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EDC Resolution 2024-01 Amending Articles of Incorportation TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. EDC 2024-01 A RESOLUTION OF THE TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION AMENDING THE ARTICLES OF INCORPORATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Trophy Club Economic Development Corporation ("Corporation") is a Texas non-profit corporation operating under the Development Corporation Act, codified in Subtitle C1 of Title 12 of the Texas Local Government Code, Chapters 501 through 505 (the "Act"), the Texas Business Organizations Code, as amended, and other applicable laws; and WHEREAS, the Corporation promotes economic development within the Town of Trophy Club (the "Town") to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for and on behalf of the Town by developing, implementing, providing, and financing projects under the Act; and WHEREAS, the Corporation desires to amend the Articles of Incorporation to address amendments to the Develop Corporation Act since their adoption; and WHEREAS, the amendments to the Articles of Incorporation are consistent with state law. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION THAT: SECTION 1. The Articles of Incorporation, attached hereto as Exhibit "A" are hereby adopted, and shall supersede and amend all previously adopted Articles of Incorporation. SECTION 3. This Resolution shall become effective from and after its date of passage. _ PASSED AND APPROVED THIS THE x ` , DAY OF I--Q NU an , 2024. B resident ATTEST: Board Secretary Exhibit A —Articles of Incorporation ARTICLES OF INCORPORATION OF TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION WE,THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age and is qualified elector of the Town of Trophy Club,Texas(the"Town"), acting as incorporators of a public instrumentality and non-profit industrial development corporation (the "Corporation") under the Development Corporation Act, the Local Government Code, Title 12, Subtitle Cl, as amended (the "Act"), with the approval of the Town Council (the "Town Council") of the Town, do hereby adopt the following Articles of Incorporation of the Corporation: ARTICLE ONE NAME The name of the Corporation is"Trophy Club Economic Development Corporation." ARTICLE TWO NON-PROFIT CORPORATION The Corporation is a non-profit industrial development corporation under the Act and is a Type B corporation under the Act. ARTICLE THREE DURATION Subject to the provisions of Article Eleven of these Articles, the period of duration of the Corporation is perpetual. ARTICLE FOUR PURPOSE A. The purpose of the Corporation is to promote economic development within the Town and the State of Texas in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the Town by undertaking, developing, implementing,providing, and financing projects under the Act. B. In the fulfillment of its corporate purpose,the Corporation shall have the power to provide financing to pay the costs of the projects through the issuance or execution of bonds,notes, and other forms of debt instruments, and to acquire, maintain,operate and lease and sell property,and interests therein, all to be done and accomplished on behalf of the Town and for its benefit and to accomplish its public and governmental purposes as its duly constituted authority and public instrumentality pursuant to the Act and under. and within the meaning of, the Internal Revenue Code of 1986, as amended, and the applicable regulations of the United States Treasury Department and the rulings of the Internal Revenue Service of the United States prescribed and promulgated thereunder. Articles of Incorporation—Page 1 C. In the fulfillment of its corporate purpose,the Corporation shall have and may exercise the powers described in paragraph B of this Article, together with all of the other powers granted to Type B corporations that are incorporated under the Act, and,to the extent not in conflict with the Act,the Corporation shall additionally have and may exercise all of the rights,powers,privileges, authorities,and functions given by the general laws of the State of Texas to nonprofit corporations under the Business Organizations Code, as amended. D. The Corporation is a corporation having the purposes and powers permitted by the Act pursuant to the authority granted in Article m, Section 52-a of the Texas Constitution, but the Corporation does not have,and shall not exercise the powers of sovereignty of the Town,including the power to tax(except for the power to receive and use the sales and use and other taxes specified in Chapter 505 of the Act) and the police power, except that the Corporation shall have any may exercise the power of eminent domain when the exercise thereof is approved by the Town Council. However, for the purposes of the Texas Tort Claims Act(Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code), the Corporation is a governmental unit and its actions are governmental functions. E. No bonds, notes, or other debt instruments or other obligations, contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the contracts,agreements,bonds, notes, or other debt instruments or other obligations, or the lending of credit, or a grant of the public money or things of value, of,belonging to,or by the State of Texas,the Town, or any other political corporation,subdivision or agency of the State of Texas,or a pledge of the faith and credit of any of them.Any and all of such contracts,agreements,bonds,notes,and other debt instruments and other obligations, contracts and agreements shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by Chapter 505the Act and from such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. ARTICLE FIVE MEMBERSHIP/STOCK The Corporation has no members and is a non-stock corporation. ARTICLE SIX AMENDMENT OF ARTICLES These Articles of Incorporation may be amended in either one of the methods prescribed in this Article. A. Pursuant to the powers of the Town contained in the Act,the Town Council, by resolution, may amend these Articles of Incorporation by filing amendments hereto with the Secretary of State as provided by the Act. B. The board of directors of the Corporation may file a written application with the Town Council requesting approval of proposed amendments to these Articles of Incorporation, specifying in such application the proposed amendments. If the Town Council, by appropriate Articles of Incorporation—Page 2 resolution, finds and determines that it is advisable that the proposed amendments be made, authorizes the same be made, and approves the form of the proposed amendments, the board of directors of the Corporation may proceed to amend these Articles of Incorporation in the manner provided by the Act. C. The board of directors of the Corporation shall not have any power to amend these Articles of Incorporation except in accordance with the procedures established in paragraph B of this Article. ARTICLE SEVEN INITIAL REGISTERED AGENT The street address of the initial registered office of the Corporation is 100 Municipal Drive, Trophy Club, Texas 76262, and the initial registered agent at such address is Donna Welsh. ARTICLE EIGHT BOARD OF DIRECTORS The affairs of the Corporation shall be managed by a board of directors which shall be composed of seven (7) persons appointed by the Town Council, all of who are residents of the Town and in compliance with the Bylaws. The names and street addresses and date of expiration of their initial terms as directors, are as follows: NAMES ADDRESSES DATE OF EXPIRATION OF TERM CLASS OF DIRECTOR Marshall Engelbeck 111 Forest Hill,Trophy Club, 05/21/98 Council Member Texas John Carter 2 Round Rock Ct., Trophy 05/21/98 Citizen Member Club,Texas Robert Burns 3 Meadow Creek Ct.,Trophy 05/21/98 Citizen Member Club,Texas David Garlitz 1 Round Rock Ct., Trophy 05/21/98 Citizen Member Club,Texas Pam Cutes 4 Salida Drive, Trophy Club, 09/17/98 Citizen Member Texas Dan Heath 19 Meadowbrook, Trophy 09/17/98 Citizen Member Club,Texas Terry Christleb 43 Cimmaron Dr., Trophy 09/17/98 Citizen Member Club,Texas Each director shall hold office for the term for which the director is appointed unless sooner removed or resigned. Each director, including the initial directors, shall be eligible for reappointment. Directors are removable by the Town Council at will and may be removed by the Town Council at any time without cause, and must be appointed for a term of two (2) years. Any vacancy occurring on the board of directors through death, resignation or otherwise shall be filled by appointment by the Town Council to hold office until the expiration of the vacating member's term. Articles of Incorporation—Page 3 ARTICLE NINE INCORPORATOR The name and street address of each incorporator is: Amy Skinner William Pollick 17 Monterey Drive 2 Crooked Creek Court Trophy Club,Texas 76262 Trophy Club,Texas 76262 Pearl 0. Ford 2 Spring Creek Court Trophy Club,Texas 76262 P. 0.Box 381 Roanoke,Texas 76262 ARTICLE TEN BYLAWS A. The initial bylaws of the Corporation shall be in the form and substance approved by the Town Council. Such bylaws shall be adopted by the Corporation's board of directors and shall, together with these Articles of Incorporation, govern the internal affairs of the Corporation until and unless amended in accordance with this Article and the Bylaws. B. Neither the initial bylaws nor any subsequently effective bylaws of the Corporation may be amended without the consent and approval of the Town Council. The board of directors of the Corporation shall make application to the Town Council for the approval of any proposed amendments, but the same shall not become effective unless the same shall be approved by resolution adopted by the Town Council. ARTICLE ELEVEN ALTERING FORM OF CORPORATION; DISSOLUTION A. The Town Council may,in its sole discretion,and at any time,alter or change the structure, organization, programs or activities of the Corporation, and it may terminate or dissolve the Corporation, subject to the provisions of paragraphs Band C of this Article. B. The Corporation shall not be dissolved, and its business shall not be terminated, by act of the Town Council or otherwise, so long as the Corporation shall be obligated to pay any bonds, notes, or other obligations and unless the collection of the sales and use tax authorized by of the Act is eligible for termination in accordance with the provisions of the Act. C. No action shall be taken pursuant to paragraphs A and B of this Article or pursuant to paragraph B of Article Twelve of these Articles, in any manner or at any time that would impair any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the Corporation. Articles of Incorporation—Page 4 ARTICLE TWELVE DIVIDENDS A. No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses and other obligations shall be distributed to or inure to the benefit of its directors or officers,or any individual,private firm,or private corporation or association,except in reasonable amounts for services rendered. B. If, after the close of any fiscal year, the board of directors shall determine that sufficient provision has been made for the full payment of all current expenses, together with all amounts payable on the contracts, agreements, bonds, notes, and other obligations of the Corporation, and that all of the terms,provisions,and covenants therein have been met,then any net earnings of the Corporation derived from sources other than the sales and use taxes collected for the account of the Corporation pursuant to Section 4B of the Act thereafter accruing and lease payments received in connection with projects financed pursuant to the Act shall be paid to the Town. All sales and use taxes collected for the account of the Corporation pursuant to the Act,and lease payments and other revenues received in connection with projects financed pursuant to the Act shall be used solely for the purposes permitted by the Act. C. 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 rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the Town after satisfaction or provision for satisfaction of all debts,claims,and contractual obligations,including any contractual obligations granting rights of purchase of property of the Corporation. D. No part of the Corporation's activities shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in any political campaign of or in opposition to any candidate for public office. ARTICLE THIRTEEN INDEMNIFICATION The Corporation may indemnify a person who was,is,or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or officer of the Corporation for expenses and costs (including attorneys' fees) actually and necessarily incurred by him in connection with any claim asserted against him by action in court or otherwise by reason of his being or having been such director or officer, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought. As provided in the bylaws, the Board of Directors shall have the power to defme the requirements and limitations for the Corporation to indemnify directors and officers, whether present or former, of the Corporation. Articles of Incorporation—Page 5 ARTICLE FOURTEEN ACTION BY UNANIMOUS WRITTEN CONSENT Action may be taken by the board of directors without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors,and such written consent shall have the same force and effect as a unanimous vote of the directors. Each written consent must bear the date of signature of each person signing it.A consent signed by less than all of the directors or committee members is not effective to take the intended action.Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Corporation's registered office, and addressed to the president or principal executive officer. ARTICLE FIFTEEN AUTHORIZATION BY TOWN The Town has specifically authorized the Corporation by resolution to act on its behalf to further the public purposes stated in said resolution and in these Articles of Incorporation and the Town has by said resolution approved these Articles of Incorporation.A copy of said resolution is on file among the permanent public records of the Town and the Corporation. N ECO C DEVELOPMENT CORPORATION STATE OF TEXAS § COUNTY OF TARRANT § Before me, T& ry nn 1)1 y o v , on this day personally appeared V T\ rt h , known to me (or proved to me on the oath of or through (description of identity card or other document) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 2 b day of pAoL,Irak aoa-t . TAMMY DIXON yANctary Public.State of Texas %;. .t' Ccinin.Expires 11.29-2026 % 1N-k1/3 ;� ` Notary ID 12 "°7°�' Notary Public's Sig s re Approved: EDC 2/27/24 Resolution #EDC 2024-01 Articles of Incorporation-Page 6 Town Council 3/25/24 Resolution #2024-03