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HomeMy WebLinkAboutRES 2005-048 RESOLUTION NO. 2005-48 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS, AMENDING THE RESOLUTIONS AUTHORIZING THE CREATION AND GOVERNANCE OF THE OPERATION OF THE GRAPEVINE HERITAGE FOUNDATION (THE FOUNDATION) BY AMENDING THE COMPOSITION OF THE ADVISORY BOARD; AND DECLARING AN EFFECTIVE DATE OF OCTOBER 11, 2005 WHEREAS, the Grapevine Heritage Foundation (the Foundation) (initially referred to as the Historic Preservation and Cultural Resources Foundation) was authorized for creation and operation pursuant to City Council Resolution No. 90-17 approved June 5, 1990; and WHEREAS, subsequent to the charter for a non-profit corporation being issued by the Texas Secretary of State's Office on July 18, 1991 and adoption of original by- laws, the City and the Foundation entered into an agreement dated December 17, 1991 concerning the operation of the Foundation and the City Council approved Resolutions Nos. 92-35, 95-15, 98-30, and 2003-20 altering the make-up of the Foundation Advisory Board; and WHEREAS, the City has provided personnel, funding, and office space for the Foundation since its inception; and WHEREAS, the City, after consultation with the Foundation Advisory Board believes it is in the best interest of the citizens, the City and the Foundation that certain additional changes be made as to the make-up of the Foundation Advisory Board. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Grapevine, Texas: Section 1. That all matters stated in the preamble are found to be true and correct and are incorporated herein in their entirety. Section 2. That Section 4 of Resolution No. 90-17, and as amended by Resolution No. 92-35, Resolution No. 95-15, Resolution No. 98-30, and Resolution No. 2003-20, is hereby amended in its entirety to read as follows: "Section 4. The Grapevine Heritage Foundation shall be governed by the following criteria: a. The Advisory Board shall consist of thirteen (13) members, one of whom shall be the Director of Development Services and two (2) who shall g represent area businesses regardless of residency. b. All members shall have a demonstrated interest in the preservation and the restoration of Grapevine heritage and historic structures through festivals and cultural events. c. All thirteen (13) members shall be appointed by the City Council for two (2) year terms, with one of the members being a member of the City Council. The Director of Development Services' initial appointment shall be effective as of October 11, 2005. All other eleven (11) members shall continue for the term previously appointed to, nine (9) shall be residents of the City of Grapevine and two (2) shall be area business owners, regardless of residency, and shall serve at the will of the City Council. d. The City Manager, or his designee, is hereby appointed the Chief Executive Officer (CEO) of the Foundation. The City Manager's duties and responsibilities as the CEO are governed by the City Charter, City ordinances, City Council and Foundation Advisory Board directives. e. The Chairman of the Board shall be appointed by the Mayor and confirmed by the City Council for a one (1) year term. f. Seven (7) members of the Board shall constitute a quorum. The Board shall act on the vote of a majority of those members present. g. The Board shall meet monthly. The Chairman of the Board and the CEO each may call special meetings. h. Ex-Officio non-voting members are the Director of Public Works, the Executive Director of the Convention and Visitors Bureau and a member of the Grapevine Historical Society appointed by the City Council. (1) The Foundation Advisory Board may appoint such other persons as it deems appropriate to serve as ex-officio Directors. Each ex- officio Director appointed to the Foundation Advisory Board shall serve at the will of said Board. No ex-officio Director shall have the right to vote. i. The by-laws, and any amendments thereto, and the Articles of Incorporation, and any amendments thereto, shall be approved in writing by the City Council and the Foundation Advisory Board. j. The Foundation may not be dissolved without the written approval of the fi City Council and the Foundation Advisory Board. RES. NO. 2005-48 2 k. The Foundation's proposed annual budget shall be reviewed and approved by the City Council concurrently with the City's annual budget. All amendments to said Foundation budget shall be approved by the City Council and the Foundation Advisory Board. Separate bank accounts shall be opened and maintained for and on behalf of the Foundation by the City. The Foundation shall comply with all financial reporting, expenditure and investment requirements of the City including purchases, contracts, sales invoices and audits. The City Manager shall be a cosigner of all Foundation checks. m. All leases, subleases, purchases, and sale of real and personal property, loans and financial commitments shall be approved in writing by the City Council and the Foundation Advisory Board. n. A Property Committee shall be created by the Foundation Advisory Board and shall advise the CEO on pending issues regarding the management and use of Foundation property. o. The City and the Foundation shall enter into a contract concerning the CEO, City Staff, City property and City funds being made available for utilization by the Foundation. p. The Foundation shall comply with the Texas Public Information Act and the Texas Open Meetings Act. q. The City and the Foundation shall take no action that jeopardizes the Foundation's Tax Exempt 501(c) 3 and non-profit corporation status and both entities shall verify that all required reports and necessary reports are timely filed." Section 3. That this resolution respectfully be submitted to the Grapevine Heritage Foundation for inclusion in its by-laws. Section 4. That this Resolution shall take effect as of October 11, 2005. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 11th day of October 2005. APPROVED: William D. Tate Mayor RES. NO. 2005-48 3 ATTEST: Lin a Huff City Secretary APPROVED AS TO FORM: Matthew Boyle City Attorney RES, NO. 2005-48 4