HomeMy WebLinkAboutORD 84-137 - Creation of a Non-ProfitSECRETARY OF STATE
The undersigned, as Secretary of State of
the State of Texas, HEREBY CERTIFIES that the attached is
a true and correct copy of the following described instruments
on file in this office:
CITY OF GEORGETOYN HIGHER EDUCATION FINANCE CORPORATION
ARTICLES OF INCORPORATION AUGUST 24, 1984
IN TESTIMONY WHEREOF, I have hereunto
signed my name officially and caused to he im.
pressed hereon the Seal of State at my c5ce in
the Ciry of Austin, this
YSth., day of.....Sepleter........ , A. D 1989.:
..................................................................
Secretary of State
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9eCretsry °OstaDoothe
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AIIri2q�84
ARTICLES OF INCORPORATION
OF corporabots Sechoh
CITY OF GEORGETOWN
HIGHER E➢UCATION FINANCE CORPORATION
Pursuant to Section 33.33(b), Texas Education Code, as amended (the
"Act") we the undersigned natural persons, acting on behalf of and as
directed and ordered by the City of Georgetown, Texas (the "City"), as
incorporators of a nonprofit corporation under the Act, do hereby adopt the
following Articles of Incorporation therefor;
ARTICLE I
The name of the corporation is CITY OF GEORGETOWN HIGHER EDUCATION
FINANCE CORPORATION.
ARTICLE II
The Corporation is a non-profit corporation created under the Act by
order of the governing body of the City pursuant to the Act.
ARTICLE III
The duration of the Corporation is perpetual, subject to dissolution
as herein provided.
ARTICLE IV
The Corporation is organized solely and exclusively for the purpose of
aiding institutions of higher education in providing educational facilities
and housing facilities and facilities incidental, subordinate or related
thereto or appropriate in connection therewith in accordance with and
subject to the provisions of the Act, all to be done on behalf of the City
and as its duly constituted authority and instrumentality.
The Corporation shall have and may exercise all powers granted under
the Act, including those incorporated from the Texas Son -Profit Corporation
Act, except as such powers are limited by these Articles of Incorporation
or by the bylaws of the Corporation.
ARTICLE V
The Corporation shall have no members and is a nonstock corporation.
UuJ,IJDI'1.'J
ARTICLE VI
The street address of the initial registered office of the Corporation
is 163 West Seventh, Georgetown, Texas 18626, and the name of the initial
registered agent at such address is Patrick Caballero.
ARTICLE VII
All powers of the Corporation shall be vested in a board of directors
consisting of not less than seven n r mare than eleven directors, as may be
fixed from time to time by the bylaws of the Corporation, each of whom
shall be appointed by the governing body of the City, Each director shall
serve for a term of two years or until his or her successor is appointed
by the governing body of the City. No officer or employee of the City is
eligible for appointment as a director. Directors are not entitled to
compensation for services but are entitled to reimbursement for expenses
incurred in performing such services, Any director may be removed from
Office at any time, with or without cause, by written ordinance of the
governing body of the City. All vacancies, from whatever cause, shall be
filled by the governing body of the City.
ARTICLE VIII
All matters pertaining to the internal affairs of the Corporation
shall be governed by the bylaws of the Corporation, so long as such bylaws
are not inconsistent with these Articles of Incorporation or with the Act.
ARTICLE IX
The number of directors constituting the initial hoard of directors is
nine, Those individuals who shall constitute the initial board of direc•
tors and their addresses are:
•2-
UIQ.U41JJ%aU
NAME,
ADDRESS:
J. C. Sloan
P. 0, Box 649
Georgetown, Texas
78627.0649
Charles A. Forbes
1107 Main Street
Georgetown, Texas
78626
Thomas R, Locke
P. 0. Box 1030
Georgetown, Texas
78627.1030
Nancy Raper
1310 Olive Street
Georgetown, Texas
78262
Andrew haughn
P. 0, Box 139
Georgetown, Texas
78617.0139
Jo Ella Simon
P. 0, Box 1048
Georgetown, Texas
78627.1048
James Wilson
806 Austin Avenue
Georgetown, Texas
78626
Carroll N, Sullivan, Jr.
P. 0. Drawer 19
Georgetown, Texas
79627
Winfred Bonner
806B West
Georgetown, Texas
78626
ARTICLE %
The names and street addresses of the incorporators are:
NAME: ADDRESS;
J. C. Sloan P. 0. Box 649
Georgetown, Texas 78627.0649
Charles A. Forbes
Thomas R. Locke
1107 Main Street
Georgetown, Texas 78626
P. 0. Box 1030
Georgetown, Texas 78627.1030
��ou�iva5i
ARTICLE XI
On July 10, 1984, the governing body of the City duly adopted an
ordinance ordering the creation of the Corporation, approving the form of
these Article of Incorporation, and authorizing the Corporation to act on
its behalf and as its duly constituted authority and instrumentality to
further the public purposes provided in the Act, in the ordinance and in
these Articles of Incorporation,
ARTICLE XII
These Articles of Incorporation may at any time and from time to time
be amended by either of the following methods: (1) the members of the
board of directors of the Corporation may approve a proposed amendment and
file with the governing body of the City a written application seeking
permission to amend these Articles of Incorporation, specifying in such
application the amendment proposed to be made, and if the governing body
finds and determines that it is advisable that the proposed amendment be
made and approves the form and substance of the amendment and authorizes
the same to be made, then the board of directors of the Corporation may
amend these Articles of Incorporation by delivering articles of amendment
to the Secretary of State; or (2) the governing body of the City may, in
its sole discretion, and at any time, adopt an amendment to these Articles
of Incorporation and direct the board of directors to amend the same
whereupon the board of directors shall amend the same by filing articles of
amendment with the Secretary of State,
ARTICLE XIII
The Corporation shell be a nonprofit corporation, and no part of
its net earnings remaining after payment of its expenses, bonds or other
obligations shall ever inure to the benefit of any individual, firm or
corporation, except that in the event sufficient provision has been made
for the full payment of the expenses, bonds and other obligations of the
Corporation, then any net assets of the Corporation remaining or thereafter
accruing shall be paid to the City. No part of the Corporation's activi•
ties shall be carrying on propaganda, or otherwise attempting to influence
legislation, and it shall not participate or intervene in (including the
publishing or distributing of statements) any political campaign on behalf
of or in opposition to any candidate for public office.
ARTICLE XIV
(a) In addition to the power to amend these Articles of Incorpora-
tion, as provided elsewhere herein, the governing body of the City may,
in its sole discretion, and at any time, alter or change the structure,
organization, programs, or activities of the Corporation or terminate and
ul.Uu,'iQ07
dissolve the Corporation, subject only to any limitations provided by the
respective constitutions and laws of the State of Texas or of the United
States prohibiting the impairment of contracts entered into by the
Corporation.
(b) If the board of directors shall determine that the purposes for
which the corporation was formed have been substantially accomplished and
that all expenses, bonds and other obligations theretofore issued or
incurred by the Corporation have been fully paid or payment provided for,
the members of the board of directors shall, upon receipt of the approval
of the governing body of the City, thereupon dissolve the Corporation in
the manner provided by law, subject to the same limitations provided in
paragraph (a) of this Article %IV pertaining to dissolution directed by the
City.
(c) If the Corporation ever should be dissolved, whether instituted
by the governing body of the City or by the board of directors, all
interests in any funds or property of any kind, real, personal or mixed,
shall be transferred and delivered to the City, after satisfaction has been
made of all debts and claims against the Corporation,
(d) The initial bylaws of the Corporation and all amendments thereto,
substitutes therefor, and repeals thereof shall be subject to the approval
of the governing body of the City,
IN WITNESS WHEREOF, we have hereunto set our hands this 2Oth day of
Ruqust , 1984,
Incorporator
UJUJi I J0/00
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
I, the undersigned, a Notary Public of t e State of Texas,
do hereby certify that on this day of , 1984,
personally appeared before me S who
being by me first duly sworn, dec ared that he is the person who
signed the foregoing document as an incorporator and that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand an 'seal the date
and year above written.
l�
My Cowl.' ssion Expires:
�i
(SEAL) 1
STATE OF TEXAS
COUNTY OF WILLIAMSON
/��;rz�'
Public, State of Texas
I, the undersigned, a Notary Public of th State of Texas,
do hereby certify that on this day of 1954,
personally appeared before me who,
being by me first duly sworn, declared that he is the person who
signed the foregoing document as an incorporator and that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand d al the date
and year above written.
mImf � ` otary Public, State of Texas
My Commission Expires:
(SEAL)
111 ,`t
U41UJ/� 4
STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
I, the undersigned, a Notary Public of the State of Texas,
do hereby certify that on this day of y , 1984
personally appeared before me s L who,
being by me first duly sworn, declared that be is the person who
signed the foregoing document as an incorporator and that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal. the date
and year above written,
Notary Public, State of Texas
MyC"�re�+s/sion Expires:
35
(SEAL]
•S•
u J U 4I l U J/ o :3
ORDINANCE No. 84-137
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN,
TEXAS, ORDERING THE CREATION OF A NON•FROFIT CORPORATION UNDER
SECTION 53.33(b), TEXAS EDUCATION CODE, AS AMENDED; DESIGNATING
THE INCORPORATORS THEREOF; APPROVING ARTICLES OF INCORPORATION
AND APPOINTING THE INITIAL DIRECTORS THERETO; APPROVING THE
BYLAWS OF THE CORPORATION; CONTAINING OTHER PROVISIGNS AND MAKING
CERTAIN FINDINGS RELATING THERETO.
WHEREAS, Section 53.33(b) of the Texas Education Code, as amended
(the "Act"), authorizes cities to order the creation of corporations
to provide financing in aid of institutions of higher education; and
WHEREAS, one or more institutions of higher education (the
"Universities"), as defined in Section 53.02 of the Act are located
within the City of Georgetown, Texas (the "City"); and
WHEREAS, the Universities represent and are a vital part of the
City and are in substantial need of additional facilities, properties
and funds in order properly to carry on, develop and expand their
educational activities within the City; and
WHEREAS, Section 33.33(b) of the Act specifically authorizes the
governing body of the City to order the creation and organization of
a nonprofit corporation under the Act to act on behalf of the City as
its duly constituted authority and instrumentality for the purpose
of aiding institutions of higher education in providing educational
facilities and housing facilities and facilities incidental, subordi-
nate or related thereto or appropriate in connection therewith; and
WHEREAS, the Act authorizes the nonprofit corporation thus
created to issue revenue bonds for said purposes on behalf of the
City, provides that the directors of the corporation shall be
appointed and be subject to removal by this Council, and further
provides that a private person may not share in any of the
corporation's earnings; and
WHEREAS, this Council by this Ordinance intends to take all steps
necessary to order the creation of a nonprofit corporation pursuant to
and under the Act, subject to the provisions of the Act and this
Ordinance; and
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WHEREAS, this meeting is open to the public as required by law,
and public notice of the time, place and purpose of this meeting was
given as required by Article 6252.17, Vernon's Texas Civil Statutes,
as amended;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY CDINCIL OF THE CITY OF
GEORGETOWN, TEXAS;
Section 1. That the findings and declarations contained in the
preambles of this Ordinance are incorporated herein as part of this
Ordinance.
Section 2. That this Council hereby finds and determines that
it is to the best interest of the City and its inhabitants that a
nonprofit corporation, to be named the "City of Georgetown Higher
Education Finance Corporation" (the "Corporation"), be ordered created
under the Act to act on behalf of the City as its duly constituted
authority and instrumentality for the public purposes defined and with
the powers conferred in the Act.
Section 3. That this Council hereby orders that the Corpora-
tion be created under the Act with articles of incorporation (the
"Articles") in substantially the form attached hereto, and the Council
hereby designates and appoints the fallowing persons to act on its
behalf as the incorporators thereof, to -wit:
J. C. Sloan
Charles A. Forbes
Thomas R. Locke,
and this Council directs and authorizes said incorporators to file the
Articles with the Secretary of State.
Section 4. That this Council hereby appoints Patrick Caballero
as registered agent for the Corporation and appoints the following
persons as the initial members of the board of directors of the
Corporation, to -wit:
2
J. C, Sloan
Charles A. Forbes
Thomas R. Locke
Nancy Raper
Andrew Vaughn
Jo Ella Simon
James Wilson
Carroll N. Sullivan, Jr.
Winfred Banner,
said persons to serve for the terms specified in the Bylaws, subject
to removal by this Council for cause or at will as provided in the Act
and in the Bylaws.
Section S, That, as provided in the Act, the Corporation shall
be a nonprofit corporation, and no part of its net earnings remaining
after payment of its expenses, bonds or other obligations shall ever
inure to the benefit of any individual, firm or corporation, except
that upon dissolution, in the event sufficient provision has been made
for the full payment of the expenses, bonds and other obligations of
the Corporation, then any net assets of the Corporation remaining or
thereafter accruing shall be paid to the City.
Section 6. That the City expressly reserves the right, exercis.
able at any time and in its sole discretion, to alter the structure,
organization, programs or activities of the Corporation or to terminate
and dissolve the Corporation, subject only to any limitations provided
by the respective constitutions and laws of the State of Texas or of
the United States prohibiting the impairment of contracts entered into
by the Corporation.
Section 7. That the Corporation shall have no purposes and shall
engage in no business or enterprise except in furtherance of the
Purposes provided in and authorized by the Act as it may be amended
from time to time. Whenever the board of directors shall determine
that the purposes for which the Corporation was formed have been
substantially accomplished and that all bonds and other obligations
theretofore issued or incurred by the Corporation have been fully paid
or payment provided for, the members of the board of directors shall,
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upon receipt of the approval of this Council, thereupon dissolve the
Corporation in the manner provided by law, subject to the limitations
provided in Section 6 hereof applicable to dissolution directed by the
Council.
Section 8. That whenever dissolution of the Corporation shall
occur, whether instituted by this Council or by the board of directors
of the Corporation, the dissolution proceedings shall transfer the
title to all funds and properties then owned by the Corporation to the
City after satisfaction of all claims against the Corporation has been
made.
Section 9. That any and all bonds, notes or other similar
obligations issued by the Corporation shall contain a provision,
substantially to the effect that they shall never be deemed to be or
create an indebtedness or liability or a special, general or moral
obligation payable out of any funds or properties of the City and that
they shall be payable solely out of funds and properties of the
Corporation pledged thereto,
Section 10, That is is intended that the Corporation be a duly
constituted authority and instrumentality acting on behalf of the City
within the meaning of regulations of the Treasury Department and the
revenue rulings of the Internal Revenue Service of the United States
promulgated under Section 103 and 115 of the Internal Revenue Code of
1954, as amended.
Section 11. That the Bylaws of the Corporation, in the form and
substance attached hereto, are approved, and the same shall not be
amended, altered or repealed without the approval of this Council.
Section 12, That this Ordinance shall take effect immediately
from and after its adoption,
PASSED AND APPROVED this loth day of duly , 1984,
2l�cL
Mayor, Cit of Georges ,Texas
ua6. QLrI
of Georgetown, Texas
(SEAL)
u�UU��lUU7o'J
CITY SECRETARY'S CERTIFICATE
THE UNOERSIGNEO, City Secretary of the City of Georgetown,
Texas, hereby certifies that pursuant to the specific provisions of
Section 53.35(b), Texas Education Cade, as amended, the referenced
Corporation was ordered created by the City Council, the governing
body, of said City on the date stated in Article EI of the above and
foregoing Articles of Incorporation pursuant to the ordinance therein
described, that said Articles of Incorporation are those which were
approved by said ordinance, and that a true and correct copy of said
ordinance is on file among the permanent records of said City Council
and City.
TO CERTIFY ICH, fitness my hand and the seal of said City this
day of v 1 1954. I n / //
ty 6edre€ary, Crty of Georgetown, Texas
(SEAL)
h,
ORDINANCE SEuBERV00 I 1 ,QQ,L
AS OROII;ASLE ANINDE!iG SECTION 4 OF OFDIN,4KE 1,0, 84+7
[DFAIEANCE NO. 94-f37 .4N' ORDINANCE OF THE CITY COUNCIL OF
THE f,I1E OF OEOeGETO4i' MTkS, ORDEDIFS TEE CHEAT Jt; OF A
SON'-PEOFIT CORPOAITI09 LINTER SECTIOI. 53.33(h), iEMS
EDUCATION CODE, AS APEP!OE1l; DESIGNeMnu THE INCORPORATORS
THEREOF; APPROVING ARTICLES OF 111CORPOR41TOF AND APPOINTING
THE iNITIAI DIRECTORS TPEPATO; APPROVING TH5 B9LARS OF THE
CORPOTv',TTOR; CONTAINNG OIfER PROVISIONS O IC Pi-,RG Ck IAIN
FIN'DISCS lhLATENG TRE't1101; EEiIE:^.d!.31ER RER'ERPED TO AS
"PRIOR OPEIN.��CE"; CHAING_TNG TA; DESIGNATION OF THE
RECISTfrr.D AGENT FOR THE CO3FOP,ATTON; PROVIDI?G P.
SEVERABIEIT'y WIE'SE; AND SSETTING AN EFFECTIVE DATE
SECTION I. INITEREAS, Patrick Caballero was designated as the registered Lmt
foe the Corparetinn and Sn consideration of the Ecot that ^.":r. Cabelter0 10
EOnger resides in the City of Geor;emun and no longer holds the noaition of
City Secretary for the City of Geor3etown, and
NREMSI the current City Council of the City of Georgetowabelieves the
intent of the previous City COnnell was m appoint the office oolder of the
Office oS City Secfetary as said registered agent for toe Corporation,
NO'N ThTREFORE, BE 11 ORD,TNED BY THE CITY COUNCIL OF THE CITY OF $EORGETONN
That Section 4, of said "Prior Ordinance" shall he ametdee to delete Patrick
Caballero and to amend that portion of Section 4 referring to the des ignatioe
of the registereda;;ent for the Corporation to read 'as follows:
SECTION 4. That this Council hereby appoints Peat Willoutihby
as registerad agent for the Corporation...
SECTION 2. If any section, paragraph, cause, phrase, or provisim of Chia
Amendfn Ordinance shall he zdiud;, d invalid or held unconstitutional, the same
shallnot affect the validity of the "Prior Ordinance" as a whole or any part.
or provision thereof otter than the part of this Aoending Ordinance so declared
to be invalid or unconstitutional.
SECTION 3. This ordinance shall become effective upon adoption of its second
and final readimS by the City Council 0f the City of Ceorgetot�'n, Tana,
Read on first readinS this ISth Gov of December 1987
:Read and adopted on second reading this �A day of
Jim Colbert, 9ayoe
ATT'RST;
Leta Nilloughby, City"�adratehy
biSher education finance corporation ordinance (csf 870600'F♦ord paZe 1 00 2
,,:.;roved a. to legality in accordance with section 2,IO oitheCityof
Georgetnran Charter as onended,
SM11F LSO S!Rlp
Ld4StunepCity kttorney
THE STATE OF HCAS
COFTiY OF xiLLI9ICSON
CITY OF GEOEGETNT
being the current Cit? Secretary of the
City of Georget u do hereby certify teat the attached ordnance of the Cit
Council of the City of Georgetown is a true and correct mpg of such ordinance
adopted at a council meeting open to the publ`c and not'ce of said rrsetisg,
giving the date, place, and subject thereof, was -eoater: as prescribed by
Article 6252-17, Sectioe 3A5 YATCS.
Dated this day of 19
(City She])
Secretary
higher education finance chrpyration ordinance (csf 570606F.ntd) paL,e 2 of 2