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HomeMy WebLinkAboutR-1982-10 ." . '" . . . e 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; . . . e e 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 . . . It e 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. . e e Resolution 82-10, Page 4. PASSED AND APPROVED this 7th day of July, 1982. CITY OF LA PORTE By ATTEST: . ,4~'i!ct!e~ '. - . ,~~ . AP;;: 14/ d Clty Attorney . .0 e. e e 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. .. 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. . . . . e -2- 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: , 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 e e -3- 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 . 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. . ~~<<~ ~~~; O. . A(~. ) LYNDA PO:E HASKINS .. . . . It e ..' THE STATE OF TEXAS S S 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. f, -: ;..... ,.. """ . ........-. -. ~. . - .-..... .," """ .-. .... '~: -........ _... ..4.. ....:....;:.,. . .,.......----.. ~". ..: ~~ .-/ : ~ . - .......-- :~\ (SEAL-)- . "':.... f~7. :... .....~ :....:- ~... ~ . . . :i , e _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 . . . ;' '"':," - e e 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 -2- . . . It e 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. '\ -3- . . . .' . e e , ... 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. .. 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, -4- . . . e e 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 , I -5- . . ~. e e ". 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 . . " . H:' (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. -6- ~ . .... . ._, . e e 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 -7- . I. ~. .. t, . ..,. - e e 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. -8-