HomeMy WebLinkAboutOrdinance 10382CITY OF DALLAS ORDINANCE
NO.
CITY OF FOR,T~ORDINANCE
NO . ~~
AN ORDINANCE PASSED CONCURRENTLY BY THE
CITY COUNCILS, RESPECTIVELY, OF THE CITIES
OF DALLAS AND FORT WORTH, AUTHORIZING AND
APPROVING THE CREATION OF A NON-PROFIT
AIRPORT FACILITY IMPROVEMENT CORPORATION
TO ACT ON BEHALF OF THE CITIES OF DALLAS
AND FORT WORTH, TEXAS.
WHEREAS, the Board of Directors of the Dallas-Fort Worth
International Airport (the "Board") have requested the Cities
of Dallas and Fort Worth, Texas (the "Cities"} to approve the
Articles of Incorporation of the Dallas-Fort Worth
International Airport Facility Improvement Corporation (the
"Corporation") in accordance with the requirements of Article
46d-14, Vernon's Texas Civil Statutes, as amended (the "Act10) ;
and,
WHEREAS, the Cities are duly created Cities of the State
of Texas and are "public agencies" under the Act and are
parties to a joint action agreement executed under the Act.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF DALLAS, TEXAS:
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS:
SECTION 1. That the Articles of Incorporation proposed to be
used in organizing the Dallas-Fort Worth International Airport
Facility Improvement Corporation (copy attached and made a part
hereof for all purposes) are hereby approved.
SECTION 2. This Ordinance may be executed in counterparts, and
when duly passed by both Cities, and separate counterparts are
duly executed by each City, the Ordinance shall be in full
force and effect.
APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS
DAY OF , 1989.
APPROVED AS TO FORM:
Analeslie Muncy, City Attorney,
City of Dallas, Texas
PASSED , 1989
Mayor, City of Fort Worth, Texas
(SEAL)
ATTEST:
City Secretary,
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
City Attorney,
City of Fort Worth, Texas
i
ARTICLES ®F INC®PLP~RATI®N
®F
DALLAS-F®ItT WOItT~I INTEItNATI®NAL AIRP®I~T
FACILITY INIPI~®VEIVIENT CDItI'ORATION
i~lE, T~ IIN®BItSIG~D natural persons, not less than
three in number, each of whom is at least 18 years of age,
and no less than two of which are citizens of the State of
Texas, acting as incorporators of a public instrumentality
and non-profit airport facility financing corporation under
Article 46d Vernon's Texas Civil Statutes, as amended (the
"Act"), with the approval of the governing bodies of the
Cities of Dallas and Fort Worth, Texas which are parties to
a joint action agreement executed pursuant to
Subsection 14 (b) of the Act (the 10Cities°1) , do hereby adopt
the following Articles of Incorporation for the Corporation:
Article ®®e
The name of the corporation is "Dallas-Fort Worth
International Airport Facility Improvement Corporation" (the
"Corporation10) .
Article Two
The Corporation is a non-profit corporation, and is a
non-profit airport facility financing corporation under the
Act.
~°ticle ~r~
The period of duration of the corporation is perpetual.
~rtacle F®ur
The Corporation is organized exclusively for the
purposes of benefiting anc3 accomplishing the public purposes
of, and to act on behalf of, the Cities, and for the
specific purpose of providing financing to pay the costs,
including all direct and indirect costs, capitalized
interest, and reserves therefor, of any of the airport
facilities authorized by Subsection 2(a) of the Act in order
to benefit the operation, ®conomic development or revenue
requirements of the Aallas--Fort Worth International Airport.
In addition to the powers provided ita the Act, the
Corporation shall have all of the aeiditional powers granted
to non-profit corporations by the Texas 23on-Profit
Corporations Act (Article 1396-1.~1 et. seq. Vernon°s Texas
Civil Statutes) and by all other laws applicable to
non-profit corporations. Notwithstanding the foregoing, the
Corporation shall have no power or authority to perform any
act contrary to the then existing and duly adopted
resolutions of the Gallas-Fort Worth International Airport
Board. The Corporation is a constituted authority and a
public instrumentality within the meaning of the regulations
of the United States Treasury Department and the rulings ~of
the Internal Revenue Service prescribed and promulgated
pursuant to the Internal Revenue Code of 1986, as amended,
and the Corporation is authorized to act on behalf of the
2
Cities as provided in these Articles of Incorporation.
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, said
no agreements, bonds, debts or obligations of the Corpora°
tion are or shall ever be deemed to be the agreements,
bonds, debts or obligations, or the lending of credit, or a
grant of public m®ney or thing of value, of ®r by the
Cities, or any other political corporation, subdivision or
agency of the State of Texas, or a pledge of the faith and
credit of any og them.
.uncle Fier
The Corporation has no members and is a non-stock
corporation.
A~r4iele Snac
These Articles of Incorporation may at any time and
from time to time be amended as provided in the Act and
Article 1396-1.®1, et seq., Vernon's Texas Civil Statutes,
as amended (the "Texas Non-profit Corporations Act"), so as
to make any changes therein and add any provisions thereto
which might have been included in the Articles of
Incorporation in the first instance. The members of the
board of directors of the Corporation shall .file, with the
governing bodies of the Cities a written application
requesting approval ®f the amendments to the Articles of
3
Incorporation, specifying in such application the amendments
proposed to be made, such governing bodies shall consider
such application and, if it shall by appropriate concurrent
ordinance duly find and determine that it is advisable that
the proposed amendments be made and shall approve the form
of the proposed amendments, then the board of directors of
the Corporation may amend the Articles of Incorporation by
adopting such amendments at a meeting of the board of
directors and delivering articles of amendment or restated
articles to the Secretary of State as provided in the Texas
Non-profit Corporations Act.
Article Seven
The street address of the initial registered office of
the Corporati®n is 3200 E. Airfield Drive, Dallas-Fort Worth
Airport, Texas 75261, and the name of its initial registered
agent at such address is Debra Sue Singleton.
Aaticfle Ei~t
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 Board of Directors of the
Dallas-Fort Worth International Airport the "Jo].nt Board'°).
Except for the initial number and terms of office set forth
herein, the number of directors and the terms of office of
the directors shall be fixed by the By-laws of the
Corporation. The names and street addresses of the persons
who are to serve as the initial directors and the dates of
4
expiration of their initial terms as directors, are as
follows:
DATE OF
EXPIRATION
OF
NAMES A~,Y~RESSES TERM
Oris W Dunham, Jr 3908 Fox Glen Drive
Ir~ring, TX 75062 9-30-1991
Vernell Sturns 612 Highwoods Trails
Fort Worth, TX 76112 9-30-1991
Richard Petit 3902 Pembrooke Parkway West
Colleyville, TX 76034 9-30-1991
James Ellingsworth 855 East Ash Lane #1708
Euless, TX 76039 9-30-1991
James Chubbuck 10565 Pagewood
Dallas, 1'X 75230 9-30-1991
Each director shall hold office for the term for which he is
appointed and until his successor shall have been appointed
and qualified unless sooner removed or resigned. Each
director, including the initial directors, shall be eligible
for reappointment. Directors are removalale by the Joint
Board for cause or at will. The directors shall serve as
such without compensation except that they ~ha11 be
reimbursed for their actual expenses incurred in, the
performance of their duties as directors. .any vacancy
occurring on the board of directors through death,
resignation or otherwise shall be filled by appointment by
the Joint Board to hold office until the expiration of the
term.
5
Article Nine.
The name and street address of each incorporator are,:
Oris W. Dunham, Jr.
Vernell Sturns
Richard Petit
James Ellingsworth
James Chubbuck
DD~tESS
3908 Fox Glen Drive,
Irving, TX 75062
612 Highwoods Trails
Fort Worth, TX 76112
3902 Pembrooke Parkway West
Colleyville, TX 76034
855 East Ash Lane #1708
Euless, TX 76039
10565 Pag~wood
Dallas, TX 75230
Article e'en
The Cities have specifically authorized the Corporation
by Concurrent ordinance to act on its behalf to further the
public purposes stated in these Articles of Incorporation,
and the Cities have by said Concurrent ®rdinance. approved
these Articles of Incorporation. A copy of said Concurrent
Ordinance is attached to these Articles of Incorporation as
Exhibit A hereto and made a part hereof for all purposes.
Article eleven
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
6
its directors or officers or any individual, firm,
corporation or association, except in reasonable amounts for
services rendered.
~ticle ~vely~
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 ricyhts thereto shall not be transferred to
private ownership, but shall be transferred and delivered to
the Joint Board for the benefit of the Cities in their
respective ownership shares of the Dallas-°Fort -Worth
International Airport under the Contract and Agreement,
dated and effective April 15, 1968, as amended, after
satisfaction or pr®vision for satisfaction of debts and
clai~-s.
~~~~
.,, V
THE STATE OF TEXAS g
COUNTY OF ~
Before• me, a Notary Peablic in and for the above State
of Texas, on this day, personally appeared Oris ti+l. Dunham,
Jr., Vernel Sturns, Richard Petit, James Ellingsworth, James
Chubbuck, who, each being by me first duly sworn, severally
declared that they are the persons who signed the foregoing
documents as incorporators, and that the statements therein
contained are tnae.
Given under my hand and, seal of office this day
of ,, A.D. 1989.
1
Notary Public, State of Texas
My Commission Expires
(SEAL)
~~t
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t~-w•r
RECOh1P1ENDATION
suB.iECT ADOPTION OF ORDINANCE APPROVING ~ PAGE
ARTICLES OF INCORPORATION OF DFW AIR- ,of 1
It is recommended that the City Council adopt the attached ordinance
approving the Articles of Incorporation of the DFW Airport Facility
Improvement Corporation.
DISCUSSION
The Board of Directors of Dallas-Fort Worth International Airport has
requested that the cities of Fort Worth and Dallas approve the Articles of
Incorporation of the Dallas-Fort Worth International Airport Facility
Improvement Corporation in accordance with the requirements of Article 46-d,
Vernon's Civil Statutes, as amended.
The requested action would approve the creation of a nonprofit airport
facility improvement corporation under Subsection 14(b) of Article 46-d. The
corporation would be utilized to provide financing for the cost of airport
facilities such as real and personal property, buildings and equipment
related to servicing aircraft or for the accommodation of air travelers,
which would benefit the operation, economic development or revenue
requirements of DFW International Airport. No agreements, bonds, debts or
obligations of the corporation would ever be deemed to be obligations of the
cities of Fort Worth or Dallas or a pledge of their credit.
The Board of Directors of the corporation would be composed of five persons
appointed by the DFW International Airport Board. The initial Directors
would be Oris W. Dunham, Jr., Vernell Sturns, Richard Petit, James
Ellingsworth and James Chubbuck.
DAI i/6
Attachr~ent
APPROVED BY
CITY COUNCIL
SE ~ 5 ~s8s
City Secretary of the
City of Pon Worth, Texa•
SUBMITTED FOR T.HE
CITY MANAGER'S
OFFICE BY
ORIGINATING
DEPARTMENT HEAD
David Ivor
Wade Adkins
DISPOSITION BY COUNCIL.
^ APPROVED
^ OTHER (DESCRIBE)
PROCESSED BY
CITY SECRETARY
FOR ADDITIONAL INFORMATION Ad~p#ed Ordinance No ~~
CONTACT lel ~ r~ Ir i n c ~ F. n n ~ DATE