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Min - Community Development Corporation - 1996 - 09/16 - RegularMINUTES ALLEN 4B SALES AND USE TAX BOARD REGULAR CALLED MEETING SEPTEMBER 16, 1996 - 7 P.M. BOARD MEMBERS PRESENT: Steve Terrell, Chairman Debbie Stout, Secretary Bob Morris Robin Sedlacek Jason Collier Carl Clemencich BOARD MEMBERS ABSENT: Claudia Kelley STAFF PRESENT: Rhoda L. Savage, Director of Parks and Recreation GUESTS PRESENT: None I. CALL TO ORDER Chairman Steve Terrell called the meeting to order at 7:34 p.m. II. APPROVAL OF MINUTES FROM AUGUST 14, 1996, REGULAR CALLED MEETING MOTION: Debbie Stout moved to accept the minutes from August 14, 1996, Regular Called Meeting as presented. Bob Morris seconded, the Motion carried 6 for, 0 against. PAGE 2 ALLEN 4B SALES AND USE TAX BOARD SEPTEMBER 16, 1996 III. NAME COMMITTEE Following a brief review of the draft of Articles of Incorporation prepared by John E. Rapier, Attorney, a discussion of the naming of the corporation arose. For draft purposes, Mr. Rapier used the name "Allen Community Facilities Development Corporation", it was determined that the Board would prefer the name "Allen Community Development Corporation'. MOTION: Robin Sedlacek moved to name the committee the Allen Community Development Corporation (Allen C.D.C.) Carl Clemencich seconded, and the Motion carried 6 for, 0 against. IV. CONSIDER DRAFT TO ARTICLES OF Rhoda Savage briefly reviewed some of the changes that were made in the draft for the City of Allen, as compared to the City of North Richland Hills, that was used somewhat as a model. Rather than three individuals representing the City of Allen as incorporators of a corporation, just one is called for in this draft. Article 3 "Duration", North Richland Hills described a process for dissolving the committee, it was pointed out that under this draft, no process is called out. Rhoda also recommended that under Article 4 "Purpose", it be amended to speak to the corporation being formed exclusively for the purposes authorized in the act. She also recommended that "park(s) and public safety" be included. Rhoda suggested that rather than finalizing this document tonight, that the requested changes go back to John Rapier and be certain that nothing is being omitted so that if the law changes, the corporation has not locked itself out of an opportunity. It was determined that Article 4 "Purpose" be changed to include the following: "promote or develop new or expanded business enterprises, including a project to provide public safety facilities, streets and roads, drainage and related improvements, demolition of existing structures, general municipally owned improvements, as well as any improvements or facilities that are related to any of those projects and any other project that the board in its discretion determines promotes or develops new or expanded business enterprises." It was emphasized that the ballot should be consistent with the way the corporation is set. PAGE 3 ALLEN 4B SALES AND USE TAX BOARD SEPTEMBER 16, 1996 Rhoda pointed out that under Article 7, "Directors", the draft specifies the constituents of this Board. Technically and legally, what we can have on this Board and are appointed by the City Council are four members who are affiliated with the City, and three non-affiliated (citizens -at -large). This draft is written that one member shall be a member of the City Council; and six members shall be persons who are not affiliated in any way with the City. It was determined that Rhoda would seek further definition of "officer" as called out in Article 7, "Directors", and that the Board would leave the wording as stated in the draft for the present time and update if needed after more experience is gained. Rhoda pointed out that in Article 7, "Directors" it deals with the length of term, it was suggested that actual expiration dates be used in this document rather than the "two (2) year term" Following a brief discussion, it was determined that should an appointed Council Member leave the City Council, their appointment to this Board would be dissolved and a new appointment made from the City Council. Rhoda indicated that she would check with John Rapier regarding Article 13, "Bylaws", as to why there was no direction in the draft for the amendment of the bylaws. Rhoda indicated that she felt it was probably governed by law, but that she would check on it. Rhoda indicated that first the Board would be getting the Articles of Incorporation approved by this Board, and it will then go to Council to be adopted by Resolution. After adoption by resolution, it will be sent to the State Comptroller's Office. After review and approval, a Certificate of Incorporation will be mailed to the City Once the Certificate of Incorporation is received, we will request adoption of the by-laws. Steve Terrell indicated the turn -around on receiving the Certificate of Incorporation was brief and probably no more than two weeks. Chairman Steve Terrell reviewed the information discussed: Name of Corporation: Allen Community Development Corporation Article 4: Reword to be "Vernon Act" and include by reference the article number and the Section Number. Article 7- Research definition of "Officers" Article 5- Question on Imminent Domain Other than the above stated items, the Board agreed that the draft of Articles of Incorporation read as they intended. Another draft will be prepared with the above issues included so that by the next meeting of the Board, a final document should be ready for approval. PAGE 4 ALLEN 4B SALES AND USE TAX BOARD SEPTEMBER 16, 1996 V. EXECUTIVE SESSION: LEGAL, SECTION 551.071, PROPERTY, SECTION 551.072, PERSONNEL, SECTION 551.074, STAFF PRESENTATIONS, SECTION 551.075, (CLOSED TO PUBLIC AS PROVIDED IN THE TEXAS LOCAL GOVERNMENT CODE). Rhoda indicated that the above captioned item was listed under "Executive Session" since the discussion would center on contracts, fees, and appointments. It was determined that this item could be discussed without being under "Executive Session", and therefore the proceedings will be included as a part of this record. Rhoda indicated that staff recommendation is that the Board not appoint an attorney at this time, but use John Rapier as legal counsel on an as -needed basis. It would not lock the board into anything contractually, but would be charged an hourly rate when something needs to be done. It was determined that the Board would ask John Rapier to go ahead with the Articles of Incorporation. VI. RECONVENE AND CONSIDER ACTION ON ITEMS DISCUSSED DURING EXECUTIVE SESSION Since the above items were discussed during the open meeting, there was no need to reconvene. The agenda for the next meeting of this Board (October 21, 1996, 7 p.m.) were discussed and it was determined that the the next agenda include: a draft of the by- laws; a final draft of the Articles of Incorporation; a CIP update of past projects, recently completed/current projects, as well as proposed projects. The board will also discuss strategies regarding project identification and public input process. A discussion of revenue projections and financing of bonds. It was also suggested that an "Items of Interest" agenda item be added to future agendas. 11 I PAGE 5 ALLEN 4B SALES AND USE TAX BOARD SEPTEMBER 16, 1996 VII. ADJOURN There being no further business, the meeting was adjourned at 9 p.m. These minutes read and approved this 21st day of October, 1996. Steve Te ell, Chairman (�^..li(. . I - D bbie Stout, Secretary