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HomeMy WebLinkAboutRES 021307-II - Amend AoI GEDCORESOLUTION NO. O2 /3 D 7" 11r 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 4A of the Development Corporation Act of 1979, as amended (Article 5190.6 Vernon's Tex. Rev. Civ. Stan. Ann.) (the "Act") and the May 7, 2005 Election; Changing the Qualifications of the Members of the Board of Directors; 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 terms of Section 4A of the Act and the May 7, 2005 election; and WHEREAS, the Original Articles of Incorporation for the "Georgetown Economic Development Corporation" were approved by the City Council on June 30, 2005; and 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 teini and whether a City Councilmember whose teini 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 Economic Development 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 Economic Development 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. Resolution No. Q,Z /3 ©7- Il Approving Amended Articles of Incorporation for GEDCO (4A) February /3, 2007 Page 1 of 2 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 4� `'` "' day of February, 2007. SIC I lED: Gary lon, Mayor ATTES APP OVED AS TO FORM: a 6eiC 6r-4— Sandra D. Lee, City Secretary Patricia E Carls, City Attorney Resolution No. OZ/,3©?— s Approving Amended Articles of Incorporation for GEDCO (4A) February a, 2007 Page 2 of 2 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION Georgetown Economic Development Corporation (the "Corporation"), pursuant to the provisions of Section 4A 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 VI were adopted by the City Council at its regular meeting on February 13, 2007: ARTICLE VI BOARD OF DIRECTORS The affairs of the Corporation shall be managed by a Board of Directors consisting of five (5) Directors, who are appointed by the governing body of the City and three (3) of the five (5) directors shall be current City Council Members. A Director's term of office shall not exceed six years or, for directors who are Council Members, until the end of their teiiu of service on the City Council, whichever is less. Any Director who is a member of the governing body of the City shall cease to be a Director at the time he or she ceases 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. Directors may be removed at any time for any reason by majority vote of the City Council. The Directors shall serve as such without compensation; however, they may be reimbursed for their actual expenses incurred in the perfoinmance of their duties as Directors. Any vacancy occurring on the Board of Directors through death, resignation, removal, or otherwise shall be filled by appointment by the governing body of the City to hold office until the expiration of the teiin being filled. The names and addresses of the five (5) initial Board of Directors are: Richard C. 30311 Oak Tree Drive, Amended Articles of Incorporation Page 1 of 3 Smith Ron Shelly Henry Carr (Council Member) Ben Oliver (Council Member) Farley Snell (Council Member) Georgetown, Texas 78628 141 Logan Ranch Road, Georgetown, Texas 78628 119 Yaupon Lane, Georgetown, Texas 78628 1409 Laurel Street, Georgetown, Texas 78626 1310 College Street, Georgetown, Texas 78626 SECTION TWO These Articles of Incorporation are hereby amended in accordance with the provisions of Article VII 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: (ii) the governing body of the City 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 of the Corporation or articles of dissolution at a meeting of the governing body of the City and delivering articles of amendment or dissolution to the Secretary of State, as provided in the Development Corporation Act of 1979. 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 VII, item (ii)). 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 Amendment is attached hereto. Dated: -du- G. 13, 97 THE CITY OF GEORGETOWN Amended Articles of Incorporation Page 2 of 3 THE CITY OF GEORGETOWN y Nelon, Mayor Sandra Lee City Secretary Approyqd as t 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 /3 day of , 20 07 SANDRA D. LEE MY COMMISSION EXPIRES January 3, 2010 Notary Public, State of Texas My commission expires: /-3 20/0 Amended Articles of Incorporation Page 3 of 3