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HomeMy WebLinkAboutORD 84-37 - Creation of Non-ProfitORDINANCE NO. 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 "Universities"), 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, subordi- nate 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, g14-31001. ►R$ i NOW, THEREFORE, BE IT 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 "Corporation"), 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 Corpora- tion 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 Thomas -R Locke , and this Council directs and authorizes said incorporators to file the Articles with the Secretary of State. 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 -wit J. C. Sloan Charles A. Forbes Thomas R, Locke Nancy Raper Andrew Vaughn Jo Ella Simon James Wilson , -2- Pj 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 S. 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 dissolution, in the event sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the Corporation, then any net assets of the Corporation remaining or thereafter accruing shall be paid to the City. Section 6 That the City expressly reserves the right, exercis- able 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 business or enterprise except in furtherance of the purposes 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 of 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 create an indebtedness or liability or a special, 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 -3- 3 Section 10 That is 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 rulings 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 PASSED AND APPROVED this 29TH day of June , 1984 READ, PASSED AND APPROVE on second reading this 10th day of July, 1984. ATTEST. City Secretary, City of Georgetown, Texas (SEAL) APPROVED AS TO FORM• JOE B. MCMASTER, CITY ATTORNEY Mayor, City of Georgetown, Texas -4- 0 CITY SECRETARY'S CERTIFICATE THE UNDERSIGNED, City Secretary of the City of Georgetown, Texas, hereby certifies that pursuant to the specific provisions of Section 53 35(b), Texas Education Code, as amended, the referenced Corporation was ordered created by the City Council, the governing body, of said City on the date stated in Article XI of the above and foregoing Articles of Incorporation pursuant to the ordinance therein described, that said Articles of Incorporation are those which were approved by said ordinance, and that a true and correct copy of said ordinance is on file among the permanent records of said City Council and City TO CERTIFY WHICH, witness my hand and the seal of said City this day of , 1984 City Secretary, City of Georgetown, Texas (SEAL) went is made diter the tenth of the month (or twentieth if billed on second cycle) 10% will be added to the next bill. Second notices will be sent to all accounts not paid by the tenth of the month (or the twentieth if billed on second cycle). I H. FAILURE TO PAY CHARGES If a third notice is required, utility service will be discontinued. - Account balance plus a $10.00 service charge and the required connect fee must be paid before service will be restored. The customer will be required to pay the service charge whether utilities have been discontinued or not. I. REREAD CHARGES, CONNECT CHARGES AND RETURN CHECK CHARGES The City will reread any customer's water and/or electric meter at the customer's request. If the reread meter was cor- rectly read and there was no error on the part of the City, the customer shall be charged $10.00. If the reread meter was read incorrectly, there shall be no charge to the customer. There shall be a $15 00 charge for connecting water or electric services. The connect charge will apply to new customers, customers moving from one location to another and for reconnecting services discontinued for failure to pay charges. There shall be a $10.00 charge for all returned checks. SECTION II. That there shall be a $100.00 Utility Deposit required on each dwelling unit. There shall be no deposit required on any dwelling unit occupied by its owner. All commercial establishments shall be required to post a Utility Deposit equal to at least twice the average monthly bill of that establishment of a similar establishment of its kind. Teh mimimum commercial deposit shall be $100.00. Section III. That all ordinances, resolutions, and orders heretorefore passed, adopted and made, or any part of the same, affecting rates, charges and policies for sales made or services rendered by the Electric, Water, Waste -Water, or Garbage Systems of the City of Georgetown, which are in conflict with this Ordinance, shall be and the same are hereby in all things repaealed, provided that those provisions of the Garbage and Trash Ordinance passed on the 10th day of March, 1975, as amended on the 8th day of March, 1976, which are not in conflict herewith are not repealed. SECTION IV. The effective date of this Ordinance shall be July 159 1984. _ READ PASSED AND APPROVED by the City Council on first reading this_J_Q_day of July , 1984 and on second and final reading this_25day of July , 1984. Carl Doering, Mayor ATTEST. Pat Caballero, City Secretary APPROVED TO FORM: 4JoeMster, City Attorney 3