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HomeMy WebLinkAboutRes 2021-07 Amending the Friends of West University Plarks Fund Governing Board DocumentsCity of West University Place Harris County, Texas Resolution No. 2021-07 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST UNIVERSITY PLACE APPROVING AMENDMENTS TO THE GOVERNING DOCUMENTS OF THE FRIENDS OF WEST UNIVERSITY PARKS FUND; AND CONTAINING FINDINGS AND PROVISIONS RELATED TO THE SUBJECT. WHEREAS, the Friends of West University Parks Fund (the "Friends") is a non-profit corporation organized to engage in activities necessary and incidental to the acquisition of land, and the construction, maintenance and improvements of existing and future park sites in the City of West University Place; and WHEREAS, the Friends have submitted proposed changes to their governing documents, including an "AMENDED AND RESTATED CERTIFICATE OF FORMATION OF FRIENDS OF WEST UNIVERSITY PARKS FUND" and a "SECOND AMENDED AND RESTATED BYLAWS FOR THE FRIENDS OF WEST UNIVERSITY PARKS FUND"; WHEREAS, the City Council and reviewed and desires to approve the recommended changes to the Friends' governing documents; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WEST UNIVERSITY PLACE: Section 1. The AMENDED AND RESTATED CERTIFICATE OF FORMATION OF FRIENDS OF WEST UNIVERSITY PARKS FUND attached hereto as Exhibit A is approved. Section 2. The SECOND AMENDED AND RESTATED BYLAWS FOR THE FRIENDS OF WEST UNIVERSITY PARKS FUND attached hereto as Exhibit B is approved. APPROVED AND ADOPTED on the 24th day of May, 2021. (Seal) heima A. uniam, Glty Secretary Recommended: Da Beach, Ci Manager Signed: r / Bob Higley, ' yo Revie d: 7 Scott Bounds, Attorney, Olson & Olson EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF FORMATION OF FRIENDS OF WEST UNIVERSITY PARKS FUND With All Amendments Through May 24, 2021 ARTICLE I The name of the corporation is Friends of West University Parks Fund (the "Corporation"). ARTICLE II The Corporation is a nonprofit corporation. ARTICLE III The period of the Corporation's duration is perpetual. ARTICLE IV The purposes for which the Corporation is organized and to be operated are exclusively charitable, scientific, literary or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and future corresponding revenue laws of the United States (the "Code"), including, but not limited to, the following specific purposes: (a) to solicit gifts and bequests and to administer funds solely to be used for acquisition of land, and the construction, maintenance and improvements of parks, including existing and future park sites, in the City of West University Place, Texas (the "City"); (b) to review and make advisory recommendations to the Parks and Recreation Board (the "Parks Board") and/or the City Council (the "City Council") of the City, pertaining to the use of funds held by the Corporation; and (c) to engage in any and all activities which may be necessary or incidental to the accomplishment of the above purposes. The broadest discretion is vested in and conferred upon the board of directors (the "Board of Directors") of the Corporation for the accomplishment of these purposes; provided, however, that no contributions shall be made or distributed to or for any person, firm, corporation, or other entity that shall apply, directly or indirectly, such contributed funds for any purpose or purposes in violation of applicable law or that would invalidate its status as an organization exempt from federal income tax and described in Section 501(c)(3) of the Code. US 6583141 ARTICLE V The street address of the current registered office of the Corporation is 1999 Bryan St. Suite 900, Dallas, TX 75201-3136, and the name of the Corporation's current registered agent at such address is CT Corporation System. ARTICLE VI (a) The number of directors ("Directors") on the Board of Directors shall be not less than 11 nor more than 21, as determined from time to time by the City Council, with each Director holding a separately -numbered position: (i) Position I shall be appointed by City Council, be a member of the Parks Board, and shall serve ex officio and vote; (ii) Position 2 shall be the Executive Director (or other person designated by the City Manager of the City), serving ex officio and non-voting; and (iii) The remaining positions shall be appointed by the City Council in accordance with the policy attached hereto as Exhibit A. The City Manager shall appoint the Executive Director. The Executive Director shall hold such office until the earlier of being removed by the City Manager in his or her sole discretion or upon the Executive Director's death or resignation. Any vacancy in such office shall be filled by the City Manager. In addition to serving on the Board of Directors, the Executive Director shall be responsible for record keeping and storage of files, serve as the main point of contact with donors, prepare and submit foundation grant proposals, coordinate all of the Corporation's programs, including the Park Lovers' Ball and Fathers and Flashlights, and such other duties as may be prescribed by the City or Board of Directors from time to time. (b) In case the City Council does not designate which Position each appointee shall hold, the appointees shall be assigned to the available Positions in numerical order in the exact order in which they are appointed or listed by the City Council. (c) Except for Position 1 and Position 2, which shall have unlimited office terms, each Position on the Board of Directors shall have three-year terms of office, with each term ending as follows: (i) Position 3, Position 4, Position 5, Position 12, Position 13, Position 14 and Position 21: The current terms extend through August 31, 2022. Subsequent terms extend through each third August 31 thereafter, in succession (i.e., through August 31, 2025; August 31, 2028; and so forth). (ii) Position 6, Position 7, Position 8, Position 15, Position 16, Position 17 and Position 19: The current terms extend through August 31, 2023. Subsequent terms Note to Draft: V&E to file forms with the Texas Secretary of State changing the registered office and registered agent and confirm CT Corp's address. Board resolutions to be updated accordingly. 2 extend through each third August 31 thereafter, in succession (i.e., through August 31, 2026; August 31, 2029; and so forth). (iii) Position 9, Position 10, Position 11, Position 18 and Position 20: The current terms extend through August 31, 2021. Subsequent terms extend through each third August 31 thereafter, in succession (i.e., through August 31, 2024; August 31, 2027; and so forth). Each person appointed to any Positions other than Positions 1 or 2 shall serve for the specific term, or the unexpired portion thereof, of the position to which the Director is appointed. [An appointment for a term not yet commenced may be made no sooner than the 60th day preceding the first day of the term.] (d) Each appointed Director of the Board shall also serve after the expiration of the term of office to which the Director is appointed, until the Director's successor is duly selected and qualified, but only to the extent that the Director's continued service is necessary to maintain at least eleven Directors on the Board. If two or more Directors' terms expire simultaneously, and if less than all of them are required to continue serving in order to maintain eleven Directors, then the Directors who shall continue serving shall be determined inversely by length of continuous service on the Board, such that those Directors with the shortest periods of continuous service shall continue service, to the extent necessary to maintain eleven Directors. (e) In the event of resignation, death, loss of qualifications or removal from office of an appointed Director, a successor shall be appointed by the City Council to serve the remaining unexpired portion of the term of office of the vacant position. (f) The positions and names of the Board now in office are as follows: Pos. Name 1 Sami Morrison 2 Donna LaMond 3 Katie Hill 4 Kimberly Eads 5 Christine Parker 6 Michelle Huth 7 Christina Kuhl 8 Matthew Foytlin 9 Sarah Knysh 3 10 Stephen Jacobson 11 Christi Young 12 Grace O'Malley Ebaugh 13 Mary Frances DuMay 14 Kelly Beth Hapgood 15 Stephen Olson 16 Judy Cheng 17 Mark Prescott 18 Mitra Woody 19 Kelly Hill 20 Dan Fertig 21 Danny Droubi ARTICLE VII The Corporation shall have no members. ARTICLE VIII Regardless of any other provision of this Certificate of Formation or of the laws of the State of Texas, the Corporation shall not: (a) permit any part of the net earnings of the Corporation to inure to the benefit of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the Corporation affecting one or more of its purposes); (b) carry on propaganda, or otherwise attempt to influence legislation; (c) participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office; or (d) attempt to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drives. ARTICLE IX If the Corporation is a private foundation within the meaning of Section 509(a) of the Code, the Corporation: (a) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code; (b) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code; (c) shall not retain any excess business holdings as defined in Section 4943(c) of the Code; (d) shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code; and the Code. (e) shall not make any taxable expenditures as defined in Section 4945(d) of ARTICLE X (a) A Director of the Corporation shall not be liable to the Corporation for monetary damages for any act or omission in the Director's capacity as a Director, except that this Article X does not eliminate or limit the liability of a Director for: (i) a breach of a Director's duty of loyalty to the Corporation; (ii) an act or omission not in good faith that (A) constitutes a breach of duty of the Director to the Corporation, or (B) involves intentional misconduct or a knowing violation of law; (iii) a transaction from which a Director received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the Director's duties; or (iv) an act or omission for which the liability of a Director is expressly provided by an applicable statute. (b) If it is determined that the laws of the State of Texas authorize, or if such laws are amended to authorize, action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited by this Article X (without the need of any formal amendment), to the fullest extent permitted by such statutes as so amended. Any repeal or amendment of such statutes or of the foregoing paragraph shall be prospective only and shall not adversely affect any right of protection of a Director of the Corporation existing at the time of such repeal or modification. ARTICLE XI The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or other person related to the Corporation, to the extent provided by law, including Chapter 8 of 5 the Texas Business Organizations Code ("TBOC"). The Board of Directors shall have the power in the Corporation's Bylaws to define the requirements and limitations for the Corporation to indemnify directors, officers, or others related to the Corporation. ARTICLE XII Because of the public and charitable nature of this Corporation to benefit and aid the parks of the City: (a) This Certificate of Formation may be altered, amended or repealed, and a new Certificate of Formation may be adopted at any regular or special meeting of the Board by the affirmative vote of the Board; provided, however, that (10) days' written notice of such meeting and the proposed amendment must be given to each Director by the Secretary or another officer, and that any amendment so adopted must be approved by the City Council by resolution or ordinance before it takes effect; and (b) Any of the Directors of the Corporation, except the Executive Director, may be removed from office by resolution of the City Council. ARTICLE XIII Upon the dissolution of the Corporation and pursuant to Section 22.304(a) of TBOC, its property and assets shall be distributed as follows: (a) All liabilities and obligations of the Corporation shall be paid, satisfied and discharged; provided, however, that if the Corporation's property and assets are not sufficient to satisfy or discharge all the Corporation's liabilities and obligations, the Corporation shall apply them so far as they will go to the just and equitable payment of the liabilities and obligations. (b) Property held by the Corporation on a condition requiring return, transfer, or conveyance because of the winding up or termination shall be returned, transferred, or conveyed in accordance with that requirement. Any remaining assets of the Corporation shall be transferred or conveyed directly to the Treasurer of the City for a public purpose or to one or more organizations described in Section 501(c)(3) of the Code. (c) In no event shall any asset or assets of the Corporation be transferred or conveyed, directly or indirectly, at any time, to any of the Corporation's Directors or officers or to any official or employee of the City. Exhibit A FRIENDS OF WEST UNIVERSITY PARKS FUND POLICY TO APPOINT AND REAPPOINT DIRECTORS Appointments: Applications are received by the Executive Director. 2. Executive Director reviews and validates the application and forwards qualified applications to the Corporation's Executive Committee (Chairman, Vice Chairman, Secretary, Treasurer, Executive Director and Parks Director). 3. The Executive Committee reviews the application to determine whether the applicant qualifies for an interview with the Interview Committee (Executive Director and a minimum of two members of the Executive Committee). 4. The Interview Committee will interview recommended applicants and based upon the results of the interview make a determination on whether to recommend an applicant for consideration by the City Council. 5. The City Council will consider recommended prospective Director applicants at a regularly scheduled meeting. At its discretion, the City Council may request the applicant to be present at the meeting at which he or she is being appointed. Reappointments: Each position on the Board is for a staggered three-year term. As the term of a Director nears expiration, the process for reappointment is as follows: The Executive Director evaluates the Director's contributions to the Board during their term to determine if that member should be recommended to the Executive Committee for reappointment. 2. The Executive Committee will review recommended reappointments and if the committee agrees that the Director should be reappointed, the Executive Director will contact such Director to confirm their interest in continuing to serve. 3. If such Director desires to be reappointed, the Executive Director forwards a recommendation for reappointment to City Council. 4. City Council will consider recommended reappointments to the Board at a regularly scheduled meeting. At its discretion, the City Council may request the applicant to be present at the meeting at which he or she is being reappointed. EXHIBIT B SECOND AMENDED AND RESTATED BYLAWS FOR THE FRIENDS OF WEST UNIVERSITY PARKS FUND With All Amendments Through May 24, 2021 ARTICLE I BOARD OF DIRECTORS Section 1.1 Powers of Directors. The Board of Directors (the "Board of Directors") shall be in charge of the management and control of the property and business affairs of the Friends of West University Parks Fund (the "Corporation") and is vested with all of the powers possessed by the Corporation itself so far as this delegation of authority is not inconsistent with the laws of the State of Texas, with the Certificate of Formation of the Corporation or with these Bylaws, but such powers may only be exercised in furtherance of one or more of the following purposes: (a) to solicit gifts and bequests and to administer funds solely to be used for acquisition of land, and the construction, maintenance and improvement of parks, including existing and future park sites, in the City of West University Place, Texas (the (b) to review and make advisory recommendations to the Parks and Recreation Board (the "Parks Board") and/or the City Council (the "City Council") of the City, pertaining to the use of funds held by the Corporation; provided, however, that certain decisions with respect to the expenditure of funds held by the Corporation shall be subject to the approval of the City Council as described herein; and (c) to engage in any and all activities which may be necessary or incidental to the accomplishment of the above purposes. Section 1.2 Regular Meetings of Directors. (a) A regular meeting of the Board of Directors shall be held on the second Wednesday of each month at 11:30 a.m. Houston, Texas time, or at such other time as the Board of Directors may determine and at a location previously determined by the Board of Directors. Section 1.3 Notice of Meetings of Directors. No notice shall be required for any regular meeting of the Board of Directors. Special meetings of the Board of Directors may be held at any time or place whenever called by a majority of the Directors, with five (5) days' notice thereof being given by the Secretary or another officer to each Director, or such meetings may be held, at any time without formal notice provided all the Directors are present, or if not present have waived notice thereof in writing. Such special meetings shall be held at such time and place as the notice or waiver thereof shall specify. Any meeting at which every Director is present, or of which those not present have waived notice, shall be a legal meeting for the transaction of business, notwithstanding that notice had not been given as hereinabove provided. US 6405131 Section 1.4 Quorum of Directors. A quorum for the transaction of business at a meeting of the Board of Directors consists of the lesser of (a) six or more directors ("Directors") of the Board of Directors and (b) the majority of the members of the Board of Directors fixed in accordance with the Corporation's Certificate of Formation minus the number of vacancies on the Board of Directors (i.e., if the number of Directors is fixed at eleven, and if there are two vacancies, a quorum is five, which is a majority of nine); provided, however, that a quorum shall never be less than four members of the Board of Directors. When a quorum is present at any meeting, a majority vote of the Directors in attendance shall decide any question brought before such meeting in the absence of an express provision to the contrary in these Bylaws. Section 1.5 Voting. (a) Directors of record may vote at any meeting in person or by proxy. Each Director shall be entitled to one vote. (b) The affirmative vote of a majority of the Directors (voting personally or by proxy) on a measure at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by these Bylaws or the Certificate of Formation. (c) A Director may vote at a meeting of the Board of Directors by proxy executed in writing by the Director and delivered to the Secretary at or prior to such meeting; however, a Director voting by proxy at any meeting of the Board of Directors may not be counted to determine whether a quorum is present at such meeting. Each proxy shall be revocable unless expressly provided therein to be irrevocable, or unless otherwise made irrevocable by law. Section 1.6 Removal. Any member of the Board of Directors, other than the Executive Director, may be removed from office by the City Council whenever, in its judgment, the best interests of the Corporation would be served thereby. Section 1.7 Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a sufficient number of members of the Board of Directors or a committee thereof as would be necessary to take the action at a meeting at which all, and not just a quorum, of the members of the Board of Directors were present and voted. Section 1.8 Remote Participation. The Board of Directors or a committee thereof may hold a regular or special meeting by means of a conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting is to take place at the meeting, the Corporation must: (a) implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified; and (b) keep a record of any vote or other action taken. 2 ARTICLE II OFFICERS Section 2.1 Officers. The Board of Directors shall select a Chair of the Board of Directors, a Vice -Chair, a Secretary and a Treasurer, and such other officers as the Directors deem necessary. In no case may the same person serve as both the Chair of the Board of Directors and as Secretary. Each officer must also be a Director at all times. Each officer shall hold office through the next occurring August 31 and thereafter until the officer's successor is selected and qualifies; provided, however, that if an officer ceases to be a Director, he shall cease to be an officer as well, regardless of whether a successor is selected and qualifies, but only to the extent that the Director's continued service is necessary to maintain at least eleven Directors on the Board of Directors. The Board of Directors may adopt administrative procedures as are necessary or convenient to accomplish the purposes set out in the organization of the Corporation. Section 2.2 Selection of Officers. An election of officers for all open positions shall be held from time to time at any meeting of the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors. Upon receiving notice of an officer's resignation, the Executive Director, in consultation with other Directors of the Corporation, shall determine suitable replacements and nominate prospective officers for the Board of Directors to approve. Section 2.3 Removal. Any officer may be removed by the Board of Directors whenever, in the judgment of the Board of Directors, the best interests of the Corporation would be served thereby. A vacancy in any office, whether by death, loss of qualifications, resignation or removal from office, shall be filled by the Board of Directors. Section 2.4 Chair. The Chair shall be the principal executive officer of the Corporation and shall in general supervise the business and affairs of the Corporation. The Chair shall also have the title of President. The Chair may sign, with the Secretary, Executive Director or any other proper officer of the Corporation, authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general, shall perform all duties incident to the office of the Chair and such other duties as may be prescribed by the Board of Directors from time to time. Section 2.5 Vice -Chair. In the absence of the Chair or in the event of his inability or refusal to act, the Vice -Chair shall perform the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice -Chair shall also have the title of Vice -President. Any Vice -Chair shall perform such other duties as from time to time may be assigned by the Chair or Board of Directors. Section 2.6 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more electronic books provided for that purpose; provide a copy of each set of minutes to the City Council promptly; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; keep a register of the post -office addresses of each Director which shall be furnished to the Secretary by each Director; and in general perform all other duties incident to the office of Secretary and other duties as from time to time may be assigned to him by the Chair or by the Board of Directors. Section 2.7 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever; and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chair or by the Board of Directors. Section 2.8 No Dividends or Compensation. Neither dividends nor compensation of any kind shall be paid to the officers or Directors of the Corporation. For the avoidance of doubt, the City of West University Place shall compensate the Executive Director for his or her service to the Corporation. ARTICLE III EXECUTIVE DIRECTOR Section 3.1 Appointment. The City Manager shall appoint a person to serve as the Executive Director of the Corporation. Section 3.2 Duties. The Executive Director shall be an ex officio member of the Board of Directors and shall see that all orders and resolutions of the Corporation are carried into effect. ARTICLE IV ANNUAL ACCOUNTING PERIOD The fiscal year of the Corporation shall be the same as the fiscal year adopted by the City. ARTICLE V OFFICES The principal office of the Corporation shall be located in the City, at 4210 Bellaire Boulevard, West University Place, Texas 77025. The Corporation may change such office, or have such other offices within the State of Texas as the Board of Directors may determine or as the affairs of the Corporation may require from time to time. The Corporation shall also have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Business Organizations Code ("TBOC"). The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors. C! ARTICLE VI RESIGNATION Any Director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the Chair, Secretary of the Corporation, or Executive Director. The acceptance of a resignation shall not be necessary to make it effective unless expressly provided in the resignation. ARTICLE VII CONTRACTS, CHECKS, DEPOSITS & FUNDS Section 7.1 Expenditures and Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to make expenditures and to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; however: (a) expenditures and contracts may only be made for the purpose described in Article I, Section 1 hereof, and (b) neither expenditures nor contracts aggregating more than $50,000 in any single fiscal year (measured in terms of value transferred or agreed to be transferred from the Corporation) may be made unless the amount and purpose of the excess above $50,000 is affirmatively approved by both the Board of Directors and the City Council. Section 7.2 Checks, Drafts, Orders, Notes and Other Evidence of Indebtedness. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by any officer or officers, agent or agents of the Corporation that the Board has authorized, and shall be signed by at least two such officers of the Corporation if the amount is in excess of $1,000. Section 7.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Section 7.4 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. ARTICLE VIII BOOKS AND RECORDS Section 8.1 Records. 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. Unless otherwise approved by the City Council, such books shall be kept by the Treasurer on behalf of the Corporation. 5 Section 8.2 Reports. The Corporation shall provide financial reports to the Board of Directors as necessary to keep them reasonably apprised of the Corporation's financial status. The Corporation shall provide such financial reports to the City Council for such periods and at such times as they request. Section 8.3 Audits. The Corporation's financial records shall be audited annually by a certified public accountant as part of the City's annual audit. The results of that audit shall be provided to the Board of Directors. ARTICLE IX INDEMNIFICATION OF DIRECTORS AND OFFICERS Subject to the indemnification in question being covered under an insurance policy of the City or the Corporation ("Subject Insurance Policy"), the Corporation shall indemnify (which indemnification shall include, without limitation but subject to Section 7.1(b), advancing reasonable expenses to the extent such advances are covered under a Subject Insurance Policy) any person who is or was a director (including the Executive Director), officer, employee or Advisory Board member of the Corporation. The Corporation may indemnify (which indemnification may include, without limitation but subject to Section TIN, advancing reasonable expenses) any person who is or was a director (including the Executive Director), officer, employee or Advisory Board member of the Corporation to the fullest extent required or permitted by applicable law, including Chapter 8 of TBOC, and subject to Section 7.1(b) even if the indemnification in question is not covered by a Subject Insurance Policy; provided that such indemnification shall not apply to any loss, claim, damage, liability or expense to the extent it is found in a final, non -appealable, determination by a court of competent jurisdiction to have resulted from such person's gross negligence, fraud or willful misconduct. The Corporation shall have the power to purchase and maintain at its expense insurance on behalf of such persons to the fullest extent permitted by applicable law, whether or not the Corporation would have the power to indemnify such person under the foregoing provisions. Any amendment to this Article IX shall be prospective only and shall not reduce or eliminate the right of any person to indemnification hereunder with respect to any act or failure to act occurring on or prior to the date of any such amendment. ARTICLE X AMENDMENTS The Bylaws of the Corporation may be altered, amended or repealed, and new Bylaws may be adopted at any regular or special meeting of the Board of Directors by the affirmative vote of the majority of Directors then serving; provided, however, that ten (10) days' written notice of such meeting and the proposed amendment must be given to each Director by the Secretary or another officer, and that any amendment so adopted must be approved by the City Council by resolution or ordinance before it takes effect. 1 ARTICLE XI ADVISORY BOARD MEMBERS Section 11.1. Powers of Advisory Board Members. Members of the Advisory Board shall have no voting or executive powers of the Corporation, but will act under the direction of the Corporation's Board. Advisory Board Members will have no official meeting requirements but are encouraged to attend regular meetings of the Board of Directors. Advisory Board Members will act as ambassadors of the Friends of West University Parks Fund, and will: (a) assist the Board of Directors with the solicitation of gifts and bequests to be used for the acquisition of land, and the construction, maintenance and improvement of parks, including existing and future park sites, in the City; (b) make advisory recommendations to the Board of Directors; and (c) under the direction of the Board of Directors, engage in any and all activities which may be necessary or incidental to the accomplishment of above purposes. Section 11.2. Number and Tenure. The number of members of the Advisory Board shall not be more than 25 members, as determined by the Board of Directors and approved by the City Council. Section 11.3. Removal. Any member of the Advisory Board may be removed from office by either the Board of Directors or the City Council whenever, in their judgment, the best interests of the Corporation would be served thereby. ARTICLE XII MISCELLANEOUS Section 12.1. Notice and Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, such notice shall be deemed to be given (a) when sent by email to the email address that appears in the records of the Corporation or (b) deposited in the United States mail in a sealed postpaid envelope addressed to the person entitled thereto at such person's post office address, as such appears in the records of the Corporation. A member of the Board of Directors or Advisory Board may waive notice of any meeting. The attendance or participation of a member of the Board of Directors or Advisory Board at any meeting shall constitute a waiver of notice of such meeting unless such attendance or participation is for the purpose of objecting to the failure of notice. A waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Section 12.2 Conflicts of Interest. The Corporation's Conflict of Interest Policy attached to these Bylaws as Exhibit A are incorporated herein. Section 12.3 Other Agreements. For reference, the Corporation's Whistleblower Policy and Document Retention Policy are each attached to these Bylaws as Exhibit B and Exhibit C, but are not incorporated herein. 7 APPROVED by an affirmative vote of at least six members of the Board of Directors at a special meeting held on the day of , 2021, of which notice was duly given. Chair Vice -Chair ATTEST: Secretary APPROVED BY RESOLUTION NO. 2021-07, adopted on May 24, 2021, by the City C '1 of the City of West University Place. c ,e D Mayor Exhibit A [See Attached] EXHIBIT A FRIENDS OF WEST UNIVERSITY PARKS FUND CONFLICT OF INTEREST POLICY ARTICLE I PURPOSE The purpose of this conflict of interest policy (this "Policy") is to protect the interest of the Friends of West University Parks Fund (the "Parks Fund") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer of the Parks Fund, director ("Director") of the board of directors of the Parks Fund ("Board") or member of the advisory board ("Advisory Board") of the Parks Fund or might result in a possible excess benefit transaction. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. ARTICLE II DEFINITIONS 1. Interested Person Any Director, officer, or member of a committee with Board -delegated powers (such as a member of the Advisory Board) (a "Subject Person"), who has a direct or indirect financial interest, as defined below, is an "Interested Person." 2. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (a) An ownership or investment interest in any entity with which the Parks Fund has a transaction or arrangement, (b) A compensation arrangement with the Parks Fund or with any entity or individual with which the Parks Fund has a transaction or arrangement, or (c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Parks Fund is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the Board or an appropriate committee decides that a conflict of interest exists. US 6606045 ARTICLE III PROCEDURES Duty to Disclose In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors or members of a committee with Board -delegated powers considering the proposed transaction or arrangement. 2. Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the Interested Person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. Procedures for Addressing the Conflict of Interest (a) An Interested Person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (b) The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) After exercising due diligence, the Board or committee shall determine whether the Parks Fund can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Parks Fund's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 4. Violations of the Conflict of Interest Polic (a) If the Board or committee has reasonable cause to believe a Subject Person has failed to disclose actual or possible conflict of interest, it shall inform the Subject Person of the basis for such belief and afford the Subject Person an opportunity to explain the alleged failure to disclose. (b) If, after hearing the Subject Person's response and after making further investigation as warranted by the circumstances, the Board or committee determines the Subject 2 Person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. ARTICLE IV RECORDS OF PROCEEDINGS The minutes of the Board and all committees with Board -delegated powers shall contain: (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board or committee's decision as to whether a conflict of interest in fact existed. (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. ARTICLE V COMPENSATION (a) A Director who receives compensation, directly or indirectly, from the Parks Fund for services is precluded from voting on matters pertaining to that Director's compensation. (b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Parks Fund for services is precluded from voting on matters pertaining to that member's compensation. (c) No Director or any committee member whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Parks Fund, either individually or collectively, is prohibited from providing information to any committee regarding compensation ARTICLE VI ANNUAL STATEMENTS Each Subject Person shall annually sign a statement which affirms such person: (a) Has received a copy of this Policy, (b) Has read and understands this Policy, (c) Has agreed to comply with this Policy, and (d) Understands the Parks Fund is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax- exempt purposes. 3 ARTICLE VII PERIODIC REVIEWS To ensure the Parks Fund operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) Whether any existing or contemplated compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. (b) Whether any existing or contemplated partnerships, joint ventures, and arrangements with management organizations conform to the Parks Fund's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. ARTICLE VIII USE OF OUTSIDE EXPERTS When conducting the periodic reviews as provided for in Article VII, the Parks Fund may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted. This Policy was approved by the Board on [•], 2021. El EXHIBIT B FRIENDS OF WEST UNIVERSITY PARKS FUND WHISTLEBLOWER POLICY The Friends of West University Parks Fund (the "Parks Fund") requires its directors, officers, advisory board members, representatives, agents, volunteers, and all staff ("Parks Fund Personnel") to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As representatives of the Parks Fund, Parks Fund Personnel must practice honesty and integrity in fulfilling their responsibilities and must comply with all applicable laws and regulations. Reporting Responsibility This Whistleblower Policy is intended to encourage and enable Parks Fund Personnel to raise serious concerns internally so that the Parks Fund can address and correct inappropriate conduct and actions. It is the responsibility of all Parks Fund Personnel to report concerns about violations of the Parks Fund's code of ethics or suspected violations of law or regulations that govern the Parks Fund's operations. No Retaliation It is contrary to the values of the Parks Fund for anyone to retaliate against any Parks Fund Personnel who in good faith report an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of the Parks Fund. Any Parks Fund Personnel who retaliates against someone who has reported a violation in good faith is subject to discipline. Reporting Procedure The Parks Fund has an open door policy and suggests that Parks Fund Personnel share their questions, concerns, suggestions or complaints with the board of directors of the Park Fund (the "Board" , and specifically the one or more directors of the Board appointed to the Board's compliance committee (the "Compliance Committee"). Any director of the Board who receives a compliant or concern about suspected ethical and legal violations shall promptly report it in writing to the Compliance Committee, who has the responsibility to investigate all reported complaints. Compliance Officer The Compliance Committee is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Compliance Committee will advise the Board of all complaints and their resolution and will report at least annually to the Board on compliance activity relating to accounting or alleged financial improprieties. Acting in Good Faith Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a US 6606078 violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or with knowledge that they are false will be viewed as a serious offense. Confidentiality Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. Handling of Reported Violations The Compliance Committee will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation. Policy approved by the Board on 2021. EXHIBIT C FRIENDS OF WEST UNIVERSITY PARKS FUND DOCUMENT RETENTION POLICY Federal law prohibits the destruction of certain documents. This Document Retention Policy of the Friends of West University Parks Fund (the "Parks Fund") identifies the record retention responsibilities of all staff, volunteers, agents, representatives, officers and directors of the Parks Fund ("Parks Fund Personnel"). Corporate records include essentially all records Parks Fund Personnel produce, whether paper or electronic. A record may be as obvious as a memorandum, an e-mail, a contract or a case study, or something not as obvious, such as a computerized desk calendar, an appointment book or an expense record. All Parks Fund Personnel are required to honor the following rules: (a) Paper or electronic documents indicated under the terms for retention in the chart below will be retained by Parks Fund Personnel, and in the event any person possessing such documents departs from or ceases association with the Parks Fund, all such documents shall be transferred to appropriate Parks Fund Personnel; (b) All paper documents other than those described in (a) above will be destroyed after three years; (c) All electronic documents other than those described in (a) above will be deleted from all individual computers, data bases, networks, and back-up storage after one year; (d) However, in no case will any paper or electronic documents be destroyed or deleted if pertinent to any ongoing or anticipated government investigation or proceeding or private litigation (check with other Parks Fund Personnel as necessary); and (e) No paper or electronic documents will be destroyed or deleted as required to comply with government auditing standards (Single Audit Act). Classification Type of Document Parks Fund Guideline Employment Donor records and acknowledgement Keep for 7 years letters Records relating to background checks on Keep for 6 years from employees when the background check is conducted Employee applications and resumes; Pre- Keep for 1 year from date employment tests and test results of personnel action unless hired; then keep during period of employment, plus 4 years. US 6605718 Friends of West University Parks Fund Document Retention Policy Classification Type of Document Parks Fund Guideline Employee offer letters, Employment Keep during period of contracts, Termination Agreements (and employment, plus 4 years other documentation regarding hiring, from date of termination performance, promotion, demotion, transfer, lay-off, termination or training) I-9 Forms 3 years after date of hire or 1 year after employee is terminated, whichever is later. Benefits descriptions per employee Retain for so long as the benefit plan exists, then keep for 1 year Employee benefit plans subject to ERISA Retain for so long as the (includes plans regarding health and benefit plan exists, then dental insurance, 401 K, long-term keep for 6 years disability and Form 5500), pension plan and retirement records Employee records with information on Keep for 4 years pay rate or weekly compensation Salary schedules; ranges for each job Keep for 4 years description Time reports Keep during period of employment, plus 4 years from date of termination Workers' compensation records Keep for 4 years Payroll registers (gross and net) Keep for 4 years Employee tax records Keep for 4 years, from the date tax is due or paid Organizational Articles of Incorporation, Bylaws Do not destroy Documents (current amendments and previous) IRS 1023 application, determination Do not destroy letters Signed board minutes Do not destroy Signed minutes of any committee Do not destroy Friends of West University Parks Fund Document Retention Policy Classification Type of Document Parks Fund Guideline Resolutions Do not destroy Legal Litigation records Do not destroy, until final disposition of claim Opinions Do not destroy Conflicts of Interest Policy Do not destroy Whistleblower Policy Do not destroy Legal correspondence Do not destroy Financial Records Audited Financial Statements Do not destroy Bank account set-up documents Keep for 7 years after account closing Bank statements and reconciliations Keep for 7 years Canceled checks — major purchases (significant acquisitions; major contracts) Do not destroy Canceled checks and deposit records Keep for 7 years Cash receipts and disbursement records Keep for 7 years Construction documents Keep for 10 years after construction or for 3 years after leaving the construction space, whichever is longer Depreciation schedule Keep for 7 years after full depreciation Expense analysis Keep for 7 years (Annual) Financial Statements Do not destroy Fixed Asset Records and Appraisals (if any) Do not destroy General ledgers, year-end journal entries, subsidiary ledgers Do not destroy Invoices, expense reports Keep for 7 years Key IRS documents — 990PF, 990T rulings, correspondence Do not destroy Other IRS documents Keep for 7 years Friends of West University Parks Fund Document Retention Policy Classification Type of Document Parks Fund Guideline Petty cash records Keep for 3 years Record of Assets received Do not destroy Tax return worksheets Keep for 7 years Uncollectable accounts and write-offs, if any Keep for 7 years Investments Legal files Do not destroy Investment management — working files Keep for 7 years after termination of manager Insurance Insurance claims Keep for 7 years after settled Insurance policies — expired Keep for 15 years Real estate and other major transactions Office lease Keep for 10 years after expired Deeds, closing documents, mineral leases, division orders Do not destroy General Annual Reports Do not destroy (10 copies) Publications Do not destroy (10 copies) Correspondence — General Keep for 3 years Correspondence — legal and important matters Do not destroy Office equipment service contracts Keep for 7 years after expiration Policy approved by the Board on 2021.