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HomeMy WebLinkAbout029240 RES - 10/11/2011•1 A RESOLUTION Approving Amendments To The Bylaws And Articles Of Incorporation Coastal Bend Health Facilities Development Corporation Be It Resolved By The City Council Of The City Of Corpus Christi, Texas That: SECTION 1. The Amendment to Section 2.01 of the Coastal Bend Health Facilities Development Corporation Bylaws (the "Bylaws") is approved and Section 2.01 is amended to read as follows: Section 2.01. The number of Directors which shall constitute the whole Board shall be nine. Directors shall be elected for terms approximately coterminous with the terms of City Council members. Any Director may succeed himself. Any Director who is a public official of the City shall, upon termination of his or her status as a public official, be deemed to have resigned as a Director, which resignation shall be effective at the next regular meeting of the corporation. SECTION 2. The Amendment to Section 2.06 of the Bylaws is approved and Section 2.06 is amended to delete the second sentence which states: The City Manager of the City, as a Director of the corporation, may vote in person or by proxy executed in writing by him. SECTION 3. The Amendment to Section 4.01 of the Bylaws is approved and Section 4.01 is amended to read as follows: Section 4.01. The officers of the corporation shall be chosen by the Board of Directors. The Board of Directors shall choose from its members a President and a Vice President. The Board of Directors shall also choose a Secretary and a Treasurer who may or may not be members of the Board of Directors. The City Manager of the City of Corpus Christi and his or her successors shall serve as the General Manager of the corporation. The General Manager shall not be a member of the Board of Directors, but shall serve at the pleasure of the Board of Directors, and shall be under their supervision. Any two or more offices may be held by the same person, except the offices of President, Secretary and General Manager. SECTION 4. The Amendment to Section 5.02 of the Bylaws is approved and Section 5.02 is amended to read as follows: Section 5.02. All checks or demands for money and notes of the corporation shall be signed by and any two of the following: the President, the Vice President, the Secretary, the Treasurer, the Assistant Treasurer, the General 029240 INDEXED Manager, or such other person or persons as the Board of Directors may from time to time designate. SECTION 5. The Amendment to Article VII of the Articles of Incorporation is approved and the following provision is deleted in order to make the Articles of Incorporation consistent with the Bylaws: provided, however, that the term of any director who is a public official of the City shall not exceed the period for which such director shall be a public official of the City. SECTION 6. The persons appointed to the Board of Directors on September 13, 2011, are confirmed as Directors of the Corporation. DULY PASSED AND ADOPTED this 1 / day of �h?VLI 2011 ATTEST: Armando Chapa City Secretary CITY OF CORPUS CHRISTI edgituttO .toe A me Mayor APPROVED AS TO FORM: e&-( it , 2011. Carlos Valdez City Attorney Corpus Christi, Texas 11`S- of dtirYC)1A— , 2011 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Larry Elizondo, Sr. Kevin KieschnickZdrliC Priscilla Leal.c12 David Loeb John E. Marez Nelda Martinez Mark Scott /4d/c 029240