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HomeMy WebLinkAboutResolution - 3318 - Amendments To Bylaws Of Civic Lubbock Inc - 02_22_1990Resolution #3318 February 22, 1990 Item 9-A HW:dw RESOLUTION WHEREAS, Civic Lubbock, Inc. was incorporated as a private, non-profit corporation under the laws of the State of Texas for the purpose of foster- ing and promoting the presentation of wholesome educational and cultural programs, attractions and entertainments in the City of Lubbock, Texas; and WHEREAS, the By -Laws adopted by the Board of Directors of Civic Lubbock, Inc. contain a provision requiring approval by the City Council of the City of Lubbock before any amendment or change in such By -Laws shall become effective; and WHEREAS, the Board of Directors of Civic Lubbock, Inc. has voted in favor of amending said By -Laws; and WHEREAS, the City Council deems it to be in the best interest of the citizens of the City of Lubbock to approve of the proposed changes in said By -Laws as voted on by said Board of Directors; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1. THAT the City Council of the City of Lubbock hereby approves amending the By -Laws of Civic Lubbock, Inc. to hereafter read as follows: CIVIC LUBBOCK, INC. BY-LAWS ARTICLE I. The President of the corporation shall preside at all directors' meetings. He may, and upon demand of three (3) directors in writing addressed to the President shall, call special meetings of the directors. He shall perform all other duties that usually pertain to the office or are delegated to him by the Board of Directors. ARTICLE II. The Vice President may, in case of the absence or disability of the President, perform the duties of the President. ARTICLE III. The Civic Centers Director shall be secretary of the Board and shall be responsible for keeping all permanent records of the proceedings of the Board of Directors, including minutes of all Board and Committee meetings. He shall also have custody of all monies, securities, inventory and/or property and shall keep regular accounting and records of same. He shall provide the Board with monthly and annual financial and activity reports. He shall perform all other duties that usually pertain to the office of the Secretary or are delegated to him by the Board and/or Committees. He shall have the custody of the seal of the corporation and shall be an ex-officio member of the Board of Directors without vote. ARTICLE IV. The Treasurer shall be the person acting as Assistant City Manager for Financial Services, or his designated representa- tive, of the City of Lubbock, and shall be an ex-officio member of the Board of Directors without vote. He shall perform all other duties that usually pertain to the treasurer's office or are delegated by the Board of Directors. The Treasurer shall oversee the financial operation of the corporation and shall cause audits and/or accounting to be performed as he deems necessary. He shall also cause an annual, independent audit to be performed following the end of each fiscal year. ARTICLE V. Regular meetings of the directors shall be held at least once each month unless cancelled, at such time and place as they may determine. No notice to them of each regular meeting shall be required, and it shall be the duty of each director to attend the same without notice. A majority of the Board of Directors shall constitute a quorum. ARTICLE VI. Special meetings of the directors may be called by the President upon one (1) day's notice, stating the purpose or purposes thereof, or such special meetings may be held at any time by written demand of three (3) directors. ARTICLE VII. There shall be a regular meeting of the directors annually, during the month of August, to elect a President and a Vice President, which officers shall be members of the Board of Directors for the succeeding year, and to transact such other business as may properly be brought before it. — 2 — ARTICLE VIII. The corporation shall have no capital stock and no stockholders. ARTICLE IX. The members constituting the CIVIC CENTERS ADVISORY BOARD shall also constitute the Directors of CIVIC LUBBOCK, INC, and such Board of Directors shall be composed of fifteen (15) members, each of whom shall be a resident citizen of the City of Lubbock, and one of whom shall be a representative of Texas Tech University. The Directors of said Board shall be appointed by the City Council and shall hold their office for a term of three (3) years. The terms of office of the present members of the Board of Directors of CIVIC LUBBOCK, INC, shall expire simulta- neously with their current terms on the CIVIC CENTERS ADVISORY BOARD. The appointment of the representative of Texas Tech University, as hereinabove provided for, shall be recommended by the President of the University and approved by City Council. ARTICLE X. Upon the death, resignation, removal or expiration of the term of office of any of the directors, the City Council of the City of Lubbock, Texas shall nominate and appoint a successor as a director, who shall hold his office for the unexpired term of the director he is appointed to succeed, or for the period of three (3) years when the appointment is made due to the expira- tion of a director's term of office; and further provided that in the event the best interests of the City of Lubbock, Texas, require the removal of any director, removal of such director shall be effected through appointment of such director's successor by unanimous vote of the City Council of the City of Lubbock, Texas. ARTICLE XI. No salary or compensation of any kind shall ever be paid to any member of the Board of Directors. ARTICLE XII. The City Manager, or his appointed representative, shall be ex-officio directors without vote, and shall act only in an advisory capacity to the Corporation. ARTICLE XIII. (a) Civic Lubbock, Inc. shall prepare an annual budget statement. — 3 — (b) The President or Vice President shall have the power to execute Promissory Notes or other evidences of indebtedness of the Corporation, or to execute contracts or deeds of conveyance for and in behalf of the Corporation, provided, however, that each such note, evidence of indebtedness, contract or deed shall be binding obligation of the Corporation only when executed pursuant to resolution by the Board of Directors. Such notes, evidence of indebtedness, contract or deed shall be presented to the City Council for their review and comment. All notes, contracts and deeds of conveyance must be sealed with the seal of the Corporation and attested by the Secretary of the Corporation. However, this article shall not be construed to apply to agreements and/or contracts entered into by the corpo- ration to sponsor or co-sponsor events and/or attractions. ARTICLE XIV. No profit shall ever be realized by any person in the operation of this corporation. All monies coming into the hands of the corporation above that reasonable and/or deemed necessary and/or advisable for the successful operation of the corpora- tion, shall be dispersed in accordance with the Agreement between the City of Lubbock, and Civic Lubbock, Inc., adopted or as subsequently amended by the City Council on the 22nd day of February, 1990, by Resolution No. (Copy attached) In the event of dissolution of this corporation, all funds or assets of said corporation, after payment of all corporate debts, shall vest in the City of Lubbock for the purposes of promoting the educational and cultural improvements and welfare of the citizens of the City of Lubbock and surrounding areas. ARTICLE XV. The seal of the Corporation shall consist of a circle within which shall be inscribed "CIVIC LUBBOCK, INC., LUBBOCK, TEXAS." ARTICLE XVI. These By -Laws shall not be amended, supplemented or changed in any manner unless at least nine (9) members of the Board of Directors vote in favor of such amendment, supplement or change in a meeting called for that purpose; and further that such supplement, amendment or change shall not become effective nor have any force or effect whatsoever unless and until the same has been submitted for review and comment by the City Council of the City of Lubbock, Texas. — 4 — ARTICLE XVII. The chairmen of the sub -committees of Civic Lubbock, Inc. shall constitute an Executive Committee to transact emergency business or any function specifically designated to it by the directors. Adopted this 15th day of February , 1990. Passed by the City Council this 22nd day of February , 1990. T: tte Boyd, City Acr'etary APPROVED AS TO CONTENT: Rita P. Harmon, Assistant City Manager APPROVED AS TO FORM: n arold Willard, Assistant City Attorney ze_ B. C. McM NN, MAYOR — 5 — R33 / 8 CIVIC LUBBOCK, INC. BY-LAWS ARTICLE I. The President of the corporation shall preside at all directors' meetings. He may, and upon demand of three (3) directors in writing addressed to the President shall, call special meetings of the directors. He shall perform all other duties that usually pertain to the office or are delegated to him by the Board of Directors. ARTICLE II. The Vice President may, in case of the absence or disability of the President, perform the duties of the President. ARTICLE III. The Civic Centers Director d+recter-of-the Lubbock-Memertal-Efietc-Eenter shall be secretary of the Board and shall be responsible for keeping all keep permanent records of the proceedings of the Board of Directors, including minutes of all Board and Committee meetings. He shall also have custody of all monies, securities, inventory and/or property and shall keep regular accounting and records of same. He shall provide the Board with monthly and annual financial and activity reports. and-of-all-d+recter's-meet+ngs;-tn-hts absence7-the-Auditorium-Ge+iseum-Birector-sha++-be-act4mg-secretary7 He shall perform all other duties that usually pertain to the office of the Secretary or are delegated to him by the Board and/or Committees. He shall have the custody of the seal of the corporation and shall be an ex-officio member of the Board of Directors_ without vote. The-Secretary-shall-have-castedy-of-the seal-ef-the-corperetlon; and -shall -affix -It -as -directed -hereby -or -by reselat+on-passed-by-the-directors---He-sha++-perform-all-ether-duties-that usually-pertain-te-the-eff+ce-ef-secretary-or-are-delegated-te-h+m-by-the Board-ef-Blrecters: ARTICLE IV. The Treasurer shall be the person acting as Assistant City Manager for Financial Services, or his designated representative, Blreeter-cf-Finance of the City of Lubbock, or-h+s-appointed-representative; and shall be an act -as an ex-officio member of the Board of Directors without vote. vetfing-pewer- -He shall-have-custody-ef-all-the-moneys-and-seearltles-of-the-corporatten-and shall -keep -regular -books -or -cause -them -to -be -kept -by -the -appropriate -person: All-moneys-of-the-corporation-shall-be-deposited-by-him-fin-sueh-depositary-az shall-be-selected-by-the-directors---He-shall-keep-the-records-and-beefs-of account-ef-the-corporation;-and-shall-mare-sueh-financia}-reports-as-directed by-the-Board-of-Directors---All-eheeks-of-the-corporation-mast-be-signed-by him;-er-his-appointed-representative;-and-the-President-er-'dice-President acting -in -the -President's -stead: He shall perform all other duties that usually pertain cemmenlq pertaining to the treasurer's office or are and -those delegated to -him by the Board of Directors. The Treasurer shall oversee the financial operation of the corporation and shall cause audits and/or accountina to be performed as he deems necessary. He shall also cause an year. ARTICLE V. Regular meetings of the directors shall be held at least once each month unless cancelled, at such time and place as they may determine. No notice to them of each regular meeting shall be required, and it shall be the duty of each director to attend the same without notice. A majority of the Board of Directors shall constitute a quorum. ARTICLE VI. Special meetings of the directors may be called by the President upon one (1) day's notice, stating the purpose or purposes thereof, or such special meetings may be held at any time by written demand of three (3)-ananmeas consent -of -the directors. ARTICLE VII. There shall be a regular meeting of the directors annually, during the month of August, September-er-with4n-th4rty-fBB}-days-of-the-appo4ntment-by the-E4ty-Eeanei+-of-meta-members-te-rep}aee-these-members-whose-terms-have expired---The-purpose-ef-such-rega}ar-meetings-sha+l-be to elect a President and a Vice President, which officers shall be members of the Board of Directors for the succeeding year, and to transact such other business as may properly be brought before it. ARTICLE VIII. The corporation shall have no capital stock and no stockholders. ARTICLE IX. The members constituting the CIVIC CENTERS ADVISORY BOARD shall also constitute the Directors of CIVIC LUBBOCK, INC. and such Board of Directors shall be composed of fifteen (15) members, each of whom shall be a resident citizen of the City of Lubbock, and one of whom shall be a representative of Texas Tech University. The Directors of said Board shall be appointed by the City Council and shall hold their office for a term of three (3) years. The terms of office of the present members of the Board of Directors of CIVIC LUBBOCK, INC. shall expire simultaneously with their current terms on the CIVIC CENTERS ADVISORY BOARD. The appointment of the representative of Texas Tech University, as hereinabove provided for, shall be recommended by shn}}-be-sabjeet-te the appreva}-ef-the President of the University and approved by City Council. ARTICLE X. Upon the death, resignation, removal or expiration of the term of office of any of the directors, the City Council of the City of Lubbock, Texas shall nominate and appoint a successor as a director, who shall hold his office for the unexpired term of the director he is appointed to succeed, or for the period of three (3) years when the appointment is made due to the expiration of a director's term of office; and further provided that in the event the. best interests of the City of Lubbock, Texas,'require the removal of any director, removal of such director shall be effected through appointment of such director's successor by unanimous vote of the City Council of the City of Lubbock, Texas. ARTICLE XI. No salary or compensation of any kind shall ever be paid to any member of the Board of Directors. ARTICLE XII. The City Manager, or his appointed representative, and -the -Manager -of the-Aad+ter+um-Eel+seam-ef-the-E+ty-ef-Eabbeek;-Texas; shall be ex-officio directors without vote, vet+ng-privileges; and shall act only in an advisory capacity to the Corporation. ARTICLE XIII. (a) Civic Lubbock, Inc. shall prepare an annual budget statement. The President or Vice President shall have the power to execute Promissory Notes or other evidences of indebtedness of the Corporation, or to execute contracts or deeds of conveyance for and in behalf of the Corporation, provided, however, that each such note, evidence of indebtedness, contract or deed shall be binding obligation of the Corporation only when executed pursuant to resolution by the Board of Directors. Such notes, evidence of indebtedness, contract or deed shall be presented to the City Council for their review and comment. All notes, contracts and deeds of conveyance must be sealed with the seal of the Corporation and attested by the Secretary of the Corporation. However, this article shall not be construed to apply to agreements and/or contracts entered into by the corporation to sponsor or co- onsor eve ons ARTICLE XIV. No profit shall ever be realized by any person in the operation of this. corporation. All Twenty-f H9 -percent-of-all monies or-$159;9897-whichever-+a greater; coming into the hands of the corporation above that reasonable and/or deemed necessary and/or advisable for the successful operation of the corporation, shall be dispersed in accordance with the Agreement between paid over -to the City of Lubbock, and Civic Lubbock, Inc., adopted or as subsequently amended by the City Council on the 22nd day of February, 1990, by Resolution No. (Copy attached) for-sae-by-sa+d-E+ty-fin-the-furtherance ef-the-edueat+ona+-and-cultural-+mprevement-ef-the-citizens-ef-the-E+ty-ef Eabbeek-and-the-surround+ng-area---lt-shall-be-the-pel+ey-ef-the-Eerperat+en te-seek-te-ma+nta+n-a-sum-ef-money-+n-reserve;-ever-and-above-.current- ebl+gat+ens;-for-var+eus-cent+ngene+es-+n-connect+en-with-the-eperat+en thereof;-such-reserve-sum-net-te-exceed-$186,866---At-such-t+me-aa-the-funds ef-the-eerperat+en-shall;-after-deduct+ng-the-eatstand+ng-benaf+de-ebl+gat+ens thereof;-exceed.-the-sum-of-$196;988,-such-excess-ever-and-above-sa+d-reserve sum-ef-$188,999,-shall-be-placed-and-held-+ndef+n+tely-+n-an-account-entitled 1Majer-Prefects-Reserveu-to-be-expended;-w+th-the-approval-ef-the-Beard-ef B+reeters-and-w+th-eeneurrence-and-approval-ef-the-E+ty-Eoune++T-en-cap+ta+ expend+tares-for-+mprevements-te-the-Aud+ter+am-Eel+seam-or-the-Eubbeck Meurer+al-E+v+c-Eenter-for-the-purposes-ef-premet+ng-the-ca+tars}-and educat+enal-welfare-ef-the-E+ty-ef-Eabbeck;-sab�eet-te-ex+st+ng-pel+e+ea-and procedures-app++cab+e-to-the-making-of-E+ty-purchases- In the event of dissolution of this corporation, all funds or assets of said corporation, after payment of all corporate debts, shall vest in the City of Lubbock for the purposes of promoting the educational and cultural improvements and welfare of the citizens of the City of Lubbock and surrounding areas. ARTICLE XV. The seal of the Corporation shall consist of a circle within which shall be inscribed "CIVIC LUBBOCK, INC., LUBBOCK, TEXAS.° ARTICLE XVI. These By -Laws shall not be amended, supplemented or changed in any manner unless at least nine (9) members of the Board of Directors vote in favor of such amendment, supplement or change in a meeting called for that purpose; and further that such supplement, amendment or change shall not become effective nor have any force or effect whatsoever unless and until the same has been submitted for review and comment approved-by-a-wr+tten rese}at+an-passed by the City Council of the City of Lubbock, Texas. ARTICLE XVII. The chairmen of the sub -committees of Civic Lubbock, Inc. shall constitute an Executive Committee to transact emergency business or any function specifically designated to it by the directors. T: Cit Secretary Approved as to Content: Assistant City Manager for Public Safety and Services Approved as to Form: Assistant City Attorney . City of Lubbock C By: Mayor B.C. "Peck" McMinn Civic rb o Inc By -- President Attest: az _