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HomeMy WebLinkAboutResolution No. 98-16 ,:,T',' 0,, T,:×^, ORIGINAL * azsO T O CiTY T= crrY TFfE COLONY, TEXAS, AUTFIORIZING AND DIRECTING AN AMENDMENT TO THE ARTICLES OF INCORPORATION AND BYLAWS OF THE COLONY MUNICIPAL ECONOMIC DEVELOMENT CORPORATION WHEREAS, The Colony Economic Development corporation (the "Corporation") was created by Resolution No. 94-30 of 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, the Board has submitted a request for approval by the city Council of an amendment to the Articles of Incorporation and Bylaws to provide for a change in the name of the Corporation; and WHEREAS, the City Council has determined that it is in the best interests of the City and the Corporation to approve the change in the name of the Corporation. NOW, THEREFORE, BE IT RESOLVED BY TIlE CITY COUNCIL OF TH'E CITY OF TEIE 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 all references in the Articles of Incorporation and the Bylaws of The Colony Municipal Economic Development Corporation shall be amended to read The Colony Community Development Corporation as set forth in Exhibit "A" attached hereto. Section 3. 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 4. That this Resolution shall be effective as of the date hereof, and that the amendment to the Articles of Incorporation of the Corporation and Bylaws of the Corporation shall become effective upon issuance ora certificate of amendment by the Secretary of State of the State of Texas. PASSED AND APPROVED this x~)''~-~ day of (~(5 -~o/~ ~'- 1998. ATTEST: Patti A. Hicks, TRMC, City Secretary APPROVED AS TO FORM: ARTICLES OF INCORPORATION OF THE COLONY COMMUNITY DEVELOPMENT CORPORATION THE COLONY MUNICIPAL DEVELOPMENT CORPORATION WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age and is a qualified elector of the city of The Colony, Texas (the "City"), acting as incorporators of a public instrumentality and non-profit industrial development corporation (the "Corporation") under the Development Corporation Act of 1979, as amended, TEX.REV.CIV.STAT.ANN. art. 5190.6, as amended (the "Act"), with the approval of the City Council (the "City Council") of the City, do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE ONE "The Colony Community Development Corporation" The name of the Corporation is "The Colony Municipal Economic Development Corporation". ARTICLE TWO The Corporation is a non-profit industrial development corporation under the Act and is governed by Section 4B of the Act. ARTICLE THREE Subject to the provisions of Article Eleven of these Articles, the period of duration of the Corpor. ation is perpetual. AKTICLE FOUR (a) The purpose of the Corporation is to promote community and economic development within the City and the State of Texas in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the City by developing, implementing, providing, and financing projects under the Act and as defined in Section 4B of the Act. (b) In the fulfillment of its corporate purpose, the Corporation shall have the power to provide financing to pay the costs of projects through the issuance or execution of bonds, notes, and other forms of debt instruments, and to acquire, maintain, operate and lease and sell property, and interests therein, all to be done and accomplished on behalf of the City and its benefit and to accomplish its public and governmental purposes as its duly constituted authority and public instrumentality pursuant to the Act and under, and within the meaning of, the Internal Revenue Code of 1986, as amended, and the applicable regulations of the United States Treasury Department and the rulings of the Internal Revenue Service of the United States prescribed and promulgated thereunder. (c) In the fulfillment of its corporate purpose, the Corporation shall have and may exercise the powers described in paragraph (b) of this Article, together with all of the other powers granted to corporations that are incorporated under the Act and that are governed by Section 4B thereof, and, to the extent not in conflict with the Act, the Corporation shall additionally have and may exercise all of the rights, powers, privileges, authorities, and fuctions given by the general laws of the State of Texas to nonprofit corporations under the Texas Non- Profit Corporation Act, TEX.REV.CIV.STAT.ANN., Article 1396-1.0, et seq.. as amended. (dO The Corporation is a corporation having the purposes and powers permitted by the Act pursuant to the authority granted in Article III, Section 52-a of the Texas Constitution, but the Corporation does not have, and shall not exercise the powers of sovereignty of the City, including the power to tax (except for the power to receive and use the sales and use taxes specified in Section 4B of the Act) and the police power, except that the Corporation shall have and may exercise the power of eminent domain when the exercise thereof is approved by the City Council. However, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code), the Corporation is a governmental unit and its actions are governmental functions. (e) No bonds, notes, or other debt instruments or other obligations, contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the contracts, agreements, bonds, notes, or other debt instruments or other obligations, or the lending of credit, or a ~ant of the public money or things of value, of, belonging to, or by the State of Texas, the City, or any other political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. Any and all of such contracts, agreements, bonds, notes, and other debt instruments and other obligations, contracts and agreements shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by Section 4B of the Act and from such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. ARTICLE FIVE The Corporation has no members and is a non-stock corporation. ARTICLE SIX These Articles of Incorporation may be amended in either one of the methods prescribed in this Article. (a) Pursuant to the powers of the City contained in Section 17(b) of the Act, the City Council, by resolution, may amend these Articles of Incorporation by filling amendments hereto with the Secretary of State as provided by the Act. (b) The board of directors of the Corporation may file a written application with the City Council requesting approval of proposed amendments to these Articles of Incorporation, specifying in such application the proposed amendments. If the City Council, by appropriate resolution, finds and determines that it is advisable that the proposed amendments be made, authorizes the same to be made, and approves the form of the proposed amendments, the board of directors of the Corporation may proceed to amend these Articles of Incorporation in the manner provided by the Act. (c) The board of directors of the Corporation shall not have any power to amend these Articles of Incorporation except in accordance with the procedures established in paragraph (b) of this Article. ARTICLE SEVEN The street address of the initial registered office of the Corporation is the City Hall, 5151 North Colony Boulevard, Th e Colony, Texas 75056, and the name of its initial registered agent at such address is Patti Hicks. ARTICLE EIGHT The affairs of the Corporation shall be managed by a board of directors which shall be composed of seven (7) persons appointed by the City Council, all of who are residents of the City. At least five (5) Members of the board of directors shall be persons who are not members of the City Council and who are not employees or officers of the City (the "Citizenmember Class"). No more than two (2) members of the board of directors shall be members of the City Council (the "Councilmember Class").-The names and street addresses of the persons who are to serve as the initial directors of the respective classes and the dates of expiration of their initial terms as directors, are as follows: DATE OF EXPIRATION OF NAME ADDRESS TERM John Dillard 4916 Crawford Drive December 1, 1996 The Colony, Texas 75056 Toby Pollard 5401 Sutton Place December 1, 1996 The Colony, Texas 75056 Jeffrey D. Cunningham 7120 Dee Cole Dr. December 1, 1996 The Colony, Texas 75056 Jerry Sebastian 7033 Northpointe Drive December 1, 1996 The Colony, Texas 75056 Gary McClure 4925 Roberts Drive December 1, 1996 The Colony, Texas 75056 Dean Kindy 4909 Roberts Drive December 1, 1996 The Colony, Texas 75956 Tommy W. Thompson 5821 Turner Street December 1, 1996 The Colony, Texas 75056 Each director shall hold office for the term for which the director is appointed unless sooner removed or resigned. Each director, including the initial directors, shall be eligible for reappointment. Directors are removable by the City Council at will and must be appointed for a term of two (2) years. If a director' of the Councilmember Class shall cease to be a member of the City Council, such event shall constitute an automatic resignation as a director and such vacancy shall be filled in the same manner as for other vacancies of the same class. Any .vacancy occurring on the board of directors through death, resignation or other,vise shall be filled by appointment by the City Council to hold office until the expiration of the vacating member's term. ARTICLE NINE The name and street address of each incorporator are: Name Address Jerry Sebastian 7033 Northpointe Drive The Colony, Texas 75056 Gary McClure 4925 Roberts Drive The Colony, Texas 75056 Dean Kindy 4909 Roberts Drive The Colony, Texas 75056 ARTICLE TEN (a) The initial bylaws of the Corporation shall be in the form and substance approved by the City Council. Such bylaws shall be adopted by the Corporation's board of directors and shall, together with these Articles of Incorporation, govern the internal aff&irs of the Corporation until and unless amended in accordance with this Article. (b) Neither the initial bylaws nor any subsequently effective bylaws of the Corporation may be amended without the consent and approval of the City Council. The board of directors of the Corporation shall make application to the City Council for the approval of any proposed amendments, but the same shalll not become effective unless the same shall be approved by resolution adopted by the City Council. ARTICLE ELEVEN (a) The City Council may, in its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation, and it may terminate or dissolve the Corporation, subject to the provisions of paragraphs (b) and (c) of this Article. (b) The Corporation shall not be dissolved, and its business shall not be terminated, by act of the City Council or otherwise, so long as the Corporation shall be obligated to pay any bonds, notes, or other obligations and unless the collection of the sales and use tax authorized by Section 4B of the Act is eligible for termination in accordance with the provisions of Section 4B(i) of the Act. (c) No action shall be taken pursuant to paragraphs (a) and (b) of this Article or pursuant to paragraph (b) of Article Twelve of these Articles, in any manner or at any time that would impair any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the Corporation. ARTICLE TWELVE (a) No dividends shall ever by paid by the Corporation and no part of its net earnings remaining after payment of its expenses and other obligations shall be distributed to or inure to the benefit of its directors or officers, or any individual, private firm, or private corporation or association, except in reasonable amounts for services rendered. (b) If, after the close of any fiscal year, the board of directors shall determine that sufficient provision has been made for the full payment of all current expenses, together with all amounts payable on the contracts, agreements, bonds, notes, and other obligations of the Corporation, and that all ofther terms, provisions, and covenants therein have been met, then any net earnings of the Corporation derived from sources other than the sales and use taxes collected for the account of Corporation pursuant to Section 4B of the Act thereafter accruing and lease payments received in connection with projects financed pursuant to Section 4B of the Act shall be paid to the City. Ail sales and use taxes collected for the account of the Corporation pursuant to Section 4B of the Act, and lease payments and other revenues received in connection with projects financed pursuant to Section 4B of the Act shall be used solely for the purposes permitted by Section 4B of the Act. (c) If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property or rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the City after satisfaction or provision for satisfaction of all debts, claims, and contractual obligations, including any contractual obligations granting rights of purchase of property of the Corporation. (d) No part of the Corporation's activities shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in any political campaign of or in opposition to any candidate for public office. ARTICLE THIRTEEN The City has specifically authorized the Corporation by resolution to act on its behalf to further the public purposes stated in said resolution and in these Articles of Incorporation, and the City has by said resolution approved these Articles of Incorporation. A copy of said resolution is on file among the permanent public records of the City and the Corporation. INCORPORATORS Adopted: June 13, 1994 Amended: October 5, 1998 6