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HomeMy WebLinkAboutR-1619-8-98RESOLUTION NO. 1619-8-98(g) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, APPROVING THE ARTICLES OF INCORPORATION OF THE KEEP ALLEN BEAUTIFUL CORPORATION, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Allen City Council has reviewed the Articles of Incorporation of the Keep Allen Beautifid Corporation and fads that they should be approved and filed with the Texas Secretary of State. NOW, THEREFORE, the following Resolution is adopted by the (Sty Cowdl of the City of AB®, Collin County, Texas: BE IT RESOLVED that the City of Allen approves the Articles of Incorporation of the Keep Allen Beautiful Corporation which are attached hereto as Exhibit "A" and incorporated herein; and BE IT FURTHER RESOLVED that the City of Allen specifically authorizes the Corporation to act on behalf of the City to further the public purposes as stated in the Articles of Incorporation. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ON THIS THE 0 DAY OF AUGUST, 1998. APPROVED: 1 EaH][BIT "A" L. BYLAWS KEEP ALLEN BEAUTIFIJL BOARD ARTICLE I Section 1 - Name The Keep Allen Beautiful Board will be operating under that tide and will hereinafter be referred to as the "Board". Section 2 - Creation The Board was duly organized as the result of Ordinance No. 1488-4-97, passed by the City Council on April 3, 1997. Section 3 - Duties and Powers The Duties of said Board shall be: To implement and maintain the Keep Texas Beautiful System in Allen, To initiate, plan, direct and coordinate programs for litter and solid waste reduction, recycling and beautification, To educate and involve citizens, businesses, community organization, schools and government in responsible voluntary action that will influence citizen participation in promoting a cleaner, safer, healthier and more beautiful community, To study, investigate and develop plans for the cleanliness of the City, To make recommendations to the appropriate community officials, as well as to the private sector, regarding measures which it deems necessary to accomplish the objectives of the Keep Texas Beautiful System, To adopt Bylaws to facilitate the attainment of its purpose and functions ARTICLE II Section 1 - Structure The Board shall consist of seven (7) members. The Chairman and six (6) Standing Committee Members shall be appointed by the City Council. The Chairman shall designate Standing Committee Chairman from among those Standing Committee Members appointed by the City Council. Page 2 Bylaws Keep Allen Beautiful Board ARTICLE III Section 1 -Regular Meetings Meetings shall be held one (1) per month on the date and time designated by the Board Members. Should such meetings fall on a legal holiday, then that meeting shall be held on the date and time specified by the Board. Section 2 - Special Meetings Special meetings of the Board will be held when called by the Chairman, or by any five (5) Board Members. For such special meetings, at least three (3) days notice must be given to each Board Member. Section 3 - Quorum A simple majority of the Board Members shall constitute a quorum for the transaction of business. Section 4 - Transaction of Business ' Every act or decision made by a majority of the Board Members presented at a duly held meeting at which a quorum is present shall be regarded as the act of the entire Board. Section 5 - Time Duration Meetings shall commence promptly at the time designated by the Board Members. A meeting shall not last more that two (2) hours from the time it commences unless a majority of those Board Members present at a duly held meeting vote to allow such meeting to continue for longer than the two-hour (2) time duration. Section 6 - Robert's Rules of Order All meetings shall be conducted according to Robert's Rules of Order, current edition. ARTICLE IV Section 1 - Tenure Terms of office of the Board shall be for a period of two (2) years and shall expire on a staggered basis. Terms begin October 1 and conclude September 30. I Page 3 Bylaws Keep Allen Beautiful Board Section 2 - Resignation or Removal L Any Board Member may be removed by the Mayor with the consent of the City Council. Any Board Member may resign at any time by giving written notice to the Chairman. Such resignation will take effect on the date of receipt of such notice or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall be necessary to make it effective. Cause for removal shall include, but not be limited to, three (3) consecutive, unexcused absences from regularly scheduled meetings. Section 3 - Vacancies Any vacancy occurring during the unexpired term of an appointed Board Member shall be filled by the City Council for the remainder of the unexpired term. The Board will make recommendations to Council regarding these appointments. Section 4 - Appointments, Qualifications of Members The Board shall be appointed by the City Council. Members of such Board shall be residents of the City of Allen and qualified voters of the City. The Board will make recommendations to Council regarding these appointments. Section 5 - Committees The Standing Committees of the Board have been established by Ordinance, and are as follows: A. Business and Industry. This Committee is responsible for promotion of Keep Texas Beautiful System education among business/industry sector employees, and for advising the business and industrial community of laws and regulations pertinent to the enforcement of the Board's duties. B. Communications. This Committee will be responsible for creating a greater pubic recognition of the goals, program volunteers and activities of the Board, and Standing Committees; for coordinating all public awareness information and for identifying and promoting results of the Keep Texas Beautiful System. C. Community Organizations. This Committee is responsible for liaison work with community organizations to further advance the goals of the Keep Texas Beautiful System through their involvement and awareness. D. Education. This Committee is responsible for dissemination of materials and development of programs to involve all public, private and parochial schools and colleges. Page 4 Bylaws Keep Allen Beautiful Board E. Finance/Fundraising. This Committee has responsibility for soliciting case donations, funding, in-kind contributions and implementing special events throughout the year to raise funds. F. Neighborhood Associations. This committee is responsible for liaison work with neighborhood associations to further advance the goals of the Keep Texas Beautiful System, and strengthening relationships with the Homeowner's Council. The Standing Committee Chairman shall select persons to assist them in developing their respective programs. Section 6 - Other Committees In addition to the Standing Committees, the Board may establish other temporary committees, which in their discretion are necessary for the purpose of the Board. Any Board Member elected to the Keep Texas Beautiful Board will continue to serve as a non-voting Member of the Board after their Board term expires. Section 7 - Votin All Board Members shall have one (1) vote equal in weight. The Chairman shall vote only to ' break a tie. All voting shall be by voice vote, however, the Chairman may at his discretion, call for a roll call vote or written ballot. Section 8 - Duties The duties are as follows: Chairman. The Chairman shall act as public spokesman for the Board at public functions; shall serve as ex -officio member of all Committees; shall appoint Ad Hoc Committees upon the advise and consent of the Board; shall upon the direction of the Board appoint a Parliamentarian; and shall perform all other duties as the Chairman elects. Vice -Chairman. The Vice -Chairman shall act in the capacity of the Chairman when the Chairman is absent at a meeting of the Board. Special Projects Coordinator. The Keep Allen Beautiful Special Projects Coordinator shall be the non-voting Secretary of the Board and will be responsible for all records and Minutes of the Board and will perform such duties as the Board may deem necessary and consistent with both responsibilities of the Board and the responsibilities of the City of Allen. The Coordinator shall work under the supervision and control of the Director of Public Works for the purpose of implementing the Keep Texas Beautiful system. Page 5 Bylaws Keep Allen Beautiful Board LARTICLE V Section 1 - Contributions The Board shall annually establish priorities for the disbursement of contribution monies. Once these priorities are adopted by the Board, it shall require majority vote to change, and expenditures to be made must be authorized by the Board, provided sufficient funds are available. Section 2 - Accounting The Special Projects Coordinator shall establish acceptable business practices for the accounting of receipts and disbursements of funds. Procedures shall be established for the receipt of gifts, grants and other revenues and the Coordinator shall ensure that these processes are acceptable under current laws and the City of Allen. ARTICLE VI Section 1 - Amendments L These Bylaws may be amended by a simple majority vote of the Board, provided that notice is presented in writing at the previous Board meeting or mailed ten (10) days prior to the meeting. Section 2 - Conflicts In the case of any conflict between an Ordinance and these Bylaws, the Ordinance will take precedence. Section 3 - Majority The term "Majority" shall mean a simple majority of the Board present and voting. rI u FILED In the Office of the Secretary of State of Texas ARTICLES OF INCORPORATION AUG 2 6 1998 OF NEEP ALLEN BEAUTIFUL CORPORATIO Corporations Section I, the undersigned natural person of the age of eighteen (18) years or older, acting as incorporator, adopt the following Articles of Incorporation of KEEP ALLEN BEAUTIFUL CORPORATION (referred to as the "Corporation") pursuant to the Terns Nonprofit Corporation Act (" the Act"). ARTICLE 1 NAME The name of the corporation is KEEP ALLEN BEAUTIFUL CORPORATION. ARTICLE 2 NONPROFIT CORPORATION The Corporation is a nonprofit corporation. Upon dissolution, all of the Corporation's assets shall be distributed to the City of Allen for tax exempt purposes pursuant to the Act. ARTICLE 3 DURATION The Corporation shall continue in perpetuity. ARTICLE 4 PURPOSE The public purpose for which the Corporation is organized is to implement and maintain the Keep Texas Beautiful System in Allen, Collin County, Texas, and to organize all organizations and citizens within the community in promoting a cleaner, safer, healthier, and more beautiful community. ARTICLE 5 POWERS Except as otherwise provided in these Articles, the Corporation shall have all the powers provided in the Act. Moreover, the Corporation shall have all implied powers necessary and proper to carry out its express powers. The Corporation may pay reasonable compensation for services rendered to or for the Corporation in furtherance of one of more of its purposes set forth above. Page 2 Articles of Incorporation Keep Allen Beautiful Corporation ARTICLE 6 RESTRICTIONS AND REQUIREMENTS A. The Corporation shall not pay dividends or other corporate income to its directors or officers or otherwise accrue distributable profits or permit the realization of private gain. The Corporation shall have no power to take any action prohibited by the Act. The Corporation shall not have the power to engage in any activities, except to an insubstantial degree, that are not in furtherance of the purposes set forth above. B. The Corporation shall have no power to take any action that would be inconsistent with the requirements for a tax exemption under Internal Revenue Code Section 501 and related regulations, rulings, and procedures. The Corporation shall have no power to take any action that would be inconsistent with the requirements for receiving tax deductible contributions under Internal Revenue Code Section 170(c)(2) and related regulations, rulings, and procedures. Regardless of any other provision in these Articles of Incorporation or state laws, the Corporation shall have no power to: (1) Engage in activities or use its assets in manners that are not in furtherance of one or more exempt purposes, as set forth above and defined by the Internal Revenue Code and related regulations, rulings, and procedures, except to an insubstantial degree. (2) Serve a private interest other than the one that is clearly incidental to an overriding public interest. (3) Devote more than an insubstantial pan of its activities to attempting to influence legislation by propaganda or otherwise, except as provided by the Internal Revenue Code and related regulations, rulings, and procedures. (4) Participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. The prohibited activities include the publishing or distributing of statements and any other direct or indirect campaign activities. (5) Have objectives that characterize it as an "action organization" as defined by the Internal Revenue Code and related regulations, rulings, and procedures. (6) Distribute its assets on dissolution other than for one of more exempt purposes; on dissolution, the Corporation's assets shall be distributed to the City of Allen, Collin County, Texas, to be used to accomplish the general purposes for which the Corporation was organized. (7) Permit any pan of the net earnings of the Corporation to inure to the benefit of any private individual. Page 3 Articles of Incorporation Keep Allen Beautiful Corporation (8) Carry on an unrelated trade or business except as a secondary purpose related to the Corporation's primary, exempt purposes. C. The Corporation shall make distributions at such times and in such manners as to avoid the tax under Internal Revenue Code Section 4942. The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d). The Corporation shall not retain excess business holdings as defined in Section 4943(c). The Corporation shall not make any investments that would subject it to the tax described in Section 4944. The Corporation shall not make any taxable expenditures as defined in Section 4945(e). ARTICLE 7 MEMBERSHIP The Corporation shall have no members and is a non -stock corporation. ARTICLE 8 INITIAL REGISTERED OFFICE AND AGENT The street address of the initial registered office of the Corporation is One Butler Circle, Allen, Texas, 75013. The name of the initial registered agent at this office is Phillip L. Lakin, Jr. ARTICLE 9 BOARD OF DIRECTORS The qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors shall be provided in the bylaws. The initial Board of Directors shall consist of seven (7) persons. The initial Board of Directors shall consist of the following persons at the following addresses: Name of Director Street Address Phil Lakin, Jr. 315 Parkhurst Lane, Allen, TX 75013 Heidi Smalley 1121 Hampton Drive, Allen, TX 75013 Grace Kerr 1229 Newberry Drive, Allen, TX 75013 Sandy Sanders 920 Tyler Court, Allen, TX 75013 Lonnie Simmons 907 Autumn Lake, Allen, TX 75002 Patricia Buckley 9 High Point, Allen, TX 75002 Melissa Owen 552 Guadalupe, Allen, TX 75002 Page 4 Articles of Incorporation Keep Allen Beautiful Corporation ARTICLE 10 LIMITATION OF LIABILITY OF DIRECTORS A director is not liable to the Corporation for monetary damages for an act or omission in the director's capacity as director except to the extent otherwise provided by statute of the State of Texas. ARTICLE 11 INDEMNIFICATION The Corporation shall indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or other person related to the Corporation as provided in the bylaws. The Board of Directors shall have the power to define the requirements and limitations for the Corporation to indemnify directors and officer pursuant to the Act and Article 1396-2.22A of the Texas Civil Statutes. ARTICLE 12 CONSTRUCTION All references in the Articles of Incorporation to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. ARTICLE 13 APPROVAL OF ARTICLES The City of Allen has specifically authorized the organization of the Corporation by resolution to act on behalf of the City to further its public purpose and the Allen City Council has approved these Articles of Incorporation. ARTICLE 14 INCORPORATOR The name and street address of the incorporator is: Phillip L. Lakin, Jr., 315 Parkhurst Lane, Allen, Texas, 75013 These Articles of Incorporation were executed on August 18, 1998. —" dse Ua6,1 a-- Phillip L. Lakin, Jr.