracts. No Director 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 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 Director 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 Directors 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; Bylaws of Research and Innovation Local Government Corporation Page 7 of 9 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 Directors and officers; and (b) to establish guidelines for such ethical standards of conduct. 3. Conflicts of Interest. A Director 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 Director 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 Director 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 Director 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 Director's or officer's discretion. As used here, a benefit does not include: a. a fee prescribed by law to be received by a Director or officer or any other benefit to which the Director or officer is lawfully entitled or for which he or she gives legitimate consideration in a capacity other than as a Director 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 Director or officer; 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 Director or officer in performance of the services; Bylaws of Research and Innovation Local Government Corporation Page 8 of 9 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 Director 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 Director's or officer's decision, opinion, recommendation, vote, or other exercise of discretion as a Director or officer; b. any benefit as consideration for the Director 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 Director or officer. 6. Nepotism. No Director 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 Director or officer so appointing, voting or confirming, or to any other Director 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 Director or officer so appointing or voting. ARTICLE 7: 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. Bylaws of Research and Innovation Local Government Corporation Page 9 of 9