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HomeMy WebLinkAboutItem 09 - Aquarium Development CorporationITEM 0 ----- MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: ROGER NELSON, CITY MANAGER MEETING DATE: MARCH 23, 2004 SUBJECT: AMEND RESOLUTION NO. 2004-08 AQUARIUM DEVELOPMENT CORPORATION OF GRAPEVINE BYLAWS RECOMMENDATION Consider a resolution amending Resolution No. 2004-08 that created the Aquarium Development Corporation of Grapevine (ADCG) by amending the Bylaws of the ADCG relative to the appointment of the treasurer. BACKGROUND On February 23, 2004, the Board of the Aquarium Development Corporation of Grapevine (ADCG) met to organize. During discussion of the bylaws, it was the consensus of the Board that Article III Officers, Section 3.2 be amended to reflect that the treasurer of the ADCG be designated by a majority of the Board and need not be a Director. The bylaws, as adopted by the ADCG Board, are attached with the deletion shown as a strike through and the addition underlined. /I h March 18, 2004 9:10AM 0 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS AMENDING RESOLUTION NO, 2004-08 THAT CREATED THE AQUARIUM DEVELOPMENT CORPORATION OF GRAPEVINE RELATIVE TO AMENDING THE BYLAWS AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the "Council"), as the governing body of the City of Grapevine, Texas (the "City"), adopted Resolution No. 2004-08 on February 17, 2004 creating the Aquarium Development Corporation of Grapevine ("ADCG"); and WHEREAS, at the February 23, 2004 organizational meeting of the Board of the ADCG, the Board voted to amend the Bylaws, Article III Officers, Section 3.2 to reflect that the treasurer of the corporation would be designated by a majority of the Board and need not be a Director; and WHEREAS, the meeting at which this Resolution has been considered was open to the public as required by law, and public notice of the time, place, and subject of the meeting has been given in accordance with Chapter 551, Government Code; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: SECTION 1. That the findings and declarations contained in the preamble of this Resolution are hereby incorporated as part of this Resolution. SECTION 2. That the ADCG Bylaws, Article III Officers, Section 3.2 be amended to read as follows: "SECTION 3.2. Appointment, Term, Removal Vacancy of Offices Each officer shall continue to serve until his/her successor is appointed and assumes office. The president of the Corporation shall be the Mayor of the City, or, if the office of Mayor is vacant, the Mayor Pro -Tem of the City shall be the president. The vice president of the Corporation shall be the Director, other than the president, who has the longest period of uninterrupted service as a Director. T4 -+e tFeasuFer of the GeFperation shall be the I)ireGtE)F, etheF than the pFesident and . The treasurer and secretary shall be designated by a majority of the Board and need not be a Director." SECTION 3. That this resolution shall take effect immediately upon its adoption. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 23rd day of March, 2004. ATTEST: RES. NO. 2 BYLAWS �.� of AQUARIUM DEVELOPMENT CORPORATION OF GRAPEVINE ARTICLE I POWERS AND OPERATIONS IN GENERAL SECTION 1.1. Powers of Corporation The Aquarium Development Corporation of Grapevine (the "Corporation") shall have all of the powers and authority granted to non-profit corporations under the Texas Non -Profit Corporation Act, TEX, REV. CIV. STAT. ANN. Art. 1396 (Vernon 1997), as amended (the "Act"). The Corporation shall have all powers authorized under law to (a) acquire or sell, finance, develop, and/or operate an aquarium project, including any related facilities (the "Aquarium") to be located in or near the Grapevine Mills Mall; or (b) change the use of the Aquarium to any other use deemed appropriate by the Corporation. SECTION 1.2. Records. The Corporation shall keep complete corporate and financial records and minutes of the proceedings of its board of directors (the "Board") and of committees (if any) of the Board in accordance with applicable law. The records and minutes shall be made available for inspection at all reasonable times by any member of the Board (any member, a "Director") or by the Director's authorized agent or by any authorized representative of the City of Grapevine (the "City"). SECTION 1.3. Regulations. The Corporation, by action of the Board, may promulgate regulations (the "Regulations") governing the Corporation's operation. The Regulations shall not conflict with, and shall be subject to, these Bylaws and the Corporation's Articles of Incorporation (the "Articles"). SECTION 1.4. Staffing Functions. Staff functions of the Corporation may be performed by employees of the City, under the direction of the City Manager, subject to payment by the Corporation of the actual costs of the staff functions to be performed, as from time to time may be billed to the Corporation by the City. The Corporation shall pay the bills upon receipt (or as promptly thereafter as practicable) from any of its funds available for the payment. SECTION 1.5. Management of Aquarium. With respect to the management by the Corporation of the Aquarium or any other facilities derived from or related thereto, the City Manager shall serve as the "chief operating officer" and shall exercise all powers and be responsible for the performance of all duties as directed by the president. As the chief operating officer of the Corporation, the City Manager may exercise any powers duly delegated by the president and such other powers as are duly authorized from time to time by the Board. ARTICLE H BOARD OF DIRECTORS SECTION 2.1. Management of Corporation. The Board is responsible for the management of the Corporation. SECTION 2.2. Number, Appointment, Term Disqualification and Removal of Directors The Board shall consist of seven Directors. The Directors constituting the initial Board are those specified in the Articles, and each such Director shall be entitled to serve as a Director as long as such person remains a member in good standing of the City Council of the City. To be eligible to be a Director, a person must be a sitting member in good standing of the City Council of the City. If a Director ceases to be a member in good standing of the City Council, such Director shall be deemed to have resigned as a Director as of the moment such person ceases to be a member in good standing of the City Council. Upon becoming a member in good standing of the City Council of the City, such member shall be deemed to have been appointed as a Director as of the moment such person becomes a member of the City Council. The term of each Director shall be coextensive with such person's term as a member in good standing of the City Council. SECTION 2.3. Meetings of Directors. (a) The Board may hold its meetings at any place designated (from time to time) by the Board. In the absence of any designation, meetings shall be held at the principal office of the Corporation. Regular meetings of the Board shall be held at such times and places as designated by resolution of the Board. A special meeting of the Board shall be held whenever called by the president or the Cecretary of the Corporation or by the Board at the time arid place specified by the authority calling the special meeting. Any matter that may be acted upon by the Board at a regular meeting may be acted upon at a special meeting. (b) Except as otherwise provided by law, notice to Directors of a regular meeting is not required. Notice of the time and place of each special meeting shall be given to each Director (either by personal delivery, United States mail, telephone, or telecopy) not later than 24 hours in advance of the meeting. Notice of any Board meeting to persons other than Directors shall be given if and to the extent required by law. (c) Attendance of a Director at a meeting shall constitute a waiver by the Director of the notice of meeting, unless the Director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A waiver of a notice in writing, signed by any person entitled to notice (whether before or after the time for giving the notice) shall be deemed to be the equivalent to the giving of notice. SECTION 2.4. Quorum, A majority of the number of Directors fixed by these bylaws as constituting the Board shall constitute a quorum for the transacting of the business of the Corporation. The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board except as otherwise required by law or by these Bylaws or the Articles. SECTION 2.5. Order of Business. The Board shall consider the matters before it in such order as the Board may determine. SECTION 2.6. Committees. The Board, by resolution adopted by a majority of the Directors in office, may designate one or more committees that, to the extent provided in the resolution, shall have the authority of the Board in the management of the Corporation. Each committee shall consist of two or more Directors. Committees that do not have the authority of the Board in the management of the Corporation may be designated by resolution of the Board or by the president of the Corporation, and membership on any committee need not be limited to Directors. O:\Aquarium\B ylaws 2 SECTION 2.7 Compensation of Directors. Directors are not entitled to receive any compensation for their services as Directors, except for reimbursement of their actual expenses incurred in the performance of their official duties. ARTICLE III OFFICERS SECTION 3.1. Office Titles. The officers of the Corporation shall be a president, a vice president, a secretary, a treasurer, and such other officers as the Board may from time to time appoint. SECTION 3.2. Appointment, Term Removal Vacancy of Offices Each officer shall continue to serve until his/her successor is appointed and assumes office. The president of the Corporation shall be the Mayor of the City, or, if the office of Mayor is vacant, the Mayor Pro - Tem of the City shall be the president. The vice president of the Corporation shall be the Director, other than the president, who has the longest period of uninterrupted service as a Director. The treasurer and secretary shall be designated by a majority of the Board and need not be a Director. SECTION 3.3 President. The president shall preside at all meetings of the Board. The president is the chief executive officer of the Corporation and, subject to the control of the Board, shall have general charge and supervision of the management of the affairs of the Corporation. The president shall cause all orders and resolutions of the Board to be put into effect. The president shall sign and execute all legal documents and instruments in the name of the Corporation when authorized to do so by the Board, except when the signing and execution thereof is delegated by the Board to some other officer or to an agent of the Corporation. SECTION 3.4. Chief Operating Officer. The chief operating officer shall, upon the due authorization of the president, discharge the powers and duties of the president and shall perform such additional duties as may be assigned from time to time by the Board. SECTION 3.5. Vice -President. The vice-president shall, in the event of the absence or disability of the president, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be assigned from time to time by the Board. SECTION 3.6. Secretary. The secretary shall have charge of the records and correspondence of the Corporation under the direction of the president. The secretary is responsible for the giving of notice of meetings of the Board, and the secretary shall attend the Board meetings and shall take and keep minutes of, and record all votes cast at, the meetings. The secretary shall discharge such other duties as may be assigned from time to time by the president or the Board. SECTION 3.7. Treasurer. (a) To the extent not otherwise provided in any resolution of the Board relating to the issuance of bonds or other obligations of the Corporation or to instruments authorized by Board to provide security therefor, the treasurer shall have the custody of all the funds and securities of the Corporation and shall deposit them to the credit of the Corporation in such banks or other depositories as the Board may designate. \\CHDN\DATA3\DATA\CITY_SEC\Aquarium\Byla3vs (b) The treasurer shall keep proper books of account and other records showing at all times the amount of the funds and other property belonging to the Corporation and of all receipts truments drawn on or payable out of the and disbursements of the Corporation. The treasurer ins shall, under the direction of the Board, disburse all money and sign all checks and other funds of the Corporation and shall also make such transfers and other dispositions of the securities of the Corporation as may be ordered by the Board. ed from ime (c) The treasurer shall also discharge such additional f required to dos o bylthne Board. The to time by the Board. The treasurer shall give bond y treasurer shall render to the president and to the Directors u on account of all transactions of the treasurer and of the financial condition of the Corpora p itled to receive any SECTION 3.8. Com ensation of officers fOfreimbursement officers are not tthe r actual expenses compensation for their services as officers, exceptrovided that, the secretary shall be incurred in the performance of their official duties; p compensated for services rendered. ARTICLE N MISCELLANEOUS PROVISIONS aking Effect. These Bylaws shall take effect upon their SECTION 4.1. Time for T,.= - adaption by the Board. SECTION 4.2. Resinatlon• Any Director or any officer of the Corporation may resign at any time. A resignation shall be made by written instrument and shall take effect at the time specified therein or, if no time is so specified, at the time of its receipt by the president or the p oration. The acceptance of a resignation is not necessary to make it effective secretary of the Corp unless expressly so provided in the instrument of resignation. SECTION 4.3. Fiscal l Year• The fiscal year of the Corporation shall be the annual period determined by resolution of the Board. SECTION 4.4. Seal. The official seal of the Corporation shall be as determined by the oration Board. The seal shall not be necessary to the iprop proper fi d by the Board. execution by the officers of the Corp of any document or in unless otherwise p e Corporation shall comply with the following SECTION 4.5. S ecial Reguirements. Th special requirements: its books and records separate and apart from any (a) The Corporation shall maintain other legal entity. Corporation shall not commingle its assets with the assets of any other legal (b) The entity. shall maintain financial records separate from any other legal (c) The Corporation entity. 4 O:\Aquarium\Bylaws (d) The Corporation shall maintain an "arm's-length" relationship with all other legal entities except as it otherwise required or permitted by law. (e) The Corporation shall pay the salaries of its own employees. me SECTION 4.6. Amendments• filch amendment shall not take effect until approved byhese Bylaws may be amended at any time, and from the to time, by resolution of the Board, governing body of the City. SECTION 4.7. Interpretation. These Bylaws shall be liberally construed to effect the purposes of the Corporation. If any part of these Bylaws is ruled invalid by a court of competent jurisdiction, the remainder of these Bylaws shall remain in effect to the fullest extent possible under the application of the ruling.References these Be requires) he singular number shall include the plural and vice versa (unless the context O:\Aquarium\B ylaws