HomeMy WebLinkAbout15637 RES - 07/16/1980A RESOLUTION
AUTHORIZING THE CREATION OF THE CORPUS CHRISTI INDUSTRIAL
DEVELOPMENT CORPORATION AS AN INSTRUMENTALITY OF THE CITY
OF CORPUS CHRISTI; CONTAINING OTHER PROVISIONS RELEVANT
THERETO; AND DECLARING AN EMERGENCY.
WHEREAS, the Development Corporation Act of 1979, (the "Act"),
authorizes the creation and administration of industrial development
corporations to act on behalf of cities, counties and conservation and
reclamation districts in the promotion and development of commercial,
industrial and manufacturing enterprises to promote and encourage employ—
ment and the public welfare; and
WHEREAS, the Act authorizes cities, counties and conservation
and reclamation districts to utilize an industrial development corporation
to issue obligations and bonds on behalf of the sponsoring city, county
or conservationiand reclamation district to finance projects promoting
and developing commercial, industrial and manufacturing enterprises; and
WHEREAS, seven natural persons, of at least eighteen years of
age and qualified electors of the City of Corpus Christi, Texas,(the
"City") have filed with the City Council of the City of Corpus Christi,
Texas, (the "Council") a written application requesting that the Council
authorize and approve the creation of the Corpus Christi Industrial
Development Corporation (the "Corporation") and approve the Articles
of Incorporation to be used in creating the Corporation; and
WHEREAS, .the Corporation has been or will be created and organized
as a Texas nonprofit corporation, pursuant to the provisions of the Act,
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for such limited purposes; and
WHEREAS, the Council has received the application and reviewed
the Articles of Incorporation and has determined to authorize and approve
the creation of the Corporation, a not-for-profit entity, as its con-
stituted authority and instrumentality to accomplish the specific public
purpose of the promotion and development of commercial, industrial and
manufacturing enterprises to promote and encourage employment and the
public welfare; NOW, THEREFORE;
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS:
SECTION 1. That the Corporation is hereby authorized and
approved for creation as an industrial development corporation under the
provisions of the Act.
SECTION 2. That the Corporation is hereby designated as the
duly constituted authority and instrumentality of the City (within the
meaning of those terms in the regulations of the Treasury and the rulings
of the Internal Revenue Service prescribed and promulgated pursuant to
Section 103 of the Internal Revenue Code of 1954, as amended) and shall
be authorized to act on behalf of the City for the specific public purpose
of the promotion and development of commercial, industrial and manufactur-
ing enterprises to promote and encourage employment and the public welfare;
but the Corporation is not intended to be and shall not be a political
subdivision or a political corporation within the meaning of the Constitution
and the laws of the State of Texas (the "State") including without limi-
tation Article III, Section 52 of the State Constitution, and the City
does not delegate to the Corporation any of its attributes of sovereignty,
including the power to tax, the power of eminent domain and the police
power.
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SECTION 3. That the Corporation may, under the conditions set
forth in this Resolution, issue obligations on behalf of the City,
acquire, lease, sell or convey certain properties and make loans for
the promotion and development of commercial, industrial and manufacturing
enterprises to promote and encourage employment and the public welfare.
The City shall not lend its credit or grant any public money or thing
of value in aid of the Corporation. Furthermore, obligations issued
by the Corporation with the approval of the City shall be deemed not to
constitute a debt of the State, of the City or of any other political
corporation, subdivision or agency of the State or a pledge of the faith
and credit of any of them, but such obligations shall be payable solely
from the funds herein provided. The Corporation shall not be authorized
to incur financial obligations which cannot be paid from the lease or
sale of a project or realized from a loan made by the Corporation to
finance or refinance in whole or in part a project. "Project" shall mean
the land, buildings, equipment, facilities and improvements (one or more)
found by the Board of Directors of the Corporation (the 'Board of Directors")
to be required or suitable for the promotion of commercial or industrial
development and expansion, the promotion of employment or for use by
commercial, manufacturing or industrial enterprises, in respective of
whether in existence or required to be acquired or constructed after the
making of such findings by the Board of Directors.
SECTION 4. That the Articles of Incorporation of the Corporation,
in the form attached hereto, are hereby approved for use and adoption by
the Corporation.
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SECTION 5. That this Resolution is adopted for the purpose of
satisfying the conditions and requirements of the Act and of Section 103
of the Internal Revenue Code of 1954, as amended and the regulations pre-
scribed thereunder from time to time and for the benefit for the Corpora-
tion, the City, the owners or holders from time to time of the obligations
of the Corporation and all other interested persons.
SECTION 6. That it is hereby officially found and determined
that an emergency and urgent public necessity exists which requires the
adoption of this Resolution at the earliest practicable date, such emer-
gency being that the adoption of this Resolution is necessary for the
existence of an industrial development corporation under the Act and that
the City is at a critical disadvantage in competing for the location or
expansion of commercial, industrial and manufacturing enterprises; that
such emergency requires the suspension of the Charter rule that no ordinance
or resolution shall be passed finally on the date of its introduction and
that such ordinance or resolution shall be read at three several meetings
of the City Council, and the Mayor having declared that such emergency and
necessity exist, having requested the Charter rule be suspended and that
this resolution be passed finally on the date of its introduction and take
effect and be in full force and effect from and after its passage; that such
urgent public necessity requires the holding of the meeting at which this
resolution shall be adopted; that said meetings was open to be public as re-
quired by law; and that public notice of the time, place and purpose of said
meeting was given as required by Vernon's Ann. Civ. Stat. Art. 6252-17, as
amended;
Resolution
Corpus Christi Industrial Development Corporation
IT IS ACCORDINGLY SO RESOLVED, this the / O "`'day of
ATTEST:
APPROVED:
lii.Jl- DAY OF/ , 1980:
J. BRUC AYCOCK, CITY ATTORNEY
By ,; / t
As,stant City Attorney
E C
C Secre ry MA
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, 1980.
F CORPUS CHRISTI, TEXAS
ARTICLES OF INCORPORATION
OF THE
CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION
THE STATE OF TEXAS A
COUNTY OF NUECES f
We, the undersigned, natural persons of the age of eighteen (18) years
or more and qualified electors of the City of Corpus Christi, Texas,
(the "City") acting as incorporators of a nonprofit corporation under
the Development Corporation Act of 1979, (the "Act"), having been granted
authority by the governing body of the City as evidenced by the resolution
attached hereto as "Exhibit A", do hereby adopt the following Articles of
Incorporation for such Corporation:
ARTICLE ONE
The name of the Corporation is the Corpus Christi Industrial Development
Corporation.
ARTICLE TWO
The Corporation is a nonprofit Corporation.
ARTICLE THREE
The duration of the Corporation shall be perpetual.
ARTICLE FOUR
The Corporation is organized and may issue bonds on behalf of the City for
the specific public purpose of the promotion and development of commercial,
industrial and manufacturing enterprises to promote and encourage employment
and the public welfare.
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ARTICLE FIVE
The Corporation has no members and is a non -stock corporation.
ARTICLE SIX
These articles of incorporation may at any time and from time to time
be amended so as to make any changes therein and add any provisions thereto
which might have been included in the articles of incorporation in the
first instance. Any such amendment shall be effected in either of the
following manners: (i) the members of the board of directors of the
Corporation shall file with the governing body of the City an application
in writing seeking permission to amend the articles or incorporation,
specifying in such application the amendment proposed to be made, such
governing body shall consider such application and, if it shall by appropriate
resolution duly find and determine that it is wise, expedient, necessary
or advisable that the proposed amendment be made and shall authorize the
same to be made, and shall approve the form of the proposed amendment,
then the board of directors of the Corporation may amend the articles of
incorporation by adopting such amendment at a meeting of the board of
directors and delivering articles of amendment to the Secretary of State,
or (ii) the governing body of the City may, at its sole discretion, and
at any time, alter or change the structure, organization, programs, or
activities of the Corporation (including the power to terminate the
Corporation), subject to any limitation on the impairment of contracts
entered into by the Corporation, by adopting an amendment to the articles
of incorporation of the Corporation at a meeting of the governing body
of the City and delivering articles of amendment to the Secretary of State.
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ARTICLE SEVEN
The street address of the initial registered office of the Corporation
is 302 S. Shoreline, Corpus Christi, Texas, 78408, and the name of its
initial registered agent at such address is Luther Jones.
ARTICLE EIGHT
The affairs of the Corporation shall be managed by a board of directors
which shall be composed in its entirety of persons appointed by the governing
body of the City. The number of directors constituting the initial board
of directors is seven (7). The names and 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:
NAMES
Luther Jones
David Diaz
Edward L. Sample
Betty N. Turner
Cliff Zarsky
Dr. Jack Best
Jack K. Dumphy
ADDRESSES
7350 McArdle, Apt. 128
Corpus Christi, Texas
3741 Liberty
Corpus Christi, Texas
5106 Moultrie
Corpus Christi, Texas
4466 Ocean Drive
Corpus Christi, Texas
5202 Wooldridge
Corpus Christi, Texas
225 Bayshore
Corpus Christi, Texas
211 Ohio
Corpus Christi, Texas
DATE OF
EXPIRATION OF
TERM
May 1, 1981
May 1, 1981
May 1, 1981
May 1, 1981
May 1, 1981
May 1, 1981
May 1, 1981
provided, however, that the term of any Director who is a public official
of the City shall not exceed the period for which such director shall be
a public official of the City.
Each director, including the initial directors, shall be eligible for
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reappointment. Directors are removable by the governing body of the
City, for cause or at will, and must not be appointed for a term in
excess of two years. Any vacancy occurring on the board of directors
through death, resignation, or otherwise, shall be filled by appointment
by the governing body of the City to hold office until the expiration of
the term for which the vacating director had been appointed.
ARTICLE NINE
The name and street address of each incorporator is:
NAME ADDRESS
Luther Jones 7350 McArdle, Apt. 128, Corpus Christi,Texas
David Diaz 3741 Liberty, Corpus Christi, Texas -
Edward L. Sample 5106 Moultrie, Corpus Christi, Texas
Betty N. Turner 4466 Ocean Drive, Corpus Christi, Texas
Cliff Zarsky 5202 Wooldridge, Corpus Christi, Texas
Jack K. Dunphy 211 Ohio, Corpus Christi, Texas
ARTICLE TEN
The City Council has specifically authorized by resolution the Corporation
to act on the City's behalf to further the specific public purpose of the
promotion and development of commercial, industrial and manufacturing
enterprises, to promote and encourage employment and the public welfare and
has approved these Articles of Incorporation of the Corporation. The date
of adoption of such resolution is July 16 , 1980, and a copy
of same is attached hereto as "Exhibit A.
ARTICLE ELEVEN
No dividends shall ever be paid by the Corporation and no part of its net
earnings (beyond that necessary for retirement of the indebtedness of the
Corporation or to implement the public purpose of the City for which the
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Corporation has been created) shall be distributed to or inure to the
benefit of its directors or officers or any private person, firm, corporation,
or association except in reasonable amounts for services rendered. No
substantial part of the Corporation's activities shall be carrying on
propaganda, or otherwise attempting to influence legislation, and it
shall not participate in, 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 TWELVE
If the Corporation ever should be dissolved when it has, or is entitled to,
any interest in any funds or property of any kind, real, personal, or
mixed, such funds or property or rights thereto shall not be transferred
to private ownership, but shall be transferred and delivered to the City,
after satisfaction or provision for satisfaction of debts and claims.
IN WITNESS WHEREOF, we have hereunto set our hands, this day of
1980.
Incorporators
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THE STATE OF TEXAS
COUNTY OF NUECES
I, the undersigned, a Notary Public, do hereby certify that on
this 16th day of July, 1980, personally appeared before me:
Luther Jones
David Diaz
Edward L. Sample
Betty N. Turner
Cliff Zarsky
Jack K. Dumphy
who each being by me first duly sworn, severally declared that they
are the persons who signed the foregoing document as incorporators,
and that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the
day and year above written.
Notary Public in and for Nueces County,
Texas
TO THE MEMBERS OF THE CITY COUNCIL
Corpus Christi, Texas
Corpus Christi, Texas
/604A -day of 4calt____, 19LEL
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For the reasons set forth in the emergency clause of the foregoing ordinance,
a public emergency and imperative necessity exist for the suspension of
the Charter rule or requirement that no ordinance or resolution shall be
passed finally on the date it is introduced, and that such ordinance or
resolution shall be read at three meetings of the City Council; I, therefore,
request that you suspend said Charter rule or requirement and pass this
ordinance finally on the date it is introduced, or at the present meeting
of the City Council.
Respectfully,
MAYO
E CI OF CORPUS CHRISTI, TEXAS
The Charter rule was suspended by the following vote:
Luther Jones
Edward L. Sample
Dr. Jack Best
David Diaz
Jack K. Dumphy
Betty N. Turner
Cliff Zarsky
The above ordinance was passed by the following vote:
Luther Jones
Edward L. Sample
Dr. Jack Best
David Diaz
Jack K. Dumphy
Betty N. Turner
Cliff Zarsky