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HomeMy WebLinkAboutResolution - 6062 - Approve Amendments To Articles Of Incorporation And_Or Bylaws Of Market Lubbock - 10_08_1998Resolution No. 6062 Item No. 71 October 8, 1998 RESOLUTION WHEREAS, the City of Lubbock (the "City") has contracted with Market Lubbock, Inc. ("MLI"), a Texas nonprofit corporation, to promote economic development within the City and the surrounding area; and WHEREAS, the City of Lubbock previously contracted with Marketing, Entertainment, Travel, Tourism and Sports, Inc. ("METTS") to provide convention and tourism services for the City; and WHEREAS, the Board of Directors of METTS has voted to dissolve the METTS corporation; and WHEREAS, MLI desires to amend its Bylaws and/or its Articles of Incorporation to include the functions once provided by METTS in its purpose; and WHEREAS, the City approves of said amendments; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the City Council of the City of Lubbock hereby approves and accepts the amendments to the Articles of Incorporation and/or Bylaws of Market Lubbock, Inc. Said Articles and/or Bylaws are attached hereto and incorporated into the minutes of this Council as if fully set forth herein. Passed by the City Council this 8th day of October , 1998. �—/ 14y, Y SI N, MA OR �L AZT Ka a arnell, City Secretary APPROVED AS TO CONTENT: Tommy GAmlez, ana ng Director of Civic Services APPROVED AS TO FORM: Am i -ssistdnt Cittorn­e3�1 da/ccdocslMLl-Ices October 5, 1998 Resolution No. 6062 Item No. 71 October 8, 1998 ARTICLES OF AMENDMENT TO BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Pursuant to the provisions of Article 2.09 of the Texas Non -Profit Corporation Act and Article 11 of the Bylaws of Market Lubbock Economic Development Corporation, the undersigned Corporation adopts the following Articles of Amendment to its Bylaws which amend portions of Article Three of the Bylaws to add to and describe the officers of the Corporation. Section 3.01, 3.05, 3.06, 3.07, 3.08, and Article 11 are hereby amended, together with the addition of a new section to be added to Article 3, as follows: Officer Positrons Ch2 � ►-w2�t 3.01. Th io cerrs2 of the Corporation shall be a chief executive officer, a president, a secretary, a vice and a treasurer. The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of president and secretary. Chairman 3.05. The chairman shall preside at all meetings of the Board of Directors of the Corporation. The chairman shall direct the chief executive officer in the performance of the duties of the chief executive officer as directed by the Board of Directors. The chairman may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors have authorized to be executed. However, the chairman may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the bylaws, or statute. The chairman shall perform other duties prescribed by the Board of Directors and all duties incident to the office of chairman. Vice Chairman 3.06. When the chairman is absent, is unable to act, or refuses to act, the vice chairman shall perform the duties of the chairman. When the vice chairman acts in place of the chairman, the vice chairman shall have all the powers of and be subject to all the restrictions upon the chairman. A vice chairman shall perform other duties as assigned by the chairman or Board of Directors. Chief Executive Officer 3.07. The chief executive officer shall be the chief executive officer of the Corporation. The chief executive officer shall supervise and control all of the business and affairs of the Corporation. The chief executive officer shall execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors have authorized to be executed. However, the chief executive officer may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the bylaws, or statute. The chief executive shall coordinate all staffing for all positions, including professional positions of employees of the Corporation as directed with the advice and consent of the Board of Directors. The chief executive officer shall perform other duties prescribed by the Board of Directors and all duties incident to the office of chief executive officer. Treasurer 3.08. The treasurer shall: a) Have charge and custody of and be responsible for all funds and securities of the Corporation. b) Receive and give receipts for monies due and payable to the Corporation from any source. c) Deposit all monies in the name of the Corporation in banks, trust companies, or other depositories as provided in the bylaws or as directed by the Board of Directors or chairman. d) Write checks and disburse funds to discharge obligations of the Corporation. The chief executive officer may sign checks up to, but not exceeding, $10,000.00. Funds exceeding $10,000.00 may not be drawn from the Corporation or its accounts without the signature of two (2) of the officers of the Corporation. e) Maintain the financial books and records of the Corporation. f) Prepare financial reports at least annually. g) Perform other duties as assigned by the chairman or by the Board of Directors. h) If required by the Board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors. i) Perform all of the duties incident to the office of treasurer. In Article 3, Sections 3.02, 3.03 and 3.04 shall remain unchanged. Section 3.08, entitled Secretary, shall be renumbered 3.09 and shall otherwise remain unchanged. ARTICLE 11 AMENDMENTS TO ARTICLES OF INCORPORATION AND BYLAWS The articles of incorporation and bylaws may be altered, amended, or repealed, and new articles of incorporation and bylaws may be adopted by the Board of Directors with the approval of the City Council of the City of Lubbock, Texas. The notice of any meeting at which a proposal to alter the articles of incorporation and/or bylaws is to be made shall include the text of the proposed articles of incorporation and/or bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions. Following adoption of altered articles of incorporation and/or bylaws by the Board of Directors the articles of incorporation and/or bylaws shall be forwarded to the City Council which shall have thirty (30) days from the date of receipt in which to either approve or deny the alteration. In the event the City Council fails to act within the thirty (30) day period, the alteration of the articles of incorporation and/or bylaws shall be deemed approved. THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK. RESOLUTION BE IT RESOLVED THAT THE BOARD OF DIRECTORS OF MARKET LUBBOCK, INC: THAT the Board of Directors of Market Lubbock Economic Development Corporation has adopted the Articles of Amendment to the Bylaws of the Corporation, which shall constitute and be part of this Resolution as fully copied herein in detail. Passed by the Board of Directors this ATTEST: , ShCM 1-AKY day of .1998. , CHAIRMAN Resolution No. 6062 Item No. 71 October 8, 1998 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Pursuant to the provisions of Article 4.03 of the Texas Non -Profit Corporation Act, the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation which amends Article Four of the Articles of Incorporation to expand the purposes of the Corporation. ARTICLE ONE The name of the Corporation is MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION. ARTICLE TWO The following amendments to the Articles of Incorporation were adopted by the City Council for the City of Lubbock on October 8, 1998, and approved by the Corporation on October , 1998. Article Four of the Articles of Incorporation is hereby amended so as to read as follows: "ARTICLE FOUR PURPOSES The Corporation is organized for the following purposes: (1) General Purposes: Benefiting and accomplishing public purposes by promoting, assisting and enhancing economic development, eliminating unemployment and under employment, to encourage employment and hence, contribute to the betterment and public welfare. The Corporation is created to apply for, receive and administer governmental grants, loans and other governmental assistance programs and for the administration of and redistribution to public or private entitles of grants, loans, loan guarantees or other appropriate assistance under Title LX of the Public Works and Economic Development Act of 1965, 42 U.S.C. §§ 3121-3266; as well as Local Government Code § 380.002 Vernon's Texas Codes Annotated. Specifically, the Corporation is to receive grants from the City of Lubbock and other available sources and to administer, utilize, retain, invest, disburse and re -utilize funds in accordance with any grant agreement associated therewith; and to promote the development of business interests within the City of Lubbock, by rendering financial and other assistance. (2) Charitable Purposes: Charitable purposes within the meaning of ARTICLES OF AMENDMENT TO WTUE-9 OF I ORPORATION PAGE 1 OF 2 MARKET LUBBOCK INC. e � s- Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) to lessen the burdens of government of the City of Lubbock. In furtherance of this charitable purpose, the Corporation will operate to promote the 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. In furtherance of this charitable purpose, the Corporation will 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. To accomplish the charitable purposes, the Corporation shall establish a separate fund to be operated exclusively for the charitable purposes set forth herein, and shall maintain separate books and accounts for the separate fund. No assets of the separate fund shall be used for the general purposes of the. Corporation upon dissolution or liquidation of the separate fund; instead, upon dissolution or liquidation of the separate fund, the assets of the separate fund must be used for purposes similar to the charitable purposes of the separate fund itself." ARTICLE THREE The amendment was adopted in the following manner: the City Council for the City of Lubbock approved the amendments to the Articles of Incorporation at a duly called City Council meeting for the City of Lubbock on October 8, 1998. The amendments were thereafter adopted at a meeting of the Board of Directors held on the day of October, 1998, and received the vote of a majority of the Directors in office, there being no members having voting rights in respect thereof. DATED this day of October, 1998. MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION, d/b/a MARKET LUBBOCK, INC. By. A"JvdU:MAMTAME10CWbw 5. 199E , President T1C F AMENDMENT TO ARTICIE9F INC RPORATION PAGE 2 OF 2 MARKET LUBBOCK. INC. Resolution No. 6062 Item No. 71 October 8, 1998 RESTATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION RESTATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION These Restated Bylaws (refen`ed to as the "Bylawsl govern the affairs of MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION, a nonprofit corporation (referred to as the "Corporation") organized under the Texas Non -Profit Corporation Act (referred to as the "Act'. ARTICLE 1 OFFICES Principal Office 1.01. The principal office of the Corporation in the State of Texas shall be located at 1625 13th Street, Lubbock, Texas 79457. The Corporation may have such other offices as the Board of Directors may determine. The Board of Directors may change the location of any office of the Corporation. Registered Office and Registered Agent 1.02. The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation's principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Act. ARTICLE 2 BOARD OF DIRECTORS Management of the Corporabon 2.01. The affairs of the Corporation shall be managed by the Board of Directors.. Number, Qualifications, and Tenure of Directors 2.02. The number of Directors shall be seven. Directors shall be residents of the State of Texas and Lubbock County, Texas. The initial directors shall serve as stated in the Articles of Incorporation. Each subsequent director shall serve for a term of two years. The terms of the directors shall be staggered so that the terms of four of the directors shall begin in even -numbered years and the terms of three of the directors shall begin in odd - numbered years. RESTATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 1 of 17 Appointment of Directors 2.03. Each director shall hold office for the term for which the director is appointed and until a successor shall have been appointed and qualified unless sooner removed by the will of the governing body of the City. Each director, including the initial directors, shall be eligible for reappointment. Directors serve at the pleasure of the governing body of the City and may be removed at will by said governing body. The directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses incurred in the performance of their duties as directors. Any vacancy occurring on the Board of Directors through death, resignation or otherwise shall be filled by appointment by the governing body of the City for the unexpired tern of such director. The governing body of the City shall appoint directors who meet the following qualifications: (a) The candidate for appointment has served or is serving as the Chief Executive officer of a company; or (b) The candidate for appointment has served or is serving in a position of executive management of a company; or (c) The candidate for appointment is serving or has served the community in a professional capacity; or (d) The candidate for appointment shall have experience equivalent to any of the above qualifications. In considering each candidate for appointment as a director the governing body shall consider and give thought to each candidate's experiences, background, accomplishments and educational background. Regular Meetings 2.04. The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held either within or without the State of Texas and shall be held at the Corporation's registered office in Texas if the resolution does not specify the location of the meetings. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors stating the time and place of the meetings. Special Meetings 2.05. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. A person or persons authorized to call special meetings of the Board of Directors may fix any place within Texas as the place for holding a special meeting. The person or persons calling a special meeting shall give notice to the RESTATED WS MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 2 of 17 secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the directors as required in the Bylaws. Notice 2.06. Written or printed notice of any special meeting of the Board of Directors shall be delivered to each director not less than three nor more than thirty days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting and the purpose or purposes for which the meeting is called. Quorum 2.07. A majority of the number of directors then in office shall 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 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. Duties of Directors 2.08. Directors shall discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the corporation. Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In the discharge of any duty imposed or power conferred on directors, they may in good faith 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 variety of persons, including officers and employees of the corporation, professional advisors or experts such as accountants or legal counsel. A director is not relying in good faith if the director has knowledge concerning a matter in question that renders reliance unwarranted. Directors are not deemed to have the duties of trustees of a trust with respect to the corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property. Duty to Avoid Improper Distributions 2.09. Directors who vote for or assent to improper distributions are jointly and severally liable to the corporation for the value of improperly distributed assets, to the extent that debts, obligations, and liabilities of the corporation are not thereafter paid and discharged. Any distribution made when the corporation is insolvent, other than in payment of corporate debts, or any distribution that would render the corporation insolvent is an RESTATED BYLAWS MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 3 of 17 improper distribution. A distribution made during liquidation without payment and discharge of or provision for all known debts, obligations, and liabilities is also improper. Directors present at a board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary before adjournment or mailed to the secretary by registered mail immediately after adjournment. A director is not liable if, in voting for or assenting to a distribution, the director (1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the corporation; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or a committee of the Board of Directors of which the director is not a member, (2) while acting in good faith and with ordinary care, considers the assets of the corporation to be at least that of their book value; or (3) in determining whether the corporation made adequate provisions for payment, satisfaction, or discharge of all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability if, in the exercise of ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the corporation. Directors who are held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person. Delegation of Duties 2.10. Directors are entitled to select advisors and delegate duties and responsibilities to them, such as the full power and authority to purchase or otherwise acquire stocks, bonds, securities, and other investments on behalf of the corporation; and to sell, transfer, or otherwise dispose of the corporation's assets and properties at a time and for a consideration that the advisor deems appropriate. The directors have no liability for actions taken or omitted by the advisor if the Board of Directors acts in good faith and with ordinary care in selecting the advisor. The Board of Directors may remove or replace the advisor, with or without cause. Interested Directors 2.11. Contracts or transactions between directors, officers, or members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the director, officer, or member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party's votes are counted for the purpose. However, the material facts must be disclosed to or known by the board or other group authorizing the transaction, and adequate approval from disinterested parties must be obtained. STATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 4 of 17 Actions of Board of Directors 2.12. The Board of Directors shall try to act by consensus. However, the vote of a majority of directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or by the bylaws. A 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. Proxies 2.13. A director may not vote by proxy. Compensation 2.14. Directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses incurred in the performance of their duties as directors. Removal of Directors 2.16. Directors serve at the pleasure of the governing body of the City of Lubbock and may be removed at will by said governing body. ARTICLE 3 OFFICERS Officer Positions 3.01. The officers of the Corporation shall be a chief executive officer, a president, a secretary, a vicesbairxnan and a treasurer. The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of president and secretary. Election and Term of Office 3.02. The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at this meeting, the election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until a successor is duly selected and qualified. An officer may be elected to succeed himself or herself in the same office. TATED Y WS UP MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 5 of 17 Removal 3.03. Any officer elected or appointed by the Board of Directors may be removed by the Board of directors with or without good cause. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer. Vacancies 3.04. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the officer's tern. Chainnan 3.05. The chairman shall preside at all meetings of the Board of Directors of the Corporation. The chairman shall direct the chief executive officer in the performance of the duties of the chief executive officer as directed by the Board of Directors. The chairman may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors have authorized to be executed. However, the chairman may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Director;, the bylaws, or statute. The chairman shall perform other duties prescribed by the Board of Directors and all duties incident to the office of chairman. Vice Chainnan 3.06. When the chairman is absent, is unable to act, or refuses to act, the vice chairman shall perform the duties of the chairman. When the vice chairman acts in place of the chairman, the vice chairman shall have all the powers of and be subject to all the restrictions upon the chairman. A vice chairman shall perform other duties as assigned by the chairman or Board of Directors. Chief Executive Officer 3.07. The chief executive officer shall be the chief executive officer of the Corporation. The chief executive officer shall supervise and control all of the business and affairs of the Corporation. The chief executive officer shall execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors have authorized to be executed. However, the chief executive officer may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the bylaws, or statute. The chief executive shall coordinate all staffing for all positions, including professional positions of employees of the Corporation as directed with the advice and consent of the Board of Directors. The chief executive officer shall perform other duties prescribed by the Board of Directors and all duties incident to the office of chief executive officer. STATED BYLAWS OF MARKET LUBBOCK ECONONUC DEVELOPMENT CORPORATION Page 6 of 17 Treasurer 3.08. The treasurer shall: (a) Have charge and custody of and be responsible for all funds and securities of the Corporation. (b) Receive and give receipts for monies due and payable to the Corporation from any source. (c) Deposit all monies in the name of the Corporation in banks, trust companies, or other depositories as provided in the bylaws or as directed by the Board of Directors or chairman. (d) Write checks and disburse funds to discharge obligations of the Corporation. The chief executive officer may sign checks up to, but not exceeding, $10,000.00. Funds exceeding $10,000.00 may not be drawn from the Corporation or its accounts without the signature of two (2) of the officers of the Corporation. (e) Maintain the financial books and records of the Corporation. (f) Prepare financial reports at least annually. (g) Perform other duties as assigned by the chairman or by the Board of Directors. (h) If required by the Board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors. (i) Perform all of the duties incident to the office of treasurer. Secretary 3.09. The Secretary shall: (a) Give all notices as provided in the bylaws or as required by law. (b) Take minutes of the meetings of the members and of the Board of Directors and keep the minutes as part of the corporate records. (c) Maintain custody of the corporate records and of the seal of the Corporation. (d) Affix the seal of the Corporation to all documents as authorized. STATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 7 of 17 (e) Keep a register of the mailing address of each director, officer and employee of the Corporation. (f) Perform duties as assigned by the chairman or by the Board of Directors. (g) Perform all duties incident to the office of secretary. ARTICLE 4 COMMITTEES Establishment of Committees 4.01. The Board of Directors may adopt a resolution establishing one or more committees delegating specked authority to a committee, and appointing or removing members of a committee. A committee shall include two or more directors and may include persons who are not directors. If the Board of Directors delegates any of its authority to a committee, the majority of the committee shall consist of directors and the resolution creating that committee must be adopted by a majority of the Directors in office. The Board of Directors may establish qualifications for membership on a committee. The Board of Directors may delegate to the chairman its power to appoint and remove members of a committee that has not been delegated any authority of the Board of Directors. The establishment of a committee or the delegation of authority to it shall not relieve the Board of Directors, or any individual director, of any responsibility imposed by the Bylaws or otherwise imposed by law. No committee shall have the authority of the Board of Directors to: (a) Amend the articles of incorporation. (b) Adopt a plan of merger or a plan of consolidation with another corporation. (c) Authorize the sale, lease, exchange, or mortgage of any or substantially all of the property and assets of the Corporation. (d) Authorize the voluntary dissolution of the Corporation. (e) Revoke proceedings for the voluntary dissolution of the Corporation. (f) Adopt a plan for the distribution of the assets of the Corporation. (g) Amend, alter, or repeal the bylaws. (h) Elect, appoint, or remove a member of a committee or a director or officer of the Corporation. RESTATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 8 of 17 (i) Approve any transaction to which the Corporation is a party and that involves a potential conflict of interest as defined in paragraph 5.04, below. Take any action outside the scope of authority delegated to it by the Board of Directors. ARTICLE 5 TRANSACTIONS OF THE CORPORATION Contracts 5.01. The Board of Directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments. Deposits 5.02 All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Board of Directors selects. Gifts 5.03. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board of directors may make gifts and give charitable contributions that are not prohibited by the bylaws, the articles of incorporation, state law, and any requirements for maintaining the Corporation's federal and state tax status. Potential Conflicts of Interest 5.04. The Corporation shall not make any loan to a director or officer of the Corporation. A director, officer, or committee member of the Corporation may lend money to and otherwise transact business with the Corporation except as otherwise provided by the bylaws, articles of incorporation, and all applicable laws. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The Corporation shall not borrow money from or otherwise transact business with a director, officer, or committee member of the Corporation unless the transaction is described fully in a legally binding instrument and is in the best interests of the Corporation. The Corporation shall not borrow money from or otherwise transact business with a director, officer, or committee member of the Corporation without full disclosure of all relevant facts and without the approval of the Board of Directors, not including the vote of any person having a personal interest in the transaction. RESTATED BYLAWS MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 9 of 17 Prohibited Acts 5.05. As long as the Corporation is in existence, and except with the prior approval of the Board of Directors, no director, officer, or committee member of the Corporation shall: (a) Do any act in violation of the bylaws or a binding obligation of the Corporation. (b) Do any act with the intention of harming the Corporation or any of its operations. (c) Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation. (d) Receive an improper personal benefit from the operation of the Corporation. (e) Use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of this Corporation. (f) Wrongfully transfer or dispose of Corporation property, including intangible property such as good will. (g) Use the name of the Corporation (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation's business. (h) Disclose any of the Corporation business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it. ARTICLE 6 BOOKS AND RECORDS Required Books and Records 6.01. The Corporation shall keep correct and complete books and records of account. The Corporation's books and records shall include: (a) A file -endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including, but not limited to, the articles of incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of RESTATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 10 of 17 change of registered office or registered agent. (b) A copy of the bylaws, and any amended versions or amendments to the bylaws. (c) Minutes of the proceedings of the Board of Directors, and committees having any of the authority of the Board of Directors. (d) A list of the names and addresses of the directors, officers, and any committee members of the Corporation. (e) A financial statement showing the assets, liabilities, and net worth of the Corporation at the end. of the seven most recent fiscal years. (f) A financial statement showing the income and expenses of the Corporation for the seven most recent fiscal years. (g) All rulings, letters, and other documents relating to the Corporation's federal, state, and local tax status. (h) The Corporation's federal, state, and local information or income tax returns for each of the Corporation's seven most recent tax years. Inspection and Copying 6.02. Any director, officer, or committee member of the Corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person's interest in the Corporation and if the person submits a request in writing. Any person entitled to inspect and copy the Corporation's books and records may do so through his or her attorney or other duly authorized representative. A person entitled to inspect the Corporation's books and records may do so at a reasonable time no later than ten working days after the Corporation's receipt of a proper written request. The Board of Directors may establish reasonable fees for copying the Corporation's books and records by members. The fees may cover the cost of materials and labor, but not exceed 25 cents per page. The Corporation shall provide requested copies of books or records not later than ten working days after the Corporation's receipt of a proper written request. ARTICLE 7 FISCAL YEAR The fiscal year of the Corporation shall begin on the first day of October and end on the last day in September in each year. PCESTATED 070M MARKET WBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 11 of 17 ARTICLE 8 INDEMNIFICATION When Indemnification is Required, Permitted and Prohibited 8.01. (a) The Corporation shall indemnify a director, officer, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. However, the Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Corporation's best interests. In a case of criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The corporation shall not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. (b) The termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation. (c) The Corporation shall pay or reimburse expenses incurred by a director, officer, committee member, employee, or agent of the Corporation in connection with the person's appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not a named defendant or respondent in the proceeding. (d) In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation shall not indemnify any person in any situation in which indemnification is prohibited by the terms of paragraph 8.01(a), above. (e) Before the final disposition of a proceeding, the Corporation may pay indemnification expenses permitted by the bylaws and authorized by RESTATED BYLAWS OF MARKET WBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 12 of 17 the Corporation. However, the Corporation shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is a named defendant or respondent in an proceeding brought by the Corporation; or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct. (f) If the Corporation may indemnify a person under the bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney's fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding. Procedures Relating to Indemnification Payments 8.02. (a) Before the Corporation may pay any indemnification expenses (including attorneys fees), the Corporation shall specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in paragraph 8.02(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 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 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 8.02(a)(i) or 8.02(a)(ii), or if such a quorum cannot be obtained and such a committee cannot be established by a majority vote of all directors. (b) The Corporation shall 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 shall be made in the manner specked RESTATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 13 of 17 by paragraph 8.02(a)(iii), above, governing the selection of special legal counsel. A provision contained in the articles of incorporation, the bylaws, or a resolution of members or the Board of Directors that requires the indemnification permitted by paragraph 8.01, 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 shall 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 8.02(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 shall 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. ARTICLE 9 NOTICES Notice by Mail or Telegram 9.01. Any notice required or permitted by the bylaws to be given to a director, officer, or member of a committee of the Corporation may be given by mail or telegram. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Corporation, with postage prepaid. If given by telegram, a notice shall be deemed to be delivered when accepted by the telegraph company and addressed to the person at his or her address as it appears on the records of the Corporation. A person may change his or her address by giving written notice to the secretary of the Corporation. Signed Waiver of Notice 9.02. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the articles of incorporation or the bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of RESTATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 14 of 17 the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived. Waiver of Notice by Attendance 9.03. The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. ARTICLE 10 SPECIAL PROCEDURES CONCERNING MEETINGS Meeting by Telephone The Board of Directors, and any committee of the Corporation may hold a meeting by telephone conference -call procedures in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference -call meeting constitutes presence of that person at the meeting. ARTICLE 11 AMENDMENTS TO ARTICLES OF INCORPORATION AND BYLAWS The articles of incorporation and bylaws may be altered, amended, or repealed, and new articles of incorporation and bylaws may be adopted by the Board of Directors with the approval of the City Council of the City of Lubbock, Texas. The notice of any meeting at which a proposal to alter the articles of incorporation and/or bylaws is to be made shall include the text of the proposed articles of incorporation and/or bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions. Following adoption of altered articles of incorporation and/or bylaws by the Board of Directors the articles of incorporation and/or bylaws shall be forwarded to the City Council which shall have thirty (30) days from the date of receipt in which to either approve or deny the alteration. In the event the City Council fails to act within the thirty (30) day period, the alteration of the articles of incorporation and/or bylaws shall be deemed approved. ARTICLE 12 MISCELLANEOUS PROVISIONS Legal Authorities Goveming Construction of Bylaws STATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 15 of 17 12.01. The bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. Legal Construction 12.02. If any bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws. Headings 12.03. The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws. Gender 12.04. Wherever the context requires, all words in the bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular. Seal 12.05. The Board of Directors may provide for a corporate seal. Such a seal would consist of two concentric circles containing the words "MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION," "Texas," in one circle and the word "Incorporated" together with the date of incorporation of the Corporation in the other circle. Power of Attomey 12.06. A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary of the Corporation to be kept with the Corporation records. Parties Bound 12.07. The bylaws shall be binding upon and inure to the benefit of the directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the bylaws. RE-9-T—AMD BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 16 of 17 CERTIFICATE OF SECRETARY I hereby certify that I am the duly elected and acting secretary of MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION , and that the foregoing Restated Bylaws constitute the Restated Bylaws of the Corporation. These Restated Bylaws were fully adopted at a meeting of the Board of Directors held on the day of , 1998. DATED: Secretary of the Corporation F:WSERSISHEILAIWPS"TAUWCIMARIET.LUMBYLAWS.FRMVOGabar 5. 189811:Wpm RESTATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION Page 17 of 17