HomeMy WebLinkAbout030326 RES - 11/11/2014 RESOLUTION FINDING THAT IT IS ADVISABLE THAT THE CORPUS CHRISTI
BUSINESS AND JOB DEVELOPMENT CORPORATION ARTICLES OF
INCORPORATION BE RESTATED AND AMENDED; AUTHORIZING ADOPTION OF
THE RESTATED AND AMENDED ARTICLES; APPROVING THE FORM OF THE
RESTATED AND AMENDED ARTICLES
WHEREAS, on September 26, 2000, the City Council approved the original articles of
incorporation for the Corpus Christi Business and Job Development Corporation, a Type A
Corporation("the Corporation") for the expenditure of sales tax money approved by the voters of
the City of Corpus Christi on the city seawall and the local civic arena;
WHEREAS, in 2002 the voters of the City additionally approved a sales tax funding
jobs,job training,business development, affordable housing, and a baseball stadium;
WHEREAS, the articles of incorporation for the Corporation need to be amended to
accurately state these additional allowed uses and should also be restated to comply with the
present laws regarding business organizations;
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI THAT:
SECTION 1. The City Council of the City of Corpus Christi finds that it is advisable for
the reasons stated above for the Corporation to adopt the Restated and Amended Articles of
Incorporation, attached to this Resolution as Attachment"A" and incorporated to this Resolution
for all purposes;
SECTION 2. The City Council authorizes the Corporation to adopt the Restated and
Amended Articles and file them with the Texas Secretary of State;
SECTION 3. The City Council approved the form of the Restated and Amended
Articles.
Date: November 11, 2014
Attest:
►' •_t
'ebecca Huerta, City Secretary NELDA MART Z, MAYOR
CITY OF CORPUS CHRISTI
030326
INDEXED
Corpus Christi, Texas
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The above resolution was passed by the following vote:
Nelda Martinez
Kelley Allen
Rudy Garza A..*__
Priscilla Leal 0)() .eAkk
David Loeb
Chad Magill 0_1).
Colleen McIntyre _a4.:L ___
Lillian Riojas
Mark Scott _a.Lk_
Q30326
Each additional amendment herein conforms to the appropriate subtitle in the Act. This
restatement is an accurate copy of the original articles of incorporation (certificate of
formation),all amendments that are in effect, and all additional amendments made herein.
This restatement and amendment does not contain any other change to the articles of
incorporation (certificate of formation).
RESTATED AND AMENDED ARTICLES OF INCORPORATION (NOW KNOWN AS
CERTIFICATE OF FORMATION UNDER THE BUSINESS ORGANIZATIONS CODE)
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 instrumentality 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 the Corpus Christi Business and Job Development
Corporation.
ARTICLE TWO
AUTHORIZATION
The Corporation is a nonprofit corporation under the Texas Business Organizations Code
Profit Act)and a corporation under the Development Corporation Act of 1979,Article 5190 6 Tex
Rev-Gm-Stets-Ann-Sections 501-505 of the Texas Local Government Code (the Act) and shall be
governed by Sections 501 and 50444 of said Act as now existing or as may be amended.
ARTICLE THREE
DURATION
The period of duration of the Corporation shall be until December 31, 2026.
ARTICLE FOUR
PURPOSE AND LIMITATIONS
The Corporation is organized exclusively for the purposes of benefiting 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 m 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 funds 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. As
authorized by the voters of Corpus Christi on November 5,2002,the Corporation may also expend
money on (a) the promotion and development of new and expanded business enterprises for(1)
Education and Skills Development; (2) Business Development/Incubation; and (3) Jobs; (b)
construction, operation, and maintenance of a Baseball Stadium in the Arena/Convention
Center/Port Area; and(c) $500,000 annually for affordable housing. With respect to said projects
as may be approved by the voters the corporation shall have all the powers of a corporation under
Sections 501 and 5044A 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 Sections
501 and 5044A 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 Business
and Job Development Corporation, City of Corpus Christi, P.O. Box 9277 Hall Corpus Christi
Texas 78469W-927728-2S and the name of its-ill registered agent at such address is Rebecca
HuertaAnnande-Ghapa City Secretary City of Corpus Christi.
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.
(b) 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 13656 Teague Lane Corpus Christi TX 78410
John M Richards 14882 Highland Mist Corpus Christi TX 78418
Rosalinda Sosa Bonilla #15 Hewit Drive Corpus Christi TX 78404
Gloria D Perez 13933 Lighthouse Drive Corpus Christi TX 78418
Sam J Susser 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 Bylaws. 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
NAME ADDRESS
David R. Garcia City of Corpus Christi City Hall
1201 Leopard Corpus Christi Texas 78401 2825
George K. Noe City of Corpus Christi City Hall
1201 Leopard Corpus Christi Texas 78401 2825
Jorge Garza City of Corpus Christi City Hall
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 on approved these Restated and Amended 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 firm 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) 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;
2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code;
3) shall not retain any excess business holdings as defined in Section 4943(c) of the Code;
4) shall not make any investments in such manner as to subject it to tax under Section 4944 of
the Code; and
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 land 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.
/
APPROVED lzhh.: d., : ,, � , 201
Presiden ✓orpus Christi and Job Development Corporation
fa ja jax....c.x., / ,,j1...4...._e__.4..c.)
Attest: Rebecca Huerta, Assistant Secretary
STATE OF TEXAS §
§
COUNTY OF NUECES §
Rvf ,Ofirtj idt), personally appeared before me, and being first duly sworn declared that
he/she signed this application in the capacity designated, if any, and further states that he/she has
7
read the above application and the statements therein contained are t
Adoptr-
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^^ ^^ ^'�^^ Notary,'ic, State of Texas
< .••• .i. B'°; PAUL PIERCE >
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Notary Public
< t R( ` I. ! STATE OF TEXAS
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