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HomeMy WebLinkAboutRES 061405-N - 4A Article of IncorporationRESOLUTION NO. fl /'/o5-° N A Resolution of the City Council of the City Of Georgetown, Texas Approving and Adopting Original 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; Stating the Purposes of the Corporation; Authorizing the Corporation to Act on the City's Behalf to Further the Purposes of the Corporation as Stated in the Articles of Incorporation and the Act; Authorizing Filing of the Articles of Incorporation with the Secretary Of State; Making Other Provisions Related to the Corporation; and Providing an Effective Date. WHEREAS, at an election duly called and held on May 7, 2005 a majority of the voters of the City of Georgetown approved the following Proposition: The adoption of a sales and use tax within the city for the promotion and development of new and expanded business enterprises at the rate of one -eighth of one percent and the adoption of an additional sales and use tax within the city at a rate of one -eighth of one percent to be used to reduce the property tax rate, as authorized by Section 4A of the Development Corporation Act of 1979, as amended (Article 5190.6 Vernon's Tex. Rev. Civ. Stan. Ann ) WHEREAS, the Development Corporation Act of 1979, as amended (Ai licle 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 the Act and the May 7, 2005 election, and WHEREAS, by Resolution No. 052405-R the City Council appointed five (5) persons as Initial Directors of the Corporation to be created under Section 4A of the Act and WHEREAS, the City Councils finds and determines that it is advisable that the corporation be authorized and created and approves the Articles of Incorporation 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 Incorporation of the Georgetown Economic Development Corporation (the "Corporation") that are attached hereto as "Exhibit A", and which are Resolution No. 06 /4/ ©ST- /i/ Approving Articles of Incorporation for 4A Corporation June/4/, 2005 Page 1 of 2 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. Section 2: The Corporation shall be governed by Section 4A of the Act. The purposes of the Corporation shall be limited to those authorized by Section. 4A of the Act, the Articles of Incorporation attached hereto as "Exhibit A , and the election of May 7, 2005. Section 3: The City Council of the City of Georgetown hereby specifically authorizes the Corporation to act on its behalf to further the public purpose or purposes authorized by Section 4A of the Act, the Articles of Incorporation that are attached hereto as "Exhibit A", and the May 7, 2005 election. Section 4: That the Original Incorporators named in the Articles of Incorporation attached hereto as "Exhibit A' are hereby authorized to sign and file the Articles of Incorporation 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 5: 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 SIGNED: ary N; on, Mayor Sandra D. Lee, City Secretary day of June, 2005. APPROVED AS TO FORM: Patricia E. Carls, City Attorney Resolution No. 04,14 a5-11/ Approving Articles of Incorporation for 4A Corporation June/41, 2005 Page 2 of 2 ARTICLES OF INCORPORATION OF THE GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION We, the undersigned natural persons, being at least eighteen (18) years of age, and residents of the City of Georgetown, Texas, which is a duly established City under the Texas Constitution, acting as Incorporator of a public instrumentality and non-profit industrial development corporation (the 'Corporation") under Article 5190.6, Texas Revised Civil Statutes, as amended, known as the Development Corporation Act of 1979 (the "Act'), with the approval of the governing body of the City of Georgetown, Texas (the ' City"), do hereby adopt the following Articles of Incorporation for the Corporation; ARTICLE I CORPORATE NAME The name of the Corporation is "Georgetown Economic Development Corporation" also referred to and known. as "GEDCO." ARTICLE II AUTHORIZATION The Corporation is a non-profit corporation, and is an industrial development corporation organized under the Development Corporation Act of 1979, and is governed by Section 4A of the Act In the event of any conflict between any provision of these Articles of Incorporation and the Act, then the provisions of the Act shall control. ARTICLE III DURATION The period of duration of the Corporation is perpetual. ARTICLE IV PURPOSE The purpose of the Corporation is to conduct all matters for any and all lawful purposes for which a corporation may be organized under Section 4A of the Development Corporation Act of 1979. In 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, and lease and sell property, and interest therein all to be done and accomplished on behalf of the City and for its benefit and to accomplish its pubhc and governmental purposes and its duly constituted authority and public Articles of Incorporation Page 1 of 7 instrumentality and 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. In fulfillment of its corporate purpose as approved by the voters on May 7, 2005, the Corporation shall have and may exercise the powers described in these Articles, together with all of the other powers granted to corporations that are incorporated under the Act and that are governed by Section 4A thereof and, to the extent not in conflict with the Act and the May 7, 2005 election, the corporation shall additionally have and may exercise all of the rights, powers, privileges, authorities and functions given by the general laws of the State of Texas to nonprofit corporations under the Texas Non -Profit Corporation Act, as amended, Articles 1396-1.01, et seq. Vernon's Civ. Stat. Ann., as amended. In addition, per Resolution No. 121404-JJ equal consideration shall be given by the Board to projects in the following categories: (a) industrial development; (b) commercial development, including but not limited to projects within the Downtown District and redevelopment areas designated by the City Council; and, (c) other categories specifically approved by voters. The Corporation is a corporation having the purposes and powers permitted by the Act pursuant to the authority granted in Article III, Section 52-1 of the Texas Constitution, but the Corporation does not have, and shall not exercise, the powers of the sovereignty of the City, including the power to tax (except for the power to receive and use the sales and use taxes specified by Section 4A of the Act) and the police power, except that the Corporation shall have and y may exercise the power of eminent domain when the exercise thereof is approved by the City Council. The Corporation, directors of the Corporation, the City creating the Corporation, members of the governing body of the City, employees of the Corporation and employees of the City shall not be and are not hable for damages arising from the performance of any governmental function of the Corporation or the City. For 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. 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 grant of the public money or thing 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 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 4A of the Act and form such other sources ad may be otherwise lawfully available and belonging to the Corporation from time to time. Articles of Incorporation Page 2of7 ARTICLE V MEMBERS The Corporation has no members and is a non -stock corporation. 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 be for the period established in the Bylaws, but in any event shall not exceed six years or, for directors who are Council Members, shall not extend past the end of their term 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. 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 performance 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 term being filled. The names and addresses of the five (5) initial Board of Directors are: Richard C. Smith Ron Shelly Henry Carr (Council Member) Ben Oliver (Council Member) Farley Snell (Council Member) 30311 Oak Tree Drive, 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 ARTICLE VII AMENDMENT The Articles of Incorporation may, at any time and from time to time, be amended as provided in the Act, so as to make any changes therein and add any provisions thereto which might have been included in the Articles of Incorporation in the first instance. Any such amendment may be accomplished in either of the following manners: (i) the members of the Board of Directors of the Corporation shall file with the governing body of the City a written application requesting approval of the amendments to the Articles of Incorporation, specifying in such application the amendments proposed to be made, such governing body shall consider such application and, if it shall by appropriate resolution duly find and determine that it is Articles of Incorporation Page 3 of 7 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 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. The Corporation shall not be dissolved, and its business shall not be terminated, by act of the City Council, election of the voters as prescribed by the Act, 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 4A of the Act is eligible for termination in accordance with the provisions of the Act. If the Corporation ever shall 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 debts and claims. No action shall be taken in any manner or at any time that would impair any contract, lease, right, or other obligation therefore executed, granted, or incurred by the Corporation. ARTICLE VIII BYLAWS 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 and shall, together with these Articles of Incorporation, govern the internal affairs of the Corporation until and unless amended in accordance with these Articles. 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 shall make application to the City Council for the approval of any proposed amendments, but the same shall not become effective until or unless the same shall be approved by Resolution adopted by the City Council. ARTICLE IX Articles of Incorporation Page 4 of 7 ORIGINAL INCORPORATORS The names and addresses of the Original Incorporators are: Gary Nelon, Mayor Paul E. Brandenburg, City Manager Micki Runde11, Director, Finance & Administration 30421 Berry Creek Dr., Georgetown, Texas 78628 511 Champions Drive, Georgetown, Texas 78628 205 Arrowhead Lane, Georgetown, Texas 78628 ARTICLE IX REGISTERED AGENT The street address of the Corporation's initial registered agent is 113 East 8th Street, Georgetown, Texas 78626. The name of the registered agent at such address is Paul E. Brandenburg. ARTICLE X CITY COUNCIL APPROVAL; EFFECTIVE DATE 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, at a meeting of the City Council of the City of Georgetown, Texas on June %1i, 2005, approved these Articles of Incorporation by majority vote of the City Council members in office. A copy of said Resolution is attached to these Articles of Incorporation and made a. part hereof for all purposes. These Articles of Incorporation shall become effective as of the date of filing by the Texas Secretary of State. 2Z 1 _ (-. Dated: ORIG ' AL INCORPORATORS• ary on Mayor, City of Georgetown Paul E Brandenburg City Manager City of Georgetown Micki Rundell Director of Finance and Administration City of Georgetown Articles of Incorporation Page 5 of 7 Sandra D. Lee, City Secretary APPROVED AS TO FORM: Cie Patricia E. Carls, City Attorney, Brown & Carls, LLP STATE OF TEXAS COUNTY OF WILLIAMSON 9 BEFORE ME, the undersigned authority, on this day personally appeared Gary Nelon, Mayor, City of Georgetown, Texas, known to me to be the person whose name is subscribed to the foregoing document as an Original Incorporator, and being by me first duly sworn, declared that the statements therein contained are true and correct. Given under my hand and seal of this office on this / day of JLU , 2005. t SANDRA D LEE Notary Pic, State o&Texas My Commission Expires JANUARY 3, 2006 STATE OF TEXAS COUNTY OF WILLIAMSON Notary Public in and for the State of Texas My commission expires: 1 " O(o BEFORE ME, the undersigned authority, on this day personally appeared Paul E. Brandenburg, City Manager, City of Georgetown, Texas, known to me to be the person whose name is subscribed to the foregoing document as an Original Incorporator, and being by me first duly sworn, declared that the statements therein contained are true and correct. Given under my hand and seal of this office on this f 5 day of JtWc , 2005. Vat i .,, Ile, • cE SHIRLEY J. RINN Notary Public, State of Texas My Commission Expires MCy 26, 2009 Notary`i'uublic in . , for the State of Texas My commission expires* 5. 26.0 5 Articles of Incorporation Page 6of7 STATE OF TEXAS COUNTY OF WILLIAMSON BEFORE ME, the undersigned authority, on this day personally appeared Micki Rundell, Director of Finance and Administration, City of Georgetown, Texas, known to me to be the person whose name is subscribed to the foregoing document as an Original Incorporator, and being by me first duly sworn, declared that the statements therein contained are true and correct. Given under my hand and seal of this office �� this at 'day of tJ ltrmst•., , 2005. t- ..-7....._..- r "No• • • • . • 1 •• .•t.. i \.4yi: PATRICIA S. JUSTICE MY COMMISSION EXPIRES September 17, 2005 Notary Public in and f My commission expires: ate of Texas Articles of Incorporation Page 7 of 7