Loading...
HomeMy WebLinkAboutR-2523-6-06RESOLUTION NO.2523-6A6(R) ' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, APPROVING AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE ARTS OF COLLIN COUNTY COMMISSION, INC.; PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, at a regularly scheduled meeting of the Arts of Collin County Commission, Inc. (ACC), with a quorum in attendance, the ACC reviewed and approved the Amended and Restated Articles of Incorporation. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, THAT: SECTION 1. The proposed amendments to the Articles of Incorporation of the ACC as set forth in the restated Articles approved by the ACC on the 24h day of May, 2006, and attached hereto are hereby approved. SECTION 2. Resolutions of the City of Allen, Collin County, Texas, in conflict with the provisions of this resolution are hereby, repealed; provided, however that all other provisions of said resolutions not in conflict with the provisions of this resolution shall remain in full force and effect. SECTION 3. This resolution shall become effective immediately upon its passage. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ON THIS THE 13TH DAY OF JUNE, 2006. 1 ATTEST: Shelley B. Georg4trry SECRETARY 1 APPROVED: Stephen Terrell, MAYOR ' AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ARTS OF COLLIN COUNTY COMMISSION, INC. Pursuant to Section 431.102 of the Texas Transportation Code (the "Act'), Chapter 394 of the Texas Local Government Code and the Texas Non -Profit Corporation Act, the undersigned Texas non-profit corporation (the "Corporation") adopts the following Amended and Restated Articles of Incorporation which restate the entire articles of incorporation as amended and supplemented by all certificates of amendment previously issued by the Texas Secretary of State and as further amended by these Amended and Restated Articles of Incorporation. Each director is at least eighteen (18) years of age or more, a resident and a qualified voter of the City of Allen, Texas, the City of Frisco, Texas, or the City of Plano, Texas (collectively, the "Cities" and, each individually, a "City") and a citizen of the State of Texas. 1. Each amendment to the articles of incorporation of the Corporation has been effected in conformity with the provisions of the Act. A. Resolution No. 2523-6-06(R) approving the form of these Amended and Restated Articles of Incorporation has been adopted by the City Council of the City of Allen, Texas, on June 13, 2006. ' B. Resolution No. 06-06-146R approving the form of these Amended and Restated Articles of Incorporation has been adopted by the City Council of the City of Frisco, Texas on June 6, 2006. C. Resolution No. 2006-6-17(R) approving the form of these Amended and Restated Articles of Incorporation has been adopted by the City Council of the City of Plano, Texas, on June 12, 2006. 2. The following provisions of the articles of incorporation have been altered: Article IV: The purpose or purposes of the Corporation have been amended to specify that the Corporation is a Texas non-profit corporation whose purposes include charitable, scientific and/or educational activities, in accordance with Section 501(c)(3) of the Internal Revenue Code of 1986 or any successor statute. In addition, Article IV has been amended to specify that the net earnings of the Corporation shall not inure to the benefit of a private individual and that no substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation or a political campaign. Article VIII: The names and addresses of the initial directors have been deleted, ' and the names and addresses of the current directors have been added. EXHIBIT A ' Article IX. The article has been updated to indicate that the names listed are of the original incorporators. Article X: The listing of resolutions adopting the Articles of Incorporation has been deleted, and the resolutions adopting these Amended and Restated Articles of Incorporation have been added. Article XII: Paragraph (E) has been added to specify that in the case of dissolution, all assets must be distributed in accordance with Section 501(c)(3) of the Internal Revenue Code of 1986 or any successor statute. Any assets not disposed of by the Board must be disposed of by the Cities in accordance with Section 501(c)(3) of the internal Revenue Code of 1986 or any successor statute. 3. This instrument accurately copies the articles of incorporation and all amendments thereto that are in effect to date and as further amended by the Amended and Restated Articles of Incorporation below. This instrument contains no other change in any provision thereof. 4. The restated text of the entire articles of incorporation, as amended and supplemented by all certificates previously issued by the Texas Secretary of State, and as further amended by these Amended and Restated Articles of Incorporation, is as follows: ' ARTICLE I The name of the corporation is the Arts of Collin County Commission, Inc. (the "Corporation"). ARTICLE II The Corporation is a public non-profit corporation. ARTICLE III The period of duration of the Corporation shall be perpetual. ARTICLE IV A. The Corporation is organized and shall be operated exclusively for charitable, scientific, educational, public and/or cultural purposes to the fullest extent permitted under both the Act and the Internal Revenue Code of 1986, 26 U.S.C. 501(c)(3) or any successor statute, as the same may be now or hereafter amended. No part of the net earnings of the Corporation shall inure to the benefit of any private individual, no ' substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise permitted by 26 U.S.C. 501), and the Corporation shall not participate in, or intervene in (including the ' publishing or distributing of any statements), any political campaign on behalf of (or in opposition to) any candidate for public office. B. The Corporation is organized for the purpose of aiding, assisting, and acting on behalf of the Cities in the performance of their governmental functions to promote the common good and general welfare of the cities, and to promote, develop, encourage and maintain cultural facilities, commerce and economic development in the Cities. C. The Corporation is further organized to aid, assist and act on behalf of the Cities by financing, constructing, owning, managing and operating performing and visual cultural arts facilities, together with land and improvements related thereto, and other cultural facilities. Subject to applicable state law and any contractual obligations of a City or the Corporation, a City or Cities may discontinue participation in the activities of the Corporation, or a non -participating unit of local government, business, or individuals may join in the activities of the Corporation, under procedures established in the Bylaws of the Corporation (the `Bylaws'). D. The Corporation is formed pursuant to the provisions of the Act as it now or may hereafter be amended, and Chapter 394, Texas Local Government Code, which authorizes the Corporation to assist and act on behalf of the Cities and to engage in activities in the furtherance of the purposes for its creation. E. 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 incorporated under the Act including, without limitation, Article 1396 Vernon's Texas Civil Statutes (the Texas Non -Profit Corporation Act). F. The Corporation shall have all other powers of a like or different nature not prohibited by law which are available to non-profit corporations in Texas and which are necessary or useful to enable the Corporation to perform the purposes for which it is created, including the power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created; provided, however, that the Corporation shall not issue any bond, certificate, note or other obligation evidenced by an instrument without the written consent of each of the Cities or as otherwise allowed by the Bylaws. G. The Corporation is created as a local government corporation pursuant to the Act and shall be a governmental unit within the meaning of Subdivision (2), Section 101.001, Texas Civil Practice and Remedies Code. The operations of the Corporation are governmental and not proprietary functions for purposes of the Texas Tort Claims Act, Section 101.001 at seq., Texas Civil Practice and Remedies Code. The Corporation shall have the power to acquire land in accordance with the Act as amended from time to time. References herein to the consent or written consent of a City shall refer to an ordinance, ' resolution or order of the governing body of the City. ' ARTICLE V The Corporation shall have no members and shall have no stock. ARTICLE VI A. All powers of the Corporation shall be vested in a Board of Directors ('Board") consisting initially of five (5) persons. Additional persons may be added to the Board in accordance with the Bylaws. The initial directors of the Corporation ("Director" or "Directors') shall be those persons named in Article VIII. Each initial Director named in Article VIII hereof shall serve for the term prescribed in Article VIII. Subsequent Directors shall be appointed to the Board as prescribed in the Bylaws. Except as provided in the Articles of Incorporation, each Director shall serve for the term provided in the Bylaws. Any Director may be removed from office at any time, with or without cause, by the entity responsible for the appointment of that Director under the Bylaws. The initial President of die Board shall be George S. Robinson and the Board shall designate by majority vote each subsequent President of the Board. B. All other matters pertaining to the internal affairs of the Corporation shall be governed by the Bylaws, so long as such Bylaws are not inconsistent with these Articles of Incorporation, or the laws of the State of Texas. ' ARTICLE VII The street address of the initial registered office of the Corporation is 210 W. McDermott, Allen, Texas 75013 and the name of its initial registered agent at such address is George S. Robinson. ARTICLE VIII The number of Directors currently constituting the Board is five (5). The names, addresses and terms of office of the five (5) current Directors, a majority of whom reside within one of each of the Cities, are: NAME ADDRESS TERM EXPIRES Maher M. Maso 10902 Ormond Lane, Frisco, Texas 75035 September 30, 2008 George S. Robinson 5044 Bridge Creek Drive, Plano, Texas 75093 September 30, 2006 Betty Bell Muns 5502 St. Andrews Court, Plano, Texas 75093 September 30, 2006 David Sterling 1514 High Country Lane, Allen, Texas 75002 September 30, 2007 Nick Barretta 12 Woodcreek Lane, Frisco, Texas 75034 September 1, 2007 ARTICLE IX The names and street addresses of the original incorporators, each of whom resides or resided within one of the Cities forming the corporation were: NAME ADDRESS George S. Robinson 5044 Bridge Creek Drive Plano, Texas 75093 Maher Maso 10902 Ormond Lane Frisco, Texas 75035 Steve Matthews 103 W. McDermott, Suite 200 Allen, Texas 75013 ARTICLE X A. Resolution No. 2523-6-06(R) approving the form of these Amended and Restated Articles of Incorporation has been adopted by the City Council of the City of Allen, Texas, on June 13.2006. B. Resolution No. 06-06-146R approving the form of these Amended and Restated Articles of Incorporation has been adopted by the City Council of the City of Frisco, Texas on June 6, 2006. ' C. Resolution No. 2006-6-17(R) approving the form of these Amended and Restated Articles of Incorporation has been adopted by the City Council of the City of Plano, Texas, on June 12, 2006. ARTICLE XI No Director shall be liable to the Corporation for monetary damages for an act or omission in the Director's capacity as a Director, except for liability (i) for any breach of the Director's duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the Director received an improper benefit, whether or not the benefit resulted from an act taken within the scope of the Director's office, or (iv) for acts or omissions for which the liability of a Director is expressly provided by statute. Any repeal or amendment of this Article by the Directors shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Director existing at the time of such repeal or amendment. In addition to the circumstances in which a Director is not personally liable as set forth in the preceding sentences, a Director shall not be liable to the fullest extent permitted by any amendment to the Texas statutes hereafter enacted that further limits the liability of a Director. ARTICLE XII ' A. In accordance with the provisions of Section 501(c)(3) of the Code, and regardless of any other provisions of these Articles of Incorporation or the laws of the ' State of Texas, the Corporation: (a) shall not permit any part of the net earnings of the Corporation to inure to the benefit of any private individual; (b) shall not devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise; (c) shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office; and (d) shall not attempt to influence the outcome of any election for public office or to carry on, directly or indirectly, any voter registration drives. Any income earned by the Corporation after payment of reasonable expenses, debt and establishing a reserve shall accrue to the Cities in an amount that is in proportion to the percentage of funds each City contributed to the Corporation's annual budget for that year. B. The Cities shall, at all times, have an unrestricted right to receive any income earned by the Corporation, in an amount that is in proportion to the percentage of funds each City contributed to the Corporation's annual budget for that year exclusive of amounts needed to cover reasonable expenditures and reasonable reserves for future activities. No part of the Corporation's income shall inure to the benefit of any private interests. C. If the Board of Directors determines by resolution that the purposes for which the Corporation was formed have been substantially met and all bonds issued by and all obligations incurred by the Corporation have been fully paid, the Board shall ' execute a certificate of dissolution which states those facts and declares the Corporation dissolved in accordance with the requirements of Section 394.026 of Texas Local Government Code, or with applicable law then in existence. D. Any capital project(s) of the Corporation as well as all plans and specifications of any improvement to be made by the Corporation where the project or improvement's value is in excess of $100,000 or adds to the annual operations and maintenance costs by more than the limit established in the Bylaws shall be approved in writing by each of the Cities unless otherwise authorized by the Bylaws. E. Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, transfer all remaining assets to the Cities. Disposition of the assets by the Cities, whetherjointly or individually, shall be exclusively for religious, charitable, educational, scientific, public or cultural purposes as shall at the time qualify under Section 501(c)(3) of the Internal Revenue Code of 1986 or any successor statute, as any of the same may be now or hereafter amended. ARTICLE XIII If the Corporation is a private foundation within the meaning of Section 509(a) of ' the Code, the Corporation: (a) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code; (b) shall not engage in any act of self-dealing as ' defined in Section 4941(d) of the Code; (c) shall not retain any excess business holdings as defined in Section 4943(c) of the Code; (d) shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code; and (e) shall not make any taxable expenditures as defined in Section 4945(d) of the Code. ARTICLE XIV Subject to any restrictions contained in applicable state law, if each of the Cities considers and approves a concurrent resolution, ordinance or order directing the Board to proceed with the dissolution of the Corporation, the Board shall promptly proceed with the dissolution of the Corporation. The failure of the Board to promptly proceed with the dissolution of the Corporation in accordance with this Section shall be deemed a cause for the removal from office of any or all of the Directors as permitted by Article VI of these Articles of Incorporation. Upon the dissolution of the Corporation, the assets of the Corporation shall be distributed equally among the cities then participating in the activities of the Corporation. ARTICLE XV These Articles may not be changed or amended unless approved in writing by each of the Cities. IN WIT SS THEREOF, we have hereunto set our hands this � day of George S. Robinson President of the Arts of Collin County Commission, Inc. riL�INM Nick Secr of the Arts of Collin County Commission, Inc. 1