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HomeMy WebLinkAboutR-1471-11-96RESOLUTION NO. 1471-11-96 (R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, APPROVING THE ARTICLES OF INCORPORATION OF THE ALLEN COMMUNITY DEVELOPMENT CORPORATION AND AUTHORIZING THE BOARD TO ACT ON BEHALF OF THE CITY. WHEREAS, on January 18, 1996, the Allen City Council adopted Ordinance No. 1395-1-96 that called an election on the question of whether to impose an additional sales and use tax pursuant to Section 4B of Article 5190.6 of the Texas Revised Civil Statutes (the "Act"); WHEREAS, on May 4, 1996, the citizens of Allen approved the imposition of an additional one-half of one percent sales and use tax within the City of Allen for projects authorized by the Act; WHEREAS, on June 20, 1996, the Allen City Council adopted Ordinance No. 1433-6-96 that levied a one-half of one percent sales and use tax pursuant to the Act; and WHEREAS, the Allen City Council has reviewed the Articles of Incorporation of the Allen Community Development Corporation and finds that they should be approved and filed with the Texas Secretary of State. NOW, THEREFORE, the following Resolution is adopted by the City Council of the City of Allen, Collin County, Texas: BE IT RESOLVED that the City of Allen approves the Articles of Incorporation of the Allen Community Development Corporation (the "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 the behalf of the City to further the public purposes as stated in the Articles of Incorporation. .`ADOPTED by the Allen City Council on this the 71-h day of November, 1996. APPROVED: Devin L. Lilly, Mayo ATTES'': dy Morrison, CMC, City Secretary RESOLUTION - ADOPTION OF ARTICLES - Solo Page a\I1/1/96articles.res RESOLUTION NO. 1471-11-96(R) 1 *14:11,111 WAV ARTICLES OF INCORPORATION OF ALLEN COMMUNITY DEVELOPMENT CORPORATION a Texas Non -Profit Corporation I, the undersigned natural person being at least 18 years of age, a representative of the City of Allen, Texas, a Texas municipal corporation ("the City"), acting as incorporator of a public instrumentality and non-profit industrial development corporation (the "Corporation") under the provisions of Section 4B of the Development Corporation Act of 1979, Tex. Rev. Civ. Stat. Ann. Art. 5190.6, as amended ("the Act"), with the approval of the governing body of the City, as evidenced by the Resolution attached hereto and made a part hereof for all purposes, do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE 1. NAME The name of the Corporation is ALLEN COMMUNITY DEVELOPMENT CORPORATION. ARTICLE 2. NON-PROFIT CORPORATION The Corporation is a non-profit corporation specifically governed by Section 4B of the Act, as now existing or amended. ARTICLE 3. DURATION The period of duration of the Corporation is perpetual. ARTICLE 4. PURPOSE The Corporation is organized exclusively for the public purposes authorized in the Act. Specifically, the Corporation is authorized to study and fund all permissible projects prescribed in the Act, including any improvements or facilities that are related to any permissible projects or any other project that is not prohibited by law. ARTICLES OF INCORPORATION - Page I EXHIBIT "A" a\arhates.cdc PESOLUTION NO. 1471-11-96(R) ARTICLE 5. POWERS A. The Corporation shall have and exercise all of the rights, powers, privileges, authority, and functions given by the general laws of Texas to non-profit corporations by the Texas Nonprofit Corporation Act, Tex. Rev. Civ. Stat. Ann. Art. 1396-1.01 et seq., and the additional powers as provided in the Act. B. 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 as its duly constituted authority and public instrumentality pursuant to the Act and under, and within the meaning of the Internal Revenue Code of 1986, as amended, and the applicable regulations and rulings. C. 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 corporation, subdivision or agency of the State of Texas, or a 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 6. INITIAL REGISTERED OFFICE AND AGENT The street address of the initial registered office of the Corporation is One Butler Circle, Allen, Texas 75013, and the name of the initial registered agent at such address is Jon McCarty, as the City Manager of the City of Allen and his successors in office. ARTICLE 7. DIRECTORS The affairs of the Corporation shall be managed by a board of directors which shall be composed of seven (7) persons appointed by the City Council who are residents of the City. One (1) member of the board of directors shall be a member of the City Council. Six (6) members shall be persons who are not City employees, officers or members of the City Council. The names and street addresses of the persons who are to serve as the initial directors and the lengths of their initial terms as directors are as follows: ARTICLES OF INCORPORATION - Page 2 EXIMIT "A" a\enccles.cdc RESOLUTION NO. 1471-11-96(R) CLASS OF NAME ADDRESS DIRECTOR Bob Morris 1008 Bel Air Drive Citizenmember Allen, Texas 75013 Claudia Kelley 1206 High Meadow Citizenmember Allen, Texas 75002 Robin Sedlacek 640 Autumn Oaks Citizenmember Allen, Texas 75002 Debbie Stout 1106 Sandy Trail Citizenmember Allen, Texas 75002 Jason Collier 706 High Meadow Citizenmember Allen, Texas 75002 Carl Clemencich, Jr. 810 Rockefeller Lane Citizenmember Allen, Texas 75002 Steve Terrell 709 Greenbrook Drive Councilmember Allen, Texas 75002 ARTICLE 8. MEMBERSHIP/STOCK The Corporation has no members and is a non -stock corporation. ARTICLE 9. AMENDMENTS/DISSOLUTION These Articles of Incorporation may from time to time be amended as provided in the Act or the law. Any such amendment shall be effected in either of the following manners: (a) The Board of Directors of the Corporation shall file with the City Council a written application specifying the amendments proposed and requesting approval. The City Council shall consider such application and, if approved shall by resolution approve the proposed amendments, after which the Board of Directors of the Corporation may, by appropriate action, amend the Articles of Incorporation and deliver articles of amendment to the Secretary of State; or (b) The City Council may 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 Constitution and laws of the State of Texas and the United States of America) by written resolution adopting the amendments to the Articles of Incorporation or Articles of Dissolution and deliver the same to the Secretary of State. ARTICLES OF INCORPORATION - Page 3 Exi-IIBIT "A" a\ar icles.cdc RESOLUTION NO. 1471-11-96(R) ARTICLE 10. INCORPORATOR The name and street address of the Incorporator is Jon McCarty, One Butler Circle, Allen, Texas 75013. ARTICLE 11. AUTHORIZATION By Resolution, the City has specifically authorized the creation of the Corporation to act on its behalf to further the public purposes stated in the Resolution and these Articles of Incorporation, and the City has by Resolution approved these Articles of Incorporation. ARTICLE 12. DIVIDENDS No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses shall be distributed to or inure to the benefit of its Directors or officers or any individual, firm, corporation, or association. No part of the Corporation's activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and it shall not participate or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office of any proposition. ARTICLE 13. BYLAWS The Corporation's internal affairs shall be regulated by a set of Bylaws, not inconsistent with the laws of this State or with these Articles of Incorporation, which Bylaws shall be approved by the Board of Directors and the City Council. ARTICLE 14. DISSOLUTION If the Corporation is dissolved, then its interest in any funds or property of any kind, real, personal, or mixed, 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. INCORPORATOR: (Joon:MjCarty, City Manager ARTICLES OF INCORPORATION - Page 4 EXMIT "A" a\articles.cdc