HomeMy WebLinkAboutResolution - 2008-R0063 - Adopt Amended Civic Lubbock Bylaws - 02/14/2008Resolution No. 2008-Ra063
February 14, 2008
Item No, 6.6
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Amended Bylaws of Civic Lubbock, Inc. dated January 28, 2008, are
hereby approved by the City Council of the City of Lubbock. Said Amended Bylaws are
attached hereto and incorporated in this Resolution as if fully set forth herein and shall be
included in the minutes of the Council.
Passed by the City Council this 14t1' day of February, 2008.
DAVID A. MILLER, MAYOR
ATTEST:
Reb -ca Garza, City Secretary It
APP t7VF,D AS TO CONTENT:
Freddy Chtqez,
Civic Services Director
7�V2
�O FORM:
Chad Weaver,
Assistant City Attorney
City Att/ChadfRes-Civic Lubbock Bylaws 2007
January 31, 2008
Resolution No. 2008—R0063
AMENDED BYLAWS OF
CIVIC LUBBOCK, INC.
These Amended By -Laws of Civic Lubbock, Inc. are approved and
adopted by the Board of Directors this 12t day of December_ 2007. Deleted: _19th_
Deleted: _April
Deleted: 2005
ARTICLE I.
The President of the corporation shall preside at all directors' meetings.
The President may, and upon demand of at least two (2) directors in writing
addressed to the President shall, call special meetings of the directors. The
President shall perform all other duties that usually pertain to the office or are
delegated to the President 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.
An elected member of the Board shall be secretary/treasurer 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.
The Secretary/Treasurer shall oversee the financial operations of the corporation
and shall cause audits and/or accounting to be performed as the
Secretary/Treasurer deems necessary. The Secretary/Treasurer also shall cause
an annual independent audit to be performed following the end of each fiscal
year. The Secretary/Treasurer shall provide the Board with monthly and annual
financial activity reports. The Secretary/Treasurer shall perform all other duties
that usually pertain to the office of Secretary/Treasurer or are delegated to the
Secretary/Treasurer by the Board. The Secretary/Treasurer shall have custody
of the seal of the corporation.
ARTICLE IV.
Regular meetings of the directors shall be held at least monthly, unless
cancelle 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 V.
Special meetings of the directors may be called by the President upon
one (1) day's written notice, stating the purposes thereof, or such special
meetings may be held at any time by written demand of at least two (2) directors.
ARTICLE VI.
There shall be a regular annual meeting of the directors during the month
of,Segtember to elect a President, Vice President and a Secretary/Treasurer,
which officers shall be members of the Board of Directors for the succeeded year
and shall transact such other business as may be properly brought before it.
ARTICLE VII.
The corporation shall have no capital stock and no stockholders.
ARTICLE VIII.
1.
Deleted: quarterly
Deleted: n
Deleted: f
Deleted: August
The Board of Directors of Civic Lubbock, Inc. shall be composed of eleven
(11) members, each of whom shall be a resident of the City of Lubbock, Texas.
The Directors of said corporation shall be appointed by the City Council of the
City of Lubbock, Directors shall hold office for a term of four (4) years or until a Deleted: and shall hold office fora
term of successor is appointed. Directors are eligible to serve two (2) consecutive four successor
risappointe oruntila
(4) year terms. successor is appointed.
The transition procedure to convert the existing terms to four years shall
be as follows: Directors presently serving a full three (3) year term, as of the date
of these amended bylaws, shall have one (1) year added to their term of office.
One Director presently serving a partial term of two years, as of the date of these
amended bylaws, shall have two years added to his term of office. Directors who
are presently serving their first term of office shall be eligible for reappointment
for one additional four (4) year term.
ARTICLE IX.
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 shall nominate and
appoint a successor as a director, who shall hold office for the unexpired term of
the director that is being succeeded, or for the period of lour (41 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 interest of the City of Lubbock requires
the removal of any director, removal of such director shall be effected through
appointment of such director's successor by the vote of the City Council of the
City of Lubbock.
ARTICLE X.
No salary or compensation of any kind shall ever be paid to any member
of the Board of Directors.
ARTICLE XI.
The City Manager of the City of Lubbock, or his/her designated
representative, shall be an ex -officio director without vote, and shall act in an
advisory capacity to the corporation.
ARTICLE XII.
(A) Civic Lubbock, Inc., shall prepare an annual budget statement
which shall be submitted to the City Council of the City of Lubbock.
(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 on behalf of the corporation,
provided, however, that each such note, evidence of indebtedness, contract or
deed shall be a binding obligation of the corporation only when executed
3
Deleted: three
Deleted: (3)
pursuant to a resolution by the Board of Directors. Such notes, evidences of
indebtedness, contracts or deeds shall be presented to the City Council for
review. All notes, contracts and deeds of conveyance must be sealed with the
seal of the corporation and attested to by the Secretary/Treasurer 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-sponsor events.
attractions and/or public art programs.
ARTICLE XIII.
No profit shall ever be realized by any person in the operation of this
corporation. All moneys 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 the City of Lubbock and Civic Lubbock, Inc., as amended, a
copy of which is attached hereto as Exhibit A. In the event of dissolution of this
corporation all funds or assets of said corporation, after payment of all corporate
debts and obligations, shall vest in the City of Lubbock for public purposes.
ARTICLE XIV.
The seal of the corporation shall consist of a circle within which shall be
inscribed "CIVIC LUBBOCK, INC., LUBBOCK, TEXAS."
ARTICLE XV.
(A) The Corporation shall indemnify a director, officer, committee
member, or employee 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. 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
4
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 or employee 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.
(p) In addition to the situations otherwise described in this paragraph,
the Corporation may indemnify a director, officer, committee
member, or employee 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 XV. (A) above.
(E) Before the final disposition of a proceeding, the Corporation may
pay indemnification expenses permitted by the bylaws and
authorized by 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 a 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
connections with the proceeding.
(G) Before the Corporation may pay any indemnification expenses
(including attorney's fees), the Corporation shall specifically
determine that the indemnification is permissible, authorize
indemnification, and determine that expenses to be reimbursed are
reasonable, except as provided in paragraph XV. ( 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.
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 XV.
(G) (i) or XV. (G) (ii), or if such a quorum cannot be
obtained and such a committee cannot be established by
a majority vote of all directors.
(H). 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
specified by paragraph XV. (G) (iii), above, governing the selection
of special legal counsel. A provision contained in the articles of
incorporation, the bylaws, or a resolution of members of the Board
of Directors that requires the indemnification permitted by
paragraph XV. (A) through (F) 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.
(1). 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 XV. (G) 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
9
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 XVI.
These By -Laws shall not be amended, supplemented or changed in any
manner unless at least seven (7) 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 amendment, supplement or change shall not become
effective nor have any force or effect whatsoever unless and until the same has
been submitted for review and approval by the City Council.
ATTEST:
Secretary/Treasurer
November 28, 2007
CIVIC LUBBOCK, INC.:
BY:
7
President
Resolution No. 2008-R0063
AMENDED BYLAWS O
CIVIC LUBBOCK, INC.
These Amended By -Laws of Civic Lubbock, Inc. are approved and
adopted by the Board of Directors this 12th day of December, 2007.
ARTICLE I.
The President of the corporation shall preside at all directors' meetings.
The President may, and upon demand of at least two (2) directors in writing
addressed to the President shall, call special meetings of the directors. The
President shall perform all other duties that usually pertain to the office or are
delegated to the President 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.
An elected member of the Board shall be secretary/treasurer 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..
The Secretary/Treasurer shall oversee the financial operations of the corporation
and shall cause audits and/or accounting to be performed as the
Secretary/Treasurer deems necessary. The Secretary/Treasurer also shall cause
an annual independent audit to be performed following the end of each fiscal
year. The Secretary/Treasurer shall provide the Board with monthly and annual
financial activity reports. The Secretary/Treasurer shall perform all other duties
that usually pertain to the office of Secretary/Treasurer or are delegated to the
Secretary/Treasurer by the Board. The Secretary/Treasurer shall have custody
of the seal of the corporation.
ARTICLE IV.
Regular meetings of the directors shall be held at least monthly, 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 V.
Special meetings of the directors may be called by the President upon
one (1) day's written notice, stating the purposes thereof, or such special
meetings may be held at any time by written demand of at least two (2) directors.
ARTICLE VI.
There shall be a regular annual meeting of the directors during the month
of September to elect a President, Vice President and a Secretary/Treasurer,
which officers shall be members of the Board of Directors for the succeeded year
and shall transact such other business as may be properly brought before it.
ARTICLE VII.
The corporation shall have no capital stock and no stockholders.
ARTICLE VIII.
The Board of Directors of Civic Lubbock, Inc. shall be composed of eleven
(11) members, each of whom shall be a resident of the City of Lubbock, Texas.
The Directors of said corporation shall be appointed by the City Council of the
City of Lubbock. Directors shall hold office for a term of four (4) years or until a
successor is appointed. Directors are eligible to serve two (2) consecutive four
(4) year terms.
The transition procedure to convert the existing terms to four years shall
be as follows: Directors presently serving a full three (3) year term, as of the date
of these amended bylaws, shall have one (1) year added to their term of office.
One Director presently serving a partial term of two years, as of the date of these
amended bylaws, shall have two years added to his term of office. Directors who
are presently serving their first term of office shall be eligible for reappointment
for one additional four (4) year term.
1►
ARTICLE IX.
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 shall nominate and
appoint a successor as a director, who shall hold office for the unexpired term of
the director that is being succeeded, or for the period of four (4) 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 interest of the City of Lubbock requires
the removal of any director, removal of such director shall be effected through
appointment of such director's successor by the vote of the City Council of the
City of Lubbock.
ARTICLE X.
No salary or compensation of any kind shall ever be paid to any member
of the Board of Directors.
ARTICLE XI.
The City Manager of the City of Lubbock, or his/her designated
representative, shall be an ex -officio director without vote, and shall act in an
advisory capacity to the corporation.
ARTICLE XII.
(A) Civic Lubbock, Inc., shall prepare an annual budget statement
which shall be submitted to the City Council of the City of Lubbock.
(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 on behalf of the corporation,
provided, however, that each such note, evidence of indebtedness, contract or
deed shall be a binding obligation of the corporation only when executed
pursuant to a resolution by the Board of Directors. Such notes, evidences of
indebtedness, contracts or deeds shall be presented to the City Council for
review. All notes, contracts and deeds of conveyance must be sealed with the
seal of the corporation and attested to by the Secretary/Treasurer 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-sponsor events,
attractions and/or public art programs.
3
ARTICLE XIII.
No profit shall ever be realized by any person in the operation of this
corporation. All moneys 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 the City of Lubbock and Civic Lubbock, Inc., as amended, a
copy of which is attached hereto as Exhibit A. In the event of dissolution of this
corporation all funds or assets of said corporation, after payment of all corporate
debts and obligations, shall vest in the City of Lubbock for public purposes.
ARTICLE XIV.
The seal of the corporation shall consist of a circle within which shall be
inscribed "CIVIC LUBBOCK, INC., LUBBOCK, TEXAS."
ARTICLE XV.
(A) The Corporation shall indemnify a director, officer, committee
member, or employee 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. 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.
4
(C) The Corporation shall pay or reimburse expenses incurred by a
director, officer, committee member or employee 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, or employee 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 XV. (A) above.
(E) Before the final disposition of a proceeding, the Corporation may
pay indemnification expenses permitted by the bylaws and
authorized by 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 a 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
connections with the proceeding.
(G) Before the Corporation may pay any indemnification expenses
(including attorney's fees), the Corporation shall specifically
determine that the indemnification is permissible, authorize
indemnification, and determine that expenses to be reimbursed are
reasonable, except as provided in paragraph XV. ( c), below. The
Corporation may make these determinations and decisions by any
one of the following procedures:
Majority vote of a quorum consisting of directors who, at
the time of the vote, are not named defendants or
respondents in the proceeding.
5
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 XV.
(G) (i) or XV. (G) (ii), or if such a quorum cannot be
obtained and such a committee cannot be established by
a majority vote of all directors.
(H). 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
specified by paragraph XV. (G) (iii), above, governing the selection
of special legal counsel. A provision contained in the articles of
incorporation, the bylaws, or a resolution of members of the Board
of Directors that requires the indemnification permitted by
paragraph XV. (A) through (1=) 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.
(l}. 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 XV. (G) 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 XVI.
These By -Laws shall not be amended, supplemented or changed in any
manner unless at least seven (7) 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 amendment, supplement or change shall not become
effective nor have any force or effect whatsoever unless and until the same has
been submitted for review and approval by the City Council.
ATTEST:
Teta mar s er
November 28. 2007
CIVIC LUBBOCK, INC.:
BY:
Pre i ent
MA