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HomeMy WebLinkAboutResolution No. 96-33 CITY OF THE COLONY, TEXAS RESOLUTION NO. '~,',~ ~ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS AUTHORIZING AND DIRECTING AN AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COLONY MUNICIPAL ECONOMIC DEVELOPMENT CORPORATION. WHEREAS, The Colony Economic Development Corporation (the "Corporation") was created by Resolution No. 94-30 of the City Council (the "City Council") of the City of The Colony, Texas (the "City") pursuant to the Development Corporation Act of 1979, TEX.REV.CIV.STAT.ANN., art. 5190.6, as amended (the "Act"), and in particular, Section 4B of the Act, as an instrumentality of the City; and WHEREAS, Section 4B of the Act provides that the City Council shall appoint the directors of the Corporation (the "Board") and also provides that a director may be removed by the City Council at any time without cause; and WHEREAS, the Board has submitted a resolution of the Board as its written application for approval by the City Council of an amendment to the Articles of Incorporation to provide staggered terms for members of the Board as set for in Exhibit A attached hereto; and WHEREAS, the City Council has determined that it is in the best interests of the City and the Corporation to establish staggered terms for the members of the Board to provide continuity and experience on the Board; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1. That all of the above premises are found to be true and correct and are incorporated into the body of this resolution as if copied in their entirety. SECTION 2. That Article Eight of the Articles of Incorporation of the Corporation of The Colony Municipal Economic Development Corporation be amended as set forth in Exhibit "A" attached hereto. SECTION 3. That the City Council hereby approves the First Amendment of the Articles of Incorporation of the Corporation in the form attached hereto as Exhibit A, and authorizes and directs the Mayor and the City Secretary to execute the same and further directs the City Secretary to file or cause to be filed three originally executed copies of said First Amendment to Articles of Incorporation with the Secretary of State of the State of Texas, in accordance with the Act. SECTION 4. That the City Council has found and determined that the meeting at which this resolution is considered is open to the public and that notice thereof was given in accordance with the provisions of the Texas Open Meetings Law, ch. 551, TEX. GOV'T CODE ANN., as amended. SECTION 5. That this Resolution shall be effective as of the date hereof, and that the First Amendment to the Articles of Incorporation of the Corporation shall become effective upon issuance of a certificate of amendment by the Secretary of State of the State of Texas. PASSED AND APPROVED this 4th of November , 1996. William W. Manning, Mayor ATrEST: Patti A. Hicks, TRMC, City Secretary [SEALI 2 l~xhibit A FIRST AMENDMENTTO ARTICLES OF INCORPORATION OF THE COLONY MUNICIPAL ECONOMIC DEVELOPMENT CORPORATION ARTICLE ONE The name of the Corporation is: The Colony Municipal Economic Development Corporation. ARTICLE TWO Article Eight of the Articles of Incorporation is hereby amended to read as follows: 1. The first paragraph of Article Eight of the Articles of Incorporation shall be designated as Subsection "(a)". 2. Add the following to Article Eight of the Articles of Incorporation as Subsections (b) and (c): "(b) For the appointment of directors other than the initial directors appointed pursuant to subsection (a) of this Article VIII, three directors of the Citizenmember Class and one director of the Councilmember Class shall each be appointed for a term that expires on December 1 in each odd-numbered year and two directors of the Citizenmember Class and one director of the Councilmember Class shall each be appointed for a term that expires on December 1 in each even-numbered year. (c) The directors appointed upon the expiration of the terms of the initial directors shall be appointed for staggered terms expiring in 1997 and 1998, in accordance with Subsection (b) of this Article Eight." 3. The second paragraph of Article Eight of the Articles of Incorporation shall be designated as Subsection "(d)", and the third sentence thereof shall be amended by inserting ", except for the appointments made pursuant to Subsection (c) of this Article Eight," before the words "must be appointed." ARTICLE THREE The amendment was.ad, opted .by the governing body of the City of The Colony, Texas, by resolution at a meeting held /Vt> v'. ~ t / c/-~/~ .~ ~ William W. Manning, M~yor- ~o_~_,. ~k, ATTEST: rtl A HlCKS, Ulty ~ecretary &. BI*:~elNAN~CO !.812~0000 I~R F.~_B R D. D I R THE STATE OF TEXAS § COUNTY OF DENTON § / I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this ?C'day of ,/V~-~.~,6'~_-~'~ ,1996,~p_.ersonally appeared before me W'~ Cc/q rr~ ~)r. /'t/[ /4 N A/ /_.,- , , and r/~q r-r//~. ~/6,~-_.5 , Mayor and City Secretary, respectively, of the City of The Colony, Texas, who, each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document, and that the statements therein contained are tree and correct. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. iIY[_IL\'"'A NOTARY PUBLIC ~ state of Texast State of'rcx %:o~ Comm Exp 02 13-2000 [NOTARY SEAL] 10/14/96:(3:30pm) RESOLUTION OF THE BOARD OF DIRECTORS OF THE COLONY MUNICIPAL ECONOMIC DEVELOPMENT CORPORATION, AUTHORIZING AND REQUESTING AN AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COLONY MUNICIPAL ECONOMIC DEVELOPMENT CORPORATION WHEREAS, The Colony Municipal Ec6nomic Development Corporation (the "Corporation") was created by Resolution 94-30 of the City Council (the "City Council") of the City of The Colony, Texas (the "City") pursuant to the Development Corporation Act of 1979, TEX. REV. CIV. STAT ANN. art. 5190.6. as amended (the '~ct") and in particular, Section 4B of the Act, as an instrumentality of the City; WHEREAS, Section 4B of the Act provides that the City Council shall appoint the directors of the Corporation (the "Board") and also provides that a director may be removed by the City Council at any time without cause; WHEREAS, the Board has determined that it is in the best interests of the City and the Corporation to establish staggered terms for the members of the Board to provide continuity and experience on the Board; and WHEREAS, in order to provide staggered terms for members of the Board it is necessary to amend the Articles of Incorporation of the Corporation and, pursuant to the Act and Article VI of the Articles of Incorporation of the Corporation, the Board may make a written application to the City Council for the approval of such amendment to the Articles of Incorporation of the Corporation; NOW THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COLONY MUNICIPAL ECONOMIC DEVELOPMENT CORPORATION: Section 1. That all the above premises are found to be true and correct and are incorporated into the body of this resolution as if copied in their entirety. Section 2. That the Board hereby approves the First Amendment to the Articles of Incorporation of the Corporation in the form attached hereto as Exhibit A, and authorizes and directs the Secretary of the Board to submit a certified copy of this Resolution to the City Council as the Board's written application for City Council approval of said First Amendment. Section 3.: That, upon approval by the City Council, Article Eight of the Articles of Incorporation of The Colony Municipal Economic Development Corporation shall be amended as set forth in Exhibit A attached hereto. Section 4. That the Board has found and determined that the meeting at which this resolution is considered is open to the public and that notice thereof was given in accordance with the provisions of the Texas Open Meetings Law, ch. 551, TEX. GOV'T CODE ANN., as amended. 6. I~F:'~WINA.~COL812'~000 I~R. ES_BRD.DIR 10/14,'96:(~:32pm) ~ That this Resolution shall be effective as of the date hereof, and that the First Amendment to the Articles of Incorporation of the Corporation shall become effective upon issuance of a certificate of amendment by the Secretary of State of the State of Texas. 6. I~F:~IN~L812~0~00 I~RES_BRD.DIR 10/14~6:(3'.32pm) -2- V~SEV ~ AVV~tOV~V, t~ ~ aay or ZQC' ~,~ ~99~. ~ COttOn,ri' ~V~Cn'A~ mCO~OM~C DEVELOPMENT CORPORATION President, l~arffof Directors ~'~ ATTEST: 6.1~F:~*INAN~COL812~O0001~RF~_BRD.DIR 10114/96:(3:32pm) -3 - Exhibit A FIRST AMENDMENTTO ARTICLES OF INCORPORATION OF THE COLONY MUNICIPAL ECONOMIC DEVELOPMENT CORPORATION ARTICLE ONE The name of the Corporation is: The Colony Municipal Economic Development Corporation. ARTICLE TWO Article Eight of the Articles of Incorporation is hereby amended to read as follows: 1. The first paragraph of Article Eight of the Articles of Incorporation shall be designated as Subsection "(a)". 2. Add the following to Article Eight of the Articles of Incorporation as Subsections (b) and (c): "(b) For the appointment of directors other than the initial directors appointed pursuant to subsection (a) of this Article VIII, three directors of the Citizenmember Class and one director of the Councilmember Class Shall each be appointed for a term that expires on December 1 in each odd-numbered year and two directors of the Citizenmember Class and one director of the Councilmember Class shall each be appointed for a term that expires on December 1 in each even-numbered year. (c) The directors appointed upon the expiration of the terms of the initial directors shall be appointed for staggered terms expiring in 1997 and 1998, in accordance with Subsection (b) of this Article Eight." 3. The second paragraph of Article Eight of the Articles of Incorporation shall be designated as Subsection "(d)", and the third sentence thereof shall be amended by inserting ", except for the appointments made pursuant to Subsection (c) of this Article Eight," before the words "must be appointed." ARTICLE THREE The amendment was adopted by the governing body of the City of The Colony, Texas, by resolution at a meeting held 6. BF:~INAN~COL812~00001~RES_BRD.DIR llY14~96:($'_t2pm) A-1 Mayor, City of The Colony, Texas ATTEST: City Secretary, City of The Colony, Texas [s~] 6. I~F:WINAI~CO L812VI0001~, ES_BR D.DI R h-2 10/14/96:(3'.32pm)