HomeMy WebLinkAbout020189 RES - 02/02/1988A RESOLUTION
AUTHORIZING THE EXECUTION OF AN AGREEMENT BY THE CORPUS
CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION TO ISSUE BONDS
FOR TEX-AIR INVESTMENT CO.; PROVIDING FOR THE ISSUANCE OF
SUCH BONDS; THE ISSUANCE OF THE BONDS; AND THE FORM OF THE
BYLAWS.
WHEREAS, the Corpus Christi Industrial Development Corporation was
created under the auspices of the City of Corpus Christi, Texas; and
WHEREAS, it is deemed necessary and advisable that this resolution be
adopted.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS:
SECTION 1. That the "Loan Agreement" between Corpus Christi
Industrial Development Corporation and Tex -Air Investment Co., in substantially
the form and substance as attached to this resolution and made a part hereof for
all purposes, is hereby approved and Bonds in the principal amount of $7,680,000
may be issued for Tex -Air Investment Co., an Ohio General partnership, pursuant
thereto for the purpose of refinancing the cost of acquiring and constructing or
causing to be acquired and constructed the Project (as defined and described
therein) by refunding the outstanding amount of $8,000,000 Corpus Christi
Industrial Development Corporation Industrial Development Revenue Bonds (Tex -Air
Investment Co. Project) Series 1981.
SECTION 2. The "Resolution Authorizing the Issuance of Corpus Christi
Industrial Development Corporation Variable Series 1988 and the Execution of a
Trust Indenture (Tex -Air Investment Co. Project)" in substantially the form and
substance attached to this resolution and made a part hereof for all purposes,
is hereby specifically approved, and the Bonds may be issued as provided for
therein.
SECTION 3. The Bylaws of the Corporation, in the form attached
hereto, are hereby approved, ratified and confirmed pursuant to Article 5190.6,
Vernon's Annotated Texas Civil Statutes, for use by the Corporation.
ATTEST:
°ATCity Secretary MAYOR
APPROVED: )c‘ DAY OF ,76kti u ci,,.7 , 19 ca
HAL GEORGE, CITY ATTORNEY
By
As`�i't nt C Atto ` e
205HG072.res
THE CITY OF CORPUS CHRISTI, TEXAS
'189 MICROFILMS:-
CORPUS CHRISTI INDUSTRIAL 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 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 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. 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.
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99.066.01
Corpus Christi, Texas
02V` day of AbAL61)0A
The above resolution was passed by the following vote:
Betty N. Turner
David Berlanga, Sr.
Leo Guerrero
Cl i f Moss
Bill Pruet
Mary Rhodes
Frank Schwing, Jr.
Mary Pat Slavik
Linda Strong n 1 dd.
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