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HomeMy WebLinkAboutORD 84-37.002 - Non-Profit CreationORDINANCE W4— , 00'2- AN 0= AN ORDINANCE OF' THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, ORDERING THE CREATION OF A NON-PROFIT CORPORATION UNDER SECTION 53.35(b), TEXAS EDUCATION CODE, AS AMENDED; DESIGNATING THE INCORPORATORS THEREOF; APPROVING ARTICLES OF INCORPORATION AND APPOINTING THE INITIAL DIRECTORS THERETO; APPROVING THE BYLAWS OF THE CORPORATION; CONTAINING OTHER PROVISIONS AND MAKING CERTAIN FINDINGS RELATING THERETO. WHEREAS, Section 53.35(b) of the Texas Education Code, as amended (the "Act"), authorizes cities to order the creation of corporations to provide financing in aid of institutions of higher education; and WHEREAS, one or more institutions of higher education (the "Universitites"), as defined in Section 53.02 of the Act are located within the City of Georgetown, Texas (the"City"); and WHEREAS, the Universities represent and are a vital part of the City and are in substantial need of additional facilities, properties and funds in order properly to carry on, develop and expand their educational activities within the City; and WHEREAS, Section 53.35(b) of the Act specifically authorizes the governing body of the City to order the creation and organization of a nonprofit corporation under the Act to act on behalf of the City as its duly constituted authority and instrumentality for the purpose of aiding institutions of higher education in providing educational facilities and housing facilities and facilities incidental, subordinate or related thereto or appropriate in connection therewith; and WHEREAS, the Act authorizes the nonprofit corporation thus created to issue revenue bonds for said purposes on behalf of the City, provides that the directors of the corporation shall be appointed and be subject to removal by this Council, and further provides that a private person may not share in any of the corporation's earnings; and WHEREAS, this Council by this Ordinance intends to take all steps necessary to order the creation of a nonprofit corporation pursuant to and under the Act, subject to the provisions of the Act and this Ordinance; 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, Vernon's Texas Civil Statutes, as amended; NOW, THEREFORE, BE IR ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: Section 1. That the findings and declarations contained in the preambles of this Ordinance are incorporated herein as part of this Ordinance. Section 2. That this Council hereby finds and determines that it is to the best interest of the City and its inhabitants that a nonprofit corporation, to be named the "City of Georgetown Higher Education Finance Corporation" (the "Corpora- tion"), be ordered created under the Act to act on behalf of the City as its duly constituted authority and instrumentality for the public purposes defined and with the powers conferred in the Act. Section 3. That this Council hereby orders that the Corporation be created under the Act with articles of incorporation (the "Articles"), in substantially the form attached hereto, and the Council hereby designates and appoints the following persons to act on its behalf as the incorporators thereof, to wit: J. C. Sloan, Charles A. Forbes and Thomas R. Locke, and this Council directs and authorizes said incorporators to file the Articles with the Secretary of State. A Section 4. That this Council hereby appoints Patrick Caballero as registered agent for the Corporation and appoints the following persons as the initial members of the board of directors of the Corporation, to with: J. C. Sloan, Charles A. Forbes, Thomas R. Locke, Nancy Raper, Andrew Vaughn, Jo Ella Simon and James Wilson said persons to serve for the terms specified in the Bylaws, subject to removal by this Council for cause or at will as provided in the Act and in the Bylaws. Section 5. That, as provided in the Act, the Corporation shall be a nonprofit corporation, and no part of its net earnings remaining after payment of its expenses, bonds or other obligations shall ever inure to the benefit of any individual, firm or corporation, except that upon dessolution, in the event sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the Corporation, then any not assets of the Corporation remaining or thereafter accruing shall be paid to the City. Section 6. That 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 Corporation or to terminate and dissolve the Corporation, subject only to any limitations provided by the respective constitutions and laws of the State of Texas or of the United States prohibiting the impairment of contracts entered into by the Corporation. Section 7. That the Corporation shall have no purposes and shall engage in no bus- iness or enterprise except in furtherance of the pruposes provided in and authorized by the Act as it may be amended from time to time. Whenever the board of directors shall determine that the purposes for which the Corporation was formed have been substantially accomplished and that all bonds and other obligations theretofore issued or incurred by the Corporation have been fully paid or payment provided for, the members of the board of directors shall, upon receipt of the approval of this Council, thereupon dissolve the Corporation in the manner provided by law, subject to the limitations provided in Section 6 hereof applicable to dissolution directed by the Council. Section 8. That whenever dissolution of the Corporation shall occur, whether instituted by this Council or by the board of directors fo the Corporation, the dissolution proceedings shall transfer the title to all funds and properties then owned by the Corporation to the City after satisfaction of all claims against the Corporation has been made. Section 9. That any and all bonds, notes or other similar obligations issued by the Corporation shall contain a provision, substantially to the effect that they shall never be deemed to be or created an indebtedness or liability or a specail, general or moral obligation payable out of any funds or properties of the City and that they shall be payable solely out of funds and properties of the Corporation pledged thereto. Section 10. That it is intended that the Corporation be a duly constituted authority and instrumentality acting on behalf of the City within the meaning of regulations of the Treasury Department and the revenue relings of the Internal Revenue Service of the United States promulgated under Section 103 and 115 of the Internal Revenue Code of 1954, as amended. Section 11. That the Bylaws of the Corporation, in the form and substance attached hereto, are approved, and the same shall not be amended, altered or repealed without the approval of this Council. Section 12. That this Ordinance shall take effect immediately from and after its adoption. READ, PASSED AND APPROVED on first reading this 29th day of June, 1984. READ, PASSED AND APPROVED on second and final reading this 10th day of �k CARL DOERING, MAYOR