HomeMy WebLinkAbout18511 RES - 10/16/1984A RESOLUTION
AUTHORIZING THE CREATION OF COASTAL BEND HEALTH FACILITIES
DEVELOPMENT CORPORATION; CONTAINING OTHER PROVISIONS
RELATING TO THE SUBJECT; AND DECLARING AN EMERGENCY.
WHEREAS, as hereinafter recited, it has been proposed that "Coastal
Bend 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, 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, 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
"Coastal Bend 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 benefit of the
residents of the City and the citizens of'the State of Texas that "Coastal Bend
Health Facilities Development Corporation" (the "Corporation") should be created
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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 and 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 form of the proposed
Articles of Incorporation and Bylaws presented to this City Council by the
Incorporators are hereby approved; and the Incorporators are hereby authorized
and directed to file with the Secretary of State of the State of Texas one
original and two copies 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 days'
notice thereof by mail to each director named in the Articles of Incorporation,
which notice shall state the time and place of such organizational meeting.
SECTION 4. That, having given consideration to the qualifications of
Gabe Lozano, Sr., Jack Solka, Jacob Munoz, Don Hanks, Nancy Bowen, Carl Lewis,
Jo Sturm, Edward A. Martin and W. Thomas Utter 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, until April 1, 1986.
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 "Coastal Bend 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.
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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
health 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
Council members, 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
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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:
/Al 46v .411.
Ci y ecretary MAY
APPROVED: ta DAY OF OCTOBER, 1984
J. BRUCE AYCOCK, CITY ATTORNEY
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THE CflY OF CORPUS CHRISTI
ARTICLES OF INCORPORATION
OF
COASTAL BEND 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 COASTAL BEND 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.
ARTICLE V
The Corporation has no members and is a nonstock
corporation.
ARTICLE VI
The street address of the initial registered office of
the Corporation is 302 S. Shoreline Blvd., P. O. Box 9277,
Corpus Christi, Texas 78469, and the name of its initial
registered agent at such address is Edward A. Martin.
ARTICLE VII
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 nine (9), and the names,
addresses and terms of office of the persons who are to serve
as the initial directors are:
Name Address
Gabe Lozano, Sr.
Jack Solka
Jacob Munoz
Don Hanks
Nancy Bowen
Carl Lewis
Jo Sturm
Edward A. Martin
4842 Dodd
Corpus Christi, TX 78415
4707 Everhart Rd.
Corpus Christi, TX 78411
2634 Gollihar
Corpus Christi, TX 78415
324 Pasadena Place
Corpus Christi, TX 78411
453 Bermuda
Corpus Christi, TX 78411
P. 0. Box 276
Corpus Christi, TX 78401
First City Bank of C.C.
615 Upper N. Broadway
Corpus Christi, TX 78401
302 S. Shoreline
Corpus Christi, TX 78401
W. Thomas Utter 302 S. Shoreline
Corpus Christi, TX 78401
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 VIII
The names and street addresses of each incorporator are:
Name Address
Joe A. McComb 5142 Richter
Corpus Christi, TX 78415
Leo Guerrero 302 S. Shoreline
Corpus Christi, TX 78401
Luther Jones 725 Brock
Corpus Christi, TX 78411
Frank Mendez 302 S. Shoreline
Corpus Christi, TX 78401
ARTICLE IX
The City of Corpus Christi whose address is 302 S.
Shoreline, P. 0. Box 9277, Corpus Christi, Texas 78469, has by
resolution of the City Council specifically approved the form
of these Articles of Incorporation and authorized the
Corporation to act on its behalf to further the public
purposes set forth herein and in the Act.
ARTICLE X
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 XI
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
J day of October, 1984.
THE STATE OF TEXAS §
COUNTY OF NUECES §
I, John D. Bell. , a notary public, do hereby
certify that on this /L-/7...day of October, 1984, personally
appeared before me:
Joe A. McComb
Leo Guerrero
Luther Jones
Frank Mendez
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.
tTa y Public, State of Texas
4 CttA} ate.. D ELL.
My Commission Expires:
! " 3 -&�s�
COASTAL BEND 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 nine. The initial Directors shall serve until April 1,
1986, and successor Directors shall be appointed by the City Council for
two-year terms. Any Director may succeed himself. One member of the Board of
Directors shall be the City Manager of the City, and one member of the Board
shall be the Assistant City Manager for Urban Development of the City.
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 days' notice 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.
The City Manager of the City, as a Director of the corporation, may vote in
person or by proxy executed in writing by him. 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
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. Any two or more offices may be held by the same person, except the
offices of President and Secretary.
Section 4.02. The Board of Directors shall choose such officers at
its first meeting and at each annual meeting thereafter.
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- 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.
Directors.
The President
Section 4.06. The President shall preside at all meetings of the
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 or 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 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.
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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.
Section 4.12. 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.
Section 5.02. All checks or demands for money and notes of the
corporation shall be signed by any two of the following: the President, the
Vice President, the Secretary, the Treasurer, the Assistant Treasurer, or such
other person or persons as the Board of Directors may from time to time
designate.
Fiscal Year
Section 5.03. The fiscal year shall be determined by resolution of
the Board of Directors.
Section 5.04. Directors and officers of the corporation shall never
be personally liable for the debts, liabilities or obligations of the
corporation, and the corporation shall indemnify and save harmless each present
and former Director and officer against all claims, liabilities, losses and
expenses in connection with any cause of action or claim asserted against him or
her arising from or in connection with his or her official position with the
corporation.
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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 "TEXAS" 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 - NOTICE TO CITY FOR 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
/G It day of (UP.�.p-6t r v , 198
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; I/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,
MAYOR
THE CITY OF CORPUS CHRISTI, TEXAS
The above ordinance was passed y the following vote:
Luther Jones
Betty N. Turner
David Berlanga, Sr.
Welder Brown
Leo Guerrero
Dr. Charles W. Kennedy
Joe McComb
Frank Mendez
Mary Pat Slavik
18511