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HomeMy WebLinkAboutResolution - 4957 - Amendment - Convetion & Tourism Bureau Of Lubbock Inc - Bylaws - 09_14_1995Resolution No. 4957 September 14, 1995 Item #34 i t RESOLUTION I WHEREAS, the Convention and Tourism Bureau of Lubbock, Inc. is a private non-profit corporation created under the laws of the State of Texas for the purposes of promoting the tourism and convention and hotel industry within the city limits of the City of Lubbock; and WHEREAS, the Board of Directors of said corporation has deemed it advisable to recommend to the City Council that certain amendments be made to both the Articles of Incorporation and to the Bylaws of said corporation; and WHEREAS, the City Council has reviewed the amendments proposed to be made to the Articles of Incorporation and to the Bylaws of said corporation; and WHEREAS, the City Council deems it to be in the best interest of the citizens of the City of Lubbock to approve the proposed amendments to the Bylaws and Articles of Incorporation of the above named corporation; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Articles of Incorporation of the Convention and Tourism Bureau of Lubbock, Inc. are hereby amended as set forth on Exhibit A attached hereto and made a part of this Resolution for all purposes. BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Bylaws of the Convention and Tourism Bureau of Lubbock, Inc. are hereby amended to read as set forth on Exhibit B, which exhibit is attached hereto and made a part of this Resolution for all purposes. Passed by the City Council this 14 ATTEST: Betty M. Johnso City Secretary APPROVED AS TO CONTENT: Debra Forte', Assistant City Manager APPROVED AS TO FORM: Jto C. Ross, Jr., City Attorney JCR: da/ccdocslc&t. res September 6, 1995 day VID R. 2 EXHIBIT "A" ARTICLE ONE Name The name of the Corporation is MARKETING, ENTERTAINMENT, TRAVEL, TOURISM AND SPORTS, INC. The Board of Directors of The Convention and Tourism Bureau of Lubbock, Inc., proposes to amend Article Four of the Articles of Incorporation of The Convention and Tourism Bureau of Lubbock, Inc., to read as follows: ARTICLE FOUR Purposes The purpose for which this Corporation is formed is to promote tourism and the convention and hotel industry in the City of Lubbock (the "City") and its vicinity as described in Section 351.101(a) of the Texas Tax Code, including but not limited to advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the City of Lubbock or its vicinity. It is the further purpose of this Corporation to advise and make recommendations to the City of Lubbock pertaining to the use and operation of the Civic Center, auditorium/coliseum and all future similar facilities, including but not limited to, the review of rental rates, short and long range planning pertaining to restoration, renovations and/or capital improvements, and offering any other recommendations as deemed advisable by the Board of Directors of the Corporation or requested by the City of Lubbock concerning the facilities herein described or their related activities. The Board of Directors of The Convention and Tourism Bureau of Lubbock, Inc., proposes to amend Article Seven of the Articles of Incorporation of The Convention and Tourism Bureau of Lubbock, Inc., to read as follows: ARTICLE SEVEN Board of Directors The affairs of the Corporation will be managed by a Board of Directors which will be composed of thirteen (13) Voting Directors and two (2) Non -Voting Directors. The Voting Directors will be appointed by the governing body of the City of Lubbock. The Non -Voting Directors will be the Civic Centers Manager of Lubbock and the Executive Director of the Corporation. All Voting Directors must reside in Lubbock County. Each Voting Director will be eligible for reappointment. Voting Directors are removable by the governing body of the City for cause or at will and must not be appointed for a term in excess of three (3) years. The Voting Directors will include representatives from the following industries and/or fields of interest in the City of Lubbock and Lubbock County, the restaurant industry, the hotel/motel industry, the arts (other than the performing arts), transportation, the performing arts, sports, the Black Chamber of Commerce, the Hispanic Chamber of Commerce, the Lubbock Chamber of Commerce, medicine, education, real estate investment and/or development. Citizens at large may also be appointed as Voting Directors by the governing body of the City. Any vacancy occurring with respect to the Voting Directors through death, resignation, or otherwise, will be filled by appointment by the governing body of the City, to hold office until the expiration of the term for which the vacating Director had been appointed. EXHIBIT "B" The Board of Directors of The Convention and Tourism Bureau of Lubbock, Inc., proposes to amend the following provisions of Article Two of the Bylaws of The Convention and Tourism Bureau of Lubbock, Inc., to read as follows: "Number, Qualifications, and Tenure of Directors 2.02. The number of Directors will be fifteen (15). Thirteen (13) of the Directors will be voting members of the Board with full voting privileges (Voting Directors). Two (2) of the Directors will be ex officio non -voting members of the Board of Directors (Non -Voting Directors). One such Non -Voting Director will be the Civic Centers Manager and the other Non -Voting Director will be the Executive Director of the Corporation. Each Voting Director will be appointed by the governing body of the City of Lubbock. Voting Directors will be residents of Lubbock County, Texas. Each Voting Director will serve for a term of three (3) years. The terms of the Voting Directors will be staggered so that the terms of one-third of the Voting Directors will begin in each consecutive year. Appointment of Directors 2.03. The governing body of the City of Lubbock will endeavor to appoint the Voting Directors of the Corporation from the following industries and/or fields of interest in the City of Lubbock or Lubbock County: the restaurant industry, the hotel/motel industry, the arts (other than the performing arts), transportation, the performing arts, sports, the Black Chamber of Commerce, the Hispanic Chamber of Commerce, the Lubbock Chamber of Commerce, medicine, education, real estate investment and/or development. Citizens at large may also be appointed as Voting Directors by the governing body of the City. Vacancies 2.04. Any vacancy occurring among the Voting Directors and any Voting Director position to be filled due to an increase in the number of Voting Directors will be filled by the governing body of the City of Lubbock. A Voting Director appointed to fill a vacancy will be appointed for the unexpired term of the predecessor in office. Quorum 2.09. A majority of the number of Voting Directors then in office will constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Voting Directors required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the directors present may adjourn and reconvene the meeting one time without further notice. Actions of Board of Directors 2.11. The Board of Directors will attempt to act by consensus. However, the vote of a majority of the Voting Directors present and voting at a meeting at which a quorum is present will be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or the bylaws. A Voting Director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Directors. The foregoing notwithstanding, any and all recommendations made by the Corporation to the City of Lubbock will be made by the concurring vote of at least seven (7) voting members of the Board. Removal of Directors 2.12. The governing body of the City of Lubbock may remove a Voting Director at any time, with or without cause. Good cause for removal of a Voting Director includes the unexcused failure to attend three (3) consecutive meetings of the Board of Directors." The Board of Directors of The Convention and Tourism Bureau of Lubbock, Inc., proposes to amend Article 10.02 of the Bylaws of The Convention and Tourism Bureau of Lubbock, Inc., to read as follows: Procedures Relating to Indemnification Payments 10.02. (a) Before the Corporation may pay any indemnification expenses (including attorney's fees), the Corporation will specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in Paragraph 10.02(c) below. The Corporation may make these determinations and decisions by any one of the following procedures: (i) Majority vote of a quorum consisting of Voting Directors who, at the time of the vote, are not named defendants or respondents in the proceeding. (ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all Voting Directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding. (iii) Determination by special legal counsel selected by the Board of Directors by vote as provided in Paragraph 10.02(a)(i) or 10.02(a)(ii), or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Voting Directors. (b) The Corporation will authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses will be made in the manner specified by Paragraph 10.02(a)(iii) above, governing the selection of special legal counsel. A provision contained in the articles of incorporation, bylaws, or a resolution of the Board of Directors that requires the indemnification permitted by Paragraph 10.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible. (c) The Corporation will pay indemnification expenses before final disposition of a proceeding only after the Corporation determines that the facts then known would not preclude indemnification and the Corporation receives a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under Paragraph 10.02(a), above. The person's written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the bylaws. The written undertaking will provide for repayment of the amount paid or reimbursed by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment. JCR: da/cityatt/c&t. doc 09/18/95 EXHIBIT 66A99 f ARTICLE ONE Name The name of the Corporation is MARKETING, ENTERTAINMENT, TRAVEL, TOURISM AND SPORTS, INC. The Board of Directors of The Convention and Tourism Bureau of Lubbock, Inc., proposes to amend Article Four of the Articles of Incorporation of The Convention and Tourism Bureau of Lubbock, Inc., to read as follows: ARTICLE FOUR Purposes The purpose for which this Corporation is formed is to promote tourism and the convention and hotel industry in the City of Lubbock (the "City") and its vicinity as described in Section 351.101(a) of the Texas Tax Code, including but not limited to advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the City of Lubbock or its vicinity. It is the further purpose of this Corporation to advise and make recommendations to the City of Lubbock pertaining to the use and operation of the Civic Center, auditorium/coliseum and all future similar facilities, including but not limited to, the review of rental rates, short and long range planning pertaining to restoration, renovations and/or capital improvements, and offering any other recommendations as deemed advisable by the Board of Directors of the Corporation or requested by the City of Lubbock concerning the facilities herein described or their related activities. The Board of Directors of The Convention and Tourism Bureau of Lubbock, Inc., proposes to amend Article Seven of the Articles of Incorporation of The Convention and Tourism Bureau of Lubbock, Inc., to read as follows: ARTICLE SEVEN Board of Directors The affairs of the Corporation will be managed by a Board of Directors which will be composed of thirteen (13) Voting Directors and two (2) Non -Voting Directors. The Voting Directors will be appointed by the governing body of the City of Lubbock. The Non -Voting Directors will be the Civic Centers Manager of Lubbock and the Executive Director of the Corporation. All Voting Directors must reside in Lubbock County. Each Voting Director will be eligible for reappointment. Voting Directors are removable by the governing body of the City for cause or at will and must not be appointed for a term in excess of three (3) years. The Voting Directors will include representatives from the following industries and/or fields of interest in the City of Lubbock and Lubbock County, the restaurant industry, the hotel/motel industry, the arts (other than the performing arts), transportation, the performing arts, sports, the Black Chamber of Commerce, the Hispanic Chamber of Commerce, the Lubbock Chamber of Commerce, medicine, education, real estate investment and/or development. Citizens at large may also be appointed as Voting Directors by the governing body of the City. Any vacancy occurring with respect to the Voting Directors through death, resignation, or otherwise, will be filled by appointment by the governing body of the City, to hold office until the expiration of the term for which the vacating Director had been appointed. P EXHIBIT "B" 0 f The Board of Directors of The Convention and Tourism Bureau of Lubbock Inc. ro e�to ,os P P amend the following provisions of Article Two of the Bylaws of The Convention and Tourism Bureau of Lubbock, Inc., to read as follows: "Number, Qualifications, and Tenure of Directors 2.02. The number of Directors will be fifteen (15). Thirteen (13) of the Directors will be voting members of the Board with full voting privileges (Voting Directors). Two (2) of the Directors will be ex off cio non -voting members of the Board of Directors (Non -Voting Directors). One such Non -Voting Director will be the Civic Centers Manager and the other Non -Voting Director will be the Executive Director of the Corporation. Each Voting Director will be appointed by the governing body of the City of Lubbock. Voting Directors will be residents of Lubbock County, Texas. Each Voting Director will serve for a term of three (3) years. The terms of the Voting Directors will be staggered so that the terms of one-third of the Voting Directors will begin in each consecutive year. Appointment of Directors 2.03. The governing body of the City of Lubbock will appoint the Voting Directors of the Corporation from the following industries and/or fields of interest in the City of Lubbock or Lubbock County: the restaurant industry, the hotel/motel industry, the arts (other than the performing arts), transportation, the performing arts, sports, the Black Chamber of Commerce, the Hispanic Chamber of Commerce, the Lubbock Chamber of Commerce, medicine, education, real estate investment and/or development. Citizens at large may also be appointed as Voting Directors by the governing body of the City. Vacancies 2.04. Any vacancy occurring among the Voting Directors and any Voting Director position to be filled due to an increase in the number of Voting Directors will be filled by the governing body of the City of Lubbock. A Voting Director appointed to fill a vacancy will be appointed for the unexpired term of the predecessor in office. Quorum 2.09. A majority of the number of Voting Directors then in office will constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a 4 quorum remains. However, no action may be approved without the vot at least a majority of the number of Voting Directors required to constitute a quorua uorum is present at no time during a meeting, a majority of the directors present ma djoum and reconvene the meeting one time without further notice. Q Actions of Board of Directors 2.11. The Board of Directors will attempt to act by consensus. However, the vote of a majority of the Voting Directors present and voting at a meeting at which a quorum is present will be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or the bylaws. A Voting Director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Directors. The foregoing notwithstanding, any and all recommendations made by the Corporation to the City of Lubbock will be made by the concurring vote of at least seven (7) voting members of the Board. Removal of Directors 2.12. The governing body of the City of Lubbock may remove a Voting Director at any time, with or without cause. Good cause for removal of a Voting Director includes the unexcused failure to attend three (3) consecutive meetings of the Board of Directors." The Board of Directors of The Convention and Tourism Bureau of Lubbock, Inc., proposes to amend Article 10.02 of the Bylaws of The Convention and Tourism Bureau of Lubbock, Inc., to read as follows: Procedures Relating to Indemnification Payments 10.02. (a) Before the Corporation may pay any indemnification expenses (including attorney's fees), the Corporation will specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in Paragraph 10.02(c) below. The Corporation may make these determinations and decisions by any one of the following procedures: (i) Majority vote of a quorum consisting of Voting Directors who, at the time of the vote, are not named defendants or respondents in the proceeding. (ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all Voting Directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding. 1100 (iii) Determination by special legal counsel selected by fl^oard of Directors by vote as provided in Paragraph 10.02(a)(i) or 10.02(a)(ii), f such a quorum cannot be obtained and such a committee cannot be establishe$Ay a majority vote of all Voting Directors. (b) The Corporation will authorize indemnification and determine at expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses will be made in the manner specified by Paragraph 10.02(a)(iii) above, governing the selection of special legal counsel. A provision contained in the articles of incorporation, bylaws, or a resolution of the Board of Directors that requires the indemnification permitted by Paragraph 10.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible. (c) The Corporation will pay indemnification expenses before final disposition of a proceeding only after the Corporation determines that the facts then known would not preclude indemnification and the Corporation receives a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under Paragraph 10.02(a), above. The person's written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the bylaws. The written undertaking will provide for repayment of the amount paid or reimbursed by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment. JCR:da/cityatt/c&t.doc 09/06/95