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Home My WebLink About031343 RES - 01/23/2018 RESOLUTION FINDING THAT IT IS ADVISABLE THAT THE CORPUS CHRISTI B CORPORATION BE CREATED AS A TYPE B CORPORATION UNDER THE DEVELOPMENT CORPORATION ACT OF 1979 AND GOVERNED BY CHAPTERS 501 AND 505 OF THE TEXAS LOCAL GOVERNMENT CODE, APPROVING CERTIFICATE OF FORMATION 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 B Corporation (the "Corporation") as a Type B corporation under the Development Corporation Act of 1979, Chapters 501- 505 of the Texas Local Government Code (the "Act") to act on behalf of the City of Corpus Christi, Texas (the "City"); and WHEREAS, proposed Certificate of Formation to be used in organizing the Corporation, a true copy of which certificate is 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 B Corporation be authorized and created as a Type B corporation under the Act and governed by Chapters 501 and 505 of the Texas Local Government Code. SECTION 2. The City Council approves the Certificate of Formation as set forth in Exhibit 1, which exhibit is made part of this Resolution for all purposes. SECTION 3. The public purposes of the City which the Corporation may further on behalf of the City shall be those specified in Article IV of said Certificate of Formation, which purposes are found to be public purposes authorized by Chapters 501 and 505 of the Texas Local Government Code. ATTEST: THE CITY OF CORPUS CHRISTI UsZyV )44 Rebecca Huerta J cComb City Secretary I or 031343 INDEXED Corpus Chrri, Texas _al of Htha jpilaleAt, 20 ' � The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo 11 Michael Hunter K; Ai Debbie Lindsey-Opel A Ben Molina 1! 4 Lucy Rubio Greg Smith lII' Carolyn Vaughn I 031343 0 • • • CERTIFICATE OF FORMATION OF CORPUS CHRISTI B 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 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 Certificate of Formation. ARTICLE I: NAME The name of the Corporation is the Corpus Christi B Corporation. ARTICLE II: AUTHORIZATION The Corporation is a nonprofit corporation under the Texas Non-Profit Corporation Act (the "Non-Profit Act"), Chapter 22 of the Texas Business Organizations Code, and a Type B corporation under the Development Corporation Act of 1979,Chapters 501-505 of the Texas Local Government Code (the "Act"), and shall be governed by Chapter 505 and other applicable provisions of said Act, as now existing or as may be amended. ARTICLE III: DURATION The period of duration of the Corporation shall be until December 31, 2039. ARTICLE IV: PURPOSE AND LIMITATIONS The Corporation is organized exclusively for the purposes of benefiting and accomplishing the public purposes of and acting on behalf of the City to undertake,maintain, and finance projects authorized through Proposition 1 on the election ballot for November 8, 2016. Said Proposition 1 is described in Section 7 of the City's Ordinance No 030930 (August 16, 2016)and was approved by the voters of Corpus Christi on November 8, 2016. As authorized by the voters of the City, the Corporation may expend monies as follows: (a) 50%of the annual funds may be expended on the promotion and development of new and expanded business enterprises to the full extent allowed by Texas law; (b) up to $500,000 annually may be expended on affordable housing; and (c) the remainder of the annual funds may be expended for construction, maintenance, and repair of • arterial and collector streets and roads. With respect to said projects,the Corporation shall have all the powers of a corporation under Chapter 505 and other applicable provisions of the Act. All actions of the Corporation shall be taken in accordance with the provisions of the Act, with the advice and consent of the Corpus Christi City Council (the "City Council"). ARTICLE V: NO MEMBERS,NONSTOCK CORPORATION The Corporation has no members and is a nonstock corporation. ARTICLE VI: SALES TAX Upon receipt from the City of the proceeds of the sales and use tax imposed under Chapter 505 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 VII: AMENDMENT This Certificate of Formation may be amended in accordance with the requirements of the Act. ARTICLE VIII: REGISTERED ADDRESS/AGENT The address of the initial registered office of the Corporation is Corpus Christi B Corporation, City of Corpus Christi, 1201 Leopard Street, Corpus Christi Texas 78401. The name of its registered agent at such address is Rebecca Huerta, City Secretary, City of Corpus Christi. ARTICLE IX: BOARD OF DIRECTORS (a) The affairs of the Corporation shall be managed by a board of directors composed of seven persons appointed by the City Council.The term of four of the initial members of the board of directors shall expire July 31, 2018 and the term of the remaining three members shall expire July 31, 2019. 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. (b) Directors may also serve as Directors for the Corpus Christi Business and Job Development Corporation(the"CCBJDC"). If a Director serves on both the Corporation's board and the CCBJDC's board, the expiration of the Director's term on the Corporation's board shall coincide with the expiration of the his/her term on the board of the CCBJDC. (c) 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 Expiring July 31, 2018 Lee A. Trujillo 6102 Ayers, Ste. 106, Corpus Christi, TX 78415 Randy Maldonado 338 44th, Corpus Christi, TX 78405 Bart Braselton 5337 Yorktown, Ste. 10D, Corpus Christi, TX 78413 Leah Pagan Olivarri 3833 S. Staples, Ste. SI10, Corpus Christi, TX 78411 Expiring July 31, 2019 Scott Harris 500 N. Shoreline, Corpus Christi, TX 78401 Gabriel Guerra 4211 Ayers St., Corpus Christi, TX 78415 John Valls 615 N. Upper Broadway#616, Corpus Christi, TX 78401 Each director is and must be a qualified elector of the City and a resident 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. (d) 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. (e) 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, or designee, 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. (0 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 Public Information Act. (g) Pursuant to Texas Local Government Code §505.052(c),three of the directors must be persons who are not employees, officers, or members of the governing body of the City. ARTICLE X: ORGANIZERS The names and street addresses of the organizers are NAME ADDRESS Margie C. Rose City of Corpus Christi, City Hall 1201 Leopard, Corpus Christi, Texas 78401 • • Samuel Keith Selman City of Corpus Christi, City Hall 1201 Leopard, Corpus Christi,Texas 78401 Mark Van Vleck City of Corpus Christi, City Hall 1201 Leopard, Corpus Christi, Texas 78401 ARTICLE XI: CITY COUNCIL APPROVAL The City has specifically authorized the Corporation by Resolution No. 031343 to act on its behalf to further the public purposes stated in said Resolution and in this Certificate of Formation and the City has by said Resolution on January 23, 2018 approved this Certificate of Formation. ARTICLE XII: 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 this Certificate of Formation, 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 XIII: REMEDY UPON DETERMINATION OF FOUNDATION STATUS If the Corporation is ever determined to be a private foundation within the meaning of Section 509(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 XIV: TERMINATION Upon termination of the Corporation, the title to all funds and property owned by the Corporation shall be transferred to the City of Corpus Christi. v e - Margie C. Rose IL/all/1 / S muel Keith Sel a o/ ark Van Vleck STATE OF TEXAS § COUNTY OF NUECES § I, the undersigned, a Notary Public, do hereby certify that on this a(d day of -3-anurarlr , aolZ personally appeared Margie C. Rose, Samuel Keith Selman, and Mark Van Vleck, who, each being by me first duly sworn, severally declared that they are the persons who signed the forgoing documents as incorporators, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year above written. Notary Public, State of a as ZQUEZ J` NotaESTry 0 #2905734ER AI ^`I My Commission Expires 0 °,.�,�,a July 5.2018