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HomeMy WebLinkAboutResolution - 4094 - Approves Articles Of Incorporation - DFAS Finance & Development Corporation - 02_25_1993Resolution No. February 25, 1993 Item #39 `I f RESOLUTION �I WHEREAS, Article 5190.6, Section 4A, V.A.T.S., requires the creation i of a nonprofit corporation to administer the proceeds of sales tax designated for economic development; and WHEREAS, the aforementioned statute requires the City Council of the City of Lubbock to approve the Articles of Incorporation of such nonprofit corporation; and WHEREAS, the aforementioned statute further requires that the City of Lubbock authorize the corporation to act on its behalf to further the public purposes stated in the Articles of Incorporation; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1. THAT the Articles of Incorporation of "Lubbock DFAS Finance and Development Corporation" attached hereto as Exhibit A are in all things approved by the City Council of the City of Lubbock and shall be the Articles of Incorporation submitted in triplicate originals to the Secretary of State of Texas for issuance of the appropriate certificate. SECTION 2. THAT the corporation above named, upon receipt of its Certificate of Incorporation, is specifically authorized to act on behalf of the City of Lubbock to further the public purposes as expressed in the attached Articles of Incorporation reference to which are hereby made as if fully set forth herein. SECTION 3. THAT this Resolut Passed by the City Council this 2 ATTEST: Sally Sti T__46 ems, wing City Secretary NT: s, uirecior of business Re atio (i APPROVED AS TO FORM: ohn C. Ross, Jr., City Attorney JCR:da/AGENDA-D3/ARTOFINC.res February 1, 1993 ssed in triplicate originals. LOFe ary , 3. VID R. L �TON,M R ARTICLES OF INCORPORATION M LUBBOCK DFAS FINANCE AND DEVELOPMENT CORPORATION WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is a qualified elector of the City of Lubbock, Texas (the "City"), acting as incorporators of a public instrumentality and nonprofit industrial development corporation (the "Corporation") under the Development Corpora- tion Act of 1979, as amended, Article 5190.6, TEX.REV.CIV.STAT. ANN., as amended (the "Act"), with the approval of the City Council of the City, do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE ONE The name of the Corporation is "Lubbock DFAS Finance and Development Corporation." ARTICLE TWO The Corporation is a nonprofit industrial development corporation under the Act and is governed by Section 4A of the Act. ARTICLE THREE Subject to the provisions of subsection 4A(k) of the Act, the period of duration of the Corporation is perpetual. ARTICLE FOUR (a) The Corporation, to the fullest extent authorized by law, may undertake a project to develop for the United States Department of Defense, a Finance and Accounting Service Center, including by way of example and not by limitation, the following activities: (1) Arranging for land necessary for the building of said Finance and Accounting Service Center. (2) Arranging for the necessary engineering and architec- tural services required for the completion of said Finance and Accounting Service Center. (3) Arranging for the construction of the Finance and Accounting Service Center together with all improve- ments deemed necessary or appropriate for the accommodation of such Service Center. (4) Arranging for the establishment of the necessary reserve funds to provide for the improvement, expan- sion, reconstruction and maintenance of the Finance and Accounting Service Center as may be necessary or appropriate for its operation. (5) Arranging for any and all other activities, take any necessary and appropriate action and execute any all necessary and appropriate legal instruments to accom- plish the purposes associated with the creation in Lubbock, Texas by the Department of Defense of a Finance and Accounting Service Center. . (b) In addition to the above, the Corporation shall have the following authority and general purposes: (1) The Corporation is organized exclusively for the pur- poses of benefitting and accomplishing public purposes of the City of Lubbock, Texas, by promoting, assisting and enhancing economic development, elimi- nating unemployment and under employment, to encourage employment and hence, contribute to the betterment and public welfare of, for and on behalf of the City. (2) In carrying out its corporate purposes, the Corpora- tion shall have the power to provide financing to pay the costs of projects, as defined in the Act, includ- ing the power to issue bonds, notes and other forms of debt instruments, and to acquire, maintain and lease or 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 purposes as its duly constituted and public instrumentality pursuant to the Act and under, and within the meaning of, the applicable regulations of the United States Treasury Department and the rulings of the 'Internal Revenue Service of the United States proscribed and promulgated under and pursuant to the Internal Revenue Code of 1986, as amended. For the purposes LUBBOCK WAS FINANCE AND DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION --- PAGE 2 of Section 103 of the Internal Revenue Code of 1986, as amended, the Corporation shall be an instrumental- ity of the City. (3) In furtherance of its corporate purposes, and in addition to all the powers heretofore set forth, the Corporation shall have all of the powers granted to corporations that are incorporated under the Act and that are governed by Section 4A thereof, and, to the extent not in conflict with the Act, the Corporation shall additionally have and may exercise all of the rights, powers, privileges, authorities and functions given by the general laws of Texas to nonprofit cor- porations under the Texas Non -Profit Corporation Act, as amended, Article 1396-101 et sea., TEX.REV.CIV. STAT.ANN., as amended. (4) 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 is not a political subdivision, does not have and shall not exercise any of the powers of sovereignty of the City, including the power to tax (except for the power to receive and use the sales tax and use taxes specified in Section 4A of the Act), the power of eminent domain, and the police power. However, for the 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. (5) In accordance with the provisions of Section 4A(j) of the Act, the Corporation, a director of the Corpora- tion, the City, a member of the governing body of the City, an employee of the Corporation or City are not liable for damages arising from the performance of a governmental function of the Corporation or City. (6) No agreements, bonds, notes or other debt instruments or other obligations, contracts, or agreements of the Corporation are or shall ever be deemed to be or con- stitute the agreements, bonds, notes or other debt instruments or other obligations or the lending of credit, or a grant of public money or things of value, of, belonging to, or by the City or any other political 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 agreements, LUBBOCK DFAS FINANCE AND DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION --- PAGE 3 tion. 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 4A of the Act and from such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. ARTICLE FIVE The Corporation has no members and is a non -stock corpora - ARTICLE SIR The Articles of Incorporation may be amended in either one of the methods prescribed in this Article: (a) Pursuant to the powers of the City contained in Section 17(b) of the Act, the City Council of the City, by resolution, may amend these Articles of In- corporation by filing amendments hereto with the Secretary of State as provided by the Act. (b) The Board of Directors of the Corporation may file a written application with the City Council of the City requesting approval of proposed amendments to these Articles of Incorporation, specifying in such appli- cation the proposed amendments. If the City Council, by appropriate resolution, finds and determines that it is advisable that the proposed amendments be made, the City Council may authorize the same to be made, and approve the form of the proposed amendments, the Board of Directors of the Corporation may proceed to amend these Articles of Incorporation in the manner provided by the Act. (c) The Board of Directors of the Corporation shall not have any power to amend these Articles of Incorpora- tion except in accordance with the procedures established in this Article. LUBBOCK WAS FINANCE AND DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION --- PAGE 4 ARTICLE SEVEN The street address of the initial registered office of the Corporation is 1625 13th Street, Lubbock, Texas and the name of its registered agent at such address is Bob Cass. ARTICLE EIGHT The affairs of the Corporation shall be managed by a Board of Directors which shall be composed of five persons appointed by the governing body of the City. Except for the initial directors and their term of office as set forth herein, the terms of office of the directors shall be fixed by the bylaws of the Corporation. The names and street address of the per- sons who are to serve as the initial directors and the dates of expiration of their initial terms as directors are as follows: NAMES ADDRESSES TERM EXPIRES 1. Ethel McLeod, CEO 1515 Ave. J 79401 March 3, 1994 Lubbock Radio P.O. Box 10127 Paging/Stenocall Lubbock, TX 79408 2. David Seim, Pres. 4811 50th St. 79414 March 3, 1995 Lubbock Nat'l Bank P.O. Box 6100 Lubbock, TX 79493-6100 3. Maggie Trejo, 1625 13th St. 79401 March 3, 1996 Mayor Pro Tem P.O. Box 2000 Lubbock, TX 79457 4. Max Ince, 7005 Salem Park Dr. March 3, 1995 Councilman 79424 P.O. Box 64850 Lubbock, TX 79464 5. Ty Cooke, 1801 Broadway 79401 March 31 1996 Councilman P.O. Box 5832 Lubbock, TX 79417 Each director shall hold office for the term for. which the director is appointed and until a successor shall have been appointed and qualified unless sooner removed by the will of the governing body of the City. Each director, including the initial directors, shall be eligible for reappointment. Direc- LUBBOCK DFAS FINANCE AND DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION --- PAGE 5 tors serve at the pleasure of the governing body of the City and may be removed at will by said governing body. The directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses incurred in the performance of their duties as directors. Any vacancy oc- curring on the Board of Directors through death, resignation or otherwise shall be filled by appointment by the governing body of the City for the unexpired term of such director. The governing body of the City shall appoint directors who meet the following qualifications: (a) The candidate for appointment has served or is serving as the Chief Executive officer of a company; or (b) The candidate for appointment has served or is serving in a position of executive management of a company; or (c) The candidate for appointment is serving or has served the community in a professional capacity; or (d) The candidate for appointment shall have experience equivalent to any of the above qualifications. In considering each candidate for appointment as a director the governing body shall consider and give thought to each candidate's experiences, background, accomplishments and educational background. ARTICLE NINE The names and street addresses of each incorporator are: NAMES Bob Cass J. Robert Massengale John C. Ross, Jr. ADDRESSES 1625 13th Street Lubbock, TX 79401 1625 13th Street Lubbock, TX 79401 1625 13th Street Lubbock, TX 79401 LUBBOCK DFAS FINANCE AND DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION --- PAGE 6 ARTICLE TEN (a) The initial bylaws of the Corporation shall be in the form and substance approved by the City Council of the City in its resolution approving these Articles of Incorporation. Such bylaws shall be adopted by the Corporation Board of Directors and shall, together with these Articles of Incorporation, govern the internal affairs of the Corporation until and unless amended in accordance with these Articles. (b) Neither the initial bylaws nor any subsequent effective bylaws of the Corporation may be amended without the consent and approval of the City Council of the City. The Board of Directors of the Corporation shall make application to the City Council for the approval of any proposed amendments, but the same shall not become effective until or unless the same shall be approved by resolution adopted by the City Council of the City. ARTICLE ELEVEN (a) The governing body of the City will approve all programs and expenditures of the Corporation and shall annually review any financial statements of the Corporation and the City shall, at all times, have access to the books and records of the Corporation. (b) The City Council of the City may, in its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation, when such action is not inconsistent with the terms of the Act, and it may terminate or dissolve the Corporation in accordance with the provisions of Section 4A(k) of the Act. ARTICLE TWELVE (a) No dividends shall ever be paid by the Corporation and no part of its net earnings remaining, after allocation of funds to projects, programs and activities approved by the governing body of the City and payment of its expenses and obligations, shall be distributed to or inure to the benefit of the directors or officers, or any individual, private firm or private corporation or association. LUBBOCK DFAS FINANCE AND DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION --- PAGE 7 (b) If the Corporation should ever be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property 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 all debts, claims and obligations. (c) No part of the Corporation's activities shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in, (including the publishing or distribution of statements or positions), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE THIRTEEN The City has specifically authorized the corporation by Resolution to act on its behalf to further the public purposes stated in said Resolution and in these Articles of Incorpora- tion, and the City has by said Resolution approved these Articles of Incorporation. A copy of said Resolution shall be filed among the permanent public records of the City and the Corporation. INCORPORATORS LUBBOCK DFAS FINANCE AND DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION --- PAGE 8 THE STATE OF TEXAS § COUNTY OF LUBBOCK § BEFORE ME, a Notary Public, "his d� person lly appe and t, known (jto me to be the persons whose names are subscribed/to the foregoing document and,`being by me first duly sworn, severally declared that the statements therein contained are true and correct. G�VEN UNDER MY HAND AND SEAL OF OFFICE this day of 1993. Notary Public in and'for the State of Texas E7/ OLE Notary's Name printed or typed ' My Commission Expires: 6 b7h:5 JCR:js/ARTOFINC.DOC Disk-LubbockDFAS/rev. I/08/93 LUBBOCK DFAS FINANCE AND DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION --- PAGE 9