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HomeMy WebLinkAboutResolution 1025 RESOLUTION APPROVING THE BYLAWS OF THE STOCKYARDS IMPROVEMENT AUTHORITY, INC. WHEREAS, Stockyards Improvement Authority, Inc. (the "Issuer") was created under the auspices of the City of Fort Worth, Texas (the "Unit") ; and WHEREAS, pursuant to the Issuer' s Articles of Incorporation the Bylaws of the Issuer are to be approved by the Unit; and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS THAT: Section 1 . The Bylaws of the Stockyards Improvement Authority, Inc. , in substantially the form and substance attached to this Resolution and made a part hereof for all purposes, are hereby specifically approved. Section 2. That this Resolution shall take effect immediately from and after its adoption. PASSED AND APPROVED this 18th day ember 198 Mayor, City of Fort Worth, Texas ATTEST: City Secretar , City of Fort Worth, Texas (SEAL) A PROVED AS TO F0 City Attorney, �� City of Fort Worth, Texas BYLAWS OF STOCKYARDS IMPROVEMENT AUTHORITY, INC. ARTICLE POWERS AND PURPOSES Section 1 .1 Financing of Industrial Development Projects. In order to implement the purposes for which the Stockyards Improvement Authority, Inc. (the "Corporation" ) was formed, as set forth in the Articles of Incorporation, the Corporation may issue obligations to finance all or part of the cost of one or more industrial development projects within a certain area within the corporate limits of the City of Fort Worth, Texas as shown on Exhibit A to these Bylaws, in order to promote and encourage employment and the public welfare, pursuant to the provisions of the Development Corporation Act of 1979, Article 5190. 6, Vernon' s Texas Civil Statutes, as amended (the "Act") . Section 1 .2 Conditions Precedent to Issuance or Delivery of Obligations. The Corporation shall not issue any obligations, including refunding bonds, unless: 1. The project being financed by such obligations has been approved by resolution duly adopted by the Corporation. 2 . The City Council (the "Governing Body" ) of the CITY OF FORT WORTH, TEXAS (the "Unit" ) has approved by written resolution adopted, no more than sixty (60) days prior to the date of delivery of the obligations, specifically approving the resolution of the Corporation providing for the issuance of the obligations; and 3 . The Texas Economic Development Commission, or the executive director thereof, has approved the contents of any lease, sale or loan agreement made by the Corporation under the Act in connection with the issuance of obligations and has affirmatively found that the project sought to be financed is in furtherance of the public purposes of the Act. Section 1 .3 Books and Records; Approval of Programs and Financial Statements. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and 'committees having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and r at all times the Governing Body will have access to the books and records of the Corporation. The Unit shall be entitled to approve all programs and expenditures of the Corporation and annually review any financial statements of the Corporation. Section 1 .4 Nonprofit Corporation. The Corporation shall be a nonprofit corporation, and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm or corporation, except that in the event the Board of Directors of the Corporation (the "Board of Directors" ) shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obligations 'of the Corporation issued to finance all or part of the cost of a project, then any net earnings of the Corporation thereafter accruing with respect to said project shall be paid to the Unit. Section 1 .5 Local Regulations. The Corporation, by action of the Board of Directors, shall be authorized to promulgate, implement and amend local regulations governing the receipt, processing and approval of applications for financial participation in development projects qualifying within the scope of the purposes of the Corporation as specified in its Articles of Incorporation and Section 1. 1 of these Bylaws, and prescribing fees to be paid by applicants in amounts reasonably estimated to pay the ministerial and staff costs and expenses of the corporation, plus reasonable reserves therefor. Section 1 .6 Staff Functions. Staff functions for the Corporation shall be performed by the Unit as directed by the Governing Body of the Unit, and the Corporation, from fees collected by it, shall pay the amount of costs for such services as from time to time shall be billed to the Corporation by the Unit. ARTICLE II BOARD OF DIRECTORS Section 2.1 Powers, Number and Term of Office. The property and affairs of the Corporation shall be managed and controlled by the Board of Directors and, subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws, the Board of Directors shall exercise all of the powers of the Corporation. The Board of Directors shall consist of four (4) directors, each of whom shall be appointed by the Governing Body. 2 The directors constituting the first Board of Directors shall be those directors named in the Articles of Incorporation, each of whom, as well as subsequent directors, shall serve for three (3 ) years or until his or her successor is appointed by the Governing Body of the Unit; provided, however, if any director shall at any time also be a member of the Governing Body of the Unit, then the term of such director shall never exceed the period for which such director is a member of the Governing Body of the Unit. Any director may be removed from office by the Governing Body, for cause or at will and without cause. Section 2.2 Meetings of Directors. The directors may hold their meetings at any place authorized by the Act, as the Board of Directors may from time to time determine; provided, however, in the absence of any such determination by the Board of Directors, the meetings shall be held at the principal office of the Corporation. Section 2.3 Regular Meetings. Regular Meetings of the Board of Directors shall be held without necessity of notice at such times and places as shall be designated, from time to time, by resolution of the Board of Directors. Section 2.4 Special Meetings. Special Meetings of the Board of Directors shall be held whenever called by the president, or by a majority of the directors at the time in office or upon advice of or request by the Governing Body. The Secretary shall give notice to each director of each Special Meeting in person, or by mail, telephone or telegraph, at least two (2) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a Special Meeting. At any meeting at which every director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon. Section 2.5 Quorum. A majority of the directors fixed by these Bylaws 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 attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law. Section 2.6 Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board of Directors may determine. 3 At all meetings of the Board of Directors, the president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 2.7 Executive Committee. The Board of Directors, by resolution passed by a majority of the directors in office, may designate two directors 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 Directors in the management of the Corporation, except where action of the Board of Directors is required by law. The executive committee shall act in the manner provided in such resolution. The executive 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 of Directors from time to time. Section 2.8 Compensation of Directors. Directors as .� such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE III OFFICERS Section 3.1 Titles and Term of Office. The offices of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board of Directors 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. Terms of office shall not exceed three years. Except for the office of president, at least- one vice president and secretary, the holders of other offices need not be members of the Board of Directors. All officers shall be subject to removal from office, ,-� with or without cause, at any time by a vote of a majority of the entire Board of Directors. A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. 4 Section 3.2 Powers and Duties of the President. The president shall be the chief executive officer of the Corporation and, subject to will of 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; in furtherance of the purposes of this Corporation, he may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. Section 3.3 Vice President. Each vice president shall have such powers and duties as may be assigned by the Board of Directors and that vice president who is a member of the Board of Directors shall exercise the powers of the president during that officer' s absence or inability to act. Any action taken by the vice president who performs 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. Section 3.4 Treasurer. The treasurer shall have custody of all the funds and securities of the Corporation which come into his hands. When necessary or proper, he 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 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 shall render a statement of his cash account; he shall enter or cause to 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 shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors; he 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. Section 3.5 Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; he shall attend to the giving and serving of all notices; in furtherance of the purposes of this Corporation; and/or attest the signature thereto, all �^ contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation; he shall have charge of the corporate books, records and securities of which the treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all 5 reasonable times be open to inspection upon application at the office of the Corporation during business hours, and he shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors. Section 3.6 Compensation . Officers as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE IV PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS Section 4.1 Effective Date. These Bylaws shall become effective only upon the occurrence of the following events: ( 1) the approval of these Bylaws by the Board of Directors; and (2 ) the adoption of these Bylaws by the Governing Body. Section 4.2 Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation may at any time and from time to time be amended, provided that the Board of Directors files with the Governing Body a written application requesting that the Governing Body approve such amendment to the Articles of Incorporation, specifying in such application the amendment or amendments proposed to be made. If the Governing Body by appropriate resolution finds and determines that it is advisable that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment, the Board of Directors shall proceed to amend the Articles as provided in the Act. The Articles of Incorporation may also be amended at any time by the Governing Body at is sole discretion by adopting an amendment to the Articles of Incorporation of the Corporation by resolution of the Governing Body and delivering the Articles of Amendment to the Secretary of State as provided in the Act. These Bylaws may be amended at any time and from time to time by majority vote of the Board of Directors with approval of the Unit by resolution of the Governing Body. Section 4.3 Interpretation of Bylaws. These Bylaws and all the terms and provisions hereof shall be liberally 6 construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected hereby. ARTICLE V GENERAL PROVISIONS Section 5.1 Principal Office. The principal office of the Corporation shall be located at the City Hall in FORT WORTH, TEXAS. The Corporation shall have and continuously maintain in the State of Texas (the "State" ) a registered office, and a registered agent whose business office is identical with such registered office, as required by the Act. The registered office may be, but need not be, identical with the principal office in the State, and the address of the registered office may be changed from time to time by the Board of Directors, pursuant to the requirements of the Act. Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. Section 5.3 Seal. The seal of the Corporation shall be as determined by the Board of Directors. Section 5.4 Notice and Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the Act, the Articles of Incorporation or these Bylaws, said 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 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. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any Regular or Special Meeting of the Board of Directors need by specified in the notice of such meeting, unless required by the Board of Directors. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time 7 stated therein, shall be deemed equivalent to the giving of such notice. Section 5.5 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. Section 5.6 Action Without a Meeting of Directors or Committees. Any action which may be taken at a meeting of the Board of Directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Secretary of State, the Texas. Economic Development Commission or any other person. Section 5.7 Approval or Advice and Consent of the Governing Body. To the extent that these Bylaws refer to any approval by the Unit or refer to advice and consent by the Unit, such advice and consent shall be evidenced by a resolution, order or motion duly adopted by the Governing Body. Section 5.8 Organizational Control. The Unit may, at its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation (including the power to terminate the Corporation) , subject to any limitation on the impairment of contracts entered into by such Corporation. Section 5.9 Dissolution of the Corporation . Upon dissolution of the Corporation, title to or other interests in any real or personal property owned by the Corporation at such time shall vest in the Unit. 8 FIR 0A . 36TH 051 I 1I 050 EVA 1 J 0913 � .�►.I._ �4 ONG I � I �.... I - .. . ' I I 093 �.. L 9 053 � � ' = •, 056 ova 099 : '�9�}:fir .�. � 0'9� �• �' � x � �� . • .057 -' dd 9i- s" 9Q ,�.i ! . ; 063 l J I T I { I TRINITY!- i 88 .081 ° >'. 074 ti iL 065 - 085 07��`- �;�'� YY �'` • �� .. �+ `�7� f ✓.►� B 0813 +'Yr'• �_._.J� r SZ �� FOR ,►�.� V�L•• p� ' ► t , x - 673 �.--'-.�..�,..� , , ',•'•\ 027 n � ... +. P -t ... 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