Loading...
HomeMy WebLinkAboutRES 062805-Y - Amend AoI GTECRESOLUTION NO. a 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; Changing the Name and Address of the Registered Agent for the Corporation; Authorizing Filing of the Articles of Amendment of the Articles of Incorporation with the Secretary Of State; 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 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 authorized 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 former City Manager) as the registered agent for the Corporation at the address of the former City Hall; Resolution No. d 2 Approving Amended Articles of Incorporation for GTEC (4B) June 28, 2005 Page 1 of 3 WHEREAS, the City Council desires 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; WHEREAS, the City Councils finds and determines that it is advisable that the corporation be authorized and created and approves the Articles of Amendment to the Articles of Incorporation of the Georgetown Enrichment 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 Enrichment 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. Section 2: The Corporation shall be governed by Section 4B of the Act. The purposes of the Corporation shall be limited to those authorized by Section 4B of the Act the Articles of Incorporation attached hereto as "Exhibit A", and the election of May 5, 2001. 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 4B of the Act, and the Articles of Incorporation, as amended, and the May 5, 2001 election. Section 4: 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 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. Resolution No. 0`0:'`� Approving Amended Articles of Incorporation for GTEC (4B) June 28, 2005 Page 2 of 3 PASSED AND APPROVED on this di day of June, 2005. ATTEST: Sandra D. Lee, City Secretary Resolution No. Approving Amended Articles of Incorporation for GTEC (4B) June 28, 2005 Page 3 of 3 APPROVED AS TO FORM: Patricia E Carls, City Attorney ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE GEORGETOWN ENRICHMENT CORPORATION Georgetown Enrichment 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 Articles of Incorporation which: Change the name of the corporation, the purpose and limitation provisions, the registered agent, the provisions for amendment and the provisions for dissolution. SECTION ONE The following amendments to Articles I, IV, and VIII of the Articles of Incorporation were initially adopted by the City Council on October 9, 2001, and the amendment to Article IX of the Articles of Incorporation regarding the change of the name and address of the Registered Agent was adopted by the City Council on June 28, 2005. Article I of the Articles of Incorporation is hereby amended to read as follows: The name of the Corporation is "Georgetown Transportation Enhancement Corporation." Article IV of the Articles of Incorporation is hereby amended to read as follows: The purpose of the Corporation is to promote economic and community development within the City and the State of Texas through the payment of costs for streets, roads, drainage, and other related transportation system improvements, including the payment of maintenance and operating expenses associated with such authorized projects in accordance with Section 4B of the Act. 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, and lease and sell property, and interests therein, all to be done and accomplished on behalf of the City and for its benefit and to accomplish its public and governmental purposes and its duly constituted authority and public 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. Amended Articles of Incorporation Page 1 of 4 In the fulfillment of its corporate purpose as approved by the voters on May 5, 2001, 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 4B thereof, and, to the extent not in conflict with the Act and the May 5, 2001 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, Article 1396-1.01, et seq., Vernon's Ann. Civ. St., as amended. 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 the 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. 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 liable for damages arising from the performance of any governmental function of the corporation or 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 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 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 VIII of the Articles of Incorporation are hereby amended to read as follows: These Articles of Incorporation may be amended at any time as provided in the Act, to make any changes and add any provisions which might have been included in the Articles of Incorporation in the first instance. Any amendment may be accomplished in either of the following manners: (1) The members of the board of directors of the Corporation may file with the City Council a written application requesting approval of amendments to the Articles of Incorporation, specifying the amendments proposed to be made. The City Council shall consider the application and, if it determines that it is advisable that the proposed amendments be made and approves the proposed amendments by resolution, then the board of directors of the corporation may amend the Articles of Incorporation by adopting the approved amendments at a meeting of the board of directors and delivering articles of amendment to the Secretary of State; or Amended Articles of Incorporation Page 2 of 4 (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. The Corporation shall not be dissolved, and its business shall not be terminated by act of the City Council election by 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 4B of the Act is eligible for termination in accordance with the provisions of Section 4B of the Act. No action shall be taken 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 IX of the Articles of Incorporation is hereby amended to read as follows: The Street address of the initial registered office of the Corporation is 113 East 8th Street, Georgetown Texas 78626 and the name of its registered agent at that address is Paul Brandenburg. ARTICLE TWO 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 October 9, 2001, and received the vote of a majority of the City Council members in office. In addition, the change of the name of the registered agent as set forth in Article IX was approved by the City Council on June 28 2005 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. Amended Articles of Incorporation Page 3 of 4 THE CITY OF GEORGETOWN Sandra Lee City Secretary Appr-d as to form: cJ 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 cler day of , 2005. SANDRA D. LEE tary Putk State of Texas My Commission Expires JANUARY 3, 2006 Notary Public, State of Texas My commission expires: t`3" 20040 Amended Articles of Incorporation Page 4 of 4