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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 ! -1- sEp "4 8 190 Rikeitaktil° /71.93 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, • 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 • 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 -1- 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 -2- 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 -3- • 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. -4- • 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. -5- 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