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HomeMy WebLinkAboutResolution - 2007-R0240 - Approve Creation Of The Vintage Township Public Facilities Corporation - 06/14/2007Resolution No. 2007-RO240 June 14, 2007 Item No. 5.24 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS, APPROVING AND AUTHORIZING THE CREATION OF THE VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION, APPROVING ARTICLES OF INCORPORATION FOR SUCH CORPORATION, APPOINTING THE INITIAL DIRECTORS OF SUCH CORPORATION; AND APPROVING INITIAL BYLAWS FOR SUCH CORPORATION WHEREAS, pursuant to authority conferred by the "Public Facility Corporation Act," Chapter 303, Texas Local Government Code (the "Act"), cities may approve and authorize the creation of one or more nonmember, nonstock, nonprofit public facility corporations with the powers set forth therein, for the purpose of financing or refinancing or providing for the acquisition, construction, rehabilitation, renovation, repair, equipping, furnishing, and placement in service of public facilities in an orderly, planned manner and at the lowest possible borrowing costs; WHEREAS, the Act provides and requires that the governing body of the city (the "Sponsor") under whose auspices the corporation is created approve the articles of incorporation, bylaws and any amendments thereto of such corporation and appoint the board of directors of the corporation; WHEREAS, any bonds issued by such a corporation shall not constitute obligations of the State of Texas, the Sponsor or any other political subdivision or agency of the State or a pledge of the faith and credit of any of them, and all such bonds must contain on their face a statement to such effect; WHEREAS, upon dissolution of such a corporation, the title to all funds and property then owned by such corporation shall, under the Act, automatically vest in the Sponsor without further conveyance, transfer or act of any kind whatsoever; WHEREAS, the City Council of the City of Lubbock, Texas (the "City") has heretofore created the Vintage Township Public Improvement District (the "District") pursuant to the City's powers under the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code (the "PID Act"), as requested by the owners of more than 50% of the real property located within the District; WHEREAS, the City Council of the City of Lubbock, Texas (the "City"), has determined that it is in the public interest and to the benefit of the residents of the City and the citizens of the State of Texas that a corporation be created to finance, refinance, or provide the costs of public facilities of the City, specifically the costs of public facilities benefiting residents of the District; NOW, THEREFORE, LUB200/58000 Dallas 2007 Resolution Approving PFC Creation (2) Dallas 1172065v.1 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS, THAT: Section 1. It is hereby found and determined that it is in the public interest and to the benefit of the residents of the City of Lubbock, Texas, and the citizens of this State that a public facilities corporation be created under the Act to finance or provide for the acquisition, construction, rehabilitation, renovation, repair, equipping, furnishing, and placement in service of public facilities in an orderly, planned manner and at the lowest possible borrowing costs, including to acquire obligations of the City issued for such purpose. Section 2. The creation of a public facilities corporation on behalf of the City of Lubbock, Texas, with the powers set forth in the Act, to be named "Vintage Township Public Facilities Corporation," is hereby authorized and approved and all prior actions and resolutions pertaining to creation of a Vintage Township Public Facilities Corporation are hereby rescinded and superseded. Section 3. That the Articles of Incorporation for such corporation in the form and to the effect attached hereto as Exhibit A, which Exhibit A is incorporated herein by reference and made a part hereof for all purposes to the same extent as if set forth herein in full, are hereby approved. Section 4. That the persons named in Article Eight of such Articles of Incorporation are hereby appointed as initial directors of such corporation and each of said persons herein appointed to the Board shall hold office for a term of years specified in Section 2.1 of Article II of the initial bylaws of the corporation. Section 5. That the initial bylaws for such corporation in the form and to the effect attached hereto as Exhibit B, which Exhibit B is incorporated herein by reference and made a part hereof for all purposes to the same extent as if set forth herein in full, are hereby approved. LUB200/58000 Dallas 2007 Resolution Approving PFC Creation (2) -2- Dallas 1172065v.1 PASSED AND APPROVED, this the 1 ATTEST: Reb cca Garza, City Secretary APPR�VED AS TO CONTENT: j r' Rob Alli6n Assistant City Manager Development Services -3- Dallas 1172065v.1 APPROVED AS TO FORM: JenrW Taffe/ Attorney, V` s n & El ns, L.L.P. B66d Counsel Resolution No. 2007-RO240 EXHIBIT A ARTICLES OF INCORPORATION OF VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION LUB200/58000 Dallas 2007 Resolution Approving PFC Creation (2) A- I Dallas I172065v.1 ARTICLES OF INCORPORATION OF VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION We, the undersigned natural persons, each of whom is of the age of 18 years or more and a resident of the State of Texas, acting as incorporators of a nonprofit corporation under the Public Facility Corporation Act, Chapter 303, Texas Government Code, as amended (the "PFC Act"), with the approval of the City Council (the "City Council") of the City of Lubbock, Texas (the "City"), evidenced by the City Council's resolution filed in connection herewith approving these Articles of Incorporation, do hereby adopt the following Articles of Incorporation for such corporation. ARTICLE ONE The name of the corporation is Vintage Township Public Facilities Corporation (the "Corporation"). The Corporation is a nonprofit public corporation. ARTICLE THREE The period of duration of the Corporation is perpetual. ARTICLE FOUR The Corporation is organized and operated to perform one or more essential governmental functions on behalf of the City, specifically, to assist the City in financing, refinancing, providing, or otherwise assisting in the acquisition and maintenance of public facilities benefiting the Vintage Township Public Improvement District (the "District") created by resolution (the "Resolution") of the City Council pursuant to the City's powers under the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code (the "PID Act"). The District is wholly located within the City and is more fully described in the Resolution. The Corporation shall have and possess the broadest possible powers to finance or refinance or provide for the acquisition, construction, rehabilitation, renovation, repair, equipping, maintenance, operation, furnishing and placement in service of public facilities benefiting the District under the terms of the PFC Act and the PID Act, including without limitation the power to acquire bonds or other obligations issued by the City ("City Obligations") in connection with the District to facilitate such financing, refinancing and provision of public facilities benefiting the District, and to issue obligations authorized under the PFC Act payable from such City Obligations. Dallas 1172053v.1 The Corporation shall be operated exclusively for such purpose without profit. No part of the net earnings of the Corporation shall inure to the benefit of any private shareholder or individual. ARTICLE FIVE The Corporation has no members and is a nonstock corporation. ARTICLE SIX The Corporation shall not issue any bonds, notes or other obligations for the purpose of paying all or any part of the costs of the public facilities unless the City Council, by resolution, has approved the same. ARTICLE SEVEN The street address of the initial registered office of the Corporation is City of Lubbock Municipal Building, 1625 13th Street, Lubbock, Texas 79401, and the name of the initial registered agent at such address is Rob Allison. The "Sponsor" of the Corporation, as defined in the PFC Act, is the City, and the address of the City is 1625 13th Street, Lubbock, Texas 79401. ARTICLE EIGHT The affairs of the Corporation shall be managed by a board of directors composed of such number of natural persons (not less then three) as may be fixed by the bylaws. Directors shall be appointed by the City Council for a term of no more than six (6) years. A majority of the members of the Board of Directors shall be members of the Vintage Township Homeowners Association Board of Directors. Until changed by the bylaws, the original number of directors shall be three (3). The names and addresses of the persons who shall serve as initial directors of the Corporation are as follows: Name Address 5214 68th Street, Suite 402 Paul Stell Lubbock, Texas 79424 5214 68th Street, Suite 402 Gary McKinney Lubbock, Texas 79424 1625 13th Street Rob Allison Lubbock, Texas 79401 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. Directors shall serve as such without compensation except that directors may be reimbursed for their actual expenses incurred in the performance of their duties under the Act. -2- Dallas 1172053v.1 ARTICLE NINE The names and street address of each incorporator is as follows: Name Address 5214 68th Street, Suite 402 Paul Stell Lubbock, Texas 79424 5214 68th Street, Suite 402 Gary McKinney Lubbock, Texas 79424 1625 13th Street Rob Allison Lubbock, Texas 79401 ARTICLE TEN Upon the dissolution of the Corporation, title to the Corporation's assets remaining after payment (or provision for payment) of the Corporation's liabilities shall automatically vest in the City as provided by the PFC Act. ARTICLE ELEVEN On , the City Council duly adopted a resolution specifically authorizing the Corporation to act on behalf of the City to further the public purpose set forth in these Articles of Incorporation, and approving these Articles of Incorporation. IN WITNESS WHEREOF, we have hereunto set our hands this day of , 2007. !92 Dallas 1172053v.1 Incorporator Incorporator Incorporator TIDE STATE OF TEXAS § COUNTY OF LUBBOCK § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this day of 200_, personally appeared before me , who, being by me first duly sworn, declared that he is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. (SEAL) -4- Dallas 1172053v.1 Notary Public in and for the State of Texas My Commission Expires: THE STATE OF TEXAS § COUNTY OF LUBBOCK § 1, the undersigned, a rotary Public of the State of Texas, do hereby certify that on this day of , 200_, personally appeared before me , who, being by me first duly sworn, declared that he is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. (SEAL) -5- Dallas 1172053v.1 Notary Public in and for the State of Texas My Commission Expires: THE STATE OF TEXAS COUNTY OF LUBBOCK I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this day of , 200_, personally appeared before me , who, being by me first duly sworn, declared that he is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. (SEAL) In Dallas 1172053v.1 Notary Public in and for the State of Texas My Commission Expires: Resolution No. 2007—R0240 BYLAWS OF VINTAGE TOWNSHIP PUBLIC FACILITIES CORPORATION LUB200/58000 Dallas 2007 Resolution Approving PFC Creation (2) B -I Dallas 1172065v.1 BYLAWS OF VINTAGE TOWSHIP PUBLIC FACILITIES CORPORATION ARTICLE I NAME, PURPOSE AND POWERS Section 1.1 Name. The name of the corporation is Vintage Township Public Facilities Corporation (the "Corporation"). Section 1.2 Purpose. (a) The Corporation is organized under the Public Facilities Corporation Act, Chapter 303, Texas Local Government Code, as amended (the "PFC Act"), and operated to perform one or more essential governmental functions on behalf of the City of Lubbock, Texas (the "City"), specifically, to assist the City in financing, refinancing, providing, or otherwise assisting in the acquisition and maintenance of public facilities benefiting the Vintage Township Public Improvement District (the "District"). The District was created by a resolution (the "Resolution") of the City Council of the City (the "City Council") pursuant to the City's powers under the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code (the "PID Act"). The District is wholly located within the City and is more fully described in the Resolution. (b) The Corporation has and possesses the broadest possible powers to finance or refinance or to provide for the acquisition, construction, rehabilitation, renovation, repair, equipping, maintenance, operation, furnishing and placement in service of public facilities benefiting the District under the terms of the PFC Act and the PTD Act, including without limitation the power to acquire bonds or other obligations issued by the City ("City Obligations") in connection with the District to facilitate such financing, refinancing and provision of public facilities benefiting the District, and to issue obligations authorized under the PFC Act payable from such City Obligations. Section 1.3 The Corporation shall be operated exclusively for such purpose without profit. No part of the net earnings of the Corporation shall inure to the benefit of any private shareholder or individual. Section 1.4 Local Regulations. The Corporation, by action of the board of directors, with approval of the City Council, shall be authorized to prescribe fees to be paid by the developer of public facilities or, if permitted by law, by assessments levied by the City Council pursuant to its authority under the PID Act in amounts reasonably estimated to pay the out-of- pocket ministerial and staff costs and expenses of the Corporation and/or the City. Section 1.5 Staff Functions. Staff functions for the Corporation shall be performed by the City as directed by the City Council and the Corporation, and the Corporation shall pay the Dallas 1172057v.1 amount of costs for such services as from time to time shall be billed to the Corporation by the City from fees collected by the Corporation as described in Section 1.4. ARTICLE II BOARD OF DIRECTORS Section 2.1 Number, Appointment and Tenure. The affairs of the Corporation shall be managed by a board of directors which shall consist of three (3) natural persons. A majority of the members of the board of directors shall be members of the Vintage Township Homeowners Association Board of Directors. Each director shall be appointed by the City Council, and shall hold office for a term of six (6) years. Each director appointed to fill a vacancy created by the resignation or removal of a director prior to the expiration of his term shall serve for the balance of the unexpired term. Each director may be removed at will by the City Council. 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. Section 2.2 Meetings. The board of directors shall not meet regularly, but shall assemble at such special meetings as shall be necessary or advisable to give effect to the purposes for which the Corporation is organized. Special meetings of the board of directors shall be held at the call of the secretary of the Corporation upon the direction of the president of the Corporation or upon written request of any two directors. Notice of each special meeting shall be given by the secretary to each director, either in person or by telephone, mail, email or facsimile, not less than two hours prior to the meeting. Mailed notice shall be considered given at the earlier of (1) delivery at the address of the director, or (2) the expiration of four days after deposit into the United States mail, first class, postage prepaid. Special meetings of the board of directors shall be held at such location within the State of Texas as shall be specified in the notice of the meeting given by the secretary. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. A waiver in writing by any director of notice of a special meeting, whether such waiver be given before or after the time of the special meeting stated in such notice, shall be the equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, except as provided in Section 7.1 of these Bylaws. Section 2.3 Open Meetings Act. Meetings shall be open to the pubic and public notice of meetings shall be given in accordance with the requirements of Chapter 551, Texas Government Code, as amended. Section 2.4 Quorum. The presence of a majority of the directors fixed by these bylaws shall be necessary and sufficient for the transaction of business at each meeting of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present may recess the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of -2- Dallas 1172057v.1 directors unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws. A director who is present at a meeting of the board of directors at which any corporate action is taken shall be presumed to have assented to such action unless that director's dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of the action. Section 2.5 Committees. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees which, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the Corporation. Each such committee shall consist of two (2) or more persons, all of whom shall be directors. Other committees not having and exercising the authority of the board of directors in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the directors at a meeting at which a quorum is present or by the president. Membership on such committees may, but need not be, limited to directors. Section 2.6 Compensation of Directors. Each director shall serve as such without compensation, but shall be reimbursed by the Corporation from legally available funds for actual expenses incurred in the performance of duties. ARTICLE III OFFICERS Section 3.1 Officers. The officers of the Corporation shall consist of a president, a vice president, a secretary and a treasurer and such other officers and assistant officers considered necessary. A person may simultaneously hold more than one office, except that the same person may not simultaneously hold the offices of president and secretary. The board of directors shall elect the officers of the Corporation at its first meeting, at the first meeting following each third anniversary of the date of the initial issuance of certificates of incorporation of the Corporation by the Secretary of State, and, in the case of an election to fill any vacant office, at the first meeting following the vacating of such office. Each officer shall hold office for a period of three (3) years. Each officer elected to fill a vacancy which occurs prior to the expiration of the term of such office shall serve for the balance of the unexpired term. Each officer shall hold office for the term for which he is elected and until his successor is elected and qualified. Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer if those persons believe the best interests of the corporation will be served by the removal. Section 3.2 President. The president shall preside at all meetings of the board of directors. The president shall be the chief executive officer of the Corporation, and, subject to the control of the board of directors, shall have general charge and supervision of the management of the affairs of the Corporation. The president shall see that all orders and resolutions of the board -3- Dallas 1172057v.1 of directors are carried into effect. The president shall sign and execute all legal documents and instruments in the name of the Corporation when authorized to do so by the board of directors, except when the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. Section 3.3 Vice -President. The vice-president shall, in the event of the absence or disability of the president for any cause whatever, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be prescribed from time to time by the board of directors. Section 3.4 Secretary. The secretary shall have charge of the records and correspondence of the Corporation under the direction of the president. The secretary shall give notice of all special meetings and attend all meetings of the board of directors and shall take and keep true minutes of and record all votes cast at such meetings. All such records, correspondence, and minutes shall be open at all times to inspection by any director and by any member or representative of the City Council. The secretary shall also discharge such other duties as shall be assigned to the secretary by the president or the board of directors at any time and from time to time. Section 3.5 Treasurer. To the extent not otherwise provided in any resolutions of the board of directors relating to the issuance of bonds, debentures or notes of the Corporation or instruments authorized by the board of directors to provide security therefor, the treasurer shall have the custody of all the funds and securities of the Corporation; shall deposit the same to the credit of the Corporation in such banks or depositories as the board of directors shall designate; shall keep proper books of account and other records showing at all times the amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of the Corporation, all of which books shall be open at all times to inspection by any director and any member or representative of the City Council; shall, under the direction of the board of directors, disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the Corporation; and shall also make such transfers and alterations in the securities of the Corporation as may be ordered by the board of directors. The treasurer shall also discharge such additional duties as may be prescribed at any time and from time to time by the board of directors. The treasurer shall give bond only if required by the board of directors. The treasurer shall render to the president and directors an account of all such person's transactions as treasurer and of the financial condition of the Corporation whenever they may request the same. ARTICLE IV MISCELLANEOUS Section 4.1 Fiscal Year. The fiscal year of the Corporation shall be the fiscal year of the City. Section 4.2 Principal Office. The principal office of the Corporation, at which all books and records of the Corporation shall be kept, shall be the Lubbock Municipal Building, 1625 13th Street, Lubbock, Texas 79401. -4- Dallas 1172057x.1 Section 4.3 Seal. The Corporation's seal, if any, shall be such as may be approved from time to time by the board of directors. ARTICLE V INDEMNIFICATION OF DIRECTORS AND OFFICERS The Corporation shall indemnify (which indemnification shall include, without limitation, advancing reasonable expenses) any person who is or was a director or officer of the Corporation and may indemnify (which indemnification may include, without limitation, advancing reasonable expenses) any person who is or was an employee or agent of the Corporation (or any person who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise) to the fullest extent required or permitted by applicable law. In addition, the Corporation shall have the power to indemnify (which indemnification shall include, without limitation, advancing reasonable expenses) to the fullest extent permitted by law such other persons as the board of directors may determine from time to time. The Corporation shall have the power to purchase and maintain at its expense insurance on behalf of such persons to the fullest extent permitted by applicable law, whether or not the Corporation would have the power to indemnify such person under the foregoing provisions. Any amendment to this Article V shall be prospective and shall not reduce or eliminate the right of any person to indemnification hereunder with respect to any act or failure to act occurring on or prior to the date of any such amendment, ARTICLE VI INSURANCE Section 6.1 Insurance. The Corporation shall purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic Corporation, partnership, joint venture, proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Article V. ARTICLE VII AMENDMENTS Section 7.1 Amendments. These bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the affirmative vote by a majority of the directors of the Corporation present at any meeting of the board of directors at which a quorum is present, provided that notice of the proposed alteration, amendment, repeal or adoption is contained in the notice of such meeting, and provided further that each such alteration, amendment, repeal or adoption shall be subject to the approval of the City Council. -5- Dallas 1172057v.1