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HomeMy WebLinkAboutResolution No. 2019-18 RESOLUTION NO. R2019-18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, TEXAS, FINDING AND DETERMINING THAT THE PROPOSED CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF FORMATION IS ADVISABLE; APPROVING THE FORM OF THE PROPOSED AMENDMENT TO ARTICLE VIII., REGARDING THE TERMS OF THE DIRECTORS; AUTHORIZING THE ADOPTION OF THE AMENDMENT; AUTHORIZING THE BOARD OF DIRECTORS OF THE FRIENDSWOOD DOWNTOWN ECONOMIC DEVELOPMENT CORPORATION TO FILE THE CERTIFICATE OF AMENDMENT WITH THE TEXAS SECRETARY OF STATE'S OFFICE; REPEALING ALL OTHER RESOLUTIONS INCONSISTENT OR IN CONFLECT HEREWITH AND PROVIDING AN EFFECTIVE DATE. * * * * * * * * WHEREAS, pursuant to Article VI of its Certificate of Formation, at its May 14, 2019 meeting, the Board of Directors of the Friendswood Downtown Economic Development Corporation voted to authorize its Vice-President to file an application with the City Council requesting approval of a Certificate of Amendment to the Certificate of Formation relating to staggered terms of the Board of Directors; and WHEREAS, the proposed change to Article VIII, would stagger the terms of the Board Members and provide for continuity of the Board of Directors; and WHEREAS, the Certificate of Formation and state law require the City Council, the governing body of the authorizing unit,to adopt or approve the amendment; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, STATE OF TEXAS: Section 1. That the City Council of the City of Friendswood, Texas,the governing body of the authorizing unit, finds and determines that the proposed amendment is advisable. Section 2. That the City Council of the City of Friendswood, Texas, authorizes the adoption of the amendment. Section 3. That the City Council of the City of Friendswood, Texas, approves the form of the amendment to Article VIII to read as follows: 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 two (2) years except, to allow for continuity on the Board of Directors,the Board shall stagger the terms of the Directors in the following manner: The Board of Directors, at a regular or special meeting of the Board, shall establish places for each Director, beginning with Place 1 through Place 7. Existing Directors shall draw for place numbers,with odd numbers receiving a two-year term and even numbers receiving a one-year term. Subsequent to this drawing for terms, at the expiration of the current term, the. City Council shall appoint Directors with odd- number places to serve a two (2)year term and Directors with even-numbered places to serve a one (1) year term. Thereafter, each successive Director of the Board shall be appointed to serve for a two (2) year term. If a Director is a member of the City Council and ceases to be a member of such, such shall constitute an automatic resignation as a Director and vacancy shall be filled in the same manner as for other vacancies." Section 4. That the Board of Directors of the Friendswood Downtown Economic Development Corporation is authorized to file the Certificate of Amendment with the Texas Secretary of State's Office. Section 5. That the City Council has found and determined that the meeting at which this Resolution is considered was open to the public and that notice thereof was given in accordance with the provisions of the Texas Open Meetings Act, Texas Government Code, Chapter 551, as amended and that a quorum of the City Council was present. Section 6. That all resolutions or parts of resolutions inconsistent or in conflict herewith are, to the extent of such inconsistency or conflict, hereby repealed. Section 7. That this Resolution shall be effective immediately upon its passage and approval. PASSED,APPROVED AND ADOPTED this the 3rd day of June,2019. R2019-18 2 M e Fo -man, yor ATTEST: .!1/ . •. s a . r Melinda Welsh, TR MC City Secretary ...* OF Te*i.* R2019-18 3 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF FORMATION The name of the Corporation is Friendswood Downtown Economic Development Corporation. This Amendment alters a provision of the Certificate of Formation located in Article VIII, describing the Directors'terms of appointment. The provision's text as amended is as follows: 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 two (2)years except, to allow for continuity on the Board of Directors,the Board shall stagger the terms of the Directors in the following manner: The Board of Directors, at a regular or special meeting of the Board, shall establish places for each Director, beginning with Place 1 through Place 7. Existing Directors shall draw for place numbers,with odd numbers receiving a two-year term and even numbers receiving a one-year term. Subsequent to this drawing for terms, at the expiration of the current term,the City Council shall appoint Directors with odd- number places to serve a two (2)year term and Directors with even-numbered places to serve a one (1) year term. Thereafter, each successive Director of the Board shall be appointed to serve for a two (2)year term. If a Director is a member of the City Council and ceases to be a member of such, such shall constitute an automatic resignation as a Director and vacancy shall be filled in the same manner as for other vacancies." On June 3,2019,the City Council of the City of Friendswood,Texas,the governing body of the authorizing unit, approved and adopted this Amendment to the Certificate of Formation. ) / Executed by: // Patrick McGinnis,Vice-President Friendswood Downtown Economic Development Corporation Arden Hill, Ill,Secretary/Treasurer Friendswood Downtown Economic Development Corporation State of Texas Counties of Harris/Galveston Patrick McGinnis, Vice-President of the Friendswood DowntownEconomic Development Corporation, personally appeared before me, and being first duly sworn declared that he signed this Certificate of Amendment in the capacity designated, and further states that he has read the above Certificate of Amendment and the statements therein contained are true. . , om, GLENDA C. FAULKNER ' ./.1.. --, -,,,, ), - , Notary Public,State of Texas A\, ' .„ _.. ,.... •.,,,,, ,11:24,1;•,....,4,1-"i Comm. Expires 06-01-2022 Notary Public Notary ID 125711933 i -isem.0