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HomeMy WebLinkAboutResolution 1994-057 RESOLUTION NO. 94-57 A RESOLUTION making a finding and determination of public interest; approving and authorizing the creation of the North Richland Hills Health Facilities Development Corporation; approving the Corporation's Articles of Incorporation and Bylaws; appointing the initial directors of such corporation; and resolving other matters incident and related thereto. WHEREAS, pursuant to and in accordance with the provisions of the Health Facilities Development Act, V.T.C.S., Health & Safety Code, Chapter 221 (the "Act"), the city of North Richland Hills, Texas is authorized to create a nonmember, nonstock, nonprofit public benefit corporation for the purposes stated in the Act; and WHEREAS, the City Council hereby finds and determines that it is in the public interest and to the benefit of the residents of the City of North Richland Hills, Texas and the citizens of this State that a health facilities development corporation be created under the Act to promote and develop new, expanded or improved health facilities to assist the maintenance of public health and welfare; and WHEREAS, the City Council of the City further finds and determines that the creation of a health facilities development corporation should be approved and authorized and the articles of incorporation and bylaws for such corporation approved; and WHEREAS, upon dissolution of such corporation, the title to all funds and property then owned by such corporation shall, under the Act, automatically vest in the City without further conveyance, transfer or act of any kind whatsoever; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1: The recitals and findings contained in the preamble of this Resolution are hereby adopted as a part of this Resolution and incorporated herein by reference as though such recitals and findings are set forth at length as a part of this section. SECTION 2: The creation of a health facilities development corporation on behalf of the City of North Richland Hills, Texas, with the powers set forth in the Act, to be named "North Richland Hills Health Facilities Development Corporation" (the "Corporation") is hereby authorized and approved. 0207441 SECTION 2: The Articles of Incorporation attached hereto as Exhibit A, which Exhibit is incorporated herein by reference and made a part hereof for all purposes to the same extent as if set forth herein in full, are hereby approved and the City Council hereby authorizes the filing of the Articles of Incorporation with the Secretary of State of the State of Texas in accordance with the Act. SECTION 3: The Bylaws of the Corporation attached hereto as Exhibit B and incorporated herein by reference as a part hereof for all purposes are hereby approved and authorized to be adopted by the initial board of directors as the Bylaws of the Corporation. SECTION 4: The persons named in Article Seven of the attached Articles of Incorporation are hereby appointed as initial directors of the Corporation. SECTION 5: All orders, resolutions and parts adopted by the City Council in conflict herewith are expressly repealed to the extent of any such conflict. thereof hereby SECTION 6: If any section, provision, sentence, clause, phrase or word hereof or the application of the same to any person or circumstances is for any reason held to the unconstitutional, illegal or otherwise void or invalid, the validity of the remaining portions hereof and their application to other persons and circumstances shall nonetheless remain effective , it being the intent of this Council in adopting this Resolution that no portion or application hereby shall be inoperative or fail by reason of any unconstitutionally, illegality, or other invalidity of any other portion or application hereof, and all provisions hereof are hereby declared to severable for such purpose. SECTION 7: It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended. SECTION 8: This Resolution shall be in force and effect from and after its passage on the date shown below and it is so resolved. 0207441 -2- PASSED AND ADOPTED, this November 14, 1994. CITY OF NORTH RICHLAND HILLS, TEXAS ~~ ATTEST: 9~jj~ c· y Secretáry (City Seal) APPROVED AS TO FORM AND LEGALITY: ::@r )ue- ~ --- 0207441 -3- EXHIR!T A 1 t ARTICLES OF INCORPORATION OF NORTH RICHLAND HILLS HEALTH FACILITIES DEVELOPMENT CORPORATION We, the undersigned natural persons, each of whom is of the age of 18 years or more and a resident of the City of North Richland Hills, Texas, acting as incorporators of a health facili ties development corporation under the provisions of the Health Facilities Development Act, V.T.C.A., Health & Safety Code, Chapter 221 (the "Act"), with the approval of the City Council of the City of North Richland Hills, Texas, evidenced by its resolution filed in connection herewith approving these Articles of Incorporation, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE ONE The name of the corporation is North Richland Hills Health Facilities Development Corporation. ARTICLE TWO The corporation is a nonprofit public corporation. ARTICLE THREE The period of duration of the corporation is perpetual. ARTICLE FOUR The purpose of the corporation is to acquire, construct, provide, improve, finance and refinance any "health facility", as such term is defined in the Act now or as hereafter amended, which is found by the board of directors of the corporation to be required, necessary or convenient for health care, research and education, anyone or more, within the State of Texas, all to assist the maintenance of the public health and welfare. The corporation shall be operated exclusively for such purposes without profit. No part of the net earnings of the corporation shall inure to the benefit of any private shareholder or individual; no substantial part of its activities shall be carrying on propaganda or otherwise attempting to influence legislation; and it shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. 0207407 ARTICLE FIVE The corporation has no members and is a nonstock corporation. ARTICLE SIX The street address of the initial registered office of the corporation is 7301 N.E. Loop 820, North Richland Hills, Texas 76180 and the name of the initial registered agent at such address is Jeanette Rewis. ARTICLE SEVEN The affairs of the corporation shall be managed by a board of directors composed of such number of natural persons (not less than three) as may be fixed by the by-laws; provided that the City Council of the City of North Richland Hills, Texas may, in its sole discretion and at any time, alter the structure, organization, programs or activities of the corporation, subject only to any limitation provided by the constitution and laws of the State of Texas and of the United States relating to the impairment of contracts entered into by the corporation. Directors shall be appointed by the City Council of the City of North Richland Hills, Texas for a term of no more than six (6) years. Until changed by the by-laws the original number of directors shall be seven (7). The names and addresses of the persons who shall serve as initial directors of the corporation are as follows: NAME: ADDRESS: CharIeR C. Brinkley 6525 Wood Creek Lane North Richland Hills, TX 76180 Rohert HarriRon 4908 Dory Court North Richland Hills, TX 76180 Charles L. Owen 6425 Martin North Richland Hills, TX 76180 Alton B. Hamm 6201 Riviera Drive North Richland Hills, TX 76180 Clint Blackman 5908 Circle Drive N. North Richland Hills. TX 76180 Richard K. Work 6608 Carston Court North Richland Hills, TX 76180 David W. Myers 7017 Oak Hills Court North Richland Hills, TX 76180 0207407 -2- rEXu,r'!T A 1 Each director shall hold office for the term for which he is appointed and until his successor shall have been appointed and qualified unless sooner removed. Directors shall serve as such without compensation except that they may be reimbursed for their actual expenses incurred in the performance of their duties under the Health Facilities Development Act. ARTICLE EIGHT The names and street address of each incorporator is as follows: NAME: ADDRESS: Richard K. Work 6608 Carston Court North Rlchland Hl11s, IX /6180 Charles L. Owen 6425 Martin North Richlanò Hills. TX 76180 Cbarlv~ C Bri"~løy nS?S Wooò Creek Lane North Richland Hills. TX 76180 ARTICLE NINE The City of North Richland Hills, Texas, 7301 N. E. Loop 820, North Richland Hills, Texas 76180 is the sponsoring entity for the Corporation. On November 14, 1994, the City Council of the City duly adopted a resolution specifically authorizing the corporation to act on behalf of the City of North Richland Hills, Texas to further the public purpose set forth in these Articles of Incorporation and approved these Articles of Incorporation. IN WITNESS WHEREOF, we have hereunto set our hands this 15th day of November, 1994. ~?:~ Inc rporator _~~2¿:? ~ Incorporator ~---&~ ....~ Incorporator 0207407 -3- EXH\Blì b. STATE OF TEXAS § § § COUNTY OF TARRANT I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 15th day Of November 1994 , , Personally appeared before me Richard K. Work h , w 0, being by me first duly sworn, declared that (s)he is the person who signed the foregoing instruments as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. My Commission Expires: 12/31/96 of Texas (Notary Seal) STATE OF TEXAS § § § COUNTY OF TARRANT I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 15th day of November , 1994, personally appeared before me Charles L. Owen , who, being by me first duly sworn, declared that (s)he is the person who signed the foregoing instruments as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. My Commission Expires: 12/31/96 Texas (Notary Seal) 0207407 -4- tAH\8\ ¡ STATE OF TEXAS § § § COUNTY OF TARRANT I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 15th day of November , 1994, personally appeared before me Charles C. Brinkley , who, being by me first duly sworn, declared that (s)he is the person who signed the foregoing instruments as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. Texas My Commission Expires: 12/31/961 (Notary Seal) 0207407 -5- U\-\\b\ ¡ n EXHIBIT B BYLAWS OF NORTH RICHLAND HILLS HEALTH FACILITIES DEVELOPMENT CORPORATION ARTICLE I NAME, PURPOSE AND POWERS Section 1.1 Name. The name of the corporation is North Richland Hills Health Facilities Development Corporation. Section 1.2. Pur~ose. The purpose of the Corporation is to acquire, construct, provide, improve, finance and refinance any "health facility", as such term is defined in the Health Facilities Development Act, V.T.C.A., Health & Safety Code, Chapter 221 (the "Act"), now or as hereafter amended, which is found by the board of directors of the Corporation to be required, necessary or convenient for health care, research and education, anyone or more, within the State of Texas, all to assist the maintenance of the public health and welfare, as specified in the Act. The Corporation shall be operated exclusively for such purpose without profit. No part of the net earnings of the Corporation shall inure to the benefit of any private shareholder or individual; no substantial part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation; and it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. Section 1.3 Powers. In the fulfillment of its corporate purposes, the Corporation shall be governed by the Act, and shall have all of the powers set forth and conferred in the Act, and in other applicable laws, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. Section 1.4. Staff Function. Staff functions for the Corporation shall be performed by the City of North Richland Hills as directed by the Council, and the Corporation, from fees collected by it, shall pay the amount of costs for such services as from time to time shall be billed to the Corporation by the City. ARTICLE II BOARD OF DIRECTORS Section 2. 1. Number. Appointment and Tenure. The affairs of the Corporation shall be managed by a board of directors which shall consist of seven (7) natural persons. Each director shall be appointed by the Council, and shall hold office for a term of six (6) years. Each director appointed to fill a vacancy created by 0207443 the resignation or removal of a director prior to the expiration of his term shall serve for the balance of the unexpired term. Each director shall be removable by the Council for cause or at will. Each director shall hold office for the term for which he is appointed and until his successor shall have been appointed and qualified unless sooner removed. Section 2.2. Meetings. Unless the Board of Directors shall provide otherwise by resolution, the Board of Directors shall not meet regularly, but shall assemble at such meetings as shall be necessary or advisable to give effect to the purposes for which the Corporation is organized. The Board of Directors shall assemble at such meetings in person or by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by use of such conference telephone or similar communications equipment shall constitute presence in person at such meeting. Meetings of the Board of Directors shall be held at the call of the secretary of the Corporation upon the direction of the president of the Corporation or upon written request of any two directors. Notice of each meeting shall be given by the secretary in accordance with the Open Meetings Act to each director, either personally or by mail or telegram, not less than three days prior to the meeting unless the president or any two directors declare an emergency, in which case personal notice to each director given not less than two hours prior to the meeting shall be satisfactory. Mailed notice shall be considered given at the earlier of (1) delivery at the address of the director, or (2) the expiration of four days after deposit into the United States Mail, first class, postage prepaid. Meetings of the Board of Directors shall be held at such location within the State of Texas as shall be specified in the notice of the meeting given by the secretary. Attendance of a director at a meetihg 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 ground that the meeting is not lawfully called or convened. A waiver in writing by any director of notice of a meeting, whether such waiver be given before or after the time of the meeting stated in such notice, shall be the equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as provided in Section 5.1 of these bylaws. Section 2.3. Quorum. The presence of four (4) directors shall be necessary and sufficient for the transaction of business at each meeting of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present may recess the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. The act of the majority of the directors present at a 0207443 -2- tXHIBIT B meeting at which a quorum is present shall be the act of the board of directors. Section 2.4. Unanimous Consent of Directors. Any action required to be taken at a meeting of the board of directors which may be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all directors or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with the Secretary of State under the Act or otherwise executed ind delivered by any officer of the Corporation. Section 2.5. Committees. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees which, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the Corporation. Each such committee shall consist of two or more persons, all of whom shall be directors. Other committees not having and exercising the author i ty of the board of directors in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the directors at a meeting at which a quorum is present or by the president. Membership on such committees may, but need not be, limited to directors. Section 2.6. Compensation of Directors. Each director shall serve as such without compensation, but may be reimbursed by the Corporation from legally available funds for his actual expenses incurred in the performance of his duties. ARTICLE III OFFICERS Section 3. 1. Officers. The officers of the Corporation shall consist of a president, a vice president, a secretary, a treasurer, and an assistant secretary and may also include such other officers and assistant officers as the board of directors may elect or the president may appoint at any time and from time to time. Any two or more offices may be held by the same person, except the offices of president and secretary. Each officer shall hold office for a period of three (3) years. The board of directors shall elect the officers of the Corporation at its first meeting, at meetings held prior to and within thirty (30) days of the date the terms of office of the officers expire, and, in the case of an election to fill any vacant office, at the first meeting following the vacating of such office. Each officer elected to fill a vacancy which occurs prior to the expiration of the term of such office shall serve for the balance of the unexpired term. Each officer shall hold office for the term for which he is elected and until his 0207443 -3- EXHIBIT B successor is elected and qualified. Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the Corporation will be served thereby. Section 3.2. President. The president shall preside at all meetings of the board of directors. The president shall be the chief executive officer of the Corporation, and, subject to the control of the board of directors, shall have general charge and supervision of the management of the affairs of the Corporation. The president shall see that all orders and resolutions of the board of directors are carried into effect. The president shall sign and execute all legal documents and instruments in the name of the Corporation when authorized to do so by the board of directors, except when the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. Section 3.3. Vice-President. The vice-president shall, in the event of the absence or disability of the president for any cause whatever, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be prescribed from time to time by the board of directors. Section 3.4. Secretary. The secretary shall have charge of the records and correspondence of the Corporation under the direction of the president. The secretary shall give notice of and attend all meetings of the board of directors and shall take and keep true minutes of and record all votes cast at such meetings. All such records, correspondence, and minutes shall be open at all times to inspection by any director and by any representative of the City Council of the City of North Richland Hills, Texas. The secretary shall also discharge such other duties as shall be assigned to the secretary by the president or the board of directors at any time and from time to time. Section 3.5. Treasurer. To the extent not otherwise provided in any resolutions of the board of directors relating to the issuance of bonds, debentures or notes of the Corporation or instruments authorized by the board of directors to provide security therefor, the treasurer shall have the custody of all the funds and securities of the Corporation; shall deposit the same to the credit of the Corporation in such banks or depositories as the board of directors shall designate; shall keep proper books of account and other records showing at all times the amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of the Corporation, all of which books shall be open at all times to inspection by any director and any representative of the City Council of the City of North Richland Hills, Texas; shall, under the direction of the board of directors, 0207443 -4- EXHIBIT B RESOLUTION NO. 94-57 A RESOLUTION making a finding and determination of public interest; approving and authorizing the creation of the North Richland Hills Health Facilities Development Corporation; approving the Corporation's Articles of Incorporation and Bylaws; appointing the initial directors of such corporation; and resolving other matters incident and related thereto. WHEREAS, pursuant to and in accordance with the provisions of the Health Facilities Development Act, V.T.C.S., Health & Safety Code, Chapter 221 (the "Act"), the City of North Richland Hills, Texas is authorized to create a nonmember, nonstock, nonprofit public benefit corporation for the purposes stated in the Act; and WHEREAS, the City Council hereby finds and determines that it is in the public interest and to the benefit of the residents of the City of North Richland Hills, Texas and the citizens of this State that a health facilities development corporation be created under the Act to promote and develop new, expanded or improved health facilities to assist the maintenance of public health and welfare; and WHEREAS, the City Council of the City further finds and determines that the creation of a health facilities development corporation should be approved and authorized and the articles of incorporation and bylaws for such corporation approved; and WHEREAS, upon dissolution of such corporation, the title to all funds and property then owned by such corporation shall, under the Act, automatically vest in the City without further conveyance, transfer or act of any kind whatsoever; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1: The recitals and findings contained in the preamble of this Resolution are hereby adopted as a part of this Resolution and incorporated herein by reference as though such recitals and findings are set forth at length as a part of this section. SECTION 2: The creation of a health facilities development corporation on behalf of the City of North Richland Hills, Texas, with the powers set forth in the Act, to be named "North Richland Hills Health Facilities Development Corporation" (the "Corporation") is hereby authorized and approved. 0207441 SECTION 2: The Articles of Incorporation attached hereto as Exhibit A, which Exhibit is incorporated herein by reference and made a part hereof for all purposes to the same extent as if set forth herein in full, are hereby approved and the City Council hereby authorizes the filing of the Articles of Incorporation with the Secretary of State of the State of Texas in accordance with the Act. SECTION 3: The Bylaws of the Corporation attached hereto as Exhibit B and incorporated herein by reference as a part hereof for all purposes are hereby approved and authorized to be adopted by the initial board of directors as the Bylaws of the Corporation. SECTION 4: The persons named in Article Seven of the attached Articles of Incorporation are hereby appointed as initial directors of the Corporation. SECTION 5: All orders, resolutions and parts thereof adopted by the City Council in conflict herewith are hereby expressly repealed to the extent of any such conflict. SECTION 6: If any section, provision, sentence, clause, phrase or word hereof or the application of the same to any person or circumstances is for any reason held to the unconstitutional, illegal or otherwise void or invalid, the validity of the remaining portions hereof and their application to other persons and circumstances shall nonetheless remain effective, it being the intent of this Council in adopting this Resolution that no portion or application hereby shall be inoperative or fail by reason of any unconstitutionally, illegality, or other invalidity of any other portion or application hereof, and all provisions hereof are hereby declared to severable for such purpose. SECTION 7: It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended. SECTION 8: This Resolution shall be in force and effect from and after its passage on the date shown below and it is so resolved. 0207441 -2- PASSED AND ADOPTED, this November 14, 1994. CITY OF NORTH RICHLAND HILLS, TEXAS ~~ Mayor ATTEST: rjj~ c· y. secretáry (City Seal) APPROVED AS TO FORM AND LEGALITY: ::@r )ue- ~ -- 0207441 -3- EXH!RIT A 1 t ARTICLES OF INCORPORATION OF NORTH RICHLAND HILLS HEALTH FACILITIES DEVELOPMENT CORPORATION We, the undersigned natural persons, each of whom is of the age of 18 years or more and a resident of the City of North Richland Hills, Texas, acting as incorporators of a health facili ties development corporation under the provisions of the Health Facilities Development Act, V.T.C.A., Health & Safety Code, Chapter 221 (the "Act"), with the approval of the City Council of the City of North Richland Hills, Texas, evidenced by its resolution filed in connection herewith approving these Articles of Incorporation, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE ONE The name of the corporation is North Richland Hills Health Facilities Development Corporation. ARTICLE TWO The corporation is a nonprofit public corporation. ARTICLE THREE The period of duration of the corporation is perpetual. ARTICLE FOUR The purpose of the corporation is to acquire, construct, provide, improve, finance and refinance any "health facility", as such term is defined in the Act now or as hereafter amended, which is found by the board of directors of the corporation to be required, necessary or convenient for health care, research and education, anyone or more, within the State of Texas, all to assist the maintenance of the public health and welfare. The corporation shall be operated exclusively for such purposes without profit. No part of the net earnings of the corporation shall inure to the benefit of any private shareholder or individual; no substantial part of its activities shall be carrying on propaganda or otherwise attempting to influence legislation; and it shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. 0207407 ARTICLE FIVE The corporation has no members and is a non stock corporation. ARTICLE SIX The street address of the initial registered office of the corporation is 7301 N.E. Loop 820, North Richland Hills, Texas 76180 and the name of the initial registered agent at such address is Jeanette Rewis. ARTICLE SEVEN The affairs of the corporation shall be managed by a board of directors composed of such number of natural persons (not less than three) as may be fixed by the by-laws; provided that the City Council of the City of North Richland Hills, Texas may, in its sole discretion and at any time, alter the structure, organization, programs or activities of the corporation, subject only to any limitation provided by the constitution and laws of the State of Texas and of the united States relating to the impairment of contracts entered into by the corporation. Directors shall be appointed by the City Council of the City of North Richland Hills, Texas for a term of no more than six (6) years. Until changed by the by-laws the original number of directors shall be seven (7). The names and addresses of the persons who shall serve as initial directors of the corporation are as follows: NAME: ADDRESS: CharIeR C. Brinkley 6525 Wood Creek Lane North Richland Hills, TX 76180 Rohert HarriRon 4908 Dory Court North Richland Hills, TX 76180 Charles L. Owen 6425 Martin North Richland Hills, TX 76180 Alton B. Hamm 6201 Riviera Drive North Richland Hills, TX 76180 Clint Blackman 5908 Circle Drive N. North Richland Hills. TX 76180 Richard K. Work 6608 Cars ton Court North Richland Hills, TX 76180 David W. Myers 7017 Oak Hills Court North Richland Hills, TX 76180 0207407 -2- rEXu!n!T A 1 Each director shall hold office for the term for which he is appointed and until his successor shall have been appointed and qualified unless sooner removed. Directors shall serve as such without compensation except that they may be reimbursed for their actual expenses incurred in the performance of their duties under the Health Facilities Development Act. ARTICLE EIGHT The names and street address of each incorporator is as follows: NAME: ADDRESS: Richard K. Work 6608 Carston Court North Richland Hl11S, IX 76180 Charles L. Owen 6425 Martin North Ri~hland Hills. TX 76180 Cbarle~ C Rrinkløy nS?, Wood Creek Lane North Richland Hills. TX 76180 ARTICLE NINE The City of North Richland Hills, Texas, 7301 N. E. Loop 820, North Richland Hills, Texas 76180 is the sponsoring entity for the Corporation. On November 14, 1994, the City Council of the City duly adopted a resolution specifically authorizing the corporation to act on behalf of the City of North Richland Hills, Texas to further the public purpose set forth in these Articles of Incorporation and approved these Articles of Incorporation. IN WITNESS WHEREOF, we have hereunto set our hands this 15th day of November, 1994. ~?~ Inc rporator _~~2¿:? ~ Incorporator ~&~&~ .....~ Incorporator 0207407 -3- EXH\8\ì b. STATE OF TEXAS § § § COUNTY OF TARRANT I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 15th day of November , 1994, personally appeared before me Richard K. Work , who, being by me first duly sworn, declared that (s)he is the person who signed the foregoing instruments as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. My Commission Expires: 12/31/96 of Texas (Notary Seal) STATE OF TEXAS § § § COUNTY OF TARRANT I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 15th day of November , 1994, personally appeared before me Charles L. Owen , who, being by me first duly sworn, declared that (s)he is the person who signed the foregoing instruments as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. My Commission Expires: 12/31/96 Texas (Notary Seal) 0207407 -4- t.ÃH\8i ¡ STATE OF TEXAS § § § COUNTY OF TARRANT I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 15th day of November , 1994, personally appeared before me Charles C. Brinkley , who, being by me first duly sworn, declared that (s)he is the person who signed the foregoing instruments as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. Texas My Commission Expires: 12/31/961 (Notary Seal) 0207407 -5- U\-\\b\ ¡ 11" EXHIBIT B BYLAWS OF NORTH RICHLAND HILLS HEALTH FACILITIES DEVELOPMENT CORPORATION ARTICLE I NAME, PURPOSE AND POWERS section 1.1 Name. The name of the corporation is North Richland Hills Health Facilities Development Corporation. Section 1.2. Purpose. The purpose of the Corporation is to acquire, construct, provide, improve, finance and refinance any "health facility", as such term is defined in the Health Facilities Development Act, V.T.C.A., Health & Safety Code, Chapter 221 (the "Act"), now or as hereafter amended, which is found by the board of directors of the Corporation to be required, necessary or convenient for health care, research and education, anyone or more, within the State of Texas, all to assist the maintenance of the public health and welfare, as specified in the Act. The Corporation shall be operated exclusively for such purpose without profit. No part of the net earnings of the Corporation shall inure to the benefit of any private shareholder or individual; no substantial part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation; and it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. section 1.3 Powers. In the fulfillment of its corporate purposes, the Corporation shall be governed by the Act, and shall have all of the powers set forth and conferred in the Act, and in other applicable laws, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. section 1.4. Staff Function. Staff functions for the Corporation shall be performed by the city of North Richland Hills as directed by the Council, and the Corporation, from fees collected by it, shall pay the amount of costs for such services as from time to time shall be billed to the Corporation by the City. ARTICLE II BOARD OF DIRECTORS section 2. 1. Number. Appointment and Tenure. The affairs of the Corporation shall be managed by a board of directors which shall consist of seven (7) natural persons. Each director shall be appointed by the Council, and shall hold office for a term of six (6) years. Each director appointed to fill a vacancy created by 0207443 the resignation or removal of a director prior to the expiration of his term shall serve for the balance of the unexpired term. Each director shall be removable by the Council for cause or at will. Each director shall hold office for the term for which he is appointed and until his successor shall have been appointed and qualified unless sooner removed. section 2.2. Meetinqs. Unless the Board of Directors shall provide otherwise by resolution, the Board of Directors shall not meet regularly, but shall assemble at such meetings as shall be necessary or advisable to give effect to the purposes for which the Corporation is organized. The Board of Directors shall assemble at such meetings in person or by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by use of such conference telephone or similar communications equipment shall constitute presence in person at such meeting. Meetings of the Board of Directors shall be held at the call of the secretary of the Corporation upon the direction of the president of the Corporation or upon written request of any two directors. Notice of each meeting shall be given by the secretary in accordance with the Open Meetings Act to each director, either personally or by mail or telegram, not less than three days prior to the meeting unless the president or any two directors declare an emergency, in which case personal notice to each director given not less than two hours prior to the meeting shall be satisfactory. Mailed notice shall be considered given at the earlier of (1) delivery at the address of the director, or (2) the expiration of four days after deposit into the United states Mail, first class, postage prepaid. Meetings of the Board of Directors shall be held at such location within the state of Texas as shall be specified in the notice of the meeting given by the secretary. Attendance of a director at a meetihg 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 ground that the meeting is not lawfully called or convened. A waiver in writing by any director of notice of a meeting, whether such waiver be given before or after the time of the meeting stated in such notice, shall be the equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except as provided in section 5.1 of these bylaws. section 2.3. Quorum. The presence of four (4) directors shall be necessary and sufficient for the transaction of business at each meeting of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present may recess the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. The act of the majority of the directors present at a 0207443 -2- tXHIBIT B meeting at which a quorum is present shall be the act of the board of directors. section 2.4. Unanimous Consent of Directors. Any action required to be taken at a meeting of the board of directors which may be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all directors or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with the Secretary of State under the Act or otherwise executed ind delivered by any officer of the Corporation. Section 2.5. Committees. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees which, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the Corporation. Each such committee shall consist of two or more persons, all of whom shall be directors. other committees not having and exercising the author i ty of the board of directors in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the directors at a meeting at which a quorum is present or by the president. Membership on such committees may, but need not be, limited to directors. section 2.6. Compensation of Directors. Each director shall serve as such without compensation, but may be reimbursed by the Corporation from legally available funds for his actual expenses incurred in the performance of his duties. ARTICLE III OFFICERS section 3. 1. Officers. The officers of the Corporation shall consist of a president, a vice president, a secretary, a treasurer, and an assistant secretary and may also include such other officers and assistant officers as the board of directors may elect or the president may appoint at any time and from time to time. Any two or more offices may be held by the same person, except the offices of president and secretary. Each officer shall hold office for a period of three (3) years. The board of directors shall elect the officers of the Corporation at its first meeting, at meetings held prior to and within thirty (30) days of the date the terms of office of the officers expire, and, in the case of an election to fill any vacant office, at the first meeting following the vacating of such office. Each officer elected to fill a vacancy which occurs prior to the expiration of the term of such office shall serve for the balance of the unexpired term. Each officer shall hold office for the term for which he is elected and until his 0207443 -3- t:XH/BIT B successor is elected and qualified. Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the Corporation will be served thereby. section 3.2. President. The president shall preside at all meetings of the board of directors. The president shall be the chief executive officer of the Corporation, and, subject to the control of the board of directors, shall have general charge and supervision of the management of the affairs of the Corporation. The president shall see that all orders and resolutions of the board of directors are carried into effect. The president shall sign and execute all legal documents and instruments in the name of the corporation when authorized to do so by the board of directors, except when the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. section 3.3. Vice-President. The vice-president shall, in the event of the absence or disability of the president for any cause whatever, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be prescribed from time to time by the board of directors. section 3.4. Secretary. The secretary shall have charge of the records and correspondence of the Corporation under the direction of the president. The secretary shall give notice of and attend all meetings of the board of directors and shall take and keep true minutes of and record all votes cast at such meetings. All such records, correspondence, and minutes shall be open at all times to inspection by any director and by any representative of the City Council of the City of North Richland Hills, Texas. The secretary shall also discharge such other duties as shall be assigned to the secretary by the president or the board of directors at any time and from time to time. section 3.5. Treasurer. To the extent not otherwise provided in any resolutions of the board of directors relating to the issuance of bonds, debentures or notes of the Corporation or instruments authorized by the board of directors to provide security therefor, the treasurer shall have the custody of all the funds and securities of the Corporation; shall deposit the same to the credit of the Corporation in such banks or depositories as the board of directors shall designate; shall keep proper books of account and other records showing at all times the amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of the corporation, all of which books shall be open at all times to inspection by any director and any representative of the City Council of the City of North Richland Hills, Texas; shall, under the direction of the board of directors, 0207443 -4- EXHIBIT B disburse all money and sign all checks and other instruments drawn on or payable from the funds of the Corporation; and shall also make such transfers and alterations in the securities of the Corporation as may be ordered by the board of directors. The treasurer shall also discharge such additional duties as may be prescribed at any time and from time to time by the board of directors. The treasurer shall give bond only if required by the board of directors. The treasurer shall render to the president and directors an account of all such person's transactions as treasurer and of the financial condition of the Corporation whenever they may request the same. section 3.6. Assistant Secretarv. The assistant secretary shall, in the event of the absence or disability of the secretary for any cause whatever, discharge the duties of the secretary, and the assistant secretary shall perform such additional duties as may be prescribed at any time from time to time by the board of directors. ARTICLE IV MISCELLANEOUS section 4.1. Fiscal Year. The fiscal year of the Corporation shall be the period determined by resolution of the board of directors from time to time. section 4.2. Principal Office. The principal office of the Corporation, at which all books and records of the Corporation shall be kept, shall be the office of the City Secretary, 7301 N.E. Loop 820, North Richland Hills, Texas. Section 4.3. Seal. The official seal of the Corporation shall be a determined by the board of directors. ARTICLE V AMENDMENTS Section 5. 1. Amendments. These bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the affirmative vote by a majority of the directors of the corporation present at any meeting of the board of directors at which a quorum is present, provided that notice of the proposed alteration, amendment, repeal or adoption is contained in the notice of such meeting, and provided further that each such alteration, amendment, repeal or adoption shall be subject to the approval of the City Council of the City of North Richland Hills, Texas. End of bylaws 0207443 -5- EXHIBIT B