HomeMy WebLinkAboutGTEC Articles of Amendment 12.8.2015ARTICLES OF AMENDMENT
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ARTICLES OF INCORPORATION
OF THE
GEORGETOWN TRANSPORTATION ENHANCMENT CORPORATION
Georgetown Transportation Enhancement Corporation (the "Corporation"), pursuant to the
provisions of Section 413 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
(a) 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.
(b) 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.
(c) 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.
(d) 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:�t
Dale Ross, Mayor
ATTEST:
4� a
Shelley Nowl' g, City Secretary
APPROVED AS TO FORM:
RrWg4 Q ap;n n, City Attorney
STATE OF TEXAS
COUNTY OF WILLIAMSON
0
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. L / x xvpl-
Given under my hand and seal of this office on this day of 1� Z', 201 (�
LINDA RUTH WHITE
My Notary ID # 124936123
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Ctar ublic in anV for he State of Texas
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RESOLUTION NO. 1 3LO18 1 S-IA
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS APPROVING AND ADOPTING ARTICLES OF
AMENDMENT TO THE ARTICLES OF INCORPORATION FOR THE
CORPORATION CREATED PURSUANT TO SECTION 4B OF THE
DEVELOPMENT CORPORATION ACT OF 1979, AS AMENDED AND THE
MAY 5, 2001 ELECTION; CHANGING THE MEMBERSHIP
REQUIREMENTS OF THE BOARD OF DIRECTORS; AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, on May 5, 2001, the voters of the City of Georgetown, Texas approved a proposition
relating to the adoption of a sales and use tax within the City at a rate of one-half of one percent
as authorized Section 413 of the Development Corporation Act of 1979, as amended (the "Act")
the proceeds thereof to be used and applied for project costs for streets, roads, drainage and
other transportation system improvements including the payment of maintenance and
operating expenses associated with such projects; and
WHEREAS, the Original Articles of Incorporation for the City of Georgetown development
corporation, originally named "Georgetown 4B, Inc.," were approved by the City on September
24, 1996; and
WHEREAS, the Articles of Amendment to the Articles of Incorporation of Georgetown 413, Inc.
were approved and adopted by the City Council on July 13,1999 changing the name of the
corporation to "Georgetown Enrichment Corporation;" and
WHEREAS, on October 9, 2001, the City Council approved additional Articles of Amendment to
change the name of the corporation to the Georgetown Transportation Enhancement
Corporation ("GTEC"); change the purpose to conform to the May 5, 2001 election; and change
the name and address of the registered agent;
WHEREAS, on June 30, 2005, the City Council approved additional Articles of Amendment to
change the name and address of the registered agent;
WHEREAS, on February 13, 2007, the City Council approved Articles of Amendment relating to
allowing holdovers for members of the board under certain circumstances and changing the
dates of commencement and ending of board member terms;
Resolution No. 1 aG1S1 S^ t 1 Page I of 3
GTEC Articles of Amendment to the Articles of Incorporation
Date Approved I n tt O-v. ::LD l S
WHEREAS, at its regular meeting on December 8, 2015, the City Council considered
amendments to the Articles of Incorporation relating to the membership requirements for the
board of directors; and
WHEREAS, the City Council approves the Articles of Amendment to the Articles of
Incorporation of the Georgetown Transportation Enhancement Corporation attached hereto as
"Exhibit A."
NOW THEREFORE BE IT RESOLVED:
SECTION ONE. That the facts and recitations contained in the preamble of this resolution
are hereby found and declared to be true and correct, and are incorporated by reference herein
and expressly made a part hereof, as if copied verbatim.
SECTION TWO. That the Articles of Amendment to the Articles of Incorporation of the
Georgetown Transportation Enhancement Corporation (the "Corporation") that are attached
hereto as "Exhibit A," and which are incorporated herein by reference for all purposes as if set
forth in full, are hereby approved and adopted by majority vote of the governing body of the
City of Georgetown. All provisions of the Articles of Incorporation (as amended) that are in
effect on the date of this Resolution that are not amended by or in conflict with the Articles of
Amendment attached hereto as "Exhibit A" shall remain in full force and effect.
SECTION THREE. That the Mayor of the City Council of the City of Georgetown is authorized
to sign and file the Articles of Amendment of the Articles of Incorporation that are attached hereto
as `Exhibit A", with the Texas Secretary of State, and to take any other actions necessary to
establish and maintain the Corporation in good standing under the laws of the State of Texas and
the United States.
SECTION FOUR. The Mayor is hereby authorized to sign this Resolution and the City Secretary to
attest.
SECTION FIVE. This Resolution shall become effective upon its adoption.
PASSED AND APPROVED on the 0 day of �(.J-mW2015.
CITY OF GEORGETOWN, TEXAS
b By:
Shelley Now n City Secretar Dale Ross, Mayor
Resolution No. ) Page 2 of 3
GTEC Articles of Arneqdrnent o the Articles of Incorporation
Date Approved 1� Q9 a o1 &
APPROVED AS TO FORM:
Resolution No.
GTEC Articles of Amendment to the Articles of Incorporation
Date Approved
Page 3 of 3