Final Executed SOS- SEDC Restated CoF 2-08-2013 (1429733)Corporations Section `CE O
P.O.Box 13697 -;~~' ~ ~
Austin, Texas 78711-3697 ~
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Office of the Secretary of State
CERTIFICATE OF FILING
OF
John Steen
Secretary of State
"CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION"
147790301
The undersigned, as Secretary of State of Texas, hereby certifies that a Restated Certificate of Formation
for the above named domestic nonprofit corporation has been received in this office and has been found
to conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
Dated: 02/08/2013
Effective : 0 2/0 8 /2 013
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John Steen
Secretary of State
Come visit 2rs ort the irtternet at http://ivrvrv.sos.state.tl.trs/
Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
Prepared by: Angie Hurtado TID: 10313 Document: 465289240002
c:orporat~ons section
P.O.Box 13697
Austin, Texas 78711-3697
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Office of the Secretary of State
February 11, 2013
Capitol Services Inc
P O BoY 1831
Austin, TX 78767 USA
RE; "CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION"
File Number: 147790301
J 01111 Steen
Secretary of State
It has been our pleasure to file the Restated Certificate of Fot~nation for the referenced entity. Enclosed is
the certificate evidencing filing, Payment of the filing fee is aclaiowledged by this letter,
If we may be of further service at any time, please let us lulow.
Sincerely,
Corporations Section
Business & Public Filings Division
(512)463-5555
Enclosure
Cane visit ars on tlae i~7ternet nl htlp://N~~~nv.sos.stafe.ix.2~s/
Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
Prepared by: Angie Hurtado TID: 10323 Document: 465289240002
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AiI~IENDED AND RESTATED CERTIFICATE OF FORMATION
OF
CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION
1 • The City Council of the City of Schertz, Texas, the governing body of the city
under whose auspices the City of Schea•tz Economic Development Corporation was created,
pursuant to the Texas Non-Profit Corporation Act, as amended, and the Development
Corporation Act, as amended, hereby adopts an amended and restated certificate of formation
which accurately copies the original articles of incorporation and all amendments thereto that are
in effect to date and as further amended by such amended and restated certificate of formation as
hereinafter set forth and which contains no other change in any provision thereof.
2. Each such amendment made by this amended and restated certificate of formation
has been effected in conformity with the provisions of the Texas Non-Profit Corporation Act, as
amended, and the Development Corporation Act, as amended, specifically Title 12, subtitle C1,
Texas Local Government Code, and such amended and restated certificate of foi7nation and each
such amendment made by this amended and restated certificate of formation were duly approved
by the City Council of the City of Schertz, Texas on Febnlary 5, 2013 in accordance with
Section SOI.310 of the Development Corporation Act, as amended.
3. The original articles of incorporation and all amendments and supplements thereto
are hereby amended and superseded by the following amended and restated certificate of
formation, which accurately copies the entire text thereof in effect and as amended to date and as
herein amended, and this instrument contains no other change in any provision thereof:
(remainder ofpage intentionally left blank)
X0429377.1
AMENDED AND RE STATED
CERTIFICATE OF FORMATION
OF
CITY OF SCHERT7 ECONOMIC DEVELOPMENT CORPORATION
Article One
Name
The name of the Corporation is the ``City of Schertz Economic Development
Corporation".
Article Two
Authorization
The Corporation is a nonprofit corporation and is an industrial development corporation
under the Development Corporation Act, as amended; Title 12, Subtitle C1, Texas Local
Government Code (the "Act") and shall be governed by Chapter 501, Chapter 502, and
Chapter 505 of the Act, as now existing or as may be amended and an election held in the City
on August 9, 1997.
Article Three
Duration
Subject to the provisions of Article Thirteen hereof, the period of duration of the
Corporation is perpetual.
Article Four
Purpose And Limitations
(a} The Corporation is organized exclusively for the purposes of benefiting and
accomplishing public purposes of, and to act on behalf of, the City, and the specific proposes for
which the Corporation is organized. It may issue bonds, notes, and other forms of debt
instruments, and it may acquire, maintain; lease, and sell property, and interests therein, on
behalf of the City as authorized by Chapter 501; Chapter 502, and Chapter 505 of the Act to
promote economic development within the City and the State of Texas in order to eliminate
tuzemployment and under employment and to promote and encourage employment and the public
welfare of, for, and on behalf of the City. The Corporation may finance and undertake any such
project, subject to the regulations and limitations set forth in Chapter 501, Chapter 502, and
Chapter 505 of the Act and an election held in the City on August 9, 1997. The Corporation is
authorized to issue bonds as permitted by the Act, provided, however, no bonds may be issued
by the Corporation and no project may be financed with bond proceeds or other revenues of the
Corporation unless such bonds or projects are first approved by the Council. The Corporation is
a constituted authority and a public instrumentality within the meaning of the Act, the
regulations of the United States Treasm•y Departnrent, and the rulings of the Internal Revenue
Service prescribed and promulgated pursuant to sections 103 and 141 of the Internal Revenue
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Code of 1986, as amended, and the Corporation is authorized to act on behalf of the City as
provided in the Act and this Certificate of Formation.
(b) In the fiilfillment of its corporate purpose, the Corporation shall have and may
exercise the powers described in paragraph (a) of this Article, together with all of the other
powers granted to corporations that are incorporated under the Act and that are governed by
Chapter 501; Chapter 502, and Chapter 505 thereof, 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 fimctions given by the general laws of the State of Texas to nonprofit
corporations under the Non-Profit Corporation Act (Texas Business Organizations Code, as
amended).
(c) The Corporation shall have the purposes and powers permitted by the Act
pursuant to the authority granted in Article III, Section 52-a of the Texas Constitution, but the
Corporation does not have, and shall not exercise the powers of sovereignty of the City,
including the power to tax (except for the power to receive and use the sales and use taxes
specified in Chapter 501, Chapter 502, and Chapter 505 of the Act) and the police power, except
that the Corporation shall have and may exercise the power of eminent domain when the exercise
thereof is approved by the Council and to the extent allowed b~J the City Charter. However, for
the purposes of the Texas Tort Claims Act, as amended (Subchapter A, Chapter 101, Texas Civil
Practice and Remedies Code), the Corporation is a governmental unit, and its actions are
govenunental functions.
(d) No bands, notes, or other debt instruments or other obligations, contracts, or
agreements of the Corporation are or shall ever be deemed to be or constit<tte 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
City, 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 souuces
authorized by Chapter 501, Chapter 502, and Chapter 505 of the Act and from such other sources
as maybe otherwise lawfully available and belonging to the Corporation from time to time.
Article Five
Financing
(a) Before the consummation of the initial delivery of any bonds, notes, or other
forms of debt instruments, the Corporation shall obtain approval by the Council.
(b} In the exercise of the powers of the Corporation, the Corporation may enter into
loan, lease, trust, or other agreements as authorized by the Act that are necessary and appropriate
to the fiiltilhnent of the public purpose of the Corporation, all of which agreements, and the
specific uses, and the methods of withdrawal and expenditure of the proceeds of the bonds,
notes, or other debt instruments, must be included as a part of the approval process of the
Council required by paragraph (a) above.
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(c) In the exercise of the powers of the Corporation, the Corporation may not enter
into any loan, lease, trust, or other agreement the effect of which would grant, convey, transfer,
mortgage, encumber, pledge or assign a security interest or any other interest in any property
owned by the City. Any agreement entered into by the Corporation shall contain language
substantially to the effect that any grant, conveyance, transfer, mortgage, encumbrance, pledge or
assignment of property owned by the City is prohibited.
Article SiX
1`~lo Members
The Corporation has no members and is a nonstock corporation.
Article Seven
Sales Tax
Upon receipt from the City of the proceeds of the sales and use tax imposed under
Chapter 501, Chapter 502, and Chapter 505 of the Act, the Corporation may use the proceeds as
permitted by the Act as now existing or as may be amended. and. this Certificate of Formation.
A~•ticle Eight
Amendment
This Certificate of Formation may be amended at any time as provided in the Act, to
make any changes and add any provisions which might have been included in this Certificate of
Formation in the first instance or as may be permitted by subsequent changes in the law. Any
amendment may be accomplished in either of the follovv-ing manners:
(1) The members of the Board of Directors of the Corporation shall file with the
Council a ~n•itten application requesting approval of the amendments to this Certificate of
Formation, specifying in such application the amendments proposed to be made. T.he Council
shall consider such application and, if it shall, by ordinance, duly find and determine that it is
advisable that the proposed amendments be made it shall approve the form of the proposed
amendments. The Board of Directors of the Corporation may then amend this Certificate of
Formation by adopting such amendment at a meeting of the Board of Directors and delivering
such amendments to the Secretary of State; or
(2) The Council may, at its sole discretion, and at any time, amend this Certificate of
Formation and alter or change the structure, organization, programs, or activities of the
Corporation, or terminate or dissolve the Corporation (subject to the provisions of the Act, and
subject to any limitation provided by applicable constitutions and laws of the impairment of
contracts entered into by the Corporation) by ordinance adopting the amendment to this
Certificate of formation or certificate of dissolution at a meeting of the Council, and delivering a
certificate of amendment or dissolution to the Secretary of State, as provided in the Act. A
restated Certificate of Formation may be filed with the Secretary of State as provided in the Act
without the consent of the Council.
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Article Nine
Imegisfered Office and Registered Agent
The street address of the registered office of the Corporation is 1400 Schertz Parkway,
Schertz; Texas 78154, and the name of its registered agent at that address is John C. Kesel.
Article Ten
Board of Directars; Officers
(a) The affairs of the Corporation shall be managed by a board of directors which
shall be composed of seven (7) pelsons appointed by the Council. The terms of the board of
directors named in this Amended and Restated Certificate of Formation shall be as follows:
Three (3) of the directors shall be appointed to terms expiring May ~ 1, 2013, and four (4) of the
directors shall be appointed to terms expiring May 31, 2014. Thereafter, the terms of directors
shall be two (2) years, expiring on May 31 of odd numbered and even numbered years,
respectively. Directors may be appointed to succeed themselves. Each director must be a
resident aizd qualified elector of the City. No employee or officer of the City or member of the
Council may be a director. A majority of the entire membership of the board, including any
vacancies, is a quon~m. The board shall conduct all meetings wiihin the boundaries of the CitS~.
(b) The names and street addresses of the persons who are to serve as the directors as
of the effective date of this Amended and Restated Certificate of Formation and the dates of
expiration of their terms as directors, are as follows:
Expiration
Names Addresses of Term
Angelina I. T. Kiser 1400 Schertz Parkway 5/31/2013
Schertz, 'I`X 78154
Tim Brown 1400 Schertz Parkway 5/31/2013
Schertz, TX 78154
Roy Richard, Jr. 1400 Schertz Parkway 5/31/2013
Schertz, TX 78154
Grady Morris 1400 Schertz Parkway 5%31/2014
Schertz, TX 78154
Marvin Thomas 1400 Schertz Parkway 5!31./2014
Schertz; TX 78154
Matthew Duke 1400 Schertz Parkway 5/31/2014
Schertz. TX 78154
Rosemary Scott 1400 Schertz Parkway 5/31/2014
Schertz, TX 78154
Each director shall serve until a successor is appointed . Directors are removable by the
Council at any time with or without cause. Any vacancy occurl•ing on the board of directors (by
50429377.1
reason of death, resignation, or otherwise) shall be filled by appointment by the Council of a
person who shall hold office until the expiration of the tezm.
(c) The directors shall serve without compensation, but they shall be reimbursed for
their actual expenses incurred in the performance of their duties as directors.
(d) The board of directors shall elect a president, vice president, secretary, and any
other officers that the Corporation considers necessary, to serve as executive officers of the
Cozporation, as more specifically provided in the Corporation's Bylaws. The tezrrz of each
officer's office shall expire on May 3151 of each year. The City Manager, or lus designee, shall
serve as the Executive Director of the Cozporation to provide administrative support sezvices for
the Cozporation, but the Executive Director shall not be a member of the board of directors.
(e) Meetings of the board of directors are subject to the Texas Open Meetings Act, as
amended (Texas Govermnent Code, Chapter 551), and the Corporation is subject to the Texas
Public Information Act, as amended (Texas Goverzlrrzent Code; Chapter 552).
Article EIeven
Byla«~s
The Bylaws of the Corporation have been approved by the Council and shall be adopted
by the Corporation's board of directors and shall, together with this Certificate of Formation,
govern the initial affairs of the Cozporation until and unless amended in accordance with the
provisions of the Act and this Certificate of Formation.
Article Tesrelve
Council Approval
The City has specifically authorized the Cozporation by Ordinance dated September 4,
2007 to act on its behalf to further the public puzposes stated in such Ordinance and this
Certificate of Formation, and the City has by such Ordinance approved the Corporation's
original Articles of Incorporation, as amended, and this Certificate of Formation. A copy of the
Ordinance is on file among the permanent public records of the City and the Corporation.
Article Thirteen
Dissolution
(a) The Cozporation shall not be dissolved, and its business shall not be terminated,
by act of the Council or otherwise, so long as the Corporation is obligated to pay any bonds,
notes, or other obligations and unless the collection of the sales and use tax authorized by
Chapter 501, Chapter 502 and Chapter 505 of the Act is eligible for termination in accordance
z~~ith the provisions of Chapter 505 of the Act.
(b) No action shall be taken pursuant to paragraph (a) of this Article or pursuant to
paragraph (b) of Article Fifteen of this Certificate of Formation, in any manner or at any time
that would impair any contract, lease, right, or other obligation theretofore executed, granted, or
ineun•ed by the Cozporation.
>0429377.1
Article Fourteen
Not a Privafe Foundation
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 Fifteen
Miscellaneous
(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
be 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 determines 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 ear°nings derived from sources other than the sales and use taxes collected for the account of
Corporation pursuant to Chapter 501, Chapter 502, and Chapter 505 of the Act thereafter
accruing in connection with projects financed pursuant to Chapter 501, Chapter 502, and
Chapter 505 of the Act, and lease payments received in connection with projects financed
pursuant to Chapter 501, Chapter 502, and Chapter 505 of the Act shall be used solely for the
purposes permitted by Chapter SO1, Chapter 502, and Chapter 505 of the Act and Article 4(a} of
this Certificate of Formation.
(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 fiends or property or
rights thereto shall not be transferred to private ownership, but shall be transferred and delivered
to the City after satisfaction of debts and claims.
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(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 for or in opposition to any candidate for public office.
(~•emaindef• of page intentionally left blank)
>0429377.1
Dated this 5'~' da}~ of Febz•uaYy, 2013.
C'ITE' OF ~CHERTL ECONOMIC
DBVEI.•OFt,~11ENT CORPOR_~4TION
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C.IT'Y OF ~CHERTZ•, TEY%~~
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THE STATE OF TEXAS
CQU~T~' OF GUADALUPE
On this the t ;~ da} of ~~ _ _. 2013, before me, the undersigned Notar~~
Public, personally appeared .. ~vho acl~no~vledged to me that
he/she is the President of the City- of Scliertz Economic Development Corporation, and that
he(she, as such official, being; duly authorized to do so, executed the foregoing Amended and
Restated Certi#icate of Formation of the City of Schertz Economic Development Corporation by
signing his Warne in such capacity.
~T ti~J1Ti~TESS VsT1=1EP,EOF,1 have hereon to set my hand and officia~l''seal.
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50429377.1
'THE ~Tr~TE OF 'I'E~t~.S
COUNT' OF GU~IDALUI'E
On this the~;fi°~ ~'`-day of ~ ~a.~~.r<~a,~ , ?013; before me, the undersigned Notary Public,
personally appeared ~~~.~`w; ,;_ ~ ~, ~° . ;- Wit, rho aelnowledged to me that
helshe is the secretary/Treasur°er of t e City of Schertz Economic .l~evelop~nent Corporation, and
that he/she, as such official; being duly authorized to do so, executed the fo~•egoing ~~nlended and
Restated Certificate of Formation of the City of ~chertz Economic Development Corporation by
signing his Hanle in such capacit~~,
IN t~~ITNES~ ~~~H.EREOF, I leave hereon to set my hand aid official seal.
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>Q429377.1
ACKNOWLEDGEMENT
THE STATE OF TEYAS
COUNTY OF GUADALUPE §
~~
On this the ~ ~ day of ~"~~~;~;~~~ 2013, before me, the undersigned
Notary Public, personally appeared Brenda Dennis, who acknowledged to me that she is the City
Secretary of the City of Sehertz, Texas, and that she, as such official, being duly authorized to do
so, executed the foregoing Amended and Restated Certificate of Formation of the City of
Sehertz, Texas by signing her name in such capacity.
IN WITNESS WHEREOF, I have hereon to set my hand and official seal
50429377.1 12