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CC Resolution No. 2324RESOLUTION NO. 2324 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, APPROVING THE AMENDED BYLAWS OF KEEP BAYTOWN BEAUTIFUL, INC., TO REMOVE THE OVERSIGHT BY THE CITY OF BAYTOWN; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ****************************************************************************** BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby approves the amended Bylaws of Keep Baytown Beautiful, Inc., to remove the oversight by the City of Baytown. The amended bylaws are attached hereto as Exhibit "A" and incorporated herein for all intent and purposes. Section 2: This resolution shall take effect immediately fro mi after its passage by the City Council of the City of Baytown. �/ INTRODUCED, READ and PASSED, by the affirmative votie City Council of the City of Baytown this the 251h day of September, 2014. te of 1 Id Mayor ATT T: ETICIA BRYSCH, City erk APPROVED AS TO FORM: ACIO RAMIREZ, SR., City tt rney RAKaren\Files\City Council\Resolutions\2014\September 25\KBBBylaws. doc Exhibit "A" BYLAWS OF KEEP BAYTOWN BEAUTIFUL, INC. ARTICLE ONE - NAME 1.01 Name The name of the organization shall be Keep Baytown Beautiful, Inc. 1.02 Registered Office and Agent The corporation will maintain a registered office and agent as required by the Texas Non -Profit Corporation Act. The registered office and agent may be changed from time to time by the Board of Directors. ARTICLE TWO - PURPOSE 2.01 Purpose The Corporation is organized exclusively for charitable, religious, education and/or scientific purposes. The organization is recognized as a 501(C) (3) tax-exempt organization by the Internal Revenue Service. The primary purposes are as follows: A. To empower the community to create a cleaner, more beautiful Baytown through volunteerism and education; B. To implement and maintain the Keep America Beautiful, Inc. System in Baytown; and C. To solicit and receive contributions of monies, services, products, property and facilities from private and public sources and to disburse said funds for the accomplishment of the mission of Keep Baytown Beautiful, Inc. ARTICLE THREE - NO STOCK AND NO STOCKHOLDERS 3.01 No Stock and No Stockholders The Corporation shall have no capital stock and no stockholders. ARTICLE FOUR - BOARD OF DIRECTORS 4.01 Responsibility of Board of Directors The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to the Texas Non -Profit Corporation Act, the Articles of Incorporation, and these Bylaws. The Board of Directors shall have full charge of the property and business of the Corporation, with full power and authority to manage and to conduct the same. The Board of Directors may, by contract, resolution, or otherwise, give general or limited or special power and authority to the officers and agents of the Corporation to transact the general business or any special business of the Corporation. The Board of Directors will be responsible for making an annual report to the City Council of the year's activities. Keep Baytown Beautiful, Inc. Pagel of B BYLAWS OF KEEP BAYTOWN BEAUTIFUL, INC. 4.02 Director Eligibility Persons eligible for appointment to the Board of Directors shall either live or work within the City of Baytown. 4.03 Number of Directors The Board of Directors shall be composed of at least nine (9) members, at least six (6) of whom shall be residents of the City of Baytown. 4.04 Attendance All Directors must not miss more than three (3) meetings held in any fiscal year whether regular, special or emergency. In addition to the board meetings, all Directors must perform six (6) hours of service at a Keep Baytown Beautiful sponsored activity per year. 4.05 Term of Office and Qualifications All Directors shall be current dues -paying members of KEEP BAYTOWN BEAUTIFUL. An Emeritus Director may be designated at the discretion of the Board of Directors if a person has been a member of KEEP BAYTOWN BEAUTIFUL for ten years, has served on the board of directors at least one term, and has demonstrated outstanding service to KEEP BAYTOWN BEAUTIFUL and its purposes. Each Director shall hold office until his successor shall have been elected and qualified. The Board of Directors shall select no less than four (4) of the initial Directors to serve initial terms of two (2) years and the remaining Directors shall serve one (1) year initially. Thereafter, each Director shall serve for two (2) years. Terms of office for Directors begin October 1. The Directors of the Board shall be appointed by two -third majority vote of the Board of Directors at a meeting called for that purpose. 4.06 Vacancies and Removal of Directors Upon the death, resignation, removal, or vacancy of office of any of the Directors, the Board shall nominate and appoint by majority vote a successor Director, who shall hold office for the unexpired term of the Director he or she is appointed to succeed. If the best interests of Keep Baytown Beautiful, Inc„ require the removal of any Director, removal of such Director shall be effected by two -third majority vote of the Board. Failure to meet the attendance requirements may lead to removal if it is in the best interest of Keep Baytown Beautiful, Inc. 4.07 Advisory Members The City Manager or designee, the Director of Health or designee, the City attorney or designee and the Executive Director of Keep Baytown Beautiful shall be advisory members to the Board without voting privileges. The President may appoint other advisory members as necessary. 4.08 Community Partners The President may appoint members of the Community who are not City of Baytown employees to act as Community Partners to Keep Baytown Beautiful. Community Keep Baytown Beautiful, Inc. Page 2 of 8 BYLAWS OF KEEP BAYTOWN BEAUTIFUL, INC. Partners shall act as advisory members to the Board without voting privileges. 4.09 Regular Meetings, Notice and Quorum Regular meetings of the Directors shall be held on the second Tuesday of each month or as directed by the President and shall be held at such place as the President may determine. A majority of the appointed Board of Directors shall constitute a quorum. There shall be a regular annual meeting of the Board of Directors during the month of August to elect a President, Vice President, Secretary and Treasurer. It will be the responsibility of these officers to present the annual budget and program of work for approval no later than the September regularly scheduled Board meeting. 4.10 Special and Emergency Meetings Special meetings of the Directors may be called by the President upon at least 72 hours notice, stating the purpose or purposes thereof, or such special meeting may be held at any time by request of at least three (3) of the Directors, giving at least 72 hours notice. 4.11 No Compensation No salary or compensation of any kind shall be paid to any Director on the Board, except for actual expenses upon proof and approval of the Board of Directors. 4.12 Rules of Procedure All meetings, whether regular, special or emergency, shall be conducted in accordance with the latest published edition of Robert's Rules of Order. ARTICLE FIVE - OFFICERS 5.01 Composition of Officers The officers of the Corporation shall be elected by the Directors and shall consist of a President, a Vice President, a Secretary and a Treasurer. Only Directors are eligible to hold an office. 5.02 Election of Officers The Officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. Vacancies shall be filled at any meeting of the Board of Directors and any person who fills a vacancy shall serve until the next election of officers. Each officer shall hold office until his or her successor has been elected and qualifies, or until the death, resignation, or removal of the officer. Keep Baytown Beautiful, Inc. Page 3 of 8 BYLAWS OF KEEP BAYTOWN BEAUTIFUL, INC. 5.03 Removal of Officers Any officer or agent hired, elected or appointed by the Board of Directors may be removed at any time for any reason by the affirmative vote of a majority of the whole Board of Directors. Removal as an officer or agent does not necessarily mean removal as a Director or member. 5.04 President The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall supervise and control the business and affairs of the Corporation. The President shall see that all orders and resolutions of the Board are carried into effect, and shall perform all other duties that usually pertain to the office or are delegated to him by the Board of Directors. 5.05 Vice President In the absence of the President or in the event of the President's inability or refusal to act, the Vice President shall perform the duties of the President and, as such, the Vice President shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall also have such powers and shall perform such other duties as may be assigned by the President or by the Board of Directors. 5.06 Secretary The Secretary is responsible for keeping records of the proceedings of the Board of Directors, including the minutes of all meetings of the Board of Directors and shall perform all duties that usually pertain to the office of Secretary or which are delegated by the Board of Directors or by the President. The Secretary shall also be the custodian of the records and the seal of the Corporation and shall affix the seal to documents, the execution of which is duly authorized. 5.07 Treasurer The Treasurer is responsible for seeing that regular books, records and books of account of the Corporation are kept, and shall deposit all monies and other valuable effects of the Corporation in a depository selected by the Board of Directors, make such financial reports as directed by either the Board of Directors or the President, sign checks of the Corporation (said checks shall also be signed by either the President, Vice President or the Secretary), render to the President and Directors at the regular meetings of the Board of Directors or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform all other duties as may be prescribed by the Board of Directors or by the President. All records, books of account, etc., must be maintained at the registered office or principal office of the Corporation. 5,08 Parliamentarian The Parliamentarian may by appointed by the President from time to time to see that all rules of order are followed. 5.09 Salary of Officers The officers and agents of the Corporation shall not receive any salary for their service to the Corporation. Keep Baytown Beautiful, Inc. Page 4 of 8 BYLAWS OF KEEP BAYTOWN BEAUTIFUL, INC. ARTICLE SIX - FINANCIAL ADMINISTRATION 6.01 Fiscal Year The fiscal year of the Corporation shall begin on the 1st day of October and end on the 30th day of September each year. 6.02 Operating Funds No profit shall ever be realized by any person in the operation of this corporation. The Corporation will have the power to raise money, charge for memberships, accept gifts and donations, apply for and receive grants, and otherwise generate revenue for its expenses. The funds that are raised will be used to carry out community projects or the charitable and educational purposes of the organization. Any funds of the Corporation which are not required immediately for the ongoing activities of the Corporation may be invested by the Board of Directors. In the event of dissolution of this Corporation, all remaining funds or assets of said Corporation, after the payment of all corporate debts, shall vest in the City of Baytown for the purpose of maintaining a clean, safe, and attractive city. 6.03 Entering into Contracts The Board of Directors may authorize any officer(s) or agent(s) to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or may be confined to specific instances. Keep Baytown Beautiful, Inc. Page 5 of 8 BYLAWS OF KEEP BAYTOWN BEAUTIFUL, INC. 6.04 Annual Budget An annual budget shall be submitted to the Board of Directors for approval no later than September's regularly scheduled Board meeting. 6.05 Annual Audit The Board of Directors shall provide for an annual outside financial audit. ARTICLE SEVEN - COMMITTEES 7.01 Executive Committee This responsibility falls upon Officers and the Board of Directors until Executive Committee becomes necessary and is approved by a majority vote of the Board of Directors. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer and Executive Director. The duties of the Executive Committee shall be to function as the nominating committee for Board Officers, be the recommending committee for new Directors, and authorize and exercise all functions of the Board, subject to final approval by the Board. 7.02 Other Committees The Committee Chair shall be nominated by the President and approved by the Board of Directors. All committees shall serve the objectives of the Organization. The Chair and member positions are not limited to Directors or citizens of Baytown. The committee operates under the supervision and direction of the Board of Directors. The Board of Directors may override decisions of the committee. ARTICLE EIGHT - EXECUTIVE DIRECTOR 8.01 Executive Director If an Executive Director is hired by the Board, said Executive Director shall have charge of the business, property, and general programs of the Corporation, including the maintenance of records of the Board of Directors and minutes as recorded by the Secretary and approved by the Board of Directors. As set forth in the Corporation's internal financial controls and accounting procedure, all checks will be prepared for payment of approved costs and shall be signed by the Treasurer and one of the following: President, Vice President, or Secretary. The Executive Director shall give or cause to be given all notices required by law or by these Bylaws and shall be responsible for ensuring all meetings comply with the Texas Open Meetings Act. ARTICLE NINE - AMENDMENTS TO BYLAWS 9.01 Amendments to Bylaws These Bylaws shall be adopted by the Board of Directors of said Corporation. The power to alter, amend, or repeal the Bylaws or to adopt new Bylaws is vested in the Board of Directors. Any alteration, amendment or repeal requires a majority vote by members of the Board of Directors in a meeting called for that purpose. Keep Baytown Beautiful, Inc. Page 6 of 8 BYLAWS OF KEEP BAYTOWN BEAUTIFUL, INC. ARTICLE TEN - INDEMNITY 10.01 Indemnity Subject to Chapter 8 of the Business Organizations Code, the Board of Directors shall authorize the Corporation to pay or reimburse any current or former Director or Officer of the Corporation for any costs, expenses, fines, settlements, judgments, and other amounts, actually and reasonably incurred by such person in any action, suit, or proceeding to which he is made a party by reason of holding such position as Officer or Director; provided, however, that such Officer or Director shall not receive such indemnification if he/she is finally adjudicated in such instance to be liable for negligence or misconduct in office. The indemnification herein provided shall also extend to good faith expenditures incurred in anticipation of, or preparation for, threatened or proposed litigation. The Board of Directors may, in proper cases, extend the indemnification to cover the good faith settlement of any such action, suit, or proceedings, whether formally instituted or not. ARTICLE ELEVEN - MISCELLANEOUS 11.01 Miscellaneous The Board of Directors shall provide a Corporate Seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation, substantially as follows: Keep Baytown Beautiful, Inc., Baytown, Texas. Keep Baytown Beautiful, Inc. Page 7 of 8 BYLAWS OF KEEP BAYTOWN BEAUTIFUL, INC. 11.02 Table of Contents and Headings The Table of Contents and Headings used in these Bylaws have been inserted for convenience only and do not constitute matter to be used in construing or interpreting them. 11.03 Construction Whenever the context so requires, the use of a masculine pronoun shall include the feminine, and singular shall include plural and conversely. If any portion of these Bylaws shall be invalid or inoperative, then, so far as is reasonable and possible: A. The remainder of these Bylaws shall be considered valid and operative, and B. Effect shall be given to the intent manifested by the portion held invalid or inoperative, in so far as not prohibited by law. 11.04 Relation to Articles of Incorporation These Bylaws are subject to and are governed by the Articles of Incorporation of Keep Baytown Beautiful, Inc. CERTIFICATE This is to certify that the foregoing is a true and correct copy Amended Bylaws of Keep Baytown Beautiful, Inc. and that such Bylaws were duly adopted by the Board of Directors of said Corporation on ATTEST: \ Secretary of the Corporation Keep Baytown Beautiful, Inc. Page 8 of 8