HomeMy WebLinkAboutResolution - 2000-R0339 - Agreement - MGPA Inc, NWWIIGPA Inc, & TAHF Inc - Silent Wings Museum - 09/27/2000Resolution No, 2000-RO339
September 27, 2000
Agenda No. 21
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to
execute for and on behalf of the City of Lubbock, an agreement with the Military Glider Pilots
Association, Inc., the National World War II Glider Pilots Association, Inc., and the Texas
Aviation Heritage Foundation, Inc. entitled "Silent Wings Museum Agreement," and related
documents. Said agreement is attached hereto and incorporated in this resolution as if fully set
forth herein and shall be included in the minutes of the City Council.
Passed by the City Council this 27th day of September , 2000.
WINDY SITT , A O
AXTEST:
Kaytb Darnell, City Secretary
APPROVED AS TO CONTENT:
�.
Mark ar , Director of Aviation
APPROVED AS TO FORM:
Linda Chamales, Supervising Attorney
ccdocs/$ilentwingsMuseum. res
Nov 17, 2000
Resolution No. 2000-80339
September 27, 2000
Item No. 21
SILENT 'WINGS MUSEUM AGREEMENT
This agreement.effective as of the 1st day of October, 2000, at Lubbock, Texas,
is between the Military Glider Pilots Association, Inc., a Texas corporation organized
under the Texas Nonprofit Corporation Act, operating as Silent Wings Museum,
(hereafter called "MUSEUM"), the National World War II Glider Pilots Association Inc.,
a 501(c)19 nonprofit corporation operating under the laws of the state of Texas (hereafter
called "ASSOCIATION"), Texas Aviation Heritage Foundation, Inc., a Texas nonprofit
corporation (hereafter called "TAHFI") and the City of Lubbock, a municipal home rule
corporation (hereafter called "CITY")..
WHEREAS, the training of pilots to fly gliders during World War II was a key in
America's victory in world War 11; and
WHEREAS, Lubbock played a key role in training pilots to fly gliders on the
current site of Lubbock International Airport; and
WHEREAS, MUSEUM desires to transfer the Silent Wings Museum to the City
of Lubbock for operation at the west terminal building site at Lubbock International
Airport; and
WHEREAS, the ASSOCIATION also desires to transfer the Silent Wings
Museum to the City of Lubbock for operation at the west terminal building site at
Lubbock International Airport and desires to transfer to CITY those items currently on
loan to MUSEUM, including but not limited to the glider and the cockpit, for the purpose
of acquainting the public with the aims, purposes, and records of the role played by the
combat military glider pilot during World War II; and
WHEREAS, CITY desires to develop, maintain, and operate the Silent Wings
Museum for the education and enjoyment of the citizens of Lubbock and visitors, with
the archival support of the Southwest collection of Texas Tech University; and
WHEREAS, the Texas Aviation Heritage Foundation, Inc. (TAHFI), a nonprofit
corporation, has raised funds from interested and caring citizens, organizations and
charitable foundations for the Silent Wings Museum project and desires to transfer those
funds to CITY in furtherance of this project; and
WHEREAS, TAHFI desires to continue its fund-raising activities on behalf of the
Silent Wings Museum; and
WHEREAS, the development of the Silent Wings Museum is a public purpose in
furtherance of City Council Economic Development Goals and Actions as set out in the
City's economic development plan, "Goals for Lubbock—A Vision in the 215 Century,"
in particular, (1) enhancement of Lubbock International Airport development and service
and (2) expanding tourism and convention business in Lubbock.
SILENT WINGS AGREEMENT
Page 1
NOW THEREFORE, the parties agree as follows:
ARTICLE 1. Responsibilities of Military Glider Pilots Association, Inc.
A. MUSEUM agrees to transfer to the CITY physical possession and
control of all assets, including, but not limited to all artifacts,
archives, and memorabilia pertaining to the World War II glider
training and combat experience of the glider pilots of the World
War II era currently in the museum as well as in storage. In this
regard, MUSEUM agrees to transfer all titles, licenses, and any
evidence of ownership of these items. MUSEUM also agrees to
cooperate with all government agencies in obtaining new titles,
licenses, and/or other evidence of ownership. Transfer of title for
all museum assets shall be effective upon the date of actual
physical transfer to CITY.
B. MUSEUM agrees to transfer all firearms or other weapons in the
museum collection, which are registered with the Bureau of
Alcohol, Tobacco, & Firearms directly to the Lubbock
International Airport Police Department.
C. MUSEUM agrees to transfer to CITY all funds including cash,
investments and other monies raised for the establishment and
development of the museum.
D. MUSEUM agrees to transfer to CITY all rights to use of the Silent
Wings Museum name, trademark, and insignia.
E. MUSEUM agrees to transfer to CITY all museum records,
including information regarding past and present members, donors,
and family memberships.
F. MUSEUM agrees to identify those items in the museum or in
storage that are currently on loan from individuals or groups and
provide information to CITY regarding ownership, written loan
agreements, names, addresses and telephone numbers of owners or
persons to contact regarding the loaned items.
SILENT WINGS AGREEMENT
Page 2
G. MUSEUM agrees to transfer those items in its possession
belonging to National World War II Glider Pilot Association, Inc.,
including, but not limited to the glider and the cockpit.
H. MUSEUM, in conjunction with CITY, agrees to negotiate with the
City of Terrell, Texas, regarding termination of the Lease
Agreement dated January 17, 1990 (attached as Exhibit "A"), to
arrange for sale or lease of the improvements thereon, and to
transfer any gain from the transactions to CITY.
I. MUSEUM agrees to take all actions legally necessary to transfer
corporate assets to CITY and to dissolve said corporation after all
transfers are completed.
ARTICLE 2. Responsibilities of the National World War Il Glider Pilot Association
Inc.
A. ASSOCIATION agrees to transfer those items on loan to the
MUSEUM, including, but not limited to the glider and the cockpit,
to CITY as a permanent loan so long as CITY operates a museum
for the purpose of acquainting the public with the aims, purposes
and records of the role played by the combat military glider pilot
during World War Il.
B. ASSOCIATION further agrees that should it dissolve its 501(c)19
non profit organization, ownership of the items described in Article
2(A) above will upon dissolution transfer to CITY in order to
maintain a permanent public display. ASSOCIATION agrees to
take all actions legally necessary to effect transfer of title of these
items to CITY.
ARTICLE 3. Responsibilities of the City of Lubbock
A. CITY agrees to accept the items transferred by MUSEUM in
Article 1 and by the ASSOCIATION in Article 2, for the purpose
of operating a museum pertaining to the World War Il glider
SILENT WINGS AGREEMENT
Page 3
training and combat experience of the glider pilots of the 'World
War II era.
B. CITY agrees to develop, maintain, and operate the Silent Wings
Museum in approximately 33,000 square feet of space in the west
terminal building site at Lubbock International Airport as shown in
Exhibit "B", attached hereto. Said museum shall be open to the
general public within reasonable hours and will be staffed by a
full-time director and a combination of full and park time
personnel.
C. CITY agrees to provide an initial minimum investment of
$571,300 for building design and construction (including a
$323,750 HUD grant) as described in Exhibit "C."
D. CITY agrees to provide an initial minimum investment of
$200,000 for exhibit design and construction. In addition, CITY
agrees to use its best efforts in conjunction with TAHFI and other
organizations to raise $800,000 for museum exhibit development
as described in Exhibit "C".
E. CITY agrees to assist MUSEUM with negotiations regarding
termination of the Lease Agreement attached as Exhibit "A."
F. CITY agrees to negotiate with the Southwest Collection of Texas
Tech University to form a separate agreement arranging for
museum development assistance and ongoing archival support.
G. CITY agrees to develop a bi-annual air show with a Silent Wings
Museum theme to serve as a focal point for the museum's fun -
raising effort.
H. CITY agrees to establish a Museum Fund consisting of an
Operating fund, a Capital Project Fund, and a Silent Wings
Development Fund, to manage the financial assets received from
the MUSEUM under Article 1. CITY shall keep complete and
accurate records, books, and accounts according to generally
accepted accounting principles and said books shall be audited
annually.
SILENT WINGS AGREEMENT
Page 4
I. CITY agrees that the museum staff will put forth its best efforts to
develop the museum's revenue sources with the ultimate goal of
making the museum fully self-sufficient and to maximize the
development fund balance for funding future expansion of the
museum.
J. CITY agrees to establish a membership program for those
individuals interested in supporting the Silent Wings Museum.
Members will receive a quarterly newsletter and access to a
"members only" section of the museum's internet web site. The
program will include special membership status for World War II
glider pilots and will recognize past contributions to the museum.
ARTICLE 4. Responsibilities of Texas Aviation Heritage Foundation, Inc.
A. TAHFI agrees to transfer all funds raised for the Silent Wings
Museum Project to the CITY. As described in Exhibit "C," at least
one hundred one thousand seven hundred dollars ($101,700.00)
will be used in construction/renovation of the terminal for the
fiii MWO
B. TAHFI agrees to continue to utilize its best fund-raising efforts on
behalf of the Silent Wings Museum project with the initial goal of
raising the $800,000 yet to be funded in the museum exhibit
budget described in Exhibit "C" and will continue thereafter to
support ongoing development efforts. Funds collected for this
purpose will be transferred to CITY on a quarterly basis beginning
with the fourth quarter of 2000.
ARTICLE 5. Time of Performance.
A. All museum properly and funds shall be transferred to CITY by
MUSEUM prior to January 1, 2001.
B. All items on loan to MUSEUM from the ASSOCIATION shall be
transferred to CITY prior to January 1, 2001.
SILENT WINGS AGREEMENT
Page 5
C. All funds previously collected by TAHFI for the benefit of the
Silent Wings Museum shall be transferred to CITY prior to
October 15, 2000; and all funds collected for this purpose
thereafter shall be transferred to City on a quarterly basis as
described in Article 4 (B).
D. CITY will make every effort to complete initial construction and
renovation of the west terminal building and permanent exhibits in
time to open the museum to the public in the autumn of 2002..
ARTICLE 6. Notices.
Communication and details concerning this Agreement shall be directed to
the following contract representatives:
Mark Earle
Director, of Aviation
Lubbock International
P.O. Box 2000
Lubbock, TX 79457
Fax: (806) 775-3133
Roy Grimes
TAHFI
P.O. Box 64394
Lubbock, Texas 79464
S. Tipton Randolph
Silent Wings Museum Bd.
21 Phyllis Rd.
Freehold, N.J. 07728
Harry Loftis
Silent Wings Museum Bd.
928 Shepard Ln.
Tyler, Texas 75701
Michael J. Samek
National World War II Glider Pilots Association
955 Lexington Ave.
New York, New York 10021
Any such notice or other communication shall be deemed to have been
given (whether actually received or not) on the date it is personally
delivered or delivered by telephonic facsimile, or if mailed, on the third
day after it is mailed. Any party may change its address for purposes of
this Agreement by giving notice of such change to all other parties
pursuant to this Article 6.
SILENT WINGS AGREEMENT
Page 6
ARTICLE 7. Representations and Warranties.
A. MUSEUM represents that it is a 501(c)3 corporation, duly organized
under the Texas Nonprofit Corporation Act as shown in Exhibit "D"
attached hereto, validly existing, and in good standing under the laws
of the State of Texas and operating as Silent Wings Museum.
MUSEUM represents that it has the corporate power to enter into and
perform this Agreement and all other activities contemplated hereby,
and that execution, delivery, and performance of this Agreement and
the activities contemplated hereby have been duly and validly
authorized by all the requisite corporate action on the part of
MUSEUM. A copy of said resolution is attached as Exhibit "E."
MUSEUM further represents that this Agreement constitutes legal,
valid and binding obligations of the MUSEUM and is enforceable in
accordance with its terms.
B. ASSOCIATION represents that it is a 501(c)19 non profit
corporation, duly organized under the Texas Nonprofit Corporation
Act, validly existing, and in good standing under the laws of the State
of Texas.' ASSOCIATION represents that it has the corporate power
to enter into and perform this Agreement and all other activities
contemplated hereby, and that execution, delivery, and performance
of this Agreement and the activities contemplated hereby have been
duly and validly authorized by all the requisite corporate action on the
part of ASSOCIATION. A copy of said resolution or other proof of
corporate action is attached as Exhibit "F." ASSOCIATION further
represents that this Agreement constitutes legal, valid and binding
obligations of the ASSOCIATION and is enforceable in accordance
with its terms.
C. CITY represents that it is a home rule municipal corporation,
incorporated under the laws of the State of Texas, with the power to
enter into and perform this Agreement and all other activities
contemplated hereby, and that execution, delivery, and performance
of the Agreement and the activities contemplated hereby have been
duly and validly authorized by the City Council of the City of
Lubbock, Texas. A copy of said resolution is attached as Exhibit
"G." CITY further represents that this Agreement constitutes legal,
valid and binding obligations of the CITY and is enforceable in
accordance with its terms.
SILENT WINGS AGREEMENT
Page 7
D. TAHFI represents that it is a 501(c)3 corporation, duly organized
under the Texas Nonprofit Corporation Act, validly existing, and in
good standing under the laws of the State of Texas. TAHFI
represents that it has the corporate power to enter into and perform
this Agreement and all other activities contemplated hereby, and that
execution, delivery, and performance of this Agreement and the
activities contemplated hereby have been duly and validly authorized
by all the requisite corporate action on the part of TAHFI. A copy of
said resolution or other proof of corporate action is attached as
Exhibit "H." TAHFI further represents that this Agreement
constitutes legal, valid and binding obligations of the TAHFI and is
enforceable in accordance with its terms.
ARTICLE S. Exhibits.
The Exhibits which are referenced in, and attached to this Agreement, are
incorporated in and made a part of this Agreement for all purposes.
ARTICLE 9. Entire Understanding.
This Agreement contains the entire understanding between the parties
hereto and supercedes any prior understandings or written or oral
agreements between the parties with respect to the subject matter.
ARTICLE 10. Amendments.
CITY, MUSEUM, ASSOCIATION or TAHFI may amend this agreement
at any time, provided that such amendments make specific reference to
this Agreement, are executed in writing, signed by a duly -authorized
representative of each organization, and approved by the City Council if
required by law.
ARTICLE 11. Partial Invalidity.
If any one or more of the provisions contained in this Agreement are for
any reason held to be invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceability will not affect any other provision
SILENT WINGS AGREEMENT
Page 8
of this Agreement, which shall be construed as if it had not included the
invalid, illegal or unenforceable provision.
ARTICLE 12. Texas Law/ Venue
This Agreement is to be construed under Texas law and applicable federal
law, without regard to conflict of law rules that would direct application of
the laws of any other jurisdiction. Venue for any action brought pursuant
to this Agreement, or any activity contemplated hereby, shall lie
exclusively in Lubbock County, Texas.
IN WITNESS WHEREOF, the Parties have executed this contract as of the date first
written above.
CITY OF LUBBOCK
WINDY SITTO
JP,MAYOR
ATTEST:
i
3
e
Kaytharnell, City Secretary
MILITARY GLIDER PILOTS
TEXAS AVIATION HERITAGE
NATIONAL WORLD WAR II GLIDER
PILOTS ASS IATION, INC.
By M=AP==
Mar ga�re, Director of Aviati 1
MI J. SAMEK CHAIRMAN
APPROVED AS TO FORM:
Linda L. Chamales, Supervising
Attorney, Office Practice
SILENT WINGS AGREEMENT
Page 9
STATE OF TEXAS
COUNTY OF KAUFMAN
LEASE AGREEMENT
Resolution No. 2000-RO339
September 27, 2000
00 py -
This lease is made and entered into at Terrell, Texas, on
January 17, 1990, by and between the City of Terrell, Texas,
hereinafter referred to as Lessor, and the Military Glider Pilots
Association, Inc., a corporation hereinafter referred to as Lessee;
agree and covenant as follows:
1. Demised Premises: Upon the terms and conditions hereinafter
set forth, and in consideration of the payment from time to time by
the Lessee of the rents hereinafter set forth, the Lessor does lease,
let, and demise to the Lessee, and Lessee does hereby lease of and
from the Lessor, the following described premises, situated, lying
and being in Kaufman County, Texas, to -wit:
SITUATED in Kaufman County, Texas, within the corporate limits
of the City of Terrell, a part of the Ransom Sowell Survey,
Abstract No. 444, and BEING all of Lots 2 and 3 of Block C of
the Airport Addition to said City, according to the plat of said
addition as recorded in volume 10, page 56, of the Plat Records
of Kaufman County, and a 25 foot wide parcel situated adjacent
to the northeast boundary thereof, more particularly described
as follows:
BEGINNING at the common south corner of Lot 1 and west corner of
Lot 2 of said Block C, in the northeast right-of-way line of
Silent wings Blvd., formerly known as the Airport Entrance Road;
THENCE N 47 deg. 13 min. 29 sec. E, with the southeast line of
said Lot 1, a distance of 196.10 feet to the east corner of of
1;
THENCE S 42 deg. 46 min.. 31 sec. E, 25.000 feet from and
parallel to the northeast lines of said Lots 2 and 3, a distance
of 400.00 feet to corner;
THENCE S 47 deg. 13 min. 29 sec. W, at 25.00 feet pass the east -
corner of Lot 3, and continuing with the southeast line of Lot
3, a distance of 196.10 feet to the south corner of Lot 3 in the
northeast line of Silent Wings Blvd.; EXHIBIT
Military Glider Lease
Page 2
THENCE N 42 deg. 46 min. 31 sec. W, with said right-of-way line
and the southwest line of Lots 3 and 2, a distance of 400.00
feet to the PLACE OF BEGINNING and containing 1.801 acres of
land.
2. Term. The term of this lease shall be 18 years beginning on
January 17, 1990 and ending on January 16, 2008, unless sooner
terminated as hereinafter provided.
The Lessee shall have an option to extend this Lease, upon the
same terms, for an additional period of ten years, such option to be
exercised in writing by the Lessee not later than 60 days prior to
the expiration of the original term.
3. Surrender of premises. The Lessee shall on the last day of
the term peaceably and quietly surrender the leased premises to the
Lessor in as good condition as it was at the beginning of the term.
All improvements erected by the Lessee will become the property of
the City of Terrell when the lease is terminated.
4. Annual rental, The rent which the Lessee agrees to pay to
Lessor is as follows:
a. $465.00 per year for the first five years, provided
that the premises are used by the Military Glider Pilots Association
as a museum.
b, As long as the premises are used for museum purposes
the annual rental will be subject to renegotiation and possible
increase every fifth anniversary of the lease whether in the primary
term or option term; and then it is agreed that the annual rental
rate will be changed to the prevailing rate at the Terrell Municipal
Military Glider Lease
Page 3
Airport for similar and like property.
C. If Lessee sublets or assigns this lease to another
party at any time during the term of the lease, then the annual rent
will be changed and increased to a rate reflecting the fair market
value of the premises as determined by an appraisal of the property.
d. All rental payments are to be made annually on each and
every January 17th during the term of the lease or in advance.
5. Indemnification by Lessee. The Lessee covenants and agrees
with Lessor that during the entire term of the Lease, the Lessee will
indemnify and save harmless the Lessor against any and all claims,
debts, or obligations which may be made against the Lessor or against
the Lessor's title in the premises, arising by reason of, or in
connection with, any alleged act or omission of the Lessee or any
person claiming under, by, or through the Lessee; and if it becomes
necessary for the Lessor to defend any action seeking to impose any
such liability, the Lessee will pay the Lessor all costs of court and
attorney's fees incurred by the Lessor in effecting such defense in
addition to any other sums which the Lessor may be called upon to pay
by reason of the entry of a judgment against the Lessor in the
litigation in which such claim is asserted.
6. No Lien. All persons to whom these presents may come are
put on notice of fact that the Lessee shall never, under any
circumstances, have the power to subject the interest of the Lessors
in the premises to any mechanics' or materialmen's liens or lien of'
any kind, unless a specific provision to the contrary
FJ
Military Glider Lease
Page 4
authorizing in specific terms the creation of such lien or liens, is
elsewhere herein contained.
7. Right to sublease or assign. The Lessee may sublet all or
portions of the leased premises for the remainder of the term with
the approval of the Lessor and which the Lessor shall not
unreasonably withhold, provided the business or occupation of the
sublessee or assignee is not inconsistent with the operation of the
Terrell Municipal Airport.
8. Right of first refusal. Lessee agrees and covenants that
the Lessor will be given the right of first refusal to buy or lease
the improvements from Lessee during the term of the Lease.
9. Termination. This lease is subject to termination by the
Lessor upon the following terms and conditions:
a. Lessee's failure to pay rent in a timely manner.
b. Lessee's failure to begin making improvements to the
premises within 6 months from January 17, 1990.
10. Lessee's acceptance of premises. Lessee agrees to accept
the premises in its existing condition.
11. Use of premises. Lessee may use the premises for a museum,
including the right to store aircraft on the premises, whether
operational or not, take -off and land aircraft at the Terrell
Municipal Airport, erect displays and exhibits of aircraft for
public view; Lessee may use the premises for other purposes not
inconsistent with the operation of the Terrell Municipal Airport with
Lessor's approval.
It
Military Glider Lease
Page 5
12. Lessee's right to improve. The Lessee shall have the
right, from time to time, to make alterations and improvements to the
leased premises as shall be reasonable and necessary in Lessee's
judgment for the Lessee's conduct of its business thereon, provided
that Lessor be notified in advance and given the opportunity to
approve of Lessee's alteration or improvements.
13. Lessee shall be required to furnish to the Lessor a
Certificate of Insurance on the improvements placed on the premises.
14. Lessee shall pay all utility connection fees and utility
charges to all the premises.
15. The Lessee, for itself, its personal representatives,
successors in interest, and assigns, as a part of the consideration
hereof, does hereby covenant and agree as a covenant running with the
land that in the event facilities are constructed, maintained, or
otherwise operated on the said property described in this lease for a
purpose for which a DOT program or activity is extended for another
purpose involving the provision of similar services or benefits, the
Lessee shall maintain and operate such facilities and services in
compliance with all other requirements imposed pursuant to 49 CFR
Part 21, Non-discrimination in Federally Assisted Programs of the
Department of Transportation, and as said Regulations may be amended.
16. The Lessee, for itself, its personal representatives,
successors in interest, and assigns, as a part of the consideration
hereof, does hereby covenant running with the land that. (1) no
AP
Military Glider Lease
Page 6
person on, the grounds of race, color or national origin shall be
excluded from participation in, denied the benefits of, or be
otherwise subjected to discrimination in the use of said facilities,
(2) that in the construction of any improvement on, over, or under
such land and the furnishing of services thereon, no person on the
grounds of race, color, or national origin shall be excluded from
participation in, denied the benefits of, or otherwise be subjected
to discrimination, (3) that the Lessee shall use the premises in
compliance with all other requirements imposed by or pursuant to 49
CFR Part 21, Nondiscrimination in Federally Assisted Programs of the
Department of Transportation, and as said Regulations may be amended.
17. This lease will replace the lease entered into by these
parties on January 17, 1983.
ATTEST
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B BBY BTSHO , CI SECTAR_Y_
LESSOR:
CITY OF TERRELL
L. LINDSEY,
APPROVED AS -TO LEGALITY AND FORM:
MAR •GA LER SEY
CITY ATTORNEY, CITY OF TERRELL
Resolution No. 2000-RO339
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SILENT WINGS MUSEUM PROPOSAL
Design & Construction Funding
City of Lubbock
HUD grant $323,750
General fund 235,000
Airport operating fund 12,550
Silent Wings Museum
$571,300
327,000
TAHFI 101,700
Total Building $1,000,000
EXHIBITS
Fund-raising campaign $800,000
City of Lubbock 200,000
Total Exhibits
EEXHIBIT
7:
$1,000,000
Resolution No. 2000-80339
FIT F77
ARTICLES OF INCORPORATION in the l]f'._4 of rhe
5raorerary of `_craw of Tr;,,Ln
OF
THE MILITARY GLIDER PILOTS ASSOCIATION, INC. MAR 13 1979
We, the undersigned natural persons of at least the age of twenty-one y . ��
all of whom are citizens of the State of Texas, acting as incorporators of the Cor orat on
under the Texas Nonprofit Corporation Act, do hereby adopt the following �s�sToratitm omsio,
Incorporation for such corporation.
ARTICLE I
The name of the corporation is: The Military Glider Pilots Association. Inc.
ARTICLE II
The corporation is a nonprofit corporation.
ARTICLE f 11
The period of its duration is perpetual.
ARTICLE IV
The purpose or purposes for which the corporation is organized are as follows:
1- To establish and develop a museum to be known as the Military Glider Pilot
Museum.
2_ To provide facilities and to raise funds for the restoration of military gliders of
the Worid War II era that were developed by the United States and other countries. To
obtain, secure, acquire, restore and/or rebuild both glider and powered aircraft that would
have educational and historical significance to the general public and that would have special
interest to the World War II military glider pilot program.
3. To collect, preserve, acquire, secure and otherwise obtain items of a historical
nature including artifacts and memorabilia pertaining to the World War 11 glider training
and combat experience of the glider pilots of the World War 11 era, To extend such
collections into other areas of World War 11 that would have historical significance and
which would be of interest to the general public.
4- To develop and provide the necessary facilities for the display of all restored
gliders and aircraft associated with the glider pilot program, plus other aircraft of the era,
and all other items of a historical and educational nature that would be associated with
or be of interest to the aforesaid program, and to raise funds necessary for the establish-
ment of such facilities.
5_ To receive and maintain a fund or funds of real or personal ,property or both,
and. subject to the restrictions and limitations hereinafter set forth, to use and apply the
whole or any part of the income therefrom and the principal thereof exclusively for chari-
table, religious, scientific, literary, or educational purposes either directly or by contri-
butions 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 herein-
after be amended.
ARTICLE V
No part of the net earnings of the corporation shall inure to the benefit of, or be
distributable to, its members, trustees, officers, or other private persons except that the
corporation shall be authorized and empowered to pay reasonable compensation for ser-
vices rendered and to make payments and distributions in futherance of the purposes
set forth in Article IV hereof. 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 publishing or distribution
of statements) any political campaign on behalf of any candidate for public office- Not-
withstanding any other provisions of these articles, the corporation shall not carry on any
other activities not permitted to be carried on (a) by a corporation exempt from Federal
income tax under section 501 (c)(3) of the Internal Revenue Code of 1954 (or rhe corres-
ponding provisions of any future United States Internal Revenue Law or (b) by a corpo-
ration, contributions to which are deductible under section 170 (c)(2) of the Internal
Revenue Code of 1954 (or rhP corresponding provision of any future United States Internal
Revenue Law).
EXHIBIT
I D -
_f.
ARTICLE VI
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 corresponding provisions of any subsequent
Federal tax law.
ARTICLE VII
The corporation shall not engage in any act of selfdpaling as defined in Section 4941
(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent
Federal tax laws.
ARTICLE VIII
The corporation shall not retain any excess business holdings as defined in Section
4943 (c) of the Internal Revenue Code of 1954, or corresponding provisions of any sub-
sequent Federal tax laws -
ARTICLE IX
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 provisions
of any subsequent Federal tax laws.
ARTICLE X
The corporation shalt not make any taxable expenditures as defined in Section 4945
(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent
Federal tax laws.
ARTICLE XI
Upon the dissolution of the corporation, the Board of Directors shall, after paying or
making provisions for the payment of all the liabilities of the corporation, dispose of all
the assets of the corporation exclusively for the purposes of the corporation in such man-
ner, or to such organization or organizations organized and operated exclusively for Chari-
table, educational, -religious, or scientific purposes as shall at the time qualify as an exempt
organization or organizations under section 501 (c)(3) of the Internal Revenue Code of
1954 (or the corresponding provisions of any future United States Internal Revenue Law),
as the Board of Directors shall determine. Any such assets not so disposed of shall be dis-
posed of by the Court of Common Pleas in the county in which the principal office of the
corporation is then located, exclusively for such purposes or to such organization or organi-
zations, as said Court shall determine, which are organized and operated exclusively for such
purposes.
ARTICLEXI I
The street address of the initial registered office of the corporation is 7038 Northaven
Road, Dallas, Texas 75230, and the name of its initial registered agent at such address is
William K. Horn.
ARTICLE X111
The number of directors constituting the initial Board of Directors shall be three (3)
and the names and addresses of the persons who are to serve as the initial directors are:
William K_ Horn 7038 Northaven Road, Dallas, Texas 75230
Frank L. Kehr 1516 Corinth Street, Dallas, Texas 75215
J. S. Ford 2205 Sheraton Drive, Carrollton, Texas 75006
ARTICLE XIV
The name and street address of each Incorporator is:
William K. Horn 7038 Norshaven Road, Dallas, Tee
Frank L. Kehr 1516 Corinth Street, Dallas, Texas 75215
J. a. Ford 22105 Sheraton Drive, Carrollton, Texas 75006
ARTICLE XV
The Board of Directors of the nonprofit corporation shalt have the power to change,
amend, and adopt By-laws of the corporation.
IN WITNESS WHEREOF, we have hereunto set our hands on this —Lr``day of
. 1979.
William -K
tom• 'Z � �' ~` 1C,��-/��--�` —"/��.
Frain k.t. e r
r J- S. Ford
THE STATE OF TEXAS
COUNTY OF DALLAS
1 • 4't'�eL' /�/�,+/ -f __. , a notary public, do hereby certify that on this
day of-C{1u/''' 1979, personally appeared before me William
K. Horn, Frank L. Kehr, and J. B. Ford, who, each being by me first duly sworn, severally
declared that they are the persons who signed the foregoing document as incorporators,
and that the statements therein contained are true_
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.
NOTARY PUBLIC IN AND FOR
DALLAS COUNTY, TEXAS
Corporations Secrion
P.O. Sox 13697
Au °ijn. Tczas 78711-3697
-�r
E
Office of the Secretary of State
FAX TRAM , I AL C Q VER SHEET
TO:
FROM: OFFICE OF THE SECRETARY OF STA'T'E
CORPORATIONS SECTION
CERTIFYING TEAM
NU"iVIBER, OF PAGES SENT:
Dear Customer:
Elcon Bartter
Secretary or5c=d
Attached are the copies which you requested be transmitted to you by fa -Y. If there is any
problem with the transmissiou, please call (512) 463-5578. Unless you requested otherwise,
the copies and/or original certificates will be mailed to you along with our inPoice. Please
allow 3 to 7 working days for receipt.
Come mar ut air the Interner 0 ltrrp.//—*-.sos.rmte•ir.L.rf
(JTZ) +b3-JSSS FAX (x12)563-5709 TTY (800) 735-:989
CFFf CCIUAL V079NZ (r Z aur 1 ZR 3E�\L3=C
Resolution No. 2000-80339
THE MILITARY GLIDER PILOTS ASSOCIATION, INC.
THE SILENT WiNGS MUSEUM
TO THE MEMBERS OF THE VOTING REGISTER:
The Board of Directors and members of the Voting Register of the Milit�u Glider Pilots Association, Inc., have
been attempting since before 1995 to select a permanent location for tho Silent Wings Museum. In February of
this year, we mailed out ballots to the membership of the Voting Register, requesting you to select a proposed
site among the candidates of Lubbock, Pima, Terrell, and Little Pock. Tl -e results of the voting were; Lubbock,
18g votes; Pima, 154 votes; Terrell, 107 votes; and Little Rock, 97 votes
After the candidate organizations were informed of the results of the election,'Pima sent an unsolicited letter
withdrawing itself from further consideration, citing other opportunities which they desired to pursue. The Board
of Directors proceeded on the basis that since Lubbock had received the largest number of votes, it was
therefore the selection of the Voting Register and Lubbock was announced as the site selected. The Lubbock
organization held a press conference and began fund raising efforts.
A few individual members, representing themselves in one instance to be a "ver, active, well-informed, and
well-financed group" have argued to the Direcfcrs and directly to the Lubbock organization and to some
members of the Voting Register that although Lubbock received the largest number of votes, the Lubbock
location did not receive a majority of the votes of the members. They argue that because the Lubbock location
did not receive over 5091a of the total votes cast, the Museum cannot be moved to Lubbock. ('At least two
individuals have written letters to leaders involved with the Lubbock museum organization both stating this point
of view and mentioning filing law suits. It is the opinion of this board that because both these letters mentioned
filing suits, the Lubbock organization has all but ceased its fund raising efforts.
Accordingly, instead of spending more time and precious funds arguing the validity of the last vote, the
Board of Directors is seeking a clear majority vote of the Voting Register in favor of one location. This is
intended to eliminate all arguments, and to get on with the process to locate the permanent museum.
Enclosed with this letter is a postcard mail ballot. The ballot calls for a selection between Lubbock and Terrell,
the two highest "vote -getters" since Pima has withdrawn from further consideration. The Little Rock location will
be considered should the Board of Directors be unable to reach an accord with either Lubbock or Terrell.
Please be advised that under the Texas Miscellaneous Corporation Laws Act, proxies previously given
can be revoked. The Board of Directors would like to know the preferences of each individual member if
possible and have drafted a ballot so that unless the proxy language is marked out, signing and returning the
ballot will revoke any revocable proxy the member may have previously given.
Please mark and sign your ballot and return it so that it is received in our office by November 17, 1998.
Ballots received after that data will not be counted.
THE MIUTARY GLIDER PILOTS ASSOCIATION, INC.
THE SILENT WINGS MUSEUM
James M. Cooksey, Secretary -Treasurer
D� /r ctor771
1 ,
EXHIBIT
E
:tors
Vesting Ke•;i�tt=r li..�llcsy
The SILENT WINGS MUSEUM 1998 FINAL RELOCATION BALLOT
I vote for the following as my preferred permanent location of the SILENT WINGS
MUSEUM of the Military Glider Pilots Association, Inc., (revoking all proxies previously
signed by me).
My Site LUBBOCK TERRELL
Selection Choice
(Select One %/) 1
Name: Member No.
Signature: Date:
Please indicate your choice and return ballot on or before November 17, 1998. The
Board of Directors of the SILENT WINGS MUSEUM and the MGPA, Inc., appreciate your
co-operation and participation in this all-important procedure.
All ballots must be signed and the member clearly identified to be counted. Ballots
received after November 17, 1998 will not be counted.
SILENT WINGS MUSEUM
of dho
MILITARY GLIDER PILOTS ASSOCIATION, INC,
119 SILENT WINGS BOULEVARD
P. O. BOX 775
Terrell, Texas 75160
(972) 563-0402
November 20, 1998
To: Mr. Frank L Kehr, Chairman
Members of the Museum Board
Subject: Relocation Site Selection Vote Certification
A certlfled and official count of the ballots received as of November 17, 1998' was made on
November 20 in accordance with the Information supplied to the voting register members with the
mail ballots regarding the deadline for return of ballots. The results are as listed below:
LUBBOCK
TERRELL
Ballots returned with no valid choice indicated
Total valid ballots retumed
Percent of total ballots which were returned
Certification Parcel:
.lames M. Cooksey
Secretary of Museum Board
Frank L Kehr, h�irman
Museum Board of Directors
289
107
(72.98%)
(27.02%)
396
(100%)
8
(0.03%)
404
69.77%
William K. Horn
Vita Chairman, Musgtutf Board
Michael J. Samok
National Chairman
Executive Council
955 Lexington Ave.
New York, NY 10021
A. W. Jennings
Vice Chairman
Executive Council
101 S. Crestview Terr. x2
Big Fork, MT 59911
S. Tipton nandolph
National Secretary
Executive Council
21 Phyllis Road
Freehold, NJ 07728,1605
George Theis
National Treasurer
Executive Council
5020 Vista Det Sur P1.
Colorado Springs, Co 8o919
Charles J. Anderson
National Wing Commander
Executive Council
stat NE 121 st Ave. Apt. 64
Vancouver, WA 96682-6620
Edward D. Shaw
Exocutive Council
602-C Waterway Village Blvd,
Myrtle Beach, SC 29579
John de Lorenzi
Executive Council
1500 Mass. Ave. NW Apt, 425
Washington, DC 20005.1624
Emil Douglas Flynn
Executive Council
0501 40111 St.
Snyder, TX 79549
Bernard G. Parka
Executive Council
21250 Twining Ave.
Riverside, CA 92518
Miles C. Wegner
National Historian 3
Public Director
215 East River Rd.
Tuscon, AZ 85704
Virginia H. Randolph
Nalional Reunion Secretary
Phyllis Road
Frec cold, NJ 07728.1605
%%op"
Resolution No. 2000-80339
National World War II
Glider Pilots Association Inc.
Resolution
BE IT RESOLVED BY THE WORLD WAR GLIDER PILOTS
ASSOCIATION INC.
THAT Michael J. Samek Executive Council Chairman and WWII
Glider Pilots Association Representative to the Silent Wings Museum
Board is hereby authorized to execute for and on the behalf of the
WWII Glider Pilots Association Inc. transfer of all Glider Pilot
Association Property. This includes property now on display or in
Storage at the museum location in Terrell, TX. This includes items
that may be in temporary storage at other locations.
Passed by the membership 30th day of September at the annual meeting
of the World War Glider Pilots Association Inc.
Attest
S. Ti on Randolph
National Secretary
EXHIBIT
1
Michae' Samek
National Chairman
Resolution No. 2000-RO339
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to
execute for and on behalf of the City of Lubbock, an agreement with the Military Glider Pilots
Association, Inc., the National World War 11 Glider Pilots Association, Inc., and the Texas
Aviation Heritage Foundation, Inc, entitled "Silent Wings Museum Agreement," and related
documents. Said agreement is attached hereto and incorporated in this resolution as if fully set
forth herein and shall be included in the minutes of the City Council.
Passed by the City Council this day of , 2000.
Kaythie Darnell, City Secretary
APPROVED AS TO CONTENT;
Mark Earle, Director of Aviation
APPROVED AS TO FORM:
Linda Chamales, Supervising Attorney
ccdocs/S ilent W ingsMuseum. res
Nov 17, 2000
WINDY SITTON, MAYOR
Resolution No. 2000-RO339
TEXAS AVIATION HERITAGE FOUNDATION, INC.
Minutes
November 9, 2 iXBoard
1. Meeting called to order at 4:30 p.m. by Chairman, R y T/Gri �Room of Morgan
Stanley Dean Witter, Lubbock, TX.
MEMBERS PRESENT: Allen Todd, Roy Grimes, Larry Goldston, Edgar Murphy, Phil Price, Jim
Reckner.
MEMBERS ABSENT: Eddie Dixon, Gary Lawrence, Fred Volker.
EX -OFFICIO MEMBERS PRESENT: John Buesseler, Judy Stocks
GUEST PRESENT: Walker Metcalf
2. TAHFI procedures regarding election and/or reappointment of Board members were discussed.
Board members whose term will end on 12-31-00, are Jim Reckner, Phil Price, and Gary Lawrence.
Roy Grimes explained that he had contacted each of them and they had all agreed to serve again as
Board members. It was his thought that we could waive the election and reappoint these three
members to the Board without going through the time and expense of an election. Dr. Buesseler
explained the history of how the first 9 people were placed on the Board of Directors by the
Organizing Committee and expressed concern that the TAfM Board would become self-perpetuating
and we would lose the dynamics of the membership. It was agreed by all members that a Nominating
Committee of 2 Board members and 3 at -large members would be appointed by Roy Grimes. Roy
Grimes appointed Larry Goldston as Chairman along with Edgar Murphy from the Board and Judy
Stocks, John Buesseler, and Eldon Turner from the membership to serve as the Nominating
Committee.
3. It was agreed that the Board communicate with the TRIM membership in the form of newsletter
or memo at least twice a year, keeping everyone informed as to the progress of projects that the
TAHFI Board is working on.
4. Discussion of Christmas Cards was placed before the Board. Dr. Buesseler agreed to pay for the
cards and TAHFI could pay for the postage. Dr. Buesseler will get the cards ordered and will be given
to Ann Kendrick for mailing.
S. The Board unanimously agreed that Roy Grimes be given authorization to sign the City of
Lubbock/Silent Wings/TAHFI agreement when ready.
6. The Nominating Committee will have names of nominees available to put on ballot, Phil Price will
compose an update letter to the membership, Larry Goldston will compose short paragraph seeking
donations of stock to TAHF1 before the first of the year, and Roy Grimes will compile this along with
ballots for election of Board of Directors. All of this will then be forwarded to Ann Kendrick for
mailing to the membership by November 17, 2000.
7. Mark Earle's presentation will be at the next meeting of the Board sometime early in December,
2000.
8. The meeting was adjourned at 5:30 p.m. EXHIBIT