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HomeMy WebLinkAboutResolution 2689\i, CITY OF DALLAS RESOLUTION NO ~ ~ ~ ~ $~ CITY OF FORT WORTH RESOLUTION NO ,Z 6~ ~ A RESOLUTION PASSED CONCURRENTLY BY THE CITY COUNCILS, RESPECTIVELY OFTHE CITIES OF DALLAS AND FORT WORTH, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF A NONPROFIT AIRPORT FACILITY FINANCING 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 ') has requested the Cities of Dallas and Fort Worth, Texas (the `Cities") to approve the Articles of Incorporation of the Dallas-Fort Worth International Airport Public Facility Improvement Corporation (the `Corporation') in accordance with the requirements of Section 22.151 et seq Transportation Code, as amended (the Act") and WHEREAS, the Cities are duly incorporated home rule Cities of the State of Texas and are `public agencies" under the Act that are parties to ajoint-action agreement executed pursuant to Section 22.072, Trans,~ortation Code, as amended; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS Section 1 That each City hereby authorizes the incorporation of the Corporation as a nonprofit airport facility financing corporation pursuant to the Act. Section 2. That the Articles of Incorporation proposed to be used in incorporating and organizing the Dallas-Fort Worth International Airport Public Facility Improvement Corporation, a copy of which is attached to this Concurrent Resolution as Exhibit A and made a part hereof for all purposes, are hereby approved. Section 3 This Concurrent Resolution maybe executed in counterparts, and when duly passed by both Cities, and separate counterparts are duly executed by each City this Concurrent Resolution shall be in full force and effect. DFw3oomao3 :ODh1A\MHODMA1Dallas:42U612;3 11/16/00:5:22PM APPROVED AND PASSED BY TIE DALLAS CITY COUNCIL THIS , 2000. A~P PROVED AS TO FORM. 1L /1~7L'~E?11~F ~ ~ohnSo~ , ~ ~/ ~~7IDtY1~'~ ~~'f ity Attorney City of Dallas, P.A,SSED ~'~'Z'HE FORT WORTH CITY COUNCIL THIS .~~ 2000. Mayor, City of Fort Worth, Texas [SEAL ATTEST • ~ ~tl' ~~ City czetary City of Fort Worth, Texas D ~ C ~. 3.2000 ,AS'Z'O FORMAND LEGALI'T'Y City Attorney, City of Fort Worth, APpAC~uEO 9Y CITY COUNCIL ~~~ ~~~ ~~ City Secretary DFW300/Ii003 :O D M A\MHO D Mn\Dn11~~4~6 S 2;3 1U16/T1D:522PM 2 E~IB]ET A ARTICLES OF INCORPORATION OF DALLAS-FORT WORTH INTERNATIQNAL AIRPORT PY7BLIC FACILITY IMPROVEMENT CORPORATION WE, THE UNDERSIGNED natural persons, not less than three in number each of whom is at least 19 years of age, acting as incorporators of a public instrumentality and nonprofit airport facility financing corporation under Section 22.151 et seq Transportation Code, as amended (the "Act"), with the approval of the governing bodies of the Cities of Dallas and Fort Worth, Texas (the "Cities"), as parties to a j oint action agreement, entitled "Contract and ,~greenaent, as amended (the Joint Agreement"), dated April 15 1968, and executed pursuant to Section 22.072, Transportaho>n Code, as amended, do hereby adopt the following Articles of Lncorporation for the corporation. ARTICLE ONE • The name of the corporation is "Dallas-Fort Worth Intematioiial Auport Public Facility Improvement Corporation" (the `Corporation"). ARTICLE Two The Corporation is anon-profit corporation, and is a nonprofit airport facility ~inancu~g corporation under the Act. ARTICLE THREE Subject to the powers of .the Cities provided in Section 22.159 of the Act, the penod of duration of the Corporation is perpetual. ARTICLE FOUR (a} The purposes of the Corporation shall be to finance, plan, develop, construct, equip, own, renovate, repair, improve, maintain and/or operate one or na,ore public facilities (the "Public 1~ acilities") that are located'within the boundaries of the Dallas-Fort Worth Ynternational Airport (the "Airport"). The Corporation shall not undertake the implementation of any activity relating to the Airport or its facilities, or the issuance of bonds, notes, or other obligations, unless the activity relates to a Public Facility that the City Council of each of the Cities and the Dallas-Fort North International Airport Board (the Joint Board") have approved and have found to be either • 1 :ODMAV.4dODAtA1D.ll+ca 20A6a;Y ;7Ja71~; I w9PM • (i) a building or facility for t]te comfort and accommodation of air travelers, including a facility connnionly found and provided at an airport, pursuant to Section 22.011(b)(1)(D), Transportation Code, as amended, including hotels, inns, or similar establishments that provide lodging, meals, entertainment, and/or vanous personal services, or (ii) facilities that are beneficial to the operation or economic development of the Airport and to the development and general diversification of the economy pursuant to Section 22.012, Transportation Code, as amended. (b) In fulfilling its corporate purposes, and in exercising its corporate powers, duties and operations, the Corporation is acting on behalf of the Cities and for their benefit and to accomplish their public purposes, as then duly constituted nonprofit airport farihty financing corporation, an authority and public uzstriimentality of the Cities pursuant to the Act and undez and within the meaning of, the applicable regulations of the United States Treasury Department and the pilings of the Internal Revenue Service of the Ututed States prescribed and promulgated undez and pursuant to the Internal Revenue Code of 1986, as amended. (c) The Corporation has and shall have the power and authority (i) to take any action that is necessary or appropriate in connection with planning, financing, developing, constructing, equipping, owning, operating, renovating, repairing, improving, end maintaining the Public Facilities and that are not inconsistent with or in violation of the rules, regulations and requirements of the Joint Board, or with applicable law and (ii) to provide and obtain financing and refinancing from tune to time ofany Public Facilities that are approved by the Cities and the Joint Board, through the issuance of bonds, notes and other forms of debt instruments or obligations, sufficient in amount to pay the direct and indirect costs thereof, capitalized interest, operating fund requirements forpenods pernutted by law acid to create reserves therefor provided, however, that, prior to the consummation of the sale and delivery of any of such bonds, notes, or other forms of debt instruments or obligations, the Corporation shall obtain the approval thereof, and of any related acid supporting contracts or agreements with other parties, by file mint Board and by the City Council of each of the Cities_ (e) l'n addition to the powers and authority expressly granted to the Corporation by the Act and herein, the Corporation shall have and may exercise all of the powers granted to non-profit corporations by the Texas Non-Profit Corporation Act, Article 1396-1.01 et seq Vernon's Texas Civil Statutes, as ameztded, and by all other laws applicable to non-profit corporations (the "Non-Pro .fit Act"). (f) Legal title to the properties, facilities, and assets that are financed, constructed, purchased, or otherwise acquired by the Corporation may be placed or vested in the Corporation and/or xn the Joint Boazd, to the extent and as provided in agreements executed between the Corporation and the Joint Board or in contracts, agreements, resolutiozis, or other documents related to the issuance of bonds, notes or other forms of debt instruments or obligations issued by the Corporation to provide such financing. I~owever, the legal title to all land at the Airport, and the equitable title to all properties, facilities, and assets that may be financed ar acquired by the • ;oDM,~1Z.fHODMA~Dd4~;~1006B;e la/OTlOD:1:49PAt 2 • Corporation, sball be and shall always rerztain in the Cities in accordance with and subject to the Joint Agreement, (g) It is specifically arad expressly provided that, except for such portion of the revenues of the Auport as the Joint Board may expressly pledge to the financing or operations of the Corporation, if any, the actions, activities, assd operations of the Corporation shall never create a liability of or against, and the contracts, agreements, bonds, noses, or other debt instruments or obligations of the Corporation are not and shall never be deemed to be or consntute the agreements, bonds, notes, or other debt instruments or obligations of or by the Cities or the Joint Board, or of or by any othex political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of aay of them, ARTICLE FIVE The Corporation has no rnenabers and is a non-stock corporation. ARTICLE SIX These Articles of Incorporation may be amended ui either one of the methods prescribed in this Article. (a) The Joint Board shall have the power to propose amendments to these Articles of • Incorporation by making application to the Cities requestuig approval of the proposed amendments. If the Cities, by concurrent order, ordinance, or resolution, shall approve the same, then the board of directors of the Corporation shall take such steps as may be required by the Nori-Profit Act to amend these Articles of Incorporation according to such proposal and approval. (b} Pursuant to the powers of the Cities contained in Section 22.1 S 9 of the Act, the Cities, by concurrent ordinance, order or resolution,, may initiate amendments to these Articles of Incorporation by directing the members of the board of directors of the Corporation to do so. Upon z'eceipt of any such direction, the members of the board of directors shall take such steps as may be required by the Non-Profit Act to amend these Articles of Incorporation according to such directions. (c) The board of directors of the Corporation shall not have any power to amend these Articles of Incorporation except in accordance with one of the procedures established m pazagraph (a) or (b) of this Article. ARTICLE SEVEN The street address of the initial registered office of the corporation is 3200 East Airfield Dnve, Dallas-Fort Worth Airport, Texas 75261 and the name of its initial registered agent at such address is Gary Keane, General Counsel. ;ODMAVy4{ODMA~Dalfui1o066,~8 tymroo: i:a9rM 3- ARTTCI.E EIE~H'f (a) 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 Joint Board. (b) Except for the initial number and terms of office set forth herein, the number of directors and the tenns of office of the directors shall be fixed by the Bylaws of the Corporation. All other matters pertaining to the governance of the Corporation shall be governed by the Bylaws, to the extent that the Bylaws are not inconsistent with these Articles of Incorporation, any applicable law or any rules, regulations, or resolutions of the Joint Board, except that every' meeting of the board of directors of the Corporation shall be posted in the same manner as is required for meetuigs of the Joint Board by Chapter 551 Government Code, as amended £ror~n time to time. (c) The names and street addresses of the persons who are to serve as the initial directors and the dates of expiration of their initial terms as directors, are as follows: DATE OF EXPXRATION NAMES ADDRESSES O~_~ Jeff Fegan 3200 East Airfield Dnve January 1, 2003 DFW Airport, Texas 75261 Kevin Cox ~ 3200 East Airfield Dnve DFW Aar on T 75261 January 1 2003 . p , exas 'Vernon Evans 3200 East Airfield Drive January 1 2003 DFW Airport, Texas 75261 Patrick Crleason 3200 East Airfield Dnve January 1, 2003 DFW Airport, Texas 75261 Tracy Thompson 3200 East Airfield Drive January 1, 2003 DFW Airport, Texas 75261 Each director shall hold office for the term for which the director is appointed and until a successor shall have been appointed and qualified unless sooner removed or unless the director sooner resigns. Each director, including the initial directors, shall be eligible for reappointment, Directors are removable by the Joint Board for cause or at will. The directors shall serve as such without compensation except that they shall be reimbursed for then actual expenses incurred in the performances of their duties as directors. Any vacancy occunring 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 o£ such term. • :ODMnUW IoDMA~D~I~e;~amce;a ~~ lSN7loo• 149PM ARTICLE NINE The name and street address of each incorporator are as follows;, NAME ADDRESS Jeff Fegan 3200 East Airfield Drive DFW Auport, Texas 75261 Kevux. Cox 3200 East Airfield Dnve DFW Airport, Texas 75261 Vernon Evans 3200 East Airfield Dnve DFW Airport, Texas 75261 Patrick CTleason 3200 East Airfield Drive DFW Airport, Texas 75261 Txacy Thompson 3200 East Airfield Dnve DFW Auport, Texas 7,5261 ARTICLE TEN The Cities, by concurrent resolution, have specifically authonzed the Corporation to act on their behalf to further the public purposes stated in these Articles of T;icorporation, and the Cities have approved these Articles of Incorporation. A copy of said concurrent resolution is on I"ile among the permanent public records of each of the Cities and of the Joint Board. ARTICI:E ELEVEN (a} No di~ndends 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 the benefit of its directors or officers, or any individual, private firm, or private corporatlon or association, except in reasonable amounts for services rendered, As required by Section 22.158 of the Act, after sufficient provision has been-made for the full payment of the expenses, bonds, notes, debt instruments and other obligations of the Corparation, any such net eamuigs shall be paid solely to the Joint Boazd for the benefit of the Cities in their respective ownership shares of the Auport in accordance with the Jomt Agreement, and, at the sole option, and discretion of the Joint Board or the Cities, the Corporation maybe dissolved, and all of the rig~it, title, and interests in the property and assets of the Corporation, of every nature or kind, shall be transferred and conveyed to the 3oint Board for the benefit of the Cities under the Joint Agreement, (b} 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, persotzal. or muted, such funds or pmperty or rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the Joint Board .ODLfA1NG{ODMAIWIIKdTA06~;8 IT/07/m;1:~9PM 5' for the benefit of the Cities in their respective ownership shares of the Airport under the Joint Agreement, after satisfaction or provision for satisfaction of all debts and claims. ARTICY.E TWELVE (a) A duector of the Corporation shall not be liable to the Cozporatioil for monetary damages for any act or omission iri the director's capacity a5 a director, except that this Article does riot eliminate or limit the liability of a director for' (i) a breacki of a director's duly of loyalty to the Corporation, (ii} an act oz' omission not in good faith or that constitutes a breach of duty of the director to the Corporation or an act or omission that itivoives ~untennonal zzusconduct or a knowing violation of the law; (iii) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken withia the scope of the director's office; or {iv) an act or omission for which the liability of a director is expressly provided for by an applicable law (b} If the Act or the Non-Profit Act is amended to authonze action further eliminating • or limiting the personal liability of directors, then the liability of the directors of the Corporation shall be eliminated or limited to the fullest extent permitted by such statutes, as so amended. Any repeal or amendment of such statutes or of the foregoing paragraph shall not adversely affect any nght of protection of a director of the Corporation existing at the time of such repeal or modification. ARTICLE THIRTEEN The Corporation rriay indemnify a person who was, is, or is threatened to be made a named defendant or respondent is litigation or other proceedings because the person is or was a duector or other person related to the Corporation as provided by the provisions in the Non~Profit Act governing indemnification. As provided in the Bylaws, the board of directors of the Corporation shall have the po~+er to define the requirements and limitations for the Corporation to indemnify directors, officers, or others related to the Corporation. Jeff ]vegan Kevin Cox • :ODMAUI4{OpMA~D.Ilu;42oo6S;8 Vernon Evans Patrick Gleason Tracy Thompson INCORPORATORS • THE STATE OF TEXAS COUNTY' OF DALLAS Befoxe m,e, a Notary Public in and for the above State of Texas, on this day personally appeared Jeff Fega.n, Keen Cox, Vernon Evans, Patrick Gleason and Tracy Thompson, who, each being by me first duly sworn, severally declared that they a;e the persons who signed the foregoing document as incorporators, and that the statements therein contained are flue. Given under my hand and seal of office this day o£ , 2000 Notary Public, State of Texas My Comtrussion Expires • :ODMwV~{OnMA1Da1 W;61a068;8 12N7/00:1:49PM ~$~