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HomeMy WebLinkAboutResolution No. 2016-16 RESOLUTION NO. R2016-16 A RESOLUTION OF THE CITY OF FRIENDSWOOD, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF THE FRIENDSWOOD DOWNTOWN ECONOMIC DEVELOPMENT CORPORATION TO ACT ON BEHALF OF THE CITY OF FRIENDSWOOD; AND REPEALING ALL OTHER RESOLUTIONS INCONSISTENT OR IN CONFLICT HEREWITH. WHEREAS, the Development Corporation Act (the "Act'), Title 12, Subtitle C1 of the Texas Local Government Code, authorizes municipalities to create local non-profit development corporations; and WHEREAS, the City Council (the "Governing Body") of the City of Friendswood, Texas (the "City") has reviewed and approved the Certificate of Formation attached hereto and has determined to authorize and approve the creation of a non-profit development corporation, to be governed by Chapter 505 of the Act to accomplish the purpose of undertaking such projects as may contribute to the quality of life and economic growth in the City as outlined in Chapter 505 of the Act; and WHEREAS, the Governing Body hereby finds and determines that the adoption of this Resolution is in the best interests of the citizens of the City; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, TEXAS: Section 1. That the Governing Body has found and determined, and hereby finds and determines, that it is advisable that a nonprofit corporation be authorized and created, with such corporation to be known as the "Friendswood Downtown Economic Development Corporation" (the "Corporation"), for the purpose of acting on behalf of the City to undertake such projects as may contribute to the quality of life and economic growth in the City as outlined in Chapter 505 of the Act. Section 2. That the Governing Body hereby approves the Certificate of Formation proposed to be used in organizing the Corporation (a copy of which is attached to this Resolution and made a part hereof for all purposes) and hereby grants authority for the incorporation of the Corporation. Section 3. That the Governing Body authorizes the City Manager, or his designee, in consultation with the City Attorney and the City's financial advisors to take all actions necessary to call and conduct the organizational meeting of the Corporation and to file, at the expense of the City, any and all documents with the offices of the Secretary of State, the Comptroller of Public Accounts, and the United States Department of Treasury, as appropriate, to effectuate the creation and organization of the Corporation. Section 4. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the findings of the Governing Body. Section 5. That all resolutions or parts of resolutions inconsistent or in conflict herewith are, to the extent of such inconsistency or conflict, hereby repealed. PASSED, APPROVED, AND ADOPTED this the Vt day of August, 2016. d Kevin M. 1 and Mayor ATTEST: Melinda Welsh, TRMC City Secretary ;O •••9TF O F T E�'p'�•: R2016-16 2 CERTIFICATE OF FORMATION OF THE FRIENDSWOOD DOWNTOWN ECONOMIC DEVELOPMENT CORPORATION WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age and a qualified elector of the City of Friendswood, Texas, acting as organizers of a public instrumentality and non-profit economic development corporation under the Development Corporation Act, Title 12, Subtitle C1 of the Texas Local Government Code, with the approval of the City Council of the City of Friendswood, Texas, do hereby adopt the following Certificate of Formation for the Type B economic development corporation (hereinafter "Corporation") hereby organized at the request of and by the approval of the City of Friendswood, Texas (hereinafter "City"); ARTICLE I The name of the Corporation is "Friendswood Downtown Economic Development Corporation." ARTICLE II The Corporation is a non-profit corporation organized under the Development Corporation Act and more specifically is a Type B corporation governed by Chapter 505 of the Local Government Code as authorized by the City. ARTICLE III Subject to the provisions of the articles contained herein, the period of duration of the Corporation is perpetual. ARTICLE IV The Corporation has no members and is non-stock corporation. ARTICLE V The purpose of the Corporation is to support and enhance the welfare and prosperity of the citizens of the City and of this State by promotion of economic development and growth by encouraging the development of new business enterprises and the retention or expansion of existing business enterprises. To serve this purpose, the Corporation shall have the authority and power of a Type B corporation to undertake projects as described in Subchapter C of Chapter 501 of the Local Government Code and Chapter 505 of the Local Government Code, including undertaking projects as authorized by law, including but not limited to projects to promote new or expanded business enterprises in the downtown area as defined by the City of Friendswood Downtown District Map, including but not limited to streets, targeted infiastructure, paved sidewalks, pedestrian amenities including lighting, benches, signage, and other related 1 public improvements, and the maintenance and operations expenses for any of the above- described projects. The Corporation shall have all the powers given to a Type B corporation under Title 12, Subtitle C1 of the Local Government Code, the Development Corporation Act, including the use of Type B sales tax revenues for authorized Corporation purposes. 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 forms of debt instruments, and to acquire, maintain, lease and sell property, and interests therein, all to be done and accomplished on behalf of the City, for its benefit, to accomplish its public and governmental purposes as its duly constituted authority and public instrumentality pursuant to the Development Corporation Act, under and within the meaning of the Internal Revenue Code of 1986, as amended, and the applicable regulations of the United States prescribed and promulgated thereunder. In the fulfillment of its corporate purposes, the Corporation shall have and may exercise the powers described in the articles herein, together with all of the other powers granted under the Development Corporation Act and applicable to a Type B corporation, and to the extent applicable all of the rights,powers, privileges, authorities, and functions given by the general laws of the State of Texas to nonprofit corporations under Chapter 22 of the Texas Business Organizations Code. The Corporation is a corporation, having the purposes and powers permitted by law, pursuant to the authority granted in Article III, Section 52-a of the Texas Constitution. The Corporation does not have, and shall not exercise, the powers of sovereignty of the City, including the power of tax (except for the power to receive and use the sales and use taxes specified in Chapter 505 of the Local Government Code) 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 City Council. The Corporation, directors of the Corporation, the City creating the Corporation, members of the governing body of the City, employees of the Corporation and employees of the City shall not be liable for damages arising from the performance of any governmental functions of the Corporation or City. For 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. 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 any other debt instruments or other obligations, or the lending of credit, or a grant of the public money or things of value, belonging to, or by, the State of Texas, or the City, or any other political corporation, subdivision or agency of the State of Texas, or pledge of the full faith and credit of any of them. Any and all such contracts, agreements or other obligations shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by the Development Corporation Act for a Type B corporation and such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. 2 ARTICLE VI This Certificate of Formation shall be amended in any of the following methods: A. Pursuant to the powers of the City, contained in the Development Corporation Act, the City Council, by resolution, may amend this Certificate specifying in such application the proposed amendments hereto with the Secretary of State as provided by the Development Corporation Act. B. The Board of Directors (the "Board") of the Corporation may file a written application with the City Council requesting approval of proposed amendments to this Certificate specifying in such application the proposed amendments. If the City Council, by appropriate resolution, finds and determines that the proposed amendments are advisable, the Board may proceed to amend this Certificate in the manner provided by the Development Corporation Act. C. The Board shall not have any power to amend this Certificate except in accordance with procedures established herein. ARTICLE VII The address of the initial registered office of the Corporation is Friendswood City Hall, 910 S. Friendswood Drive, Friendswood, Texas 77546. This address shall also serve as the principal address of the Board. The Corporation's initial Registered Agent is Melinda Welsh. ARTICLE VIII The affairs of the Corporation shall be managed by a Board of Directors (the "Directors"), which shall be comprised of seven (7) persons appointed by the City Council. Each of the Directors shall be a resident of the City. The names and addresses of the persons who are to serve as the initial Directors are as follows: NAME ADDRESS Alton Todd 402 Sunset,Friendswood, Texas 77546 Patrick McGinnis 2010 Butler Drive, Friendswood, Texas 77546 Paul Marx 1010 Merriewood, Friendswood, Texas 77546 Elmer Johnson, Jr. 1112 Middlecreek, Friendswood, Texas 77546 Rebecca Hillenburg 2007 Pine Drive, Friendswood, Texas 77546 Arden Hill, III 106 Charleston Dr., Friendswood, Texas 77546 Ronald Cox 120 St. Andrews, Friendswood, Texas 77546 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 will and shall be appointed for a term of two (2) years. If a Director is a member of the City Council and 3 ceases to be a member of such, such shall constitute an automatic resignation as a Director and such vacancy shall be filled in the same manner as for other vacancies. At least three directors must be persons who are not employees or officers of the City, or members of the City Council. Any vacancy of a Director position occurring through death, resignation or otherwise shall be filled by an appointment of the City Council, as provided by the Corporation's Bylaws,to hold office until the vacating member's term expires. ARTICLE IX The name and address of each organizer is: NAME ADDRESS Alton Todd 402 Sunset, Friendswood, Texas 77546 Patrick McGinnis 2010 Butler Dr., Friendswood, Texas 77546 Ronald Cox 120 St. Andrews, Friendswood, Texas 77546 Bylaws shall be adopted by the Corporation's Board at its organizational meeting and (subject to approval of the bylaws by the City Council) shall, together with the articles herein, govern the internal affairs of the Corporation unless and until amended in accordance with the articles herein. Neither the initial bylaws nor any subsequently effective bylaws of the Corporation may be amended without consent and approval of the City Council. The approval of any proposed amendments shall not become effective unless and until they are approved by resolution of the City Council. ARTICLE X 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 this Certificate of Formation and applicable law. No action shall be taken in any manner or at a time that would impair any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the Corporation. ARTICLE XI No dividends shall ever be 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. 4 If the Corporation ever should be dissolved when it has, or is entitled to 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 debts, claims, and contractual obligations, including any contractual obligations granting rights of purchase of property of the Corporation. No part of the Corporation's activities shall consist of carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in any campaign for, or in opposition,to any candidate for public office. ARTICLE XII The City has specifically authorized the Corporation by Resolution No. 2016-16 to act on its own behalf to further the public purposes stated in said resolution and in this Certificate of Formation and the City has by said Resolution No. 2016-16 approved the creation of the Corporation and has approved this Certificate of Formation. A copy of said resolution is on file among the permanent public records of the City and the Corporation. In the event of any conflict between Chapter 505 of the Local Government Code and this Certificate, Chapter 505 of the Local Government Code shall control. ORGANIZERS: Printed Name: Alton Todd Signature: Date: Printed Name: Patrick McGinnis Signature: Date: �� Printed Name: Ronald Cox Signature: R ; Date: 5