Loading...
HomeMy WebLinkAboutRES 2024-003RESOLUTION NO. 2024-003 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS APPROVING THE AMENDED ARTICLES OF INCORPORATION AND BYLAWS FOR THE FRIENDS OF GRAPEVINE BASEBALL AND SOFTBALL; APPOINTING OFFICERS AND MEMBERS TO THE BOARD; AND PROVIDING AN EFFECTIVE DATE WHEREAS, Friends of Grapevine Baseball and Softball (the "Association") has been an avid supporter of youth baseball and softball in the City of Grapevine; and WHEREAS, the Association's Board of Directors has voted to approve Amended Articles of Incorporation and new Bylaws; and WHEREAS, all constitutional and statutory prerequisites for the approval of this resolution have been met, including but not limited to the Open Meetings Act; and WHEREAS, the City Council deems the adoption of this resolution to be in the best interests of the health, safety, and welfare of the public. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. That all matters stated hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. Section 2. That the City of Grapevine City Council hereby approves the Amended Articles of Incorporation and new Bylaws for the Association as included in attached Exhibit "A". Section 3. That the following officers and board members are hereby appointed to the Board of the Association: President — Kevin McNamara Vice -President — Mike Richmond Secretary — Thomas McMahon Treasurer - Christian Ross Board Members — Jarvis Boyd, Frances Jensen, Breon Dennis, Jerry Coburn The Director of Parks and Recreation shall be a non -voting ex-Officio member of the Board. Section 4. That all matters stated hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. 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 20th day of February, 2024. William D. Tate Mayor I_11.111 F GRAPF W' �m Tara Brooks City Secretary - % /_laa:0)V/: IR7_Varil7i7 7LvJp 01% (7). &- Matthew G Boyle City Attorney Resolution No. 2024-003 2 Amended and Restated Bylaws of Friends of Grapevine Baseball and Softball These Amended and Restated Bylaws of the Friends of Grapevine Baseball and Softball amend and replace the Bylaws dated April of 2017. Article I. Title The name of the Corporation shall be the Friends of Grapevine Baseball and Softball. The Corporation’s name was previously Grapevine Baseball Association. Article II. Purpose The Corporation is organized for charitable and civic purposes permitted under the Texas Non- profit Corporation Act, and particularly for the purpose of providing supervised, competitive athletic ball games in hopes of implanting the youth of the community with ideals of good sportsmanship, honesty, loyalty, and courage; also to perform any lawful act required by the Corporation. The Corporation will further raise funds to support the Corporation’s purposes including offering scholarships to high school ball players and high school students seeking to attend college who have associated with Grapevine Baseball or Softball. Article III. Officers and Election Section I. The officers of this Corporation shall be President, Vice-President, Secretary, and Treasurer. Section II. The officers shall be named and appointed by the City of Grapevine City Council upon a recommendation from the Director of Parks and Recreation. Section III. The President shall arrange for and coordinate all meetings of the Board, including those pertaining to the scholarship fund and establishing committees to award such scholarships annually. The President shall preside over all Board meetings. The President’s determination of all procedural issues shall govern. However, any member of the Board can move that the decision of the President be overturned. Upon receiving a second, a majority vote of the members present shall govern. Section IV. The Vice-President shall preform the duties of the President in the absence of the President and be responsible for scholarship committee. Section V. The Secretary shall record attendance at all meetings; take the minutes of all meetings; keep a list of the membership together with their addresses; conduct the correspondence of the Corporation. Section VI. The Treasurer will keep and maintain the financial records of the Corporation. The Administrative Manager shall provide a monthly statement for reconciliation for accounts. Article IV. Executive Board Section I. The Executive Board shall consist of the Officers and committee chairpersons. The Parks and Recreation Director shall serve as a non-voting ex-Officio member of the Executive Board. Section II. The Executive Board shall lay out general plans of activities for the Corporation and see that these plans are carried out. Section III. Meetings of this Board shall be held at the call of the President, upon written requests of PARD Staff of the Board, or upon the request of any two Board members. Section IV. The Executive Board shall fill vacancies in elected offices for the unexpired term. Section V. A majority of the Executive Board shall constitute a quorum. V. Members Section I. The number of Board members shall never be less than three (3) nor more than ten (10). Section II. The members shall be elected or appointed by the City of Grapevine City Council, and shall serve two year terms from the date of appointment. Applicants and nominees to the Board shall complete an Application for membership. Section III. The Director of Parks and Recreation shall be a non-voting ex-Officio member of the Board. Section IV. Any Board member, including any Officer, may be removed by the City of Grapevine City Council. VI. Committees Section I. The President shall have the authority to appoint committee chairpersons and members. The committee chairpersons shall become members of the Executive Board upon their appointment. As members of the Board, they are entitled to vote on the business conducted by the Board. Section II. The following committees may be appointed annually: 1. Fund-raising – plans and coordinates all money-making projects and other projects the group may undertake. 2. Scholarships – Solicits local schools for students to participate in the annual scholarship program for GBS. This committee will award up to $6,000 per year for qualified students in these 3 categories: baseball, softball and in association with GBS. 3. Nominating- The Nominating Committee shall include the Executive Director and the Committee shall be charged to find and nominate proposed members to the Board. 4. Other – special projects may arise for which a special committee may be appointed. Article VII. Meetings Section I. General meetings will be held three (3) times each year. Section II. The President shall call any special meetings when necessary. Section III. Notice of any meeting shall be provided to all Officers and members. Article VIII. Quorums and Amendments Section I. A majority of the members of the Board shall constitute a quorum provided two Officers are present. Section II. This constitution may be amended by vote of two-thirds of the voting members present at any general meeting, provided that advance notice of the proposed amendment has been made available through the department administration office in the REC of Grapevine by the Secretary at least ten days prior to any business meeting. Article IX. Monies Section I. All funds of the Corporation shall be timely deposited in the Corporations bank account at a federally insured banking institution. Section II. Use of Corporation funds shall be limited to the purposes described in Article II herein. Section III. The Corporation shall prepare an annual budget, and upon approval of the Board, shall be submitted to the Director of Parks and Recreation for final approval. Section IV. In case of dissolution of the Corporation, the assets remaining after payment of all debts shall be disposed of in accordance with current IRS regulations and consistent with the purposes in Article II. Section V. The scholarship fund monies are to be accounted for separately from the Raffle payment fund. The Raffle Fund will be used to help pay for Oak Grove Baseball Fields complex projects or surrounding Parks associated with baseball and softball. The scholarship funds will be used to help fund college scholarships for students who have been active in Grapevine Youth Baseball or Softball. Article X. Amendments Section I. These bylaws may be amended, repealed, or added to, or new bylaws may be adopted, by the affirmative vote of three-fourths (3/4) of the Board members present at a meeting, provided that such bylaws are approved by the City of Grapevine City Council. Article XI. Effective Date Section I. These bylaws became effective on the date of approval by the City of Grapevine City Council as provided for in Article X herein. IN WITNESS WHEREOF, we have hereunto set our hands this _____ day of ______, 2023. APPROVED: ________________________________ Board Chair ATTEST: __________________________ Board Secretary