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HomeMy WebLinkAboutResolution - 2209 - Authorize Higher Education Authority Bonds - 12_13_1985Resolution #2209 December 13, 1985 Agenda Item #11 JCR:cl RESOLUTION A RESOLUTION REQUESTING TEXAS HIGHER EDUCATION AUTHORITY, INC., TO ACT ON BEHALF OF THIS CITY, AND AS ITS DULY CONSTITUTED AUTHORITY AND INSTRU- MENTALITY IN PROVIDING FINANCING THROUGH ITS EDUCATIONAL FACILITIES REVENUE BOND PROGRAM OF EDUCATIONAL FACILITIES FOR LUBBOCK CHRISTIAN COLLEGE, AN INSTITUTION OF HIGHER EDUCATION LOCATED WITHIN THE BOUNDARIES OF THIS CITY AND REQUESTING AND APPROVING THE ISSUANCE BY THE TEXAS HIGHER EDUCATION AUTHORITY, INC., OF ITS REVENUE BONDS FOR SUCH PURPOSE. WHEREAS, the City of University Park, Texas, has ordered created the Texas Higher Education Authority, Inc., (the "Authority"), under and pursuant to Section 53.35(b), Texas Education Code, as amended, (the "Act"), to act on its behalf and as its duly constituted authority and instrumentality and on behalf, and as the duly constituted authority and instrumentality, of such other cities as shall request it to do so in accordance with the Act, all for the purpose of aiding in the promotion and development of higher education at the college and university level by the State's institutions of higher education located within the participating cities on whose behalf the Authority is created or requested to act; and WHEREAS, the Authority has established or will establish a program (the "Program") for such purpose on behalf of each participating City, including this City, if approved by this City; and WHEREAS, the Authority has funded or will fund the Program through the issuance of its Educational Facilities Revenue Bonds (the "Bonds"); and WHEREAS, Lubbock Christian College (the "Local Institution"), an institution of higher education under the Act, is located within this City and has requested that certain of its educational facilities be financed through the Program; and WHEREAS, the Local Institution and this City have jointly determined that participation in the Program provides a better and less expensive method of financing than other available alternatives; and WHEREAS, this resolution is adopted under the authority of Section 53.35 of the Act, and shall constitute a request for the Authority to act on behalf of this City as its duly constituted authority and instrumen- tality for the purpose of permitting institutions of higher education located within this City to participate in the Program as authorized by the Act; r NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THIS CITY, AS FOLLOWS: (1) That this City hereby requests the Authority to act on its behalf and as its duly constituted authority and instrumentality in making funds available under the Program to finance educational facilities authorized by the Act for the Local Institution, and this City hereby requests and approves the issuance of the Bonds by the Authority and approves the inclusion therein of the amounts requested by the Local Institution, and this City authorizes the use of such funds for the purpose of the Local Institution and other institutions of higher education within this State located within cities on whose behalf the Authority is acting in accordance with the terms and requirements of the Program as developed, defined and from time to time implemented by the Authority. (2) That this City approves the Articles of Incorporation (the "Articles") of the Authority, attached hereto as Exhibit A, and the appointment of the initial members of its board of Directors (the "Board") as specified in Article IX therein to serve for their respective initial terms. (3) That in the event that any change is made to the Articles or any change in the membership of the Board occurs subsequent to the adoption of this resolution that is not approved by the governing body of this City within 30 days of such change, this resolution shall terminate and the Authority shall have no further authority to act on behalf of this City. (4) That in the event that the governing body of this City directs that a notice of removal or appointment with respect to members of the Board or a notice of a required change to the Articles be sent to the Authority directing that any member be removed from or appointed to the Board or directing that the Articles be amended and such action as speci- fied in such notice is not taken within 30 days of the receipt of such notice, this resolution shall terminate and the Authority shall have no further authority to act on behalf of the City. (5) That this City is not, by the adoption of this resolution, authorizing the issuance of any obligations of this City and this City is not pledging any of its properties, revenues or taxes to secure any obligations of the Authority, and no obligations issued by the Authority shall ever create an obligation of this City nor create any indebtedness or liability or be a special, general or moral obligation of this City and all obligations issued by the Authority shall contain a statement to such effect. -2- (6) That this resolution is conditioned upon this City receiving an indemnity agreement from any investment banking firm selling obligations issued by the Authority to finance the Program in which such investment banking firm agrees to indemnify and hold harmless this City for the payment of the principal of and interest on such obligations. (7) That this City, by the adoption of this resolution, assumes no responsibility for any costs or expenses incurred in connection with the issuance of any obligations by the Authority to finance and/or operate the Program. (8) That this City requires that any investment banking firm pur- chasing obligations the proceeds of which are to finance the Program from the Authority shall assume responsibility for the marketing, sale and distribution of such obligations under the Texas Securities Act, as amended, similar laws of other states where the obligations are sold or offered for sale, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended, and this City assumes no responsibility for any matter in con- nection therewith. (9) That this resolution is conditioned upon the Authority accepting the terms hereof and issuing the Bonds and operating the Program in accordance herewith. This Resolution shall take effect immediately from and after its adoption. PASSED AND APPROVED this 13th day of ATTEST: anetve Boyd, Ulty 5ecreta APPROVED AS TO FORM: C. Ross, Jr., City Attorney December _ 19R5_ -3- ARTICLES OF INCORPORATION OF TEXAS HIGHER EDUCATION AUTHORITY, INC. Pursuant to Section 53.35(b), Texas Education Code, as amended (the "Act"), we, the undersigned natural persons, acting on behalf of and as directed and ordered by the City of University Park, Texas (the "City"), and acting on behalf of other municipalities from time to time, as incorporators of a nonprofit corporation under the Act., do hereby adopt the following Articles of Incorporation therefor: ARTICLE I The name of the corporation is TEXAS HIGHER EDUCATION AUTHORITY, INC. ARTICLE II The Corporation is a nonprofit corporation created under the Act by order of the governing body of the City pursuant to the Act. ARTICLE III The duration of the Corporation is perpetual, subject to dissolution as herein provided. ARTICLE IV The Corporation is organized solely and exclusively for the purpose of aiding nonprofit institutions of higher education located within the City and within other municipalities within the State of Texas in providing educational facilities and housing facilities and facilities which are incidental, subordinate or related thereto or appropriate in connection therewith in accordance with and subject to the provisions of the Act. All of such activity shall be done on behalf of the City as to institutions located within its corporate limits, and on behalf of other municipalities within the State or to institutions located within their respective corporate limits, all as their duly constituted authority and instrumentality, respectively. The Corporation shall have and may exercise all powers granted under the Act, except,as such powers are limited by these Articles of Incorporation or by the bylaws of the Corporation. ARTICLE V The Corporation shall have no members and is a nonstock corporation. ARTICLE VI The street address of the initial registered office of the Corporation is 3800 University Blvd., Dallas, Texas 75205, and the name of the initial registered agent at such address is Leland D. Nelson. 0080H ARTICLE VII All powers of the Corporation shall be vested in a board of directors consisting of not less than seven nor more than eleven directors, as may be fixed by the bylaws of the Corporation, each of whom shall be appointed by the governing body of the City. Each director shall serve for a term of two years or until his or her successor is appointed by the governing body of the City. No officer or employee of the City is eligible for appointment as a director. Directors are not entitled to compensation for services but are entitled to reimbursement for expenses incurred in performing such services. Any director may be removed from office at any time, with or without cause, by written ordinance of the governing body of the City. All vacancies, from whatever cause, . shall be filled by the governing body of the City. ARTICLE VIII All matters pertaining to the internal affairs of the Corporation shall be governed by the bylaws of the Corporation, so long as such bylaws are not inconsistent with these Articles of Incorporation or with the Act. ARTICLE IX The number of directors constituting the initial board of directors is seven. The names and addresses of the initial directors are: NAME: Thomas Max Nygaard James B. Gardner Frank C. Carter Alex Bul Martin C. Cude, Jr. Trevor W. Rees -Jones Ronald J. Case AnnR.FS,S: 7022 Hunters Glen, Dallas, Texas 75205 3408 Caruth, Dallas, Texas 75225 3936 Marquette, Dallas, Texas 75225 3016 Bryn Mawr, Dallas, Texas 75225 4415 Normandy, Dallas, Texas 75205 3615 Centenary 3836 Caruth, Dallas, Texas 75225 ARTICLE X The names and street addresses of the incorporators are: NAME: Thomas Max Nygaard James B. Gardner Frank C. Carter 0080H ADDRESS: 7022 Hunters Glen, Dallas, Texas 75205 3408 Caruth, Dallas, Texas 75225 3936 Marquette, Dallas, Texas 75225 -2- ARTICLE XI On November 4, 1985, the governing body of the City duly adopted an ordinance ordering the creation of the Corporation, approving the form of these Articles of Incorporation, and authorizing the Corporation to act on its behalf and as its duly constituted authority and instrumentality to further the public purposes provided in the Act, in the ordinance and in these Articles of Incorporation. ARTICLE XH These Articles of Incorporation may at any time and from time to time be amended by either of the following methods: (1) the members of the board of directors of the Corporation may file with the governing body of the City a written application seeking permission to amend these Articles of Incorporation, specifying in such application the amendment proposed to be made, and if the governing body finds and determines that it is advisable that the proposed amendment be made and approves the form and substance of the amendment and authorizes the same to be made, then the board of directors of the Corporation may amend these Articles of Incorporation by adopting such amendment and delivering articles of amendment to the Secretary of State; or (2) the governing body of the City may, in its sole discretion, and at any time, adopt an amendment to these Articles of Incorporation and direct the board of directors to amend the same whereupon the board of directors shall amend the same by filing articles of amendment with the Secretary of State. ARTICLE XIII The Corporation shall be a nonprofit corporation, and no part of its net earnings remaining after payment of its expenses, bonds or other obligations shall ever inure to the benefit of any individual, firm or corporation, except that in the event sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the Corporation, then any net earnings of the Corporation thereafter accruing and arising from activities within the corporate limits of the City shall be paid to the City. Any net earnings of the Corporation thereafter accruing and arising from activities within other municipalities shall be paid to the appropriate municipalities, respectively. No part of the Corporation's activities shall be carrying on 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. ARTICLE XIV (a) In addition to the power to amend these Articles of Incorporation, as provided elsewhere herein, the governing body of the City may, in its sole discretion, and at any time, alter or change the structure, organization, programs, or activities of the Corporation or terminate and dissolve the Corporation, subject only to any limitations provided by the respective constitutions and laws of the State of Texas or of the United States prohibiting the impairment of contracts entered into by the Corporation. 0080H -3- (b) If the board of directors shall determine that the purposes for which the corporation was formed have been substantially accomplished and that all expenses, bonds and other obligations theretofore issued or incurred by the Corporation have been fully paid or payment provided for, the members of the board of directors shall, upon receipt of the approval of the governing body of the City, thereupon dissolve the Corporation in the manner provided by law subject to the same limitations provided in paragraph (a) of this Article XIV pertaining to dissolution directed by the City. (c) If the Corporation ever should be dissolved, whether instituted by the governing body of the City or by the board of directors, all interests in any funds or property of any kind, real, personal or mixed, shall be transferred and delivered to the City, after satisfaction has been made of all debts and claims against the Corporation. (d) The initial bylaws of the Corporation and all amendments thereto, substitutes therefor, and repeals thereof shall be subject to the approval of the governing body of the City. ARTICLE XV No obligations issued by the Corporation shall constitute an obligation of the City or other municipality or shall create any indebtedness or liability, or be a special, general or moral obligation of the City or other municipality, and all obligations issued by the Authority shall contain a statement to such effect. IN WITNESS WHEREOF, we have hereunto set our hands this , 1985. OO80H me Incorporator Incorporator Incorporator - .-���r4:4.,f�n.tr •n..ii Int.'C !\i ..l:J F THE STATE OF TEXAS § COUNTY OF LUBBOCK § CITY OF LUBBOCK § I, RANETTE BOYD. City Secretary for the City of Lubbock. Texas, hereby certify that the attached document is a true and correct copy of Resolution #2209 being duly recorded in Minute Book No. 44A, of the Minutes of the City. Council dated December 13, 1985, and as appears in the original Resolution #2209 on file in the Office of the City Secretary. I, CERTIFY WHICH, witness my hand and seal of the City of Lubbock, Texas, this 13th day of December, 1985. (Seal) RANETTE BOYD City Secretary