HomeMy WebLinkAboutR-1982-10
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RESOLUTION 82-10
A RESOLUTION AUTHORI ZING THE CREATION OF THE CITY OF LA PORTE
INDUSTRIAL DEVELOPMENT CORPORATION AS AN INSTRUMENTALITY OF THE
CITY OF LA PORTE; AND CONTAINING OTHER PROVISIONS RELATING TO
THE SUBJECT.
WHEREAS, the Development Corporation Act of 1979, Article
5190.6, Vernon's Annotated Texas Civil Statutes, as amended (the
"Act"), authorizes the creation and administration of industrial
development corporations to act on behalf of cities, counties and
conservation and reclamation districts in the promotion and
development of commercial, industrial and manufacturing enter-
prises to promote and encourage employment and the public welfare;
and
WHEREAS, the Act authorizes cities, counties and conserva-
tion and reclamation districts to utilize an industrial develop-
ment corporation to issue obligations and bonds on behalf of the
sponsoring city, county or conservation and reclamation district
to finance projects promoting and developing commercial, indus-
trial and manufacturing enterprises; and
WHEREAS, three natural persons, each of whom is at least
eighteen years of age and a qualified elector of the Ci ty of
La Porte (the "Unit"), have filed with the City Council (the
"Governing Body") of the unit of a written application (the
"Peti tion") requesting that the Uni t authorize and approve the
creation of the CITY OF LA PORTE INDUSTRIAL DEVELOPMENT CORPOR-
ATION (the "Corporation") and approve the Articles of Incorpora-
tion and Bylaws to be used in creating the Corporation~ and
WHEREAS, the Corporation has been or will be created and
organized as a Texas nonprofit corporation, pursuant to the
provisions of the Act, for such limited purposes; and
WHEREAS, the Governing Body of the Unit has reviewed and
approved the Petition and the Articles of Incorporation and
Bylaws and has determined to authorize and approve the creation
of the Corporation, a not-for-profit entity, as its constituted
authori ty and instrumentali ty to accomplish the specific public
purpose of the promotion and development of commercial, indus-
trial and manufacturing enterprises to promote and encourage
employment and the public welfare~ NOW, THEREFORE;
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Resolution 82-10, page 2.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
Section 1. That the Corporation is hereby authorized and
approved for creation as an industrial development corporation
under the provisions of the Act.
Section 2. That the Corporation is hereby designated as
the duly constituted authority and instrumentality of the Uni t
(wi thin the meaning of those terms in the regulations of the
Uni ted States Department of Treasury and the rulings of the Internal
Revenue Service prescribed and promulgated pursuant to Section
103 of the Internal Revenue Code of 1954, as amended) and shall
be authorized to act on behalf of the Unit for the specific public
purpose of the promotion and development of commercial, industrial
and manufacturing enterprises to promote and encourage employment
and the public welfare; but the Corporation is not intended to be
and shall not be a political subdivision or a political corporation
within the meaning of the Constitution and the laws of the State
of Texas (the "State"), including, without limitation, Article
III, Section 52 of the State Constitution, and the unit does not
delegate to the Corporation any of its attributes of sovereignty,
including the power to tax, the power of eminent domain and the
police power.
Section 3. That the Corporation may, under the conditions
set forth in this Resolution, issue obligations on behalf of the
Unit, acquire, lease, sell or convey certain properties and make
loans for the promotion and development of commercial, industrial
and manufacturing enterprises to promote and encourage employment
and the public welfare. The unit shall not lend its credit or
grant any public money or thing of value in aid of the Corporation.
Furthermore; obligations issued by the Corporation with the
approval of the Unit shall be deemed not to constitute a debt of
the State, of the unit or of any other political corporation,
subdivision or agency of the State or a pledge of the faith and
credit of any of them, but such obligations shall be payable
solely from the funds herein provided. The Corporation shall not
be authorized to incur financial obligations which cannot be paid
from the proceeds of the obligations or from revenues realized
from the lease or sale of a project or realized from a loan made
by the Corporation to finance or refinance in whole or in part a
project. "project" shall mean the land, buildings, equipmen t,
facilities and improvements (one or more) found by the Board of
Directors of the Corporation (the "Board of Directors") to be
required or suitable for the promotion of commercial, industrial
and manufacturing development enterprises, irrespective of whether
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Resolution 82-10, page 3.
in existence or required to be acquired or constructed after the
making of such findings by the Board of Directors.
Section 4. That the Articles of Incorporation of the Corpor-
ation and the Bylaws of the Corporation, in the forms attached
hereto are hereby approved for use and adoption by the Corporation;
provided, however, that any amendments to the Articles of Incor-
poration shall be subject to the further approval of the Governing
Body.
Section 5. That the Governing Body shall approve by written
resolution any agreement to issue bonds, including refunding
bonds, adopted by the Corporation, which agreement and resolution
shall set out the amount and purpose of the bonds. Furthermore,
no issue of bonds, including refunding bonds, shall be sold and
delivered by the Corporation without a written resolution of the
Governing Body adopted no more than 60 days prior to the date of
the sale of the bonds specifically approving the resolution of
the Corporation providing for the issuance of the bonds.
Section 6. That, upon dissolution of the Corporation, the
Uni t shall accept title to or other interests in any real or
personal property owned by the Corporation at such time.
Section 7. That this Resolution is adopted for the purpose
of satisfying the conditions and requirements of the Act and of
section 103 of the Internal Revenue Code of 1954, as amended and
the regulations prescribed thereunder from time to time and for
the benefit of the Corporation, the Unit, the owners or holders
from time to time of the obligations of the Corporation and all
other interested persons.
Section 8. That the Governing Body 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, hour and place of this meeting and of the subject of
this Resolution was posted on a bulletin board located at a place
convenient to the public in the City Hall of the Unit for at
least 72 hours preceding the scheduled time of such meeting; that
such place of posting was readily accessible to the general public
at all times from such time of posting until the scheduled time
of such meeting; and that such meeting was open to the public as
required by law at all times during which the Resolution and the
subject matter thereof were discussed, considered and formally
acted upon, all as required by the Open Meetings Law, Artile 6252-
17, Vernon's Annotated Texas Civil Statutes, as amended. The
Governing Body further ratifies, approves and confirms such
written notice and the contents and posting thereof.
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Resolution 82-10, Page 4.
PASSED AND APPROVED this 7th day of July, 1982.
CITY OF LA PORTE
By
ATTEST:
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AP;;: 14/ d
Clty Attorney
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ARTICLES OF INCORPORATION
OF THE
CITY OF LA PORTE
INDUSTRIAL DEVELOPMENT CORPORATION
We, the undersigned natural persons, each of whom is of the
age of eighteen years or more and a qualified elector of the City
of La Porte (the "unit"), acting as incorporators of a Corporation
under the Development Corporation Act of 1979, Article 5190.6,
Vernon's Annotated Texas Civil Statutes, as amended (the "Act"),
do hereby adopt the following Articles of Incorporation for such
Corporation:
ARTICLE I
The name of the Corporation is the CITY OF LA PORTE INDUSTRIAL
DEVELOPMENT CORPORATION.
ARTICLE II
The Corporat.ion is a nonprofit corporation.
ARTICLE III
The duration of the Corporation shall be perpetual.
ARTICLE IV
The Corporation is organized and may issue bonds on behalf
of the Unit for the specific pUblic purpos~ of the promotion and
development of commercial, industrial and manufacturing enter-
prises to promote and encourage employment and the public welfare.
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ARTICLE V
The Corporat.ion has no members and is a nonstock corporation.
ARTICLE VI
The Corporation's internal affairs shall be regulated by a
set of Bylaws, not inconsistent with the laws of this State, which
have been approved by the Cit~ Council of the Unit (the "Governing
Body"), under whose auspices the Corporation is created.
ARTICLE VII
The street address of the initial registered office of the
Corporation is 604 W. Fairmont parkway, La porte, Harris County,
Texas, and the name of its initial registered agent at such address
is Betty Waters.
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ARTICLE VIII
The number of directors constituting the initial Board of
Directors of the Corporation is seven (7), and the names and
addresses of the persons who are to serve as the initial directors
are:
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Name
Address
Mayor Virginia Cline
.328 South Blackwp11
Phone 47l-0817
John Longley
9826 Shell Rock
Phone 470-14~n nr ~71-4900
Jim H. Lonqnp~kpr
2 3 3 S a:n .1;:) ~; n'" n
Phone 471-?7?1 or 471Jle9
Diana S. Dearing
909 South 4r'h
Phone" 471-3157
Douglas F. Latimer, Jr.
10203 Catlpt:r
Phone 47l-2740 or 471-1061
Lois Compton
307 South 1st
Phone 471-1576
Walter R. Sprinqall
2713 Crescenr V;p~
Phone 47l-l456
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ARTICLE IX
. The name and street address of each incorporator are:
Name Address
Betty Blackmon 920 South 2nd Street
La porte, Texas
Betty Waters 2202 26th Street
La Porte, Texas
Lynda posey Haskins 707 South 2nd Street
La Porte, Texas
ARTICLE X
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The Governing Body of the Unit has specifically authorized
by Resolution the Corporation to act on its behalf to further
the specific public purpose of the promotion and development of
commercial, industrial and manufacturing enterprises to promote
and encourage employment and the public welfare and has approved
these Articles of Incorporation of the Corporation.
ARTICLE XI
These Articles of Incorporation may at any time and from time
to time be amended. by the Board of Directors or by the Governing
Body, subject to such restrictions and in accordance with such
procedures as may be provided in the Bylaws of the Corporation;
so long as the Articles of Incorporation as.amended contain only
such provisions as are lawful under the Act.
IN WITNESS WHgREOF, we have hereunto set our hands this
day..o.f July,- -1982.
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) LYNDA PO:E HASKINS
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THE STATE OF TEXAS S
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COUNTY OF HARRIS S
I, the undersigned, a Notary public, do hereby certify that
on this .;lPd day of n ~~_tU , 19.2&.., personally appeared
before me BETTY BLACKMO~BETTY WATERS, and LYNDA POSEY HASKINS,
who each being by me first duly sworn, severally declared that
they are the persons who signed the foregoing petition as incor-
porators, and that the statements therein contained are true.
IN WITNESS lvHEREOF, I have hereunto set my hand and seal the
day and year above written.
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_EXHIBIT G
BYLAWS OF THE
CITY OF LA PORTE
INDUSTRIAL DEVELOPMENT CORPORATION
ARTICLE I
POWERS AND PURPOSES
Section 1. Financing of Industrial Development Projects.
In order to implement the purposes for which the Corporation
was formed as set forth in the Articles of Incorporation, the
Corporation shall issue obligations to finance all or part of
the cost of one or more projects pursuant to the provisions
of the Development Corporation Act of 1979, Article 5190.6,
Vernon's Annotated Texas civil Statutes, as amended (the
"Act").
section 2. Conditions Precedent to Issuance of Obli-
gations. The Corporation shall not issue any obligation$
unless:
1) The City council (the "Governing Body") of the city
of La Porte (the "Unit") has approved by written resolu-
tion, adopted no more than sixty (60) days prior to the
date of delivery of the obligations, the resolution of
the Corporation providing for the issuance of the obli-
gations; and
2) The Texas Industrial commission, or the executive
director thereof, has approved the contents of any lease,
sale or loan agreement made by the Corporation under the
Act in connection with the issuance of obligations by
affirmatively finding that the proj ect sought to be
financed is in furtherance of the public purposes of the
Act.
Section 3. Books and Records; Approval of Programs
and Financial statements. 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 author-
ity of the Board of Directors. All books and records. of the
Corporation may be inspected by any director or his agent or
attorney for any proper purpose at any reasonable time; and
at all times the Governing Body will have access to the books
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and records of the Corporation. The unit shall be entitled
to approve all programs and expenditures of the Corporation.
and annually review any financial statements of the Corpora-
tion.
section 4. Nonprofit co~oration. The Corporation
shall be a nonprofit corporat10n, and no part of ~ts net
earnings remaining after payment of its expenses shall inure
to the benefit of any individual, firm or corporation, 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
issued to finance all or part of the cost of a project, then
any net earnings of the corporation thereafter accruing with
respect to said project 'shall be paid to the Unit.
ARTICLE II
BOARD OF DIRECTORS
section 1. .Powers, Number 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 ~pupn (-.1--)
directors, each of whom shall be appointed by the Govern1ng
Body.
The directors constituting the first Board of Directors
shall be those directors named in the Articles of Incorpora-
tion, each Of.w]lom shall serve for six (6) years or until his
or her successor is appointed as hereinafter provided. Sub-
sequen~ directors shall hold office for a term of six (6)
years or until their successors are appointed as hereinafter
provided.
Any director may be removed from office, by the Govern-
ing Body, for cause or at will.
section 2. Meetings of Directors. The directors may
hold their meetings at such place or places in the state of
Texas, as the Board of Directors may from time to time deter-
mine; provided, however, in the abs~nce of any such determin-
ation by the Board of Directors, the meetings shall be held
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at the registered office of the Corporation in the state of
Texas.
section 3. Regular Meetings. Regular Meetings of the
Board ~f Directors shall be held without necessity of notice
at such times and places as shall be designated, from time to
time, by resolution of the Board of Directors.
Section 4. ,Special Meetings. Special Meetings of the
Board of Directors shall be held whenever called by the pre-
sident, by the secretary, by a majority of the directors for
the time being .i:n office or upon advice -of or request by the
Governing Body.
The secretary shall give notice to each director of each
Special Meeting in person, or by mail, telephone or telegraph,
at least two (2) hours before the meeting. Unless otherwise
indicated in the notice thereof, any and all matters pertain-
ing to the purposes of the corporation may be considered and
acted upon at a .Special Meeting. At any meeting at which
every director shall be present, even though without any
notice, any matter pertaining to the purpose of the Corpora-
tion may be considered ~nd acted upon.
section 5. Quorum. A majority of the .directors fixed
by the Articles of Incorporation shall constitute a quorum
for the consideration of matters p~rtaining to the purposes
of the Corporation. The act of a majority of the directors
present at a meeting at which a quorum is in attendance shall
constitute the act of the Board of Directors, unless the act
of a greater number is required by law.
Section 6. 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 Directo~s 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.
~he secretary of the Corporation shall act as secretary
of all meetings ()f the Board of Directors, but in the absence
of the secretary, the .presiding officer may appoint any person
to act as secretary of the meeting.
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section 7. Executive Committee. Th~ Board of Direc-
tors, by resolution passed by a majority of the directors in
office, may designate two or more directors to constitute an
executive commi tt,ee, which committee, to the extent provided
in such 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. 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 and shall cause. such minutes to be recorded
in books kept for that purpose in the office of the Corpora-
tion, and shall report the same to the Board of Directors
from time to time.
section 8: Compensation of Directors. Directors as
such shall not receive any salary or compensation for their
services, except. that they shall be reimbursed for their
actual expenses incurred in the performance of their duties
hereunder.
ARTICLE III
OFFICERS
section 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 the
Board of Directors may from time to time el~ct or appoint.
One person may hold more than one office, except that the
president shall not hold the office of secretary. Terms of
office shall not exceed three years.
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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.
A vacancy in the office' of any officer shall be filled
by a vote of a maj o'ri ty of the directors.
section 2. Powers and Duties of the President. The
president shall be the chief executive officer of the Corpo-
ration and, subject to -the Board of Directors, shall be in
general charge of the properties and affairs of the Corpora-
tion; shall preside at all meetings of the Board of Directors;
and in furtherance of the purposes of the corporation, may
sign and execut.e all contracts, conveyances, franchises,
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bonds, deeds,' assignments, mortgages, notes and other instru-
ments in the name of the C~rporation.
section 3. Vice President. The vice president shall
have such powers and duties as may be assigneq 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 president in the performance of the duties
of the president shall be conclusive evidence of.the absence
or inability to act of the president at the time such action
was taken.
section 4. Treasurer. The treasurer shall have custody
of all the funds and securities of'the corporation which come
into such treasurer '.s hands. When necessary or proper, the
treasurer may endorse, on behalf of the Corporation, for
collection, checks, notes and other obligations and shall
deposit the same to the credit of the Corporation in such
bank or ba~ks or depositories as shall be designated in the
manner prescribed~by the Board of Directors; may sign all
receipts and vouchers for payment made to the Corporation,
either alone or jointly with such other officer as is desig-
nated by the Board of Directors; whenever required by the
Board of Directors, shall render a statement of the cash
account;. shall enter or cause to be entered regularly in the
books of the corporation to be kept by the treasurer for that
purpose full and accurate accounts ~f all monies received and
paid out on account of the Corporation; ~hall perform all
acts incident to the position of treasurer subject to the
control of the Board of Directors; and shall, if required by
the Board of Directors, give such bond for the faithful dis-
charge of his o:r her duties in such form as 'the Board of
Dire~tors may ~equire.
Section 5. Secretary. The secretary shall keep the
minutes of all meetings of the Board of Directors in books
provided for that purpose; shall attend to the giving and
serving of all notices; in furtherance of the purposes of
this Corporation, may sign with the president in the name of
the Corporation, and/or attest the signature thereto, all
. contracts, conveyances, franchises, .bonds, deeds, assign- .
ments, mortgages, notes and other instruments of the Corpo-
ration; 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
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reasonable times be open to inspection upon application at
the office of the Corporation during business hours; and
shall in general perform all duties incident to the office of
secretary subject to the control of the Board of Directors.
section 6. Compensation..o Officers as sqch shall not
receive any salary or compensation for their services, except
that they shall be reimbursed for their actual expenses in-
curred in the performance of ~eir duties hereunder.
ART I CLE. IV
PROVISIONS REGARDING ARTICLES OF INCORPO~TION
AND BYLAWS
section 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;
and
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(2 ) the adoption of these Bylaws by the Board of Direc-
tors.
section 2. Amendments to Articles of.. Incorporation
and Bylaws. The Articles of Incorporation may at any time
and from time to time be amended, provided that the Board of
Directors files with the Governing Body a written application
requesting that the Governing Body approve such amendment to
the Articles of Incorporation, specifying in such application
the amendment or amendments proposed to .be made. I f the
Governing Body by appropriate resolution finds. and determines
that it is advisable that the proposed amendment be made,
authorizes the.' same to be made and approves the form of the
proposed amendment, the BQard of Directors shall proceed to
amend the Articles as provided in the Act.
. . - The Ar1;icles of Incorporation may also be amended at any
time by the. Governing Body at its sole discretion by adopting
an amendment to 'the Articles of Incorporation of the Corpora-
tion by resolution of the Governing Body and delivering the
Articles of Amendment to the Secretary of State as provided
in the Act.
. These Bylaw.s may be amended by maj ori ty vote of the
Board of Directors.
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section 3. Interpretation of Bylaws. These Bylaws and
all the terms and provisions hereof shall be liberally con-
strued 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 unconsti-
tutional 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 V
GENERAL PROVISIONS
section 1. :I?rincipal Office. The principal office of
the Corporation shall be located in La Porte , Texas.
The Corporat~on shall have and continuously maintain in
the State of Texas~, (the "State") a registered office, and a
registered agent whose business office is identical with such
registered office, as required by the Act. The registered
office may be, but need not be, identical with the principal
office in the State, and the address of the registered office
may be changed from time to time by the Board of Directors,
pursuant to the requirements of the. Act.
section 2. Fiscal Year. The fiscal year of the Corpo-
ration shall be as determined by the Board of Directors.
section 3. Seal. The seal of the Corporation shall be
as determined b~ .the Board of Directors.
Section 4. Notice and waiver of Notice. Whenever any
notice whatsoever" is required to be given under the provi-
sions 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 post-
paid wrapper addressed to the person entitled thereto at his
post office address, as it appears on the boo~s of the Corpor-
ation, and such notice shall be deemed to have been given on
the day of such mcdling. 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. Neither
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the business to be transacted at nor the purpose of any
Regular or Special Meeting of the Board of Di~ectors need be
specified in the notice or waiver of notice of such meeting,
unless required ~y the Board of Directors. A waiver of notice
in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
section 5. Resignations. Any director or officer may
resign at any tilDe. Such resignation shall be made in writing
and shall take effect at the time specified therein, or, if
no time be specified, at the time of its receipt by the presi-
dent or secretary. The acceptance of ' a resignation shall not
be necessary to make it effective, unless expressly so pro-
vided in the resignation.
Section 6.. Action Without a Meeting of Directors or
Committees. Any action which may be taken at a meeting of
the Board of Directors or of any committee may be taken with-
out a meeting if a consent in writing, setting forth the
action to be tak.en, shall be signed by all of the directors,
or all of the members of the committee, as the case may be.
Such consent shall have the same force and effect as a unani-
mous vote and may be stated as such in any articles or docu-
ment filed with the Secretary of State, the Texas Industrial
Commission or any other person.
section 7. Approval or Advice and Consent of the
-Governing Body. To the exten~ that the.se Bylaws refer to any
approval by the Unit or refer to advice and consent by the
Unit, such advice and consent shall be evidenced by a certi-
fied copy of a resolution,. ordinance or motio~ duly adopted
by the Governing Body.
section 8. Organizational Control. The Unit may, at
its sole discretion, and at any time, alter or change the
structure, organization, programs or activities of the Corp or-
.. ation (including the power to terminate the corporation),
subject to 'any limitation on" the impairment of contracts
entered into by such corporation.
section 9: Dissolution of the Corporation. Upon dis-
solution of the Corporation, title to or other interests in
any real or personal property owned by the corporation at
such time shall vest in the Unit.
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