Loading...
EDC 4A Articles of Incorporation ARTICLES OF INCORPORATION OF THE TOWN OF TROPHY CLUB 4A ECONOMIC DEVELOPMENT CORPORATION A TEXAS NON-PROFIT CORPORATION TROPHY CLUB,TEXAS THE STATE OF TEXAS § COUNTY OF DENTON § We, THE UNDERSIGNED natural persons being at least 18 years of age and qualified electors of the Town of Trophy Club, Texas (which is a duly established municipal corporation), acting as incorporators of a public instrumentality and non-profit industrial development corporation(the "Corporation") under the provisions of Section 4A of the Development Corporation Act of 1979. Tex. Rev. Civ. Stat. Ann. Art. 5190.6, as amended(the"Development Corporation Act"),with the approval of the governing body of the Town of Trophy Club, Texas (the"Town"), as evidenced by the Resolution attached hereto and made a part hereof for all purposes, do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE I. NAME The name of the Corporation is the Trophy Club 4A Economic Development Corporation. ARTICLE II. AUTHORITY The Corporation is a non-profit corporation specifically governed by Section 4A of the Development Corporation Act. ARTICLE III. DURATION The period of duration of the Corporation is perpetual. ARTICLE IV. PURPOSE The Corporation is organized exclusively for the public purposes of the promotion and development of new and expanded park and recreation facilities. The Corporation shall have and exercise all of the rights,powers, privileges, authority, and functions given by the general laws of Texas to non-profit corporations by the Texas Nonprofit Corporation Act, Tex. Civ. Stat. Ann. Art. 1396-1.01 et seq., and the additional powers as provided in Section 4A and Section 23 of the Development Corporation Act. The Corporation shall be subject to any limitation imposed by such Section 4A. If any conflict should arise between these statutes regarding the Corporation's ARTICLES OF INCORPORATION-Page 1 articles of incorporation powers,the Development Corporation Act shall control and govern the Corporation; and to the extent of a conflict between Section 4A of the Development Corporation Act, the provisions of such Section 4A shall prevail. ARTICLE V. INITIAL REGISTERED OFFICE AND AGENT The street address of the initial registered office of the Corporation is 100 Municipal Drive, Trophy Club, Texas 76262, and the name of the initial registered agent at such address is Diane Cockrell. ARTICLE VI. DIRECTORS The affairs of the Corporation shall be managed by a Board of Directors consisting of five (5)in number who shall be appointed by and shall serve at the pleasure of the Town Council of the Town(the"Council"). The names and addresses of the persons who are to serve as the initial Directors are as follows: Directors and Addresses Barry Huizenga David Neal 208 Pebble Beach Drive 116 Green Hill Trail South Trophy Club, Texas 76262 Trophy Club, Texas 76262 Pete Reincke Neil Twomey 3 Colonial Court 203 Oakmont Drive Trophy Club,Texas 76262 Trophy Club, Texas 76262 Todd Mayfield 14 Cimarron Drive Trophy Club, Texas 76262 The initial terms of office for the Directors shall be two (2)Directors with three(3) year terms, two (2) Directors with two (2)year terms and one(1) Director with a one (1)year term, as designated by the Council. The Directors generally shall meet the following qualifications: (a) One Director from the Council (b) Four Directors appointed at-large; and, ARTICLES OF INCORPORATION-Page 2 articles of incorporation (c) The Directors to be residents of the Town of Trophy Club. After the initial terms of office,the Directors shall serve for three (3)years. Any vacancy occurring shall be filled by appointment by the Council. Each Director, including the initial Directors, shall be eligible for reappointment. Directors are removable by the Council at will. If a Director of the Councilmember class shall cease to be a member of the Council, such event shall constitute an automatic resignation as a Director and such vacancy shall be filled. Any vacancy occurring on the Board through death, resignation or otherwise shall be filled by appointment by the Council to hold office until the expiration of the vacating member's term. The Directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses incurred in the performance of their duties as Directors. ARTICLE VII. MEMBERSHIP/STOCK The Corporation has no members and is a non-stock corporation. ARTICLE VIII. AMENDMENTS These Articles of Incorporation may at any time and from time to time be amended as } provided in the Development Corporation Act so as to make any changes therein and add any provisions thereto which are lawful under the Development Corporation Act as then in effect. Any such amendment shall be effected in either of the following manners: (i) the members of the Board of Directors of the Corporation shall file with the Council a written application requesting approval of the amendments proposed to be made,the Council shall consider such application and, if it shall be appropriate by resolution, duly find and determine that it is advisable that the proposed amendments be made and shall approve the form of the proposed amendments, then the Board of Directors of the Corporation may amend the Articles of Incorporation by adopting such amendment at a meeting of the Board of Directors and delivering articles of amendment to the Secretary of State, or (ii) the Council may, at its sole discretion, and at any time, amend the Articles of Incorporation, and alter or dissolve the Corporation (subject to the provisions of the Development Corporation Act, and subject to any limitation provided by the constitutions and law of the State of Texas and the United States of America on the impairment of contracts entered into the corporation) by written resolution adopting the amendment to the Articles of Incorporation of the Corporation or articles of dissolution at a meeting of the governing body and sending to the Secretary of State, as provided in the Development Corporation Act or upon election as provided in the Act. Amended or Restated Articles of Incorporation may be filed with the Secretary of State as provided in the Development Corporation Act. ARTICLES OF INCORPORATION-Page 3 articles of incorporation ARTICLE IX. INCORPORATORS The name and street address of each Incorporator is: Roger Unger Ben Brewster 102 Camoustie 222 Fresh Meadow Drive Trophy Club, Texas 76262 Trophy Club, Texas 76262 Fred Allen 1022 Trophy Club Drive Trophy Club, Texas 76262 ARTICLE X. AUTHORIZATION The Town has specifically authorized the Corporation by Resolution to act on its behalf to further the public purposes stated in said Resolution and these Articles of Incorporation, and the Town has by said Resolution approved these Articles of Incorporation. ARTICLE XI. DIVIDENDS No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses shall be distributed to or inure to the benefit of its Directors or officers or any individual, firm, corporation or association. Part of the Corporation's activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in(including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE XII. INTERNAL AFFAIRS The Corporation's internal affairs shall be regulated by a set of Bylaws, not inconsistent with the laws of this Sate or with these Articles of Incorporation, which Bylaws have been approved by the Council, under whose offices the Corporation is created. ARTICLES OF INCORPORATION-Page 4 articles of incorporation ARTICLE XIII. 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 Town after satisfaction or provision or satisfaction or debts claims. /l%yL.Z. ?=t Lif Diane Cockrell Town Secretary Town of Trophy Club, Texas ARTICLES OF INCORPORATION-Page 5 articles of incorporation