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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 cC4-4-'r- .e otar ublic in an for the State of Te s My ommission eafpires: C a! 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: *M-4,rA—J� iTrall ttap 5��� �6'l tc sso✓r ,� ids t. � t 04ff4 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