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HomeMy WebLinkAboutRES 1996-020 RESOLUTION NO. 96-20 �� A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF `"""" GRAPEVINE, TEXAS AUTHORIZING THE INCORPORATION OF GRAPEVINE TOWNSHIP REVITALIZATION PROJECT, INC., APPROVING THE ARTICLES OF INCORPORATION AND THE FILING OF SAME; NAMING OF THE INITIAL BOARD OF DIRECTORS; APPROVING OF THE BY-LAWS; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO TAKE WHATEVER STEPS ARE NECESSARY TO CARRY OUT THE COUNCIL'S DIRECTIVES TO ACCOMPLISH THE CREATION OF THE CORPORATION; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council of the City of Grapevine, Texas has concluded that the revitalization and development of the original Grapevine Township is highly beneficial and important to the health, safety, morals and general welfare of the City; and WHEREAS, the City Council has concluded that the creation of the Grapevine �"�' Township Revitalization Project, Inc., a non-profit corporation exempt from taxation under section 501 (c)(3) of the Internal Revenue Code and its regulation is the �� appropriate legal entity to carry out the project for revitalizing and rehabilitating the historic district. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1 . That all matters in the preamble are found to be true and correct and are incorporated into the body of this resolution as if copied in their entirety. Section 2. That the following attached documents are hereby approved: A. Articles of Incorporation (Exhibit "A"). B. By-Laws (Exhibit "B"). Section 3. That the City Manager, or his designee, are authorized and directed to file the Articles of Incorporation with the Secretary of State's Office and to take �,,, all necessary steps and follow all procedures required to incorporate the Grapevine Township Revitalization Project, Inc. � Section 4. That the initial Board of Directors is as follows: A. Keith Vegors �,� B. Steve Sims C. Philip Cloud D. Trent Petty For terms stated in the By-Laws. Section 5. That this resolution shall take effect from and after the date of its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the lgth day of .1une , 1996. APPROVED: � "� " William D. Tate Mayor � ATTEST: , Linda Huff City Secretary APPROVED AS TO FORM: _ y .: <". ..__ �s� �,i'' '" � � ' ���� � _ _ � , ,��• � �; f. John F. Boyle, Jr. ! City Attorney � � RES. N0. 96-20 2 EXHIBfT� TO �`�- - ��"�� Page �_ of �._. �», ARTI . � OF IN _ORPORATION OF �� GRAPEV/NE TOWNSHIP REVITALIZATION PROJECT, INC. We, the undersigned natural persons of the age of eighteen (18) years or more, at least two of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation. ARTICLE I 1�LAME The name of the Corporation is Grapevine Township Revitalization Project, Inc. ARTICLE II �.�. N�N-PROFIT C�RPORATION 1 . The Corporation is a non-profit corporation. � 2. No part of the net earnings of the Corporation shall inure to the benefit of any director, trustee or officer of the Corporation or any private individual; provided, however, that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes. No director, trustee or officer of the Co�poration, o� any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. 3. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, o� otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements► any poiitical campaign on behalf of any candidate for public office. 4. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, or corresponding � provisions of any subsequent federal tax laws. 5. The Corporation shall not engage in any act of self-dealing, as defined r� in Section 4941{d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent tax laws. EXHIS(T�, TO �c'�� . ��� -Zo Pa�e �- of �o -_.____ � 6. The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, or corresponding provisions � of any subsequent federai tax laws. 7. The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. 8. The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. 9. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c�(3) of the Internal Revenue Code and its Regulations as they may now exist or as they may hereafter be �mended, or by an organization contributions to which are deductible under Section 1701c)(2) of the Internal Revenue Code and Regulations as they now exist or as they may hereafter be amended. "�}" 10. Upon the dissolution of the Corporation, the assets of the Corporation, after payment of provision for payment of all liabilities of the Corporation is made ` _ shall be distributed exciusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, historic, scientific, literary or educational purposes as shall at the time quaiify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. pRTICLE III DURATI�N The period of the Corporation's duration is perpetual. � � 2 EXHIBIT �" TO �`�� � �� � `� Paye �� of _�_ � ARTICLE IV Pl1RPOSE AND POWERS �F G�RP�RATION � The Corporation is organized for civic purposes permitted under the Texas Non-Profit Corpo�ation Act, and particularly for the purpose of revitalizing the original Grapevine Township through a combination of public and private partnerships between neighborhoods, the banking community, the City of Grapevine and schools and churches throughout the township. More specifically, the project will: 1 . Provide opportunities for ownership of historic homes to families with low to moderate income in a manner that supports the township through homeowner education and the development of neighborhood appreciation and civic pride. 2. Identify, acquire and rehabilitate homes and properties that represent the Grapevine's township history and heritage both within and without the Township and moving structures as necessary to accommodate this goal. 3. Reconstruct single family homes that existed in Grapevine or that represent the Victorian/Prairie architecture prevalent in Grapevine's early days. �� 4. Develop a rejuvenated sense of community p�ide in the township area by providing special entryways, signage, landscaping or other fixtures that `"�' distinguish the township area. 5. Analyze township housing history in order to advise property owners and potential property owners as to the historical importance and consistency of ail construction efforts within the Township working closely with the Grapevine Heritage Foundation Board and Historic Preservation Commission to provide a thorough and complete plan of development guidelines and criteria. 6. Own, lease, acquire, sell, mortgage, encumber, improve, construct, repair and maintain real property, improvement to real property and personal property and all powers and authority under the Texas Non-Profit Corporation Act." ARTI . V MEMBERS OF THE CORPORATION � Membership in the Corporation shall be based upon active participation in activities of, or minimum donation to the Corporation. There shall be no limit to the number of inembers or amount of contributions to the Corporation from members. � 3 EXy(BIT � TO �� - �i� -Z-n ��A� ARTICLE V! Pa9e --� of � RE �I�T R D OFFICF AND R ,IST R D A �ENT �3:� The mailing address of the initial registered office of the Corporation is P.O. Box 95104, Grapevine, Texas, 76099, and the name of its initial agent at such address is Trent 0. Petty. ARTICLE Vll DIRECTORS The number of directors sha11 never be less than three, but the number of directors shall be fixed from time to time by the Corporation's bylaws. The number of directors constituting the initial board of directors is four, and the names and addresses of the persons who are to serve as the initial directors are: �� AddrPst Keith Vegors 1400 S, Main Street ��� Grapevine, Texas 76051 �"'"" Philip Cloud 1205 S. Main Street Grapevine, Texas 76051 Steve Sims 607 W. Dallas Road Grapevine, Texas 76051 Trent Petty 413 S. Main Street Grapevine, Texas 76051 The directors shall be elected or appointed, and shall serve such terms as stated in the Corporation's bylaws. ARTICLE VIII INCpRPORATORS � The name and address of each incorporator is: � 4 EXW19!i � TO �e�J .`y�`�� �� °a,Q � of � �g AcidrPts �� Keith Vegors 1400 S. Main Street Grapevine, Texas 76051 Philip Cloud 1205 S. Main Street Grapevine, Texas 76051 Steve Sims 607 W. Dallas Road Grapevine, Texas 76051 Trent Petty 413 S. Main Street Grapevine, Texas 76051 ARTICLE IX ��.:,� AMENDMENT �F ARTICLES OF INCnRPnRATION These Articles of Incorporation may be amended from time to time as provided "�` in the bylaws of the Corporation and as provided in the Texas Non-Profit Corporation Act; provided, however, that no amendment shall be made which would alter the purposes for which the Corporation is organized as set forth in Article IV, or would cause any benefit to inure to any officer, director, incorporator or member. ARTI . X DISSOWTION In the event of a voluntary or involuntary dissolution of the Corporation, the assets, afte� payment of just debts, shall be distributed exclusively for the purposes set out in Article IV and to organizations organized and operated exclusively for such purposes and which are exempt from federal income taxation under Section 501 (c) of the Internal Revenue Code of 1986, as amended, or the carresponding provisions of any subsequent federal tax laws. The distribution shall be made by the Board of „�„ Directors or pursuant to court order. In no event, shall the distribution inure to the benefit of any person who has a personal or private interest in the activities of the Corporation. � 5 EXy{stT � �o '�� _ y� -��`> Pa�e �— of � ��� IN WITNESS WHEREOF, we have hereunto set our hands this first day of July, "�'� 1996. � ' ----- --- - -_7_"� ��?��/ ) Ke,th Vegors, incorp'orator / ��� r /.�(GG+=C' �- �� Steve Sims, Incorporator � �� - Philip Cloud, Incorp,rator �:,� Trent Petty, I rporator � � � 6 EYEiIBIT "B" "�""" ADOPTED �—���—y� EXN181T_� TO !�� YC�_ Zp �age � of �� �� BYLAWS OF GRAPEVINE TOWNSHIP REVITALIZATION PROJECT, INC. ARTICLE ONE NAME, PIJRPOSES AND OFFIC� Section 1 .1 . flla.me. The name of this corporation is Grapevine Township Revitafization Project, Inc. (herein called the Projectl. Section 1 .2. P�'rn�. The Project is organized and will be operated exclusively for charitable, religious, scientific, literary, or educational purposes within ,��n4 the meaning of Section 501 (c)(3) of the Intemal Revenue Code of 1986 of the corresponding provisions or provision of any subsequent United States revenue law. � Section 1 .3. D�fices. The Project may have, in addition to its registered office, offices at such places, both within and without the State of Texas, as the Board of Directors may from time to time determine or as the activities of the Corporation may require. ARTI _ T1N0 BOARD OF DIRECTORS Section 2.1 . CPneral P�wers� Dele�atinn. The activities, property and affairs of the Project shall be managed by its 8oard of Directors, who may exercise all such powers of the Project and do all such lawful acts and things as are permitted by statute or by the Articfes of Incorporation or by these byiaws. Section 2.2. Ni�mbPr and Q�ialifir_ations. Except for the initial Board, the � 8oard if Directors shall consist of not less than seven nor more than 15 directors and shall include all elected officers. All directo�s shall be appointed by the City Council. The number of directors may be increased from time to time by amendment to these � EXHIBIT '� TO � � ���`� page �- of !�= �`"° bylaws; provided, that at no time shall the number of directors be less than seven and no decrease in number shall have the effect of shortening the term of any incumbent director. Section 2.3. TPrm of pffir.P. The initial directors of the Project shall be those persons appointed by the City Council and they shall hold office until their successors are chosen and qualified as provided herein. The terms of the directors of the first elected Board of Directors shall be staggered, with one-half elected for two year terms. Thereafter, directors shall be elected each year for two year terms or until their earlier death, resignation, retirement, disqualification or removal from office. In the svent that the number of directors serving on the Board of Directors is increased, the additional directors elected shall serve for such terms as the Board of Directors shall determine. Section 2.4. Fillin �f Var.an�iPs, Any vacancy occurring in the Board of Directors resulting from the death, resignation, retirement, disqualification, removal from office of any director, or as the result of an increase in the number of directors, shall be filled by the City Council. Any director appointed to fill a vacancy shall hold office only for the remaining term of the director whose position such director fills. ���, Section 2.5. Place �f M _�Ptina. Meetings of the Board of Directors shall be held at such places, within or without the State of Texas, as may from time to �„ time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof. Section 2.6. Ann�,ai MP_ _P=tinas. An annuai meeting of the Board of Directors, commencing with the year 1996, shall be held in June of each year, at which they shall elect officers and transact any and all other business as may properly come before the meeting. Written or printed notice stating the place, day and hour of each annual meeting of the Board of Directors shall be delivered not less than seven nor more than 30 days before the date of such meeting, either personally or by mail, by or at the direction of the Chairman or the Secretary, to each director entitled to vote at such meeting. Section 2.7. R�g��lar MPPtings. Regular meetings of the Board of Directors shall be held at such times and places as may be fixed from time to time by resolution adopted by the 8oard and communicated by the Secretary to all directors and ex-officio members of the Board. Except as otherwise provided by statute, the Articfes of Incorporation or these bylaws, any and afl business may be transacted at any regular meeting. .� � 2 EXHlBIT �� TO � 9��2c� Page _..,�_ of L.�_ ""�"� Section 2.8. �rial Meeting.S. Special meetings of the Board of Directors may be called by the Chairman on 24 hours notice to each director and ex- �_� officio member of the Board, either personally or by mail or by telegram. Special meetings shall be called by the Chairman or Secretary in like manner and on like notice on the written request of two or more directors. Except as may be otherwise expressly provided by statute or by the Articfes of Incorporation or these byiaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 2.9. flu�n�m and MannPr �f Ar.tina. At all meetings of the Board of Directors, the presence of a majority of the number of directors then serving shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statute, by the Articfes of Incorporation or by these bylaws. Directors present by proxy may not be counted toward a quorum. The act of a majority of the directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by statute, by the Articles of Incorporation or by these bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. A director may vote in person or by proxy executed in writing by the ��� director. No proxy shall be valid after three months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable and �„ unless otherwise made irrevocable by law. If a quorum shall not be present at any meeting of the directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally convened. Section 2.10. DirP�t�rs' C�mnens t�nn. Directors shall not be entitled to receive compensation for their services as directors or as members of a standing or special committee of the Board but may receive reimbursement for expenses incurred on behalf of the Project and may receive compensation for serving the Project in any other capacity, subject to Section 5.5 of these bylaws. Section 2.11 . ConsPnt nf Direct�rt. Any action required or permitted to be taken an any mesting of the Board of Directors or any committee may be taken witfiout a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the directors or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any document. � � 3 EXH(31T�_ TO � . ��-`�`' Page �- of i� '"�`"� Section 2.12. Fx-Officin Dire .t�rs. One representative from the City of Grapevine staff shall serve as an Ex-Officio Director of the Project. In addition, the � Board of Directors may appoint such other persons as it deems appropriate to serve as Ex-Officio Directors. Ex-Officio Directors shall serve at the will of the Board and shall have no power to vote. ARTICLE THREE N�TI . � Section 3.1 . MennPr of Civin�N�ticP. Whenever, under the provisions of the statute or of the Articles of Incorporation or of these bylaws, notice is required to be given to any director or committee member of the Project, and no provision is made as to how such notice shall be given, it shall not be construed to require personal notice, but any such notice may be given in writing by mail, postage prepaid, addressed to such director or committee member at his address as it appears on the records of the Project. Any notice required or permitted to be given by mail shall be desmed to be delivered at the time when the same shall be thus deposited in the United States mails, as aforesaid. ,�m. Section 3.2. WaivPr of N�tice. Whenever any notice is required to be ,,,�,, given to any director, ex-officio member of the Board, committee member or member of the Project under the provisions of the statute or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 0RTICLE F�� �FFICERri, FMP OY S AND AGFNT�• PQW RS AND D )TIES Section 4.1 . F1er.ted Offir.ers. The elected officers of the Project shall be a Chairman of the Board, a Vice Chairman, a Secretary, and a Treasurer. Section 4.2. El _r.rion pf Offirers. At each annual meeting of the Board of Directors, the Board shall vote on the complete list of nominations to fill each � officer's position. The candidates receiving the most votes shall be decfared elected for one-year terms. � 4 EXHISIT � TO �'-�'' - ��-Z�, Page s of �� " Section 4.3. Apr�intive (�ffir.Ps. The Board of Directors may aiso appoint one or more Assistant Secretaries and Assistant Treasurers and such other � officers and assistant officers and agents as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board. Section 4.4. Tw� �r More pffices. Any two (2) or more offices may be held by the same person, except that the same person shall not serve as both Chairman and Secretary. Section 4.5. .�mpPnsatinn. No officer of the Project shall be entitled to any compensation for his services in such capacity, but shall be entitled to reimbursement for reasonable expenses incurred in connection with his services as an officer. SeCtiOn 4.6. TPrm pf pffi�P� RPmnval; Filling nf Var.anr.ies. Each elected officer of the Project shall hold office until his successor is chosen and qualified in his stead or until his earlier death, resignation, retirement, disqualification or removal from office. Each appointive officer shall hold office for one year. Any officer or agent may be removed at any time by the Board of Directors whenever in its judgment the ,�TyA best interests of the Project will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the otfica of any ,,�.� officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. Term of office begins July 1 and ends June 30 of the foltowing calendar year. Section 4.7. Chairman �f the B�ard. The Chairman of the Board shall be the Chief Executive Officer of the corporation and, subject to provisions of the by- laws shall have general supervision over the activities and affairs of the Corporation and shall have general and active control thereof and in general to exercise all the powers usually appertaining to the Office of President of a corporation, except as otherwise provided by statute, the Articles of Incorporation or these By-Laws. Section 4.8. Vic.e Chairman. The Vice Chairman shall coordinate all activities and perform such functions as may be designated by the Chairman and shall assume his duties in the absence or disability of the Chairman. Section 4.9. �i�creta.yc. The Secretary shall see that notice is given of all annual and special meetings of the Board of Directors and shall keep and attest true records of all proceedings at all meetings of the Board. He shall have charge of �* the corporate seal and have authority to attest any and all instruments of writing to which the same may be affixed. He shall keep and account for all books, documents, papers and records of the Project, except those for which some other officer or agent � 5 Exwls►T -'� To �t�. 9�_��' �a;e � of ��- �'� is properiy accountable. He shall generally perform ail duties usualiy appertaining to the office of secretary of a corporation. In the absence or disability of the Secretary, �,» his duties shall be performed and his powers may be exercised by the Assistant Secretaries in the order of their seniority, unless otherwise determined by the Secretary, the Chairman or the Board of Directors. Section 4.10. Assisrant SecrPtarv. Each Assistant Secretary shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Secretary, the Chairman, or the Board of Directors. Section 4.11 . Treas�irer. The Treasurer shall be the chief accounting and financia! officer of the Project and shall, with the City of Grapevine Administrative Services Director, have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Project and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Project and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of the Project and its various departments; shall have supervision of the books of account of the Project, their arrangements and classification; shall supervise the account and auditing practices ,��, of the Project and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, funds, and securities of the Project; �,� shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise upon all terms of credit granted by the Project; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Project. He shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commerciai papers payable to the Project, and to give proper receipts or discharges for all payments to the Project. The Treasurer shall generally perform all duties usually appertaining to the office of treasurer of a corporation. In the absence or disability of the Treasure�, his duties shall be performed and his powers may be exercised by the Assistant Treasu�ers in the order of their seniority, unless otherwise determined by the Treasurer, the Chairman, or Board of Directors. Section 4.12. Astistant TrgasiirPrt. Each Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to his by the Treasurer, the Chairman, or the Board of Directors. � � 6 E X H 151 T � T O '�=�� . ��'�° Pa�e �_ of %�- '�"'" Section 4.13. Additional P�wers and D1111PS. In addition to the foregoing especially enumerated duties, services and powers, the several elected and appointed ��� officers of the Project shall perform as may be provided by statute, the Articles of Incorporation o� these Bylaws, or as the Board of Directors may from time to time determine or as may be assigned to him by any competent superior officer. ARTICLE FIVE MISCFi I ANF(�115 Section 5.1 . Qiviciencis Prnhibited. No part of the net income of the Project shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Project shall be distributed to its directors or officers. SeCtiOn 5.2. L�ans tn �ffi�prt and DirPct�rs Pr�hibited. No loans shall be made by the Project to its officers and directors, and any directors voting for or assenting to the making of any such loan, and any officer participating in the making ,,.�q thereof, shall be jointly and severally liable to the Project for the amount of such Ioan until repayment thereof. � Section 5.3. Signati�rP of Neap�ia}�IP Instri�mPnts. All bills, notes, checks, or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents, and in such manner, as are permitted by these bylaws and as from time to time may be prescribed by resolution (whether gene�al or special) of the Board of Directors. Section 5.4. Fiscal Year. The fiscal year of the Project shall be fixed by resolution of the Board of Directors. Section 5.5. Seal. The Project's seal shall be in such form as shall be adopted and approved from time to time by the Board of Directors. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted, or in any manner reproduced. Section 5.6. �ndet. Words of either gender used in these bylaws shall be construed to incfude the other gender, unless the context requires otherwise. � � 7 EXH181T l� Tp ��. 5''�-zn � ?aye � of � � ARTI . �IX � LIMITATIpN nF LIA8ILITY; INDEMNIFICATION Section 6.1 . Limitatinn �f �iabilitv. No person shall be liable to the Project on account of any action taken or omitted to be taken in good faith as a director, officer, committee member, agent or employee of the Project, or as a similar functionary of another corporation or other entity serving as such as the request of the Project, if in respect thereto he used or exercised ordinary business care and prudence under the facts and circumstances prevailing at the time of the action or omission. Without limitation of the foregoing, any such person shall be deemed to have used and exercised such degree of care and prudence if he took or omitted to take such action in good faith reliance upon advice of counse� for the Project, the books of account or other records of the Project or reports or information made or furnished to the Project by any of its officers, accountants, agents or employees, or by independent accountants, auditors, appraisers or other experts employed by the Project and selected with ordinary business care and prudence by the Board of Directors or an authorized officer or committee of the Project. �, Section 6.2. lndemnifi .ati�n �f Dire _tnrs, The Project shall indemnify a director of the Project against reasonable expenses incurred by him in connection � with a proceeding in which he is named defendant or respondent because he is or was such a director, as the case may be, if he has been whoily successful, on the merits or otherwise, in the defense of the proceeding, unless such indemnification is limited by the Articles of Incorporation. The Project shall also indemnify a director who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was director against any judgments, penalties (including excise and similar taxesl, fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding if it is determined, in the manner described below, that the person (i) conducted himself in good faith, (ii) reasonably believed, in the case of canduct in his official capacity as a director of the Project, that his conduct was in the Project's best interests, and in all other cases, that his conduct was at least not opposed to the Project's best interests and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful; provided that if the proceeding was brought by or on behalf of the Project, the indemnification shall be limited to reasonable expenses actually incurred by the person in connection with the proceeding; and provided further that a director may not be indemnified for obligations resulting from a proceeding (i) in which such director is found liable on the basis that he improperly received personal � benefit, whether or not the benefit resulted from an action taken in such director's afficial capacity, or (ii) in which the director is found liable to the Project. Determinations that a person has satisfied the prescribed conduct and belief � 8 EXH181T�. TO �- ��-Zo Page g of = standards must be made (i) by a 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 and consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding, o� (iii} by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in clause (i) or (ii� of this sentence, or, if the quorum described in clause (i) cannot be obtained and the committee described in clause (ii) cannot be established, by a majority vote of all directors. Authorization of indemnification and a determination as to reasonableness of expenses shalt be made in the same manner as the determination that the person has satisfied the prescribed conduct and belief standards, except that if the determination that the person has satisfied the prescribed conduct and belief standards is made by special legal counsel, authorization of indemnification and the determination as to reasonableness of expenses shall be made by the Board of Directors or a committee of the Board 6y vote as set forth in clause (i) or (ii) of the immediately preceding sentence or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors. The termination of a proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of ,�..,� itself determinative that the person did not meet the requirements for indemnification set forth above. Notwithstanding any other provision of the bylaws, the Project shall �� pay or reimburse expenses incurred by a director in connection with his appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding. SeCtion 6.3. Advancement nf Ex�pnsPs to DirPrtnrs. Reasonable expenses incurred by a director who was, is, or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the Project in advance of the final disposition of the proceeding after the Project receives (i) a written affirmation by the director of his good faith belief that he has met the standard of conduct necessary for indemnification under Section 6.2 of this Article and a written undertaking by or on behalf of such director to repay the amount paid or reimbursed if it is ultimately determined that he has not met such standard, and (ii) a determination would not preclude indemnifiication under Section 6.2 of this Article. The written undertaking described in the immediately preceding sentence to repay the amount paid or reimbursed to the director by the Project must be an unlimited general obligation of the di�ector but need not be secured, and it may be accepted without reference to financial ability to make repayment. Determinations and authorizations of payment under this Section 6.3 must be made in the manner specified in Section � 6.2 of this Article for the determination that the person has satisfied the conduct and belief standards. � 9 EXH(91T_� TO �� . ��-Z�� Page �� of i�. '�"° Section 6.4. Offi�.ets. The Project shaii indemnify and advance expenses to an officer of the Project to the same extent that it is required to indemnify and � advance expenses to directors under these bylaws or by statute. In addition, the Project may indemnify and advance expenses to an officer to such further extent, consistent with law, as may be provided by the Articles of Incorporation, these bylaws, general or specific action of the Board of Directors, or contract or as permitted or required by common law. Section 6.5. D.thecs. The Project may indemnify and advance expenses to an employee or agent of the Project to the same extent that it is permitted or required to indemnify and advance expenses to directors under bylaws or by statute. The Project may indemnify and advance expenses to persons who are not or were not officers, employees or agents of the Project but who are or were serving at the request of the Project as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another Project subject to the provisions of the Texas Non-Profit Corporation Act, non-profit corporation organized under laws other that the laws of Texas, other non-profit entity, corporation for profit subject to the provisions of the Texas Business Corporation Act, corporation for profit organized under laws other than the laws of Texas, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise to the same extent ,�� that it is permitted or required to indemnify and advance expenses to directors under this Article or by statute. In addition, the Project may indemnify and advance �b expenses to an employee, agent or other person serving at the request of the Project (as described above in this Section 6.5) who is not a director to such further extent, consistent with law, as may be provided by the Articles of Incorporation, these bylaws, general or specific action of the Board of Director, or contract or as permitted or required by common law. Section 6.6. lnsiirancp. The Project may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Project or who is or was serving at the request of the Project as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another Project or other entity described in Section 6.5 of this article against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the Project would have the power to indemnify him against that liability under these bylaws or by statute. Section 6.7. Limitari�n, Notwithstanding the other provisions of this Article Six, the Project may not indemnify or advance expenses to or maintain insurance on behalf of any person if such indemnification, advancement or � maintenance of insurance would subject the Project to income or excise tax under the Internal Revenue Code of 1986 or the provisions of any subsequent United States revenue law. � 10 �X`1��;i� TO � . 9�-GD �a�r // Qf /Z +�* Section 6.8. EntitlPmPnt. These indemnification provisions shall inure to each of the directors, officers, employees and agents of the Project, and other persons serving at the request of the Project (as provided in Section 6.5 of this Article), whether or not the claim asserted against him is based on matters that antedate the adoption of this Article, and in the event of a person's death shall extend to his legal representatives, heirs and devises, but such rights shall not be exclusive of any other rights to which a person may be entitled under any bylaw, agreement, vote of directors, principle of law or otherwise. Section 6.9. Definiti�ns. For purposes of this Article: (a) The term "expenses" includes court costs and attorneys' fees; (b) The term "proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding; (c) The term "director" means any person who is or was a director of the Project and any person who, while a director of the Project, is or was serving at the ,��� request of the Project as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another Project or other entity described in � Section 6.5 of this Article; (d) The term "official capacity" means, when used with respect to a director, the office of director in the Project and, when used with respect to a person other than a director, the elective or appointive office in the Project held by the officer or the employment or agency relationship undertaken by the employee or agent on behaif of the Project, but does not include service (other than at the request of the Project) for any other Project or other entity; and (e) The Project is deemed to have requested a director to serve an employee benefit plan whenever the performance by him of his duties to the Project also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a director with respect to an employee benefit plan pursuant to applicable law are deemed fines. Action taken or omitted to be taken by a director with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan is deemed to be for a purpose which is not opposed to the best interests of the Project. � � 11 EXH151T � TO �-✓ . `��-zo Pa�e � of �= ,,,�,� Section 6.10. Rights C�,m��larivP. The provisions of this Article Seven shall be deemed cumulative of and in addition to any other limitation of liability or right of indemnity to which the Project's directors, officers, committee members, �► agents, employees or persons serving as similar functionaries of another Project or other entity at the request of the Project may be entitled under any bylaw, agreement, vote of directors, principle of law or otherwise. Section 6.11 . Severahilitv, The provisions of the Article are intended to comply with Article 1396-2.22A of the Texas Non-Profit Corporation Act. To the extent that any provision of this Article authorizes or requires indemnification or the advancement of expenses contrary to such statute or the Articles of Incorporation, the Project's power to indemnify or advance expenses under such provision shall be limited to that permitted by such statute and the Articles of Incorporation, and any limitation required by such statute or the Articles of Incorporation shall not affect the validity of any other provision of this Article. ARTICLE SEVEN PARLIAMENTARY ALITHORITY �""� Roberts Rules of Order, as revised, shall govern the procedure of the Project at all meetings to the extent they are applicable and not inconsistent with these � byiaws. ARTICLE EI(',HT AMENDMENTS These bylaws may be altered, amended or repealed, or new bylaws may be adopted at any annual or special meeting of the Board of Directors by the affirmative vote of a majority of the number of the directo�s then serving or fixed by these bylaws, provided notice of the proposed alteration, amendment or repeal or adoption be contained in the notice of such meeting; and provided further, that the foregoing notice requirement shall not prohibit the board of Directors from adopting the proposed new bylaws, as the case may be, in a modified form which is not identical to that described or set forth in the notice of such meeting. � � 12