2013 Revised Articles and BylawsCorporations Section CALF ~~, JO~ltl Steen
,. P.O:Box 13697 ~, ~ ~ Secretary of State
Austin, Texas 78711-3697 ~ i
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Office of the Secretary of State
CERTIFICATE OF FILING
OF
"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 beers 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: 02/08/2013
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John Steen
Secretary of State
Came visit us orr the interr~et at http://-vwrv.sos,stale.tx.trsl
Phone: {512} 463-5555 Fax: {5 i 2} 463-5709 Dial: 7-1-1 for Relay Services
Prepared by: Angie Hurtado TID: 10313 Document. 465289240002
Corporations Section
P.O:Box 13697
Austin, Texas 787] 1-3697
S~~CE D~~
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Y
Office of the Secretary of State
February 11, 2013
Capitol Services Inc
P O Box 1831
Allst111, TX 7$767 USA
RE: "CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION"
File Number: 147740301
John Steen
Secretary of State
It has been our pleasure to file the Restated Certificate of Formation for the referenced entity. Enclosed is
the certificate evidencing filing. Payment of the filing fee is acknowledged by this letter.
If we may be of filrther service at any time, please let us know.
Sincerely,
Corporations Section
Business & Public Filings Division
{812)463-8888
Enclosure
Come visit trs oar dhe internee at hftp://wti>>~h.sas.slale.fx.usl
Phone: (512) 4G3-5555 Fax: (5 i2) 4G3-5709 Dial: 7-I-1 for Relay Services
Prepared by: Angie Hurtado TID: 10323 Document: 465289240002
F I ~ E D
Secretary of State ofd exas
FEB 0 8 X013
AMENDED AND RESTATED CERTIFICATE OF FORMATIONOr~J01'a~lO~ls SOC~10l1
OF
CITY OT' SCHERTZ ECONOMIC DEVELOPivIENT CORPORATION
i. The City Council of the City of Seheltz, Texas, the governing body of the city
under whose auspices the City of Schertz Economic Development Corporation was created,
pursuant to the Texas Non_Profit Corporaiion Act, as amended, and the Development
Corporation Act, as alnended, hereby adopts an amended and restated certificate of formation
v~jhich accurately copies the original articles of incorporation and all amendments thereto that ace
in effect to date and as ful-ther 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 Cl,
Texas Local Government Code, and such amended and restated certificate of formation and each
such amendment made by this amended and restated cer•[ificaEe of formation were duly approved
by the City Council of the City of 5chertz, Texas on February 5, 2013 in accordance with
Section 501.310 of the Development Corporation Act, as amended.
3. The original articles of incorporation and all amendments and supplements thereto
are hereby amended and superseded b}~ 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 rnlenlionally left blank)
50429377.1
AMENDED AND RESTATED
CERTIFICATE OF FORt~.IATION
OF
CITY OF SCHERTZ ECONOMIC DEVELOPATENT CORPORATION
Article One
Name
The name of the Corporation is the '`City of Schertz Economic Development
Corporation".
Article T`vo
Authorization
The Corporation is a nonproft 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 Thrce
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 purposes 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 v-~ithin the City and the State of Texas in Order to eliminate
unemployment 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 SOS of the Act and an election held in the City on Arlgust 9, 1997. The Corporation is
authorized to issue bonds as permitted by the Act, provided, however, na 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 Treasury Depatrtnrent, and the rulings of the Internal Revenue
Service prescribed and promulgated pursuant to sections 103 and 141 of the Internal Revenue
SQ429377,1 2
Code of 1986, as amended, and the Corporalion is authorized to act on behalf of the City as
provided in the Act and this Certificate of Formation.
(b) h~ the fulfillment of its corporate purpose, the Corporation shall have and may
exercise the powers described irr 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 SOS thereof, and, to the extent not in conflict with the
Act, the Corparation shall additionally have and may exercise alt 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 Cade, 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
Corparation does not have, and shall not exercise the powers of sovereignty of the City,
including tFre power to tax (except for the power to receive and use the sales and use taxes
specified in Chapter SOI, Chapter 502, and Chapter SOS of die Act) and the police power, except
that the Corporation s1ra11 have and may exercise the power of eminent domain when the exercise
thereof is approved by the Council and to the extent allowed by the Caty Charter. However, for
the purposes of the Texas Tart Claims Act, as amended {Subchapter A, Chapter 101, Texas Civil
Practice and Remedies Code), the Corporation is a governmental unit, and its actions are
governmental functions.
(d) No bonds, notes, or other debt instruments or other obligations, contracts, or
agreements of the Corporation are or shaI! 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
City, or any other politicaE corporation, subdivision or agency of the State of Texas, or a pledge
of the faith and cl•edit of any of them. Any and alt of such contracts, agreements, bonds, notes,
acrd 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 501, Chapter 502, and Chapter 505 of the Act and from such other sources
as Wray be otherwise lawfully available and belonging to the Corporation from time to time.
Article Five
Financing
(a) Before the consummation of the initial delivery of an3T 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, loose, trust, or other agreements as authorized by the Act that are necessary and appropriate
to the firllillment 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.
SQ429377. I j
(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 in#erest 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, mo~'tgage, encumbrance, pledge or
assignment of property owned by the City is prohibited.
Article Six
No Members
The Corporation has no members and is a nonstock corporation.
Article Seven
Sales Tax
Upon receipt loom 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,
A2•ticle Eight
Amendment
This Certificate of Formation may 6e 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 #Irst instance or as may be permitted by subsequent changes in the Iaw. Any
amendment maybe accomplished in either of the foliow•ing manners:
(1) The members of the Board of Directors of the Corporation shall file «rith the
Council a written application requesting approval of the amendments to this Certificate of
Formation, specifying in such application the amendments proposed to be made. The Council
shall consider such application and, if it shall, by ordinance, duly find and determine that it is
advisable that the proposed amendments 6e 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 Beard 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 an}~ 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 Secretar}~ of State, as provided in the Act. t1
restated Certificate of Formation may be filed with the Secretary of State as provided in the Act
without the consent of the Council
5029377. F ~l
Article Mine
Registered 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. Kessel.
Article Ten
Board of Directors; Officers
(a) The affairs of the Corporation shall be managed by a board of directors which
shall be composed of seven (7) persons 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 and qualified elector of the City, ~o employee or off cer of the City or merrrber of the
Council may be a director. A majority of the entire membership of the board, including any
vacancies, is a quorum. The board shall conduct all meetings within the boundaries of the City.
{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
\Tanzes Addresses of Term
Angelina i. T. Kiser 1400 Schertz Parkway 5!3112013
Schertz, TX 78154
Tim Brown 1400 Schertz Parkway ~/3 1/2013
Schertz, TX 78154
Roy Richard, Jr. 1400 Schertz Parkway 5/31/2013
Schertz, TX 78154
Grady iVlorris 1400 Schertz Parkway 5/31/2014
Schertz, TX 78154
iylarvin 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 513 U2014
Schertz, TX 78154
Each director shall serve until a successor is appointed . Directors are removable by the
Council at any time vt~ith or without cause. Any vacancy occurring on the board of directors (by
So~f29377.1
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 term.
{c) The directors shall serve without compensation, but they shall be reimbursed for
their actual expenses incurred in the performat3ce of their duties as directors.
(d} The board of directors shall elect a president, vice president, secretary, and any
other officers that the Cozporation 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 May 315` of each year. The City Manager, or his desigrzee, shall
serve as the Executive Director of the Cozporation to provide administrative support services for
the Corporation, but the Executive Director shall not be a member of the boa.zd of directors-
(e} Meetings of the board of directors are subject to the Texas Open Meetings Act, as
amended (Texas Government Code, Chapter 551}, and the Corporation is subject to the Texas
Public Information Act, as amended (Texas Government Code; Chaptez• SS2).
Article Eleven
Bylaws
The Byla~tiTs 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 Corpora#ion until and unless amended in accordance with the
provisions of the Aet and this Certificate of Forration.
Article T~i~elve
Council Approval
The City has specifically authorized the Corporation by Ordinance dated September 4,
2007 to act on its behalf to further the public purposes stated in such Ordinance and this
Certifcate 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 Corporation shall not be dissolved, and its business shall not be terminated,
6y act of the Council or other«~ise, 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 50I, Chapter 502 and Chapter 505 of the Act is eligible for termination in accordance
~~~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
incurred by the Corporation.
~oaza3».~ 6
Article Fourteen
Not a Pri~~atc Foundation
Tf the Corporation is ever determined to be a private foundation within the meaning of
section 509{a) of the lntez•nal Revenue Code of 1986, as amended {the "Code"), the Corporation:
(1} shall distribzzte 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 defamed in section 4943(c)
ofthe 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 rnake 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 ot~cers, or any individual, private firm, or private corporation or
associatiorr, except in reasonable amounts for sea•vices rendered.
{b) If, after the close of any fiscal year, the board of directors determines that
sufficient provision has been made far the full payment of all cur-r•ent 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 derived frorzz soiu-ces other than the sales and use taxes collected for the account of
Corporation pursuant to Chapter 501, Chapter 502, and Chapter SOS of the Aet thereafter
accruing in connection ~vith projects financed pursuant to Chapter 501, Chapter 502, and
Chapter SOS of the Act, and lease payments received in connection with projects financed
pursuant to Chapter 501, C}rapter 502, and Chapter SOS of the Act shall be used solely for• the
purposes permitted by Chapter 501, Chapter 502, and Chapter 505 of the Act and Article A{a} of
this Certificate of h'ornration.
(c} If the COrppr'ati0rl ever should be dissolved when it has, or is entitled to, any
iizterest 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 acid delivered
to the City after satisfaction of debts and claims.
so~zzazz.i '7
{d} No part of the Corporation's activities shah consist of the carrying an of
propaganda, or other~~ise attempting to influence legislation, and the Corporation shah not
participate in any political campaign for or in opposition to any candidate for public off ce.
(j•entrrinder ofpage intentionally lef blank)
5049377.1
Dated this St" day of February, 2013,
CITY OE SCHERTZ ECONOMIC
DEVI~LOPiviENT CORPORATIONi
~-
B y:
President
By: '105„ ~ mil
Secretary
CITY OF SCHERTZ, TEXAS
--~
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B~~'~_- -
City Secretary
scwas3». ~ g
AC3~~TO1~V LEB ~IJi1~E~TT
THE STATE 01' TEXAS
C~`OUNTY OF GUADALLPB
On this the day of , 2013, before me, the undersigned Notar}~
P~rblic, personall}T appeared ~ ,who acknotivledged to rrie that
he/she is the President of the Cit}~ of Sc ertz Economic Development Corporation, and that
helshz, as such official, being duly authorized to do so, executed the foregoing Amended and
Restated Certi~licate of Formation of the City of Schertz Economic DEVeiopment Corporation by
signing his name in such capacity.
1N IVITItTESS WHEREOF, I have hereon to set my hand and official seal,
.~- - 1~\
~~`°""''~~~ BREND}1 tOllfSE ~7F.NNIS 1`To~ ublic of the to of Texas
NOTARY Pf}B~1C
STATE OF TEXAS
ur,,,,;1••" ~ASy Commissidn ~xpire~'I1•~•~01+!
56.12477.1
ACKI\T O~'4'LED GEIVIENT
THE STATE OF TEXAS
COUNTY OF GUADALUPE
On this the~~'~'`day of ~ , ~Q13, before me, the undersigned Notary Public,
personally appeared (Zt~~ti~y,~ ~ r ~~~ who acknowledged to me that
helshe is the Secretary/Treasurer of tie City of Schertz Economic Development Corpoza#ian, and
that helshe, as such official, being duly autharized to do so, executed the foregoing Amended and
Restated Certificate of Formation of the City of Schertz Economic Development Corporation by
signing his name in such capacity.
IN ~j'ITNESS ~~rHEREOF, I have hereon to set my hand aiad official seal.
``~y,L441~1E~,~,, RRF~~A i.UUfSE i7~tVNiS
,,
" f~QTARY Pi1f~Lf~
~T _ t ~7ATE ~F TE~gS
.,~ a+ Y earrtr~lealan ~~,nlr~a 19ot)3-~9i4
L, ~ 6
Notary Public of the State of Texas
59x19377.1
ACKivIOWLEDGEVIElti`T
THE STATE OF TEXAS
COUNTY OF GUADALUPE
On this the l ~ day of t~~ru~;~~.~_, 20I3, before me, the undersigned
Notary Public, personally appeared Brenda Dennis, who acknowledged to me that she is the City
Secretary of the City of Schertz, Texas, and that she, as such ofEcial, being duly authorized to do
so, executed the foregoing Amended and Restated Certificate of Formation of the City of
Schertz, Te:~as by signing her name in such capacity.
IN WITNESS WHEREOF, I have hereon to set my hand and official seal.
~~e~a ~. ~us~
Notary pubtlo
., ~ Stata of Texas ~~/, ,~
aP ~'h~""~0~'.arro~mta Notary Public of the State of Texas
(Notary Seal)
~~329377.1 l2