HomeMy WebLinkAboutGEDCO Articles of Amendment 12.8.2015ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF THE
GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION
Georgetown Economic Development Corporation (the "Corporation"), pursuant to the
provisions of Section 4A 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 VI were adopted by the City Council at its regular
meeting on December 8, 2015:
ARTICLE VI
BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by a Board of Directors consisting of
seven (7) Directors, who are appointed by the governing body of the City and a minimum of two
(2) of the seven (7) directors shall be current City Council Members. A Director's term of office
shall not exceed six years or, for directors who are Council Members, until the end of their term
of service on the City Council, whichever is less. Any Director who is a member of the
governing body of the City shall cease to be a Director at the time he or she ceases 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.
Directors may be removed at any time for any reason by majority vote of the City
Council.
The Directors shall serve as such without compensation; however, they may be
reimbursed for their actual expenses incurred in the performance of their duties as Directors.
Any vacancy occurring on the Board of Directors through death, resignation, removal, or
otherwise shall be filled by appointment by the governing body of the City to hold office until
the expiration of the term being filled.
SECTION TWO
These Articles of Incorporation are hereby amended in accordance with the provisions of
Article VII 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:
(ii) the governing body of the City may, at its sole discretion, and at any time, amend
Amendment to the Articles of Incorporation
Pagel of 3
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 of the Corporation or articles of dissolution at a meeting of the
governing body of the City and delivering articles of amendment or dissolution to the
Secretary of State, as provided in the Development Corporation Act of 1979. 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 VII, item (ii)).
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:
5 0
Shelley Nowli ity Secretary
APPROVED AS TO FORM:
Bridget -Chapman, City Attorney
STATE OF TEXAS §
Amendment to the Articles of Incorporation
Page 2 of 3
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/ 1 , 2011'(
LINDARUTHWHITE
My Notary ID # 124936123
Expires May 24, 2020
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Amendment to the Articles of Incorporation
Page 3 of 3
RESOLUTION NO.
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 4A OF THE
DEVELOPMENT CORPORATION ACT OF 1979, AS AMENDED AND THE
MAY 7, 2005 ELECTION; CHANGING MEMBERSHIP REQUIREMENTS OF
THE BOARD OF DIRECTORS; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, on May 7, 2005, the voters of the City of Georgetown, Texas approved a proposition
relating to the adoption of a sales and use tax within the City for the promotion and
development of new and expanded business enterprises at the rate of one -eighth of one percent
to be used to reduce the property tax rate, as authorized by Section 4A of the Development
Corporation Act of 1979, as amended (the "Act"); and
WHEREAS, the Original Articles of Incorporation for the "Georgetown Economic Development
Corporation" were approved by the City Council on June 30, 2005; and
WHEREAS, the City Council adopted Articles of Amendment to the Articles of Incorporation
on February 13, 2007; and
WHEREAS, on January 8, 2013, the City Council adopted Articles of Amendment to the Articles
of Incorporation relating to the number of members of the Board of Directors; and
WHEREAS, 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 attached Articles of Amendment to the Articles of
Incorporation of the Georgetown Economic Development 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.
Resolution No. Bias 15 - G Page 1 of 2
GEDCO Articles of Amendm nt to the Articles of Incorporation
Date Approved
SECTION TWO. That the Articles of Amendment to the Articles of Incorporation of the
Georgetown Economic Development 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 S day of ae C-6A1-1; 2015.
ATTEST:
Shelley Nowl' g, City Secretary
APPROVED AS TO FORM:
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CITY OF GEORGETOWN, TEXAS
By: (L C
Dale Ross, Mayor
Resolution No. i A OS l5" Page 2 of 2
GEDCO Articles of Amendm nt to the Articles of Incorporation
Date Approved Ja. Q$IG,01,5