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HomeMy WebLinkAboutR-2489-2-06RESOLUTION NO. 2489-2-06(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, APPROVING AMENDMENTS TO THE BYLAWS OF THE ARTS OF COLLIN COUNTY COMMISSION, INC.; PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, at a regularly scheduled meeting of the Arts of Collin County Commission, hie. (ACC), with a quorum in attendance, the ACC reviewed and approved the amended Bylaws. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, THAT: SECTION 1. The proposed amendments to the Bylaws of the ACC as set forth in the restated Bylaws approved by the ACC on February 8, 2006, and attached hereto are hereby approved. SECTION 2. Resolutions of the City of Allen, Collin County, Texas, in conflict with the provisions of this resolution are hereby, repealed; provided, however, that all other provisions of said resolutions not in conflict with the provisions of this resolution shall remain in full force and effect. SECTION 3. This resolution shall become effective immediately upon its passage. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ON THIS THE 28'ro DAY OF FEBRUARY, 2006. 04W0aF:IC sm9 � z e- L - Shelley B. Geor&Y TRMC, CITY SECRETARY C APPROVED: 44ULCO Stephen Termll, MAYOR ARTS OF COLLIN \ COUNTY BYLAWS OF THE ARTS OF COLLIN COUNTY COMMISSION, INC. A Texas Local Government Corporation created on behalf of the Cities of Allen, Frisco, and Plano, Texas ARTICLE PURPOSES The Arts of Collin County Commission, Inc. (the "Corporation") is organized and will be operated exclusively for one or more charitable purposes, within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). The Corporation is organized for the purpose of aiding, assisting, and acting on behalf of the City of Allen, Texas, the City of Frisco, Texas, and the City of Plano, Texas (collectively the "Cities" and, each individually, a "City") in the performance of their governmental functions to promote the common good and general welfare of the Cities, and to promote, develop, encourage and maintain cultural arts facilities, commerce and economic development in the Cities. The Corporation is further organized to aid, assist and act on behalf of the Cities by financing, constructing, owning, furnishing, managing and operating performing and visual cultural arts facilities, together with land and ' improvements related thereto, and other related facilities ("Cultural Facilities"). Subject to applicable state law and any contractual obligations of a City or the Corporation, a City or Cities may discontinue participation in the activities of the Corporation, or a non -participating unit of local government may join in the activities of the Corporation, under procedures established in these Bylaws. The Corporation is formed pursuant to the provisions of Subchapter D of Chapter 431, Texas Transportation Code (the "Act"), as it now or may hereafter be amended, and Chapter 394, Texas Local Government Code, which authorizes the Corporation to assist and act on behalf of the Cities and to engage in activities in the furtherance of the purposes for its creation. The Corporation shall have and exercise all of the rights, powers, privileges, authority, and functions given by the general laws of Texas to non-profit corporations incorporated order the Act including, without limitation, Article 1396, Vernon's Texas Civil Statutes (the Texas Non -Profit Corporation Act). The Corporation shall have all other powers of a like or different nature not prohibited by law which are available m non-profit corporations in Texas and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, including the power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created; provided, however, that the Corporation shall not issue my bond, certificate, note or other obligation evidenced by an instrument without the written consent of each of the Cities and except as authorized under Section 3 of Article IV Financial Responsibilities of these Bylaws. The Corporation is created as a local government corporation pursumt to the Act and shall be a governmental unit within the meaning of Subdivision (2), Section 101.001, 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, Section 101.001 et seq., Texas Civil Practice and Remedies Code. The Corporation shall have the power to acquire land in accordance with the Act as amended from time to time. Each City and my other unit of local government that executes binding commitments to provide funding and otherwise is qualified to appoint a Director to the Board as permitted by these Bylaws or other documents, shall be referred to as an "Owner", and they are collectively referred m as "Owners". Resolution No. 2489-2-06(R), Page 2 All references herein to the consent or written consent of a City or an Owner shall refer to an ordinance, resolution or order of the governing body of the City or Owner. ' ARTICLE II BOARD OF DIRECTORS Section L Appointment, Powers, Number, and Term of ice. All powers of the Corporation shall be vested in a Board of Directors ("Board"). The Board shall independently manage and operate the Cultural Facilities in accordance with all applicable laws and documents, including the Articles of Incorporation, these Bylaws, the Contribution and Interlocal Agreements, the Arts of Collin County Vision Statement and such other documents agreed to by the Owners and as the same may be amended from time to time. The Board shall initially consist of five (5) persons. The number of Directors on the Board may only be increased or decreased in accordance with these Bylaws. Directors of the Corporation ("Director" or "Directors") shall be appointed to the Board as follows: (a) Each Owner shall be entitled to appoint one (1) Director to the Board in accordance with Owner's criteria for Board appointments and the remaining Directors shall be appointed by unanimous agreement of the Owners. The number of Directors shall increase or decrease if the number of Owners increases or decreases. However, the number of Directors shall never be less than five (5) and the Board shall always be composed of an odd number. For the initial Board, the terms shall be staggered with one of the Owner's selections serving a one (1) year term, two of the Owner's selections serving a two (2) year term and the remaining Directors serving a full three (3) year term. Thereafter, each Director shall serve for a three (3) year term, or until his or her successor is appointed by the entity authorized to appoint the Director; provided, however, upon the death, resignation or removal of a Director, the entity responsible for that Director's appointment shall appoint a replacement Director to serve for the unexpired term of office of the replaced Director. No term limits are imposed by these Bylaws. Any restriction as to term is governed by ' the entity appointing such Director. (b) Any Director may be removed from office at any time, with or without cause, by the entity authorized to appoint that Director. Directors appointedjointly by all Owners maybe removed at any time by unanimous vote of all Owners. (c) All Directors shall have full and equal voting rights. All references herein to an act, resolution or vote of the Directors shall refer to a vote of the Directors entitled to vote on the matter as provided herein. Section 2. Meetings of Directors. The Directors may hold their meetings and may have an office and keep the books of the Corporation at such place or places within Collin County 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 of Texas. 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, 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, Texas Government Code (the "Open Records Act"). Section 3. Annual Meetings. No annual meeting shall be required. Section 4. Regular Meetings Regular meetings of the Board shall be held at least quarterly at such times and places as shall be designated, from time to time, by resolution of the Board. ' Section 5. Special and Emergency Meetings. Special and emergency meetings of the Board shall be held whenever called by the President of the Board or the Secretary or by a majority of the Directors who are serving duly appointed terms of office at the time the meeting is called. Resolution No. 2489-2-06(R), Page 3 The Secretary shall give notice of each special meeting in person, by telephone, facsimile, mail or email at least three (3) days before the meeting to each Director and to the public in compliance with the Open Meetings Act. Notice of ' each emergency meeting shall also be given in the manner required of the Cities under Section 551.045 of the 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 Open Meetings Act. Section 6. Quorum. A majority of the Board then appointed and serving shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. If many meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting. The act of a majority of the Directors present and voting at a meeting at which a quorum is in attendance shall comfitute 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 in a meeting of the Board at which any corporate action is taken shall be presumed to have assented to such action unless his dissent or abstention shall be entered in the minutes of the meeting or unless he shall file his written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of the action. Section 7. Conduct of Business. At the meetings of the Board, matters pertaining to the purpose of the Corporation shall be considered in such order as the Board may from time to time determine. At all meetings of the Board, the President shall preside, and in the absence of the President, the Vice President shall preside. In the absence of the President and the Vice President, an acting President shall be chosen by the Board from among the Directors present. The Secretary of the Corporation 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 8. Executive Committee, Other Committees. The Board may, by a resolution passed by a majority of the Directors, designate two (2) or more Directors to constitute an Executive Committee or other type of committee. In addition, the Board may appoint members of Corporation staff and citizens of the Owners to be members of a committee except for an Audit, Compensation or Governance Committee, which commince may only be composed of Directors. To the extent provided in the authorizing resolution for the committee and the Board approved committee charter, a committee shall have and may exercise the authority of the Board in the management of the Corporation, except where action of the Board is specified by statute. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation, and shall report the same to the Board from time to time. Committees authorized to exercise the powers of the Board shall give notice of any meeting in the manner required for a meeting of the Board. Committees are subject to the regulations which apply to committees of government entities including the open records and open meetings acts. Section 9. Compensation of Directors. Directors, m such, shall not receive any salary or compensation for their services as Directors; provided, however, Directors may be reimbursed for reasonable and necessary expenses incurred in carrying out the Corporation's purposes. Section 10. Advisory Committee. The Board shall establish an Advisory Committee composed of members who are, in the judgment of the Board, qualified to advise with respect to the activities of the Corporation. The size of the Advisory Committee will be determined by the Board and may be adjusted from time to time. The Board will designate one of its Directors to be a liaison to the Advisory Committee to assure close communication between the Board and the Advisory Committee. ' Committee Members shall serve for a term of one (1) year or such longer term as may be fixed by the Board. Committee Members may be removed by the Board many time, with or without cause. The officers and Directors of the Corporation may consult with the Advisory Committees from time to time with respect to the activities of the Corporation, but the Advisory Committee shall in no way exercise or restrict the powers of the Board nor limit its Resolution No. 2489-2-06(R), Page 4 responsibility for the management of the affairs of the Corporation. Committee Members shall not receive any salary or compensation for thew services; provided, however, Committee Members may be reimbursed for reasonable and t necessary expenses incurred in carrying out the Corporation's purposes with prior approval of the Board. Section 11. Director's Reliance on Consultant Ir formation 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) An employee of an Owner, Member, Supporter, or Patron. The terms "Member," "Supporter," and "Patron" in this section and in section 7 (c) of Article III have that meaning as set forth in Article W of the Interlocal Agreement; (c) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or, (d) A committee of the Board of which the Director is not a member. Section 12. Executive Director. The Board is authorized to hire an Executive Director who shall serve at the pleasure of the Board. The Board shall establish the compensation, duties and other responsibilities of the Executive Director. The hiring and/or removal of the Executive Director shall be by a majority vote of the appointed Board. ARTICLE III OFFICERS Section 1. Titles and Term of Office. The officers of the Corporation shall be a President, one or more ' Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except the President shall not hold the office of Secretary. The term of office for each officer shall commence on the date of such officer's election and terminate on the earlier of. (a) the date that the officer is replaced by the Board; or (b) if the officer is a member of the Board, the date that the officer is no longer a member of the Board. AS officers shall be appointed and subject to removal, with or without cause, by a vote of a majority of the Board. A vacancy in any office shall be filled by a vote of a majority of the Bound. Section 2. Powers and Duties of the President. The President shall be a member of the Board and shall preside m all meetings of the Board. He or she shall have such duties as are assigned by the Board. The President may call special or emergency meetings of the Board. In furtherance of the purposes of the Corporation and subject to the limitations contained in the Articles of Incorporation, the President or Vice President may sign and execute all bonds, notes, deeds, conveyances, franchises, assignments, mortgages, notes, contracts and other obligations in the name of the Corporation. The President shall be an ex -officio member of all committees. Section 3. Powers and Duties of the Vice President. A Vice President shall be a member of the Board and shall have such powers and duties as may be assigned to him or her by the Board or the President, including the performance of the duties of the President upon the death, absence, disability, or resignation of the President, or upon the President's inability to perform the duties of his or her office. Any action taken by the Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President 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; 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 Resolution No. 2489-2-06(R), Page 5 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; including the monitoring ' and audit of all cash accounts whose existence must first be approved by 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 form as the Board may require. 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 President 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 tines 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. Section 6. Compensation. Except for Directors, Officers are entitled to receive any such salary or compensation for their duties as approved by the Board. All Officers are entitled to receive reimbursement for their reasonable expenses only in performing their functions in accordance with policies adopted by the Board. Section 7. Ogicer'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; (b) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are ' within the person's professional or expert competence; or, (c) An employee of an Owner, Member, Supporter, or Patron. ARTICLE IV FINANCIAL RESPONSIBILITIES Section I. Audit. As expeditiously as possible, the Board shall have an annual audit prepared by an independent auditor, who is duly licensed or certified as a public accountant in the State of Texas, of the financial books and records of the Corporation. Section 1. Capital Spending Authority: The Board may expend funds for capital improvements for the Cultural Facilities as follows: (a) Funds from an Owner or Owners shall be used for the purposes of the Corporation as authorized and directed by the City or Cities. (b) Funds from other sources, such as donations, may be used at the discretion of the Board for capital purposes as long as the uses are consistent with the Owners' direction and are not reasonably expected by the Board to increase the operation and maintenance costs of the Corporation above the limits established in Section 4, below or have a capital cost greater than $ 100,000. Section 3. Issuance of Debt. The Board is authorized to issue short-term debt only. Short-term debt is that amount which is payable in less than one (1) year from date of issuance. When possible, the amount and purpose of the short term debt shall be projected by the Corporation in its annual budget to the Owners. ' The cumulative amount of short term debt in any fiscal year shall not exceed twenty-five percent (25%) of the total operation and maintenance portion of the budget for that fiscal year. Owners shall be given the fust opportunity to provide these funds before the Board incurs debt. Resolution No. 2489-2-06(R), Page 6 Section 4. Increase of O&MCosts. In the event any one or more items is added during a fiscal yearthat would increase or cause the annual operation and maintenance costs to exceed ten percent (10%) above the budgeted ' amount for that year, the Board most receive prior approval from all Owners prior to making that addition. Section 5. Fiscal Year. The fiscal year of the Corporation shall begin October I of each year. Section 6. Annual Budget No later than 90 days prior to the beginning of each fiscal year, the Board shall prepare, or cause to be prepared, and approve a budget (the "Budget") for each fiscal year. The Budget must be approved by a three-quarters (3/4) majority vote of the Board. After approval by the Board, the Budget shall be submitted to each Owner for final approval. If the Board fails to approve the Budget, or if the Budget is not approved by each Owner, then during the first three years of this Agreement, the Budget for the prior fiscal year shall be deemed approved. After the third year of the Agreement and if the Budget is not approved by either the Board or all Owners, then the next year's Budget is the greater of: The total amount of the prior year's Budget; or, The average of the annual Budgets for the prior three (3) years. Section 7. Line Item Flexibility. The Bound has the authority to shift operation and maintenance fonds from one line item to another. Section 8. Payments. Beginning October 1, Owners shall make their annual payments to the Corporation in quarterly installments each year. Payments shall be made on or before the first business day of each quarter of the fiscal year. ' Section 9. Reserve Fund The budget shall provide for a reserve fund for the replacement of scheduled assets. Any unencumbered funds remaining at the end of the fiscal year shall be converted in the reserve fund. Section 10. Other Funds. Other funds, such as charitable donations, may be used by the Board in accordance with the approved budget or if not anticipated in the budget as the Board directs providing the limitation set out in Section 4, above or a capital cost of $100,000 is not exceeded. ARTICLE V I OF DIRECTORS AND OFFICERS Section 1. Right to Indemnification. 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 parry to or is involved in any threatened, pending or 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 be 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 the Texas Non -Profit Corporation Act, 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, settlement and reasonable expenses (including, without limitation, attorneys' fees) actually incurred by such person in connection with such proceeding, and indemnification under this Article V shall continue as to a person who has ceased to serve in the capacity which initially ' entitled such person to indemnify hereunder. The rights granted pursuant in 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. Resolution No. 2489-2-06(R), Page 7 Section 2. 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 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 in on behalf of such person, in 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, may indemnify and advance expenses to an employee or agent of the Corporation to the same extent and subject in the same conditions under which it may indemnify and advance expenses in 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 me 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. Section 4. Appearance as a 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 J. 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 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. Notification. 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 full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law. ARTICLE VI EXECUTIVE DIRECTOR ' Powers and Duties ofthe Executive Director. The Executive Director shall be the principal executive officer of the Corporation and, subject to the control of the Board, he or she shall be in general charge of the properties and affairs of the Corporation. The Executive Director has management and control of the properties and operations of the Resolution No. 2489-2-06(R), Page 8 Corporation, including the powers of a general manager. The Executive Director shall be an ex -officio of all Board committees, except the Audit Committee. The Executive Director will be responsible to implement all orders and . resolutions of the Board of Directors, and all other powers that are not specifically reamed to the Directors or Owners, will be executed by the Executive Director within the general guidelines and policies of the Board and Owners. The Executive Director shall be responsible for hiring and firing of the employees of the Corporation. All employees hired by the Executive Director shall be terminable ar-will and not be provided any term or promise of employment. The Executive Director is authorized to approve all conbacts and expenditures that are not greater than $25,000 without Board approval as long as funds are budgeted and are available for the expenditure. ARTICLE VR CODE OF ETHICS Section 1. Policy and Purposes. (a) It is the policy of the Corporation that Directors and officers conduct themselves in a manner consistent with sound business and ethical practices; that the public interest always be considered in conducting corporate business; that the appearance of impropriety be avoided to ensure and maintain public confidence in the Corporation; and that the Board establish policies to control and manage the affairs of the Corporation fairly, impartially, and without discrimination. (b) This Code of Ethics has been adopted as part of the Corporation's Bylaws for the following purposes: (a) to encourage high ethical standards in official conduct by Directors and corporate officers; and (b) to establish guidelines for such ethical standards of conduct. Section 2. Conflicts oflnterest ' (a) Abide by State and Criminal Laws for Public Officers. All directors, officers and employees shall abide by the state civil and criminal laws regarding conflict of interest, official misconduct and other regulations and restrictions involving their official duties. (b) Disclosure and Abstention. It is the intent of these Bylaws, that the Directors, Executive Director and officers shall take all steps to avoid the appearance of impropriety in the conduct of their affairs on behalf of the Corporation. This includes not engaging in any conduct, business that may be deemed to compromise their independent judgment in executing their duties as Corporation officials. In the event that a Director, officer, or Executive Director has any financial or equitable interest, direct or indirect, in a transaction that comes before the Board, or Advisory Committee or the Executive Director, the affected Director or officer, most: (i) Disclose that interest in writing and file it with the Board Secretary; and, (ii) Refrain from discussing or voting on the same. (c) Restrictions on Executive Director. The Executive Director is precluded from having any financial or equitable interest in any contract, service or acquisition that is subject to his approval or that his subordinates may approve or monitor. (d) Definition of Financial InterestlRelative. The "financial interest" contemplated under (b) and (c) of this Article requires that the affected person who is the Director, officer, or Executive Director or their relative receive an actual financial benefit from the transaction with the Corporation. A relative is a person related within the fust degree of consanguinity or affinity to the Director, officer, or Executive Director. A financial or equitable interest does not include the following: (i) An ownership in the entity transacting business with the Corporation where the ownership interest is ' less than one percent (1%). (ii) Compensation as an employee, officer or director of the entity transacting business with the Corporation where such compensation is not affected by the entity's transaction with the Corporation. Resolution No. 2489-2-06(R), Page 9 C (iii) An investment or ownership in a publicly held company in an amount less than TEN THOUSAND DOLLARS ($10,000.00) (iv) An employee of a public entity may serve on the Board. Section 3. Acceptance of Gid. No Director or officer shall accept any benefit as consideration for any decision, opinion, recommendation, vote or other exercise of discretion in carrying out official acts for the Corpotatioa No Director or officer shall solicit, accept, or agree to accept any benefit from a person (mown to be interested in or likely to become interested in any contract, purchase, payment, claim or transaction involving the exercise of the D'irector's or officer's discretion. As used here, "benefit" does not include: (a) a fee prescribed by law to be received by a Director or officer or any other benefit to which the Director or officer is lawfully entitled or for which he gives legitimate consideration in a capacity other than as a Director or officer; (b) a gift or other benefit conferred on an account of kinship or a personal, professional, or business relationship independent of the official status of the Director or officer; (c) an honorarium in consideration for legitimate services rendered above and beyond official duties and responsibilities if: (1) not more than one honorarium is received from the same person in a calendar year; (2) not more than one honorarium is received for the same service; and (3) the value of the honorarium does not exceed $250 exclusive of reimbursement for travel, food, and lodging expenses incurred by the Director or officer in performance of the services. (d) A benefit consisting of food, lodging, transportation, or entertainment accepted as a guest is reported as may be required by law. Section J. Nepotism. No Director or officer shall appoint, or vote for, or confirm the appointment to any office, position, clerkship, employment or duty, of any person related within the second degree by affinity or within the third degree of consanguinity to the Director or officer so appointing, voting or confirming, or to any other Director or officer. This provision shall not prevent the appointment, voting for, or confirmation of any person who shall have been continuously employed in any such office, position, clerkship employment or duty at least thirty (30) days prior to the appointment of the Director or officer so appointing or voting. ARTICLE VIII MISCELLANEOUS PROVISIONS Section L Seal. The seal of the Corporation shall be such as may be from time to time approved by the Section 2. Notice and Waiver of Notice. Whenever any notice, other than public notice of a meeting given to comply with the Open Meetings Act, is required to be given under the previsions of these Bylaws, 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 ar 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. If transmitted by facsimile or email, such notice shall be deemed to be delivered upon successful transmission of the facsimile or email. A Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting unless such attendance is for the purpose of objecting to the failure of notice. 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, officer or committee member may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the Resolution No. 2489-2-06(R), Page 10 time of its receipt by the President or Secretary. The acceptance of a resignations shall not he necessary to make it effective, unless expressly so provided in the resignation. 'Section 4. Gender. References herein to the masculine gender shall also refer to the feminine in all appropriate cases and vice versa. 1 Section 5. Appropriations and Grants. The Corporation shall have the power to request and accept any appropriations, 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. Section 6. Reports. The Board shall submit to each Owner in an expedient manner an Annual Report and Annual Audit, following the end of each fiscal year. Section 7. Use of Corporation's Property and Facilities. The Board shall from time to time develop a formal, written policy (the "Usage Policy") governing the use of the Corporation's property and facilities (collectively, the "Facilities"). The usage policy shall (a) ensure that citizen groups from each Owner are given preferential rights as to the use of the Facilities and (b) establish a fee -for -use structure for the use of the Facilities. The Usage Policy, and any amendment or alteration thereto, must be approved in writing by each Owner ARTICLE IX AMENDMENTS A proposal to alter, amend or repeal these Bylaws shall be made by the affirmative vote of a majority of the full Board then appointed and serving at any regular or special meeting. However, any proposed change or amendment to the Bylaws must be approved in writing by each Owner to be effective. Resolution No. 2489-2-06(R), Page 11