(a) 
Name.
The name of the corporation is North Richland Hills Health Facilities Development Corporation.
(b) 
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 and 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, any one or more, within the state, 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.
(c) 
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.
(d) 
Staff function.
Staff functions for the corporation shall be performed by the city 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.
(Res. No. 94-57, § 3(art. I), adopted 11/14/1994)
(a) 
Number, appointment and tenure.
The affairs of the corporation shall be managed by a board of directors which shall consist of seven natural persons. Each director shall be appointed by the council, and shall hold office for a term of six years. Each director appointed to fill a vacancy created by 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.
(b) 
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 (i) delivery at the address of the director, or (ii) 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 as shall be specified in the notice of the meeting given by the secretary. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the 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 42-85.
(c) 
Quorum.
The presence of four 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 meeting at which a quorum is present shall be the act of the board of directors.
(d) 
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 end delivered by any officer of the corporation.
(e) 
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 authority 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.
(f) 
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.
(Res. No. 94-57, § 3(art. II), adopted 11/14/1994)
(a) 
Officers generally.
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 years. The board of directors shall elect the officers of the corporation at its first meeting, at meetings held prior to and within 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 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.
(b) 
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.
(c) 
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.
(d) 
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. 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.
(e) 
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; shall, under the direction of the board of directors, 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.
(f) 
Assistant secretary.
The assistant secretary shall, in the event of the absence or disability of the secretary for any cause whatsoever, 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.
(Res. No. 94-57, § 3(art. III), adopted 11/14/1994)
(a) 
Fiscal year.
The fiscal year of the corporation shall be the period determined by resolution of the board of directors from time to time.
(b) 
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.
(c) 
Seal.
The official seal of the corporation shall be as determined by the board of directors.
(Res. No. 94-57, § 3(art. IV), adopted 11/14/1994)
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.
(Res. No. 94-57, § 3(art. V), adopted 11/14/1994)