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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, *019 im29WO 15C37 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. • 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. • 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 • , 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. • 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. • 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 • • 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 • 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 • • 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 • 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