HomeMy WebLinkAbout17193 RES - 08/11/1982RESOLUTION AUTHORIZING THE CREATION OF CORPUS CHRISTI
HEALTH FACILITIES DEVELOPMENT CORPORATION; CONTAINING
OTHER PROVISIONS RELATING TO'THE SUBJECT; AND DECLARING
AN EMERGENCY,
WHEREAS, as hereinafter recited, it has been proposed that
"Corpus Christi Health Facilities Development Corporation" be formed to
serve the citizens of the State of Texas and of the City of Corpus Christi
(the "City"); .
WHEREAS, the Health Facilities Development Act, Article 1528j,
Vernon's Texas Civil Statutes (the "Act"), authorizes any city, county or
hospital district in the State of Texas to create and utilize one or more
public nonprofit health facilities development corporations (a) to provide
health facilities for the promotion and development of health care,
t research and education, all for the public purpose of promoting the health
and welfare of its residents and citizens of the State of Texas, and (b) to
issue bonds on its behalf to finance the cost of health facilities, all as
provided in and in accordance with the terms of the Act;
WHEREAS, pursuant to the provisions of the Act, four residents of
the City (the "Incorporators"), each being a citizen of the State of Texas,
of the age of 18'years or more, have presented to the City Council of the
City (the "City Council") proposed articles of incorporation to be utilized
in the formation of a public nonprofit health facilities development
corporation to be called "Corpus Christi Health Facilities Development
Corporation" (the "Corporation") with authority to carry out the public
purposes for which it is incorporated, to exercise the powers with which it
is invested by the Act and its Articles of Incorporation, including the
power to issue its obligations to accomplish such public purposes and
powers, as a public instrumentality and nonprofit corporation to exist and
act on behalf of, and for the benefit of, the general public, the City and
the State of Texas;
WHEREAS, the Act provides that the Corporation may not be formed
unless the City Council shall have by appropriate resolution duly adopted
(1) found and determined that it is wise, expedient, necessary and
advisable that the Corporation be formed and (2) approved the form of the
Articles of Incorporation to be used in organizing the Corporation; and
WHEREAS, the City Council has determined, upon its own motion, to
adopt such resolution;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
Section 1. That the City Council officially finds, determines,
recites and declares that it is in the public interest and to the benefits
of the residents of the City and the citizens of the State of Texas that
"Corpus Christi Health Facilities Development Corporation" (the
"Corporation") should be created to promote and develop new, expanded, or
improved health facilities in order to assist the maintenance of the public
health and the public welfare, pursuant to the Articles of Incorporation
presented herewith to this City Council and attached hereto as Exhibit "A",
with authority in the Corporation to carry out the public purposes for
which it is invested by incorporated, to exercise the powers with which it
is invested by the laws of the State of Texas, the City, its Articles of
Incorporation, and its Bylaws, the proposed form of which is attached
hereto as Exhibit "B", including the power to issue its obligations to
accomplish such purposes and powers, as a public instrumentality and
nonprofit corporation to exist and act on behalf of and for the benefit of
the general public, the City and the State of Texas.
Section 2. That, having considered the same, the Application of
the Incorporators to this City Council for authorization of the creation of
the Corporation in accordance with the provisions of the Act is hereby
approved; that the form of the proposed Articles of Incorporation and
Bylaws presented to this City Council by the Incorporators are hereby
approved; and that the Incorporators are hereby authorized and directed to
file with the Secretary of State of the State of Texas triplicate originals !
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of the Articles of Incorporation, and to present to the initial Board of
Directors of the Corporation at its organizational meeting for adoption the
Bylaws hereby approved.
Section 3. That upon the issuance by the Secretary of State of a
Certificate of Incorporation, the Incorporators are hereby authorized and
directed, in accordance with the provisions of the Act, to call the
organizational meeting of the Corporation after having given at least five
daysnotice thereof by mail to each director named in the Articles of
Incorporation, which notice shall start the time and place of such
organizational meeting.
Section 4. That, having given consideration to the qualifica-
tions of Luther Jones, Betty N. Turner, Bob Gulley, Jack K. Dumphy, Cliff
Zarsky, Herbert L. Hawkins, Jr., and Dr. Charles W. Kennedy to serve as
directors of the Corporation and having determined that the public good
will be furthered by making such appointments, they are hereby appointed by
this City Council to constitute the initial Board of Directors of the
Corporation, to serve, subject to removal by the City Council for cause or
at will, for such terms as are stipulated in the Articles of Incorporation.
Section 5. That upon the issuance of its Certificate of
Incorporation the existence of the Corporation shall begin; that the
Corporation shall constitute a public instrumentality and nonprofit
corporation operating under the name of "Corpus Christi Health Facilities
Development Corporation"; and that the Corporation shall be authorized, in
accordance with the provisions of the Act, this resolution and subsequent
actions of the City Council, and its Articles of Incorporation to carry out
the public purposes and powers set forth therein and herein.
Section 6. That, pursuant to the provisions of the Act, upon the
issuance by the Secretary of State of the State of Texas of a Certificate
of Dissolution of the Corporation, the Corporation shall thereupon stand
dissolved and title to all funds and properties owned by the Corporation
shall automatically vest in the City without any further conveyance,
transfer or act of any kind whatsoever.
Section 7. That, pursuant to the provisions of the Act, the
Corporation shall be and is hereby designated as a public nonprofit
corporation, and a duly constituted authority and instrumentality of the
City; existing and acting on behalf of, but separate and apart from, the
City, provided, however, that the City shall not be liable for any of the
obligations of the Corporation or bound by any actions or proceedings of
the Corporation except as may be specifically assumed by the City acting by
and through the City Council; and provided further, however, that the
Corporation is not intended to be and shall not be a political subdivision
or political corporation within the meaning of the Constitution and laws of
the State of Texas, including, without limitation, Article III, Section 52,
of the 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 8. That the Corporation shall, at least fourteen days
prior to the issuance by the Corporation of any obligations, file with the
City Council a full and complete description of the health facility, the
cost of which is to be paid in whole or in part from the proceeds of such
proposed obligations, including an explanation of the projected costs and
the necessity for such proposed health facility and the name of the
proposed user of such heal,th facility, which information shall be public
information open to public inspection.
Section 9. That the Mayor and the City Secretary of the City and
other appropriate officials of the City are hereby authorized and directed
to execute all appropriate Certificates and to do any and all other things
necessary or convenient to carry out the provisions of this resolution.
Section 10. That a duly certified copy of this resolution shall
be admissible in evidence in any suit, action or proceeding involving the
validity or enforcement of or otherwise relating to any contract of the
Corporation, and shall be deemed conclusive proof that the Corporation has
been authorized to be formed and to transact business and exercise its
powers pursuant to the provisions of the Act.
Section 11. That this resolution and all the terms and
provisions hereof shall be liberally construed to effectuate the purposes
set forth herein and to sustain the validity of the authorization of the
formation and operation of the Corporation. If any word, phrase, clause,
sentence, paragraph, section or other part of this resolution, or the
application thereof to any person or circumstance, shall ever be held to be
invalid or unconstitutional by any court of competent jurisdiction, the
remainder of this resolution and the application of such word, phrase,
clause, sentence, paragraph, section or other part of this resolution to
any other persons or circumstances shall not be affected thereby.
Section 12. That upon the written request of the Mayor or five
Councilmembers, copy attached, to find and declare an emergency due to the
urgent public necessity for the Corporation to be formed and to begin
transacting business and exercising its power to promote the health and
welfare of the citizens, such finding of an emergency is made and declared
requiring suspension of the Charter rule as to consideration and voting
upon ordinances or resolutions at three regular meetings so that this
resolution is passed and shall be effective upon first reading at this
meeting of the City Council as an emergency measure; and that said meeting
was open to the public and that public notice of the time, place and
purpose of said meeting was given as required by the Open Meetings Law,
Article 6252-17, Vernon's Texas Civil Statutes, as amended.
ATTEST:
e e,
it ecretary
APPROVED:
I (14 -DAY OF AUGUST, 1982
J. BRUCE AYCOCK, CITY ATTORNEY
BY
Assi
ant City Attorney
•
NIA9Y°
HE CI OF CORPUS CHRISTI, TEXAS
ARTICLES OF INCORPORATION
OF
CORPUS CHRISTI HEALTH FACILITIES DEVELOPMENT CORPORATION
We, the undersigned, natural persons of the age of eighteen years or
more, citizens of the State of Texas and residents of the City of Corpus
Christi, Texas, (the "City"), acting as incorporators of a health
facilities development corporation, (the "Corporation"), under the Health
Facilities Development Act, do hereby adopt the following Articles of
Incorporation for the Corporation:
ARTICLE I
The name of the Corporation is CORPUS CHRISTI HEALTH FACILITIES
DEVELOPMENT CORPORATION.
ARTICLE II
The Corporation is a nonprofit public corporation.
ARTICLE III
The duration of the Corporation is perpetual.
ARTICLE IV
The Corporation is organized for the purpose of acquiring,
constructing, providing, improving, financing and refinancing health
facilities in order to assist the maintenance of the public health pursuant
to the Health Facilities Development Act, on and behalf of and as the duly
constituted authority and instrumentality of the City.
,
ARTICLE V
The Corporation has no members and is a nonstock corporation.
ARTICLE VI
These articles of incorporation may at any time and from time to time
be amended so as to make any changes herein and add any provisions hereto
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 of incorporation,
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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 the proposed amendment
is wise, expedient, necessary or advisable, it 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 VII
The street address of the initial registered office of the Corporation
is 302 S. Shoreline Blvd., P. O. Box 9277, Corpus Christi, Texas 78408, and
the name of its initial registered agent at such address is Luther Jones.
ARTICLE VIII
The affairs of the Corporation shall be managed by a board of
directors which shall be composed in its entirety by persons appointed by
the governing body of the City. The number of directors constituting the
initial board of directors of the Corporation is seven (7), and the names,
addresses and terms of office of the persons who are to serve as the
initial directors are:
Name Address Expiration of Term
Luther Jones 725 Brock May 1, 1983
Corpus Christi, TX 78412
Betty N. Turner 4466 Ocean Drive May 1, 1983
Corpus Christi, TX 78412
Bob Gulley 4044 Magee Lane May 1, 1983
Corpus Christi, TX 78410
Jack K. Dumphy 211 Ohio May 1, 1983
Corpus Christi, TX 78404
Clifford L. Zarsky 5202 Wooldridge May 1, 1983
Corpus Christi, TX 78413
Herbert Hawkins, Jr. 2922 Bexar May 1, 1983
Corpus Christi, TX 78415
Dr. Charles W. Kennedy 120 Louisiana May 1, 1983
Corpus Christi, TX 78404
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 no director shall be appointed for a term in
excess of six (6) 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 IX
The names and street addresses of each incorporator are:
Name Address
Luther Jones
Jack K. Dumphy
Clifford L. Zarsky
Dr. Charles W. Kennedy
725 Brock
Corpus Christi, TX 78412
211 Ohio
Corpus Christi, TX 78404
5202 Wooldridge
Corpus Christi, TX 78413
120 Louisiana
Corpus Christi, TX 78404
ARTICLE X
The City Council of the City, whose address is 302 S. Shoreline, P. 0.
Box 9277, Corpus Christi, Texas 78408, has adopted a resolution
specifically approving the form of these Articles of Incorporation and
authorizing the Corporation to act on its behalf to further the public
purposes set forth herein and in the Act.
ARTICLE XI
No dividends shall ever be paid and any net earnings of the
Corporation (beyond that necessary for retirement of its indebtedness or to
implement the public purpose of the Corporation) may not inure to the
benefit of any person or entity (except in reasonable amounts for services
rendered), other than the City.
The Corporation shall not participate in or intervene in (including
the publication or distribution of statements) any political campaign on
behalf of or in opposition to any candidate for public office.
ARTICLE XII
Subject to any valid liens, charges or encumbrances and the prior
rights of the holders of any obligation of the Corporation and any
creditors of the Corporation, in the event of dissolution of the
Corporation, at any time or for any reason, title to all of the funds,
properties and assets of the Corporation shall vest automatically in the
City.
IN WITNESS WHEREOF, we have hereunto set our hands this day of
August, 1982.
Luther Jones
Jack K. Dumphy
Clifford L. Zarsky
Dr. Charles W. Kennedy
THE STATE OF TEXAS §
COUNTY OF NUECES §
I, John D. Bell, a notary public, do hereby certify that on this
day of August, 1982, personally appeared before me:
Luther Jones
Jack K. Dumphy
Clifford L. Zarsky
Dr. Charles W. Kennedy
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, State of Texas
My Commission Expires: 4-3-85
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CORPUS CHRISTI HEALTH FACILITIES DEVELOPMENT CORPORATION
BYLAWS
ARTICLE I - OFFICERS
Section 1.01. The principal office of the corporation shall be in the
City of Corpus Christi, County of Nueces, State of Texas.
ARTICLE II - DIRECTORS
Section 2.01. The number of Directors which shall constitute the
whole Board shall be seven. The initial Directors shall serve for a period
coterminous with the terms of City Council members at the time of adoption
of these bylaws. The successor Directors shall be elected for terms
approximately coterminous with the terms of City Council members. Any
director may succeed himself.
Section 2.02. The property and business of the corporation shall be
managed by the Board of Directors which may exercise all powers of the
corporation and do all lawful acts.
Section 2.03. The annual meeting of the Board of Directors shall be
held at the principal office of the corporation on the second Wednesday of
April of each year, if not a legal holiday, and if a legal holiday, then at
the next business day, at 2:00 p.m., or at such time and place as shall be
fixed by the consent in writing of all of the Directors. All other
meetings may be held at the place selected by the Board either within or
without the State of Texas.
Section 2.04. Regular meetings, other than the annual meeting, may be
held at such time as shall be determined by the Board.
Section 2.05. Special meetings of the Board may be called by the
President on three daysnotice to each Director, either personally or by
mail or by telegram; special meetings shall be called by the President or
Secretary in like manner on like notices on the written request of two
Directors.
Section 2.06. At all meetings of the Board the presence of a majority
of the Directors shall be necessary and sufficient to constitute a quorum
for the transaction of business and the act of a majority of the Directors
present at any meetings at which there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically provided by
these bylaws. If a quorum shall not be present at any meeting of the
Directors, the Directors present thereat may recess the meeting from time
to time, without notice other than announcement at the meeting, until a
quorum shall be present.
Section 2.07. A meeting of the Directors can be held at any time
without notice upon the execution by all Directors, of a written waiver of
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notice, and likewise may be held without notice when all of the Directors
.
are present at the meeting.
Committees of Directors
Section 2.08. The Board of Directors may, by resolution or
resolutions adopted by a majority of the whole Board, establish one or more
committees, each committee to consist of two or more of the Directors of
the corporation, which to the extent permitted by law and if so provided in
said resolution or resolutions, when the Board is not in session, shall
have and exercise the powers of the Board of Directors in the management of
the business and affairs of the corporation, and may have power to
authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.
Section 2.09. The committees shall keep regular minutes of their
proceedings and report the same to the Board when required.
Section 2.10. Directors, as such, shall not receive any compensation
for their services, but, by resolution of the Board a reimbursement of
expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board. Members of special or standing
committees may be allowed like reimbursement for attending committee
meetings.
ARTICLE III - NOTICES
Section 3.01. Whenever, under the provisions of the statutes or these
bylaws, notice is required to be given to any Director, it shall not be
construed to mean personal notice, but such notice may be given in writing,
by mail, addressed to such Director at such address as appears on the books
of the corporation, and such notice shall be deemed to be given at the time
when the same shall be thus mailed.
Section 3.02. Whenever any notice is required to be given under the
provisions of the statutes or of these bylaws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.
' ARTICLE IV - OFFICERS
Section 4.01. The officers of the corporation shall be chosen -by the
Board of Directors. The Board of Directors shall choose from its members a
President and a Vice President. The Board of Directors shall also choose a
Secretary and a Treasurer who may or may not be members of the Board of
Directors. The Board of Directors shall, by majority vote of all members,
designate a General Manager of the corporation. The General Manager shall
not be a member of the Board of Directors, but shall serve at the pleasure
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of the Board of Directors, and shall be under their supervision. Any two
or more offices may be held by the same person, except the offices of
President, Secretary, and General Manager.
Section 4.02. The Board of Directors shall choose such officers at
its first meeting and at each annual meeting thereafter.
Section 4.03. The officers of the corporation chosen pursuant to
Section 4.02 shall serve until the next annual meeting of the Board of
Directors or until their successors are chosen and qualify in their stead.
Section 4.04. The Board may appoint such other officers and agents as
it shall deem necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.
Section 4.05. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a majority
of the whole Board of Directors. If the office of any officer becomes
vacant for any reason, the vacancy shall be filled by the Board of
Directors.
The President
Section 4.06. The President shall preside at all "meetings of the
Directors. .
_ -
Section 4.07. The President shall be ex officio a member of all
standing committees, shall have general supervision of the management of
the business of the corporation, and shall see that all orders and
resolutions of the Board are carried into effect.
Section 4.08. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required for permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to some other officer or agent of the
corporation.
Vice President
Section 4.09. The Vice President shall, in the absence or disability
of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as the Board of Directors
shall prescribe.
The Secretary
Section 4.10; The Secretary shall attend all sessions of the Board
and record all votes and the minutes of all proceedings in a book to be
kept for that purpose and shall perform like duties for the standing
committees when required. . He shall give, or cause to be given, notice of
all special meetings of the Board of Directors and shall perform such other
duties as may be prescribed by the Board of Directors under whose
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supervision he shall be. He shall keep in safe custody the seal of the
corporation and, when authorized by the Board, affix the same to any
instrument requiring it, and when so affixed, it shall be attested by his
signature. And when the corporate seal is required as to instruments
executed in the course or ordinary business he shall attest to the
signature of the President or Vice President and shall affix the seal
thereto.
The Treasurer
Section 4.11. The Treasurer shall have the custody of the corporate
funds and the securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit
of the corporation in a depository as shall be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the President and Directors, at the regular meetings of the
Board, or whenever they may require it, an account of all his transactions
as Treasurer and of the financial condition of the corporation. The Board
of Directors may appoint an Assistant Treasurer to assist the Treasurer and
who, in the absence or inability of the Treasurer to serve, shall perform
the duties of the Treasurer.
The General Manager
_ Section 4.12. The General Manager shall oversee and be responsible
- for the overall management and administration of the corporation.
Section 4.13. The Board of Directors may require the President, Vice
President, the Secretary and the Treasurer to give the corporation bonds on
such sums and with such surety or sureties as shall be satisfactory to the
Board for the faithful performance of the duties of their office and for
the restoration to the corporation, in case of death, resignation,
retirement or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in their possession or under their
control belonging to the corporation.
ARTICLE V,- FISCAL PROVISIONS
Section 5.01. The Board of Directors shall have prepared for each
annual meeting a full and clear statement of the business and condition of
the corporation.
Checks
Section 5.02. All checks or demands for money and notes of the
corporation shall be signed by and any two of the following: the President,
the Vice President, tHe Secretary, the Treasurer, the Assistant Treasurer,
the General Manager, or such other person or persons as the Board of
Directors may from time to time designate.
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Fiscal Year
Section 5.03. The fiscal year shall be determined by resolution of
the Board of Directors.
ARTICLE VI - SEAL
Section 6.01. The corporate seal shall be circular and shall have
inscribed in the outer circle the name of the corporation, and shall have
inscribed in the inner circle the letters "T E X A S" and a five -pointed
star. Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. The imprint of this seal
thus authorized is affixed opposite to.this section.
ARTICLE VII - AMENDMENTS
Section 7.01. These bylaws may be altered, changed or amended at any
meeting of the Board of Directors at which a quorum is present, provided
notice of the proposed alteration, change or amendment be contained in the
notice of such meeting, by the affirmative vote of a majority of the
Directors at such meeting and present thereat, subject to approval by the
City Council.
ARTICLE VIII - APPROVAL OF OBLIGATIONS
Section 8.01. No obligations shall be issued by the Corporation
unless, at least fourteen (14) days prior to said issuance, the Board of
Directors shall cause to be filed with the City Council, in writing, a full
and complete description of the health facility the cost of which is
proposed to be paid in whole or in part from the proceeds of such
obligations, including an explanation of the projected cost of and the
necessity for such proposed health facility and the name of the proposed
user of such health facility.
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Corpus Christi, Texas
"day of
, 1982
TO THE MEMBERS OF THE CITY COUNCIL
Corpus Christi, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance or resolution,
an emergency exists requiring suspension of the Charter rule as to consideration and voting
upon ordinances or resolutions at three regular meetings; 1/we, therefore, request that you
suspend said Charter rule and pass this ordinance or resolution finally on the date it is
introduced, or at the present meeting of the City Council.
Respectfully,.
Council Members
Respectfully,
THE CITY OF CORPUS CHRISTI, TEXAS
The above ordinance was passed by the following
Luther Jones
Betty N. Turner
Jack K. Dumphy
Bob Gulley
Herbert L. Hawkins, Jr.
Dr. Charles W. Kennedy
Cliff Zarsky
vote:
1.71_93