A special meeting of the members of The Baylor Line Foundation (the Corporation”) has been called by President Gordon Wilkerson for the specific and limited purpose of approving amendments to the Corporation’s Certificate of Formation as proposed by the Board of Directors in its Resolution unanimously adopted on October 21, 2022. A summary of those amendments is provided below. The called meeting of members will be held at 3:30 p.m. CDT Wednesday, March 29, 2023, at 4 p.m. via Zoom, and an invitation permitting members in good standing to participate will be provided by email in advance of the meeting. Please register here for the Special Meeting as soon as possible.
SUMMARY OF THE RESOLUTION PROPOSING AMENDMENTS TO THE CORPORATION’S CERTIFICATE OF FORMATION
The Resolution unanimously adopted by the Board of Directors of the Baylor Line Foundation on October 21, 2022, and proposed to the membership for approval amends the corporation’s Certificate of Formation as follows:
- Article Six is amended to clarify that any “Fundamental Action,” as that term is defined by applicable provisions of governing Texas law and includes dissolution of the corporation, requires two-thirds approval of voting members of the corporation.
- A new Article Ten is added, consistent with provisions already contained in the corporation’s bylaws, to indemnify Directors and governing persons of the corporation and to exempt them from liability to the corporation or to its members for monetary damages for any act or omission by such party in that party’s capacity as a Director or governing person of the corporation. Specifically excluded from such liability exemption are (i) a breach of such party’s duty of loyalty or fiduciary duty, (ii) acts of intentional misconduct or knowing violations of law, (iii) actions yielding an improper benefit to such party, and (iv) acts or omissions for which liability is expressly provided by law.
To participate in this meeting, you MUST be an active member in good standing and you MUST register at the link below. Register today to participate!