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BHPFC Resolution No. 1RESOLUTION NO. 1 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN HOSPITALITY PUBLIC FACILITIES CORPORATION APPROVING THE BYLAWS OF THE BAYTOWN HOSPITALITY PUBLIC FACILITIES CORPORATION; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN HOSPITALITY PUBLIC FACILITIES CORPORATION: Section 1: That the Board of Directors of the Baytown Hospitality Public Facilities Corporation hereby approving the Bylaws of the Baytown Hospitality Public Facilities Corporation, which are attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: This resolution shall take effect from and after its passage by the Board of Directors of the Baytown Hospitality Public Facilities Corporation. INTRODUCED, READ and PASSED by the affirmative vote of the Board of Directors of the Baytown Hospitality Public Facilities Corporation, this the 3`d day of October, 2019. B ND N CAPETILLO, President JA EST: L TICIA BRYSCH,'stant Secretary S NACIO RAMIREZ, SR. neral Counsel R:AKaren\Files\City Council\PFC\ResolutionAOctober 3TFCBy1aws.doc TOIRMA -I BYLAWS OF BAYTOWN HOSPITALITY PUBLIC FACILITIES CORPORATION PURPOSE AND POWERS Section 1. Purpose. Baytown Hospitality Public Facilities Corporation (the "Corporation") is incorporated for the purposes set forth in its Certificate of Formation, the same to be accomplished on behalf of the City of Baytown, Texas (the "City"), as its duly constituted authority and instrumentality in accordance with Local Government Code Chapter 303, as amended (the "Act"). Section 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by the Act, and shall have all the powers set forth and conferred in its Certificate of Formation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein. Section 3. Conditions Precedent to Issuance of Obligations. The Corporation shall not issue any obligations unless: (a) the City Council of the City (the "Governing Body") has approved by resolution the issue of the obligations; and (b) the Attorney General of the State of Texas has approved the obligations to the extent required by State law. Section 4. Books and Records; Approval of Programs and Financial Statements. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors (the "Board") and committees having any of the authority of the Board. All books and records of the Corporation shall be kept at the principal office of the Corporation where they shall be available to the public in accordance with Chapter 552, Texas Government Code, as amended. The City shall be entitled to approve all programs and expenditures of the Corporation and annually review any financial statements of the Corporation. Section 5. 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 individual, firm or corporation, except that in the event the Board shall determine that sufficient provision has been made for the full payment of the expenses, bonds, and other obligations of the Corporation issued to finance all or part of the cost of a project, then any net earnings of the Corporation thereafter accruing with respect to said project shall be paid to the City. 4812-3362-1911vA 63325-1 ARTICLE II Section 1. Powers, Number and Term of Office. The property and affairs of the Corporation shall be managed and controlled by the Board and, subject to the restrictions imposed by law, the Act, the Certificate of Formation, and these Bylaws, the Board shall exercise all of the powers of the Corporation. The Board shall consist of eleven (11) directors, all appointed by the Governing Body. The number of directors may be changed by amendment to these Bylaws, but such number must be at least three (3) at all times. The directors constituting the first Board shall be those directors named in the Certificate of Formation, each of whom shall serve for a maximum term of six years or until his or her successor is appointed as hereinafter provided. Subsequent directors shall hold office for a maximum term of six years or until their successors are appointed as hereinafter provided. Directors who also serve on the board of the Baytown Municipal Development District shall serve for a term commensurate with their term for such district. If a Board member is also a member of the Baytown City Council, such Board member shall be deemed to have resigned from the Board when he or she is no longer a member of the Baytown City Council. Section 2. Removal of Directors. Any director may be removed from office, by the Governing Body, for cause or at will. Section 3. Meetings of Directors. The directors may hold their meetings at such place or places within the city of Baytown, Texas as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at the registered office of the Corporation in the State of Texas (the "State"), as specified in the Certificate of Formation. Every regular or special meeting of the Board shall be open to the public, except as otherwise permitted by the Constitution of the State or Chapter 551, Texas Government Code, as amended. 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 the Board and with such notice as may be required from time to time by law. Section 5. Special Meetings. Special Meetings of the Board shall be held whenever called by the president, general manager, by one (1) less than a majority of the members of the Board then being in office or upon advice or request by the Governing Body and with such notice as may be required from time to time by law. Section 6. Public Notice. Written notice of the date, hour, place and subject of each meeting of the Board shall be posted at such times and in such places as notice of each meeting of the Governing Body is posted, all as prescribed by Chapter 551, Texas Government Code, as amended. 2 Section 7. Quorum. A majority of the directors currently serving shall constitute a quorum for the consideration of matter pertaining to the purposes of the Corporation. The act, request, designation, or determination of a majority of the members of the Board present at a meeting at which a quorum is in attendance shall constitute the act, request, designation, or determination of the Board, as applicable, unless the act of a greater number is required by law. Section S. Conduct of Business. At the meetings of the Board, matters pertaining to the put -poses 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 president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. In the absence of both the president and vice president, a member of the Board selected by the members present, shall preside. 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 9. Public Hearings. Public hearings required under Section 147(f) of the Internal Revenue Code of 1986, as amended, may be called and conducted by any officer or director of the Corporation or the City Manager- of the City of Baytown, Texas, and such person may establish the date, place and time of the hearing and may give notice of the hearing. Section 10. Executive Committee. The Board, by resolution passed by a majority of the members of the Board in office, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board in the management of the Corporation, except where action of the Board is specified by law. The executive committee shall act in the manner provided in such resolution. The executive 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. Section 11. Compensation of Directors. Directors as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Section 12. Indemnification. The Corporation shall have the power to indemnify any director, officer, or former director or officer of the Corporation for expenses and costs (including attorneys' fees) actually and necessarily incurred by such director or officer in connection with any claim asserted against such director or officer's being or having been a director or officer, except in relation to matters as to which such director or officer shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought. If the Corporation has not fully indemnified such director or officer, the court in the proceeding in which any claim against such director or officer has been asserted or any court having the requisite jurisdiction of an action instituted by such director or officer on such director's or officer's claim for indemnity may assess indemnity against the Corporation, its receiver, or trustee for the amount paid by such director or officer (including attorneys' fees) in satisfaction of any judgment or in compromise of any such claim (exclusive in either case of any amount paid to the Corporation), actually and necessarily incurred by such director or officer in connection therewith to the extent that the court shall deem reasonable and equitable; provided, nevertheless, that indemnity may be assessed under this Section 12 only if the court finds that the person indemnified was not guilty of negligence or misconduct in respect of the matter in which indemnity is sought. ARTICLE III OFFICERS Section 1. Titles and Term of Office. The officers of the Corporation shall be a president, a vice president, a secretary and 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 that the president shall not hold the office of secretary. Terms of office shall not exceed [three] years. Upon the expiration of the terms, each officer shall have the right to be reappointed or reelected. All officers shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the entire Board. A vacancy in the office of any officer shall be filled by a vote of a majority of the Board. Section 2. Powers and Duties of the President. The president shall be a member of the Board of the Corporation, shall be the chief executive officer of the Corporation, and, subject to the Board, shall be in general charge of the properties and affairs of the Corporation; shall preside at all meetings of the Board; in furtherance of the purposes of this Corporation, may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other documents, agreements, and instruments in the name of the Corporation; and make decisions in regard to the day to day affairs of the Corporation. Section 3. Vice President. The vice president shall be a member of the Board, shall have such powers and duties as may be assigned by the Board or the president; and shall exercise the powers of the president during the president's absence or inability to act. 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. Secretary. The secretary shall keep the minutes of all meetings of the Board in books provided for that purpose; shall give and serve all notices; in furtherance of the purposes of the Corporation, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, and other documents, agreements, and instruments of the Corporation; shall have charge of the corporate 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 inspection upon application at the office of the Corporation during business M hours; and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 5. Compensation of Officers. Officers as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE IV PROVISIONS REGARDING CERTIFICATE OF FORMATION AND BYLAWS Section 1. Effective Date. These Bylaws shall become effective only upon the occurrence of the following events: (a) the approval of these Bylaws by the Governing Body; and (b) the adoption of these Bylaws by the Board. Section 2. Amendments to the Certificate of Formation and Bylaws. The Certificate of Formation may at any time and from time to time be amended, provided that the Board file with the Governing Body a written application requesting that the Governing Body approve such amendment to the Certificate of Formation, specifying in such application the amendment or amendments proposed to be made. If the Governing Body by appropriate resolution finds and determines that it is advisable that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment, the Board shall proceed to amend the Certificate of Formation as provided in the Act. The Certificate of Formation may also be amended at any time by the Governing Body at its sole discretion by adopting an amendment to the Certificate of Formation of the Corporation by resolution of the Governing Body and delivering the Amendment to the Certificate of Formation to the Secretary of State as provided in the Act. These Bylaws may be amended by a majority vote of the Board. Section 3. Interpretation of Bylaws. These Bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section, or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder- of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section, or other part of these Bylaws to any other person or circumstance shall not be affected thereby. FRt1A6toIfDIiI GENERAL PROVISIONS Section 1. Principal Office. The principal office of the Corporation shall be the registered office of the Corporation located at 2401 Market Street, Baytown, Texas 77520, as specified in the Certificate of Formation. The Corporation shall have and continuously designate a registered agent at its office, as required by the Act. Section 2. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board. Section 3. Seal. The Seal of the Corporation may be as determined by the Board. Section 4. Notice to Board and Waiver of Notice. Whenever any notice whatsoever is required to be given to a member of the Board under the provisions of the Act, the Certificate of Formation, or these Bylaws, said notice shall be deemed to be sufficient if given by email, to the extent permitted by law, or given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his post office address or by sending a facsimile to such person, each at the 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 or facsimile transmission. Attendance of a member of the Board at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at nor the put -pose of any regular or special meeting of the Board need be specified in the notice given to a director or waiver of notice of such meeting, unless required by the Board. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 5. Resignations. Any member of the Board or officer of the Corporation may resign at any time. Such resignation shall be made in writing and shall take effect at the same time specified therein, or, if no time is specified, at the time of its receipt by the president or secretary. Notwithstanding the foregoing, the resignation of a member of the Board from his or her office or the Corporation or position of employment with the City shall be deemed to be a resignation of that person from the Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 6. Approval or Advice and Consent of the Governing Body. To the extent that these Bylaws refer to any approval by the City or refer to advice and consent by the City, such advice and consent shall be evidenced by a certified copy of a resolution, ordinance, or motion duly adopted by the Governing Body. Section 7. Organizational Control. The City may, at its sole discretion, and at any time, alter or change the structure, organization, programs, or activities of the Corporation rc (including the power to terminate the Corporation), subject to any limitation on the impairment of contracts entered into by such Corporation. Section 8. Dissolution of the Corporation. Upon dissolution of the Corporation, title to or other interests in any real or personal property owned by the Corporation at such time shall vest in the City. The undersigned secretary of the Corporation hereby certifies that these Bylaws were duly adopted by the Board of Directors of the Corporation as of , 2019. Secretary VA