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HomeMy WebLinkAboutResolution 1424~. - ;.<s;: ,. -f-°c. ~~~ .,r. `~ A RESOLUTION ~~ ~ ~~ AUTHORIZING THE CREATION OF THE ALLIANCEAIR- PORT AUTHORITY, INC.; CONTAINING OTHER PROVISIONS RELEVANT THERETO; AND DECLARING AN EMERGENCY. ~~, WHEREAS, the Development Corporation Act of 1979, as amended (the "Act"), authorizes the creation and adminis- tration of industrial development corporations to act on behalf of cities, counties and conservation and reclamation districts in the promotion and development of new and expanded business enterprises to promote and encourage employment and the public welfare; and WHEREAS, the Act authorizes cities, counties and conservation and reclamation districts to utilize an indus- trial development corporation to issue obligations and bonds on behalf of the sponsoring city, county or conservation and reclamation district to finance projects promoting and. j developing new and expanded business enterprises; and WHEREAS, three natural persons, of at least. eighteen years of age and qualified electors of the City of Fort Worth, Texas (the "City") have filed with the City Council of the City of Fort Worth, Texas (the "Council") a written application requesting that the Council authorize and approve the creation of the A1lianceAirport Authority, Inc. (the "Corporation") and approve the Articles of Incor- poration to be used in creating the Corporation; and ,_ .: ,_.. _ '-~s WHEREAS, the Corporation has been or will be created and organized as a Texas nonprofit corporation, ~' pursuant to the provisions of the Act, for such limited purposes; and WHEREAS, the Council has received the application and reviewed the Articles of Incorporation and has deter- mined to authorize and approve the creation of the Corpora- tion, a not-for-profit entity, as its constituted authority and instrumentality to accomplish the specific public purpose of the promotion and development of new and expanded business enterprises to promote and encourage employment and the public welfare; NOW, THEREFORE; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ~: FORT WORTH, TEXAS; SECTION 1. That the Corporation is hereby author- ized and approved for creation as an industrial development corporation under the provisions of the Act. SECTION 2. That the Corporation is hereby desig- nated as the duly constituted authority and instrumentality of the City (within the meaning of those terms in the regulations of the U. S. Department of the Treasury and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 and Sections 141 through 150 of the Internal Revenue Code of 1986, as amended (the "Code")) and shall be authorized to act on behalf of the City for the specific public purpose of the promotion and -- development of new and expanded business enterprises to _. _ \. ~~ -- ~~ ~~ promote and encourage employment and the public welfare; 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 and the police power. SECTION 3. That the Corporation may, under the conditions 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 new and expanded business enterprises to promote and encourage employment and the public welfare. 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, of the City or of any other political corporation, subdivision or agency of the 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 Corpora- .. tion shall not be authorized to incur .financial obligations which cannot be paid 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. "Project" shall r~ mean the land, buildings, equipment, facilities and' improve- ments (one or more) found by the Board of Directors of the Corporation (the "Board of Directors") to be required or suitable for the promotion and development of new and expanded business enterprises, irrespective of whether in existence or required to be acquired or constructed after the making of such findings by the Board of Directors. SECTION 4. That the Articles of incorporation of the Corporation, in the form attached hereto, are hereby approved for use and adoption by the Corporation. SECTION 5. That this Resolution is adopted for the purpose of satisfying the conditions and requirements of the Act and the Code, for the benefit for the Corporation, the City, the owners or holders from time to time of the obligations of the Corporation and all other interested persons. IT IS ACCORDINGLY SO RESOLVED, this the 13th day of June, 1989. ATTEST: City Secretary Mayor (SEAL) APPROVED AS TO FORM: City Attorney ARTICLES OF INCORPORATION F• • OF ALLIANCEAIRPORT AUTHORITY, INC. THE STATE OF TEXAS COUNTY OF TARRANT WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age, and each of whom is a qualified elector of the City of Fort Worth, Texas (which is a duly established City under the Texas Constitution), acting as incorporators of a public instrumentality and nonprofit industrial development corpor- ation (the "Corporation") under the "Development Corporation Act of 1979", as amended, with the approval of the governing body of the City of Fort Worth, Texas (the "City") as evidenced by the Resolution attached hereto and" made a part hereof for all purposes, do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE ONE The name of the Corporation is AllianceAirport Authori- ty, Inc. ARTICLE TWO The Corporation is a nonprofit corporation, and is an industrial development corporation under the Development Corporation Act of 1979, as amended (the "Act"). ARTICLE THREE The period of duration of the Corporation is perpetual. 1 e~ -- ~ :• ARTICLE FOUR The Corporation is organized exclusively for the pur- poses 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 new and expanded business enterprises, to promote and encourage employment and the public welfare, pursuant to the Act. The Corporation is a constituted authority and a public instrumentality within the meaning of the regulations of the United States Department of the Treasury 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 City as provided in these Articles of Incor- poration. 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 constitu- tion, and no agreements, bonds, debts or obligations of the Corporation are or shall ever be deemed to be the agree- ments, 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. 2 _. ARTICLE FIVE The Corporation has no members and is a nonstock cor- ;• poration. ARTICLE SIX These Articles of Incorporation may at any time and from time to time be amended as provided in the Act, so as to make any changes therein and add any provisions thereto which might have been included in the Articles of incorpora- tion in the first instance. Any such amendment shall be effected in either of the following manners: (i) the members of the board of directors of the Corporation shall file with the governing body of the City a written applica- . tion requesting approval of the amendments to the Articles -'` of Incorporation, specifying in such application the amend- ments proposed to be made, such governing body shall consid- er such application and, if it shall by appropriate resolu- tion 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 to the Secretary of State, or (ii) the governing body of the City may, at its sole discretion, and at any time, amend these Articles of Incorporation, and alter or change the struc- ture, organization, programs or activities of the Corpora- , tion, or terminate or dissolve the Corporation (subject to 3 .:. ,.. - ~ . ; _ the provisions of the Act, and subject to any limitation provided by the constitutions and laws of the State of Texas • and the United States of America on the impairment of contracts entered into by the Corporation) by written resolution adopting the amendment to the Articles of Incor- poration of the Corporation or articles of dissolution at a meeting of the governing body of the City and delivering articles of amendment or dissolution to the Secretary of State, as provided in the Act. Restated Articles of Incor- poration may be filed with the Secretary of State as pro- vided in the Act. ARTICLE SEVEN The street address of the initial registered office of --. the Corporation is 1000 Throcbnorton, Fort Worth, Texas 76102, and the name of its initial registered agent at such address is Douglas Harman. ARTICLE EIGHT 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 of the City. The number of directors constituting the initial board of direc- tors is nine. 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: 4 ... p NAMES ADDRESSES Bob Bolen 1000 Throcl®orton Fort Worth, Texas 76102 •. Virginia Nell Webber 1000 Throcl®orton Fort Worth, Texas 76102 William N. Garrison 1000 Throcl~orton Fort Worth, Texas 76102 Kay Granger 1000 Throclonorton Fort Worth, Texas 76102 Carey Gilley 1000 Throcl®orton Fort Worth, Texas 76102 Steve Murrin 1000 Throclonorton Fort Worth, Texas 76102 Louis J.' Zapata 1000 Throcl~orton Fort Worth, Texas 76102 David Chappell 1000 Throclonorton Fort Worth, Texas 76102 Eugene McCray 1000 Throcl®orton Fort Worth, Texas 76102 DATE OF EXPIRATION OF TERM May 21, 1991 May 21, 1991 May 21, 1991 May 21, 1991 May 21, 1991 May 21, 1991 May 21, 1991 May 21, 1991 May 21, 1991 Each director, including the initial directors, shall be eligible for reappointment. Directors are removable by the governing body of the City for cause or at will, and must not be appointed for a term in excess of six years. The directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses in- curred 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 governing body of the City to hold office until the ex- piration of the term. ARTICLE NINE The name and street address of each incorporator are: NAME Bob Bolen Carey Gilley Louis J. Zapata ADDRESS 1000 Throcl®orton Fort Worth, Texas 76102 1000 Throckmorton Fort Worth, Texas 76102 1000 Throclaoorton Fort Worth, Texas 76102 5 ARTICLE TEN The City has specifically authorized the Corporation by Resolution to act on its behalf to further the public pur- poses stated in said Resolution and these Articles of Incor- poration, and the City has by said Resolution approved these Articles of Incorporation. A copy of said Resolution is attached to these Articles of Incorporation 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 its directors or officers or any individual, firm, corpora- '~._. tion 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 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 legisla- tion, 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 TWELVE If the Corporation ever should be dissolved when it --. has, or is entitled to, any interest in any funds or proper- ty of any kind, real, personal or mixed, such funds or 6 :r~s .. 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. INCORPORATORS ~" • APPROVED BY CITY COUNCIL ~AJU~IN 13 f989 1~. Cif Set4eee>t d the ~! d ~@ Wath, SexW 7 i ':~>- ,. ... ~' THE STATE OF TEXAS . z~ COUNTY OF TARRANT ~: I, the undersigned, a Notary Public, do hereby certify that on this day of June, 1989, personally appeared and , 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 true. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year above written. Notary Public in and for The State of Texas My Commission Expires (S E A L) a s ~. N O T I C$ :~ Gti~o•;16 Notice is hereby given that the following items will be considered by the Boards of Directors of the following corporations: Fort Worth Housing Finance Corporation Stockyards Improvement Authority, Inc. Sunbelt Industrial Development Authority Lone Star Airport Improvement Authority, Inc. Trinity Housing Finance Corporation Fort Worth Local Development Corporation at their meetings which will be held in the Pre-Council Chambers, 2nd Floor, Fort Worth City Hall, 1000 Throckmorton,. Fort Worth, Texas, at 10:30 a.m. on June 20, 1989, or immediately following the Fort Worth City Council meeting, whichever occurs later: 1. Election of officers 2. Designation of registered agent for service of process. r., r+ ~ } /`y: ~. . [L"~~M Posted at By: p.m., June 1989 ~: ~~'` C_~T== IC_^.T~ I ccr;,_Y i?:at the above a~,en,-4 .,-~--~ notice of mee~i,_~ .,..~ yostsd en the b Le--. =r,. a~ sae Ci4Y f :?aIl V]: i.:'.i C1ty' Gf /i)['PJf/t YV GA t~l• 1C_iilel G+1 L~V~y1 I daY of ~it~ ij`6~ at y.=~ G•Gl=--- I I OFFICi~I RECORD City of