HomeMy WebLinkAboutORD 1990-061 ORDINANCE NO. 90-61
�
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
� OF GRAPEVINE, TEXAS, AUTHORIZING AND
APPROVING THE CREATION OF THE GRAPEVINE
ECONOMIC DEVELOPMENT CORPORATION PURSUANT TO
THE TEXAS NON-PROFIT CORPORATION ACT;
APPROVING THE ARTICLES OF INCORPORATION AND
APPOINTING THE INITIAL DIRECTORS THEREOF;
APPROVING THE INITIAL BYLAWS THEREOF;
CONTAINING OTHER PROVISIONS AND MAKING
CERTAIN FINDINGS RELATING TO THE SUBJECT;
PROVIDING A SEVERABILITY CLAUSE; DECLARING
AN EMERGENCY; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, this City Council (the "City Council" ) of the
City of Grapevine, Texas (the "City" ) , as a home rule city
acting pursuant to its duly adopted home rule Charter (the
"Charter" ) and the general laws of the State of Texas, has
determined, and hereby determines that the public interest of
its citizens requires that it, from time to time, provide
financing for the promotion of economic development of the
City by issuing tax-exempt obligations which are not secured
by the pledge of the credit of the City;
�'' WHEREAS, the City Council desires to authorize and
approve the creation of a nonprofit corporation (the '
�„ "Corporation" ) to assist the City in the promotion of such
economic development; and
WHEREAS, the City Council is authorized to approve the
creation of a nonprofit corporation pursuant to the Texas
Non-Profit Corporation Act, Article 1396-1. 01, et seQ. , TEX. '
REV. CIV. STAT. ANN. , as amended (the "Act" ) to act on behalf
of the City as its duly constituted and authorized authority
and instrumentality for the purposes of the Act; and
WHEREAS, pursuant to the Act the Corporation will have
all the power granted thereby, including the power to issue
� notes, bonds and other obligations on behalf of the City to
accomplish the purposes of the Corporation; and
WHEREAS, the City Council has found and determined that
all prerequisites of law have been satisfied; and
WHEREAS, the City Council by this Ordinance intends to
take all steps necessary and prerequisite to the creation of
the Corporation; and
"""� WHEREAS, this meeting is open to the public as required ',
by law, and public notice of the time, place and purpose �of '
� 0776X/3 �
„�, this meeting was given as required by Article 6252-17, Vernon' s
Annotated Texas Civil Statutes, as amended;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
�"”" CITY OF GRAPEVINE, TEXAS:
Section 1. That the findings and declarations
contained in the preambles of this Ordinance are incorporated
herein as part of this Ordinance.
Section 2 . That the City Council hereby finds and
determines that it is advisable and in the public interest and
benefit that the City, acting under the authority of its duly ,
adopted home rule charter and the general laws of the State of
Texas, from time to time, provide needed tax-exempt financing
for the purposes of promoting economic development in the City.
Section 3 . That the City Council hereby finds and
determines that it is advisable and in the public interest and
benefit that the Corporation, to be named the °Grapevine
Economic Development Corporation, " be and is hereby authorized
and created with the powers granted in the Act to act on behalf
of the City as its duly constituted authority and _
instrumentality.
,�: ,, Section 4 . That the City Council hereby approves the
Articles of Incorporation (the "Articles" ) for the Corporation
in substantially the form and substance attached hereto as
�_� Exhibit A and authorizes the incorporator or incorporators
thereof to file the Articles with the Secretary of State of
Texas in accordance with the Act; provided that, in the event
the name chosen for the Corporation is not available, the
incorporator or incorporators are authorized to change the name
without the further approval of this City Council.
Section 5 . That the City Council hereby appoints those
persons named in the Articles, each of whom on the date of his
appointment is duly qualified in accordance with the Act, to
serve as the initial members of the Board of Directors of the
. Corporation, such service to be at all times subject to the
powers of the City under the Act and the Articles .
Section 6 . That any and all bonds, notes . or other
obligations issued by the Corporation shall contain a
provision, condition or recital substantially to the effect
that they shall never be deemed to be or create an indebtedness
or liability of, or a special, general or moral obligation
payable out of any funds of, _the City, and that they shall be
payable solely out of funds and properties pledged thereto.
� Section 7 . That it is intended that the Corporation be
a duly constituted authority and instrumentality of the City
�
with the power to act on its behalf within the meaning of
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� regulations and revenue rulings of the Internal Revenue Service
of the United States promulgated under Sections 103 and 115 of
the Internal Revenue Code, as amended.
�
Section 8. That the City Council hereby approves the
initial Bylaws for the Corporation in substantially the form
and substance attached hereto as Exhibit B.
Section 9 . That if any section, article, paragraph,
sentence, clause, phrase or word in this Ordinance, or
application thereto any person or circumstances is held invalid ,
or unconstitutional by a Court of competent jurisdiction, such
holding shall not affect the validity of the remaining portions
of this Ordinance; and the City Council hereby declares it
would have passed such remaining portions of the Ordinance
despite such invalidity, which remaining portions shall remain
in full force and effect.
Section 10 . That the fact that the present ordinances
and regulations of the City of Grapevine, Texas, are inadequate
to properly safeguard the health, safety, morals, peace and
general welfare of the inhabitants of the City of Grapevine,
Texas, creates an emergency for the immediate preservation of
the public business, property, health, safety and general
welfare of the public which requires that this Ordinance shall
�•e become effective from and after the date of its passage, and it
is accordingly so ordained.
'�'"" PASSED AND APRPOVED by the City Council of the City of
Grapevine,Texas this the 16th day of October, 1990.
Mayor,
City of Grapevine, Texas
ATTEST:
i Secretary,
City of Grapevin , Texas
[SEAL]
APPROVED AS TO FORM:
\
City Attorney, �
�, City of Grapevine, Texas
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EXHIBIT "A" TO
ORDINANCE NO. 90-61
ARTICLES OF INCORPORATION
e��*
OF
� GRAPEVINE ECONOMIC DEVELOPMENT CORPORATION
I, the undersigned natural person, who is at least 18
years of age and who is a citizen of the � State of Texas, as
incorporator of a corporation under the Texas Non-Profit
Corporation Act, Article 1396-1. 01 et secx. TEX. REV. CIV. STAT.
ANN. , as amended (the "Act" ) , do hereby adopt the following
Articles of Incorporation for such corporation:
ARTICLE I
The name of the Corporation is "Grapevine Economic
Development Corporation" (the "Corporation" ) .
ARTICLE II
The Corporation is a nonprofit corporation.
ARTICLE III
� a
The duration of the Corporation is perpetual.
ARTICLE IV
�� The Corporation is organized for the purposes of
assisting the City of Grapevine, Texas (the "City" ) , in
promoting economic development for industrial, commercial,
trade, scientific, educational and other economic enterprises
to promote and encourage employment, education and the public
welfare of, for, and on behalf of the City, all to be done as
the duly constituted authority of the City.
In fulfilling its corporate purpose, the Corporation may
exercise all powers granted under the Act, including the
issuance of bonds, notes or other obligations ( "Obligations " ) ,
' which Obligations shall be deemed to have been issued on behalf
of the City. Such Obligations shall not constitute obligations
of the City, but shall be payable solely out of the revenues -
and receipts derived from the projects financed by the
Obligations . The City sha11 never be liable for the payment of
principal, premium or interest on any Obligations issued by the
Corporation.
ARTICLE V
""'�'" The Corporation shall have no members and is a nonstock
corporation. .
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„,�„ ARTICLE VI
The street address of the initial registered office of
the Corporation is 413 Main Street, Grapevine, Texas 76051, and
�”' the name of the initial registered agent at such address is
Mark Watson.
ARTICLE VII
All powers of the Corporation shall be vested in a Board
of Directors, each of whom shall be appointed by the governing
body of the City. The number of Directors and the terms of
office shall be fixed by the bylaws of the Corporation
consistent with the Act. The Directors shall serve without
compensation except that they shall be reimbursed for their
actual expenses incurred in the performance of their official
duties .
Al1 other matters pertaining to the internal affairs of
the Corporation shall be governed by the bylaws of the
Corporation so long as such bylaws are not inconsistent with
these Articles of Incorporation or any law. Such bylaws and
any amendments thereto shall be approved by the governing body
of the City.
�- , ARTICLE VIII
The number of directors constituting the initial Board of
`�� Directors is three. The names and addresses of the initial
directors are:
NAME: ADDRESS:
Larry Oliver 100 Crosscreek Drive
� - Grapevine, Texas 76051
William D. Tate 1200 S. Main Street
Suite 1200
_ ._.� � Grapevine, Texas 76051
..;,�. _. .:.
- _�..._, . _
Ted Ware 1322 Bellaire Drive
-��� - Grapevine, Texas 76051
-. . --- ARTICLE IX
The name and street address of the incorporator is:
NAME: ADDRESS:
,�, William D. Tate 1200 S. Main Street
Suite 1200
Grapevine, Texas 76051
�
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ARTICLE X
On October 16, 1990, the governing body of the City (the
"City Council" ) duly adopted an ordinance approving the form
and substance of these Articles of Incorporation, approving the
creation of the Corporation, and authorizing the Corporation to
act on its behalf to further the public purposes stated in the
ordinance and these Articles of Incorporation.
ARTICLE XI
These Articles of Incorporation may at any time and from
time to time be amended in the manner provided in the Act with
the approval of the City Council.
ARTICLE XII
No dividends shall ever be paid by the Corporation and no
part of its net earnings (beyond that necessary for retirement
of the indebtedness of the Corporation or to implement the
public purposes of the City for which the Corporation has been
created) shall be distributed to or inure. to the benefit of its
directors or officers or any private person, firm, corporation
or association except in reasonable amounts for services
rendered. In the event the Board of Directors of the
�� Corporation 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 any project shall be paid
to the City. No substantial part of the Corporation' s
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
distributing of statements) , any political campaign on behalf
of or in opposition to any candidate for public office.
ARTICLE XIII
. If the Corporation ever should be dissolved when it has,
or is entitled to, any interest in any funds or property of any
kind, real, personal or mixed, such funds or property or rights
thereto shall not be transferred to private ownership but shall
be transferred and delivered to, and shall vest in, the City
after satisfaction or provision for satisfaction of debts and
claims have been made, as authorized by Article 1396-6 . 02A. (3)
of the Act.
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�,,, IN WITNESS WHEREOF, I have hereunto set my hand
this 16th day of October , 1990 .
� .
Incorporator
STATE OF TEXAS §
�
COUNTY OF TARRANT §
I, the undersigned, a Notary Public of the State of
Texas, do hereby certify that on this IF'�' day of October,
1990, personally appeared before me William D. Tate, who, being
by me first duly sworn, declared that he is the person who
signed the foregoing document as an incorporator and that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
the date and year above written.
�..,,, cl.v
Notary Public, S of Texas
� My Commission Expires: '
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EXHIBIT "B" TO
ORDINANCE NO. 90-61
,� BYLAWS
OF
� GRAPEVINE ECONOMIC DEVELOPMENT CORPORATION
ARTICLE I
POWERS AND PURPOSES
Section l. l. Issuance of Obligations ; Financing of
Projects . In order to implement the purposes for which the
Grapevine Economic Development Corporation (the "Corporation" )
was formed, as set forth in its Articles of Incorporation, the
Corporation may issue obligations to finance all or part of the
cost of one or more projects pursuant to the Texas Non-Profit
Corporation Act, Article 1396-1 . 01 et seQ. TEX. REV. CIV. STAT.
ANN. , as amended (the "Act" ) , upon compliance with all
provisions thereof.
Section 1.2 . Books and Records ; Approval of ProQrams 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 and
committee� having any of the authority of the Board of
.� Directors . All books and records of the Corporation may be
inspected by any director or his or her agent or attorney for
any proper purpose at any reasonable time; and at all times the
''�"" City Council (the "Governing Body" ) of the City of Grapevine,
Texas (the "City" ) , will have access to the books and records
of the Corporation. The City shall be entitled to approve all
programs and expenditures of the Corporation and annually
review any financial statements of the Corporation.
Section 1. 3. Local Regulations . The Corporation, by
action of the Board of Directors, with the approval of the
Governing Body, shall be authorized to promulgate, implement
and amend local regulations governing the receipt, processing
and approval of applications for financial participation in
development projects and prescribing the fees to be paid by
applicants in amounts reasonably estimated � to pay the
ministerial and staff costs and expenses of the Corporation,
plus reasonable reserves therefor.
Section 1.4 . Staff Functions . Staff functions for the
Corporation may be performed by the City, as directed by the
Governing Body, and the Corporation, from fees collected by it,
shall pay the amount of costs for such services as from time to
time shall be billed to the Corporation by the City.
�
Section 1 .5 . Powers in General . The Corporation may
exercise all powers granted under the Act, consistent with its
,�, Articles of Incorporation.
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�,, ARTICLE II
BOARD OF DIRECTORS
"�"' Section 2 . 1. Appointment, Powers, Number and Term of
Office. The Board of Directors shall exercise all of the
powers of the Corporation, subject to the restrictions imposed
by law, the Articles of Incorporation and these Bylaws .
The Board of Directors shall consist of three directors,
each of whom shall be appointed by the Governing Body. The
term of each directorship (including the initial directors) is
six years . No director shall be appointed to serve for a term
of more than six years .
The directors constituting the first Board of Directors
shall be those directors named in the Articles of
Incorporation, each of whom, as well as any subsequent
directors, shall serve for the term to which he or she is
appointed or until his or her successor is appointed by the
Governing Body.
Any director may be removed from office at any time by
the Governing Body, for cause or at will. Any vacancies
occurring in the Board of Directors shall be filled by
�, :, appointment by the Governing Body.
Section 2 .2 . Meetings of Directors . The Board of
�� Directors may hold its meetings at any place authorized by the
Act, as the Board of Directors may from time to time determine;
provided that, in the absence of any such determination by the
Board of Directors, the meetings shall be held at the principal
office of the Corporation. The Board of Directors shall
conduct its meetings in accordance with the requirements of the
ACt.
Section 2 . 3 . Regular Meetings . Regular meetings of the
Board of Directors shall be held at such times and places as
shall be designated, from time to time, by resolution of the
. Board of Directors . Notice of regular meetings need not be
given to Directors, but if notice is required by law to be
given to anyone else, such notice will be given in the manner
prescribed by law.
Section 2 .4 . Special Meetings . Special meetings of the
Board of Directors shall be held whenever calied by the
president, by the secretary or by a majority of the directors
then in 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 hours before the meeting. Notice required by law
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to be given to anyone else shall be given in the manner
prescribed by law. Unless otherwise indicated in the notice
thereof, any and all matters pertaining to the purposes of the
Corporation may be considered and acted• upon at a special
`�"' meeting. At any meeting at which every director is present,
even though without any notice, any matter pertaining to the
purpose of the Corporation may be considered and acted upon.
Section 2 .5 . uorum. A majority of the directors fixed
by these Bylaws shall constitute a quorum for the consideration
of matters pertaining 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 2 . 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 Directors may determine.
Section 2 . 7 . Compensation of Directors . Directors shall
not receive any compensation for their services as directors
except that they shall be reimbursed for their actual expenses
incurred in the performance of their official duties .
,� ,.
ARTICLE III
+�* OFFICERS
Section 3 . 1. Titles and Term of Office. The officers of
the Corporation shall be a president, a vice president, a
secretary and a treasurer, and such other officers as the Board
of Directors may from time to time elect or appoint. One
person may hold more than one office, except that the president
shall not hold the office of secretary. Each officer shall be
appointed by a majority vote of the directors then in office
and shall hold office for a term of three years or until his or
her successor is elected or appointed.
All officers shall be subject to removal from office with
or without cause at any time by a majority vote of the
directors then in office.
A vacancy in any office shall be filled by appointment by
a majority vote of the directors then in office.
Section 3 .2 . President. The president shall be the
chief executive officer of the Corporation, and, subject to the
�,,, Board of Directors, the president shall be in general charge of
the properties and affairs of the Corporation; the president
shall preside at all meetings of the Board of Directors; in
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„� furtherance of the purposes of this Corporation, the president
may sign and execute all contracts, conveyances, franchises,
bonds, deeds, assignments, mortgages, notes and other
�
instruments in the name of the Corporation.
Section 3 . 3 . Vice President. The vice president shall
have such powers and duties as may be assigned by the Board of
Directors and shall exercise the powers of the president during
the president' 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 of the president to act at the time such action was
taken.
Section 3 .4 . Treasurer. The treasurer shall have
custody of all the funds and securities of the Corporation that
come into his or her hands . When necessary or proper, the
treasurer may sign or endorse, on behalf of the Corporatian,
for collection or payment, checks, notes and other obligations
and shall deposit any funds received to the credit of the
Corporation in such bank or banks or depositories as shall be
designated by the Board of Directors; whenever required by the
Board of Directors, the treasurer shall render a statement of
the treasurer' s cash account; the treasurer 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
amounts of all monies received and paid out on account of the
Corporation; the treasurer shall perform all acts incident to
�► the position of treasurer subject to the control of the Board
of Directors; the treasurer, if required by the Board of
Directors, shall give such bond for the faithful discharge of
his or her duties in such form as the Board of Directors may
require.
Section 3 .5 . Secretarv. The secretary shall keep the
minutes of all meetings of the Board of Directors in books
provided for that purpose; the secretary shall attend to the
giving and serving of all notices; in furtherance of the
purposes of this Corporation, the secretary may sign with the
, president in the name of the Corporation, or attest the
signature thereto, all contracts, conveyances, franchises,
bonds, deeds, assignments, mortgages, notes and other
instruments of the Corporation; the secretary shall have charge
of the corporate books, records and securities of which the
treasurer shall have custody and charge, and such other books
and papers as the Board of Directors may direct, all of which
shall at all reasonable times be open to inspection upon
application at the office of the Corporation during business
hours; and the secretary shall in general perform all duties
,�, incident to the office of secretary subject to the control of
the Board of Directors .
�
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�,,, In the absence of the secretary, the president may
appoint any person other than the president, to act as
secretary during such absence.
�"" Section 3. 6 . Compensation. Officers as such shall not
receive any compensation for their services as officers except
that they shall be reimbursed for their actual expenses
incurred in the performance of their official duties .
ARTICLE IV
PROVISIONS REGARDING BYLAWS
Section 4 . 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
(2) the adoption of these Bylaws by the Board of
Directors .
Section 4 .2 . Amendments to Bylaws . These Bylaws may be
amended at any time and from time to time by a majority vote of
the directors then in office with approval of the City by
� ;,, resolution of the Governing Body, or at the sole discretion of
the Governing Body.
� Section 4. 3 . Interpretation of Bylaws . These Bylaws
shall be liberally construed to effectuate the purposes set
forth herein. If any word, phrase, clause, sentence,
paragraph, section or other part of these Bylaws, or the
application thereof to any person or circumstance, shall ever
be held to be invalid or unconstitutional by any court of
competent jurisdiction, the remainder of these Bylaws and the
application of such word, phrase, clause, sentence, paragraph,
section or other part of these Bylaws to any other person or
circumstance shall not be affected thereby.
ARTICLE V
GENERAL PROVISIONS
Section 5 . 1. Principal Office. The principal office of
the Corporation shall be located at City Hall, 413 Main Street,
Grapevine, Texas 76051 .
Section 5 . 2 . Fiscal Year. The fiscal year of the
Corporation shall be as determined by the Board of Directors .
� Section 5 . 3 . Seal . The seal of the Corporation shall be
as determined by the Board of Directors .
�
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�, Section 5 .4 . Notice and Waiver of Notice. Whenever any
notice whatsoever is required to be given to the Board of
Directors under the Act, the Articles of Incorporation or these
Bylaws, such notice shall be deemed to be sufficient if given
'�'"' by depositing it in a post office box in a sealed postpaid
wrapper addressed to the person entitled thereto at his or her
post office address, as it appears on the books of the
Corporation, and such notice shall be deemed to have been given
on the day of such mailing.
Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is
not lawfully called or convened. A waiver of notice in
writing, signed by the person or persons entitled to notice,
whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
Neither the business to be transacted at nor the purpose
of any regular or special meeting of the Board of Directors
need be specified in the notice of such meeting, unless
required by the Board of Directors.
If any notice whatsoever is required to be given to the
�, .� public by law, such notice shall be given in the manner
prescribed by law.
� Section 5 .5 . Resignations . Any director or officer may
resign at any time. Such resignations 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 president
or the secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in
the resignation.
Section 5 . 6 . Approval of the Governinq Body. To the
extent these Bylaws refer to any approval or other action to be
taken by the City, such approval or action shall be evidenced
. by a certified copy of a resolution, order or motion duly
adopted by the Governing Body.
Section 5 . 7 . Action Without a Meeting of Directors . Any
action that may be taken at a meeting of the Board of Directors
may be taken without a meeting if a consent in writing, setting
forth the action to be taken, is signed by all of the directors
then in office. Such consent shall have the same force and
effect as a unanimous vote and may be stated as such in any
articles or document filed with the Secretary of State or any
�, other person.
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�,a,, Section 5 .8 . Organizational Control. The City, at its
sole discretion, and at any time, may alter or change the
structure, organization, programs or activities of the
� Corporation (including the termination of the Corporation) ,
subject to any limitation on the impairment of contracts
entered into by such Corporation.
Section 5.9 . Dissolution of the Corporation. Upon
dissolution 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 City.
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