Loading...
Ordinance 1987-19 ORDIN ANCE NO. i1../l AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF THE CITY OF WYLIE PROPERTY FINANCE AUTHORITY, INC.; APPROVING THE ARTICLES OF INCORPORATION AND APPOINTING THE INITIAL DIRECTORS THEREOF; APPROVING THE INITIAL BYLAWS FOR THE AUTHORITY; AUTHORIZING THE IMPLEMENTA- TION OF THE INITIAL GOVERNMENTAL PROGRAM TO BE FUNDED BY THE AUTHORITY; AND CONTAINING OTHER PROVISIONS; MAKING CERTAIN FINDINGS RELATING TO THE SUBJECT WHEREAS, this City Council (the "City Council") of the City of Wylie, Texas (the "City"), as a home rule city acting pursuant to its home rule 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, define and implement governmental programs necessary to provide needed property and fWlds for public uses and purposes, and to provide the same at the lowest possible cost, including joint action, if appropriate, with other political subdivisions having a common interest and where advantageous to the City; and WHEREAS, the City Council has determined to authorize and approve the creation of a nonprofit corporation as its duly constituted and authorized authority and instrumentality to act on its behalf and for its benefit in financing, implementing, and administering the governmental programs prescribed by this and future ordinances of the City that are beneficial to the welfare of the citizens of the City; and WHEREAS, the City Council also desires by this Ordinance to authorize the development and funding of its initial program, to be known as its "Property Acquisition Program," for the purpose of purchasing, leasing, using or otherwise acquiring all types of personal and real property that are necessary or appropriate in the performance of the City's public functions; and WHEREAS, this meeting is open to the public as required by law, and public notice of the time, place and purpose of this meeting was given as required by Article 6252-17, as amended, Vernon's Annotated Texas Civil Statutes; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: Section 1. Findin~s. The City Council hereby finds and determines that it is advisable and in the public interest that the City, acting under the authority of its home rule charter and the general laws of the State of Texas, from time to time, to define, adopt, and implement governmental programs necessary to provide needed property and funds for public use, and to enable such programs to be implemented and administered at the least possible cost to the City. 0625D/3 Section 2. Authorization To Create Authority. In order to aid the City in the implementation of such programs, the City Council hereby authorizes the creation of a nonprofit corporation, to be named the "City of Wylie Property Finance Authority, Inc." (the "Authority"), the same to be created under the Texas Non-Profit Corporation Act, Article 1396-1.01 et seq., as amended, Vernon's Annotated Texas Civil Statutes (the "Act"), and in connection therewith, the City Council hereby: (a) approves the Articles of Incorporation (the "Articles") for the Authority in substantially the form and substance attached hereto as Exhibit A and authorizes the named incorporators therein to file the Articles with the Secretary of State of the State of Texas in accordance with law; provided that, in the event the name chosen for the Authority is not available, the incorporators are authorized to select a different name without further action of the City; (b) appoints those persons named in the Articles, each of whom on the date of this appointment is duly qualified under the Act, to serve as the initial members of the Board of Directors of the Authority, with the right hereby reserved in the City Council to remove and replace such persons as directors at any time and with or without cause; (c) approves the initial ByLaws for the Authority in substantially the form and substance attached hereto as Exhibit B; (d) directs that no bonds, notes, or other evidences of indebtedness shall be authorized or approved by the Authority without the consent of the City Council; (e) declares and orders that the Authority shall not implement or administer any program that has not been specifically authorized by City Council and that the Authority shall not engage in any business or other activity except in connection with the one or more programs that have been approved and ordered implemented by the City Council; (f) declares and orders that the Authority shall make available to the City its books and records at all times and submit, at least annually, financial statements for its review; (g) declares and orders that no bond, note, or other evidence of indebtedness issued by the Authority shall be or represent an obligation of the City, except only to the extent the same, with the consent of the City Council, is made expressly payable from funds to be paid by the City pursuant to a contract or other agreement executed by the Authority and the City for the purpose of accomplishing the public purposes of the City; and (h) states its intention that the Authority be a duly constituted and authorized authority and instrumentality of the City acting on its behalf within all applicable regulations and revenue rulings of the Treasury Department and the Internal Revenue Service of the United States promulgated under Sections 103 and 115 of the Internal Revenue Code of 1986, as amended, and under any successor provisions thereto. -2- 0625D/4 Section 3. Implementation of Pro~am. The City Council hereby authorizes the development and implementation of the Property Acquisition Program, and directs and authorizes the City's administrative staff to: (a) develop and present to the City Council a plan for the Authority to purchase, lease, or otherwise acquire, and to sell, lease or otherwise convey, to the City all types of personal and real property that are necessary or appropriate for the performance of the City's public functions; (b) develop and present to the City Council for consideration and approval a plan for initial flmding of a property acquisition fund for the City; (c) to prepare and present to the City CowlCil all documents and instruments necessary to implement the initial funding plan described above; and (d) for all purposes of Article IV of the Articles, the Property Acquisition Program shall be deemed to be an "Approved Program" of the City, and all parties dealing with the Authority are entitled to rely upon the acts, contracts, agreements, and representations of the Authority that purport to be in furtherance of such program or that are represented to be so by the Authority. Section 4. Authority To Be a Nonprofit Corporation. As provided in the Act, the Authority shall be a nonprofit corporation, and no part of its earnings remaining after payment of its expenses, bonds, notes, or other obligations shall ever inure to the benefit of any individual or private association or corporation. In the event sufficient provision- has been made for the full payment of the expenses, bonds, notes, and other obligations of the Authority, then any net earnings of the Authority thereafter accruing shall be paid to the City. Section 5. Control of Authority's Activities. The City expressly reserves the right, exercisable at any time and in its sole discretion, to alter the structure, organization, programs, or activities of the Authority or to terminate and dissolve the Authority, subject only to any limitations provided by the respective constitutions and laws of the State of Texas or of the United States of America prohibiting the impairment of contracts entered into by the Authority. Section 6. Dissolution of Authority. (a) Whenever the Board of Directors of the Authority determines that the purposes for which the Authority was formed have been substantially accomplished and that all bonds, notes, and other obligations theretofore issued or incurred by the Authority have been fully paid or payment has been provided therefor, the Board of Directors, upon the approval of the City Council, thereupon shall dissolve the Authority in the manner provided by law, subject to the limitations provided in Section 5 of this Ordinance applicable to dissolution directed by the City Council. (b) Whenever dissolution of the Authority occurs, whether instituted by the City Council or by the Board of Directors of the Authority, the dissolution proceedings shall transfer the title to all funds and other property then owned by the Authority to the City after satisfaction of all claims against the Authority has been made. -3- 06250/5 FINALLY PASSED, APPROVED, AND EFFECTIVE this February 24,1987. ~.. ... --;:>? -.-.-----::..-- // / ..c-~ -- .~~/ . ~~-~~ 2 - ~ ('C- Mayor, City of Wyhe, Texas 1.\\\\\\111111111 III '"I!/. ~~\'I, 0 F W 11111/. .~~ 't. y(l'~ ~"f, '.,' ~ ~ ff'U ~\ ~ ~ ~ I ~ - s S ~ ~ ~ ~ ~~ ~ ~ r_ ~ ~ 11/ ~J ~ ~'I/"L/E, i'(;.\,# 11111I1/1lI1111 \I\I\\\\\\~ -) [SEAL] -4- 06250/6 ARTICLES OF INCORPORATION OF CITY OF WYLIE PROPERTY FINANCE AUTHORITY, INC. We, the Wldersigned natural persons, each of whom is qualified as an incorporator of a corporation Wlder the Texas Non-Profit Corporation Act, Article 1396-1.01, et seq., as amended, Vemon's Armotated Texas Civil Statutes (the "Act''), do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE I The name of the corporation is "City of Wylie Property Finance Authority, Inc." (the "Authority"). ARTICLE II The Authority is a nonprofit corporation. ARTICLE III The duration of the Authority is perpetual. ARTICLE IV (a) The A~thority is organized for the purpose of acquiring, owning, holding, leasing and selling real or personal property to or for the benefit of the City of Wylie, Texas (the "City") for and in furtherance of its public purposes, and collecting, receiving, borrowing, lending or otherwise obtaining and lending fWlds to or for the use of the City or to others for the City's public purposes, to the extent necessary and appropriate in the establishment and administration of lawfully created govemmental programs and activities ("Approved Programs") that are from time to time approved by ordinance or resolution duly adopted by the City COWlcil of the City, all to be done and accomplished by the Authority as the duly constituted and authorized authority and instrumentality of the City acting on its behalf and for the benefit of the public. (b) In the fulfillment of its purposes, the Authority may exercise all powers granted Wlder the Act, subject to such limitations thereon as may be contained herein or in any ordinance or resolution duly adopted by the City Council of the City. ARTICLE V The Authority shall have no members and is a nonstock corporation. ARTICLE VI The street address of the initial registered office of the Authority is , Wylie, Texas and the name of the initial registered agent at such address is 01 as D/7 ..5-0 ARTICLE VII (I) All powers of the Authority shall be vested in a Board of Directors, each of whom shall be appointed by the City COWlCU of the City. Except for the initial number herein specified, the number of Directors and the terms of office shall be fixed by the bylaws of the Authority 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. (b) All other matters pertaining to the intemal affairs of the Authority shall be govemed by the bylaws of the Authority so long as such bylaws are not inconsistent with these Articles of Incorporation, any law of the State of Texas, or any ordinance or resolution of the City Council of the City. Such bylaws and any amendments thereto shall be approved by the City Council of the City. ARTICLE VllI The number of directors constituting the initial Board of Directors is three. The names and addresses of the initial directors are:: NAME: ADDRESS: ARTICLE IX The names and street addresses of the incorporators, each of whom is a citizen of the State of Texas and is at least 18 years old, are: NAME: ADDRESS: ARTICLE X These Articles of Incorporation may at any time and from time to time be amended by either of the following methods: (a) the members of the Board of Directors of the Authority may file with the City Council of the City a written -2- 0125 D /1 5/ application seeking permission to amend these Articles of Incorporation, specifying in such application the amendment proposed to be made, and if the City Council finds and determines that it is advisable that the proposed amendment be made and approves the form and substance of the amendment and authorizes the same to be made, the Board of Directors may amend these Articles of Incorporation by adopting such amendment and delivering articles of amendment to the Secretary of State of the State of Texas; or (b) the City Council of the City, in its sole discretion and at any time, may adopt an amendment to these Articles of Incorporation and direct the Board of Directors to amend the same, whereupon the Board of Directors shall amend the same by filing articles of amendment with the Secretary of State of the State of Texas. ARTICLE XII (a) No dividends shall ever be paid by the Authority and no part of its net eamings (beyond that necessary for retirement of the indebtedness of the Authority or to implement the public purposes of the City for which the Authority 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 amooots for services rendered. In the event the Board of Directors of the Authority determines that sufficient provision has been made for the full payment of the expenses, bonds, notes, and other obligations of the Authority issued to finance the costs of any Approved Program, any net earnings of the Authority thereafter accruing with respect to that Approved Program shall be paid to the City. (b) No substantial part of the Authority's activities shall be caITying 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 (a) In addition to the power to amend these Articles of Incorporation, as provided elsewhere herein, the City C01IDCil of the City, in its sole discretion and at any time, may alter the strocture, organization, programs, or activities of the Authority or terminate and dissolve the Authority, subject only to any limitations provided by the laws of the State of Texas or of the United States of America, including provisions prohibiting the impairment of contracts entered into by the Authority. (b) If the Board of Directors determines that the purposes for which the Authority was formed have been substantially accomplished and that all expenses, bonds, notes, and other obligations theretofore issued or incUI'l'ed by the Authority have been fully paid or payment has been provided therefor, the Board of Directors, upon approval by the City Cooocil of the City, thereupon shall dissolve the Authority in the manner provided by law, subject to the same limitations refel'l'ed to in paragraph (a) of this Article xm pertaining to a dissolution directed by the City. (c) If the Authority is ever dissolved, whether instituted by the City COWlCil of the City or by the Board of Directors, all interests in any foods or other property of the Authority shall be transfel'l'ed to the City, after satisfaction has -3- OIZSD/I s~ been made of all debts and claims against the Authority. This provision is included under the express authority of Article 1396-6.02A.(3) of the Act, and the transfers on dissolution herein required are in lieu of the distributions required otherwise by Article 1396-6.02A.(3) of the Act. (d) The initial bylaws of the Authority and all amendments thereto shall be subject to the approval of the City Council of the City. IN WITNESS WHEREOF, we have hereunto set our hands this Febroary 1987. Incorporator Incorporator Incorporator -4- 0125D/10 .;S~ STATE OF TEXAS ~ ~ COUNTY OF COLLIN ~ I, the undersigned, a Notary Public in the State of Texas, do hereby certify that on this _ day of February, 1987, personally appeared before me , who, being by me rll'St duly swom, declared that (s)he is the person who signed the foregoing documents as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereto set my hand and seal the date and year above written. Notary Public, State of Texas My Commission Expires: [SEAL] STATE OF TEXAS ~ ~ COUNTY OF COLLIN ~ I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this _ day of February, 1987, personally appeared before me , who, being by me first duly sworn, declared that (s)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. Notary Public, State of Texas My Commission Expires: [SEAL] -5- 0125D/11 ~~k' STATE OF TEXAS ! ! COUNTY OF COLLIN ! I, the Wldersigned, a Notary Public of the State of Texas, do hereby certify that on this _ ~y of February, 1987, personally appeared before me , who, being by me first duly swom, declared that (s)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 hereWlto set my hand and seal the date and year above written. Notary Public, State of Texas My Commission Expires: [SEAL] -6- 0'25D/12 S~ BYLAWS OF CITY OF WYLIE PROPERTY FINANCE AUTHORITY, INC. ARTICLE I POWERS AND PURPOSES Section 1.1. Books and Records. The City of Wylie Property Finance Authority, Inc. (the "Authority") shall keep cOITeCt and complete books and records of account and shall also keep minutes of the proceedings of its board of directors (the "Board of Directors") and any committees having any of the authority of the Board of Directors. All books and records of the Authority may be inspected by any director or his agent or attomey for any proper purpose at any reasonable time; and at all times the City Council and the City Manager of the City of Wylie, Texas (the "City") will have access to the books and records of the Authority. Section 1.2. Ridlts of City. The City Council of the City (the "City Council") may review and revise the financial affairs, programs and activities of the Authority at any time and from time to time, and the City shall have all other rights reserved to it in the Articles of Incorporation of the Authority (the "Articles") and in the ordinance of the City ordering the creation of the Authority. Section 1.3. Nonprofit Corporation. The Authority shall be a nonprofit corporation, and no part. of its eamings remaining after payment of its expenses, bonds, notes, or other obligations shall ever inure to the benefit of any individual or private association or corporation, except that, in the event sufficient provision has been made for the fun payment of the expenses, bonds, notes, and other obligations of the Authority, any net eamings of the Authority thereafter accruing shall be paid to the City. Section 1.4. Effect of Articles and Creation Ordinance. The affairs of the Authority shall at all times be conducted in a manner subject to and in compliance with the Articles and the ordinance of the City ordering the creation of the Authority. Section 1.5. Staff Functions. Staff functions for the Authority may be performed by the City, under direction of the City Manager of the City, subject to payment of any costs of such services by the Authority as billed from time to time by the City Manager. The Authority shall make payments as billed therefor from funds available to the Authority. ARTICLE n BOARD OF DIRECTORS Section 2.1. Powers. Number. and Term of Office. (a) The property and affairs of the Authority shall be managed and controlled by the Board of Directors, and, subject to the restrictions imposed by law, the Articles, these Bylaws, and any ordinance or resolution of the City Council, the Board of Directors shall exercise all of the powers of the Authority. 0.25 D/13 .;5.-t (b) The Board of Directors shall consist of not fewer than three nor more than five directors, each of whom shall be appointed by the City Council. The initial Board of Directors shall consist of three members, which size shall continue until changed by ordinance or resolution of the City Council. (c) The directors constituting the initial Board of Directors shall be those directors named in the Articles, each of whom, as well as any subsequent directors, shall serve for a term of two years or until his or her successor is appointed by the City Council. (d) Any director may be removed from office at any time, with or without cause, by ordinance or resolution of the City Council. All vacancies shall be rilled by appointment by the City Council. Section 2.2. Place of Meetin~. The Board of Directors may hold its meetings at any place which the Board of Directors from time to time may designate; provided that, in the absence of any such designation, the meetings shall be held at the principal offices of the City. Section 2.3. Regular Meetin~. Regular meetings of the Board of Directors shall be held without necessity of notice at such times and places as shall be designated, from time to time, by resolution of the Authority, a copy of which shall be given to the City Manager of the City. Section 2.4. Special Meet~. (a) Special meetings of the Board of Directors shall be held whenever called by the president, the secretary, or a majority of the directors then in office or upon advice of or request by the City Council. At least three days prior to any special meeting, the Authority shall notify the City Manager of the City or an assistant that such meeting is to be held and the purposes thereof. However, with the approval of the City Manager or an assistant, a special meeting may be held without such notice. (b) The Authority 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. However, such notice to the directors is not required for any special meeting at which all directors then in office are present. (c) Any matter that may be considered and acted upon at a regular meeting of the Board of Directors may be considered and acted upon at a special meeting unless otherwise indicated at the notice of the special meeting. Section 2.5. Quorum. A majority of the number of directors constituting the Board of Directors shall constitute a quonun for the consideration of matters pertaining to the purposes of the Authority. The act of a majority of the directors present at a meeting at which a quonun is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Section 2.6. Conduct of Business. (a) At the meetings of the Board of Directors, the matters on the agenda shall be considered in such order as from time to time the Board of Directors may determine. -2- O'25D.I'14 s ? (b) At all meetings of the Board of Directors, the president shall preside, and in the absence of the president, the vice president shall preside. (c) The secretary shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the presiding officer, subject to Section 3.1(a) of these Bylaws, may appoint any person to act as secretary of the meeting. Section 2.7. Executive Committee. The Board of Directors, by resolution passed by a majority of the directors in office, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have all of the authority of the Board of Directors in the management of the Authority, except where action of the Board of Directors is required by law or by the Articles. The executive committee shall act in the manner provided in such resolution. The executive committee shall keep regular minutes of its proceedings, shall cause such minutes to be recorded in books kept for that purpose in the office of the Authority, and shall file such minutes with the Board of Directors from time to time. Section 2.8. Compensation of Directors. Directors as such shall not receive any salary or other compensation for their services, except that they may be reimbursed for their actual expenses incurred in performing such services. ARTICLE III OFFICERS Section 3.1. Titles and Term of Office. (a) The offices of the Authority shall be a president, a vice president, a secretary, a treasurer, and such other offices as the Board of Directors from time to time may determine. The offices of secretary and treasurer may be combined, and the offices of vice president and assistant secretary (if any) may be combined. In the absence of the secretary, any officer other than the president may act in the secretary's place. The term of each office shall be two years. (b) Each officer shall be elected or appointed by the Board of Directors. (c) All officers shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the directors then in office. (d) A vacancy in any office shall be f"illed by election or appointment by the Board of Directors for the unexpired term. Section 3.2. President. The president shall be the chief executive officer of the Authority, and, subject to the control of Board of Directors, the president shall be in general charge of the properties and affairs of the Authority. The president shall preside at the meetings of the Board of Directors. In furtherance of the purposes of the Authority, the president may sign and execute contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, and other instruments in the name of the Authority. -3- 0'25D/15 d-j7 Section 3.3. Vice President. The vice president shall have such powers and duties as may be assigned by the Board of Directors. The vice president shall exercise the powers and perform the duties of the president during the president's absence or inability to act, and any action so taken by the vice 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 is the custodian of all the funds and securities of the Authority that come into the treasurer's hands. When necessary or proper, the treasurer may endorse, on behalf of the Authority, for collection or payment, checks, notes, and other obligations and shall deposit the same to the credit of the Authority in such depository or depositories as have been designated in the manner prescribed by the Board of Directors. The treasurer may sign all receipts and vouchers for payment made to the Authority, either alone or jointly with such other officer as is designated by the Board of Directors. Whenever required by the Board of Directors, the treasurer shall render a statement of the Authority's cash account, and the treasurer shall enter or cause to be entered regularly in the books of the Authority to be kept for that purpose full and accurate amounts of all monies received and paid out on account of the Authority. The treasurer shall perform all acts incident to the position of treasurer, subject to the control of the Board of Directors. Section 3.5. Secretary. (a) The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose and shall attend to the giving and serving of all notices for or on behalf of the Authority. In furtherance of the purposes of the Authority, the secretary may sign with the president in the name of the Authority and/or attest the signature of the president on contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Authority. The secretary shall have charge of the Authority's corporate books and records and such other property of the Authority 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 Authority during business hours. The secretary shall perform all duties incident to the office of secretary, subject to the control of the Board of Directors. (b) An assistant secretary may perform any of the duties and exercise any of the authority of the secretary, subject to the control of the Board of Directors. Section 3.6. Compensation. Officers as such shall not receive any salary or other compensation for their services, except that they may be reimbursed for their actual expenses incurred in performing such services. ARTICLE IV PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS Section 4.1. When Bylaws Take Effect. These Bylaws shall become effective upon the approval of these Bylaws by the City Council of the City and the adoption of these Bylaws by the Board of Directors. -4- OI2SD/1I d7 Section 4.2. Amendments to Articles and Bylaws. (a) The Articles may be amended as prescribed therein. (b) These Bylaws may be amended at any time and from time to time by the Board of Directors, with approval of the City Council of the City. ARTICLE V GENERAL PROVISIONS Section 5.1. Principal Office. The principal office of the Authority shall be located at the principal offices of the City. Section 5.2. Fiscal Year. The f"lSCal year of the Authority shall be as determined by the Board of Directors. Section 5.3. Seal. The seal of the Authority shall be as determined by the Board of Directors. Section 5.4. Resignations. Any director or officer may resign at any time. Such a resignation shall be made in writing directed to the Mayor of the City and the president of the Authority. A resignation shall take effect at the time specified therein, or, if no time is so specified, at the time of its receipt by the Mayor and the president. The acceptance of a resignation is not necessary to make it effective, unless expressly so provided in the resignation. Section 5.5. Action Without a Meet~ of Directors or Committee. Any action that may be taken at a meeting of the Board of Directors or of any committee 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, or all of the members of the committee, as the case may be, and by the city manager of the City. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors. -5- 0125D/l'7 ~()