Loading...
1982R08- NONPROFIT INDUSTRIAL DEVELOPMENT CORPORATION . .f RESOLUTION AUTHORIZING AND APPROVING THE CREATION OF A NONPROFIT INDUSTRIAL DEVELOPMENT CORPORATION TO ACT ON BEHALF OF THE CITY OF SCHERTZ, TEXAS WHEREAS, an application in writing requesting the authorization and approval of the creation of a nonprofit development corporation to act on behalf of the City of Schertz, Texas, under the provisions of the "Development Corporation Act of 1979", Article Sl90. 6, Vernon I s Texas civil Statutes, as amended (the "Corporation Act"), has been filed with the governing body of the City of Schertz, Texas (being its city Council) (the "Governing Body"), by at least three natural persons, each of whom is at least 18 years of age, and each of whom is a qualified elector of the city of Schertz, Texas; and WHEREAS, the Corporation Act authorizes cities, counties, and conservation and reclamation districts to utilize an industrial development corporation to issue obligations and bonds on behalf of the sponsoring city, county, or conservation and reclamation district to finance projects described in the corporation Act; and WHEREAS, the Governing Body has reviewed and approved the above-described application and the Articles of Incorporation and By-Laws and has determined to authorize and approve the creation of the corporation, a not-for- profi t entity, as its constituted authority and instru- mentali ty to accomplish the specific public purpose of the promotion and development of industrial and manufacturing enterprises to promote and encourage employment and the public welfare and to finance projects as defined in the Act. THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS, THAT: section 1. The Governing Body has found and determined, and hereby finds and determines, that said application is in proper form and substance and that it has been signed by at least three natural persons, each of whom is at least 18 years of age, and each of whom is a qualified elector of the city of Schertz, Texas. Section 2. The Governing Body has found and determined, and hereby f.inds and determines, that it is advisable that a nonprofit industrial development corpora- tion be authorized and created, with such development corporation to be known as the "Schertz Industrial Development corporation" (the "Corporation"). Section 3. The Governing Body hereby approves the Articles of Incorporation and the Bylaws proposed to be used in organizing the Corporation (copies of which are attached to the above-described application and copies of which are attached to this Resolution and made a part hereof for all purposes) ; hereby grants authority for and approves the inc0~~~ration, of the ~~rnoration' and hereby appoint~ Roy W. Richard, George M. Barnard, and Cris Frias tile initial directors of the Corporation~ Sect.ion 4. The public purposes of the City of Schertz, Texas (the "city"), which the Corporation may further on behalf of the City are the promotion and development of industrial and manufacturing enterprises to promote and encourage employment and the public welfare and to finance projects as defined in the Act. Section 5. The Corporation is hereby designated as the duly constituted authority and instrumentality of the city (within the meaning of those terms in the regulations of the Treasury and the rulings of the Internal Revenue service prescribed and promulgated pursuant to Section l03 of the Internal Revenue Code of 1954, as amended) and shall be authorized to act on behalf of the city for the specific public purpose of the promotion and development of industrial and manufacturing enterprises to promote and encourage employment and the public welfare and to finance projects as defined in the Act; but the Corporation is not intended to be and shall not be a political subdivision or a political corporation within the meaning of the Constitution and the laws of the State of Texas (the "State"), including without limitation Article III, Section 52 of the State Constitution, and the City does not delegate to the Corporation any of its attributes of sovereignty, including the power to tax, the power of eminent domain, or the police power. Section 6. The Corporation may, under the condi- tions set forth in this Resolution, issue obligations on behalf of the City, acquire, lease, sell, or convey certain properties and make loans for the promotion and development of industrial and manufacturing enterprises to promote and encourage employment and the public welfare and to finance projects as defined in the Act. The city shall not lend its credit or grant any public money or thing of value in aid of the Corporation. Furthermore, obligations issued by the Corporation with the approval of the city shall be deemed not to constitute a debt of the State, the City, or of, any other political corporation, subdivision or agency of the -2- state or a pledge of the faith and credit of any of them, but such obligations shall be payable solely from the funds herein provided. The Corporation shall not be authorized to incur financial obligations which cannot be paid from proceeds of the obligations or from revenues realized from the lease or sale of a project or realized from a loan made by the Corporation to finance or refinance in whole or in part a project as defined in the Corporation Act. Section 7. Upon dissolution of the Corporation, the City shall accept title to or other interest in any real or personal property owned by the Corporation at such time. Section 8. This Resolution is adopted for the purpose of satisfying the conditions and requirements of the Corporation Act and of Section 103 of the Internal Revenue Code of 1954, as amended, and the regulations prescribed thereunder from time .to time and for the benefit of the Corporation, the City, the owners or holders from time to time of the obligations of the Corporation, and all other interested persons. Section 9. The Governing Body has considered evidence of the posting of notice of this meeting and officially finds, determines, recites, and declares that a sufficient written notice of the date, hour, and place of this meeting and of the subject of this Resolution was posted on a bulletin board located at a place convenient to the public in the City Hall of the City for at least 72 hours preceding the scheduled time of such meeting; and that such place of posting was readily accessible to the general public at all times from such time of posting until the scheduled time of such meeting; and that such meeting was open to the public as required by law at all times during which the Resolution and the subject matter thereof was discussed, considered, and formally acted upon, all as required by the Open Meetings Law, Article 6252-17, Vernon's Texas civil statutes, as amended. The governing body further ratifies, approves, and confirms such written notice and the contents and posting thereof. Passed and approved on this, the September , 1982. 2lst day of -3- .' ARTICLES OF INCORPORATION OF SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION THE STATE OF TEXAS t t COUNTIES OF GUADALUPE, BEXAR, AND COMAL t We, the undersigned natural persons, each of whom is of the age of 18 years or more and a qualified elector of the city of schertz, Texas (the "city"), acting as incorpo- rators of a nonprofit industrial development corporation (the "Corporation") under the Development corporation Act of 1979, Article 5190.6, Vernon's Texas civil statutes, as amended (the "Act"), with the approval of the City Council of the ci ty (the "Governing Body" ) do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE I The name of the corporation is the SCHERTZ INDUSTRIAL DEVELOPMENT'CORPORATION. ARTICLE II The corporation is a nonprofit corporation, and is an industrial development corporation under the Act. ARTICLE III The perpetual. duration of the corporation shall be ARTICLE IV 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 and may issue bonds on behalf of the city are the promotion and development of industrial and manufacturing enterprises to promote and encourage employment and the public welfare, pursuant to the Act and to finance projects as defined in the Act. The corporation is a constituted authority and a public instru- mentali ty wi thin the meaning of the regulations of the united states Treasury Department and the rulings of the Internal Revenue service prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1954, as amended, and the Corporation is authorized to act on behalf of the City as provided herein. However, the Corporation is not a political subdivision or political corporation of the State of Texas within the meaning of its constitution and laws, including without limitation, Article III, Section 52, of said constitution, and no agreements, bonds, debts, or obligations of the Corporation are or shall ever be deemed to be the agreements, bonds, debts, or obligations, or the iending of credit, or a grant of public money or thing of value, of or by 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. ARTICLE V The Corporation has no members and is a non stock corporation. ARTICLE VI The Corporation's internal affairs shall be regulated by a set of Bylaws, not inconsistent with the laws of this State, which have been approved by the Governing Body. ARTICLE VII The street address of the initial registered office of the Corporation is City Ha~l1,/ Schertz, Texas, 7815,4, and the name of its initial registered agent at such address is Jimmy G. Gilmore, ARTICLE VIII The affairs of the Corporation shall be managed by a Board of Directors which shall be composed in its entirety of persons appointed by the Governing Body. The number of directors constituting the Board of Directors of the Corporation is three 13). The names and street addresses of the persons Who are to serve as the initial directors, and the expiration of their initial terms as directors, are as follows< ' ' NAME ADDRESSES DlI.'J:'E OF EXPlRA", TION OF TERM Roy W. Richard ll6 Richardson Schertz,- Texas 78154 Janu<;iryl, 1985 George M. Barnard 602 Brooks Schertz, Texas 78154 Januar;y 1, 1985 cris Frias 921 Antler Drive Schertz,- Texas 78154 Janui3,ry 1,- 1985 -2- Each director must be a resident of the City. Each director including the initial directors, shall be eligible for reappointment. Directors are removable by the Governing Body, for cause or at will, and must not be appointed for a term in excess of two (2) years. Any vacancy occuring on the Board of Directors through death, resignation, or otherwise, shall be filled by appointment of the Governing Body to hold office until the expiration of the term for which the vacating director has been appointed. 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. ARTICr,E IX The name and street address o~ each incorporator is as follows: , Name ':A. d'dre'S s Roy W. Richard 1:1,6 Richardson Schertz~ Te~as 78154 George M. Barnard 602 Brooks Schertz, Texas 78154 921 Antler Drive Schertz~- Texas 78154 Cris Frias ARTICLE X The City by resolution of the Governing Body has specifically authorized the Corporation to act on its behalf to further the specific public purposes of the promotion anddeveiopment of industrial and manufacturing enterprises to promote and encourage employment and the public welfare,and to finance projects as defined in the Act and has approved these Articles of Incorporation of the Corporation. -3- ARTICLE XI The Articles of Incorporation may at any time and from time to time be amended by the Board of Directors or by the Governing Body, subject t.o such restrictions and in accordance with the procedures provided in the Act and so long as the Articles of Incorporation as amended contain only such provisions as are lawful under the Act. ARTICLE XII 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 associati.on, except that in the event the Board of Directors shall determine that sufficient provision has been made for the full payment of the expenses, bonds, and other obligations of the Corporation, then any net earnings .of the corporation thereafter accruing shall be paid to the city. No 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 poli tical campaign on behalf of or in opposition to any candidate for public office. ARTICLE XIII 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 City after satisfaction Dr provision for satisfaction of debts and claims. IN WITNESS WHEREOF, we have hereunto set our hands this 2lst day of September , 19 82. Roy W. Richard George M. Barnard CrlS Frlas -4- THE STATE OF TEXAS 0 o COUNTIES OF GUADALUPE, BEXAR AND COMAL 0 I, the undersigned, a certify that on this 21st day of personally appeared before me: Notary Public, September do hereby , 19 ~2, Roy W. Richard George M. Barnard Cris Frias who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing Articles of Incorporation as incorporators, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. Notary Public in and for the State of Texas My Commission Expires: (SEAL) -5- BYLAWS OF SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION ARTICLE I POWERS AND PURPOSES section l. Financing of Industrial Development Projects. In order to implement the purposes for which the Schertz Industrial Development Corporation (the "Corporation") was formed as set forth in the Articles of Incorporation, the Corporation shall issue obligations to finance all or part of the cost of one or proj ects as defined in the Development corporation Act of 1979, Article 5190.6, Vernon's Texas Civil statutes, as amended (the "Act"). Section 2. Conditions Precedent to Obligations. The Corporation shall not issue tions unless: Issuance of any obliga- (ll The city Council (the "Governing Body" l of the city of Schertz (the "city") has approved by resolution, adopted no more than 60 days prior to the date of delivery of the obligations, any resolution of the Corporation providing for the issuance of the obligations; and (2) The Texas Industrial Commission, or the executive director thereof, has approved the contents of any lease, sale or loan agreement made by the Corporation under the Act in connec- tion wi th the issuance of obligations by affirmatively finding that the project sought to be financed is in furtherance of the public purposes of the Act. section 3. Books and Records; Approval of Programs and Financial Statements. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors (the "Board of Directors"} and committees having any of the authority of the Board of Directors. All books and records of the corporation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and at all times the Governing Body will have access to the books and records of the corporation. The city shall be entitled to approve all programs and expenditures of the Corporation and annually review any financial statements of the Corporation. Section 4. Nonprofit Corporation. The Corporation shall be a nonprofit corporation. No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any of its directors or officers of any individual, firm or corporation, except that in the event the Board of Directors shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the Corporation issued to finance all or part of the cost of a project, then any net earnings of the corporation thereafter accruing with respect to said project shall be paid to the city. ARTICLE II BOARD OF DIRECTORS Section 1. Powers, Number and Term of Office. The property and affairs of the corporation shall be managed and controlled by the Board of Directors and, subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws, the Board of Directors shall exercise all of the powers of the corporation. The Board of Directors shall consist of :three (31 directors, each of whom shall be appointed by the Governing Body. The directors constituting the first Board of Directors shall be those directors named in the Articles of Incorporation, each of whom shall serve for a term estab- lished in the Articles of Incorporation or until his or her successor is appointed as hereinafter provided. Subsequent directors' shall hold office for a term established by the Governing Body or until their successors are appointed by the Governing Body. Any director may be removed from office, by the Governing Body, for cause or at will. Section 2. Meetings of Directors. The directors may hold their meetings at such place or places in the State of Texas, as the Board of Directors may from time to time determine; provided, however, in the absence of any such -2- determination by the Board of Directors, the meetings shall be held at the registered office of the Corporation in the state of Texas. Section 3. Regular Meetings. Regular Meetings of the Board of Directors shall be held without the necessity of notice at such times and places as shall be designated, from time to time, by resolution of the Board of Directors. Section 4. Special Meetinqs. Special Meetings of the Board of Directors shall be held whenever called by the president, by the secretary, by a majority of the directors for the time being in office or upon advice or request by the Governing Body. The secretary shall give notice to each director of each Special Meeting in person, or by mail, telephone or telegraph, at least two (2) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the pUrposes of the Corporation may be considered and acted upon at a Special Meeting. At any meeting at which every director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon. Section 5. Quorum. A maj ori ty of the directors fixed by the Articles of Incorporation shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. The act ofa majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law. of the purposes order as determine. Section 6. Conduct of Business. At the meetings Board of Directors, matters pertaining to the of the Corporation shall be considered in such from time to time the Board of Directors may At all meetings of the Board of Directors, the president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. The secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. -3- Section 7. Executive Committee. The Board of Directors, by resolution passed by a majority of the directors in office, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except where action of the Board of Directors is specified by law. The executive committee shall act in the manner provided in such resolu- tion. The executive committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation, and shall report the same to the Board of Directors from time to time. Section 8. Compensation of Directors. Directors as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE III OFFICERS Section 1. Titles and Term of Office. The officers of the Corporation shall be chosen by the Board of Directors. The officers shall be a president and a vice president, who shall be members of the Board of Directors, and a secretary and a treasurer, who mayor may not be members of the Board of Directors, and such other officers who mayor may not be members of the Board of Directors, as the Board of Directors may from time to time elect or appoint. The Board of Directors shall elect or appoint such officers at its first meeting and at the first meeting of fiscal year in each alternate year thereafter. One person may hold more than one office, except that the president shall not hold the office of secretary. Officers of the Corporation shall serve for a term of two years or until their successors are chosen and qualified in their stead. All officers shall be subject to removal office, with or without cause, at any time by a vote majority of the entire Board of Directors. from ofa A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. -4- Section 2. Powers and Duties of the President. The president shall be the chief executive officer of the Corporation and, subject to the Board of Directors, he shall be in general charge of the properties and affairs of the Corporation; he shall preside at all meetings of the Board of Directors; in furtherance of the purposes of the Corporation, he may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. Section 3. Vice President. The vice president shall have such powers and duties as may be assigned to him by the Board of Directors and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the perfor- mance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 4. Treasurer. The treasurer shall have custody of all the funds and securities of the Corporation which come into his hands. When necessary or proper, he may endorse, on behalf of the Corporation, for collection, checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors; he may sign all receipts and vouchers for payment made to the Corporation, ei ther alone or jointly with such other officer as is designated by the Board of Directors; whenever required by the Board of Directors, he shall render a statement of his cash account; he shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose full and accurate accounts of all monies received and paid out on account of the Corporation; he shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors; he shall, if required by the Board of Directors , give such bond for the faithful discharge of his duties in such form as the Board of Directors may require. Section 5. Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; he shall attend to the giving and serving of all notices; in furtherance of the purposes of this Corporation, he may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments -5- of the Corporation; he shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities of which the treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection upon application at the office of the Corporation during business hours, and he shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors. Section 6. Compensation. Officers as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE IV PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS Section 1. become effective only events: Effective Date. These Bylaws shall upon the occurrence of the following (1) the approval of these Bylaws by the Governing Body; and (2) the adoption of these Bylaws by the Board of Directors. Section 2. Amendments to Articles of Incorpora- tion and Bylaws. The Articles of Incorporation may at any time and from time to time be amended, provided that the Board of Directors files with the Governing Body a written application requesting that the Governing Body approve such amendment to the Articles of Incorporation, specifying in such application the amendment or amendments proposed to be made. If the Governing Body by appropriate resolution finds and determines that it is advisable that the proposed amend- ment be made, authorizes the same to be made and approves the form of the proposed amendment, the Board of Directors shali proceed to amend the Articles as provided in the Act. The Articles of Incorporation may also be amended at any time by the Governing Body at its sole discretion by adopting an amendment to, the Articles of Incorporation of the Corporation by resolution of the Governing Body and delivering the Articles of Amendment to the Secretary of State as provided in the Act. -6- I j. These Bylaws may be amended by majority vote of the Board of Directors with the written approval of the Governing Body as provided above. The Bylaws may also be amended by the Governing Body as provided above. Section 3. Interpretation of Bylaws. These Bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the pUrposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the applica- tion of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected thereby. ARTICLE V GENERAL PROVISIONS Section 1. Principal Office. office of the Corporation shall be located of Schertz, Texas. The principal wi thin the City The Corporation shall have and continuously main- tain in the State of Texas (the "State") a registered office, and a registered agent whose business office is identical with such registered office, as required by the Act. The registered office may be, but, need not be, identical with the principal office in the State, and the address of the registered office may be changed from time to time by the Board of Directors, pursuant to the requirements of the Act. Section 2. Fiscal Year. The fiscal, year of the Corporation shall commence October 1 and end the following September 30 Section 3. Seal. The seal of the Corporation shall be as determined by the Board of Directors. Section 4. Notice and Waiver of Notice. Whenever any notice whatsoever -is required to be given under the provisions of the Act, the Articles of Incorporation or these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the -7- books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at nor the PUrpose of any Regular or Special Meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless required by the Board of Directors. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 5. Resiqnations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take. effect at the time specified therein, or, if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 6. Action Without a Meeting of Directors or Committees. Any action which may be taken at a meeting of the Board of Directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Secretary of State, the Texas Industrial Commission or any other person. Section 7. Approval or Advice and Consent of the Governinq Body. To the extent' that these Bylaws refer to any approval by the City or refer to advice and consent by the ci ty, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the Governing Body. Section 8. Orqanizational Control. The city may, at its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation (including the power to terminate the Corporation), subject to any limitation on the impairment of contracts entered into by such Corporation. -8- Section 9. Dissolution of the Corporation. Upon dissolution of the Corporation, title to or other interests in any real or personal property owned by the Corporation at such time shall vest in the City. -9- #. . ""- PETITION FOR CREATION OF SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION We, the undersigned natural persons and qualified electors of the city of Schertz (the "unit"), each of whom is at least eighteen years of age, hereby request the city council (the "Governing Body") of the unit to authorize and approve by resolution, pursuant to the Development Corpora- tion Act of 1979, Article 5l90.6, Vernon's Texas Civil statutes, as amended (the "Act"), the creation of the SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION (the "Corporation") to act on behalf of the Unit in the promotion and development of industrial and manufacturing enterprises to promote and encourage employment and the public welfare and to finance projects as defined in the Act. We further request that the Governing Body approve the Articles of Incorporation to be used in organizing the Corporation and the Bylaws to be used in governing the internal affairs of the Corporation substantially in the forms as attached hereto and made a part hereof for all purposes. ll6 Richardson Schertz, Texas 7Bl54 602 Brooks Schertz, Texas 78154 92l Antler Drive Schertz, Texas 78154 THE STATE OF TEXAS I I COUNTIES OF GUADALUPE, BEXAR AND COMAL I I, the undersigned, a certify that on this 2lst day of personally appeared before me: Roy W. Richard Notary Public, September do hereby ,19]1., George M. Barnard Cris Frias who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing petition as incorporators, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. cf2g~p ~7t~ Notary Public 1n and for the State of Texas My Commission Expires: (,- "30 -f?1 (SEAL) -2- ..' ARTICLES OF INCORPORATION OF SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION THE STATE OF TEXAS t t COUNTIES OF GUADALUPE, BEXAR, AND COMAL t We, the undersigned natural persons, each of whom is of the age of 18 years or more and a qualified elector of the city of Schertz, Texas (the "city"), acting as incorpo- rators of a nonprofit industrial development corporation (the "Corporation") under the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil statutes, as amended (the "Act"), with the approval of the City Council of the City (the "Governing Body") do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE I The name of the Corporation is the SCHERTZ INDUSTRIAL DEVELOPMENT'CORPORATION. ARTICLE II The Corporation is a nonprofit corporation, and is an industrial development corporation under the Act. ARTICLE III The perpetual. duration of the Corporation shall be ARTICLE IV 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 and may issue bonds on behalf of the city are the promotion and development of industrial and manufacturing enterprises to promote and encourage employment and the public welfare, pursuant to the Act and to finance projects as defined in the Act. The Corporation is a constituted authority and a public instru- mentali ty wi thin the meaning of the regulations of the Uni ted States Treasury Department and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to section l03 of the Internal Revenue Code of 1954, as ",. amended, and the Corporation is authorized to act on behalf of the City as provided herein. However, the Corporation is not a political subdivision or political corporation of the State of Texas within the meaning of its constitution and laws, including without limitation, Article III, Section 52, of said constitution, and no agreements, bonds, debts, or obligations of the Corporation are or shall ever be deemed to be the agreements, bonds, debts, or obligations, or the lending of credit, or a grant of public money or thing of value, of or by 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. ARTICLE V The Corporation has no members and is a non stock corporation. ARTICLE VI The Corporation's internal affairs shall be regulated by a set of Bylaws, not inconsistent with the laws of this State, which have been approved by the Governing Body. ARTICLE VII The street address of the initial registered office of the Corporation is City Hall,/ Schertz,' Texas, 78154, and the name of its initial registered agent at such address is Jimmy G. Gilmore, ARTICLE VIII The affairs of the Corporation Shall be managed by a Board of Directors which shall be composed in its entirety of persons appointed by the Governing Body. The number Of directors constituting the Board of Directors of the Corporation is tl1ree, (3). The names and street addresses of the persons who are to serve as the initial directors, and the expiration of their initial terms as directors, are as follows: ' ' NAME ADDRESSES DATE OF EXPlRA~ TIONOF TERM Roy W. Richard 116 Richardson Schertz,- Texas 78154 January 1, 1985 George M. Barnard 602 Brooks Schertz, Texas 78154 921 Antler Drive Schertz,' Texas 78154 January 1, 1985 Cris Frias Ja.nuary 1,' 1985 -2- Each director must be a resident of the City. Each director including the initial directors, shall be eligible for reappointment. Directors are removable by the Governing Body, for cause or at will, and must not be appointed for a term in excess of two (2) years. Any vacancy occuring on the Board of Directors through death, resignation, or otherwise, shall be filled by appointment of the Governing Body to hold office until the expiration of the term for which the vacating director has been appointed. The directors shall serve as such without compensation except that they sball be reimbursed for their actual expenses incurred in the performance of their duties as directors. ARTICLE IX The name and street address Of eaCh inCorporator is as follows: , Name -1\.ddre'ss Roy W. Richard 116 Richardson Schertz, Texas 78Cl54 George M. Barnard 602 Brooks Schertz, Texas 78154 Cris Frias 921 AntCler Drive SChertz,'Texa,s 78154 ARTICLE X The City by resolution of the Governing Body has specificaClly authorized the Corporation to act on its behalf to further the specific public purposes of the promotion and development of industrial and manufacturing enterprises to promote and encourage employment and tbe public we1fare,and to finance projects as defined in" the Act'and'has approved these Articles of Incorp0ration of the Corporation. -3- " ARTI CLE XI The Articles of Incorporation may at any time and from time to time be amended by the Board of Directors or by the Governing Body, subject t.o such restrictions and in accordance with the procedures provided in the Act and s.o long as the Articles of Incorporation as amended contain only such provisions as are lawful under the Act. ARTICLE XII 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, except that in the event the Board of Directors shall determine that sufficient provision has been made for the full payment .of the expenses, bonds, and other obligations of the c.orporation, then any net earnings .of the Corporation thereafter accruing shall be paid to the city. No 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 XIII If the Corp.oration 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 city after satisfaction or provision for satisfaction of debts and claims. IN WITNESS WHEREOF, we have hereunto set our hands this 2lst day of September , 1982. Roy W. Richard George M. Barnard Cr:Ls Fr:Las -4- ~ . . THE STATE OF TEXAS t t COUNTIES OF GUADALUPE, BEXAR AND COMAL t I, the undersigned, a certify that on this 21st day of personally appeared before me: Notary Public, September do hereby ,19Jl], Roy W. Richard George M. Barnard Cris Frias who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing Articles of Incorporation as incorporators, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. Notary Public in and for the State of Texas My Commission Expires: (SEAL) -5- BYLAWS OF SCHERTZ INDUSTRIAL DEVELOPMENT CORPORATION ARTICLE I POWERS AND PURPOSES Section 1. Financing of Industrial Development Projects. In order to implement the purposes for which the Schertz Industrial Development corporation (the "Corporation") was formed as set forth in the Articles of Incorporation, the Corporation shall issue obligations to finance all or part of the cost of one or projects ,as defined in the Development Corporation Act of 1979, Article 5l90.6, Vernon's Texas civil statutes, as amended (the "Act"). Section 2. Conditions Precedent to Issuance of Obligations. The corporation shall not issue any obliga- tions unless: (l) The city Council (the "Governing Body") of the city of Schertz (the "city") has approved by resolution, adopted no more than 60 days prior to the date of delivery of the obligations, any resolution of the Corporation providing for the issuance of the obligations; and (2) The Texas Industrial Commission, or the executive director thereof, has approved the contents of any lease, sale or loan agreement made by the Corporation under the Act in connec- tion wi th the issuance of obligations by affirmatively finding that the project sought to be financed is in furtherance of the public purposes of the Act. Section 3. Books and Records; Approval of Programs and Financial Statements. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors (the "Board of Directors") and committees having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by, any director or his agent or attorney for any proper purpose at any reasonable time; and at all times the Governing Body will have access to the books and records of the Corporation. The city shall be entitled to approve all programs and expenditures of the Corporation and annually review any financial statements of the Corporation. Section 4. Nonprofit Corporation. The Corporation shall be a nonprofit corporation. No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any of its directors or officers of any individual, firm or corporation, except that in the event the Board of Directors shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the Corporation issued to finance all or part of the cost of a project, then any net earnings of the Corporation thereafter accruing with respect to said project shall be paid to the city. ARTICLE II BOARD OF DIRECTORS section 1. Powers, Number and Term of Office. The property and affairs of the Corporation shall be managed and controlled by the Board of Directors and, subject to the restrictions imposed by law" the Articles of Incorporation and these Bylaws, the Board of Directors shall exercise all of the powers of the Corporation. The Board of Directors shall consist of "three (31 directors, each of whom shall be appointed by the Governing Body. The directors constituting the first Board of Directors shall be those directors named in the Articles of Incorporation, each of whom shall serve for a term estab- lished in the Articles of Incorporation or until his or her successor is appointed as hereinafter provided. Subsequent directors shall hold office for a term established by the Governing Body or until their successors are appointed by the Governing Body. Any director may be removed from office, by the Governing Body, for cause or at will. Section 2. Meetings of Directors. The directors may hold their meetings at such place or places in the State of Texas, as the Board of Directors may from time to time determine; provided, however, in the absence of any such -2- determination by the Board of Directors, the meetings shall be held at the registered office of the Corporation in the state of Texas. Section 3. Reqular Meetings. Regular Meetings of the Board of Directors shall be held without the necessity of notice at such times and places as shall be designated, from time to time, by resolution of the Board of Directors. Section 4. Special Meetings. Special Meetings of the Board of Directors shall be held whenever called by the president, by the secretary, by a majority of the directors for the time being in office or upon advice or request by the Governing Body. The secretary shall give notice to each director of each Special Meeting in person, or by mail, telephone or telegraph, at least two (2) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a Special Meeting. At any meeting at which every director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon. Section 5. Quorum. A majority of the directors fixed by the Articles of Incorporation shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. The act ofa majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law. of the purposes order as determine. Section 6. Conduct of Business. At the meetings Board of Directors, matters pertaining to the of the Corporation shall be considered in such from time to time the Board of Directors may At all meetings of the Board of Directors, the president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. The secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. -3- Section 7. Executive Committee. The Board of Directors, by resolution passed by a majority of the directors in office, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except where action of the Board of Directors is specified by law. The executive committee shall act in the manner provided in such resolu- tion. The executive committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation, and shall report the same to the Board of Directors from time to time. Section 8. Compensation of Directors. Directors as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE III OFFICERS Section I. Ti tIes and Term of Office. The officers of the Corporation shall be chosen by the Board of Directors. The officers shall be a president and a vice president, who shall be members of the Board of Directors, and a secretary and a treasurer, who mayor may not be members of the Board of Directors, and such other officers who mayor may not be members of the Board of Directors, as the Board of Directors may from time to time elect or appoint. The Board of Directors shall elect or appoint such officers at its first meeting and at the first meeting of fiscal year in each alternate year thereafter. One person may hold more than one office, except that the president shall not hold the office of secretary. Officers of the Corporation shall serve for a term of two years or until their successors are chosen and qualified in their stead. All officers shall be subject to removal from office , with or without cause, at any time by a vote ofa majority of the entire Board of Directors. A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. -4- Section 2. Powers and Duties of the President. The president shall be the chief executive officer of the Corporation and, subject to the Board of Directors, he shall be in general charge of the properties and affairs of the Corporation; he shall preside at all meetings of the Board of Directors; in furtherance of the purposes of the Corporation, he may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. Section 3. Vice President. The vice president shall have such powers and duties as may be assigned to him by the Board of Directors and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the perfor- mance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 4. Treasurer. The treasurer shall have custody of all the funds and securities of the Corporation which come into his hands. When necessary or proper, he may endorse, on behalf of the Corporation, for collection, checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors; he may sign all receipts and vouchers for payment made to the Corporation, ei ther alone or jointly with such other officer as is designated by the Board of Directors; whenever required by the Board of Directors, he shall render a statement of his cash account; he shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose full and accurate accounts of all monies received and paid out on account of the Corporation; he shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors; he shall, if required by the Board of Directors , give such bond for the faithful discharge of his duties in such form as the Board of Directors may require. Section 5. Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; he shall attend to the giving and serving of all notices; in furtherance of the purposes of this Corporation, he may sign with the president in the name of the Corporation, andjorattest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments" mortgages, notes and other instruments -5- , i I I of the Corporation; he shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities of which the treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection upon application at the office of the Corporation during business hours, and he shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors. Section 6. Compensation. Officers as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE IV PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS Section 1. become effective only events: Effective Date. These Bylaws shall upon the occurrence of the following (I) the approval of these Bylaws by the Governing Body; and (2) the adoption of these Bylaws by the Board of Directors. Section 2. Amendments to Articles of Incorpora- tion and Bylaws. The Articles of Incorporation may at any time and from time to time be amended, provided that the Board of Directors files with the Governing Body a written application requesting that the Governing Body approve such amendment to the Articles of Incorporation, specifying in such application the amendment or amendments proposed to be made. If the Governing Body by appropriate resolution finds and determines that it is advisable that the proposed amend- ment be made, authorizes the same to be made and approves the form of the proposed amendment, the Board of Directors shali proceed to amend the Articles as provided in the Act. The Articles of Incorporation may also be amended at any time by the Governing Body at its sole discretion by adopting an amendment to, the Articles of Incorporation of the Corporation by resolution of the Governing Body and deli vering the Articles of Amendment to the Secretary of State as provided in the Act. -6- These Bylaws may be amended by majority vote of the Board of Directors with the written approval of the Governing Body as provided above. The Bylaws may also be amended by the Governing Body as provided above. Section 3. Interpretation of Bylaws. These Bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent juriSdiction, the remainder of these Bylaws and the applica- tion of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected thereby. ARTICLE V GENERAL PROVISIONS Section I. Principal Office. office of the Corporation shall be located of Schertz, Texas. The principal wi thin the City The Corporation shall have and continuously main- tain in the State of Texas (the "state") a registered office, and a registered agent whose business office is identical with such registered office, as required by the Act. The registered office may be, but, need not be, identical with the principal office in the State, and the address of the registered office may be changed from time to time by the Board of Directors, pursuant to the requirements of the Act. Section 2. Fiscal Year. The fiscal, year of the Corporation shall commence October 1 and end the fOllowing September 30 Section 3. Seal. The seal of the Corporation shall be as determined by the Board of Directors. Section 4. Notice and Waiver of Notice. Whenever any notice whatsoever is required to be, given under the provisions of the Act, the Articles of Incorporation or these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the -7- . books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express PUrpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at nor the PUrpose of any Regular or Special Meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless required by the Board of Directors. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 5. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take-effect at the time specified therein, or, if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 6. Action Without a Meeting of Directors or Committees. Any action which may be taken at a meeting of the Board of Directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Secretary of State, the Texas Industrial Commission or any other person. Section 7. Approval or Advice and Consent of the Governing Body. To the extent' that these Bylaws refer to any approval by the City or refer to advice and consent by the City, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the Governing Body. Section 8. Organizational Control. The City may, at its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation (including the power to terminate the Corporation), subject to any limitation on the impairment of contracts entered into by such Corporation. -8- I I I i i I . Section 9. Dissolution of the Corporation. Upon dissolution of the corporation, title to or other interests in any real or personal property owned by the Corporation at such time shall vest in the City. -9-