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HomeMy WebLinkAboutGTEC Articles of Amendment 12.8.2015ARTICLES OF AMENDMENT L—� 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 :'.' q►±.= Expires May 24, 2020 �) , Aix -A Ctar ublic in anV for he State of Texas My commission expires: I I 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