HomeMy WebLinkAboutOrdinance 10474 CITY OF DALLAS ORDINANCE
NO.
CITY OF FORT WORTH ORDINANCE
NO . 1�
AN ORDINANCE PASSED CONCURRENTLY BY THE CITY
COUNCILS, RESPECTIVELY, OF THE CITIES OF
DALLAS AND FORT WORTH, AUTHORIZING AND
APPROVING THE CREATION OF A NONPROFIT
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 "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 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 (a copy of which is attached to
this Concurrent Ordinance 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
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executed by each City, the Ordinance shall be in full force and
effect .
APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS ,
1989.
APPROVED AS TO FORM:
Analeslie Muncy, City Attorney,
City of Dallas , Texas
ADOPT BY THE' FORT WORTH CITY COUNCIL THIS lqvlu DAY OF
1989.
APPROVED AS TO FORM AND LEGALITY
Wade Adkins , City Attorney,
City of Fort Worth , Texas
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ARTICLES OF INCORPORATION
OF
DALLAS-FORT WORTH INTERNATIONAL AIRPORT
FACILITY IMPROVEMENT CORPORATION
WE, THE UNDERSIGNED natural persons , not less than three in
number , each of whom is at least 18 years of age, and no less than
two of whom 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 (the
"Cities" ) , which are parties to a joint action agreement, entitled
"Contract and Agreement , " as amended (the "Joint Agreement" ) , dated
April 15 , 1968 , and executed pursuant to subsection 14 (b) of the
Act , do hereby adopt the following Articles of Incorporation for the
Corporation:
ARTICLE ONE
The name of the corporation is "Dallas-Fort Worth International
Airport Facility Improvement Corporation" (the "Corporation") .
ARTICLE TWO
The Corporation is a non-profit corporation, and is a non-profit
airport facility financing corporation under the Act .
ARTICLE THREE
Subject to the powers of the Cities provided in subsection
14 (f) (9) of the Act , the period of duration of the Corporation is
perpetual .
ARTICLE FOUR
(a) The purpose of the Corporation shall be limited to
providing financing, through the issuance of bonds, notes , and other
forms of debt instruments , to pay the costs , including the direct
and indirect costs , capitalized interest , and reserves therefor, of
the airport facilities authorized by subsection 2 (a) of the Act, in
order to benefit and enhance the operation and economic development
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of the Dallas-Fort Worth International Airport (the "Airport" ) owned
by the Cities pursuant to the Joint Agreement .
(b) In the fulfillment of its corporate purpose, as provided in
paragraph (a) of this Article, the Corporation is acting on behalf
of the Cities and for their benefit and to accomplish their public
purposes, as their duly constituted conduit financing authority and
public instrumentality pursuant to the Act and under, and within the
meaning of , the applicable regulations of the United States Treasury
Department and the rulings of the Internal Revenue Service of the
United States prescribed and promulgated under and pursuant to the
Internal Revenue Code of 1986 , as amended.
(c) In the fulfillment of its corporate purpose, as provided in
paragraph (a) of this Article, the Corporation shall have all of the
powers granted to non-profit corporations by the Act and by the
Texas Non-Profit Corporations Act (Article 1396-1 . 01 et seq . ,
Vernon' s Texas Civil Statutes) and by all other laws applicable to
non-profit corporations (the "Non-profit Act" ) , subject, however, to
the following requirements :
( i) Prior to the consummation of the sale and delivery of
any bonds, notes, or other form of debt instruments , the Corporation
shall obtain the approval thereof by the Dallas-Fort Worth
International Airport Board (the "Joint Board" ) , created in the
Joint Agreement, and the approval thereof by the City Councils of
the Cities ;
( ii) That , in the exercise of the powers of the
Corporation, the Corporation may enter into loan, lease, trust, or
other agreements that are necessary and appropriate to the
fulfillment of the purpose of the Corporation as described in
paragraph (a) of this Article, all of which agreements, and the
specific uses , and the methods of withdrawal and expenditure, of the
proceeds of the bonds , notes , or other debt instruments proposed to
be issued by the Corporation, shall be stated and described in the
proceedings authorizing such bonds , notes , or other forms of debt
instruments , and must be included as a part of the approval process
of the Joint Board and the Cities required by subsection ( i) above;
( iii) That any and all contracts , including
professional services contracts, to which the Corporation is a party
for property, goods , construction or services that are to be paid
from the proceeds of any such bonds , notes , or debt instruments
shall at all times be subject to the procurement codes , rules ,
regulations, resolutions, directives , and orders of the Joint Board;
and
(iv) The Corporation shall have no power or authority to
perform any act contrary to the directives and resolutions of the
Joint Board.
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(d) It is specifically and expressly provided that the
Corporation is not a political subdivision or a municipal or
political corporation of the State of Texas within the meaning of
its Constitution and laws , including , without limitation, Article
III , Section 52 of the Texas Constitution, and no agreements , bonds ,
notes , or other debt instruments , or other obligations are or shall
ever be deemed to be or constitute the agreements , bonds , notes , or
other debt instruments or other obligations , or the lending of
credit , or a grant of public money or thing of value, of or 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 of
them.
ARTICLE FIVE
The Corporation has no members and is a non-stock corporation.
ARTICLE SIX
These Articles of Incorporation may be amended in 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 requesting 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 Non-profit Act to amend these
Articles of Incorporation according to such proposal and approval .
(b) Pursuant to the powers of the Cities contained in
subsection 14 (f) ( 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 receipt 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 in paragraph (a)
or (b) of this Article.
ARTICLE SEVEN
The street address of the initial registered office of the
Corporation is 3200 E . Airfield Drive, Dallas-Fort Worth Airport ,
3
Texas 75261 , and the name of its initial registered agent at such
address is Debra Sue Singleton.
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 Joint 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 expiration of
their initial terms as directors , are as follows :
DATE OF
EXPIRATION
OF
NAMES ADDRESSES TERM
Oris W. Dunham, Jr . 3908 Fox Glen Drive 9-30-1991
Irving, Texas 75062
Vernell Sturns 612 Highwoods Trails 9-30-1991
Fort Worth, Texas 76112
Richard Petit 3902 Pembrooke Parkway West 9-30-1991
Colleyville, Texas 76034
James Ellingsworth 855 East Ash Lane #1708 9-30-1991
Euless, Texas 76039
James Chubbuck 10565 Pagewood 9-30-1991
Dallas , Texas 75230
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 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 their actual expenses
incurred in the performances 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.
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ARTICLE NINE
The name and street address of each incorporator are :
NAME ADDRESS
Oris W. Dunham, Jr . 3908 Fox Glen Drive
Irving, Texas 75062
Vernell Sturns 612 Highwoods Trails
Fort Worth, Texas 76112
Richard Petit 3902 Pembrooke Parkway West
Colleyville, Texas 76034
James Ellingsworth 855 East Ash Lane #1708
Euless, Texas 76039
James Chubbuck 10565 Pagewood
Dallas , Texas 75230
ARTICLE TEN
The Cities have specifically authorized the Corporation by
Concurrent Ordinance to act on their behalf to further the public
purpose stated in these Articles of Incorporation, and the Cities
have by said Concurrent Ordinance approved these Articles of
Incorporation. A copy of said Concurrent Ordinance is on file among
the permanent public records of each of the Cities and of the Joint
Board.
ARTICLE ELEVEN
(a) No dividends 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 corporation or association, except in reasonable amounts for
services rendered. As required by subsection 14 (f) (8) of the Act ,
after sufficient provision has been made for the full payment of the
expenses , bonds , notes, and other obligations of the Corporation,
any such net earnings shall be paid solely to the Joint Board for
the benefit of the Cities in their respective ownership shares of
the Airport in accordance with the Joint Agreement .
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(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 , 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 Joint Board 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 .
INCORPORATORS
THE STATE OF TEXAS )
COUNTY OF )
Before me, a Notary Public in and for the above State of Texas ,
on this day personally appeared Oris W. Dunham, Jr . , Vernell 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 document as incorporators , and that the
statements therein contained are true.
Given under my hand and seal of office this day
of ,
Notary Public, State of Texas
My Commission Expires
5486G
6
City ®f Fort Worth, Eexas
MASTER FILES 1
ACC.UOMQ-:(' _ and Council Communication
r[t omspoRTAT'M PUBLIC WORKS-0
.DATE. REFERENCE SUB,ECT:ADOPTION OF ORDINANCE PAGE
MAMRA0Y1l1 7RfT1YN ♦,.. NUMBER APPROVING REVISED ARTICLES OF
12z19-89 **G-8361 1 ofTNCQPPQRAjI0N OF DFW AIRRORT
2
uw.i
FACILITY IMPROVEMENT CORPORATION
RECOMMENDATION:
It is recommended that the City Council take the following action:
1. Adopt the attached ordinance repealing Ordinance No. 10382; and
2. Adopt the attached ordinance approving the Articles of Incorporation of
the DFW Airport Facility Improvement Corporation.
DISCUSSION:
In August of 1989, the DFW International Airport Board requested that the
Cities of Fort Worth and Dallas approve the proposed 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 purpose of the requested action was to approve creation of a nonprofit
airport facility improvement corporation under Section 14(b) of Article 46-d.
Such a corporation. would have the authority to provide financing for the cost
of airport facilities such as real and personal property , buildings and
equi'pment 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 . The Board of Directors of the
corporation would be composed of five persons appointed by the DFW
International Airport Board . 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.
On September 5 , 1989, the Fort Worth City Council granted its approval as
requested by the DFW International Airport Board (M&C G-8203; Ordinance
No. 10382,)
On November 2t9'; 1989, the matter was presented to the Dallas City Council .
The Dallas City Council granted its approval as requested by the DFW
International_ ,Airport Board (Ordinance No . 20517 ) . Before granting such
approval , 'however, the Dallas City Council required the following changes to
be made in;thp ,Arti.cles of Incorporation:
1 . fih`e...co..r.p..o.r..dti on must obtain approval of the DFW International Airport
Board.-A4d RA:he City Councils of Fort Worth and Dal.l as prior to the sale
and °:dieliv'ary of any bonds , notes or other form of debt instrument, or
the execution of any loan, lease, trust or other agreement.
DATE REFERENCE SUBJECT: ADOPTION OF ORDINANCE PAGE
NUMB
12 -8361 APPROVING REVISED ARTICLES OF :-2INCORPORATION OF QFW AIRPORT
--,�9-89 —
FACILITY IMPROVEMENT CORPORATION
2. The Articles of Incorporation may be amended in only two ways:
(a) Amendments can be proposed by the DFW International Airport Board
and approved by the Councils of the two cities; or
(b) The City Councils of the two cities may institute amendments by
directing the Board of Directors to amend the articles in
accordance with procedures in the Non-Profit Corporation Act.
These changes were requested to insure that the cities would have adequate
control over the corporation. The City Attorney has reviewed the changes and
finds them to be satisfactory.
It is recommended that the City Council adopt the two attached ordinances
which will approve the Articles of Incorporation as revised by the City of
Dallas.
WA:i
APPROVED BY
CITY COUNCIL
DEC 19 1989
City Secretary of the
City of Fort Worth,Texas
SUBMITTED FOR THE
CITY MANAGER'S W�11 William WOOd DISPOSITION BY COUNCIL: PROCESSED BY
OFFICE BY: ❑ APPROVED
ORIGINATING ❑ OTHER (DESCRI
DEPARTMENT HEAD: Wade Adkins (�gpted Ordi
CITY SECRETARY
FOR ADDITIONAL INFOF►(l Rfd�TIM 7605
CONTACT: 11�1 DATE
City of' Fort Worth:, Texas
MASTER FIL94
Acc,u. 41— Mayor and Council Communication
3r N$PORTAT PU81,IC WOR6i*A
DATE, REFERENCE SUBJECT:ADOPTION OF ORDINANCE PAGE
MAM ADMIM 1RAT'*M 4.- NUMBER
12z19-89 **G-8361 1 or APPROVING REVISED ARTICLES OF 2
LAwa
/ THCORPORAIION OE DEW AIRPORT
FACILITY IMPROVEMENT CORPORATION
[ RECOMMENDATION:
It is recommended that the City Council take the following action:
1. Adopt the attached ordinance repealing Ordinance No. 10382; and
2. Adopt the attached ordinance approving the Articles of Incorporation of
the DFW Airport Facility Improvement Corporation.
DISCUSSION:
In August of 1989, the DFW International Airport Board requested that the
Cities of Fort Worth and Dallas approve the proposed 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 purpose of the requested action was to approve creation of a nonprofit
airport facility improvement corporation under Section 14(b) of Article 46-d .
Such a corporation would have the authority 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 . The Board of Directors of the
corporation would be composed of five persons appointed by the DFW
International Airport Board . 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 .
On September 5, 1989, the Fort Worth City Council granted its approval as
requested by the DFW International Airport Board (M&C G-8203; Ordinance
No. 10382') .
On November 2`9, 1989, the matter was presented to the Dallas City Council .
The Dallas City Council granted its approval as requested by the DFW
International Airport Board (Ordinance No . 20517) . Before granting such
approval , 'however, the Dallas City Council required the following changes to
be made inth� Articles of Incorporation:
1 . fihe :ca.rpp-o.r..,ation must obtain approval of the DFW International Airport
Board,-ArdAhe City Councils of Fort Worth and Dallas prior to the sale
and %dviiv.Ary of any bonds , notes or other form of debt instrument, or
the execution of any loan, lease, trust or other agreement.
DATE REFERENCE SUBJECT: ADOPTION OF ORDINANCE PAGE
NUMBER APPROVING REVISED ARTICLES OF _,•2 -� 2
12 .49-89 **G-8361 -
of
RPORATION OF DEW AIRPORT
FACILITY IMPROVEMENT CORPORATION
2. The Articles of Incorporation may be amended in only two ways:
(a) Amendments can be proposed by the DFW International Airport Board
and approved by the Councils of the two cities; or
(b) The City Councils of the two cities may institute amendments by
directing the Board of Directors to amend the articles in
accordance with procedures in the Non-Profit Corporation Act.
These changes were requested to insure that the cities would have adequate
control over the corporation. The City Attorney has reviewed the changes and
finds them to be satisfactory.
It is recommended that the City Council adopt the two attached ordinances
which will approve the Articles of Incorporation as revised by the City of
Dallas.
WA:i
APPROVED BY
CITY COUNCIL
DEC 19 1989
)Q 414 L
City 8eotetory of the
Cit,of Fort worth,Texas
SUBMITTED FOR THE DISPOSITION BY COUNCIL: PROCESSED BY
CITY MANAGER'S William Wood
OFFICE BY: ❑ APPROVED
ORIGINATING ❑ OTHER (DESCR
I
0 L
DEPARTMENT HEAD: Wade Adkins CITY SECRETARY
FOR ADDITIONAL INFORIdA�i t�LIlJ 7605
CONTACT: fiUIC I DATE