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HomeMy WebLinkAboutResolution 2230No zz3o ~,-- RESOLUTION AUTHORIZING AND APPROVING THE CREATION OF A HIGHER EDUCATION FINANCE CORPORATION TO ACT ON BEHALF OF THE CITY OF FORT WORTH, TEXAS, AND APPROVING ARTICLES OF INCORPORATION AND BYLAWS WHEREAS, the City of Fort Worth, Texas (the 'City") is a duly created municipal corporation and political subdivision of the State of Texas created and established under the Constitution and laws of the State of Texas. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS Section 1 That, the govenung body of the City has found and determined, and hereby finds and determines, that it is in the public interest and to the benefit of its inhabitants that a higher education finance corporation be created to promote the public purposes of aiding institutions of higher education in providing educational facilities and housing facilities and facilities incidental, subordinate, or related thereto or appropriate in connection therewith, consistent vtnth the provisions of Chapter 53 Texas Education Code, and hereby orders that such higher education finance corporation be created, with such higher education finance corporation to be known as the 'FW Higher Education Finance Corporation (the "Corporation') Section 2 That, the City Council of the City hereby approves the Articles of Incorporation and the Bylaws proposed to be used in organizing the Corporation, which are attached to this Resolution and made a part hereof for all purposes, and the initial directors named in said Articles of Incorporation shall be deemed to have been appointed, and are hereby appointed, as the initial directors by the City Council Section 3 That this Resolution shall become effective immediately upon its adoption. The City Manager is hereby authorized to take such steps as shall be necessary to file the Articles of Incorporation with the Secretary of State of the State of Texas to effect the creation of the Corporation. ARTICLES OF INCORPORATION OF FW HIGHER EDUCATION FINANCE CORPORATION Pursuant to Section 53 35(b), Texas Education Code, as amended (the Act"), we, the undersigned natural persons, acting on behalf of and as directed and ordered by the City of Fort Worth, Texas (the "City"), as incorporators of a nonprofit corporation under the Act, do hereby adopt the following Articles of Incorporation therefor _ ARTICLE I The name of the corporation is FW HIGHER EDUCATION FINANCE CORPORATION ARTICLE Ii The Corporation is a nonprofit corporation created under the Act by order of the governing body of the City pursuant to the Act. ARTICLE III The duration of the Corporation is perpetual, subject to dissolution as herein provided. ARTICLE IV The Corporation is organized solely and exclusively, for the purpose of aiding nonprofit institutions of higher education in providing educational facilities and housing facilities and facilities which are incidental, subordinate, or related thereto or appropriate in connection therewith in accordance vv~th and subject to the provisions of the Act, all to be done on behalf of the City and as rts duly constituted authority and instrumentality The Corporation shall have and may exercise all powers granted under the Act, except as such powers are limited by these Articles of Incorporation or by the bylaws of the Corporation. ARTICLE V The Corporation shall have no members and is a nonstock corporation. ARTICLE VI The street address of the initial registered office of the Corporation is 1000 Throckmorton, Fort Worth, Texas 76102, and the name of the initial registered agent at such address is James R. Keyes. U ARTICLE VII All powers of the Corporation shall be vested in a board of directors consisting of not less than seven pore more than eleven directors, as may be fixed by the bylaws of the Corporation, each of whom shall be appointed by the governing body of the City Each director shall serve for a term of two years or until his or her successor is appointed by the governing body of the City No officer or employee of the City is eligible for appointment as a director Directors are not entitled to compensation for services but are entitled to reimbursement for expenses incurred in performing such services. Any director may be removed from office at any time, with or without cause, by written resolution of the governing body of the City All vacancies, from whatever cause, shall be filled by the governing body of the City ARTICLE VIII All matters pertaining to the internal affairs of the Corporation shall be governed by the bylaws of the Corporation, so long as such bylaws are not inconsistent with these Articles of incorporation, the Constitution of the State of Texas, or the Act. ARTICLE IX The number of director constituting the initial board of directors is seven. The names and addresses of the initial directors are: NAME ADDRESS Tim Carter 2913 Simondale Drive Fort Worth, Texas 76109 Elizabeth Moore 5533 Charlott Fort Worth, Texas 76112 Joe Ralph Martinez 3213 Edith Lane Fort Worth, Texas 76112 Louise Appleman 3855 Bellaire Circle Fort Worth, Texas 76109 Tom Rogers: 3821 Summercrest Drive Fort Worth, Texas 76109 Rick ~Piersall 6225 Monterrey Drive Fort Worth, Texas 76112 • Estrus Tucker 3304 Lake Como Drive Fort Worth, Texas 76107 ARTICLE X The names and street addresses of the incorporators are NAME Kenneth Barr Bill Meadows Jim Lane ADDRESS 1000 Throckmorton Fort Worth, Texas 76102 1000 Throckmorton _ Fort Worth, Texas 76102 1000 Throckmorton Fort Worth, Texas 76102 ARTICLE XI On November 5 1996 the governing body of the City duly adopted an ordinance ordering the creation of the Corporation, approving the form of these Articles of Incorporation, and authorizing the Corporation to act on its behalf and as rts duly constituted authority and instrumentality to further the public purposes provided m the Act, in the ordinance, and in these Articles of Incorporation. ARTICLE XII These Articles of Incorporation may at any time and from time to time be amended by either of the following methods. (1) the members of the board of directors of the Corporation may file with the govermng body of the City a written application seeking permission to amend these Articles of Incorporation, specifying m such application the amendment proposed to be made, and if the governing body finds and determines that it is advisable that the proposed amendment be made and approves the form and substance of the amendment and authorizes the same to be made, then the board of directors of the Corporation may amend these Articles of Incorporation by adopting such amendment and delivering articles of amendment to the Secretary of State; or (2) the governing body of the City may in its sole discretion, and at any time, adopt an amendment to these Articles of Incorporation and direct the board of directors to amend the same whereupon the board of directors shall amend the same by filing articles of amendment with the Secretary of State. ARTICLE XIII The Corporation shall be a nonprofit corporation, and no part of its net earmngs remaimng after payment of its expenses, bonds, or other obligations shall ever inure to the benefit of any individual, firm, or corporation, except that in the event 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 cari-ymg on propaganda, or otherwise attempting to influence legislation, and rt shall not participate or intervene m (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE XIV (a) In addition to the power to amend these Articles of Incorporation, as provided elsewhere herein, the governing body of the City may in its sole discretion, and at any time, alter or change the structure, organization, programs, or activities of the Corporation or terminate and dissolve the Corporation, subject only to any limitations provided by the respective constitutions and laws of the State of Texas or of the United States prohibiting the impairment of contracts entered into by the Corporation. ___ (b) If the board of directors shall determine that the purposes for which the corporation was formed have been substantially accomplished and that all expenses, bonds, and other obligations theretofore issued or incurred by the Corporation have been fully paid or payment provided for the members of the board of directors shall, upon receipt of the approval of the governing body of the City thereupon dissolve the Corporation in the manner provided by law subject to the same iimrtations provided in paragraph (a) of this Article XIV pertatmng to dissolution directed by the City (c) If the Corporation ever should be dissolved whether instituted by the governing body of the City or by the board of directors, all interests in any funds or property of any kind, real, or personal, or Waxed, shall be transferred and delivered to the City after satisfaction has been made of all debts and claims against the Corporation. (d) The initial bylaws of the Corporation and all amendments thereto, substitutes therefor and repeals thereof shall be subject to the approval of the governing body of the City IN WITNESS WHEREOF we have hereunto set our hands this Incorporator ~ Incorporator • • CITY MANAGER'S CERTIFICATE THE UNDERSIGNED City Manager of the City of Fort Worth, Texas, hereby certifies that pursuant to the specific provisions of Section 53 35(b), Texas Education Code, as amended, the referenced Corporation was ordered created by the City Council, the governing body of sand City on the date stated in Article XI of the above foregoing Articles of Incorporation pursuant to the resolution therein described, that said Articles of Incorporation axe those which were approved by said resolution, and that a true and correct copy of said resolution is on file among the permanent records of said City Council and City TO CERTIFY WHICH, witness my hand and the seal of said City the 0.+~ ' ~ n..f sx~ f U '•7/'~~s~ ~ (SEAL) ~ .-,~J ~,'%~ ~~•, ~ _ ,~ ~:. A ,~ f ~. # _ City Manager City of Fort Worth, Texas • STATE OF TEXAS COUNTY OF TA.,RRANT I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on the f'Zi day of~]~, 1996, personally appeared before me Kenneth Barr Jim Lane, Bill Meadows who, being by me first duly sworn, declared that he is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF I have hereunto set my hand and seal the date and year above wntten. aot-•p~p~ ~ GL®~aA P~AR2SfAN '~~ NOTARY PUBLIC ~'~.o~~~+~y State of Texas Comm Exp 04,02 98 My Commission Expires '7'- ~ - ~~ (SEAL) otary Public, State of Texas BYLAWS OF FW HIGHER EDUCATION FINANCE CORPORATION ARTICLE I POWERS AND PURPOSES Section 1 1 Financin og f Pro~ects._In order to implement the purposes for which the FW Higher Education Finance Corporation (the "Corporation') was formed, as set forth in the Articles of Incorporation, the Corporation may issue bonds, notes, or other obligations (referred to in these Bylaws as obligations') to finance all or part of the cost of one or more projects pursuant to the provisions of the Section 53 35(b), Texas Education Code, as amended (the Act") Section 1.2 Use of Obligation Proceeds. The proceed of any obligations of the Corporation shall be used solely for secular purposes. Section 1 3 Annroval by the City of Issuance of Obligations The Corporation will only issue its notes, bonds, and other obligations after obtaining the approval of the City of Fort Worth, Texas ("City") to the issuance of such obligations. (a) At least thirty (30) days prior to the initial delivery of the obligations, the Corporation shall file with the City a full and complete description of the educational or housing facilities or facilities which are incidental, subordinate or related thereto or appropriate in connection therewith, the cost of which is to be paid m whole or in part from the proceeds of such obligations of such Corporation, together with a complete explanation of the project costs and the necessity for such proposed facilities and a full and complete description of the obligations proposed to be issued in connection with the corporate financing including the sources of revenues from which payments of principal and interest will be made, and in addition those copies of the instruments that may be used m such financing by the Corporation. (b) The Corporation will only issue obligations m accordance with the terms of the Act to finance facilities located within the corporate limits of the City (c) Neither the faith and credit nor the taxing powers of the City shall be pledged for the payment of principal and redemption premium, if any on such obligations of the Corporation. Section 1 4 Books and Records, Approval of Programs and Financing_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 of the City will have access to the books and records of the Corporation. The governing body of the City shall be entitled to review and to revise the financial affairs, programs, and activities of the Corporation at any time and from time to time, and the City .~.~ shall have all other rights reserved to it in the Articles of Incorporation of the Corporation. Section 1 5 Nonprofit Corporation. The Corporation shall be a nonprofit corporation, and no part of nts net earnings remaining after payment of if its expenses, debt service on outstanding obligations, or other liabilitnes of the Corporation shall ever inure to the benefit of any individual, firm or conporation, except that in the event sufficient provision has been made for the full payment of the expenses, debt service on outstanding obligations, or other liabilities of the Conporation, then any net earnings of the Conporation thereafter accruing shall be paid to the City Section 1 6 Effects of Articles of Incorporation and Ordinance. The affairs of the Corporation shall at all tnmes be conducted nn a manner subject to and in compliance with the provisions and requirements of the Articles of Incorporation of the Corporation and the Ordinance of the City ordering nts creation. ARTICLE II BOARD OF DIRECTORS Section 2.1 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 not less than seven nor more than eleven directors, each of whom shall be appointed by the governing body of the City The directors constituting the first Board of Directors shall be those directors named in the Articles of Incorporation, each of whom, as well as any subsequent directors, shall serve for a term of two years or until his or her successor is appointed by the governing body of the City No officer or employee of the City is eligible for appointment as a director Any director may be removed from office at any time, with or without cause, by written resolution of the City All vacancies, from whatever cause, shall be filled by the governing body of the City Section 2.2 Meetings of Directors. The Board of Di-ectors may hold its meetings at any place which the Board of Directors may from time to time designate; provnded that, nn the absence of any such designation by the Board of Directors, the meetings shall be held at the principal offices of the City Section 2.3 Regulaz Meetings. Regulaz meetings of the Board of Directors shall be held wnthout necessity of notice at such times and places as shall be designated, from time to time, by resolution of the Board of Directors, a copy of which shall be given to the City Manager of the City Section 2.4 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 at the time in office or upon advice or request by the governing body of the City At least three (3) days prior to any meeting, the Corporation shall notify the City Manager of the City that such meeting is to be held and the purposes thereof. It ns provided, however that with the approval of the Cnty Manager a meeting maybe held without such notice The Corporation shall give notice to each director of each Special Meeting in person, or by mail, telephone, or electronic transmission, at least two 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, the City Manager having been noxified or waived notice as herein required and permitted, even though without any notice to the directors, any matter pertaining to the purpose of the Corporation may be considered and acted upon. Section 2 5 uorum. A majority of the directors fixed by these Bylaws shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. The act of a 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 Section 2 6. Conduct of Business. At the meetnngs of the Board of Dnrectors, matters pertaining to the purposes of the Corporatnon shall be considered in such order as from time to time the Board of Directors may determine At all meetnngs of the Board of Dnrectors, the presndent shall presnde, and in -the absence of the presndent, 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 Dnrectors, but in the absence of the secretary the presndeng officer subject to the first paragraph of Section 3 1 may apponnt any person to act as secretary of the meeting. Section 2 7 Executive Commnttee. The Board of Directors, by resolution passed by a majority of the directors in office, may desngnate three or more directors to constitute an executive committee, which comrnuttee, to the extent provided in such resolution, shall have and may exercise ail of the authority of the Board of Dnrectors in the management of the Corporation, except where actnon of the Board of Dnrectors ns specnfied by law or by the Articles of Inconporatnon. The executive committee shall act in the manner provided in any such resolution. The executive committee so designated shall keep regular minutes of the transactions of nts meetnngs, shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation and shall file such minutes with the Board of Directors from tame to time. Section 2 8 Comnensatnon of Directors. Dnrectors as such shall not receive any salary or compensatnon for them services, except that they maybe reimbursed for their actual expenses incurred in performing such services. • ARTICLE III OFFICERS Section 3 1 Titles and Term of Office. The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer and such other officers as the Board of Directors may from time to time elect or appoint. Only the offices of the secretary and treasurer may be combined. In the absence of the secretary any officer other than the president may act m the secretary's place Terms of the officers shall not exceed two years. All officers shall be subject to removal from office with or without cause, at any time by a vote of a majority of the entire Board of Directors. A vacancy m the office of any officers shall be filled by a vote of a majority of the Directors Section 3 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, the president shall be in general charge of the properties and affairs of the Corporation, the president shall preside at all meetings of the Board of Directors; in furtherance of the purposes of the Corporation, the president may sign and execute all contracts, conveyances, franchises, obligations, deeds, assignments, mortgage notes, and other instruments in the name of the Corporation. Section 3 3 Vice President. The vice president shall have such powers and duties as may be assigned 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 performance of the duties of the president shall be conclusive evidence of the absence or inability of the president to act at the time such action was taken. Section 3 4 Treasurer The treasurer shall have custody of all the funds and securities of the Corporation which come into the treasurer's hands. When necessary or proper the treasurer 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 m the manner prescribed by the Board of Directors, the treasurer may sign all receipts and vouchers for payment made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors; whenever required by the Board of Directors, the treasurer shall render a statement of the cash account; the treasurer shall enter or cause to be entered regularly in the books of the Corporation to be kept by the treasurer for that purpose full and accurate amounts of all monies received and paid out on account of the Corporation, the treasurer shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors, give such bond for the faithful discharge of the treasurer's duties in such form as the Board of Directors may require Section 3 5 Secretary The secretary shall keep the rrunutes of all meetings of the Board of Directors in the books provided for that purpose, the secretary shall attend to the giving and sernce of all notices; in furtherance of the purposes of the Corporation, the secretary may sign with • the president m the name of the Corporation, and/or attest the signature thereto all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation, the secretary shall have charge of the corporate books, records, and securities of the • Corporation except those of which the treasurer shall have custody and charge pursuant to the preceding Section 3 4 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 dunng business hours, and the secretary shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors. Section 3 6 Compensation. Officers as such shall not receive any salary or compensation for their services, except that they maybe reimbursed for their actual expenses incurred in performing such services. ARTICLE IV PROVISION REGARDING ARTICLES OF INCORPORATION AND BYLAWS Section 4 1 Effective Date. These Bylaws shall become effective only upon the occurrence of the following events (1) the approval of these Bylaws by the governing body of the City and (2) the adoption of these Bylaws by the Board of Directors. i Section 4 2 Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation may at any time and from time to time be amended by the methods prescribed therein. These Bylaws may be amended at any time and from time to time by majority vote of the Board of Directors with approval of the governing body of the City ARTICLE V GENERAL PROVISIONS Section 5 1 Principal Office. The principal office of the Corporation shall be located at 1000 Throckmorton, Fort Worth, Texas 76102 Section 5.2 Fiscal The fiscal year of the Corporation shall be the same as the Fiscal Year of the City Section 5 3 Seal. The seal of the Corporation shall be as determined by the Board of Directors.. Section 5 4 Resi nations. Any director or officer may resign at any time. Such resignations shall be made in writing directed to the Mayor of the City and the president of the Corporation. A resignation shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Mayor and the president. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS COUNTIES OF TARRANT AND DENTON CITY OF FORT WORTH We, the undersigned officers of said Crty hereby certify as follows 1 The City Council of said City convened in REGULAR MEETING ON THE 5TH DAY OF NOVEMBER, 1996, at Crty Hall, and the roll was called of the duly constituted officers and members of said City ~'ouncil, to-wit. Kenneth Barr Chuck Silcox, Jim Lane, Virginia Nell Webber Becky Haskm, Eugene McCray Jewel Woods, Bill Meadows, Cathy Hirt, Bob Terrell, Wade Adkins, Alice Church, Mayor Mayor Pro-Tem Councilmembers, Crty Manager City Attorney City Secretary and all of said persons were present, except the following absentees. thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION AUTHORIZING AND APPROVING THE CREATION OF A HIGHER EDUCATION FINANCE CORPORATION ON BEHALF OF THE CITY OF FORT WORTH, TEXAS APPROVING ARTICLES OF INCORPORATION AND APPROVING BYLAWS was duly introduced for the consideration of said City Council and read m full. It was then duly moved and seconded that said Resolution be adopted, and, after due discussion, said motion carrying vv~th rt the adoption of said Resolution, prevailed and carried by the following vote AYES All members of said City Council shown present above voted Aye except NOES ABSTENTIONS 2 That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said City Council's rrunutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said Meeting pertaining to the adoption of said Resolution, that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said City Council as indicated therein, that each of the officers and members of said City Council was duly and sufficiently notified officially and personally in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and each of said officers and members consented, m advance,_to_the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551 Texas Government Code. SIGNED AND SEALED the 5th day of November 1996 (~/11~ Crty Secretary Mayor ~; : ,~ ~. a , -.,~ A s. R ~ •: iw ' q ~ r ,~ ~5 ~ A T... ~ ham' ~ ~ ,. , ~ . ~' i Y ;~