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HomeMy WebLinkAbout028272 RES - 08/18/2009RESOLUTION APPROVING CREATION OF THE COASTAL BEND CULTURAL EDUCATION FACILITIES FINANCE CORPORATION; APPROVING THE ARTICLES OF INCORPORATION AND BYLAWS; APPOINTING THE INITIAL DIRECTORS; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, the Cultural Education Facilities Finance Corporation Act, Article 1528m, Vernon's Annotated Texas Civil Statutes (the "Act"), authorizes the creation and organization of public nonprofit cultural education facilities corporations to act as duly constituted authorities and instrumentalities of cities and counties to provide and finance cultural education facilities for the exhibition and promotion of and education about the performing, dramatic, visual and literary arts, natural history and science for the public purpose of promoting the health, education and welfare of the citizens of the State of Texas; and WHEREAS, the Act authorizes such public nonprofit health facilities development corporations to issue revenue bonds and notes and to utilize the proceeds from the sale of such obligations to pay all or a part of the cost of, or to make a loan in the amount of all or a part of the cost of, a cultural facility, as such terms are defined in the Act; and WHEREAS, in order to promote and carry out the public purposes set forth in the Act, the City Council (the "Governing Body") of the City of Corpus Christi, Texas (the "City"), has determined to approve the creation of a public nonprofit corporation under the Act to be designated and known as the Coastal Bend Cultural Education Facilities Finance Corporation (the "Corporation"); to approve the proposed Articles of Incorporation and Bylaws of the Corporation; to appoint certain persons as members of the initial Board of Directors of the Corporation; and to take certain related actions set forth more fully hereinafter; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: Section 1. The Governing Body of the City hereby finds, determines, recites and declares that it is in the public interest and to the benefit of the City's residents and the citizens of the State of Texas that the Corporation be created to accomplish the public purposes stated in the Act; that the creation and organization of the Corporation under the Act as a duly constituted authority and instrumentality of the City is hereby approved and that the Corporation is hereby authorized to act on behalf of the City for the limited and purely public purposes of acquiring, constructing, providing, improving, financing and refinancing cultural facilities as provided in the Act. Section 2. The Governing Body of the City hereby approves the Articles of Incorporation of the Corporation in substantially the form attached hereto as Exhibit A, and authorizes the incorporators of the Corporation to file such Articles of Incorporation with the Secretary of State of the State of Texas in the manner provided in the Act; and the Governing Body of the City hereby approves the initial Bylaws of the Corporation in substantially the form 1 0)282'72 attached hereto as Exhibit B, and authorizes and directs the Board of Directors to adopt and utilize such Bylaws. Section 3. The Governing Body of the City hereby appoints the following persons (each of whom is at least eighteen (18) years of age), to serve as the members of the initial Board of Directors of the Corporation: Dan Winship Judy Telge Jack Solka Annie Jean Castro Curtis A. Rock Erika Escobedo-Benson Dr. Richard Davis `Angel R. Escobar Cindy O'Brien Section 4. The Governing Body of the City hereby finds, determines, recites and declares that the creation and organization of the Corporation will serve a valid public purposes stated in the Act within the City and within the State of Texas. Section 5. The Governing Body of the City hereby finds, determines, recites and declares that, notwithstanding that the Corporation shall be a duly constituted authority of the City, it is not intended to be nor shall it ever be deemed to be a political subdivision or municipal or political corporation of the State of Texas within the meaning of any Constitutional or statutory provision, including without limitation, Article III, Section 52 and Article XI, Section 3 of the Texas Constitution. Section 6. The Governing Body of the City hereby finds, determines, recites and declares that the obligations of the Corporation shall not be deemed an indebtedness, liability, general, special or moral obligation or pledge or loan of the faith or credit or taxing power of the State of Texas, the City or any other political subdivision or governmental unit, nor shall such obligations constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction, or an agreement, obligation or indebtedness of the City or the State of Texas within the meaning of any constitutional or statutory provision whatsoever. Section 7. The Governing Body of the City hereby finds, determines, recites and declares that it is the purpose, intent and desire of the City in approving the creation of the Corporation and its Articles of Incorporation and Bylaws, that such actions comply with the requirements of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and Internal Revenue Service rulings promulgated thereunder, including, without limitation, Section 1.103-1 of the Treasury Regulations and the rulings issued pursuant thereto, to the end that the Corporation shall be deemed to be a duly constituted authority acting on behalf of the City pursuant to the Act and that any bonds or notes issued by the Corporation shall be considered issued on behalf of the City by a duly constituted authority of the City empowered to issue such bonds or notes. 2 Section S. The Governing Body of the City has considered evidence of the posting of notice of this meeting and officially finds, determines, recites and declares that a sufficient written notice of the date, place, and hour of this meeting and of the subject of this resolution was posted for at least seventy-two (72) hours before this meeting was convened; that such notice was posted on a bulletin board located at a place convenient to the general public as required by law; that such place was readily accessible to the general public at all times from the time of each such posting until this meeting was convened; and that this meeting has been open to the public at all times during which this resolution and the subject matter thereof has been discussed, considered and formally acted upon; all as required by the Open Meetings Act, Chapter 551 of the Texas Government Code, as amended. The Governing Body of the City further ratifies, approves and confirms such written notice and the contents and posting thereof. PASSED AND APPROVED this 1 ay of ATTEST: Armando Chapa City Secretary , 2009. THE CITY OF CORPUS CHRISTI APPROVED AS TO FORM: 11th day of August, 2009 R. Jning First Assistant City Attorney For City Attorney 3 Corpus Christi, Texas day of A/iC St- , 2009. The above Resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla Leal John E. Marez Nelda Martinez Mark Scott V OL8272 4 EXHIBIT A ARTICLES OF INCORPORATION OF COASTAL BEND CULTURAL EDUCATION FACILITIES FINANCE CORPORATION We, the undersigned natural persons, each of whom is at least eighteen (18) years of age and a resident of the City of Corpus Christi, Texas (the "City") acting as incorporators of a corporation under the Cultural Education Facilities Finance Corporation Act, Article 1528m, Vernon's Annotated Texas Civil Statutes, as amended (the "Act"), do hereby adopt the following Articles of Incorporation for such Corporation: Section 1. The name of the Corporation is Coastal Bend Cultural Education Facilities Finance Corporation. Section 2. The Corporation is a nonprofit public corporation. Section 3. The duration of the Corporation shall be perpetual. Section 4. The Corporation is organized for the sole purpose of acquiring, constructing, providing, improving, and financing cultural facilities for the public purposes stated in Article 1528m of the Act. Pursuant to Section 4(b) of the Act, the Corporation is being created and organized in the same manner, and has the same powers, authority and rights: (1) with respect to cultural facilities and health facilities that a health facilities development corporation has with respect to health facilities under Chapter 221, Texas Health and Safety Code; and (2) with respect to educational facilities, housing facilities, and other facilities incidental, subordinate or related to those facilities that a nonprofit corporation created under Section 53.35(b), Texas Education Code, or an authority created under Section 53.11, Texas Education Code, has under Chapter 53, Texas Education Code. Accordingly, the purpose of the Corporation is also to acquire, construct, provide, improve, finance and refinance health facilities to assist the maintenance of the public health. 1 Section 5. The Corporation has no members and is a nonstock corporation. Section 6. a. The Corporation shall have and possess all powers conferred by the laws of the State of Texas on public nonprofit corporations created under the Act. b. All powers of the Corporation shall be vested in a Board of Directors, each of whom shall be appointed by the City Council (the "Governing Body") of the City. Each initial director named in Article VIII hereof and each subsequent director shall serve for a term of two (2) years or until his or her successor is appointed by the Governing Body of the City; provided, however, that any director may be removed from office at any time, for cause or at will, by written order of the Governing Body of the City. c. These Articles of Incorporation may be amended at any time and from time to time by the Board of Directors with the approval of the Governing Body of the City, or by written order of the Governing Body of the City, in its sole discretion, subject, however, to limitations on the impairment of contracts entered into by the Corporation, all under and in accordance with the Act. d. All other matters pertaining to the internal affairs of the Corporation shall be governed by the bylaws of the Corporation approved by the Governing Body of the City, so long as such bylaws are not inconsistent with these Articles of Incorporation, the Act, or any other law of the State of Texas. Section 7. The street address of the initial registered office of the Corporation is 1201 Leopard Street, Corpus Christi, Texas 78401, and the name of its initial registered agent at such address is Armando Chapa. Section 8. The number of directors constituting the initial Board of Directors of the Corporation is nine (9). The names and addresses of the members of the initial Board of Directors are: NAME ADDRESS Dan Winship Judy Telge Jack Solka 13509 Queen Johanna Corpus Christi, TX 78418 316 Paimero Corpus Christi, TX 78404 6262 Weber, Suite 310 2 Corpus Christi, TX 78413 Annie Jean Castro 5337 Inverness Corpus Christi, TX 78413 Curtis A. Rock 6817 Leopard Street Corpus Christi, TX 78409 Erika Escobedo-Benson 5333 Yorktown Blvd., Suite B Corpus Christi, Texas 78413 Dr. Richard Davis 349 Wilshire Place Corpus Christi, TX 78411 `Angel R. Escobar P.D. Box 9277 Corpus Christi, TX 78469 Cindy O'Brien P.D. Box 9277 Corpus Christi, TX 78469 Section 9. The names and street addresses of the incorporators are: NAME ADDRESS Dan Winship Judy Telge Jack Solka 13509 Queen Johanna Corpus Christi, TX 78418 316 Palmero Corpus Christi, TX 78404 6262 Weber, Suite 310 Corpus Christi, TX 78413 Section 10. The name of the Corporation's sponsoring entity is the City of Corpus Christi, Texas. The address of the Corporation's sponsoring entity is 1201 Leopard Street, Corpus Christi, Texas 78401. The City Council of the City of Corpus Christi, by resolution adopted August 18, 2009, has specifically authorized the Corporation to act on its behalf to further the public purpose set forth herein, and has approved these Articles of Incorporation. 3 IN WITNESS WHEREOF, we have hereunto set our hands as of day of , 2009. Dan Winship Judy Telge Jack Solka THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged on , 2009, by Dan Winship. Notary Public, State of Texas (SEAL) THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged on , 2009, by Judy Telge. Notary Public, State of Texas (SEAL) THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged on , 2009, by Jack Solka. (SEAL) 4 Notary Public, State of Texas EXHIBIT B COASTAL BEND CULTURAL EDUCATION FACILITIES FINANCE 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 July 1, 2011, 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 an Assistant City Manager of the City designated by the City Manager. 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 Thursday of April of each year, if not a legal holiday, and if a legal holiday, then at the next business day, at 11:00 a.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. 5 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. 6 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 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. 7 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 and 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 from August 1 to July 31 each year. 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. S 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. 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. 9