Loading...
HomeMy WebLinkAboutRES 1979-028 RESOLUTION N0. 79-28 RESOLUTION AUTHORIZING AND APPROVING THE CREATION OF AN INDUSTRIAL DEVELOPMENT CORPORATION PURSUANT TO THE DEVELOPMENT CORPORATION ACT OF 1979 ; APPROVING THE ARTICLES OF INCORPORATION THEREFOR AND APPOINTING THE INITIAL DIRECTORS THEREOF; AND CONTAINING OTHER PROVISIONS AND MAKING � CERTAIN FINDINGS RELATING TO THE SUBJECT � � WHEREAS , the Development Corporation Act of 1979 (the "Act") +� authorizes this City Council , upon receipt of a proper application requesting such action, to authorize and approve the creation and organization of an industrial development corporation to act on behalf of the City for the purpose of promoting and developing commercial, industrial, manufacturing and medical research enterprises in order to promote and encourage employment , public health and public welfare; and WHEREAS , the Act authorizes any such non-profit corporation thus created to issue obligations on behal� of the City and to utilize the proceeds from the sale thereof �or the purposes aforesaid and to expend the same in accordance with the powers contained therein; and WHEREAS , pursuant to Section 4 of the Act , three (3) natural persons , each of whom is at least eighteen (18) years of age and is a qualified elector of the City has filed with this City Council their written application requesting that the City authorize and approve the creation of an industrial development corporation under the provisions of the Act to act on behalf of the City; and WHEREAS , the City Council had found and determined and hereby finds and determines that all prerequisites of law have been ; satisfied and that said Application has been and is signed by no� ; less than three (3) natural persons properly qualified to sign and �,� present the same under the Act; and WHEREAS , the City Council by this Resolution desires to and intends to take all steps necessary and prerequisite to the creation of said corporation for said purpose; and WHEREAS , the meeting at whic� this Resolution is considered is open to the public as required by �.aw, and public notice of time, place and purpose of said meeting was given as required by Article 6252-17 , Vernon' s Texas Civil Statutes , as amended. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITX OF GRAPEVINE , TEXAS : Section 1. That the findings and declarations contai.ned in the preambles to this Resolution are hereby repeated and incorporated herein as part of this Resolution. Section 2 . That this City Counci�. hereby finds and determines that it is advisable that a corporation, to be named the "Grapevine Industrial Development Corporation" (the "Corporation") , be authorized and created with the powers granted a�n the Act to act on behalf of the City as its duly constituted authority �oz the limited public purposes of promoting and developing commercial , industrial , '"'� manufacturing and medical research enterprises to promote and encourage employment , public health and publ.ic welfare. � Section 3 . That the City Council hereby approves the Articles of Incorporation for the Corporation in substant�ally the form attached hereto as Exhibit "A" , and author�.zes the incorporators of the Corporation to file the same with the Secretary of State in accordance with the requirements and provisions of the Act . Section 4. That the City Council hereby appoints Aulton Mullendore , Charles Dunn, and David Florence, each of whom is at least eighteen (18) years of age , and is a duly qualified elector of the City on the date of this appointment , to serve as the initial members of the Board of Directors of the Corporation, such service to be at a�1 times subject to the powers of the City under the Act and the Articles of Incorporation hereby approved. � Section 5 . That any and a�l bonds , nates or other similar � obligations issued by the Corporation shall contain a provision, i condition, or recital substantially to the effect that they shall ,� never be deemed to be or create an indebtedness or liability, or a special , general or moral obligation payable out of any funds of the City of Grapevine , the same to be payable solely out of the funds and properties of the Corporation. Section 6. That it is intended that the Corporation be a duly constituted authority of the City of Grapevine within the meaning of regulations and revenue rulings of the Treasury Department and the Internal Revenue Service of the Un�ted States promulgated under Section 103 of the Internal Revenue Code o� 1�54, as amended. Section 7 . That this Resolution shall take effect immediately from and after its adoption. PASSED AND APPROVED this 21st day of August , 1979 . � ` Mayor ,�-., ATTEST : � City S cret ry (SEAL) � City Attorney �� �! �� EXHIBIT "A" ARTICLES OF INCORPORATION OF GRAPEVINE INDUSTRIAL DEVELOPMENT CORPORATION �. We , the undersigned natural persons , each of whom is at least eighteen (18) years of age , a citizen of the State of Texas , and a , qualified elector of the City of Grapevine , Texas , acting as incor- porators of a corporation under the Development Corporation Act of `"`""�' 1979 , adopted by the 66th Texas Legislature, Regular Session, 1979 , do hereby adopt the following Articles of Incorporation for such Corporation: ARTICLE 1 The name of the Corporation is GRAPEV�NE I.NDUSTRIAL DEVELOPMENT CORPORATION. ARTICLE II The Corporation is a non-profit corporation. ARTICLE III The duration of the Corporation shal.l be perpetuaJ.. ARTICLE IV The Corporation is organized solel.y for the purposes of promoting and developing commercial , industrial. , manufactuzing and medical research enterprises to promote and encourage employment , public health and public welfare, a11 to be done as the duly consti- tuted authortiy of the City of Grapevine, Texas , and the Corporation ,, , may issue bonds on behalf of said City for said purposes and in accordance with the powers granted under the Deve�.opment Corporation Act of 1979 . ARTICLE V The Corporation sha11 have no members and is a non-stock corporation. ARTICLE VI The street address of the initia�. registered office o� the Corporation is 211 N. Ervay Building, Suite 1�.00 , Da11as , Texas , and the name of its initial registered agent at such address is John F. Boyle , Jr. ARTICLE VII All powers of the Corporation sha7.1 be vested in a Board of Directors consisting of three (3) persons , each of whom shall be appointed by written resolution of the governing body of the City of Grapevine, Texas , and whom sha1.1 be a quali�ied elector of such City. Each director sha11 serve for a term of s�x (6� years or until his or her successor is appointed by tk�.e governing body of such City; provided, however, that if any director shall at any time be also a member of the governing body of such City, then the term of such director shall never exceed the period for which ,,,�,�, such director is a member of such governing body. Any director may be removed from office at any time , with or without cause , by written resolution of the governing body of the City. A1�. ! vacancies , from whatever cause, sha11 be �illed by the governing �'"' body of the City. All other matters pertaining to the i.nternal. affairs of the Corporation shall be governed by the bylaws o� the Corporation, so long as such bylaws are not inconsistent with these Articles of Incorporation, the Devel.opment Corporation Act o� 1979 , oar any other law of the State of Texas . ARTICLE VIII The number of directors constituting the initial Board of Directors of the Corporation is three (3) . The names of and addresses of the initial directors , each of whom is a qualified elector of the City of Grapevine , Texas , are: ,�:� Aulton D. Mullendore 1928 Sheffield Grapevine , Texas 76051 Charles Dunn 2823 Wentwood �F� Grapevine , Texas 76051 David A. Florence 409 Azalea Grapevine, Texas 76051 ARTICLE IX The names and street addresses of the incorporators , each of whom resides within the City of Grapevine, Texas , are : John F. Boyle, Jr. 211 North Ervay Building Suite 1100 Dallas , Texas 75201 Ray Hutchison 211 North Ervay Building Suite 1100 Dallas , Texas 75201 Robert Dransfield 211 North Ervey Building Suite 1100 Dallas , Texas 75201 ARTICLE X On August 21 , 1979 , the governing body of the City of Grapevine, � ` Texas , duly adopted a resolution approving the form 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 said resolution and in Articles IV of these Articles of Incorporation. ARTICLE XI These Articles of Incorporation may at any time and from time to time be amended by either of the following methods : (i� the members of the board of directors of the Corporation may file with the governing body of the City an application in writing seeking permission to amend the articles of incorporation, specifying in such application the amendment proposed to be made, and if said governing body by appropriate resolution sha�l duly find and determine that it is wise, expedient , necessary or advisable that the proposed amendment be made and sha11 approve the �orm of the same and authorize it to be made , then the board of directors of the Corporation may amend the articles of incorporat�on by adopting such amendment at a meeting of the board of directors and delivering articles of amendment to the Secretary of State , or (ii� the governing body of the City may, in its sole discretion, and at any time , alter or change the structure , organization, programs , or activities of the Corporation (including the power to terminate the Corporation) , subject to any limitation of the impairment of contracts entered into �"� by the Corporation, by adopting an amendment to these Articles of � Incorporation and delivering articles of amendment to the Secretary of State � 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 purpose 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. 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 o�fice . ARTICLE XIII If the Corporation ever should be dissolved �hen it has , or is entitled to , any interest in any funds or property or 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 the City, after satisfaction or provision for satisfaction of debts and claims . IN WITNESS WHEREQF , we have hereunto set our hands , this day of , 1979 . �:� � Incorporators �..� �' THE STATE OF TEXAS � � COUNTY OF TARRANT � ,,�.. I , the undersigned, a Notary Public, do hereby certify that � on this the day of , 1979 , personally appeared � before me , , and , 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 contained are true. IN WITNESS WHREOF , I have hereunto set my hand and seal the day and year above written. Notary Publ�ic in and for Tarrant County, Texas �'"° (S EAL) � �� �