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HomeMy WebLinkAboutResolution - 4709 - Articles Of Incorporation - Lubbock Economic Develpment Corporation - 01_12_1995Resolution No. 4709 January 12, 1995 Item #41 WHEREAS, Art. 5190.6, Section 4B, V.A.T.S. requires the creation of a nonprofit corporation to administer the proceeds of sales tax designated for economic development; and WHEREAS, the aforementioned statute requires 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 the "Lubbock Economic Development Corporation" attached hereto as Exhibit A are in all things approved by the City Council and shall be the Articles of Incorporation submitted in triplicate originals to the Secretary of the State of Texas for issuance of the appropriate certificate. SECTION 2. THAT the City Council shall review and affirm these Articles and appoint the board of directors, whose names, addresses and term of office shall be set forth in these Articles upon the affirmative vote of the voters of the City of Lubbock authorizing the implementation of an one-half cent sales tax at an election to be held on January 21, 1995. SECTION 3. 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 4. THAT this Resolution is passed in triplicate originals. 077 Passed by the City Council this ATTEST: betty M. Johnson, C ty Secretary APPROVED -AS TO CONTENT: r Rod Ellis, Director of Business Development APPROVED AS TO FORM: ohn C. Ross, Jr., City Attorney JCR:da ccdocs/ARTS-ED.res January 3, 1995 2 ARTICLES OF INCORPORATION LM LUBBOCK ECONOMIC 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 Corporation 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 Economic Development Corporation." ARTICLE TWO The Corporation is a nonprofit industrial development corporation under the Act and is governed by Section 413 of the Act. The period of duration of the Corporation is perpetual. (a) The Board may undertake a "Project" as that term is defined in Section 2(10) or Section 4B(2)of Article 5190.6, V.A.T.S. for the creation of a municipality owned multipurpose facility to be used for sports, athletic, entertainment, tourist and convention purposes and activities, such project to include the acquisition of land necessary for the construction of such facility and the operation and maintenance of such facility upon its completion. The Board may incur costs for such project as authorized by Section 2(4) of Art. 5190.6 V.A.T.S. as may be necessary. Such multipurpose facility shall be known as the "Buddy Holly Special Events Center". (b) Except as set forth in subparagraph (a) of this article, the Board shall only undertake other "projects", as that term is defined in this article, upon compliance with the terms and provisions of Section 4B, subsection (2)(B) (a-1) and (a-2) of Art. 5190.6 V.A.T.S. providing notice to the public of such proposed project and an opportunity to petition the governing body of the City of Lubbock for an election to be held to approve or disapprove such project and associated maintenance and operation costs. (c)(1) On any project other than the project described in subsection (a) of this article, the Board shall give notice describing such project to the City Council of the City of Lubbock thirty (30) days in advance of any notice published announcing said project. The City Council may by resolution of said Council veto said project by delivering a copy of said resolution to the Board prior to the expiration of said thirty (30) day period of time herein set forth. (c)(2) Prior to undertaking a project pursuant to subparagraph (a) of this Article, the Board shall secure the approval of the City Council on the following: l . The location of said project. 2. Employment of professional services for the project. 3. Approval of the plans and specifications of the proposed project. 4. Approval of the cost of such project. (d) Before expending funds to undertake a project, the Board shall hold at least one public hearing on the proposed project. (e) The Corporation, in undertaking any project authorized by this act, shall have the authority to take any and ail necessary actions necessary and appropriate for the completion of any such project including the power to execute any and all necessary and appropriate legal instruments to accomplish the completion of such project. (f) In addition to the above, the Corporation shall have the following authority and general purposes: (1) The Corporation is organized for the purposes of benefiting and accomplishing public purposes of the City of Lubbock, Texas, by promoting, assisting and enhancing economic development, eliminating 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 Corporation shall have the power to provide financing to pay the costs of projects, as defined in the Act, including 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 of Section 103 of the Internal Revenue Code of 1986, as amended, the Corporation shall be an instrumentality 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 LUBBOCK ECONOMIC DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION--- PAGE 2 Section 4B 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 corporations under the Texas Non -Profit Corporation Act, as amended, Article 1396-101 etc ., 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 4B 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 4B(m) of the Act, the Corporation, a director of the Corporation, 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 constitute 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, 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. (7) Subject to all of the foregoing provisions of this Article, the Board may solicit, encourage, undertake, implement and conclude "projects" as that term is defined in Sec. 2(10) or Sec. 4B(2) of Art. 5190.6 V.A.T.S. and may incur "costs" as that term is defined in Sec. 2(4) of Art. 5190.6 V.A.T.S. necessary to discharge the above named general duties of the Board. ARTICLE FIVE The Corporation has no members and is a non -stock corporation. LUBBOCK ECONOMIC DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION --- PAGE 3 ARTICLE SIX 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 Incorporation 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 Incorporation except in accordance with the procedures established in this Article. 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 seven 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 persons who are to serve as the initial directors and the dates of expiration of their initial terms as directors are as follows: :W1_L� 1. LUBBOCK ECONOMIC DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION -- PAGE 4 2. 3. 4. 5. A OA 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. Directors 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 occurring 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 LUBBOCK ECONONBC DEVELOPMEN.r CORPORATION ARTICLES OF INCORPORATION --- PAGE 5 (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: �F ADDRESSES Bob Cass 1625 13th Street Lubbock, TX 79401 J. Robert Massengale 1625 13th Street Lubbock, TX 79401 John C. Ross, Jr. 1625 13th Street Lubbock, TX 79401 ARTICLE TEN (a) The initial bylaws of the Corporation shall be in the form and substance approved by the City Council of the City of Lubbock. 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. (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. LUBBOCK ECONOMIC DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION--- PAGE 6 (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. ICLE TWEL (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. (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 Incorporation, 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 ECONOMIC DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION -_- PAGE 7 THE STATE OF TEXAS § COUNTY OF LUBBOCK BEFORE ME, a Notary Public, on this day personally appeared , and , known to 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 1995. JCR:da cilya(tlE1)-A0Ldoc rev. January 12, 1995 Notary Public in and for the State of Texas Notary's Name printed or typed My Commission Expires: LUBBOCK ECONOMIC DEVELOPMENT CORPORATION ARTICLES OF INCORPORATION --- PAGE 8