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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2025-12RESOLUTION NO. FWHFC-2025-12 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 match 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, on September 14, 2021, the Board further amended the Bylaws o correct gender references and provide additional administrative efficiency; WHEREAS, on August 26, 2025, the Board has determined that the Bylaws should be further amended to update outdated information and additional administrative efficiency; WHEREAS, the Board has determined that it is in the best interest of the Corporation to adopt the attached 2025 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: RESOLUTION NO. MHFC-2025-12 PAGE 2 THAT the attached 2025 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 August 26, 2025. FORT WORTH HOUSING FINANCE CORPORATION B• Carlos Flores, President Attest: Jannette S. Goodall RESOLUTION NO. FWHFC-2025-12 PAGE EXHIBIT "A" 2025 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, September 26, 2017, and September 14, 2021 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 is amended such that the principal office of the Corporation shall be located at 100 Fort Worth Trail, Fort Worth, Texas 76102. Section 2.01 (a) is amended such at the first sentence now reads: "The property and affairs of the Corporation shall be managed and controlled by a board of directors (referred to herein as the "Board" or "Board of Directors") which shall be composed of eleven (11) 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." Sections 2.01 (b) and 2.02 (c) are deleted. Section 4.01 (a) is amended to now read as: "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. Officers shall be elected or appointed in each odd numbered year prior to October 1 St." Section 4.05 (a) is amended so that the last sentence now reads: "The City Secretary, or his or her designee, shall serve as Secretary of the Corporation." Section 4.05 (b) is amended to read: "The Secretary may appoint one or more persons to serve as an Assistant Secretary, which person need not be a Director." Section 4.06 (a) is amended so that it now reads as: "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 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 RESOLUTION NO. FWHFC-2025-12 PAGE 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. The City's Chief Financial Officer, or his or her designee, shall serve as Treasurer of the Corporation. Section 4.06 (b) is amended so that the first sentence now reads: "The Treasurer may appoint one or more persons to serve as an Assistant Treasurer." Section 4.07 (a)(5) is amended to so that it now reads as: "To attend and participate in all meetings and deliberations of the Board of Directors, provided however that the General Manager shall not possess the power to vote." Section 4.07(a)(7) is amended so that it now reads as: "To spend budgeted 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 or in a resolution approved by the Board. 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, and (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 so that the last sentence now reads: "The General Manager, Assistant General Manager, Treasurer and any Assistant Secretary or Assistant Treasurer shall not receive any salary from the Corporation for their performance of their duties, but the Corporation may budget and provide to the City funds to offset the costs of any City employees performing actions on behalf of the Corporation." Section 5.01 Fiscal Year is amended so that the section now reads: "The fiscal year of the Corporation shall begin on October 1 and end on the following September 30."