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HomeMy WebLinkAboutResolution - 2005-R0444 - Approve Amended Bylaws Civic Lubbock Inc. - 09/21/2005Resolution No. 2005-RO444 September 21, 2005 Item 28 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:. THAT the Amended Bylaws of Civic Lubbock, Inc. dated September I , 2005 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 21 st day of September, AL, MAYOR ATTEST: Rebecca Garza, City Secretary APP OVER AS TOC NTEN reddy Cha z, Civic Services Director APPROVED AS TO FORM: Linda L. Chamales, Senior Attorney Office Practice Section City Att / Linda Res -Civic Lubbock Bylaws 2005 September 14, 2005 AMENDED BYLAWS OF CIVIC LUBBOCK, INC. These Amended By -Laws of Civic Lubbock, Inc., are approved and adopted by the Board of Directors this 1 st day of September, 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 quarterly 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 August 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 and shall hold office for a term of three (3) years or until a successor is appointed. 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 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 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 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 cosponsor 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 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. CI (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: L 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. 9 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 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: rAml") ��' 84;R66-r/ltreas #er CIVIC LUBBOCK. INC.: BY: 7