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HomeMy WebLinkAboutResolution - 2007-R0150 - Agreement - Establish Endowment For Lubbock Area Foundation Inc. - 04_12_2007Resolution No. 2007-RO150 April 12, 2007 Item No. 5.9 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock an Agreement to Establish an Endowment for benefit of City of Lubbock Animal Services and any associated documents by and between the City of Lubbock and the Lubbock Area Foundation, Inc., of Lubbock, Texas, a copy of which Agreement and any associated documents are attached hereto and which shall be spread upon the minutes of this Council and as spread upon the minutes of this Council shall constitute and be a part hereof as if fully copied herein in detail. Passed by the City Council this 12th day of April , 2007. DAVID A. M LER, MAYOR ATTEST: Rebicca Garza, City Secretary APPROVED AS TO CONTENT: 1 Tommy C den, Health Director APPROVED AST ORM: r/- '� aid G. Vandiver, Attorney of unsel DDresilLubbAreaFound-AnimalservimRes March 28, 2007 Resolution No. 2007—RO150 or / r O U N D A 'I 1 0 N Agreement to Establish an Endowment for the City of Lubbock, Lubbock Animal Services Background: In December 2001, the Lubbock Area Foundation, Inc. received a grant from the Cl I Foundation of Lubbock, Texas for the purpose of encouraging a tradition of endowment building for the benefit of nonprofit organizations in the South Plains area. This grant established the Commurjity Endowment Challenge x•hich will provide matching grants to fund permanent endowments within the Lubbock Area Foundation. This agreement governs the relationship between the Lubbock Area Foundation and the City of Lubbock, Lubbock Animal Services as a result of Lubbock Animal Services being selected as a participant in the Community Endowment Challenge. Lubbock Area Foundation, Inc., a Texas non-profit corporation ("Foundation") and the City of Lubbock, Lubbock Animal Services, a governmental entity ("Lubbock Animal Services") agree to establish the Lubbock Animal Services Corninunity Endowment Challenge Fund ("Fund") as follows: FUND A. Initial Fund. The Foundation shall create the Fund with the property contributed by Lubbock Animal Services or any other source, and which is designated to meet the requirements of the Community Endowment Challenge. A contribution of $67,000 towards the goal of $100,000 was received by the Foundation on January 18, 2007. The entire M00,000 must be received by the Foundation by March 1, 2008 or Lubbock Animal Services will not receive the $50,000 challenge grant and all assets of the Fund will remain with the Foundation in a pennanent endowment for the benefit of Lubbock Animal Services. The Initial Fund is a permanent endowment and distributions will be made only to the extent pennitted by the Foundation's Investment Polices and Guidelines, as amended. B. Additions to the Fund. Additions to the Fund include: (i) additional property contributed by Lubbock Animal Services or any other source to the Foundation and designated for the Fund, and which the Foundation accepts; (ii) earnings and appreciation from Fund property, (iii) if the requirements of the CEC are met, the $50,000 matching grant. C. Fund is Foundation Property. The Fund is the Foundation's property and the Foundation has complete control over the Fund, and any income generated by the Fund. 1 655 Main j' treet, #ZO2 • Lubko&, TX '9401 • (806) 76Z-806 1 • ra\ (806) 762-855 1 www.lubbocLareafound,ition.org 2. PERMITTED FUND USES AND DISTRIBUTIONS A. Permitted Uses. The Foundation shall use the Fund for the public purposes of Lubbock Animal Services. B. Distributions Within Foundation Spending Policy Limits. The Foundation shall snake distributions from the Fund which are consistent with the Foundation's spending policy as set out in its Investment Policies and Guidelines, as amended, which arc available upon written request. if there arc no distributions made from the Fund in any given year, any amounts not so distributed shall become a part of the Fund_ Distributions will only be made to the City of Lubbock for the purposes of Animal Services programs. C. ADMINISTRATION COSTS Costs of administering the Fund are paid out of the Fund according to the Foundation's Investment Policies and Guidelines, as amended. 3. CITY OF LUBBOCK, LUBBOCK ANIMAL SERVICES CEASES TO EXIST A. Variance Power. This Agreement is subject to the Foundation's Articles of Incorporation, under which the Foundation has authority to vary the terns of any gift ("Variance Power"). B. Lubbock Animal Services Ceases To Exist. If Lubbock Animal Services ceases to exist or fails to qualify as a governmental entity ("Qualified Charitable Organization"), the Foundation may use its Variance Power to distribute all or any part of the Fund to another Qualified Charitable Organization. C. Variance Power Considerations. When exercising its Variance Power, the Foundation shall consider (1) Lubbock Animal Services' purposes and functions, Q) the stated purposes of other contributions to the Fund, (3) the individuals, groups and causes which Lubbock Animal Services sought to benefit, and (4) Lubbock Animal Services' reconunendations. 4. FOUNDATION CEASES TO EXIST A. City of Lubbock, Lubbock Animal Services is a Qualified Charitable Organization. If the Foundation ceases to exist or is not a Qualified Charitable Organization and Lubbock Animal Services or its successor is a Qualified Charitable Organization, the Foundation shall distribute the Fund to Lubbock Animal Services or its successor, subject to any endowment or other restrictions. B. City of Lubbock, Lubbock Animal Services is Not a Qualified Charitable Organization. If the Foundation ceases to exist or is not a Qualified Charitable Organization, and Lubbock Animal Services or its successor is not a Qualified Charitable Organization, the Foundation shall distribute the Fund to another Qualified Charitable Organization. 5. FOUNDATION QUALIFICATION AS CHARITABLE ORGANIZATION The Fund is a component part of the Foundation. Nothing in this Agreement is intended to affect the Foundation's status as a Qualified Charitable Organization; therefore it shall be interpreted in a manner consistent with this intention and so as to conform to the applicable requirements of the Code and the Regulations thereunder. 6. MISCELLANEOUS A. Binding Effect. This Agreement is binding upon the undersigned, their heirs, personal representatives, successors, and assigns. B. Governing Law and Performance. This Agreement is governed by the laws of the State of Texas and shall be deemed to be executed in and perfornable in Lubbock, Lubbock County, Texas. C. Entire Agreement. This Agreement represents the entire agreement between the Foundation and Donor and may only be amended by a written instrument signed by both parties. D. Partial Invalidity. If any part of this Agreement is declared invalid or unenforceable, the rest of the Agreement is not affected. DATED thi th day of April 2007. resident Da id Miller, Mayor City of Lubbock Lubbock Ar Foundation, Inc. Rebecca Garza, City Secretary Tommy Camd n, Health Director D andiver, Att ey of ounscl NON-PROFIT Resolution No. 2007—RO150 "' l,�P��iX�P OfU-PXitS SECRE TAR Y OF STA TE CERTIFICAn OF RESTATEM ARTICLES OF INCORPORATION OF LUBBOCK AREA FOUNDATION, INC. 'I`hc ttndersigtacd, as Secrelary of State of the State cif 'texas, herchy certifies that duplicate oripwils of lieslated Arlidv,,; of lncorporatiot� of flu• above corporation duly signed attd verified pursuant to the provisions of the Texas Nor►-I►rofit Corporation Act, have. 1►ccn rcceivcd in this office and arc foetid to conform to law. ACCORDINGLY the undersicued, as such Svert-kiry of Slate, and by virtu, of the aulhorily voted in him by lair, hereby t�sue., this Cet•tificate of Restated Articles of Incorporation and atlachi•s hereto a duplicate original of the Restated Articles of Itt- corluualiou. October 14 80 . f r� I szn 1 � f RESTATED ARTICLES OF INCORPORATION OF,- LUBBOCK AREA FOUNDATION, INC. ARTICLE I i P­ t Lubbock Area Foundation, Inc. , pursuant to the.,provi-�`,; sions of Article 4.06 of the Texas Non -Profit Corporation Act, hereby adopts Restated Articles of Incorporation which accurately copy the Articles of Incorporation and all amend- ments thereto that are in effect to date and as further amended by such Restated Articles of Incorporation as herein- after set forth and which contain no other change of any provision hereof. ARTICLE II The Articles of Incorporation of the Corporation are amended by the Restated Articles of Incorporation as follows: The entire Articles of Incorporation of the Corporation are deleted and amended in their entirety by the complete substitution thereof by the Restated Articles of Incorporation set forth in Article IV hereof. ARTICLE III Each such amendment made by these Restated Articles of Incorporation has been effected in conformity with the provisions.of the Texas Nan -Profit Corporation Act and such Restated Articles of Incorporation were duly adopted in the following manner: The Restated Articles of Incorporation as so amended were adopted at the meeting of the Board of Directors held on September 29 , 1980, and received the vote of a majority of the Directors in office, there being no members having voting rights. ARTICLE IV The Articles of Incorporation and all amendments and supplements thereto are hereby superceded by the following Restated Articles of Incorporation which accurately copy the entire text thereof and as amended as above set forth: ARTICLES OF INCORPORATION OF LUBBOCK AREA FOUNDATION, INC. We, the undersigned natural persons of the age of eighteen (18) years or more, at least two (2) of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Non -Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such Corporation. INC. ARTICLE ONE - NAME The name of the Corporation is LUBBOCK AREA FOUNDATION, ARTICLE TWO - NON-PROFIT CORPORATION The Corporation is a non-profit corporation. ARTICLE THREE - DURATION The period of its duration is perpetual. ARTICLE FOUR - PURPOSES The purpose for which the Corporation is formed is to receive and accept property to be administered exclusively to and for the use and benefit of organizations described in Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, primarily in and for the benefit of the City of Lubbock, in Lubbock County, Texas, and its environs, includ- ing for such purpose: (a) To administer the charitable purposes property donated to the Corporation; (b) To distribute property for such purposes in accor- dance with the terms of gifts, bequests or devises, to the incorporation not inconsistent with its purposes as set forth in these Articles or in accordance with the determinations made by the Board of Directors pursuant to these Articles; (c) To distribute property to qualified charitable organizations or for charitable purposes. (d) To modify any restriction or condition on the distribution of funds for any specified charitable purpose or to the specified organizations if in the sole judgment of the Board of Directors such restriction or condition becomes, in effect, unnecessary, incapable of fulfillment or inconsis- tent with the charitable needs of the Lubbock area. This Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this Corpora- tion. 2 ARTICLE FIVE - RESTRICTIONS (1) The Corporation may receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, use and apply the whole or any part or the income therefrom and the principal thereof exclusively for charitable purposes either directly or by contribution to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. (2) No part of the net earnings of the Corporation shall inure to the benefit of any Director of the Corpora- tion, Officer of the Corporation, or private individual (except that reasonable compensation may be paid for ser- vices rendered to or for the corporation affecting its purpose), and no Director or Officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign an behalf of any candidate for public office. (3) The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or cor- responding provisions of any subsequent Federal tax laws. (4) The Corporation shall not engage in any act of self -dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws. (5) The Corporation shall not retain any excess busi- ness holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws. (6) The Corporation shall not make any investments in ' such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provi- sions of any subsequent Federal tax laws. (7) The Corporation shall not make any taxable expen- ditures as defined in Section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws. 3 (8) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and Regulations as they now exist or as they may here- after be amended. (9) Upon dissolution of the Corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. ARTICLE SIX - INITIAL REGISTERED OFFICE AND AGENT The street address of the initial registered office of the corporation is Lubbock National Bank Building, Main and Texas Avenue, Lubbock, Texas 79401, and the name of its initial registered agent at such address is James W. Spears. ARTICLE SEVEN - BOARD OF DIRECTORS The number of Directors of the Corporation shall be set by the Board -of Directors; however, the number of Directors of the Corporation shall not be less than three. The number of Directors constituting the initial Board of Directors is three and names and addresses of the persons who are to serve as Directors until the first regular meeting of the Board of Directors or until their successors are elected and qualified are: Name James W. Spears Jay Eagan Marjorie Cone Kastman Address Lubbock National Bank Building Main and Texas Avenue Lubbock, Texas 79401 2333 50th Street Lubbock, Texas 79412 2420 Quaker Avenue Lubbock, Texas 79410 4 Robert P. Fuller Lubbock National Bank Building Main and Texas Avenue Lubbock, Texas 79401 George C. Miller 502 Texas Commerce Bank Building 14th and Avenue K Lubbock, Texas 79401 Clem Boverie 3210 23rd Street Lubbock, Texas 79410 Don Douglass 3208 21st Street Lubbock, Texas 79401 Howard Yandell First National Bank Building 1500 Broadway Lubbock, Texas 79401 George Wilson 3303 40th Street Lubbock, Texas 79413 J. C. Chambers 2333 50th Street Lubbock, Texas 79412 Fred H. Timberlake 1005 15th Street Lubbock, Texas 79401 ARTICLE EIGHT - INCORPORATORS The name and street address of each incorporator is: Name James W. Spears George C. Miller Fred H. Timberlake Address Lubbock National Bank Building Main and Texas Avenue Lubbock, Texas 79401 502 Texas Commerce Bank Building 14th and K Lubbock, Texas 79401 1005 15th Street Lubbock, Texas 79401 5 ARTICLE NINE - ADDITIONAL PROVISIONS The Corporation shall have no members. IN WITNESS WHEREOF, we have hereunto set our hands this `' day of -Ault xt, 1980. THE STATE OF TEXAS COUNTY OF LUBBOCK LUBBOCK AREA FOUNDATION, INC. By ;( JAM S W. SPEA2jPres� // GEORGE �.' MILLER, Secretary c a Notary Public, do hereby certify that on this day of August, 1980, personally appeared before me JAMES W. SPEARS;.Xwho;`'being by me first duly sworn, declared that he is the person who signed the foregoing document as an incorporator, and that the state- ments therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. My Commission Expires: Y�- Notary Public in and for Lubbock County, Texas t 0 THE STATE OF TEXAS COUNTY OF LUBBOCK a Notary Public, do hereby certify that on this Lj day of A44Udt; 1980, personally appeared before me GEORGE C. MILLER, who, being by me first duly sworn, declared that he is the person who signed the foregoing document as an incorporator, and that the state- ments therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. My Commission Expires: JRC/mw S/15 32/R / -A Notary Public in and for Lubbock County, Texas VA The Lubbock Area Foundation is a nonprofit, community foundation created by Lost, Found & and for the people of Lubbock and the South Plains area. We are here to help our Adopted — Mission Accomplished l donors make a positive impact on their community. Abby is a sweet natured adult Meeting Community Needs dachshund with a safe and Lubbock Animal Services is the largest animal shelter on the South Plains and is loving home. But that's not committed to caring for the more than 30,000 animals annually rescued from Lubbock. how it always was_ Abby was Lubbock Animal Services is an open-door shelter that provides lost and found services, severely abused and animal adoptions, humane education, cruelty investigations, and enforces the laws fortunately found a temporary regarding animals for the City of Lubbock. home at Lubbock Animal The Community Endowment Challenge is a program of the Lubbock Area Foundation Services where they cared for that offers nonprofit organizations an opportunity to build endowments, strengthen their her wounds, fed her and financial capacity and continue providing needed services. Lubbock Animal Services is introduced her to the family participating in this program. that gave her the loving home Matching Grants are provided through the Community Endowment Challenge for the she deserves. After being benefit of organizations that meet agreed upon fundraising goals. Lubbock Animal vaccinated, spayed and micro Services has set a goal to raise $100,000 before the end of the year and has secured the chipped, Abby has begun a support of Dr. Alice Virginia White who has contributed two thirds of this amount. An additional $33,000 must be raised for Lubbock Animal Services to receive $50,000 from new and happier life? the Community Endowment Challenge, bringing the total endowment to $ 150,000. All funds raised will be held in a permanent endowment within the Lubbock Area Foundation Lets have more happy for the benefit of Lubbock Animal Services. i endings! The help of Lubbock's animal lovers is needed to accomplish this goall For more information on the Lubbock Animal Services Endowment through the Lubbock Area Foundation contact Kathy Stocco at (806) 762-8061, or mail your contribution to: The Lubbock Area Foundation 1655 Main St., Suite 202 Lubbock, TX 79401. n ■m "The greatness of a nation and its moral progress can be judged by the way its animals are treated" MAtLXT1tA GANDHI t:-9 - t : -`,'t- 1655 Main Street, Suite 202 • Lubbock, TX 79401 • • (806)762-8061 www.lubbockareafoundation.org