HomeMy WebLinkAboutResolution No. 2011-076CITE' OF T COLONY, TEXAS
SOLUTION NO. 2011-476
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, APPROVING BYLAWS FOR THE COLONY LOCAL
DEVELOPMENT CORPORATION; AND CONTAINING FINDINGS AND
OTHER PROVISIONS ELATING TO THE SUBJECT; AND
PROVIDING FOR AN EF'F'ECTIVE DATE.
WHEREAS, Subehapter D of Chapter 431, as amended, Texas Transportation Code
("Chapter 431 authorizes the creation and organization. of public, non-profit local government
corporations to act as a duly constituted authority of a city to aid and assist the city in the
performance of one or more governmental functions; and
WHEREAS, Chapter 431 requires a local government corporation to be created pursuant
to the provisions of Chapter 394, as an- ended, Texas Local Government Code ("Chapter 394"),
and requires a local government corporation's articles of incorporation be in the form and be
executed, approved, and filed in the manner prescribed by Chapter 394; and
WHEREAS, on November 8, 2011, the City Council of the City of The Colony, Texas,
approved Resolution No. 2011-075, approving articles of incorporation for The Colony Local,
Development Corporation; and
WHEREAS, on November 2011, the Texas Secretary of State's office
approved the articles of incorporation for The Colony Local Development Corporation; and
WHEREAS, on November 1.5, 2011, the Board of Directors of The Colony Local
Development Corporation approved the Bylaws of The Colony Local Development Corporation,
a copy of which is attached hereto as Exhibit A; and
WHEREAS, Section 431.101 of the Texas Transportation Code provides the authority
for the City Council of the City of The Colony, Texas, to approve by resolution the Bylaws of
The Colony Local Development Corporation, a copy of which is attached hereto as xhihit A;
and
WHEREAS, the City Council of the City of The Colony, Texas, finds and determines
Bylaws of The Colony Local Development Corporation, a copy of which is attached hereto as
E'xhihit A, will aid and act on behalf of the City of The Colony, Texas, to accomplish
governmental purposes of the City of The Colony, Texas; and
WHEREAS, the City Council of the City of The Colony, Texas, hereby finds and
determines that the adoption of this Resolution is in the best interests of the citizens of the City.
NOW THEREFORE, E I SOLVED B THE CITE' COUNCIL OF THE CITE'
OF THE COLONY, TEXAS, THAT:
SECTION 1. Each and every one of the recitals, findings, and determinations contained in
the preamble to this Resolution are incorporated into the body of this Resolution as if fully set forth
herein and are hereby found and declared to be true and correct legislative findings and are adopted
as part of this Resolution for all purposes.
SECTION 2. The City Council hereby approves the Bylaws of The Colony Local
Development Corporation, a copy of which is attached hereto as Exhibit A, and is incorporated
herein for all purposes.
SECTION . If any section, article paragraph, sentence, clause, phrase or word in this
Resolution, or application thereto to any persons or circumstances, is held invalid or
unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this Resolution; and the City Council hereby declares it would have
passed such remaining portions of this Resolution despite such invalidity, which remaining portions
shall remain in full force and effect.
SECTION 4. This Resolution shall become effective from and after its date of passage
in accordance with law.
PASSED D APPROVED BY THE CITE' COUNCIL OF THE CITY OF THE
COLONY, TEXAS, THIS THE 151h clay of NOVEMBER, 2011.
ATTES;
'stie Wilson, City Secretary
APPF :)V ED AS TO FORM:
°Jeff Moor City Attorney
Page 2
Exhibit A
Bylaws
of
The Colony Local Development Corporation
Page 3
BYLAWS
O
THE COLON' LOCAL DEVELOPMENT CORPORATION
A Texas Local Government Corporation
Date of Adoption. November 15, 2011
95264420.7%111085133
TABLE OF CONTENTS
Page
ARTICLE I
PURPOSES AND POWERS
I
Section 1.
Purpose
I
Section 2.
For.nation
I
Section 3.
Powers
I
Section 4.
Nonprofit Corporation ...............................................................................1
ARTICLE II
BOARD OF DIRECTORS
2
Section 1.
Appointment, Classes, Powers, Number, and Term of Office
2
Section 2.
Meetings of Directors
2
Section 3.
Annual Meetings
3
Section 4.
Regular Meetings
3
Section 5.
Special and Emergency Meetings
3
Section 6.
Quorum and Action of the Board
3
Section 7.
Participation by Conference Telephone
3
Section 8.
Conduct of Business
4
Section 9.
Compensation of Directors
4
Section 10.
Director's Reliance on Consultant Information
4
ARTICLE III
OFFICERS
...........4
Section 1.
Titles and Tenn of Office
4
Section 2.
Powers and Duties of the Chairperson........................................... .
5
Section 3.
Powers and Duties of the Vice Chairperson
5
Section 4.
Treasurer
5
Section 5.
Secretary
5
Section 6.
Officer's Reliance on Consultant Information
5
ARTICLE IV
MISCELLANEOUS PROVISIONS 6
Section 1.
Fiscal Year .................................................................................................6
Section 2.
Notice and Waiver of Notice
6
Section 3.
Resignations
6
Section 4.
Gender
6
Section 5.
Appropriations and Grants
6
95264420,711108583
_i_
TABLE OF CONTENTS
(continued)
Page
ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
6
Section 1.
Right to Indemnification
6
Section 2.
Advance Payment
7
Section 3.
Indemnification of Employees and Agents
7
Section 4.
Appearance as a Witness
7
Section 5.
Non-exclusivity of Rights
7
Section 6.
Insurance
8
Section 7.
Notification
8
Section 8.
Savings Clause
8
ARTICLE VI
CODE OF CONDUCT
8
ARTICLE VII
AMENDMENTS...
8
ARTICLE VIII
CONFLICTS
9
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BYLAWS
Of
THE COLONY LOCAL DEVELOPMENT CORPORATION
ARTICLE I
PURPOSES AND POWERS
Section 1. Purpose. The Colony Local Development Corporation (the
"Corporation") is organized for the purposes set forth in Article IV of its Articles of
Incorporation, as the same may be amended from time to time, with such purposes to be
accomplished on behalf of the city of The Colony, Texas (the "City") as the City's duly
constituted authority and instrumentality in accordance with the Subchapter D of Chapter 431,
Texas Transportation Code, as amended (the "Act"), and other applicable laws.
Section 2. Formation. The Corporation is formed pursuant to the provisions of the
Act, and, to the extent provided by the Act, Chapter 394, Texas Local Government Code, as
amended (the "Local Government Code"), which authorizes the Corporation to assist and act on
behalf of the City and to engage in activities in the furtherance of its authorized purposes.
Section 3. Powers. The Corporation shall have and exercise all of the rights, powers,
privileges, authority, and functions given by the general laws of the State to nonprofit
corporations incorporated under the Act including, without limitation, all powers not in conflict
with the Act granted to domestic nonprofit corporations by the Texas Nonprofit Corporation
Law, as defined by Section 1.008 of the Texas Business Organizations Code, to the extent
necessary to carry out its authorized purposes, including, but not limited to, the power to acquire
land and enter into a sale, loan, lease, grant, transfer, trust, operating, or other agreement as
authorized by the Act.
The Corporation shall have all other powers of a like or different nature not prohibited by
law which are available to non-profit corporations in the State and which are necessary or useful
to enable the Corporation to perform its authorized purposes, including the power to issue bonds,
notes or other obligations, and otherwise exercise its borrowing power to accomplish its authorized
purposes, provided that the Corporation shall not issue bonds or notes without the consent of the City
Council of the City (the "City Council").
The Corporation is created as a local government corporation pursuant to the Act and
shall be a governmental unit within the meaning of Section 101.001, as amended, Texas Civil
Practice and Remedies Code. The operations of the Corporation are governmental and not
proprietary functions for purposes of the Texas Tort Claims Act, as amended, Chapter 141,
Texas Civil Practice and. Remedies Code.
Section 4. Nonprofit Corporation. The Corporation shall be a public, nonprofit
corporation, and no part of its net earnings remaining after payment of its bonds and expenses
shall inure to the benefit of any person other than the City.
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ARTICLE Il
BOARD OF DIRECTORS
Section 1. Appointment, Classes, Powers, Number, and Term of Qffee. All powers
of the Corporation shall be vested in the Board of Directors (the "Board'). The Board shall
consist of nine (9) persons who shall have the qualifications contained in the Articles of
Incorporation. Directors of the Corporation ("Director" or "Directors") shall be appointed to the
Board by the City Council. The terra of service for a Director other than an initial Director,
whose initial term is specified in Article XII the Corporation's Articles of Incorporation, is two
(2) years. Each Director shall serve for the terra for which he or she is appointed and until his or
her successor shall have been appointed or until his or her earlier death, resignation, retirement,
disqualification, or removal. Any Director whose terra shall have expired may be appointed to
succeed himself/herself. The City Council may, by resolution, remove one or more Directors,
with or without cause, and may appoint a new, qualified Director or Directors to fill the
remainder of the term. The directors constituting the initial Board shall be those directors named.
in the Articles of Incorporation. Successor directors shall have the qualifications and shall be
appointed to the terms set forth herein. In case of a vacancy in the Board through death,
resignation, disqualification, or other cause or incapacity, a successor to hold office shall be
appointed by the City Council. Subject to the approval of the City Council, the Board may
increase or decrease the number of the persons who make up the Board; provided, however, that
such number shall never be less than five (5).
Notwithstanding any of the foregoing provisions, prior to the first issuance of bonds by
the Corporation, the City Council shall replace the two members of the initial board whose terms
expire on December 31, 2011 with persons who have at least one of the following qualifications:
(a) is a person who owns property within the Tax Increment Reinvestment Zone
Number One, The City of the Colony (the "Zone");
(b) is a partner of a partnership that owns property in the Zone;
(c) is a shareholder, director, or officer of a corporation that owns property in the
Zone;
(d) is a person who is a member, manager, or officer of a limited liability company
that owns property in the Zone; or
(e) is a person who is a member, manager or officer of a limited liability company
that is a partner of a partnership that owns property in the Zone.
In accordance with the Act, at all times a majority of the Directors on the Board shall
reside within the City. The City Council may, by resolution, remove one or more of the
Directors, with or without cause. The City Council may appoint a new, qualified Director or
Directors provided at least two of the nine Directors are qualified based on the ownership criteria
described above.
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The Chairperson/President of the Board (the "Chairperson") shall be appointed by the
City Council.
Section . Meetings of Directors. The Directors may hold their meetings and may
have an office and beep the books of the Corporation at such place or places within the City as
the Board may from time to time determine; provided, however, in the absence of any such
determination, such place shall be the registered office of the Corporation in the State.
The Board shall meet in accordance with and file notice of each meeting of the Board for
the same length of time and in the same manner and location as is required of a City under
Chapter 551, as amended, Texas Government Code (the "Open Meetings Act"). The
Corporation., the Board, and any committee of the Board exercising the powers of the Board are
subject to Chapter 552, as amended, Texas Government Code (the "Texas Public Information
Act"). The City Secretary has the primary responsibility for carrying out the duties required by
the Texas Public Infonnation Act, and is hereby designated the public information coordinator
for purposes of the Texas Public Information Act.
Section 5. Annual Meetings. The annual meeting of the Board shall be held during
the month of August of each year. The Board shall designate the time and the location of the
annual meeting which shall be within the City.
Section 4. Regular Meetings. Regular meetings of the Board shall be held at such
times and places as shall be designated, from time to time, by resolution of the Board.
Section 5. Special and Ernerggency Meetings. Consistent with the Open Meetings
Act, special and emergency meetings of the Board shall be held whenever called by the
Chairperson, the Secretary of the Board, or by a majority of the Directors who are serving duly
appointed terms of office at the time the meeting is called. The Secretary of the Board shall give
notice of each special meeting in person, by telephone, telecopier, mail, electronic mail or
telegraph at least two (2) hours before the meeting to each Director. Notice of each emergency
meeting shall also be given in the manner required of the City under Section 551.045 of the
Texas Open Meetings Act. Unless otherwise indicated in the notice thereof, any and all matters
pertaining to the purposes of the Corporation may be considered and acted upon at a special or
emergency meeting. At any meeting at which every Director shall be present, even though
without any notice, any matter pertaining to the purposes of the Corporation may be considered
and acted upon to the extent allowed by the Texas Open Meetings Act.
Section 6. Quorum and Action of the Board. A simple majority of the Board shall
constitute a quorum for the consideration of matters pertaining to the purposes of the
Corporation. If at any meeting of the Board there is less than a quorum present, a majority of
those present may adjourn the meeting from time to time. The act of a majority of the Directors
present and voting at a meeting at which a quorum is in attendance shall constitute the act of the
Board, unless the act of a greater number is required by law, by the Articles of Incorporation, or
by these Bylaws.
A Director who is present at a meeting of the Board at which any corporate action is
taken shall be presumed to have assented to such action, unless his or her dissent shall be entered
95264420.7/11108583 -3-
in the minutes of the meeting or unless he or she shall file his or her written dissent to such
action with the person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the Board immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in
favor of the action.
Section 7. Participation by Telephone Conference and Videoconference. In
accordance with the Open Meetings Act, members of the Board or members of any committee
designated by the Board may participate in and hold a mecting of the Board or such committee
by means of telephone conference, video conference or similar communications equipment to the
same extent as a governmental body within the meaning of the Open Meetings Act, and
participation in such a meeting shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened. Notice of such
meeting shall be given in accordance with the Open Meetings Act.
Section 8. Conduct of Business. At the meetings of the Board, matters pertaining to
the purposes of the Corporation shall be considered in such order as from time to time the Board
may determine. At all meetings of the Board, the Chairperson shall preside, and in the absence
of the Chairperson, the Vice Chairperson shall preside. In the absence of the Chairperson and the
Vice Chairperson, a chairperson shall be chosen by the Board from among the Directors present.
The Secretary of the Board shall act as secretary of all meetings of the Board, but in the absence
of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting.
Section 9. Compensation of Directors. Directors, as such, shall not receive any
salary or compensation for their services as Directors. However, Directors shall be reimbursed
for their actual expenses incurred in the performance of their official duties as Directors.
Section 10, Director's Reliance on Consultant Information. A Director shall not be
liable if while acting in good faith and with ordinary care, he or she relies on information,
opinions, reports, or statements, including financial statements and other financial data,
concerning the Corporation or another person, that were prepared or presented by:
(a) one or more other officers or employees of the Corporation;
(b) legal counsel, public accountants, the operator or the developer of the Project, or
other persons as to matters the officer reasonably believes are within the person's professional or
expert competence; or
(c) a committee of the Board of which the Director is not a member.
ARTICLE III
OFFICERS
Section 1, Titles and Term of Office. The officers of the Corporation shall be a
Chairperson/President, a Vice Chairperson/Vice President, a Secretary, a Treasurer, and such
other officers as the Board may from time to time elect or appoint. One person may hold more
95264420,7/11108583 -4-
than one office, except that the Chairperson shall not hold the office of Secretary. The Board, at
its organizational meeting and annually thereafter, shall elect officers, excluding the
Chairperson/President. All officers (other than the Chairperson) shall be subject to removal,
with or without cause, at any time by a vote of a majority of the whole Board. A vacancy in the
office of any officer (other than the Chairperson) shall be filled by the Board.
Section 3. Powers and Duties of the Chairperson. The Chairperson shall be a
member of the Board and shall preside at all meetings of the Board. He or she shall have such
duties as are assigned by the Board. The Chairperson may call special or emergency meetings of
the Board.
Section 3. Powers and Duties of the Vice Chairperson. The Vice Chairperson shall
be a member of the Board. The Nice Chairperson shall perform the duties and exercise the
powers of the Chairperson upon the Chairperson's death, absence, disability, or resignation, or
upon the Chairperson's inability to perform the duties of his or her office. Any action taken by
the Vice Chairperson in the performance of the duties of the Chairperson shall be conclusive
evidence of the absence or inability of the Chairperson to act at the time such action was taken.
Section 4. Treasurer. The Treasurer shall have custody of all the funds and
securities of the Corporation which come into his or her hands. When necessary or proper, he or
she may endorse, on behalf of the Corporation, for collection, checks, notes and other obligations
and shall deposit the same to the credit of the Corporation in such bank or banks or depositories
as shall be designated in the manner prescribed by the Board; he or she may sign all receipts and
vouchers for payments made to the Corporation, either alone or jointly with such other officer as
is designated by the Board; whenever required by the Board; he or she shall enter or cause to be
entered regularly in the books of the Corporation to be kept by him or her for that purpose full
and accurate accounts of all moneys received and paid out on account of the Corporation; he or
she shall perform all acts incident to the position of Treasurer subject to the control of the Board;
and he or she shall, if required by the Board, give such bond for the faithful discharge of his or
her duties in such farm as the Board may require. The Treasurer of the Corporation need not be
a member of the Board and may be an elected officer, an appointed officer, or an employee of
the City.
Section 5. Secretary. The Secretary shall keep the minutes of all meetings of the
Board in books provided for that purpose; he or she shall attend to the giving and serving of all
notices; in furtherance of the purposes of the Corporation and subject to the limitations contained
in the Articles of Incorporation, he or she may sign with the Chairperson in the name of the
Corporation and/or attest the signatures thereof, all contracts, conveyances, franchises, bonds,
deeds, assignments, mortgages, notes and other instruments of the Corporation, he or she shall
have charge of the Corporation's books, records, documents and instruments, except the books of
account and financial records and securities of which the Treasurer shall have custody and.
charge, and such other books and papers as the Board may direct, all of which shall at all
reasonable times be open to the inspection of any Director upon application at the office of the
Corporation during business hours; and, he or she shall in general perform all duties incident to
the office of Secretary subject to the control of the Board.
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Section o. Officer's Reliance on Consultant Information. In the discharge of a duty
imposed or power conferred on an officer of the Corporation, the officer may in good faith and
with ordinary care rely on information, opinions, reports, or statements, including financial
statements and other financial data, concerning the Corporation or another person, that were
prepared or presented by;
(a) one or more other officers or employees of the Corporation, including members of
the Board; or
(b) legal counsel, public accountants, the operator or the developer of the Project, or
other persons as to platters the officer reasonably believes are within the person's professional or
expert competence.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the same as the
fiscal year of the City.
Section: 2. Notice and Waiver of Notice. Whenever any notice whatever is required to
be given under the provisions of these Bylaws (other than a notice required by the Open
Meetings Act), such notice shall be deemed to be sufficient if given by depositing the same in a
post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her
post office address, as it appears on the books of the Corporation, and such notice shall be
deemed to have been given on the day of such mailing. A waiver of notice, signed by the person
or persons entitled to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
Section 3. Resignations. Any Director or officer may resign at any time. Such
resignation shall be made in writing to any officer of the Board. Said resignation shall not
become effective until a successor has been elected or appointed and duly qualified.
Section 4. Gender. References herein to the masculine gender shall also refer to the
feminine in all appropriate cases, and vice versa.
Section 5. ApI ropriations and Grants. The Corporation shall have the power to
request and accept any appropriation, grant, contribution, donation, or other form of aid from the
federal government, the State, any political subdivision, or municipality in the State, or from any
other source.
ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right to Indemmflcation. Subject to the limitations and conditions as
provided in this Article V and the Articles of Incorporation, each person who was or is made a
party or is threatened to be made a party to or is involved in any threatened, pending or
95264420.7111108583 -6-
completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative (hereinafter a "proceeding"), or any appeal in such a proceeding or any inquiry or
investigation that could lead to such a proceeding, by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a Director or officer of the
Corporation or while a Director or officer of the Corporation is or was serving at the request of
the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the
Corporation to the fullest extent permitted by applicable law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment) against judgments, penalties {including excise
and similar taxes and punitive damages), fines, settlements and reasonable expenses (including,
without limitation, attorneys' fees) actually incurred by such person in connection with such
proceeding, and indemnification under Article V shall continue as to a person who has ceased to
serve in the capacity which initially entitled such person to indemnity hereunder. The rights
granted pursuant to this Article V shall be deemed contract rights, and no amendment,
modification or repeal of this Article V shall have the effect of limiting or denying any such
rights with respect to actions taken or proceedings arising prior to any such amendment,
modification or repeal. It is expressly acknowledged that the indemnification provided in this
Article V could involve indemnification for negligence or under theories of strict liability.
Section Z. Advance Payment. The right to indemnification conferred in this Article
V shall include the right to be paid in advance or reimbursed by the Corporation the reasonable
expenses incurred by a person of the type entitled to be indemnified under Section I of this
Article V who was, is, or is threatened to be made a named defendant or respondent in a
proceeding in advance of the final disposition of the proceeding and without any determination
as to the person's ultimate entitlement to indemnification; provided, however, that the payment of
such expenses incurred by any such person in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Corporation of a written affirmation by such Director or
officer of his or her good faith belief that he or she has met the standard of conduct necessary for
indemnification under this Article V and a written undertaking, by or on behalf of such person, to
repay all amounts so advanced if it shall ultimately be determined that such indemnified person
is not entitled to be indemnified under this Article V or otherwise.
Section 3. Indemnification of Employees and Agents. The Corporation, by adoption
of a resolution of the Board or pursuant to an agreement approved by the Board, will inderrinify
and advance expenses to an employee or agent of the Corporation to the same extent and subject
to the same conditions under which it may indemnify and advance expenses to Directors and
officers under this Article V; and the Corporation may indemnify and advance expenses to
persons who are not or were not Directors, officers, employees or agents of the Corporation but
who are or were serving at the request of the Corporation as a Director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise against any liability asserted against him or her and incurred by him or her in such a
capacity or arising out of his or her status as such a person to the same extent that it may
indemnify and advance expenses to Directors under this Article V.
95264420.7/11108583 -7-
Section 4. Appearance as ea Witness, Notwithstanding any other provision of this
Article V, the Corporation may pay or reimburse expenses incurred by a Director or officer in
connection with his or her appearance as a witness or other participation in a proceeding
involving the Corporation or its business at a time when he or she is not a named defendant or
respondent in the proceeding.
Section S. Non-exclusivity of Rights. The right to indemnification and the
advancement and payment of expenses conferred in this Article V shall not be exclusive of any
other right which a Director or officer or other person indemnified pursuant to Section 3 of this
Article V may have or hereafter- acquire under any law (common or statutory), provision of the
Articles of Incorporation of the Corporation or these Bylaws, agreement, vote of shareholders or
disinterested Directors or otherwise.
Section 6 Insurance. The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any person who is or was serving as a Director, officer, employee
or agent of the Corporation or is or was serving at the request of the Corporation as a Director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic corporation, partnership, joint venture, proprietorship, employee benefit
plan, trust or other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense, liability or
loss under this Article V.
Section 7. Not~facation. Any indemnification of or advance of expenses to a Director
or officer in accordance with this Article V shall be reported in writing to the members of the
Board with or before the notice of the next regular meeting of the Board and, in any case, within
the 12-month period immediately following the date of the indemnification or advance.
Section 8. Savings Clause. If this Article V or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify and hold harmless each Director, officer or any other person indemnified pursuant to
this Article V as to costs, charges and expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to the fail extent permitted by any applicable portion of this
Article V that shall not have been invalidated and to the fullest extent pennitted by applicable
law.
ARTICLE VI
CODE Of CONDUCT
The members of the Board and the officers of the Corporation shall be subject to Chapter
XI of the Charter of the City titled "Code of Conduct", as the same may now or hereafter be
amended, which establishes the minimum standards that officers and employees of the City must
meet to ethically fulfill the responsibilities of their positions.
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ARTICLE VII
AMENDMENTS
A proposal to alter, amend, or repeal these Bylaws shall be made by the affirmative vote
of a majority of the full Board at any annual or regular meeting, or at any special meeting where
notice of the proposed amendment was contained in the notice of said special meeting. However,
any proposed change or amendment to the Bylaws must be approved by the City Council to be
effective.
ARTICLE VIII
CONFLICTS
In the event of a conflict between these Bylaws and the Articles of Incorporation, the
Articles of Incorporation shall control.
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