Stevens Park Estates Neighborhood Association Board Meeting Minutes
19 September 2017
In attendance: Kathryn Warren, Cheryl Freydberg, Ellie Hajek, Carole Somers-Clark
- New neighbor brunch is on for October 15, 11-1, at Michelle & Craig’s home. Invitations will be going out soon (courtesy of Kenda and Ellie), and food is covered.
- Still no hosts for the November 3 First Friday; we will hold it at Neighborhood Cellar in the event that no one steps up.
- Plans for Halloween are underway
- We will make a $500 donation to Greenspace to be given at the golf tournament on October 9
- Membership seems to be on an uptick, judging from people joining online
- I-30 Underpass beautification project
- Kate and Gray Bouchillon, of Kessler Woods, visited us to present their idea for a beautification project. It involves getting proposals from artists to paint the pillars under the I-30 underpass. They would like it to be a welcoming, representative, artistic gateway to West Dallas and Oak Cliff. They want input from the neighborhood organizations and to keep the funding private. We would like to support the project monetarily, which will involve matching donations from anonymous donors they’ve lined up. Total estimated budget: $8-12,000.
- Bylaws: we revisited the indemnification clause (see below) and voted to keep it in the bylaws.
- Future of the SPENA board: In order to make sure we have a robust board, we decided to approach two people apiece about joining the board.
SECTION XII – INDEMNIFICATION
Item 1 – Indemnification
Each director, officer, former director, and former officer of SPENA (an “Indemnittee”) shall be fully indemnified, to the extent allowed by law, by SPENA against liabilities imposed upon Indemnittee and expenses and costs (including attorneys’ fees and court costs) actually and necessarily incurred by Indemnittee in connection with (a) any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, (b) any appeal in such action, suit, or proceeding, and (c) any inquiry or investigation that could lead to such an action, suit, or proceeding (collectively, an “Action”) to which Indemnittee is, was, or is threatened to be made a named defendant or respondent in an Action or a party be reason of Indemnittee being, or having been, such director, officer, former director, or former officer if it is determined, in accordance with the method set forth in the Texas Non-Profit Corporation Act (the “Act”), that the Indemnittee has met the standard set forth in Section XII, Item 2. Notwithstanding the previous sentence to the contrary, no indemnification shall be allowed in cases where (a) the Indemnittee was found liable on the basis that personal benefits were improperly received, or (b) the Indemnittee was found liable to SPENA.
Item 2 – Standard
The indemnification provided in Section XII, Item 1, is allowed only if it is determined that the Indemnittee:
- conducted him/herself in good faith;
- reasonably believed:
- in the case of conduct in the official capacity as a director, that the conduct was in the best interests of SPENA, and
- in all other cases, that the conduct was at least not opposed to SPENA’s best interests; and
- in the case of any criminal proceeding, that there was no reasonable cause to believe the conduct was unlawful.
Item 3 – Payment of Expenses in Advance
Reasonable expenses incurred by an Indemnittee may be paid or reimbursed by SPENA in advance of the final disposition of such an action if SPENA receives (a) a written affirmation from the Indemnittee that the standard of conduct set forth in Section XII, Item 2, has been met and (b) a written undertaking by Indemnittee to repay such amount if it is ultimately determined that those requirements were not met or that the indemnification of the Indemnittee against such expense is prohibited by law.
Item 4 – Insurance
- SPENA shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, agent, or similar functionary of another corporation, partnership, joint venture, trust, employee beneficiary plan or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether the corporation would have the power to indemnify him/her against such liability under the provisions of these Bylaws;
- In addition to the powers described in Section XII, Item 4, (a) SPENA may purchase, maintain, or enter into other arrangements on behalf of any person who is or was a director, officer, or trustee of SPENA against any liability asserted against him/her and incurred by him/her in such capacity or arising out of his/her status as such a person, whether or not SPENA would have the power to indemnify him/her against that liability under these Bylaws. If the other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the arrangement may provide for payment of a liability with respect to which SPENA would not have the power to indemnify a person only if coverage for the liability has been approved by SPENA’s members; without limiting the power of SPENA to procure or maintain any kind of other arrangement, SPENA for the benefit of persons described in this Section may:
- create a trust fund;
- establish any form of self-insurance;
- secure its indemnity obligation by grant of a security interest or other lien on the assets of SPENA; or
- establish a letter of credit, guaranty, or surety arrangement.
- The insurance may be procured or maintained with an insurer, or the other arrangement may be procured, maintained, or established within SPENA or with any insurer or other person considered appropriate by the Board of Directors, regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by SPENA. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the indemnity of the insurer or other person participating in an arrangement is conclusive, and the insurance or arrangement is not voidable and does not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement.
Item 5 – Severability
If any part or portion of this Section XII shall be judicially determined to be invalid or unenforceable, such determination shall not in any way affect the remaining portions of this Section, but the same shall be divisible, and the remainder shall continue in full force and effect. It is SPENA’s intent to provide those persons entitled to indemnification to the fullest extent allowed by law. To the extent that these Bylaws conflict with the Act, the Act shall control.