HomeMy WebLinkAboutResolution - 2019-R0322 - Amendments To Articles Of Incorp. For Lubbock Housing Finance Corporation - 09/10/2019 Resolution No. 2019-RO322
Item No. 6.30
September 10, 2019
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Amendments to the Articles of Incorporation of Lubbock Housing Finance
Corporation ("LHFC") regarding the powers of LHFC are hereby approved by the City Council
of the City of Lubbock. Said Amendments to the Articles of Incorporation 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 September 10 2019.
DANIEL M. POPE, MAYOR
ATTEST:
CQ^ 110'A --'- - - — —
Reb cca ecr Garza, City ar
APPROVED AS TO CONTENT:
Reb cc Garza, City Secr tjy
APPROVED AS TO FORM:
Am s put y
RL. - IiFC Articles amen nntcnt 2019
ARTICLES OF AMENDMENT
AND FIRST RESTATED ARTICLES OF INCORPORATION
OF THE LUBBOCK HOUSING FINANCE CORPORATION
We, the undersigned Mayor and City Secretary of the City of Lubbock, do hereby adopt
the following Articles of Amendment and First Restated Articles of Incorporation of The Lubbock
Housing Finance Corporation, amending and restating the Articles of Incorporation dated
December 20, 1979 of such Corporation, as previously amended by Articles of Amendment to
Articles of Incorporation dated December 18, 1980 of such Corporation. Such First Restated
Articles of Incorporation accurately copy the Articles of Incorporation of the Corporation, as
previously amended, and as further amended by these Articles of Amendment and First Restated
Articles of Amendment, and contain no other change in the provisions of the Articles of
Incorporation. Articles Four, Seven, Eight,Nine and Ten of the original and amended Articles of
Incorporation are amended by these Articles of Amendment and First Restated Articles of
Incorporation.
ARTICLE ONE
The name of the Corporation is The Lubbock Housing Finance Corporation.
ARTICLE TWO
The Corporation is a public instrumentality and non-profit corporation.
ARTICLE THREE
The period of duration of the Corporation is perpetual.
ARTICLE FOUR
The Corporation is organized solely to carry out the purposes of the Texas Housing Finance
Corporations Act.
ARTICLE FIVE
The Corporation has no members.
ARTICLE SIX
These articles of incorporation may at any time and from time to time be amended so as to
make any changes therein and add any provisions thereto which might have been included in the
articles of incorporation in the first instance. Any such amendment shall be effected in either of
the following manners: (i)the members of the board of directors of the Corporation shall file with
the governing body of the City an application in writing seeking permission to amend the articles
of incorporation, specifying in such application the amendment proposed to be made, such
governing body shall consider such application and, if it shall by appropriate resolution duly find
4828-7559-0302.2
and determine that it is wise, expedient, necessary or advisable that the proposed amendment be
made and shall authorize the same to be made, and shall approve the form of the proposed
amendment,then the board of directors of the Corporation may amend the articles of incorporation
by adopting such amendment at a meeting of the board of directors and delivering articles of
amendment to the Secretary of State, or (ii) the governing body of the City may, at its sole
discretion, and at any time, alter or change the structure, organization, programs, or activities of
the Corporation (including the power to terminate the Corporation), subject to any limitation on
the impartment of contracts entered into by the Corporation, by adopting an amendment to the
articles of incorporation of the Corporation at a meeting of the governing body of the City and
delivering articles of amendment to the Secretary of State.
ARTICLE SEVEN
The street address of the present registered office of the Corporation is 3212 Avenue Q,
Lubbock, Texas, 79411, and the name of its present registered agent at such address is Shari D.
Flynn.
ARTICLE EIGHT
The affairs of the Corporation shall be managed by a board of directors which shall be
composed in its entirety of persons appointed by the governing body of the City. The present
board of directors consists of 7 members. The names of the persons who currently serve as the
directors, and the dates of expiration of their terms as directors, are as follows:
Name Address Date of Expiration of Term
Thomas J. Couture Texas Tech Federal Credit Union 2/28/24
4005 98°i Street
Lubbock,Texas 79424
Calvin O. Davis Small Business Administration 2/28/24
1205 Texas Avenue, Rm. 408
Lubbock, Texas 79401
Dwight I. Overton City Bank 2/28/24
5219 City Bank Pkwy
Lubbock, Texas 79407
Vickie Noyola Al-Souki West Texas Realtors 2/28/22
3233 63"" Street
Lubbock, Texas 79413
Carl Russell,Jr. Carl Russell and Company 2/28/24
10507 Quaker Avenue
Lubbock, Texas 79424
Juanita Kiesling 5111 97111 Street 2/28/20
Lubbock,Texas 79424
Steven D. Yandell Lone Star State Bank 2/28/21
6220 Milwaukee Drive
Lubbock, Texas 79424
2
4828-7559-0302.2
Each of the directors resides within the City. Each director, including the current directors,
shall be eligible for reappointment. Directors are removeable by the governing body of the City,
for cause or at will, and must not be appointed for a term in excess of six(6)years. 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 to hold office until the expiration of the term for
which the vacating director has been appointed.
ARTICLE NINE
The name and street address of each incorporator as shown in the original Articles of
Incorporation was:
Name Address
M.B. Smith,Jr. 4010-39th, Lubbock,Texas 79413
Mario G. Perez 1303-59`h, Lubbock,Texas 79412
W.F. Brownlee 4520-8`h, Lubbock,Texas 79416
Leota Alexander 2512 Slide, Lubbock,Texas 79407
Bill McAlister 370768 1h,Lubbock,Texas 79413
Al Caviel 2401 E 28`h, Lubbock,Texas 79403
Each incorporator resided within the City.
ARTICLE TEN
A resolution approving the original form of the Articles of Incorporation dated December
20, 1979 was adopted by the governing body of the City of Lubbock, Texas (the "City") on
December 20, 1979. A resolution approving the form of the Articles of Amendment to Articles of
Incorporation dated December 18, 1980 was adopted by the governing body of the City on
December 18, 1980. A resolution approving the form of these Articles of Amendment and First
Restated Articles of Incorporation was adopted by the governing body of the City on
2019. Copies of such resolutions are attached hereto as"Exhibit A".
ARTICLE ELEVEN
No dividends shall ever be paid by the Corporation and no part of its net earnings(beyond
that necessary for retirement of the indebtedness of the Corporation or to implement the public
purpose of the City for which the Corporation has been created) shall be distributed to or inure to
the benefit of its directors or officers or any private person,firm,corporation,or association except
in reasonable amounts for services rendered. No substantial part of the Corporation's activities
shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not
participate in,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 TWELVE
If the Corporation ever should 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
3
4828-7559-0302.2
shall not be transferred to private ownership, but shall be transferred and delivered to the City,
after satisfaction or provision for satisfaction of debts and claims.
[Remainder of page intentionally left blank]
4
4828-7559-0302.2
In Witness whereof we have hereunto set our hands the qday of SeTtember , 2019.
DAN POPE, MAYOR
ATTEST:
Reb kca Garza, City Secr to
STATE OF TEXAS
COUNTY OF LUBBOCK )
BEFORE ME, the undersigned authority, a Notary Public in and for said County, Texas,
on this day personally appeared DAN POPE, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed the same as the
act and deed of the CITY OF LUBBOCK and as MAYOR, for the purposes and consideration
therein expressed, and in the capacity therein stated.
UAV
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ,
2019. b)d
Notar Public, Lubbock County, Texas
JENNIFER SOW4ER CLEMENTS My mmission Expires:
0HSIY FUp�/1
[SEAL] * � Notary Public,Slate of Texas
Notary IN 12497068.3
`req �F,EMy Commission Expires 06.2.8.2020
5
4828-7559-0302.2