HomeMy WebLinkAboutORD 84-37.002 - Non-Profit CreationORDINANCE W4— , 00'2-
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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.
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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
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CARL DOERING, MAYOR