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Home My WebLink AboutResolution - 2010-R0197 - Amendements To Lubbock Economic Development Alliance, Inc. - 04/19/2010i� �';Resolution No. jApril 19, 2010 Iltem No. 5.21 2010—RO197 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Amendments to the Articles of Incorporation and the Bylaws of Lubbock Economic Development Alliance, Inc. regarding the qualifications and terms for membership on the Board of Directors and updating the name and address of the registered agent are hereby approved by the City Council of the City of Lubbock. Said Amendments to the Articles of Incorporation and to the Bylaws are attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council on April 19 , 2010. wOP TOM MARTIN, MAYOR ATTEST: Rebe ca Garza, City Secretary APPROVED AS TG CONTENT: Rob Allison ; Assn City Manager, Development Services APPROVED AS TO FORM: Linda L. Chaniales, Economic DeN elopment Attorney City Att Linda Res-LEDA Bylaws amendment 2010 April 6, 2010 Resolution No. 2010-RO197 Amendment to the Bylaws of Lubbock Economic Development Alliance, Inc. Pursuant to the provisions of the Texas Business Organization Code, and Article VI of the Bylaws of Lubbock Economic Development Alliance, Inc., the Corporation adopts the following amendment to its Bylaws and submits said amendment to the City of Lubbock for approval: "Article II(d) (last sentence) All directors of the Corporation must reside in Lubbock County at the time of their appointment and throughout their term as director. Any additional Board members shall serve staggered three (3) year terms as established by the existing Board of Directors." The purpose of this change is to increase the number of potential board nominees to extend to all qualified residents of Lubbock County recognizing the population growth beyond the City Limits. RESOLUTION Be it Resolved that the Board ofDirectors of Lubbock Economic Development Alliance, Inc. d/b/a LEDA: By unanimous vote of the Board of Directors present at its meeting on March 22, 2010, adopted the foregoing Amendment to its Bylaws which constitutes and becomes part of this resolution, as fully incorporated to amend the residency requirements of directors to Lubbock County, subject to action by the City Council of the City of Lubbock approving same by resolution, motion or order dully adopted by the City Council. ATTEST: Linda Davis, Secretary Tony Whi ehead, Vice Chairman Resolution No. 2010-RO197 Amendment to Articles of Incorporation of Lubbock Economic Development Alliance, Inc. Pursuant to the provisions of the Texas Business Organization Code, and Article Six of the Articles of Incorporation of Lubbock Economic Development Alliance, Inc., the Corporation adopts the following amendments to its Articles of Incorporation and submits said amendment to the City of Lubbock for approval: "Article Seven: The street address of the registered office of the Corporation is 1500 Broadway, 6`h Floor, Lubbock, Texas 79401, and the name of its registered agent at such address is John D. Osborne." "Article Eight (last sentence) All directors of the Corporation must reside in Lubbock County at the time of their appointment and throughout their term as director." The purpose of this change is to update the address of its registered office and registered agent and to increase the number of potential board nominees to extend to all qualified residents of Lubbock County recognizing the population growth beyond the City Limits. RESOLUTION Be it Resolved that the Board of Directors of Lubbock Economic Development Alliance, Inc. d/b/a LEDA: By unanimous vote of the Board of Directors present at its meeting on March 22, 2010, adopted the foregoing Amendments to the Articles of Incorporation which constitutes and becomes part of this resolution, as fully incorporated to identify the address of the registered office and agent on behalf of the Corporation and amend the residency requirements of directors to Lubbock County, subject to action by the City Council of the City of Lubbock approving same by resolution, motion or order dully adopted by the City Council. ATTEST: Linda Davis, Secretary Tony tehead, Vice Chairman Form 424 (Revised 12/09) Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: See instructions The name of the filing entity is: Certificate of Amendment Entity Information Resolution No. 2010—R0197 This space reserved for office use. Lubbock Economic Development Alliance, Inc. State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name. The filing entity is a: (Select the appropriate entity type below.) ❑ For-profit Corporation ❑ Professional Corporation ❑✓ Nonprofit Corporation ❑ Professional Limited Liability Company ❑ Cooperative Association ❑ Professional Association ❑ Limited Liability Company ❑ Limited Partnership The file number issued to the filing entity by the secretary of state is: 800348596 The date of formation of the entity is: 6/01/2004 Amendments 1. Amended Name (If the purpose of the certificate of amendment is to change the name of the entity, use the following statement) The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows: The name of the filing entity is: (state the new name of the entity below) The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable. 2. Amended Registered Agent/Registered Office The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows: Form 424 6 Registered Agent (Complete either A or B, but not both. Also complete C.) ❑ A. The registered agent is an organization (cannot be entity named above) by the name of- OR f OR ✓❑ B. The registered agent is an individual resident of the state whose name is: John D. Osborne First Name ML Last Name Suffix The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent. C. The business address of the registered agent and the registered office address is: 1500 Broadway, 6th Floor Lubbock TX 79401 Street Address (No P.O. Box) City State Zip Code 3. Other Added, Altered, or Deleted Provisions Other changes or additions to the certificate of formation may be made in the space provided below. if the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format. Text Area (The attached addendum, if any, is incorporated herein by reference.) ✓❑ Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows: Article Eight: "All directors of the Corporation must reside in Lubbock County at the time of their appointment and throughout their term as director" ❑ Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows: ❑✓ Delete each of the provisions identified below from the certificate of formation. Article Eight: "A director of the Corporation must be a resident of the City, at the time of their appointment and throughout their term as director" Statement of Approval The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity. Form 424 Effectiveness of Filing (Select either A, B, or C.) A. ✓❑ This document becomes effective when the document is filed by the secretary of state. B. ❑ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: C. ❑ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 901h day after the date of signing is: The following event or fact will cause the document to take effect in the manner described below: Execution The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument. Date: 3/22/10 By: Form 424 John D. Osborne, President/CEO Printed or typed name of authorized person (see instructions)