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Home My WebLink About024207 RES - 09/12/2000RESOLUTION FINDING THAT IT IS ADVISABLE THAT THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION BE CREATED PURSUANT TO SECTION 4A OF THE DEVELOPMENT CORPORATION ACT OF 1979, APPROVING ARTICLES OF INCORPORATION FOR THE CORPORATION, AND SPECIFYING THE PUBLIC PURPOSES WHICH THE CORPORATION MAY FURTHER ON BEHALF OF THE CITY OF CORPUS CHRISTI WHEREAS, it is proposed to create the Corpus Christi Business and Job Development Corporation (the "Corporation") pursuant to Section 4A of the Development Corporation Act of 1979 (the "Act") to act on behalf of the City of Corpus Christi, Texas (the "City"); and WttEREAS, proposed Articles of Incorporation to be used in organizing the Corporation, a true copy of which articles are attached hereto as Exhibit 1 and incorporated herein, have been developed in accordance with the Act. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Council finds and determines that it is advisable that the Corpus Christi Business and Job Development Corporation be authorized and created under Section 4A of the Act and approves the Articles of Incorporation as set forth in Exhibit 1, which exhibit is made part of this Resolution for all purposes. SECTION 2. The public purposes of the City which the Corporation may further on behalf of the City shall be those specified in Article Four of said Articles of Incorporation, which purposes are found to be public purposes authorized by Section 4A of the Act. ATTEST: City Secretary Mayor, The City of Corpus Christi APPROVED THIS THE [)- DAY OF ~{'b,~.--, 2000: James R. Bray, Jr., City Attorney 0JRB0502.018 02,1207 ARTICLES OF INCORPORATION OF CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION THE STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age, and each of whom is a qualified elector of the City of the City of Corpus Christi, Texas (the City ), which is a duly established City under the Texas Constitution, acting as incorporators of a public insmentality and nonprofit development corporation (the "Corporation") under the "Development Corporation Act of 1979", as amended, do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE ONE NAME The name of the Corporation is "Corpus Christi Business and Job Development Corporation." ARTICLE TWO AUTHORIZATION The Corporation is a nonprofit corporation under the Texas Non-Profit Corporation Act, Article 1396-1.01, et seq., Tex. Rev. Civ. Stats. Ann., as amended (the "Non-Profit Act"), and a corporation under the Development Corporation Act of 1979, Article 5190.6 Tex. Rev. Civ. Stats. Ann. (the "Act"), and shall be governed by Section 4A of said Act, as now existing or as may be amended. ARTICLE THREE DURATION The period of duration of the Corporation shall be the same as the period of the sales tax approved by the voters of Corpus Christi. 4A CORP ARTICLES.DOC EXHIBIT "1" ARTICLE FOUR PURPOSE AND LIMITATIONS The Corporation is organized exclusively for the purposes ofbene~ting and accomplishing public purposes of, and to act on behalf of, the City, to undertake, maintain and finance projects authorized through Propositions 4, 5, and 6 on the election ballot for November 7, 2000 as described in Section 7 of the City s Ordinance No. 024121 (July 25, 2000), as amended, if and as approved by the voters of Corpus Christi on November 7, 2000. Monies maintained in the separate fund for Proposition No. 6 shall be expended only to attract and secure facilities and employers who contractually agree: 1) to add new facilities or expand existing facilities in Corpus Christi or any industrial district of the City of Corpus Christi, and 2) to permanently hire or maintain employees in Corpus Christi or any industrial district of the City of Corpus Christi. Criteria shall be developed by the Corporation, subject to approval of the Corpus Christi City Council, to assure that employers assisted with said fimds meet said requirements for facilities and employees, and such criteria shall include provision for repayment of incentives and/or economic sanctions for failure to meet the criteria. Further, monies maintained in the separate fund for Proposition No. 6 shall never be used for projects associated with the dredging of Packery Channel or for the projects proposed to be authorized in Propositions 4 and 5 of Section 7 of Ordinance No. 024121. With respect to said projects as may be approved by the voters, the corporation shall have all the powers of a corporation under Section 4A of the Act, and all actions of the Corporation relating to projects and its activities in general shall be taken in accordance with the provisions of the Act. ARTICLE FIVE NO MEMBERS; NONSTOCK CORPORATION The Corporation has no members and is a nonstock corporation. ARTICLE SIX SALES TAX Upon receipt from the City of the proceeds of the sales and use tax imposed under Section 4A of the Act, the Corporation may use the proceeds as permitted hereby and by the Act as now existing or as may be amended. ARTICLE SEVEN AMENDMENT These Articles of Incorporation may be amended in accordance with the requirements of the Act. ARTICLE EIGHT REGISTERED ADDRESS/AGENT The address of the initial registered office of the Corporation is Corpus Christi Development Corporation, City Hall, Corpus Christi, Texas 78401-2825 and the name of its initial registered agent at such address is Armando Chapa, City Secretary, City of Corpus Christi, or his Successor. 4A CORP ARTICLES.DOC 2 ARTICLE NINE BOARD OF DIRECTORS (a) The affairs of the Corporation shall be managed by a board of directors which shall be composed of five persons appointed by the City Council of the City. The term of two of the initial members of the board of directors shall expire July 31, 2001, and the term of the remaining three members shall expire July 31, 2002. Thereafter, the term of the directors shall be two years, expiring on July 31 of each year. Directors may be appointed to succeed themselves. No Director may serve longer than six years consecutively, unless such service is required to complete an unexpired term. Each director must be a resident of the City. Co) The names and street addresses of the persons who are to serve as the initial directors and the dates of expiration of their initial terms as directors, are as follows: NAMES ADDRESSES Robert Broadway John M. Richards Rosalinda Sosa Bonilla Gloria D. Perez Sam J. Susser 13656 Teague Lane, Corpus Christi, TX 78410 14882 Highland Mist, Corpus Christi, TX 78418 #15 Hewit Drive, Corpus Christi, TX 78404 13933 Lighthouse Drive, Corpus Christi, TX 78418 3835 Ocean Drive, Corpus Christi, TX 78411 Each director is, and must be, a qualified elector of the City. Each director, including the initial directors, shall be eligible for reappointment. Each director shall serve until a successor is appointed. Directors are removable by the City Council at any time without cause. (c) The directors shall serve without compensation, but they may be reimbursed for their actual expenses incurred in the performance of their duties as directors. Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term. (d) The board of directors shall elect a president, vice-president, secretary and any other officers that the City Council considers necessary, to serve as executive officers of the Corporation, as more specifically provided in the Corporation's By-laws. The term of each officer's office shall expire on July 31 of each year. The City Manager shall serve as executive director of the Corporation and the City Secretary shall serve as assistant secretary, to provide administrative support services for the corporation. (e) The board shall conduct all meetings within the boundaries of the City. Meetings of the board of directors are subject to the Texas Open Meetings Act and the Texas Open Records Act. ARTICLE TEN INCORPORATORS The name and street address of each incorporator are: 4A CORP ARTICLES.DOC 3 NAlVlE ADDRESS David R. Garcia George K. Noe Jorge Garza City of Corpus Christi, City Hall, 1201 Leopard, Corpus Christi, Texas 78401-2825 City of Corpus Christi, City Hall, 1201 Leopard, Corpus Christi, Texas 78401-2825 City of Corpus Christi, City Hail, 1201 Leopard, Corpus Christi, Texas 78401-2825 ARTICLE ELEVEN CITY COUNCIL APPROVAL The City has specifically authorized the Corporation by Resolution (which is attached as Exhibit A and made part of these Articles for all purposes) to act on its behalf to further the public purposes stated in said Resolution and in these Articles of Incorporation, and the City has by said Resolution approved these Articles of Incorporation. ARTICLE TWELVE DIVIDENDS; PROHIBITED ACTIVITIES No dividends shall ever be paid by the Corporation, and no part of its net earnings (beyond that necessary for retirement of the indebtedness of the Corporation or to implement its public purposes) shall be distributed to or inure to the benefit of its directors or officers or any private person, tinn, corporation or association except in reasonable amounts for services rendered. Regardless of any other provisions of these Articles or the laws of the State of Texas, the Corporation shall not: (1) permit any part of the net earnings of the Corporation to inure to the benefit of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the Corporation affecting one or more of its purposes); (2) carry on propaganda, or otherwise attempt to influence legislation; (3) participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office; or (4) attempt to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drives. ARTICLE THIRTEEN REMEDY UPON DETERMINATION OF FOUNDATION STATUS If the Corporation is ever determined to be a private foundation within the meaning of Section 5.09(a) of the Internal Revenue Code of 1986, as amended (the "Code"), the Corporation: (1) (2) (3) (4) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code; shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code; shall not retain any excess business holdings as defined in Section 4943(c) of the Code; shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code; and 4 4A CORP ARTICLES.DOC (5) shall not make any taxable expenditures as defined in Section 4945(d) of the Code. ARTICLE FOURTEEN DISSOLUTION If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property or rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the City after satisfaction or provision for satisfaction of debts and claims. David R. Garcia George K. Noe Jorge Garza INCORPORATORS THE STATE OF TEXAS COUNTY OF NUECES I, the undersigned, a Notary Public, do hereby certify that on this day of , __ personally appeared David R. Garcia, George K. Noe, and Jorge Garza, who, each being by me fncst duly sworn, severally declared that they are the persons who signed the foregoing documents as incorporators, and that the statements therein contained are true. 1N WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year above written. Notary Public in and for The State of Texas Notary Name Typed or Printed My Commission Expires: 4A CORP ARTICLES.DOC Corpus Christi, Texas The above resolution was passed by the following vote: Samuel L. Neal, Jr. Javier D. Colmenero Melody Cooper Henry Garrett Dr. Arnold Gonzales Rex A. Kinnison Betty Jean Longoria John Longoria Mark Scott 2 0JRB0502.018 024207