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HomeMy WebLinkAboutRES 2017-046 RESOLUTION NO. 2017-046 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS APPROVING THE FIRST 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, Grapevine Baseball Association (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, the Amended Articles of Incorporation and new Bylaws rename the Association as Friends of Grapevine Baseball and Softball; and WHEREAS, the Amended Articles of Incorporation and new Bylaws provide that the Association's Board and its officers will be appointed by the City of Grapevine City Council; 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 - Mike Richmond Vice-President - Abner Rodriguez Secretary - Frances Jensen Treasurer - Christian Ross Board Members - The Director of Parks and Recreation shall be a voting 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 16th day of May, 2017. APPROVED: William D. Tate Mayor ATTEST: GRAPE 2 Tara Brooks City Secretary * �* * APPROVED AS TO FORM: John F. Boyle, Jr. City Attorney Resolution No. 2017-046 2 EXHIBIT "A" FIRST AMENDED ARTICLES OF INCORPORATION OF FRIENDS OF GRAPEVINE BASEBALL AND SOFTBALL (formerly known as Grapevine Baseball Association) 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 NAME The name of the Corporation is Friends of Grapevine Baseball and Softball (the "Corporation"). The Corporation was previously known as the Grapevine Baseball Association. ARTICLE II NONPROFIT CORPORATION 1. The Corporation is a nonprofit 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 Corporation, or 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, or otherwise attempting,to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. 1 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 in Section 4941(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent tax laws. 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 federal 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. L 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 amended, or by an organization contributions to which are deductible under Section 170(c)(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 exclusively 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 qualify 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. 2 EXHIBIT "A" ARTICLE III DURATION The period of the Corporation's duration is perpetual. ARTICLE IV PURPOSE OF CORPORATION 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 an association with Grapevine Baseball or Softball. ARTICLE V REGISTERED OFFICE AND REGISTERED AGENT The mailing address of the Corporation is P.O. Box 1732, Grapevine, Tarrant County, Texas. The name of its agent at such address is Kevin Mitchell. ARTICLE VI DIRECTORS The number of directors shall never be less than three(3)nor more than ten(10),as established by the Corporation's Bylaws. The directors shall be elected or appointed by the City of Grapevine City Council, and shall serve such terms as stated in the Corporation's Bylaws. The Director of Parks and 3 Recreation shall be a voting member of the Board. The Officers of the Corporation shall be thePresident, L Vice-President, Secretary, and Treasurer. . The Officers shall be named and appointed by the City of Grapevine City Council upon a recommendation from the Director of Parks and Recreation. ARTICLE VII AMENDMENT OF ARTICLES OF INCORPORATION 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 cause any benefit to inure to any officer, director, incorporator or member. ARTICLE IX DISSOLUTION In the event of a voluntary or involuntary dissolution of the Corporation, the assets, after 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 corresponding 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. IN WITNESS WHEREOF, we have hereunto set our hands this th day of May, 2017. APPROVED: Board Chair ATTEST: 4 EXHIBIT "A" Board Secretary I I 5 By Laws of Friends of Grapevine Baseball and Softball 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 organization 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 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 Directors present shall govern. Section IV. The Vice-President shall perform 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 organization. Section VI. The Treasurer will keep and maintain the financial records of the organization. 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 member of the Executive Board. Section II. The Executive Board shall lay out general plans of activities for the organization and see that these plans are carried out. Friends'Constitution As of October 12,2006 Edition Page 2 Section III. Meetings of this Board shall be held at the call of the President, upon written request of L 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. DIRECTORS Section I. The number of directors shall never be less than three (3) nor more than ten (10), as established by the Corporation's Bylaws. Section II. The directors shall be elected or appointed by the City of Grapevine City Council, and shall serve two year terms from the date of appointment. Section III. The Director of Parks and Recreation shall be a voting member of the Board. Section IV. Any Director, 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. L 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 $3,000 per year for qualified students in these 3 categories: baseball, softball and in association with GBS. 3. 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 directors. 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 fany general meeting, provided that advance notice of the proposed amendment has been made ir. Friends'Constitution As of October 12,2006 Edition Page 3 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 kept separate 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 L the affirmative vote of three-fourths (3/4) of the Directors 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 th day of April, 2017. APPROVED: Board Chair ATTEST: Board Secretary