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HomeMy WebLinkAboutR-1984-02 .- . . RESOLUTION 84-2 RESOLUTION AUTHORIZING AND APPROVING CREATION OF A HEALTH FACILITIES DEVELOP~ENT CORPORATION TO ACT ON BEHALF OF THE CITY OF LA PORTE, TEXAS WHEREAS, the Health Facilities Development Act, Article l528j, Vernon's Texas Civil Statutes (the "Act"), authorizes cities, counties or hospital districts to create nonmember, nonstock, public corporations for the sole pur- pose of acquiring, constructing, providing, improving, financing and refin- ancing health facilities, as defined in the Act, in order to assist the maintenance of the public health, with powers, among others, to issue bonds and to loan the "proceeds of the sale of such bonds to finance the acquisition, construction, and improvement of facilities found by the boards of directors of such corporations to be required, necessary or convenient for health care, research and education, anyone or more; WHEREAS, the Act empowers the City Council (the "Governing Body") of the City of La Porte, Texas (the "City") to approve articles of incorporation and bylaws for such a corporation, to appoint the directors of such a corporation, and, in the sole discretion of the Governing Body, to alter the structure, organization, programs or activities of such a corporation at any time, sub- ject only to any limitation provided by the constitutions and laws of the State of Texas and of the United States relating to the impairment of con- tracts entered into by such corporation; I WHEREAS, the Governing Body has reviewed the proposed Articles of Incorporation and Bylaws and has determined that it is in the public interest and to the benefit of the residents of the City and the citizens of this State that a health facilities development corporation be created under the Act to promote new, expanded or improved health facilities in order to assist the maintenance of the public health and the public welfare; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LA PORTE, TEXAS THAT: SECTION 1. The Governing Body has found and determined and hereby finds and determines that a health facilities development corporation be authorized and created, with such health facilities development corporation to be known as the "City of La Porte Health Facilities Development Corporation" (the "Issuer"). SECTION 2. The Governing Body hereby approves the Articles of Incor- poration and the Bylaws proposed to be used in organizing the Issuer (copies of which are attached to this Resolution and made a part hereof for all pur- poses); hereby grants authority for the incorporation of the Issuer; and hereby appoints Virginia Cline W. R. Sprinqall Jeny Dermis E. W. Felscher John IDngley Robert A. White. r. , and the initial directors of the Issuer. Jack Iawler iO. . . SECTION 3. The public purposes of the City, which the Issuer may further on behalf of the City, are the promotion and development of new, expanded o~ improved health facilities to assist the maintenance of the public health and the public welfare. SECTION 4. The Issuer is hereby designated as the duly constituted authority and instrumentality of the City (within the meaning of those terms in the regulations of the 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 City for the specific public purpose of the promotion and development of new, expanded or improved health facilities to assist the maintenance of the public health and the public welfare; but the Issuer 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, including without limitation, Article III, Section 52, of the State Constitution, and the City does not delegate to the Issuer any of its attributes of sovereignty, including the power to tax, the power of eminent domain and the police power. SECTION 5. The Issuer may, under the conditions set forth in this Resolution, issue obligations on behalf of the City, acquire, lease, sell or convey certain properties and make loans for the promotion and development of new, expanded or improved health facilities to assist the maintenance of the public health and the public welfare. The City shall not lend its credit or grant any public money or thing of value in aid of the Issuer. Furthermore, obligations issued by the Issuer with the approval of the City shall not con- stitute obligations of the State of Texas, the City, or any other political subdivision or agency of the State of Texas or a pledge of the faith and credit of any of them; and the Issuer is not authorized to incur financial obligations unless payable solely from the proceeds of bonds, revenues derived from the lease or sale of a health facility or realized from a loan made by the Issuer to finance or refinance in whole or in pan a health facility, revenues derived from operating a health facility, or any other revenues as may be provided by a user of a health facility anyone or more; and any such health facility shall have been found by the board of directors of the Issuer to be required, necessary or convenient for health care, research and educa- tion, anyone or more. SECTION 6. At least 14 days prior to the issuance of bonds by the Issuer, the Issuer will file with the Governing Body a full and complete description of any health facility the cost of which is to be paid in whole or in part from the proceeds of bonds of the Issuer proposed to be issued, in- cluding an explanatipn of the projected costs of and the necessity for such proposed health facility and the name of the proposed user of such health facility. SECTION 7. Upon dissolution of the Issuer the City shall accept title to or other interest in any real or personal property owned by the Issuer at such time. -2- . . SECTION 8. 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 Issuer, the City, the owners or holders from time to time of the obligations bf the Issuer and all other interested persons. SECTION 9. 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 this City for at least 72 hours preceding the scheduled time of such meeting; and that such place of posting was readily accessible to the general public at all times for such time of posting until the scheduled time of such meeting; and that such meet- ing 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 for- mally acted upon, all as required by the Open Meetings Law, Article 6252-17, Vernon's Texas Civil Statutes, as amended. This Court further ratifies, approves and confirms such written notice and the contents and posting thereof. 0384247 WP0229 DATED this the 4th day of April, 1984. CITY OF IA PORTE By: ATl'EST: ~~/ Cherie Black, Ci l:y Secretary APPROVED: -3- ~. " ..... \, ~ e e PETITION FOR CREATION OF CITY OF LA PORTE HEALTH FACILITIES DEVELOPMENT CORPORATION We, the undersigned qualified electors of La Porte, Texas (the "City"), each of whom is at least eighteen (18) years of age, hereby request the City Council (the "Governing Body") of the City to authorize and approve by resolution, pursuant to the Health Facilities Development Act, Article l528j, Vernon's Texas Civil Statutes, as amended (the "Act"), the creation of the CITY OF LA PORTE HEALTH FACILITIES DEVELOPMENT CORPORATION (the "Issuer") to act on behalf of the City in the promotion and development of new, expanded or improved health facilities in order to assist the maintenance of the public heal th and the public welfare. We further request that the Governing Body approve the attached Articles of Incorporation to be used in organizing the Issuer and the attached Bylaws to be used in governing the internal affairs of the Issuer. IN WITNESS WHEREOF, we have hereunto set our hands this 4th April, 1984. day of Jack ~9PVk ~ laura Hal~/' (~~ Address 805 South Iowa Street Ia Porte, Texas 77571 9930 Rocky Hollow Ia Porte, Texas 77571 Robert HerrerOo&J=., }-h~NlS2N:) 1305 Canyon Springs Drive Ia Porte, Texas 77571 , i e l~, I " ~... . 0 .. e THE STATE OF TEXAS ~ ~ COUNTY OF HARRIS ~ I, the undersigned, a Notary Public, do hereby certify that on this day of April, 1984, personally appeared before me: Jack <Men laura Hall Robert Herrera who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing petition as incorporators, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. ~ L. ~ / ,:2 - 10 -' />?.6 , NOTARY PUBLIC IN AND.FOR HARRIS COUNTY, T E X A S SUE LENES Notary Public in and for the State 01 1 ex,s 1/1:/ Commissio/l' Expires / ;;.. -I tP. ,19cP.b My Commission Expires: (SEAI..~"'''''.'''''''" . ", ~ 'I . Pft.J /'). '",; ,"n..'\ ~ .......... aIR .... .:-' ::v .... .-., "I' ~ .. ~.*.~~-.)-:. ~.. . 't."-:' .. . . .. - = . : . ';~ ~ -~. . . = -~.. ... -, . . oJ e38~24 I S \l~~"9.~~ ."....~~? ", ""l ,. ...... ..".o(~~.' L'" , I./!'''p'' .~:"'\ ~, I" J<..-:, .. ~ ,'~'. \~ "1 . ('. ,"~I ""'''''.'I~~~' . -2- e e BYLAWS OF CITY OF LA PORTE HEALTH FACILITIES DEVELOP~IENT CORPORATION ARTICLE I NAME AND PURPOSE SECTION 1.1. Name. The name of the corporation is City of La Porte Heal th Facilities Development Corporation (the "Issuer"). SECTION 1.2. Purpose. The purpose of the Issuer is to acquire, construct, provide, improve, finance and refinance any real, personal, or mixed property, or any interest therein, the financing, refinancing, acquir- ing, providing, constructing, enlarging, remodeling, renovating, improving, furnishing or equipping of which is found by the board of directors of the Issuer to be required, necessary or convenient for health care, research and education, anyone or more, within the State of Texas, all to assist the maintenance of the public health. The Issuer shall be operated exclusively for such purpose without profit. No part of the net earnings of the Issuer shall inure to the benefit of any private shareholder or individual; no substantial part of its activities shall be carrying on propaganda, or other- wise attempting to influence legislation; and iL shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE II BOARD OF DIRECTORS SECTION 2.1. Number, Appointment and Tenure. The affair's of the Issuer shall be managed by a board of directors which shall consist of five natural persons. Each director shall be appointed by the City Council of the City of La Porte, Texas, and shall hold office for a term of no more than six years which shall be fixed by the City Council of the City of La Porte, Texas. Each" director appointed to fill a vacancy created by the resignation or removal of a director prior to the expiration of his term shall serve for the balance of the unexpired term. Each director shall be removable by the City Council of the City of La Porte, Texas, for cause or at will. Each director shall hold office for the term for which appointed and until a successor shall have been appointed and qualified unless sooner removed. It e SECTION 2.2. Meetings. The board of directors shall not meet regularly, but shall assemble at such special meetings as shall be necessary or advisable to give effect to the purpose for ,~hich the Issuer is organized. Special meetings of the board of directors shall be held at the call of the secretary or the president of the Issuer or upon written requests of any two directors. Notice of each special meeting shall be given by the secretary to each director, either personally or by mail or telegram, not less than three days prior to the meeting unless the president or any two directors declare an emergency, in which case personal notice to each director given not less than two hours prior to the meeting shall be satisfactory. Mailed notice shall be considered given at the earlier of (1) delivery at the address of the director or (2) the expiration of four days after deposit into the United States mail, first class, postage prepaid. Special meetings of the board of directors shall be held at such location within the City of La Porte, Texas, 'as shall be specified in the notice of the meeting given by the secretary. 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 ground that the meeting is not lawfully called or convened. A waiver in writing by any director of notice of a special meeting, whether such waiver be given before or after the time of the special meeting stated in such notice, shall be the equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of a meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, except as provided in Section 5.1 of these bylaws. SECTION 2.3. Quorum. The presence of three directors shall be necessary and sufficient for the transaction of business at ~ach meeting of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present may recess the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of direc- tors. SECTION 2.4 Unanimous Consent of Directors. Any action required to be taken at a meeting of the board of directors or which may be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all directors or all of the members of the commit- tee, .as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with the ,~ecretary of State under the Health Facilities Development Act or otherwise executed and delivered by any officer of the Issuer. SECTION 2.5. Committees. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees which, to the extent provided in such resolution, shall have and -2- e e . . exercise the authority of the board of directors in the management of the Issuer. Each such committee shall consist of two or more persons, all of whom shall be directors. Other committees not having and exercising the authority of the board of directors in the management of the Issuer may be designated and appointed by a resolution adopted by a majority of the directors at a meeting at which a quorum is present or by the president. Membership on such committees may, but need not be, limited to directors. SECTION 2.6. Compensation of Directors. Each director shall serve as such without compensation, but shall be reimbursed by the Issuer from legally available funds for actual expenses incurred in the performance of his duties as a director. SECTION 2.7. Corporate Records. The Issuer shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the board of directors and committees having any of the author- ity of the board of directors. All books and records of the Issuer may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and at all times representatives of the City of La Porte, Texas will have access to the books and records of the Issuer. The City Council of the City of La Porte, Texas shall be entitled to approve all pro- grams and expenditures of the Issuer and review any financial statements of the Issuer. ARTICLE III OFFICERS SECTION 3.1. Officers. The officers of the Issuer shall be members of the board of directors and shall consist of a president, a Vice-president, a secretary, a treasurer and an assistant secretary and may also include such other officers and assistant officers as the board of directors may elect or the president may appoint at any time and from time to time. Any two or more offices may be held by the same person, except the offices of president and secretary. The board of directors shall elect the officers of the Issuer at its first meeting, and at the first meeting following each anniversary date of the initial issuance of the certificate of incorporation of the Issuer by the Secretary of State, and, in the case of an election to fill any vacant office, at the first meeting following the vacating of such office. Each officer shall hold office for a period of two years. Each officer elected to fill a vacancy which occurs prior to the expiration of the term of such office shall serve for the balance of the unexpired term. Each officer shall hold office for the term fo~ which elected and until a successor is elected and qualified. Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the Issuer will be served thereby. The board of directors may require any officer thereof to give the Issuer bonds in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful -3- e e . . performance of the duties of their office and for the restoration to the Issuer, in case of the death, resignation, retirement, or removal from office of such person, of all books, papers, vouchers, money, and other property of whatever kind in such person's possession or under such person's cont.rol belonging to the Issuer. SECTION 3.2. President. The president shall preside at all meetings of the board of directors. The president shall be chief executive officer of the Issuer and, subject to the control of the board of directors, shall have general charge and supervision of the management of the affairs of the Issuer. The president shall see that all orders and resolutions of the board of directors are carried into effect. The president shall sign and execute all legal documents and instruments in the name of the Issuer when authorized to do so by the board of directors, except when the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Issuer. SECTION 3.3. Vice-President. The vice-president shall, in the event of the absence or disability of the president for any cause whatever, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be prescribed from time to time by the board of directors. SECTION 3.4. Secretary. The secretary sha 11 have charge of the records and correspondence of the Issuer under the direction of the president. The secretary shall give notice of and attend all meetings of the board of directors and shall take and keep true minutes of and recor~ all votes cast at such meetings. All such records, correspondence and minutes shall be open at all times to inspection by any director and by any representative of the City of La Porte, Texas. The secretary shall also discharge such other duties as shall be assigned to the secretary by the president or the board of directors at any time and from time to time. SECTION 3.5. Treasurer. To t.he extent not otherwise provided in any resolutions of the board of directors relating to the issuance of bonds, debentures or notes of the Issuer or instruments authorized by the~board of directors to provide security therefor, the treasurer shall have the custody of all the funds and securities of the Issuer; shall deposit the same to the credit of the Issuer in such banks or depositories as the board of directors shall designate; shall keep proper books of account and other records showing at all times the amount of the funds and other property belonging to the corporation and of all receipts and disbursements of the Issuer, all of which books shall be open at all times to inspection by any director and any repre- sentative of the City of La Porte, Texas; shall, under the direction of the board of directors, disburse all money and sign all checks and other instru- ments drawn on or payable out of the funds of the Issuer; and shall also make such transfers and alterations in the securities of the Issuer as may be ordered by the board of directors. The treasurer shall also discharge such -4- e e additional duties as may be prescribed at any time and from time tq time by the board of directors. The treasurer shall render to the president and directors an account of all such person's transactions as treasurer and of the financial condition of the Issuer whenever they may request the same. SECTION 3.6. Assistant Secretary. The assistant secretary shall in the event of the absence or disability of the secretary for any cause whatever, discharge the duties of the secretary, and the assistant secretary shall perform such additional duties as may be prescribed at any time and from time to time by the board of directors. ARTICLE IV MISCELLANEOUS SECTION 4.1. Fiscal Year. The fiscal year of the Issuer shall be the period determined by resolution of the board of directors from time to time. SECTION 4.2. Principal Office. The principal office of the Issuer, at which all books and records of the Issuer shall be kept, shall be Ia Porte , Texas. SECTION 4.3. Seal. The official seal of the Issuer shall consist of a five-pointed star surrounded by two concentric circles, the outer circle hearing the name "City of La Porte Health Facilities Development Corporation" and the inner circle bearing the word "TEXAS", and such seal may be impressed, printed or attached to any instrument authorized by the board of directors, but such seal shall not be necessary to the proper execution by the officers of the Issuer of any such instrument unless otherwise specified by the board of directors. SECTION 4.4. Financial Report. At the first meeting following each anniversary date of the issuance of the certificate of incorporation of the Issuer by the Secretary of State the board of directors shall have pre- pared a full and clear statement of the business and condition of the Issuer. ARTICLE V ANENDr-fENTS SECTION 5.1. Amendments. These bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the affirmative vote by a majority of the directors of the Issuer present at any meeting of the board of direc- tors at which a quorum is present, provided that notice of the proposed alteration, amendment, repeal or adoption is contained in the notice of such meeting, and provided further that each such alteration, amendment, repeal or -5- ,.. e e . -:.. adoption shall be subject to the approval of the City Council of th~ City of La Porte, Texas. ARTICLE VI INTERPRETATION AND SEVERABILITY SECTION 6.1. Interpretation. 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 appli- cation 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. 0384251 WP0229 -6- . - { PETITION FOR CREATION OF CITY OF LA PORTE HEALTH FACILITIES DEVELOPMENT CORPORATION We, the undersigned qualified electors of La Porte, Texas (the "City"), each of whom is at least eighteen (18) years of age, hereby request the City Council (the "Governing Body") of the City to authorize and approve by resolution, pursuant to the Health Facilities Development Act, Article l528j, Vernon's Texas Civil Statutes, as amended (the "Act"), the creation of the CITY OF LA PORTE HEALTH FACILITIES DEVELOPMENT CORPORATION (the "Issuer") to act on behalf of the City in the promotion and development of new, expanded or improved health facilities in order to assist the maintenance of the public heal th and the public welfare. We further request that the Governing Body approve the attached Articles of Incorporation to be used in organizing the Issuer and the attached Bylaws to be used in governing the internal affairs of the Issuer. IN WITNESS WHEREOF, we have hereunto set our hands this 4th April, 1984. day of Address 805 South Iowa Street Ia Porte, Texas 77571 laura Hal~/L_ ~ 9930 Rocky Hollow Ia Porte, Texas 77571 Robert Herrera~ Jt~ 1305 Canyon Springs Drive Ia Porte, Texas 77571 ;' . e , , THE STATE OF TEXAS ~ ~ COUNTY OF HARRIS ~ I, the undersigned, a Notary Public, do hereby certify that on this day of April, 1984, personally appeared before me: Jack OWen laura Hall Robert Herrera who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing petition as incorporators, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. My Commission Expires: ~.~ NOTARY PUBLIC IN AND FOR HARRIS COUNTY, T E X A S SUE LENES Notary Public in and for the State of Tex~s /fly Commission'Expires /;l..-/~ .19cP.b /2-lfp- !?6 I (SEAt.~'.,..,,,,,,,,, . ........ ~'1 PlJJ'~~. ,..' t'\,.'\ ~ ...........~(~ :~~, ...~" .- .. ~.~ ~ .... .*. -'~t. ..; ~ S... .~ .'~It" ;~ - . , ... .L:-'::' :~: . . ~:~.;: : ........ · / ~~..- i- - . . - '. "" ~38\24 . : ~ ~~~2~~....~..f ,-"7'..4 ". .._~.1.' ", ,.~.....~'l._.<:'-..& ...'; , I..... -......'''.''-: ,... '" -. l., ...(}f ~ ~ ~,'t'f I" . ..' ,..,:. ""'"',,,,,, . -2- / " I ,. :."' '. e ,. FACT SHEET HEALTH FACILITIES DEVELOPMENT CORPORATION 1. The Health Facilities Development Act (Article 1528; Vernon I s Texas Civil Statutes) passed in 1981 permits non-profit health facilities development corporations to issue revenue bonds, the interest on which is exempt from federal income tax. The proceeds of these bonds may be used to finance health facilities, including hospitals, clinics, nursing homes, pharmacies, laboratories, research facilities and medical office buildings, within Harris County. Any bonds issued by a non-profit 'health facilities development corporation under the terms of that Act cannot constitute a debt of the State of Texas or Harris County. 2. A non-profit corporation created pursuant to the Health Facilities Development Act is not a political subdivision of the State of Texas and has no taxing power or power of eminent domain. 3. By its creation of the Harris County Industrial Development Corporation, the County has approved the use of "tax exempt" revenue bonds to promote manufacturing and industrial development and expansion. A heal th facilities development corporation created under the Health Facilities Development Act would function quite similarly to 'the Harris County Industrial Development Corporation; however, instead of providing tax exempt financing for manufacturing and industrial projects the health facili ties development corporation would provide tax exempt financing for all types of health facilities. 4. Prior to the passage of the Health Facilities Development Act hospital financing has been accomplished in the State of Texas pursuant to another statute. That statute permits only the financing of non-profit health facilities, whereas the Health Facilities Development Act also permits the financing of for-profit health facilities. 5. The board of directors of a health facilities development corpo~t~.2n is appointed by the County. It is recommended that ~rJdirectors be appointed. These directors would not be public officials and would be entitled only to . reimbursement of expenses for serving on the board of directors. - 1 - ." ., - e " 6~ Any bonds issued by a health facilities development corporation are payable solely from payments to be made by the entity using the project being financed with such bonds. The bonds must state on their face that neither the State of Texas, Harris County or any political subdivision of the State of Texas is obligated to pay the bonds and that neither the faith and credit nor the taxing power of the State, of Texas, Harris County or any political subdivision of the State of Texas is pledged to the payment of the bonds. Such bonds would not affect the County's own bond ratings nor the County's ability to borrow money. 7. Projects financed through the issuance of these bonds would not be exempt from payment of ad valorem or sales taxes. 8. A health facilities development corporation is . permitted .to charge fees to entities on whose behalf revenue bonds are issued sufficient to cover all expenses incurred by the corporation, and no funds of the County would be required to support the operations of the proposed health facilities development corporation. 9. In order to create the health facilities development: corporation, the Commissioners Court need only pass a resolution (the proposed form of which is attached hereto) and approved Articles of Incorporation (the proposed form of which is attached tc:> the resolution), and Bylaws (the proposed form of which is attached to the resolution). No election is required in order to create the health facilities development corporation or in order for bonds to be issued by the health facilities development corporation. ACJA/4432B/L - 2 - , I e 41 cf FACT SHEET HEALTH FACILITIES DEVELOPMENT CORPORATION 1.. The Health Facilities Development Act (Article 1528; Vernon's Texas Civil Statutes) passed in 1981 permits non-profit health facilities development corporations to issue revenue bonds, the interest on which is exempt from federal income tax. The proceeds of these bonds may be used to finance heal th faci.li ties, including hospitals, clinics, nursing homes, pharmacies, laboratories, research facilities and medical office buildings, within Harris County. Any bonds issued by a non-profit "health facilities development corporation under the terms of that Act cannot constitute a debt of the State of Texas or Harris County. 2. A non-profit corporation created pursuant to the Health Facilities Development Act is not a political subdivision of the State of Texas and has no taxing power or power of eminent domain. 3. By its creation of the Harris County Industrial Development Corporation, the County has approved the use of "tax exempt" revenue bonds to promote manufacturing and industrial development and expansion. A health facilities development corporation created under the Health Facilities Development Act would function quite similarly to 'the Harris County Industrial Development Corporation; however, instead of providing tax exempt financing for manufacturing and industrial projects the health facili ties development corporation would provide tax exempt financing for all types of health facilities. 4. Prior to the passage of the Health Facilities Development Act hospital financing has been accomplished in the State of Texas pursuant to another statute. That statute permits only the financing of non-profit health facilities, whereas the Health Facilities Development Act also permits the financing of for-profit health facilities. 5. The board of directors of a health facilities development corporation is appointed by the County. It is recommended that five directors be appointed. These directors would not be public officials and would be entitled only to , reimbursement of expenses for serving on the board of directors. - 1 . ,~. e . . 6. Any bonds issued by a health facilities development corporation are payable solely from payments to be made by the entity using the project being financed with such bonds. The bonds must state on their face that neither the State of Texas, Harris County or any political subdivision of the State of Texas is obligated to pay the bonds and that neither the faith and credit nor the taxing power of the State of Texas, Harris County or any political subdivision of the State of Texas is pledged to the payment of the bonds. Such bonds would not affect the County's own bond ratings nor the County's ability to borrow money. 7. Projects financed through the issuance of these bonds would not be exempt from payment of ad valorem or sales taxes. 8. A health facilities development corporation is . permitted to charge fees to entities on whose behalf revenue bonds are issued sufficient to cover all expenses incurred by the corporation, and no funds of the County would be required to support thE! operations of the proposed health facilities development corporation. 9. In order to create the health facilities development corporation, the Commissioners Court need only pass a resolution (the proposed form of which is attached hereto) and approved Ar"ticles of Incorporation (the proposed form of which is attached to the resolution). and Bylaws (the proposed form of which is at"tached to the resolution). No election is required in order to create the health facilities development corporation or in order for bonds to be issued by the health facilities development corporation. ACJA/4432B/L - 2 - . . - i e . ARTICLES OF INCORPORATION OF CITY OF LA PORTE HEALTH FACILITIES DEVELOPMENT CORPORATION THE STATE OF TEXAS S S COUNTY OF HARRIS S We, the undersigned natural persons, each of whom is of the age of l8 years or more and is a resident of the City of La Porte, Texas (the "City"), acting as incorporators of a health facilities development corporation (the "Issuer") under the Health Facilities Development Act, Article l528j, Vernon's Texas Civil Statutes (the "Act"), with the approval of the City Council (the , "Governing Body") of the City, as evidenced by its resolution approving these Articles of Incorporation at~ached hereto and made a part hereof for all pur- poses, do hereby adopt the following Articles of Incorporation for the Issuer: ARTICLE ONE The name of the Issuer is "City of La Porte Health Facilities Development Corporation." ARTICLE TWO The Issuer is a nonprofit public corporation and is a health facilities development corporation under the Act. ARTICLE THREE The period of duration of the Issuer is perpetual. ARTICLE FOUR The purpose of the Issuer is to acquire, construct, provide, improve, finance and re:finance any real, personal or mixed property, or any interest therein, the financing, refinancing, acquiring, providing, constructing, enlarging, remcldeling, renovating, improving, furnishing or equipping of which is found by the board of directors of the corporation to be required, neces- sary or convenient for health care, research and education, anyone or more, within the State of Texas, all to assist the maintenance of the public health and the public welfare. The Issuer is a constituted authority and a public instrumentality within the meaning of the regulations of the United States Treasury Department 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 the Issuer is authorized to act on behalf of the City as provided in these Articles of Incorporation. However, the Issuer is not a ,\ e e political subdivision or political corporation of the State of Texa!? within the meaning l)f its constitution and laws, including, without limitation, Article III, Section 52, of said constitution, and bonds of the Issuer shall not constitute obligations of the State of Texas, the City or any other political subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. No part of the net earnings of the Issuer shall inure to the benefit of any private shareholder or individual; no sub- stantial part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation; and it shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE FIVE The Issue:r has no members and is a nonstock corporation. ARTICLE SIX These Articles of Incorporation may at any time and from time to time be amended as pr.evided in the Act, so long as such Articles contain only su.ch provisions as are lawful under the Act, when and if the Governing Body by appropriate rE!solution finds and determines that such amendment is advisable or authorizes and directs that such amendment be made. The Governing Body may, in its sole discretion and at any time, alter the structure, organi- zation, progra.ms or activities of the Issuer, subject only to any limitation provided by the constitution and laws of the State of Texas and of the United States relating to the impairment of contracts entered into by the Issuer. ARTICLE SEVEN The affairs of the Issuer shall be managed by a board of directors com- posed of such number of natural persons (not less than three) as may be fixed by the bylaws. Directors shall be appointed by the Governing Body for a term of no more than six years. The number of directors constituting the original board of directors shall be seven. The names and addresses of the persons who shall serve as initial directors of the Issuer are and the date of expiration of their initi,al terms as directors as follows: DATE OF EXPIRATIOO OF TERM NAME ADDRESS Virginia Cline 328 South Blackwell April 30, 1986 la Porte, Texas 77571 W. R. Springall 2713 Crescent View April 30, 1986 I.a Porte, Texas 77 5 71 -2- \ . e DATE OF ADDRESS EXPIRATION OF TERM NAME Jer:ry Dennis 10418 North "P" Street l\.pril 30, 1986 Ia Porte, Texas 77571 E. W. Felscher 204 East Sylvan April 30, 1986 Ia Porte, Texas 77571 John IDngley 9826 Shell Rock April 30, 1986 Ia Porte, Texas 77571 Robert A. White 403 South 4th Street April 30, 1986 Ia Porte, Texas 77571 Jack Iawler 1400 North lOth Street April 30, 1986 Ia Porte, Texas 77571 Each director shall hold office for the term for which he is appointed and until his successor shall have been appointed and qualified unless sooner removed. Each director shall be eligible for reappointment. Directors are removable by the Governing Body for cause or at will. Directors shall serve as such wit:hout compensation except that they may be reimbursed for their actual expenses incurred in the performance of their duties under the Health Facilities Development Act. Any vacancy occurring on the board of directors through death, resignation, or otherwise, shall be filled by appointment by the Governing Body to hold office until the expiration of the term for which the vacating director had been appointed. ARTICLE EIGHT 604 w!l1?aiiltb~W:tp~s of the initial registered office of the Issuer is Tn PorrE. Texas 77571 , and the name of its initial registered agent at such address is Jack OWen -3- ... I e e ARTICLE NINE The initial bylaws of the Issuer shall be adopted by its board of directors, and the power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors provided that the initial bylaws and all amendments thereto, substitutes therefor, and repeals thereof, shall be subj ect to the approval of the Governing Body. ARTICLE TEN Whenever all bonds and obligations of the Issuer have been paid and dis- charged or adequate provision has been made therefor and the Governing Body shall have by written resolution authorized and directed the dissolution of the corporation, the corporation shall be dissolved as provided in the Health Facilities Development Act. Whenever dissolution occurs, the title to all funds and properties then owned by the Issuer shall not be transferred to private ownership, but shall automatically vest in the City of La Porte, Texas, without any further conveyance, transfer or act of any kind whatsoever. ARTICLE ELEVEN The name and street address of each incorporator is as follows: NAME ADDRESS Virginia Cline 328 South Blackwell Ia Porte,. Texas 77571 805 South Iowa Street Ia Porte, Texas 77571 Jack Owen 326 Falk. Street Ia Porte, Texas 77571 Cherie Black ARTICLE TWELVE The name and address of the sponsoring entity is City Council of the City of La Porte, Texas, 604 West Fainront, Parkway, , , La Porte, Texas 77571 The Governing Body has by resolution specifically authorized the Issuer to act on its behalf to further the public purpose set forth in such resolution and these Articles of Incorporation and has approved these Articles of Incorporation. -4- It. .' '1. e e IN WITNESS WHEREOF, we have hereunto set our hands this 4th April, 1984. day of THE STATE OF TEXAS ~ ~ COUNTY OF HARRIS ~ I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this if flit. day of April, 1984, Virginia Cline , Jack (Men and Cherie Black , who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators and that the statements therein con- tained are true. IN WITNESS WHEREOF, yea~,.abCi)v.e..~r itten. . "...' ~'/ : Pt1::.:~I. .....~'\ \A.\.........p(~ ;_;, " ~ *.. ~', (.( (~. : \ :. .. . ";,:'. ::i l'~I::~ -ic. .*., ~,~ A )'~1 : ~ . ~ ~ .n'. ,'(".::,'';'' -:. u/.. ".~,t ;: -:., .g ii. . ., ' .. .. ~ ';';"<;; ~,..~t ('s~~ ) ~f' \ ~"" , I"" c~ "i, '.\ \ ~ . . My Commission Expires: I have hereunto set my hand and seal the date and .~~ NOTARY THE ~ PUBLIC IN AND FOR STATE OF TEXAS /.;J-/6-00 0384250 WP0229 -5- . . NOTE TO FILE THE CITY COUNCIL OF THE CITY OF LA PORTE ELECTED NOT TO RENEW OR RENAME A BOARD FOR THE LA PORTE HEALTH FACILITIES DEVELOPMENT CORPORATION ON MARCH 14, 1994 CITY ATTORNEY KNOX ASKINS STATED THE CITY WILL RENEW THE CHARTER WITH THE STATE OF TEXAS IF A NECESSITY ARISES. . e ijI~t ~tatt of ijI tX116 ~tcrtfnll of ~tnb R€C€1\/€Q' MAR ., fQ94 L lo'". . "'olt . I. . ..-;is "-... _ _.... It. Ii _~"""~ MAR 2 , 1994 JACK OW~N, REGISTERED AG=NT CITY OF LA POR~E HEALTH FACILITIES DEVELCPMENT CORPORATION 604 W. FAIRMONT PARKWAY LA PORTE, TX RE: CITY OF-LA PORTE HEALTH FACILITIES DEVELOPMENT CORPORATION CHARTER NO. 00699840-01 DEAR SIR OR MAOAM: YOU ARE HER~BY NOTIFIED THAT ARTICLE 1396-9.01, T~XAS NON-PROFIT CORPORATION ACT, REQUIR~S NON-PROFIT CORPORATIONS TO FIL= THE ATTACHF.D REPORT WITH THE SECRETARY OF STATE. THE FILING FE: IS $5.00. THE CO~PORATIQN SHOULD RETURN ONE COPY OF THE REPORT TO THE SECRETARY OF STATE AND RETAIN THE OTHER COpy fOR ITS PERMANENT RECORDS. FAILUR~ TO fILE THIS REPORT WITHIN 30 DAYS FROM THE ABOVE DATE WILL RESULT IN THE fORFEITURE Of THE CORPORATION'S RIGHT TC CONDUCT AFFAIRS IN THE STATE OF TEXAS. SUBSEQUENTLY, THE CORPORATION'S CHARTER WILL BE FORFEITED PURSUANT TO ARTICLE 1396-9.02E, TEXAS NON-PROFIT CORPORAiION ACT. IF YOU HAVE ANY QUESTIONS, PLEASE 00 NOT HESITATE TO CONTACT THIS OFFICe. SINCERELY, CORPORATIONS SECTION STATUTORY FILINGS DIVISICN t. ~ .. . RESOLUTION 84-2 RESOLUTION AuTHORIZING AND APPROVING CREATION OF A HEALTH FACILITIES DEVELOP~ENT CORPORATION TO ACT ON BEHALF OF THE CITY OF LA PORTE, TEXAS WHEREAS, the Health Facilities Development Act, Article l528j, Vernon's Texas Civil Statutes (the "Act"), aU1:horizes ci1:ies, coun1:ies or hospital districts to create nonmember, nons1:ock, public corporations for the sole pur- pose of acquiring, construc1:ing, providing, improving, financing and refin- ancing heal1:h facilities, as defined in the Act, in order 1:0 assist the maintenance of the public health, with powers, among others, to issue bonds and to loan 1:he proceeds of the sale of such bonds to finance the acquisition, construc1:ion, and improvement of facilities found by the boards of direc1:ors of such corporations to be required, necessary or convenient for health care, research and education, anyone or more; WHEREAS, the Act empowers the City Council (the "Governing Body") of the City of La Porte, Texas (1:he "City") 1:0 approve articles of incorporation and bylaws for such a corporation, to appoint the directors of such a corpora1:ion, and, in the sole discre1:ion of the Governing Body, 1:0 alter the structure, organization, programs or activities of such a corporation at any time, sub- ject only to any limitation provided by the constitutions and laws of the State of Texas and of the United Sta1:es relating to the impairment of con- 1:racts entered into by such corporation; , WHEREAS, the Governing Body has reviewed the proposed Articles of Incorpora1:ion and Bylaws and has determined that it is in the public interest and to the benefit of the residents of the City and the citizens of this State tha1: a health facilities development corpora1:ion be created under the Act to promote new, expanded or improved health facilities in order to assist 1:he maintenance of the public heal1:h and the public welfare; NOW" , THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LA PORTE, TEXAS THAT: SECTION 1. The Governing Body has found and determined and hereby finds and de1:ermines that a health facilities development corporation be aU1:horized and crea1:ed, wi1:h such health facilities development corporation to be known as the "City of La Por1:e Health Facilities Development Corpora1:ion" (the "Issuer"). SECTION 2. The Governing Body hereby approves the Articles of Incor- poration and the Bylaws proposed to be used in organizing the Issuer (copies of which are attached to 1:his Resolution and made a part hereof for all pur- poses); hereby grants authority for the incorpora1:ion of the r'ssuer; and hereby appoints Virginia Cline W. R. Sprinqall Jerry Dennis E. W.. Felscher John IDngley Robert A. White, and Jack Iawler the initial directors of the Issuer. '" i' ~ , If' - . SECTION 3. The public purposes of the City, which the Issuer may further on behalf of the City, are the promotion and development of new, expanded o~ improved health facilities to assist the maintenance of the public health and the public welfare. SECTION 4. The Issuer is hereby designated as the duly constituted authority and instrumentality of the City (within the meaning of those terms in the regulations of the 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 City for the specific public purpose of the promotion and development of new, expanded or improved health facilities to assist the maintenance of the public health and the public welfare; but the Issuer 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, including without limitat.ion, Article III, Section 52, of the State Constitution, and the City does not delegate to the Issuer any of its attributes of sovereignty, including the power to tax, t.he power of eminent domain and the police power. SECTION 5. The Issuer may, under the conditions set forth in this Resolution, issue obligations on behalf of the City, acquire, lease, sell or convey certain properties and make loans for the promotion and development of new, expanded or improved health facilities to assist the maintenance of the public health and the public welfare. The City shall not lend its credit or grant any public money or thing of value in aid of the Issuer. Furthermore, obligations issued by the Issuer with the approval of the City shall not con- stitute obligations of the State of Texas, the City, or any other political subdivision or agency of the State of Texas or a pledge of the faith and credit of any of them; and the Issuer is not authorized to incur financial obligations unless payable solely from the proceeds of bonds, revenues derived from the lease or sale of a health facility or realized from a loan made by the Issuer to finance or refinance in whole or in part a health facility, revenues derived from operating a health facility, or any other revenues as may be provided by a user of a health facility anyone or more; and any such health facility shall have been found by the board of directors of the Issuer to be required, necessary or convenient for health care, research and educa- tion, anyone or more. SECTION 6. At least 14 days prior to the issuance of bonds by the Issuer. the Issuer will file with the Governing Body a full and complete description of any health facility the cost of which is to be paid in whole or in part from the proceeds of bonds of the Issuer proposed to be issued, in- cluding an explanation of 'the projected costs of and the necessity for such proposed health facility and the name of the proposed user of such health facility. SECTION 7. Upon dissolution of the Issuer the City shall accept title to or other interest in any real or personal property owned by the Issuer at such time. -2- . ~.' . /. e SECTION 8. 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 Issuer, the City, the owners or holders from "time to time of the obligations of the Issuer and all other interested persons. SECTION 9. 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 this City for at least 72 hours preceding the scheduled time of such meeting; and that such place of posting was readily accessible to the general public at all times for such time of posting until the scheduled time of such meeting; and that such meet- ing 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 for- mally acted upon, all as required by the Open Meetings Law, Article 6252-17, Vernon I s Texas Civil Statutes, as amended. This Court further ratifies, approves and confirms such ~rit"ten notice and the contents and pos"ting thereof. 0384247 WP0229 DATED this the 4th day of April, 1984. CITY OF IA PORl'E ~:~~~6 V' . a Cline!, Byor ATl'EST: ~~ Cherie Black, Ci Secretary APPROVED: ~d Knox W. Askins, City Attorney -3- e e ARTICLES OF INCORPORATION OF CITY OF LA PORTE HEALTH FACILITIES DEVELOPMENT CORPORATION THE STATE OF TEXAS 5 5 COUNTY OF HARRIS 5 We, the undersigned natural persons, each of whom is of the age of l8 years or more and is a resident of the City of La Porte, Texas (the "City"), acting as incorporators of a health facilities development corporation (the "Issuer") under the Health Facilities Development Act, Article l528j, Vernon's Texas Civil Statutes (the "Act"), with the approval of the City Council (the . "Governing Body") of the City, as evidenced by its resolution approving these Articles of Incorporation attached hereto and made a part hereof for all pur- poses, do hereby adopt the following Articles of Incorporation for the Issuer: ARTICLE ONE The name of the Issuer is "City of La Porte Health Facilities Development Corporation." ARTICLE TWO The Issuer is a nonprofit public corporation and is a health facilities development corporation under the Act. ARTICLE THREE The period of duration of the Issuer is perpetual. ARTICLE FOUR The purpose of the Issuer is to acquire, cons truc t, provide, improve, finance and refinance any real, personal or mixed property, or any interest therein, the financing, r~financing, acquiring, providing, constructing, enlarging, remodeling, renovating, improving, furnishing or equipping of which is found by the board of directors of the corporation to be required, neces- sary or convenient for health care, research and education, anyone or more, within the State of Texas, all to assist the maintenance of the public health and the public welfare. The Issuer is a constituted authority and a public instrumentality within the meaning of the regulations of the United States Treasury Department 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 the Issuer is authorized to act on behalf of the City as provided in these Articles of Incorporation. However, the Issuer is not a e e political subdivision or political corporation of the State of Texas within the meaning of its constitution and laws, including, without limitation, Article III, Section 52, of said constitution, and bonds of the Issuer shall not constitute obligations of the State of Texas, the City or any other political subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. No part of the net earnings of the Issuer shall inure to the benefit of any private shareholder or individual; no sub- stantial part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation; and it shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE FIVE The Issuer has no members and is a nonstock corporation. ARTICLE SIX These Articles of Incorporation may at any time and from time to time be amended as provided in the Act, so long as such Articles contain only such provisions as are lawful under the Act, when and if the Governing Body by appropriate resolution finds and determines that such amendment is advisable or authorizes and directs that such amendment be made. The Governing Body may, in its sole discretion and at any time, alter the structure, organi- zation, programs or activities of the Issuer, subject only to any limitation provided by the constitution and laws of the State of Texas and of the United States relating to the impairment of contracts entered into by the Issuer. ARTICLE SEVEN The affairs of the Issuer shall be managed by a board of directors com- posed of such number of natural persons (not less than three) as may be fixed by the bylaws. Directors shall be appointed by the Governing Body for a term of no more than six years. The number of directors constituting the original board of directors shall beseveri~ The names and addresses of the persons who shall serve as initial directors of the Issuer are and the date of expiration of their initial terms as directors as follows: NAME ADDRESS DATE OF EXPIRATION OF TERM Virginia Cline 328 South Blackwell April 30, 1986 Ia Porte, Texas 77571 W. R. Springall 2713 Crescent View April 30, 1986 Ia Porte, Texas 77571 -2- . . NAME ADDRESS DATE OF EXPIRATION OF TERM Jerry Dennis 10418 North "P" Street April 30, 1986 Ia Porte, Texas 77571 E. W. Felscher 204 East Sylvan April 30, 1986 La Porte, Texas 77571 John IDngley 9826 Shell Rock April 30, 1986 La Porte, Texas 77571 Robert A. White 403 South 4th Street April 30, 1986 Ia Porte, Texas 77571 Jack Iawler 1400 North lOth Street April 30, 1986 Ia Porte, Texas 77571 Each director shall hold office for the term for which he is appointed and until his successor shall have been appointed and qualified unless sooner removed. Each director shall be eligible for reappointment. Directors are removable by the Governing Body for cause or at will. Directors shall serve as such without compensation except that they may be reimbursed for their actual expenses incurred in the performance of their duties under the Health Facilities Development Act. Any vacancy occurring on the board of directors through death. resignation, or otherwise, shall be filled by appointment by the Governing Body to hold office until the expiration of the term for which the vacating director had been appointed. ARTICLE EIGHT 604 w?l?aithbn.t.tp~s of the initial registered office of the Issuer is T a Port-F, Texas 77571 . , and the name of its initial registered agent at such address is Jack OWen -3- e e ARTICLE NINE The initial bylaws of the Issuer shall be adopted by its board of directors, and the power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors provided that the initial bylaws and all amendments thereto, substitutes therefor, and repeals thereof, shall be subject to the approval of the Governing Body. ARTI CLE TEN Whenever all bonds and obligations of the Issuer have been paid and dis- charged or adequate provision has been made therefor and the Governing Body shall have by written resolution authorized and directed the dissolution of the corporation, the corporation shall be dissolved as provided in the Health Facilities Development Act. Whenever dissolution occurs, the title to all funds and properties then owned by the Issuer shall not be transferred to private ownership, but shall automatically vest in the City of La Porte, Texas, without any further conveyance, transfer or act of any kind whatsoever. ARTICLE ELEVEN The name and street address of each incorporator is as follows: NAME ADDRESS Virginia Cline 328 South Blackwell La Porte,. Texas 77571 805 South Iowa Street Ia Porte, Texas 77571 Jack Owen 326 Falk Street La Porte, Texas 77571 Cherie Black ARTICLE TWELVE The name and address of the sponsoring entity is City Council of the City of La Porte, Texas, 604 West Fainront, Parkway, , , La Porte, Texas 77571 The Governing Body has by resolution specifically. authorized the Issuer to act on its behalf to further the public purpose set forth in such resolution and these Articles of Incorporation and has approved these Articles of Incorporation. -4- J' . . IN WITNESS WHEREOF, we have hereunto set our hands this 4th April, 1984. day of THE STATE OF TEXAS ~ ~ COUNTY OF HARRIS ~ I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 'f-fH. day of April, 1984, Virginia Cline , Jack OWen and Cherie Black , who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators and that the statements therein con- tained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year.ab0~~ written. "","'~'l : plj,'~"..~, ........... ~'\ ~..........II~(~ ~~, ~~~ *. "'(\--:' .. ~. -.... . jj( ... .... .;:::: :...." :. . ... .. ~ ~" =~: ~*'i :: . :! ;, ~. .: OJ,. i ~ _nee ...~~,~ ~ u)-: .... ~1~.~."!;'J ", t'J-b..~;....~'.".~.<'Y,)...~..~ ('s ~) Or: . \ ''',',- " r:; . .." - 11')'1111""" .~~ NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS My Commission Expires: /:;,-;6-80 0384250 WP0229 -5- e e BYLAWS OF CITY OF LA PORTE HEALTH FACILITIES DEVEr,.OP~IENT CORPORATION ARTICLE I NAME AND PURPOSE SECTION 1.1. Name. The name of the corporation is City of La Porte Health Facilities Development Corporation (the "Issuer"). SECTION 1.2. Purpose. The purpose of the Issuer is to acquire, construct, provide, improve, finance and refinance any real, personal, or mixed property, or any interest therein, the financing, refinancing, acquir- ing, providing, constructing, enlarging, remodeling, renovating, improving, furnishing or equipping of which is found by the board of directors of the Issuer to be required, necessary or convenient for health care, research and education, anyone or more, within the State of Texas, all to assist the maintenance of the public health. The Issuer shall be operated exclusively for such purpose without profit, No part of the net earnings of the Issuer shall inure to the benefit of any private shareholder or individual; no substantial part of its activities shall be carrying on propaganda, or other- wise attempting to influence legislation; and it shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE II BOARD OF DIRECTORS SECTION 2.1. Number, Appointment and Tenure. The affairs of the Issuer shall be managed by a board of directors which shall consist of five natural persons. Each director shall be appointed by the City Council of the City of La Porte, Texas, and shall hold office for a term of no more than six years which shall be fixed by the City Council of the City of La Porte, Texas. Each director appointed to fill a vacancy created by the resignation or removal of a director prior to the expiration of his term shall serve for the balance of the unexpired term. Each director shall be removable by the City Council of the City of La Porte, Texas, for cause or at will. Each director shall hold office for the term for which appointed and until a successor shall have been appointed and qualified unless sooner removed. e e SECTION 2.2. Meetings. The board of directors shall not meet regularly, but shall assemble at such special meetings as shall be necessary or advisable to give effect to the purpose for ,which the Issuer ,is organized. Special meetings of the board of directors shall be held at the call of the secretary or the president of the Issuer or upon written requests of any two directors. Notice of each special meeting shall be given by the secretary to each director, either personally or by mail or telegram, not less than three days prior to the meeting unless the president or any two directors declare an emergency, in which case personal notice to each director given not less than two hours prior to the meeting shall be satisfactory. Mailed notice shall be considered given at the earlier of (1) delivery at the address of the director or (2) the expiration of four days after deposit into the United States mail, first class, postage prepaid. Special meetings of the board of directors shall be held at such location within the City of La Porte, Texas, as shall be specified in the notice of the meeting given by the secretary. 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 ground that the meeting is not lawfully called or convened. A waiver in writing by any director of notice of a special meeting, whether such waiver be given before or after the time of the special meeting stated in such notice, shall be the equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of a me!eting of the board of directors need be specified in the notice or waiver of notice of such meeting, except as provided in Section 5.1 of these bylaws. SECTION 2.3. Quorum. The presence of three directors shall be necessary and sufficient for the transaction of business at each meeting of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present may recess the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of direc- tors. SECTION 2.4 Unanimous Consent of Directors. Any action required to be taken at a meeting of the board of directors or which may be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all directors or all of the members of the commit- tee, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with the ,Secretary of State under the Health Facilities Development Act or otherwise executed and delivered by any officer of the Issuer. SECTION 2.5. Committees. The board of directors) by resolution adopted by a majority of the directors in office, may designate one or more committees which, to the extent provided in such resolution, shall have and -2- e e exercise the authority of the board of directors in the management of the Issuer. Each such committee shall consist of two or more persons, all of whom shall be directors. Other committees not having and exercising the authority of the board of directors in the management of the Issuer may be designated and appointed by a resolution adopted by a majority of the directors at a meeting.at which a quorum is present or by the president. Membership on such committees may, but need not be, limited to directors. SECTION 2.6. Compensation of Directors. Each director shall serve as such without compensation, but' shall be reimbursed by the Issuer from legally availa.ble funds for actual expenses incurred in the performance of his duties as a director. SECTION 2.7. Corporate Records. The Issuer shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the board of directors and committees having any of the author- ity of the board of directors. All books and records of the Issuer may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and at all times representatives of the City of La Porte, Texas will have access to the books and records of the Issuer. The City Council of the City of La Porte, Texas shall be entitled to approve all pro- grams and expEmditures of the Issuer and review any financial statements of the Issuer. ARTICLE III OFFICERS SECTION 3.1. Officers. The officers of the Issuer shall be members of the board of directors and shall consist of a president, a vice-president, a secretary, a. treasurer and an assistant secretary and may also include such other officers and assistant officers as the board of directors may elect or the president may appoint at any time and from time to time. Any two or more offices may be held by the same person, except the offices of president and secretary. The board of directors shall elect the officers of the Issuer at its first meeting, and at the first meeting following each anniversary date of the initial issuance of the certificate of incorporation of the Issuer by the Secretary of S~ate, and, in the case of an election to fill any vacant office, at the first meeting following the vacating of such office. Each officer shall hold office for a period of two years. Each officer elected to fill a vacancy which occurs prior to the expiration of the term of such office shall serve for the balance of the unexpired term. Each officer shall hold office for the term for which elected and until a successor is elected and qualified. Any officer elE~cted or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the Issuer will be served thereby. The board of directors may require any officer thereof to give the Issuer bonds in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful -3- e e performance of the duties of their office and for the restoration to the Issuer, in case of the death, resignation, retirement, or removal from office of such person, of all books, papers, vouchers, money, and other property of whatever kind in such person's possession or under such person's control belonging to the Issuer. SECTION 3.2. President. The president shall preside at all meetings of the board of directors. The president shall be chief executive officer of the Issuer and, subject to the control of the board of directors, shall have general charge and supervision of the management of the affairs of the Issuer. The president shall see that all orders and resolutions of the board of directors are carried into effect. The president shall sign and execute all legal documents and instruments in the name of the Issuer when authorized to do so by the board of directors, except when the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Issuer. SECTION 3.3. Vice-President. The vice-president shall, in the event of the absence or disability of the president for any cause whatever, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be prescribed from time to time by the board of directors. SECTION 3.4. Secretary. The secretary shall have charge of the records and cc'rrespondence of the Issuer under the direction of the president. The secretary shall give notice of and attend all meetings of the board of directors and shall take and keep true minutes of and record all votes cast at such meetings. All such records, correspondence and minutes shall be open at all times to inspection by any director and by any representative of the City of La Porte, Texas. The secretary shall also discharge such other duties as shall be assigned to the secretary by the president or the board of directors at any time and from time to time. SECTION 3.5. Treasurer. To the extent not otherwise provided in any resolutions of the board of directors relating to the issuance of bonds, debentures or notes of the Issuer or instruments authorized by the board of directors to provide security therefor, the treasurer shall have the custody of all the funds and securities of the Issuer; shall deposit the same to the credit of the Issuer in such banks or depositories as the board of directors shall designate; shall keep proper books of account and other records showing at all times the amount of the funds and other property belonging to the corporation and of all receipts and disbursemenis of the Issuer, all of which books shall be open at all times to inspection by any director and any repre- sentative of the City of La Porte, Texas; shall, under the direction of the board of directors, disburse all money and sign all checks and other instru- ments drawn on or payable out of the funds of the Issuer; and shall also make such transfers and alterations in the securities of the Issuer as may be ordered by the board of directors. The treasurer shall also discharge such -4- It e additional duties as may be prescribed at any time and from time to time by the board of directors. The treasurer shall render to the president and directors an flccount of all such person's transactions as treasurer and of the financial condition of the Issuer whenever they may request the same. SECTION 3.6. Assistant Secretary. The assistant secretary shall in the event of the absence or disability of the secretary for any cause whatever, discharge the duties of the secretary, and the assistant secretary shall perform such additional duties as may be prescribed at any time and from time to time by the board of directors. ARTICLE IV MISCELLANEOUS SECTION 4.1. Fiscal Year. The fiscal year of the Issuer shall be the period determined by resolution of the board of directors from time to time. SECTION 4.2. Principal Office. The principal office of the Issuer, at which all books and records of the Issuer shall be kept, shall be Ia Porte , Texas. SECTION 4.3. Seal. The official seal of the Issuer shall consist of a five-pointed star surrounded by two concentric circles, the outer circle hearing the name "City of La Porte Health Facilities Development Corporation" and the inner circle bearing the word "TEXAS", and such seal may be impressed, printed or attached to any instrument authorized by the board of directors, but such seal shall not be necessary to the proper execution by the officers of the Issuer of any such instrument unless otherwise specified by the board of directors. SECTION 4.4. Financial Report. At the first meeting following each anniversary date of the issuance of the certificate of incorporation of the Issuer by the Secretary of State the board of directors shall have pre- pared a full and clear statement of the business and condition of the Issuer. ARTICLE V AMENmfENTS SECTION 5.1. Amendments. These bylaws may be altered, amended or repealed, and new bylaw~ may be adopted, by the affirmative vote by a majority of the directo:rs of the Issuer present at any meeting of the board of direc- tors at which a quorum is present, provided that notice of the proposed alteration, aml~ndment, repeal or adoption is contained in the notice of such meeting, and provided further that each such alteration, amendment, repeal or -5- e '," e adoption shall be subject to the approval of the City Council of the City of La Porte, Texas. ARTICLE VI INTERPRETATION AND SEVERABILITY SECTION 6.1. Interpretation. 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 appli- cation 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. 0384251 WP0229 -6-