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Resolution 94-13 RESOLUTION NO. 94-13 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, APPROVING THE ARTICLES OF INCORPORATION FOR THE WYLIE PARK AND RECREATION FACILITIES DEVELOPMENT CORPORATION; AUTHORIZING THE EXECUTION AND FILING OF SUCH ARTICLES; AND AUTHORIZING THE WYLIE PARK AND RECREATION FACILITIES DEVELOPMENT CORPORATION TO ACT ON BEHALF OF THE CITY TO FURTHER THE PUBLIC PURPOSES AS STATED IN THE ARTICLES OF INCORPORATION WHEREAS, the qualified voters of the City of Wylie, voting at an election called for the purpose of considering the imposition of a one half cent sales tax pursuant to the Development Corporation Act of 1979, as amended, Art. 5190.6 of Tex. Rev. Civ. Stat. Ann., as amended (The Act) approved the imposition of such tax, with the vote being 107 votes in favor of such tax and 47 votes against; and, WHEREAS, the City Council ordered imposition of said one-half cent sales tax, effective as of July 1, 1994, by passage of Ordinance No. 94-1 on the 25th day of January, 1994; and, WHEREAS, the Act requires creation and maintenance of a Development Corporation to receive and manage such sales tax receipts, which said corporation is dependent upon the City Council for its authority to act on behalf of the City in accordance with the Act; WHEREAS, the City Council desires to create a Development Corporation in accordance with and for the purposes expressed in Section 4B of the Act; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, as follows: SECTION I That the Articles of Incorporation for the Wylie Park and Recreation Facilities Development Corporation, a copy of which being attached hereto as Exhibit A and fully incorporated herein by reference, be, and the same hereby are, approved as the Articles of Incorporation for said corporation; the incorporators named therein are authorized to execute said articles; and the City Attorney is directed to file the same with the Secretary Of State's Office, forthwith. SECTION II That upon filing of the articles of incorporation and issuance of a certificate of incorporation therefore by the Secretary of State the said corporation be, and it hereby is, specifically authorized to act on behalf of the Wylie City Council to further the following public purposes as stated in Article Four of the Articles of Incorporation. DUL y PASSED AND APPROVED by the City Council of the City of Wylie, Texas this 14th day of June, 1994. .1 I i .1 / }~il //;~ "mes D. Swartz Mayor "- Attest: ~~ Mary Nichols City Secretary ARTICLES OF FILED In the Office of th INCORPORATION Secretary of State ofl OF JUN 171994 WYLIE PARK AND RECREATION FACILITIES DEVELOPMENT CORPORATION Corporations Sectic WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age and is qualified elector of the City of Wylie, Texas (the "City"), acting as incorporators of a public instrumentality and non-profit industrial development corporation (the "Corporation") under the Development Corporation Act of 1979, as amended, Article 5190.6, Tex. Rev. Civ. Stat. Ann., as amended (the" Act"), with the approval of the City Council (the "City Council "), do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE ONE The name of the Corporation is Wylie Park and Recreation Facilities Development Corporation. ARTICLE TWO The Corporation is a non-profit industrial development corporation under the Act and is governed by Section 4B of the Act. ARTICLE THREE Subject to the provisions of Article Eleven of these Articles, the period of duration of the Corporation is perpetual. ARTICLE FOUR (a) The purpose of the Corporation is to promote economic development within the City and the State of Texas in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the City by developing, implementing, providing, and financing projects under the Act and as defined in Section 4B of the Act. 1 (b) In the fulfillment of its corporate purpose, the Corporation shall have the power to provide financing to pay the costs of projects through the issuance or execution of bonds, notes, and other fOnTIS of debt instruments, and to acquire, maintain and lease and sell property, and interests therein, all to be done and accomplished on behalf of the City and for its benefit and to accomplish its public and governmental purposes as its duly constituted authority and public instrumentality pursuant to the Act and under, and within the meaning of, the Internal Revenue Code of 1986, as amended, and the applicable regulations of the United States Treasury Department and the rulings of the Internal Revenue Service of the United States prescribed and promulgated thereunder. (c) In the fulfillment of it~ corporate purpose, the Corporation shall have and may exercise the powers described in paragraph (b) of this Article, together with all of the other powers granted to corporations that are incorporated under the Act and that are governed by Section 48 thereof, and, to the extent not in conflict with the Act, the Corporation shall additionally have and may exercise all of the rights, powers, privileges, authorities, and functions given by the general laws of the State of Texas to nonprofit corporations under the Texas Non- Profit Corporation Act, as amended, Article 1396-1.01, ~., Vernon's Ann. Civ. St., as amended. (d) The Corporation is a corporation having the purposes and powers permitted by the Act pursuant to the authority granted in Article III, Section 52-a of the Texas Constitution, but the Corporation does not have, and shall not exercise the powers of sovereignty of the City, including the power to tax (except for the power to receive and use the sales and use taxes specified in Section 48 of the Act) and the police power, except that the Corporation shall have, and may exercise the power of eminent domain when the exercise thereof is approved by the City Council. However, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code), the Corporation is a governmental unit and its actions are governmental functions. (e) No bonds, notes, or other debt instruments or other obligations, contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the contracts, agreements, bonds, notes, or other debt instruments or other obligations, or the lending of credit, or a grant of the public money or things of value, of, belonging to, or by the State of Texas, the City, or any other political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. Any and all of such contracts, agreements, bonds, notes and other debt instruments and other obligations, contracts and agreements shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by Section 4B of the Act and from such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. ARTICLE FrVE The Corporation has no members and is a non-stock corporation. 2 ARTICLE SIX These Articles of Incorporation may be amended in either one of the methods prescribed in this Article. (a) Pursuant to the powers of the City contained in Section 17(b) of the Act, the City Council, by resolution, may amend these Articles of Incorporation by filing amendments hereto with the Secretary of State as provided by the Act. (b) The board of directors of the Corporation may file a written application with the City Council requesting approval of proposed amendments to these Articles of Incorporation, specifying in such application the proposed amendments. If the City Council, by appropriate resolution, finds and determines that it is advisable that the proposed amendments be made, authorizes the same to be made, and approves the form of the proposed amendments, the board of directors of the Corporation may proceed to amend these Articles of Incorporation in the matter provided by the Act. (c) The board of directors of the Corporation shall not have any power to amend these Articles of Incorporation except in accordance with the procedures established in paragraph (b) of this Article. ARTICLE SEVEN The street address of the initial registered office of the Corporation is the City Hall, 2000 Highway 78 North, Wylie, Texas 75098 and the name of its initial registered agent at such address is Steven P. Norwood. ARTICLE EIGHT The affairs of the Corporation shall be managed by a board of directors which shall be composed of seven persons appointed by the City Council, who are residents of the City. Three of the directors shall be persons who are not employees, officers, or members of the governing body of the City of Wylie. The incorporators of the corporation, as hereinafter named, s~ll serve as the temporary initial directors for the corporation until permanent initial directors are appointed by the City Council. The initial terms of the directors shall be staggered so that four members shall expire on May 31 of even numbered years and three members on May 31 of odd numbered years, with the. Council Member Director's initial terms expiring in the same year as their current term of elected office. All subsequent terms shall be for a period of two years. Each director shall hold office for the term for which the director is appointed unless sooner removed or resigned. Each director, including the initial directors, shall be eligible for reappointment. Directors are removable by the City Council at any time with or without cause. If a director of the who is a 3 council member shall cease to be a member of the City Council, such event shall constitute an automatic resignation as a director and such vacancy shall be filled in the same manner as for other vacancies of the same class. Any vacancy occurring on the board of directors through death, resignation or otherwise shall be filled by appointment of the City Council to hold office until the expiration of the vacating member's term. ARTICLE NINE The name and street address of each incorporator is: James D. Swartz 506 W. Jefferson, Wylie, TX 75098 Ortie Messenger 504 Rustic Circle, Wylie, TX 75098 Reta Allen 311 Hilltop, Wylie, TX 75098 Steven R. Wright 406 E. Stone, Wylie, TX 75098 ARTICLE TEN (a) The initial bylaws of the Corporation shall be in the form and substance approved by the City Council. Such bylaws shall be adopted by the Corporation's board of directors and shall, together with these Articles of Incorporation, govern the internal affairs of the Corporation until and unless amended in accordance with this Article. (b) Amendments to the bylaws may be initiated by either the City Councilor the board of directors. (c) Neither the initial bylaws nor any subsequently effective bylaws of the Corporation may be amended without the consent and approval of the City COWlcil. The board of directors of the Corporation shall make application to the City Council for the approval of any proposed amendments, but the same shall not become effective until or unless the same shall be approved by resolution adopted by the City Council. ARTICLE ELEVEN (a) The City Council may, in its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation, and it may terminate or dissolve the Corporation, subject to the provisions of paragraphs (b) and (c) of this Article. (b) The Corporation shall not be dissolved, and its business shall not be terminated, by act of the City Council or otherwise, so long as the Corporation sha1I be obligated to pay any bonds, notes, or other obligations and unless the collection of the sales and use tax authorized 4 by Section 4B of the Act is eligible for termination in accordance with the provisions of Section 4B(i) of the Act. (c) No action shall be taken pursuant to paragraphs (a) and (b) of this Article or pursuant to paragraph (b) of Article Twelve of these Articles, in any manner or at any time that would impair any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the Corporation. ARTICLE TWELVE (a) No dividends shall ever by paid by the Corporation and no part of its net earnings remaining after payment of its expenses and other obligations shall be distributed to or inure to the benefit of its directors or officers, or any individual, private firm, or private corporation or association, except in reasonable amounts for services rendered. (b) If, after the close of any fiscal year, the board of directors shall determine that sufficient provision has been made for the full payment of all current expenses, together with all amounts payable on the contracts, agreements, bonds, notes, and other obligations of the Corporation, and that all of the terms, provisions, and covenants therein have been met, then any net earnings d~rived from sources other than the sales and use taxes collected for the account of Corporation pursuant to Section 4B of the Act thereafter accruing and lease payments received in connection with projects financed pursuant to Section 4B of the Act shall be paid to the City. All sales and use taxes collected for the account of the Corporation pursuant to Section 4B of the Act, and lease payments received in connection with projects financed pursuant to Section 4B of the Act shall be used solely for the purposes permitted by Section 4B of the Act. (c) 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 the City after satisfaction or provision for satisfaction of all debts, claims, and contractual obligations, including any contractual obligations granting rights of purchase of property of the Corporation. (d) No part of the Corporation's actIvItIes shall consist of the carrying on of propaganda. or otherwise attempting to influence legislation, and the Corporation shall not participate in any political campaign of or in opposition to any candidate for public office. ARTICLE THIRTEEN The City has specifically authorized the Corporation by resolution to act on its behalf to further the public purposes stated in said resolution and in these Articles of Incorporation, and the City has by said resolution approved these Articles of Incorporation. A copy of said resolution is on file among the permanent records of the City and the Corporation. 5 INCORPORATORS ft~JJ tf Ja1es D. Swartz . ~~.~ Ortie Messenger ~4 ~~ ~ Qlh-- Reta Hen 2t-~t2-~ Steven R. Wrig t ACKNOWLEDGEMENT ST ATE OF TEXAS ) ) ss: ) COUNTY OF COLLIN I, the undersigned Notary Public of the State of Texas, do hereby certify that on this \ 4l-~ day of June, 1994, personally appeared before me James D. Swartz, Ortie Messenger, Reta Allen, and Steven R. Wright, who, each being by me I ly om, seve declared that they are the person who signed the foregoing document mc tors, and t the statements therein contained are true and correct. e STEVEN P. DEfTER Ill' (XMISSOI EXPHS May 14,1917 6