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HomeMy WebLinkAboutResolution No. 06-049 CITY OF THE COLONY, TEXAS RESOLUTION NO. 06- D ~q 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 ECONOMIC DEVELOPMENT CORPORATION WHEREAS, The Colony Economic Development Corporation (the "Corporation") was created by the City Council of the City of The Colony, Texas (the "City") pursuant to the Development Corporation Act of 1979, TEX.REV.Crv.STAT.ANN., art. 5190.6 as amended (the "Act"), and in particular, Section 4A of the Act, as an instrumentality of the City; and, WHEREAS, the most previous amendment to the Articles of Incorporation was October 5, 1998; and, WHEREAS, the Board has submitted a request for approval by the city Council of an amendment to the Articles of Incorporation. 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 and determined to be true and correct and are incorporated into the body of this Resolution as if copied in their entirety. Section 2. Articles of the Articles of Incorporation of the Corporation be amended 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. DULY PASSED AND APPROVE fJ '~~W~ s ie WIlson, TRMC, CIty Secretary ORIGINAL RESTATED ARTICLES OF INCORPORATION OF THE COLONY ECONOMIC DEVELOPMENT CORPORATION A TEXAS NON-PROFIT CORPORATION The Colony Economic Development Corporation, a Texas nonprofit corporation subject to the Texas Non-Profit Corporation Act, has adopted these Restated Articles of Incorporation. These Restated Articles of Incorporation accurately copy the Articles of Incorporation and all prior amendments and also include further amendments as described in Article II. ARTICLE I PROCEDURE OF ADOPTING AMENDMENT The Corporation has no members entitled to vote on the Restated Articles of Incorporation. The Restated Articles of Incorporation were adopted at a meeting of the Board of Directors held on April 12, 2006. The Restated Articles of Incorporation received a majority vote of the directors in office. ARTICLE II RESTATED ARTICLES The Articles of Incorporation and all amendments and all other changes to the articles of amendment are superseded by the Restated Articles of Incorporation set forth herein. ARTICLE III NAME The name of the Corporation is The Colony Economic Development Corporation. ARTICLE IV The Corporation is a non-profit corporation specifically governed by Section 4A of the Development Corporation Act. ARTICLE V DURATION The period of duration of the Corporation is perpetual. ARTICLE VI PURPOSE The Corporation is organized exclusively for the public purposes of the promotion and development of new and expanded business enterprises to provide and encourage employment in the furtherance of the public welfare. The Corporation shall have and 4A Articles of Incorporation, Page I of 4 exercise all of the rights, powers, privileges, authority, and functions given by the general laws of Texas to non-profit corporations by the Texas Nonprofit Corporation Act, Tex. Civ. Stat. Ann. Art. 1396-1.01 et seq., and the additional powers as provided in section 4A and 23 of the Development Corporation Act. The Corporation shall be subject to any limitation imposed by such Section 4A of the Development Corporation Act. In the event of any conflict between these statutes regarding the powers of the Corporation, the Development Corporation Act shall control and govern the Corporation; and to the extent of a conflict between Section 4A of the Development Corporation Act, the provisions of such Section 4A of the Development Corporation Act shall control. ARTICLE VII INITIAL REGISTERED OFFICE AND AGENT The street address of the registered office of the Corporation is 6800 Main Street, The Colony, Texas 75056, and the name of the registered agent at such address is Christie Wilson. ARTICLE VIII DIRECTORS The affairs of the Corporation shall be managed by a Board of Directors consisting of five (5) members who shall be appointed by and shall serve at the pleasure of the City Council of the City (the "Council"). The names and addresses of the Directors are as follows: Director and Address Robert Norris 6800 Main Street The Colony, Texas 75056 Rick Casterline 6800 Main Street The Colony, Texas 75056 Paul Koenig 6800 Main Street The Colony, Texas 75056 Al Garcia 6800 Main Street The Colony, Texas 75056 Kevin Greene 6800 Main Street The Colony, Texas 75056 The initial terms of office for the Directors shall be two (2) Directors with three (3) year terms, two (2) Directors with two (2) year terms and one (1) Director with a one (1) year term, as designated by the Council. After the initial terms of office, the Directors shall serve for three (3) years. Any vacancy occurring shall be filled by appointment by the City Council. 4A Articles ofIncorporation, Page 2 of 4 Each Director shall reside within the City. Each Director, including the initial Directors, shall be eligible for reappointment. The Directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses incurred in the performance of their duties as Directors. ARTICLE IX MEMBERSHIP/STOCK The Corporation has no members and is a non-stock corporation. ARTICLE X AMENDMENTS These Articles of Incorporation may at any time and from time to time be amended as provided in the Development Corporation Act so as to make any changes therein and add any provisions thereto which are lawful under the Development Corporation Act as then in effect. Any such amendment shall be effected in either of the following manners: (i) the members of the Board of Directors of the Corporation shall file with the Council a written application requesting approval of the amendments to the Articles of Incorporation, specifying in such application the amendments proposed to be made, the Council shall consider such application and, if it shall be appropriate resolution duly find and determine that it is advisable that the proposed amendments be made and shall approve the form of the proposed amendments, then the Board of Directors of the Corporation may amend the Articles of Incorporation by adopting such amendments at a meeting of the Board of Directors and delivering articles of amendment to the Secretary of State, or (ii) the Council may, at its sole discretion, and at any time, amend the Articles of Incorporation, and alter or dissolve the Corporation (subject to the provisions of the Development Corporation Act, and subject to any limitation provided by the constitutions and laws of the State of Texas and the United States of America on the impairment of contracts entered into the corporation) by written resolution adopting the amendment to the Articles of Incorporation of the Corporation or articles of dissolution at a meeting of the governing body, as provided in the Development Corporation Act or upon election as provided in the Act. Amended or Restated Articles of Incorporation may be filed with the Secretary of State as provided in the Development Corporation Act. ARTICLE XI AUTHORIZA TION The City has specifically authorized the Corporation by Resolution to act on its behalf to further the public purposes stated in said Resolution and these Articles of Incorporation, and the City has by said Resolution approved these Articles of Incorporation. ARTICLE XII DIVIDENDS No dividends shall ever by paid by the Corporation and no part of its net earnings remaining after payment of its expenses shall be distributed to or inure to the benefit of 4A Articles ofIncorporation, Page 3 of 4 its Directors or officers or any individual, firm, corporation or association. Part of the Corporation's 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. ARTICLE XIII INTERNAL AFFAIRS The Corporation's internal affairs shall be regulated by a set of Bylaws, not inconsistent with the laws of this State or with these Articles of Incorporation, which Bylaws have been approved by the City Council, under whose offices the Corporation is created. ARTICLE XIV DISSOLUTION 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 or satisfaction of debts and claims. I am an officer ofthe Corporation and I execute these Restated Articles ofIncorporation on the Corporation's behalf on ~-lD 2006. Colony Economic Development Corporation By; ~ ~ <i.AJ~ T Name: Robert E. Norris Title: President 4A Articles of Incorporation, Page 4 of 4