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HomeMy WebLinkAboutResolution - 2007-R0443 - Approve Amended Articles Of Incorporation - LEFA - 09/27/2007Resolution No. 2007—RO443 September 27, 2007 Item No. 5.2 RESOLUTION WHEREAS, the Lubbock Educational Facilites Authority, Inc. was created by the City of Lubbock in 1999, Chapter 53 of the Texas Education Code which, at that time, covered public and private schools; and, WHEREAS, the Texas Education Code was amended in 2005 by creating a new Chapter 53A relating to private schools and by the amendment of Chapter 53 to relate only to public schools; and, WHEREAS, the Lubbock Educational Facilities Authority, Inc. has requested that the City Council approve, pursuant to Art. XII of its Articles of Incorporation, an amendment to its Articles of Incorporation, in the form attached as Exhibit "A" hereto, for the purpose of clarifying that the Lubbock Educational Facilities Authority, Inc. can exercise powers under both Chapter 53 and Chapter 53A of the Texas Education Code; and, WHEREAS, the City Council finds and determines that such amendment is advisable; THEREFORE, IT IS RESOLVED that the City of Lubbock approves the Amended Articles of Incorporation attached hereto in substantial form and substance, and finds that the following amendments to the Articles of Incorporation of the Lubbock Educational Facilities Authority, Inc., are advisable: The amendment of Article IV to read as follows: The Corporation is organized solely and exclusively for the purpose of aiding accredited institutions of higher education, primary schools and secondary schools in providing educational facilities and housing facilities and facilities incidental, subordinate or related thereto or appropriate in connection with Sections 53.33, 53.331, 53.48, 53A.33, 53A.331, and 53A.48 of the Texas Education Code. 2. The addition of a new Article XV to read as follows: All references in these articles to Chapter 53 of the Texas Education Code or any provision contained in Chapter 53 (as it existed at the time the Corporation was formed) shall be read to apply to the present provisions of Chapters 53 and 53A of the Texas Education Code. The Corporation shall have the powers to act under both Chapter 53 and 53A. IT IS FURTHER RESOLVED that the board of directors of the Lubbock Educational Facilities Authority, Inc. is authorized to file articles of amendment with the Secretary of State of the State of Texas to formally amend its articles as stated above. Passed by the City Council this 27Th day of _ September , 2007. DAVID A. MILLER, MAYOR ATTEST: Reb cca Garza, City Secretary APPROVED AS TO CONTENT: I Andy By Burcham Director of Fiscal Policy and Strategic Planning Prepared by: Don C. Dennis BOERNER, DENNIS & FRANKLIN, PLLC mllccdocs/Lubbock Educational Facilities Authority -res September 17, 2007 `"H SI,CE ��� Resolution No. 2007—R0443 Y the tafp of Im"as Arcretarg of Mate CcRTIFICAI= OF INUCkPURATION OF L188JCK 0UCATIghkL FACILITIES AUTKORITY• INC. CHAITER NUtl3FR 01526637 YHE UNURSTGMI 09 AS SECRETARY OF STATE UP TMF STATE OF TFXAS9 hERCOY CzRTIFTcS TMAf TIL ATTAC~IED ARTICLES OF INCORPOkATION TUR TIE A9UVE NAMFti CDko`JgAT10N HAVE 2ECFIVeD IN THIS OFFICk AND ARE FOUND TO r(,N+ ntM TO LnN. ACCug0TVGrrYs THc UNuERSIGNEU, AS SECRETARY OF STATFr ANa by VIRTUE UP 'SHF AUThO.ZTfY VESTEV 1N TNF. SECRETARY 3Y LAW,, HeREBY ISSUES r813 CEKTIFICATc 3F INC©FP6k4TIUN* TSSU�kNC;. ,IF THIS CERTIFIC4TE OF I,4URPORaTIUN DUES NOT AUTHORIZE THE USE Uz A COPPOkATE NAME TN TriTS STATr IN VIOLATION OF THc ;(TGHiS 4F AYUTHc;t 01UF4 THi FEUERdL TRAD:-1A9< ,QCT OF 19469 TIFF TEXAS TRaDEMAkK I_AWI THE AS51IMFU BUSINF55 9k PkUFESSIUNAL 44th ACT OP THE CUMM044 Ldvf. DaTFD MAI►. 51 1994 EFFECTIVE flak. 5, 1999 k Elton $Omer, SecretwEv n+ euro EXHIBIT ARTICLES OF INCORPORATY OF LUBBOCK EDUCATIONAL FACILITIES At No. 2007-RO443 FILED In the Office of the Secret,3ry of State Of Texas MAR 0 5 1999 Corpo Pursuant to Section 53.35(b), Texas Education Code, as amended, we, the undersigned natural persons, acting on behalf of and as directed and ordered by the City of Lubbock, Texas (the *City"), as incorporators of a non-profit corporation under the Higher Education Authority Act, Chapter 53, Texas Education Code (the "Act°), do hereby adapt the following Articles of Incorporation therefor: ARTICLE I The name of the corporation is LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. (the "Corporation"). ARTICLE R The Corporation is a non-profit corporation created under the Act by ordinance of the City Council of the City (the "Governing Body") pursuant to the Act. ARTICLE 111 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 accredited institutions of higher education, primary schools and secondary schools in providing educational facilities and housing facilities and facilities incidental, subordinate ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. page I or related thereto or appropriate in connection therewith in accordance with Sections 53.33 and 53.48 of the Act, on behalf of the City and as its duly constituted authority and instrumentality. The Corporation shall have and may exercise all powers granted under the Act, including those incorporated from the Texas Non -Profit Corporation Act, except the power to tax and the power of eminent domain and except as such powers are limited by these Articles of Incorporation or by the $ylaws 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 920 Avenue Q Lubbock, Texas 79401 _ ,and the Warne of the initial registered agent at such address is A o n C. Dennis 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 from time to time by the Bylawsof the Corporation, each -of whom shall be appointed by the Governing Body of the City. Each director appointed to the Board shall be appointed to a designated and numbered position on the Board. The term of office for the fust appointees to the uneven numbered positions will expire on the first day of January 2001, and thereafter the terms of appointees to such uneven numbered positions will expire on the first day of January of every uneven ARTICLES OF INcORPORA'rtoN of LU3BOCK EDUCATIONAL FACILITIES AUTHOPJTY, MC. Page 2 t numbered year. The term of the first appointees to the even numbered positions on 1ht board will expire on the first day of January 2000, and thereafter the terms of appointees to the even numbered positions will expire on the first day of January of every even numbered year. 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 prdinance of the Governing Body of the City. All vacancies, from whatever cause, shall be filled by the Governing Body of the City. ARTICLE VM 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. Those individuals who shall constitute the initial board of directors and their addresses are as follows: ARTICLES Of INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHOFJTY, INC. Page, 3 ARTICLE X1 The Governing Body of the City has duly adopted an ordinance ordering the creation of the Corporation, approving the form of thesc Articles of Incorporation, and authorizing ARTICLES OF 1NCOMRATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHOR!, INC. 1 Page 4 NAME ADDRESS f'o5itianNo.1 Louis Murfee, II P.O. Box 10313, Lubbock, TX 79408 Position No. 22 Jim Morris 1500 Broadvay, Ste 1101, Lubbock, TX 79401 Posit.2n N0. 3 Joe Mayes 4601 50th St., Ste 206, Lubbock, TX 79414 Position No. 4. Neriman Guven 1901 University Ave . , Lubbock, TIC 79410 Pos_itipaNo, 5 - R. C. Douglas 4102 24th St., Lubbock, TX _ 79410 PosittonNo. 6 Walker Metcalf 2205 Broadway, Lubbock. TX 79401 PositionNo. 7 Michael Ward 4102 24th St.. Luhbor_k, TX 79410 ARTICLE X The name and street addresses of the incorporators are as follows: NAME ADDRESS BOB CASS 1525 13" Street ANITA BURGESS P. O. Box 2000 - BETSY BUCY ` —. Lubbock, TX 79457 ARTICLE X1 The Governing Body of the City has duly adopted an ordinance ordering the creation of the Corporation, approving the form of thesc Articles of Incorporation, and authorizing ARTICLES OF 1NCOMRATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHOR!, INC. 1 Page 4 the Corporation to act on its behalf and as its duly constituted authority and instrurntrilahty to further the public purposes provided in the Act, in the Ordinance and in these Articles of Incorporation. ARTICLE hUl These Articles of Incorporation may at any timc and from time to time be amended by either of the fallowing methods., (1) the members of the Board of Directors of the Corporation may approve a proposed amendment and file with the Governing Body of the City a written application requesting that the Governing Body approve such amendment to the Articles of Incorporation, specify rig in such application the amendment proposed to be made, and if the Governing Body finds and determines that it is ad,4sable that the proposed amendment be trade 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 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, by ordinance, an amendment to these Articles of Incorporation and direct the hoard of Directors to amend the same whereupon the Hoard of Directors shall amend the same by filing articles of amendment with the Secretary' -of State. ARTICLE MIT 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 private individual, firm of corporation, except that in the event sufficient ARTICLES OF INCOAPORATI©N OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 5 provision has been made for the full payment of the expenses, bondq 2nd other obligatiolis of the Corporation, then any net assets of the Corporation remaining or thereafter accruing shall be paid to the City. The Corporation's activities shall not include propagandizing or othc-rwise 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 apposition to any candidate for public office. , ARTICLE XIV 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, 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. 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 fWly paid or payment provided for, the members of the Hoard 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 sante limitations provided in the fust paragraph of this Article XIV pertaining to dissolution directed by the City. 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 ARTICLES OF iNcoRP()RATioN aF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 6 ©3�0�i99 61 0'3:4'( F'UL.'kIU M$ y �GUvJa✓»�or�iuuor��cv� 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. The initial Bylaws of the Corporation and all amendments thereto, substitutcs themfor, and repeals thereof shall be subject to the approval of the Governing Body of the City. IN WITNESS WHEREOF, we have hereunto set our hands this <, day of 1999.. t Debra Fond, Incorporator 01AL L J Anita Burgess, Incorpora or -A�� lzu Betsy Bucy, Incorporator Atti 1CLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 7 THE STATE OF TEXAS § COUNTY OF LUBBOCK. § I, the undersigned, a Notary Public of the State of Texas, do hereby cenify that on this __ U a► day of 1999, personally appeared before me Debra Forte, who, being by me first duly sworn, declared that she is the person who signed the foregoing document as an incorporator and that the statements therein contained are true, IN WITNESS WHEREOF, I have hercunta set my hand and seal the date and year above written_ Notary Public, State of Texas My Commission Expires: 41 - 2.3 -- o D. ,,,.,...._- SE r SYLVIA H. REYES Notuy F WW stag of 7exra IVIG' CWn � Expe7 ARTICLES OF INCORPORATION OF LUB13OCK EDUCATIONAL FACILITIES AUTHORITY, INC. pact 8 TELE 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 1999, personally appeared before me Anita Burgess, who, being by me first duly sworn, declared that she is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF,1 have hereunto set my hand and seal the date and year above written. Notary Publi4 State of Texas My Commission Expires. .hs DAWNIL {i4RaEt}� !• yr1 S- ,�� }� irvns.iu7frIIli f7¢�3'alitlt.•t�En aRTiCLES OF INCORPORATION OF — LUBBOCK EDUCATIONAL FACILITII-S AUT1401UTY, INC. PAgc 9 THE STATE OF TEXAS COUNTY OF LUBBOCK § 1, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this day ofWAW;—I 1999, personally appeared before me Betsy Bucy, who, being by me first duly sworn, declared that she 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. NotaryP Iic, State If Texas My Commission Expires: SEA , .,... E111YM frl sum . � W �r! ►qua%t, sraa of tbes hHleityaulutieEzs-lbke dueru. doc Fcbmarf Is. 1499 ARTICLES OF INCORPORATION OF-- LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 10