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HomeMy WebLinkAboutResolution - 5287 - Apporved Amended By-Laws - Board Of Directors, Civic Lubbock Inc - 09/26/1996RESOLUTION NO. 5287 September 26, 1996 RESOLUTION Item #10 WHEREAS, Civic Lubbock, Inc., was incorporated as a private, non-profit corporation under the laws of the State of Texas for fostering and promoting the presentation of wholesome educational and cultural programs, attractions and entertainment in the City of Lubbock, Texas; and WHEREAS, Article XVI of the By -Laws of Civic Lubbock, Inc., requires submission to the City Council of the City of Lubbock of any amendments, supplements or changes in the By - Laws before the same may become effective; and WHEREAS, the Board of Directors of Civic Lubbock, Inc., has voted to adopt the Amended By -Laws of Civic Lubbock, Inc., to facilitate changes in the operations of Civic Lubbock, Inc., requested by the City of Lubbock; and WHEREAS, the City Council of the City of Lubbock deems it to be in the best interest of the citizens of the City of Lubbock to approve the proposed Amended By -Laws as approved by the Board of Directors; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Amended By -Laws of Civic Lubbock, Inc., duly approved by the Board of Directors of Civic Lubbock, Inc., a copy of which are attached hereto and made a part hereof for all intents and purposes are hereby reviewed and approved by the City Council of the City of Lubbock. Passed by the City Council this 26tbday of sept ALEX"IWCOOKE MAYO P O TEMPORE ATTEST: P ar03k ZITO terim City Secretary AP CONANT: _ ,arrture Aliamus, Managing Director of & Leisure Services APPROVED AS TO FORM: G. Vandiver, First Assistant City Attorney DGV:da/ddres/ccdocs/bylawcl2.res September 17, 1996 RESOLUTION NO.5287 September 26, 1996 Item 410 CIVIC LUBBOCK, INC. AMENDED BY-LAWS These Amended By -Laws of Civic Lubbock, Inc., are approved and adopted by the Board of Directors this 26th day of September , 199 . 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 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 seven (7) 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 require 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. 2 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. 3 1' ARTICLE XIV. The seal of the corporation shall consist of a circle within which shall be inscribed "CIVIC LUBBOCK, INC., LUBBOCK, TEXAS." ARTICLE XV. These By -Laws shall not be amended, supplemented or changed in any manner unless at least five (5) members of the Board of Directors vote in favor of such amendment, supplement or change in a meeting called for that purposed; 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/Treasu r ddcon/Mlbylaw.doc rev. June 17, 1996 CIVIC LUBBOCK, INC.: BY: ��V_ President 4