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HomeMy WebLinkAboutResolution - 6220 - Approving Creation Of Lubbock Educational Facilities Authority Inc - LCU - 02/25/1999Resolution No. 6220 Item No. 48 February 25, 1999 RESOLUTION A RESOLUTION APPROVING THE CREATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC.; APPROVING THE ARTICLES OF INCORPORATION AND BYLAWS THEREOF; APPOINTING DIRECTORS TO THE CORPORATION; APPROVING THE ISSUANCE OF BONDS BY SUCH CORPORATION TO ASSIST LUBBOCK CHRISTIAN UNIVERSITY; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT. WHEREAS, Section 53.35(b) of the Texas Education Code, as amended, authorizes the creation and organization of nonprofit educational facility corporations to act as duly constituted authorities and instrumentalities of cities for the purpose of aiding institutions of higher education, secondary schools, and primary schools in providing educational facilities and housing facilities and facilities incidental, subordinate or related thereto or appropriate in connection therewith; and WHEREAS, the Higher Education Authority Act, Chapter 53, Texas Education Code (the "Act"), authorizes such nonprofit educational facilities corporations to issue revenue bonds and notes and to utilize the proceeds from the sale of such obligations to pay all or a part of the cost of one or more projects pursuant to the provision of the Act; and WHEREAS, in order to promote and carry out the public purposes set forth in the Act, the City Council (the "Governing Body") of the City of Lubbock, Texas (the "City"), has determined to approve the creation of a nonprofit corporation under the Act to be designated and known as Lubbock Educational Facilities Authority, Inc. (the "Corporation"); to approve the proposed Articles of Incorporation and Bylaws of the Corporation; to appoint the directors of the Corporation; to approve the issuance of bonds by the Corporation to assist Lubbock Christian University (the "University"); and to take certain related actions set forth more fully hereinafter; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK THAT: SECTION I . The Governing Body of the City of Lubbock hereby finds, determines, recites and declares that it is in the public interest and to the benefit of the City's residents and the citizens of the State of Texas that the Corporation be created to promote and develop new, expanded or improved educational facilities and housing facilities; that the creation and organization of the Corporation under the Act as a duly constituted authority and instrumentality of the City is hereby approved and that the Corporation is hereby authorized to act on behalf of the City for the limited and public purposes of acquiring, leasing, constructing, enlarging, extending, repairing, renovating, operating, maintaining, furnishing, equipping, financing, refinancing, or otherwise improving educational facilities and housing facilities and facilities incidental, subordinate, or related thereto or appropriate in connection therewith. 02 2,0 SECTION 2. The Governing Body of the City hereby approves the Articles of Incorporation of the Corporation in substantially the form attached hereto as Exhibit "A", and authorizes the incorporators of the Corporation to file such Articles of Incorporation with the Secretary of State of the State of Texas in the manner provided in the Act; and the Governing Body of the City hereby approves the initial Bylaws of the Corporation in substantially the form attached hereto as Exhibit "B", and authorizes and directs the Board of Directors to adopt and utilize such Bylaws. SECTION 3. The Governing Body of the City hereby finds, determines, recites and declares that the creation and organization of the Corporation will serve a valid public purpose of aiding institutions of higher education, secondary schools, and primary schools in providing educational facilities and housing facilities and facilities incidental, subordinate or related thereto or appropriate in connection therewith, in accordance with and subject to the provisions of the Act. SECTION 4. The Governing Body of the City shall appoint an initial seven member board of directors to serve one or two year terms, as selected by the drawing of lots. The term of four of these appointees will expire on the first day of January, 2001, and thereafter the terms of appointees to these positions will expire on the first day of January of every uneven numbered year. The term of the first appointees to the remaining three positions will expire on the first day of January, 2000, and thereafter the terms of appointees to these positions will expire on the first day of January of every even numbered year. Each director will hold office for the duration of the term for which he or she is appointed and until his or her successor is appointed. The term of office for the first 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 numbered year. The term of the first appointees to the even numbered positions on the 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. Each director will hold office for the duration of the term for which he or she is appointed and until his or her successor is appointed. SECTION 5. The Governing Body of the City hereby approves the issuance of revenue bonds by the Corporation in an amount not to exceed $12,000,000 to (1) obtain funds for Lubbock Christian University to finance or refinance the cost of constructing, renovating, acquiring, and equipping educational facilities, housing facilities, and facilities incidental, subordinate, or related thereto or appropriate in connection therewith, including: renovation of three existing residence halls, construction of new student residence facilities, construction of a multi -use center to be known as Rip Griffin Center, and refinancing of existing debt used to acquire, construct and improve existing educational and housing facilities on the Lubbock Christian University campus, (2) set aside certain funds for the OA Uz c payment and security of the Bonds, and (3) pay certain expenses in connection with issuance of the bonds. SECTION 6. The Mayor and City Secretary are hereby authorized and directed to execute the Approval Certificate, a copy of which is attached hereto as Exhibit "C," upon review of the results of a public hearing conducted by the Corporation concerning the above- described project, and to deliver certified copies of this resolution and the Approval Certificate to the Corporation. SECTION 7. The Governing Body of the City hereby finds, determines, recites and declares that the obligations of the Corporation shall not be deemed an indebtedness, liability, general, special or moral obligation or pledge or loan of the faith or credit or taxing power of the State of Texas, the City or any other political subdivision or governmental unit, nor shall such obligations constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction, or an agreement, obligation or indebtedness of the City or the State of Texas within the meaning of any constitutional or statutory provision whatsoever. SECTION 8. The Governing Body of the City hereby finds, determines, recites and declares that it is the purpose, intent and desire of the City in approving the creation of the Corporation and its Articles of Incorporation and Bylaws, that such actions comply with the requirements of the Internal Revenue Code of 1986, as amended and the Treasury Regulations and Internal Revenue Service rulings promulgated thereunder, to the end that the Corporation shall be deemed to be a duly constituted authority acting on behalf of the City pursuant to the Act and that any bonds or note issued by the Corporation shall be considered issued on behalf of the City by a duly constituted authority of the City empowered to issue such bonds or notes. SECTION 9. The Governing Body of the City hereby finds, determines, recites and declares that, notwithstanding that the Corporation shall be a duly constituted authority of the City, it is not intended to be nor shall it ever be deemed to be a political subdivision or municipal or political corporation of the State of Texas within the meaning of any constitutional or statutory provisions, including without limitation, Article III, Section 52 and Article XI, Section 3 of the Texas Constitution. SECTION 10. By the adoption of this Resolution, the City assumes no responsibility for any costs or expenses incurred in connection with the issuance of any obligations by the Corporation to finance and/or operate its program. SECTION 11. The Governing Body of the City has considered evidence of the posting of notice of this meeting and officially finds, determines, recites and declares that a sufficient written notice of the date, place, and hour of this meeting and of the subject of this resolution was posted for at least seventy-two (72) hours before this meeting was convened; that such notice was posted on a bulletin board located at a place convenient to the general public in the City Hall of the City of Lubbock, Texas; that such place was readily accessible 3 bzz-c to the general public at all times from the time of each such posting until this meeting was convened; and that this meeting has been open to the public at all times during which this resolution and the subject matter thereof has been discussed, considered and formally acted upon; all as required by the Open Meetings Act, Chapter 552, Texas Government Code, as amended. The Governing Body of the City further ratifies, approves and confirms such written notice and the contents and posting thereof. SECTION 12. Should any portion or part of this resolution be held for any reason to be invalid or unenforceable, the same shall not be construed to affect any other valid portion hereof, but all valid portions hereof shall remain in full force and effect and to this end all provisions of this resolution are hereby declared to be severable. SECTION 13. To the extent of any inconsistency, this resolution shall supersede any prior ordinances, resolutions or actions of the Governing Body of the City, and the Governing Body hereby revokes any previous actions taken by it to request a non-profit corporation to act on its behalf under the Act. SECTION 14. This resolution shall be passed finally on the date of its introduction and shall take effect immediately upon its passage. PASSED AND ADOPTED this 25'h day of February , 1999. JA �DZA oto i 2m. /. 012"I � ai&L b2= Kaythie arnell, City Secretary APPROVEDj���A/S TO CONTENT: Debra Forte, First Assistant City Manager APPROVED AS TO FORM: L -I �' L!$e+ Anita Burgess, City Attorney da/ccdocsifteducfac. res February 18, 1999 Resolution No. 6220 Item No. 48 February 25, 1999 ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. 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 adopt the following Articles of Incorporation therefor: ARTICLE I The name of the corporation is LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. (the "Corporation"). ARTICLE II 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 III 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 1 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 Bylaws of the Corporation. \tel _ 41A DI iA 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 registered agent at such address is ARTICLE VII and the name of the initial 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 Bylaws of 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 first 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 INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 2 numbered year. The term of the first appointees to the even numbered positions on the 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 ordinance of the Governing Body of the City. All vacancies, from whatever cause, shall be filled by the Governing Body of the City. ARTICLE VIII 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 AUTHORITY, INC. Page 3 NAME ADDRESS Position No.1 Louis Murfee, lI P.O. Box 10313, Lubbock, TX 79408 Position No. 2 ,Tim Morris 1500 Broadway, Ste 1101, Lubbock, TX 79401 Position No. 3 Joe Mayes 4601 50th St., Ste 206, Lubbock, TX 79414 Position No. 4 Neriman Guven 1901 University Ave., Lubbock, TX 79410 Position No. 5 Position No. 6 Walker Metcalf 2206 Broadway, Lubbock, TX 79401 Position No. 7 Michael Ward 4102 24th St., Lubbock, TX 79410 ARTICLE X The name and street addresses of the incorporators are as follows: NAMEADDRES S B19 -CAS :D J)r-a B rortL'1625 13�' Street ANITA BURGESS P. O. Box 2000 BETSY BUCY Lubbock, TX 79457 ARTICLE XI The Governing Body of the City has duly adopted an ordinance ordering the creation of the Corporation, approving the form of these Articles of Incorporation, and authorizing ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 4 the Corporation to act on its behalf and as its duly constituted authority and instrumentality to further the public purposes provided in the Act, in the Ordinance and in these .Articles of Incorporation. These Articles of Incorporation may at any time and from time to time be amended by either of the following 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, specifying in such application the amendment proposed to be made, and if the Governing Body finds and determines that it is advisable that the proposed amendment be made 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 Board of Directors to amend the same whereupon the Board of Directors shall amend the same by filing articles of amendment with the Secretary of State. ARTICLE XIII 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 or corporation, except that in the event sufficient ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 5 provision has been made for the full payment of the expenses, bonds and other obligations 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 otherwise 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 opposition 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 fully paid or payment provided for, the members of the Board 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 same limitations provided in the first 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 INCORPORATION OF LUBBOCK EDUCATIONAL. FACILITIES AUTHORITY, INC. Page 6 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, substitutes therefor, 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. r Debra Forte, Incorporator Anita Burgess, Incorporator 4—Aol� )& S:�� Betsy Bucy, Incorporator ARTICLES 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 certify that on this �))nd day of - Qhraaf, 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 hereunto set my hand and seal the date and year above written. - Notary Public, State of Texas My Commission Expires: U1 /6313C0 SEAL ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 8 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 O/3 , 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, I have hereunto set my hand and seal the date and year above written. nt✓ Notary Public, 9tate of Texas My Commission Expires: SEAL /� "' •:1W RINE RA '0' f t� Puhlic, State of T.xa9m�ssion Expires 3 la 99 ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 9 THE STATE OF TEXAS § COUNTY OF LUBBOCK § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this _qday of /-P]D , 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. Notary Public, State of Texas My Commission Expires: SEAL Jt,,PY P4 - ,A r „ VICKIE DARLENE DUNN Notary Public, State of Texas ' OF std My Commiggion Expires 01.20.2002 AB/cityatt/articles-Ibkeduefac. doc February 18, 1999 ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 10 BYLAWS OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. ARTICLE I POWERS AND PURPOSES SECTION 1.1. Financia of f Projects. In order to implement the purposes for which the Lubbock Educational Facilities Authority, Inc. (the "Corporation") was formed, as set forth in the Articles of Incorporation, the Corporation may issue revenue bonds to provide funding for all or part of the cost of one or more projects pursuant to the provisions of Section 53.35(b), Texas Education Code, as amended. The Corporation may also refinance any educational or housing facility acquired, constructed, or improved hereunder.. SECTION 1.2. Use of Obligation proceeds. The proceeds of any notes, bonds or other obligations of the Corporation shall be used purely for secular purposes. SECTION 1.3. Approval of Issuance of Obligation . No issue of bonds, including refunding bonds, shall be sold and delivered by the Corporation without a written ordinance or resolution of the governing body (the "Governing Body") of the City of Lubbock (the "City") approving the issuance of the bonds. The Corporation, at least fourteen (14) days prior to the issuance of any bonds, notes or other obligations, shall provide to the City a full and complete description of any educational or housing facilities, or facilities which are incidental, subordinate or related thereto or appropriate in connection therewith, the cost of which is to be paid in whole or in part from the proceeds of such obligations of the Corporation, together with a full and BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page I complete description of the obligations issued in connection therewith and an explanation of the projected costs of and the necessity for such proposed facility. All of the information deposited or required to be deposited by this Section shall be public information open to public inspection. SECTION 1.4. Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors (the "Board of Directors") and committees having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by any director or his agent or attorney at any reasonable time; and at all times the Governing Body of the City will have access to the books and records of the Corporation. SECTION 1.5. Nonprofit Corporation. 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 or corporation, except that in the event sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the Corporation, then any net earnings of the Corporation thereafter accruing shall be paid to the City. SECTION 1.6. Erect of Articles of Incorporation and Ordinance. The affairs of the Corporation shall at all times be conducted in a manner subject to and in compliance with the provisions and requirements of the Articles of Incorporation of the Corporation and the Ordinance of the City ordering its creation. BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. page 2 ARTICLE II SECTION 2.1. Powers, Numbers and Term of _Office. The property and affairs of the Corporation shall be managed and controlled by the Board of Directors, and subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws, the Board of Directors shall exercise all of the powers of the Corporation. The Board of Directors shall consist of seven directors, each of whom shall be appointed by the Governing Body of the City. The directors constituting the first Board of Directors shall be those directors named in the Articles of Incorporation. Each director appointed to the Board shall be appointed to a designated and numbered position on the Board. The term of office for the first 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 numbered year. The term of the first appointees to the even numbered positions on the 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. Each director will hold office for the duration of the term for which he or she is appointed and until his or her successor is appointed by the Governing Body of the City. No officer or employee of the City is eligible for appointment as a director. BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 3 Any director may be removed from office at any time, with or without cause, by ordinance of the Governing Body of the City. All vacancies, from whatever cause, shall be filled by appointment by the Governing Body of the City. SECTION 2.2. Meetings of Directors. The Board of Directors may hold its meetings at any place or places in the State of Texas as the Board of Directors may from time to time designate; provided that, in the absence of any such designation by the Board of Directors, the meetings shall be held at the registered office of the Corporation in the State of Texas. SECTION 2.3. Regular Meetings. Regular Meetings of the Board of Directors shall be held at such times and places as shall be designated, from time to time, by resolution of the Board of Directors, a copy of which shall be delivered to the Mayor of the City and with such notice as may be required from time to time by law. SECTION 2.4. Special Meetings. Special Meetings of the Board of Directors shall be held whenever called by the President, by the Secretary, or by a majority of the Governing Body of the City. At least three (3) days prior to any meeting, the Corporation shall notify the Mayor of the City that such meeting is to be held and the purpose(s) thereof. The Secretary shall give notice to each director of each Special Meeting in person, or by mail, telephone or facsimile, at least three (3) days before the meeting. SECTION 2.5. Public Hearings. Public hearings required under Section 147 of the Internal Revenue Code of 1986, as amended, may be called and conducted by any officer or director of the Corporation as may be designated in writing by the president of the BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 4 Corporation, and such officer or director may establish the date, place and time of the hearing and may give notice of the hearing. SECTION 2.6. Quorum. At all meetings of the Board, the presence of at least a majority of directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by these Bylaws or by law. If a quorum shall not be present at any meeting of the directors, the directors present thereat may recess the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present, subject to compliance with all applicable law. SECTION 2.7. Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board of Directors may determine. At all meetings of the Board of Directors, the President shall preside, and in the absence of the President, the Vice President shall exercise the powers of the President. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer, subject to the first paragraph of Section 3. 1, may appoint any person to act as secretary of the meeting. SECTION 2.8. Executive Committee. The Board of Directors, by resolution passed by a majority of the directors in office, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 5 resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except where action of the Board of Directors is specified by law or by the Articles of Incorporation. The executive committee shall act in the manner provided in such resolution. The executive committee so designated shall keep regular minutes of the transactions of its meetings, shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation and shall file such minutes with the Board of Directors from time to time. SECTION 2.9. Compensation of Directors. Directors as such shall not receive any salary or compensation for their services, except that they may be reimbursed for their actual expenses incurred in performing such services. ARTICLE III OFFICERS SECTION 3.1. Titles and Term of Office. The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other officers as authorized by these Bylaws. Only the offices of secretary and treasurer may be combined. The Board shall elect from among its members a president and a vice president and shall elect a secretary and a treasurer who may or may not be directors. In the absence of the Secretary, any officer other than the President may act in the Secretary's place. Terms of officers shall not exceed two years. All officers shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the entire Board of Directors. BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 6 A vacancy in the office of any officer shall be filled by a vote of a majority of the Directors. SECTION 3.2. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and a member of the Board of Directors and, subject to the approval of the Board of Directors, he shall be in general charge of the properties and affairs of the Corporation. He shall preside at all meetings of the Board of Directors at which he is present and sign all resolutions passed at those meetings. The President has the same right to vote on all matters as other members of the board. In furtherance of the purposes of this Corporation, the President may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where signing and execution thereof shall be expressly delegated by the Board or the City to some other officer or agent of the Corporation. The President shall be an ex -officio member of all standing committees, shall have general supervision of the management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. SECTION 3.3. Vice President. The Vice President shall have such powers and duties as may be assigned by the Board of Directors and shall exercise the powers of the President during that officer's absence or inability to act. Any action taken by the Vice BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 7 President in the performance of the duties of the President shall be conclusive of the absence or inability of the President to act at the time such action was taken. SECTION 3.4. Treasurer. To the extent not otherwise provided by the Board by rules or regulations, in resolutions relating to the issuance of bonds, or in any financing documents relating to such issuance, the Treasurer shall have custody of all the funds and securities of the Corporation and keep full and accurate accounts of the receipts and disbursements in books of the Corporation. When necessary or proper, he may endorse, on behalf of the Corporation, for collection, checks, notes and other obligations and shall deposit the same in the name of and to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors; he may sign all receipts and vouchers for payment made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors; he shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. In addition, he shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors; he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require. SECTION 3.5. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; he shall attend to the BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 8 giving and serving all notices; in furtherance of the purposes of this Corporation, he may sign with the President in the name of the Corporation; and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation; he shall have charge of the corporate books, records, documents and instruments except the books of account and financial records and securities, of which the Treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection upon application at the office of the Corporation during business hours, and he shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors. SECTION 3.6. Compensation. Officers as such shall not receive any salary or compensation for their services, except that they may be reimbursed for their actual expenses incurred in performing such services. ARTICLE IV FISCAL PROVISIONS SECTION 4.1. Fiscal Provisions. No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses shall be distributed to or inure to the benefit of its directors or officers or any private individual, firm, corporation, or association, except that in the event the Board of Directors shall determine that sufficient provision has been made for the full payment of the expenses, bonds, and other obligations of the Corporation, then any net earnings of the Corporation thereafter BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 9 accruing shall be paid to the City. The Corporation's activities shall not include propagandizing 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. SECTION 4.2. Checks. All checks, demands for money, withdrawals of money, notes, time and demand deposits and certificates of deposit shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate and approve by resolution, provided that in no event shall the same be authorized or negotiable until signed by at least two authorized signatories, and further provided that, in the case of checks, demands for money, withdrawals of money, and notes in excess of $500,00, at least one of the authorized signatories shall be that of an officer. ARTICLE V PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS SECTION 5.1. Effective Date. These Bylaws shall become effective only upon the occurrence of the following events: (1) the approval of these Bylaws by the Governing Body of the City; and (2) the adoption of these Bylaws by the Board of Directors. SECTION 5.2. Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation may at any time and from time to time by amended by either of the methods prescribed therein. BYLAWS r LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 10 These Bylaws may be altered, substituted, repealed or amended at any time and from time to time by majority vote of the Board of Directors, subject to the approval of the governing Body of the City. SECTION 5.3. Interpretation of Bylaws. These Bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected thereby. ARTICLE VI GENERAL PROVISIONS SECTION 6.1. Principal Office. The principal office of the Corporation shall be located at the principal offices of the City. The Corporation shall have and continuously maintain in the State a registered office, and a registered agent whose business office is identical with such registered office. The registered office may be, but need not be, the same as the principal office in the State, and the address of the registered office or the registered agent may be changed from time to time by the Board of Directors. SECTION 6.2. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 11 SECTION 6.3. Seal. The seal of the Corporation shall be as determined by the Board of Directors. SECTION 6.4. Notice and Waiver of Notice. Other than notices required by the Open Meetings Act, Chapter 552, Texas Government Code, as amended, whenever any notice is required to be given under the provisions of the Act, the Articles of Incorporation or these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. 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 grounds that the meeting is not lawfully called or convened. A waiver of notice in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. SECTION 6.5. Resignations. Any director or officer may resign at any time. Such resignations shall be made in writing to the Mayor of the City and the President of the Corporation. A resignation shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the Mayor and the President. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 12 SECTION 6.6. Approval -or Advice and Consent of the City Council. To the extent that these Bylaws refer to any approval by the City or its Governing Body, or refer to advice and consent by the City or its Governing Body, such advice and consent shall be evidenced by a certified copy of a resolution, ordinance, or motion duly adopted by the City Council. SECTION 6.7. Dissolution of the Corporation. Upon dissolution of the Corporation, title to or other interests in any real or personal property owned by the Corporation shall automatically vest in the City without any further conveyance, transfer, or act of any kind whatsoever. AB/cityatt lbkcdufac.doc February 4, 1999 BYLAWS — LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 13 W14 84111.hili ok APPROVAL CERTIFICATE I, windy sitton . am the duly elected Mayor of the City of Lubbock, Texas (the "City"), and as such am the applicable elected representative of the City pursuant to Section 147(f)(2)(B) of the Internal Revenue Code of 1986, as amended. On , a public hearing was conducted regarding the issuance of bonds by the Lubbock Educational Facilities Authority, Inc. (the "Bonds") and the utilization of substantially all of the proceeds of such Bonds for the purposes of (1) obtaining funds for Lubbock Christian University to finance or refinance the cost of constructing, renovating, acquiring, and equipping educational facilities, housing facilities, and facilities incidental, subordinate, or related thereto or appropriate in connection therewith, including: renovation of three existing residence halls, construction of new student residence facilities, construction of a multi -use center to be known as Rip Griffin Center, and refinancing of existing debt used to acquire, construct and improve existing educational and housing facilities on the Lubbock Christian University campus, (2) setting aside certain funds for the payment and security of the Bonds, and (3) paying certain expenses in connection with issuance of the bonds. As the applicable elected representative of the City, I hereby specifically approve the Bonds described above and the use of the proceeds of such Bonds for the purposes stated above. SIGNED AND SEALED THIS day of 1999. DY SITT , MAYOR - ATTEST: Kaythie Darnell, City Secretary ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC, 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 adopt the following Articles of Incorporation therefor: ARTICLE I The name of the corporation is LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. (the "Corporation") ARTICLE II 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 III 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 Bylaws 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 registered agent at such address is ARTICLE VII and the name of the initial 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 Bylaws of 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 first 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 ARTICLE'S OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 2 numbered year. The term of the first appointees to the even numbered positions on the 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 ordinance of the Governing Body of the City. All vacancies, from whatever cause, shall be filled by the Governing Body of the City. ARTICLE VIII 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. AR'T'ICLE 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 AUTHORITY, INC. Page 3 NAME Position No. I Position No. 2 Position No. 3 Position No. 4 Position No. 5 Position No. b Position No. 7 ARTICLE X ADDRESS The name and street addresses of the incorporators are as follows: NAME BOB CASS ANITA BURGESS BETSY BUCY 1625 13`h Street P. O. Box 2000 Lubbock, TX 79457 ARTICLE XI The Governing Body of the City has duly adopted an ordinance ordering the creation of the Corporation, approving the farm of these Articles of Incorporation, and authorizing ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 4 the Corporation to act on its behalf and as its duly constituted authority and instrumentality to further the public purposes provided in the Act, in the Ordinance and in these Articles of Incorporation. ARTICLE XII These Articles of Incorporation may at any time and from time to time be amended by either of the following 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, specifying in such application the amendment proposed to be made, and if the Governing Body finds and determines that it is advisable that the proposed amendment be made 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 Board of Directors to amend the same whereupon the Board of Directors shall amend the same by filing articles of amendment with the Secretary of State. ARTICLE XIII 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 or corporation, except that in the event sufficient ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 5 provision has been made for the full payment of the expenses, bonds and other obligations 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 otherwise 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 opposition 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 fully paid or payment provided for, the members of the Board 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 same limitations provided in the first 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 INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 6 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, substitutes therefor, 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. Debra Fortd, Incorporator L-, �� gas Anita Burgess, Incorporator Betsy Bucy, ncorporator ARTICLES 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 certify that on this JAday of -ht aAo, —, 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 hereunto set my hand and seal the date and year above written. My Commission Expires. SEAL --23 -0a JYL it1 E k:YLES l� %T Public, Staff r,,a Texas �•. My Ccxwminior, iir�s G4-�`3�Qt s� L��B,IC�J'A�7i;1:YT]�I I J�. Notary Public, State of Texas ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 8 THE STATE OF TEXAS § COUNTY OF LUBBOCK § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 2�- day of , 1999, personally appeared before me Anita Burgess, who, if 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. a4U443 4�4 Notary P lc, State f Texas My Commission Expires: M&WE SEAL *,U i Ito, DAWN M. KhSBM ` � � t�nsary Fub11c, StaGG ciTs� F 1r�a► My Cemmission €xp6res 01-15 01 ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 9 THE STATE OF TEXAS § COUNTY OF LUBBOCK § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this Z day of , 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. LIQ Notary Publ' , State of exas My Commission Expires: ol - is- 01 SE , tz' e. VA''A M. KASPER I:' hoary r u !ic, State of Teas =vr c> MyC^na rss!aacrp#res01-15-01 AB/cityatt/articles-I bkeducfac.doc February 18, 1999 ARTICLES OF INCORPORATION OF LUBBOCK EDUCATIONAL FACILITIES AUTHORITY, INC. Page 10