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HomeMy WebLinkAboutGTEC_Articles of Amendment_12.8.2015 Georgetown Transportation Enhancement Corporation (the “Corporation”), pursuant to the provisions of Section 4B of the Development Corporation Act of 1979, as amended, adopts the following Articles of Amendment to its amended Articles of Incorporation: SECTION ONE The following amendments to Article X of the Articles of Incorporation were adopted by the City Council at its regular meeting on December 8, 2015. Article X Board of Directors The affairs of the Corporation will be managed by a board of directors (the "Board") which will be composed of seven persons appointed by the City Council of the City for a two year term of office each. Places 1, 3, 5, and 7 will be appointed in odd-numbered years, and Places 2, 4, and 6 will be appointed in even-numbered years. Each director must be a resident of the City. At least three of the directors must not be employees or officers of the City, or members of the City Council. At least one of the directors shall be a City Council member. A majority of the then current membership of the Board constitutes a quorum. The Board will conduct all meetings within the boundaries of the City and in accordance with the requirements of the Act. The names and the street addresses of the persons who are to serve as the initial directors and the dates of expiration of their initial terms as directors, are as follows: (See original Articles of Incorporation for list of names and addresses) Each director, including each initial director, is eligible for reappointment. Directors are removable by the City Council at any time without cause. The directors shall serve without compensation but, they will be reimbursed for their actual expenses incurred in the performance of their duties as directors. Any vacancy occurring on the Board will be filled by an appointment of the City Council of a person who will hold such position until the expiration of the term. A director who is a member of the City Council will cease to be a director upon ceasing to be a member of the City Council. Notwithstanding any provisions herein to the contrary, a director shall hold office until his/her successor shall have been appointed and qualified. If qualified, a director completing a term may be reappointed at the discretion of the Council. The directors will elect a president, vice-president, secretary, and treasurer of the Corporation as more specifically provided in the Corporation's bylaws and in the Act. The term of office for each officer shall be for a period of one year. SECTION TWO These Articles of Incorporation are hereby amended in accordance with the provisions of Article VIII of the Articles of Incorporation (as amended), which provides that the Articles of Incorporation may be amended at any time to make any changes and add any provisions which might have been included in the Articles of Incorporation in the first instance, and accomplished in the following manner: (2) The City Council may, at its sole discretion, and at any time, amend these Articles of Incorporation and alter or change the structure, organization, programs or activities of the corporation, or terminate or dissolve the Corporation (subject to the provisions of the Act, and subject to any limitation provided by the Constitutions and laws of the State of Texas and the United States of America on the impairment of contracts entered into by the Corporation) by written resolution adopting the amendment to the Articles of Incorporation or by articles of dissolution at a meeting of the City Council and delivering articles of amendment or dissolution to the Secretary of State, as provided in the Act. Restated Articles of Incorporation may be filed with the Secretary of State as provided in the Act if approved by the City Council. (See Articles of Incorporation, as amended, Article VIII, item (2)). SECTION THREE. These amendments were adopted in the following manner: The amendments were approved at a meeting of the City Council of the City of Georgetown, Texas held on December 8, 2015, and received the vote of a majority of the City Council members in office. A Resolution effective December 8, 2015, of the City Council adopting these Articles of Amendment is attached hereto. Dated: _____________________________ ____________________________________ Dale Ross, Mayor ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: Bridget Chapman, City Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON § BEFORE ME, the undersigned authority, on this day personally appeared Dale Ross, Mayor, City of Georgetown, Texas, known to me to be the person whose name is subscribed to the foregoing document, and being by me first duly sworn, declared that the statements therein contained are true and correct. Given under my hand and seal of this office on this _____ day of ________, 2015. ___________________________________ Notary Public in and for the State of Texas My commission expires: