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R-12-01-12-10E2 - 1/12/2012 RESOLUTION NO. R-12-01-12-10E2 WHEREAS, the City of Round Rock ("City") has previously approved the Articles of Incorporation of the Round Rock Transportation System Development Corporation("RRTSDC"); and WHEREAS, the RRTSDC has recommended amendments to the Articles of Incorporation as set forth in the Restated Articles of Incorporation (With New Amendments), attached hereto as Exhibit "A"• and WHEREAS, the City Council wishes to approve said Restated Articles of Incorporation (With New Amendments),Now Therefore ' BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Restated Articles of Incorporation (With New Amendments), as set forth in Exhibit "A", attached hereto and incorporated herein for all purposes, is hereby approved, and the Mayor is hereby authorized to execute same. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 12th day of January, 2012. ALAN MCGRAW,Mayor City of Round Rock, Texas ATTEST: — !2yj�- SARA L. WHITE, City Clerk O:\wdox\SCClnts\0112\1204\MUNICIPAL\00240576.DOC/rmc EXHIBIT „A„ RESTATED ARTICLES OF INCORPORATION (WITH NEW AMENDMENTS) of the ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION with the name changed to the ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION, (the "Corporation") pursuant to Title 12, Subtitle Cl, Chapter 501, Subchapter G §§ 501.310 through 501.314 of the Texas Local Government Code, adopts these Restated Articles of Incorporation with new amendments. The Corporation's board of directors filed with the Round Rock City Council a written application requesting that the City Council approve these amendments. Upon receiving the application, the City Council by resolution determined that it is advisable to adopt these amendments, authorized their adoption and approved the form of these amendments. The Articles of Incorporation, as restated and amended by this Restated Articles of Incorporation, are set forth below and conform to the aforesaid Subtitle Cl. This Restated Articles of Incorporation is an accurate copy of the Articles of Incorporation and all amendments to the Articles of Incorporation that are in effect now, as well as the additional amendments set forth herein. Other than as set forth above,this Restated Articles of Incorporation does not contain any other change to the Articles of Incorporation. PART ONE ARTICLES TO BE AMENDED Article One is amended to change the name of the Corporation. Article Two is amended to update the statutory references to governing law. Article Five is amended to change and update the purposes of the Corporation. Article Six is amended to change the manner in which the articles are to be amended. Article Seven is amended to change the name of the registered agent. Article Eight is amended to update the provisions related to the board of directors. Article Nine is amended to replace the original incorporators with the names and addresses of the current board of directors. Restated Articles-clean- 12-15-11 (00239944).DOC Article Ten is amended to change the terms and provisions related to the Bylaws. Article Eleven is amended to change the terms and provisions related to the structure, organization,programs and/or activities of the Corporation. Article Thirteen is amended to include a reference to the City Council's authority for these Restated Articles of Incorporation. PART TWO RESTATED ARTICLES OF INCORPORATION ARTICLE ONE The name of the Corporation is ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION,hereinafter the "Corporation". ARTICLE TWO The Corporation is a non-profit development corporation originally incorporated pursuant to the terms of the Development Corporation Act of 1979, as amended, Article 5190.6, V.A.T.S., now codified as Local Government Code, Title 12, Subtitle Cl, particularly Chapters 501 and 505 of the Local Government Code (collectively, the "Act"). ARTICLE THREE Subject to the provisions of these Restated Articles of Incorporation, the period of duration of the Corporation is perpetual. ARTICLE FOUR The Corporation has no members and is a non-stock corporation. ARTICLE FIVE The purpose of the Corporation is to promote economic development within the City of Round Rock, Texas (the "City") and the State of Texas in order to eliminate unemployment and the underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the City by expending Type B sales and use tax and to authorize projects as described in the Act, including but not limited to projects for the promotion of professional and amateur athletics and sports including stadiums, ball parks, auditoriums, projects related to entertainment, convention, tourist, and exhibition facilities, amphitheaters, concert halls, and public parks, park facilities and events, open space improvements, military facilities, including closed or realigned military bases, primary job training facilities for use by institutions of higher education, research and development facilities, regional or national corporate headquarters facilities, 2 museums and related stores, restaurant, concession, and automobile parking facilities, related area transportation facilities, and related roads, streets, and water and sewer facilities, recycling facilities, and projects to promote new or expanded business enterprises that create or retain primary jobs, and public safety facilities, streets and roads, drainage, and related improvements, demolition of existing structures, development and expansion of affordable housing, and targeted infrastructure and any other improvements, expenditures, or facilities that are related to any of the above projects and any other project that the Corporation board of directors determines will promote new or expanded business enterprises that create or retain primary jobs, and the maintenance and operation expenses for any of the above described projects as now or hereafter authorized by law. In the fulfillment of its corporate purpose, the Corporation shall have the power to provide financing to pay the costs of projects through the issuance or execution of bonds, notes, and other forms of debt instruments, and to acquire, lease purchase, maintain, and lease and sell property, and interests therein, all to be done and accomplished on behalf of the City and for its benefit and to accomplish its public and governmental purposes and its duly constituted authority and public instrumentality pursuant to the Act and under, and within the meaning of, the Internal Revenue Code of 1986, as amended, and the applicable regulations of the United States Treasury Department and the rulings of the Internal Revenue Service of the United States prescribed and promulgated thereunder. In the fulfillment of its corporate purpose, the Corporation shall have and may exercise the powers described in these Articles, together with all of the other powers granted to corporations that are incorporated under the Act, and to the extent not in conflict with the Act, the Corporation shall additionally have and may exercise all of the rights, powers, privileges, authorities, and functions given by the general laws of the State of Texas to nonprofit corporations under Chapter 22 of the Business Organizations Code, as amended. The Corporation is a corporation having the purposes and powers permitted by the Act pursuant to the authority granted in Article III, Section 52-a of the Texas Constitution, but the Corporation does not have, and shall not exercise the powers of sovereignty of the City, including the power to tax (except for the power to receive and use the sales and use taxes specified in the Act) and the police power, except that the Corporation shall have and may exercise the power of eminent domain when the exercise thereof is approved by the City Council. The Corporation, directors of the Corporation, the City creating the Corporation, members of the governing body of the City, employees of the Corporation and employees of the City shall not be and are not liable for damages arising from the performance of any governmental function of the Corporation or City. For purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code), the Corporation is a governmental unit and its actions are governmental functions. No bonds, notes, or other debt instruments or other obligations, contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the 3 contracts, agreements, bonds, notes, or other debt instruments or other obligations, or the lending of credit, or a grant of the public money or things of value, or,belonging to, or by the State of Texas, the City, or any other political corporation, subdivision or agency of the State of Texas, or pledge of the faith and credit of any of them. Any and all of such contracts, agreements, bonds, notes and other debt instruments and other obligations, contracts and agreements shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by the Act and from such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. ARTICLE SIX A. The board of directors of the Corporation may file with the City Council of the City a written application requesting that the City Council approve an amendment to the Articles of Incorporation. B. The application must specify the proposed amendment. The board of directors shall amend the Articles of Incorporation if the City Council by resolution (i) determines that it is advisable to adopt the amendment; (ii) authorizes the adoption of the amendment; and(iii) approves the form of the amendment. C. The City Council of the City, at the Council's sole discretion, may amend the Corporation's Articles of Incorporation at any time by: (i) adopting the amendment by resolution; and (ii) delivering the amended Articles of Incorporation to the Secretary of State. D. The Articles of Incorporation may be amended in any other manner authorized by the Act. ARTICLE SEVEN The street address of the registered office of the Corporation is 221 E. Main St., Round Rock, Texas and the name of its registered agent as such address is Steve Norwood. This address shall also serve as the principal address of the board of directors. ARTICLE EIGHT The affairs of the Corporation shall be managed by a Board of Directors (the "Directors") which shall be composed of seven(7)persons appointed by the Round Rock City Council. Each of the Directors shall be a resident of the City. Three Directors shall be persons who are not employees, officers, or City Council members of the City. Each Director shall hold office for the term for which the Director is appointed, unless sooner removed or resigned. Each Director shall be eligible for reappointment. Directors shall be appointed for a term of two (2) years, but are removable by the City 4 Council at will. If a Director is a member of the City Council and ceases to be a member of such, such event shall constitute an automatic resignation as a Director and such vacancy shall be filled in the same manner as for other vacancies. Any vacancy of a Director position occurring through death, resignation or otherwise shall be filled by appointment by the City Council, as provided by the Corporation's Bylaws, to hold office until the expiration of the vacating member's term. ARTICLE NINE The current board of directors and their addresses are as follows: NAMES ADDRESSES J. Hollis Bone 2601 Henley Drive Round Rock, Texas 78664 Joe Clifford 3022 Indigo Trail Round Rock, Texas 78664 James Kratz 3821 Links Lane Round Rock, Texas 78664 Alan McGraw 2708 Wolkin Cove Round Rock, Texas 78681 Mike Robinson 925 Blue Spring Circle Round Rock, Texas 78681 George White 25 Wilderness Way Round Rock, Texas 78664 Will Williams 2307 Windsong Trail Round Rock, Texas 78664 ARTICLE TEN The Bylaws of the Corporation shall be in the form and substance approved by the City Council by Resolution No. , approving these Restated Articles of Incorporation and to further the public purposes stated in these Articles. Such Bylaws shall be adopted by the Corporation's board and shall, together with these Articles, govern the internal affairs of the Corporation until and unless amended in accordance with these Articles. The Bylaws may not be amended without the consent and approval of the City Council. The Board shall make application to the City Council for the approval of any 5 proposed amendments, but the same shall not become effective until or unless the same shall be approved by resolution adopted by the City Council. ARTICLE ELEVEN The City Council may, in its sole discretion, and at any time, by written resolution, alter or change the structure, organization, programs or activities of the Corporation, or may terminate or dissolve the Corporation, subject to the provisions of the Act and these Restated Articles. If the Board by resolution determines that the purposes for which the Corporation was formed have been substantially complied with and that all bonds theretofore issued by the Corporation have been fully paid, the Board shall file a written application with the City Council requesting written approval of proposed Articles of Dissolution. The Corporation shall not be dissolved, and its business shall not be terminated, by act of the City Council, election by the voters as prescribed by the Act, or otherwise, so long as the Corporation shall be obligated to pay any bonds, notes, or other obligations and unless the collection of the sales and use tax authorized by the Act is eligible for termination in accordance with the provisions of the Act. No action shall be taken in any manner or at any time that would impair any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the Corporation. ARTICLE TWELVE 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. 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 City after satisfaction or provision for satisfaction of all debts, claims, and contractual obligations, including any contractual obligations granting rights or purchase of property of the Corporation. No part of the Corporation's activities shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in any political campaign of or in opposition to any candidate for public office. 6 ARTICLE THIRTEEN The City specifically authorized the Corporation by Ordinance No. G97-12-18-913 to act on its behalf to further the public purposes stated in said ordinance and in the original Articles of Incorporation. The board of directors filed a written application with the City Council requesting the amendments provided for herein approved by a resolution of the board, dated the _ day of January, 2012. The City specifically found and determined that it was advisable that the proposed amendments be made, and authorized and adopted these Restated Articles of Incorporation (with new amendments) in Resolution No. , which was adopted and approved on the day of January, 2012. Said authorizing documents are on file among the permanent public records of the City and the Corporation. Executed by Alan McGraw, Mayor, as authorized by Resolution No. Alan McGraw, Mayor City of Round Rock, Texas Attest: Sara White, City Secretary City of Round Rock, Texas Executed by Alan McGraw, President of the Board of Directors of the Round Rock Transportation and Economic Development Corporation, (formerly known as the Round Rock Transportation System Development Corporation), as authorized by board resolution dated the_day of January, 2012. Alan McGraw, President Board of Directors Round Rock Transportation and Economic Development Corporation Attest: Secretary Round Rock Transportation and Economic Development Corporation 7 Verification Certificate: State of Texas County of Williamson Alan McGraw, personally appeared before me, and being first duly sworn declared that he signed this filing instrument in the capacity designated, and further states that he has read the above instrument and the statements therein contained are true. (Personalized Seal) Notary Public 8 '�ROUNDROCK,TEXAS __ City Council Agenda Summary Sheet PURPOSE PASSION PROSPERffY Agenda Item No. 10E2. Consider a resolution approving the Restated Articles of Incorporation (With New Agenda Caption: Amendments)of the Round Rock Transportation System Development Corporation. Meeting Date: January 12, 2012 Department: Legal Staff Person making presentation: Steve Sheets/Cheryl Delaney City Attorney/Finance Director Item Summary: In November,the voters approved a proposition which permits the City's Type B Corporation to expand the types of projects for which the Type B sales tax can be expended beyond transportation projects. In order to implement this change, it is necessary to amend the corporation's Articles of Incorporation and Bylaws. The major amendments change the name of the corporation to the Round Rock Transportation and Economic Development Corporation and expand the list of permissible projects. Cost: N/A Source of Funds: N/A Date of Public Hearing(if required): N/A Recommended Action: Approval