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HomeMy WebLinkAboutResolution - 2006-R0574 - Apporoved Amended Aritcles Of Incorporation & Bylaws Of Market Lubbock Inc. - 12/07/2006Resolution No. 2006-R0574 December 7, 2006 Item No. 5.10 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Amended Articles of Incorporation and the Amended Bylaws of Market Lubbock, Inc. dated November 20, 2006 are hereby approved by the City Council of the City of Lubbock. Said Amended Articles of Incorporation and 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 7th day of December, 2006. DAVID A. M LER, MAYOR ATTEST: Rel5ecca Garza, City Secretary APPROV D AS TO CONTENT: Rob Allison, 4kssistan-t-it'ity-Manager, Development Services APPROVED AS TO FORM: Linda L. Chamales, Senior Attorney Office Practice Section City Att / Linda Res -MLI Amended Articles and Bylaws 2006 November 27. 2006 Resolution No. 2006-80574 December 7, 2006 Item No. 5.10 REQUEST FOR AMENDMENT TO ARTICLES OF INCORPORATION AND BY-LAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION The Board of Directors of Market Lubbock Economic Development Corporation (hereafter "Market. Lubbock") seeks the approval of the City Council of the City of Lubbock, Texas, to amend its Articles of incorporation and to amend its By -Laws to expand its Board of Directors to eight (8) members. The existing Board of Directors, at its regular meeting on November 20, 2006, resolved that it would be in the best interest of the corporation to have an eighth director appointed as a representative of the Hotel and Motel Association. The procedure for electing the eighth director would require the Chairman and Chief Executive Officer of Market Lubbock to submit potential candidates to the City Council of the City of Lubbock, Texas, and the City Council would make the selection for a two-year term. The name of the candidate submitted is that of Rob Meyer. Mr. Meyer presently serves as advisory director and, as such, has provided valuable insight to the Board of Directors. Earlier this year, the Board of Directors was expanded from five (5) to seven (7) members by amendment of the By -Laws. Upon further review, that Board expansion should be memorialized in its Articles of Incorporation. Pursuant to Article 11 of the By -Laws, the text of the existing Articles of Incorporation and By -Laws shall be presented followed by the proposed amendments which are as follows: ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION (as amended August 10, 2004) ARTICLE TWO The affairs of the Corporation shall be managed by a Board of Directors which shall be composed of five (5) persons appointed by the governing body of the City of Lubbock. It is proposed by the Board of Directors that Article Two shall be amended to read as follows: REQUEST FOR AMENDMENT Page 1 ARTICLE TWO The affairs of the Corporation shall be managed by a Board of Directors appointed by the governing body of the City of Lubbock, Texas. The number and terms of each director selected by the City of Lubbock, Texas, shall be governed by the Corporation's By -Laws. RESTATED BYLAWS OF MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION (currently in effect) Article 2 BOARD OF DIRECTORS Management of the Corporation 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. 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 REQUEST FOR AMENDMENT Page 2 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 term 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. It is proposed by the Board of Directors that Article 2 shall be amended to read as follows: Article 2 BOARD OF DIRECTORS Management of the Corporation 2.01 The affairs of the Corporation shall be managed by the Board of Directors. REQUEST FOR AMENDMENT Page 3 Number, Qualifications, and Tenure of Directors 2.02. The number of Directors shall be eight. 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 the other four of the directors shall begin in odd - numbered years. 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 term of such director. The governing body of the City shall appoint seven 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 one of the seven appointments, the governing body shall consider and give thought REQUEST FOR AMENDMENT Page 4 to each candidate's experiences, background, accomplishments and educational background, The appointment of the eighth director shall be appointed by the governing body from a list of candidate(s) (one or more) submitted by the Chairman of its Board and the Chief Executive Officer of the Corporation as a representative director from the membership of the Hotel and Motel Association. It is respectfully requested that the foregoing amendments be approved. ATTEST: CFO MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION By: Gary C. Lawrence Its: CEO REQUEST FOR AMENDMENT Page 5