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HomeMy WebLinkAboutRES 021307-JJ - Amend AoI GTECRESOLUTION NO. 002/i07- .13 A Resolution of the City Council of the City Of Georgetown, Texas Approving and Adopting Articles of Amendment to the Articles of Incorporation for the Corporation Created Pursuant to Section 4B of the Development Corporation Act of 1979, as amended (Article 5190.6 Vernon's Tex. Rev. Civ. Stan. Ann.) (the "Act") and the May 5, 2001 Election; Allowing Holdovers for Members of the Board of Directors Under Certain Circumstances; Changing the Dates of Commencement and Ending of Board Member Terms; Making Other Provisions Related to the Corporation; and Providing an Effective Date. WHEREAS, the Development Corporation Act of 1979, as amended (Article 5190.6 Vernon's Tex. Rev. Civ. Stan. Ann.) (the "Act") provides that the City may create a corporation created under the Act and authorized to carry out the purposes of the Act consistent with the teiuus of the Act and the May 5, 2001 election; and WHEREAS, the Original Articles of Incorporation for the City of Georgetown development corporation, originally named "Georgetown 4B, Inc.," were approved by the City Council on September 24, 1996; and WHEREAS, the Articles of Amendment to the Articles of Incorporation of Georgetown 4B, Inc were approved and adopted by the City Council on July 13, 1999 changing the name of the corporation to "Georgetown Enrichment Corporation;" and WHEREAS, at an election duly called and held on May 5, 2001 a majority of the voters of the City of Georgetown approved the following Proposition: The adoption of an additional sales and use tax within the city at the rate of one-half of one percent as authonzed by Section 4B, Article 5190.6 V.T.C.S, as amended, with the proceeds thereof to be used and applied for project costs for streets, roads, drainage and other transportation system improvements, including the payment of maintenance and operating expenses associated with such authorized projects. WHEREAS, at its regular meeting on October 9, 2001, the City Council approved the Articles of Amendment for the Georgetown Enrichment Corporation to change the name of the corporation to the Georgetown Transportation Enhancement Corporation ("GTEC' ); change the purpose of the corporation to comport with the May 5, 2001 election and Section 4B of the Act; and change the name and address of the registered agent to George Russell (a foiiner City Manager) as the registered agent for the Corporation at the address of the foinier City Hall; WHEREAS, on June 30, 2005, the City Council approved additional Articles of Amendment to change the name and address of the registered agent to the new City Manager, Paul Brandenburg and to change the address of the registered agent to the new City Hall address; Resolution No, ©a i3 G 7 If Approving Amended Articles of Incorporation for GTEC (4B) February ,2007 Page 1 of 2 WHEREAS, at its regular meeting on February 13, 2007, the City Council considered amendments to the Articles of Incorporation relating to the date of commencement of each teim and whether a City Councilmember whose tutu on the Board ends in February, and whose Council seat is also the subject of an election in May, can holdover as a Board member until the May election is finalized; WHEREAS, the City Council approves the Articles of Amendment to the Articles of Incorporation of the Georgetown Transportation Enhancement Corporation attached hereto as "Exhibit A". NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS HEREBY RESOLVES AS FOLLOWS: Section 1: That the Articles of Amendment to the Articles of Incorporation of the Georgetown Transportation Enhancement Corporation (the "Corporation') that are attached hereto as "Exhibit A ", and which are incorporated herein by reference for all purposes as if set forth in full, are hereby approved and adopted by majority vote of the governing body of the City of Georgetown All provisions of the Articles of Incorporation (as amended) that are in effect on the date of this Resolution that are not amended by or in conflict with the Articles of Amendment attached hereto as "Exhibit A" shall remain in full force and effect. Section 2: That the Mayor of the City Council of the City of Georgetown is authorized to sign and file the Articles of Amendment to the Articles of Incorporation that are attached hereto as "Exhibit A ", with the Texas Secretary of State, and to take any other actions necessary to establish and maintain the Corporation in good standing under the laws of the State of Texas and the United States. Section 3: It is found and determined that City Secretary posted written notice of the date, place and subject of this meeting on the bulletin board located outside of City Hall, a place convenient and readily accessible to the general public, and said notice was posted and remained posted continuously for at least 72 hours preceding the scheduled time of the meeting, and that the meeting was an open meeting held in compliance with the Texas Open Meetings Act. THIS RESOLUTION shall take effect immediately upon its final passage. PASSED AND APPROVED on this % day of February, 2007. SIG°' ED• Gary W. lon, Mayor ATTFS Sandra D. Lee, City Secretary APPOVED AS TO FORM: atricia E. Carls, City Attorney Resolution No. Oa/3Q7 cT..T Approving Amended Articles of Incorporation for GTEC (4B) February,, 2007 Page 2 of 2 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE GEORGETOWN TRANSPORTATION ENHANCEMENT CORPORATION Georgetown Transportation Enhancement Corporation (the "Corporation"), pursuant to the provisions of Section 4B of the Development Corporation Act of 1979, as amended, adopts the following Articles of Amendment to its amended Articles of Incorporation: SECTION ONE The following amendments to Article X of the Articles of Incorporation was adopted by the City Council at its regular meeting on February 13, 2007: Article X Board of Directors (a) The affairs of the Corporation will be managed by a board of directors (the "Board') which will be composed of seven persons appointed by the City Council of the City for a two year term of office each. Places 1, 3, 5, and 7 will be appointed in odd numbered years, and Places 2, 4, and 6 will be appointed in even numbered years. Terms begin on Octobcr 1 of oach year. (b) Each director must be a resident of the City. At least three of the directors must not be employees, officers, or members of the City Council. A majority of the then current membership of the Board constitutes a quorum. The Board will conduct all meetings within the boundaries of the City and in accordance with the requirements of the Act. (c) The names and the street addresses of the persons who are to serve as the initial directors and the dates of expiration of their initial terms as directors, are as follows: (See original Articles of Incorporation for list of names and addresses) Each director must be a qualified voter of the City of Georgetown Each director, including each initial director, is eligible for reappointment. Directors are removable by the City Council at any time without cause. Amended Articles of Incorporation Page 1 of 3 (d) The directors shall serve without compensation but, they will be reimbursed for their actual expenses incurred in the performance of their duties as directors. Any vacancy occurring on the Board will be filled by an appointment of the City Council of a person who will hold such position until the expiration of the term. A director who is a member of the City Council will cease to be a director upon ceasing to be a member of the City Council. Notwithstanding any provisions herein to the contrary, a director shall hold office until his/her successor shall have been appointed and qualified. If qualified a director completing a term may be reappointed at the discretion of the Council. The directors will elect a president, vice-president, secretary, and treasurer of the Corporation as more specifically provided in the Corporation's bylaws and in the Act. The term of office for each officer shall be for a period of one year, expiring on the 30th SECTION 0 These Articles of Incorporation are hereby amended in accordance with the provisions of Article VIII of the Articles of Incorporation (as amended), which provides that the Articles of Incorporation may be amended at any time to make any changes and add any provisions which might have been included in the Articles of Incorporation in the first instance, and accomplished in the following manner: (2) The City Council may, at its sole discretion, and at any time, amend these Articles of Incorporation and alter or change the structure, organization, programs or activities of the corporation or terminate or dissolve the Corporation (subject to the provisions of the 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 by the Corporation) by written resolution adopting the amendment to the Articles of Incorporation or by articles of dissolution at a meeting of the City Council and delivering articles of amendment or dissolution to the Secretary of State, as provided in the Act. Restated Articles of Incorporation may be filed with the Secretary of State as provided in the Act if approved by the City Council. (See Articles of Incorporation, as amended, Article VIII, item (2)). SECTION THREE These amendments were adopted in the following manner: The amendments were approved at a meeting of the City Council of the City of Georgetown, Texas held on February 13, 2007 and received the vote of a majority of the City Council members in office. A Resolution of the City Council adopting these Articles of Amended Articles of Incorporation Page 2 of 3 Amendment is attached hereto. Dated: THE CITY OF GEORGETOWN By: Ga ,'Nelon, Mayor Sandra Lee City Secretary Approypd as to ;,orm: Patricia E. Carls, City Attorney Brown & Carls, LLP STATE OF TEXAS COUNTY OF WILLIAMSON Before me, a notary public, on this day personally appeared Gary Nelon known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein are true and correct. Given under my hand and seal of office this ��day of SANDRA D. LEE MY COMMISSION EXPIRES January 3, 2010 Notary Public, State of Texas My commission expires: / - -3 7 200. 20/0 Amended Articles of Incorporation Page 3 of 3