Loading...
R-79-290 - 12/13/1979PUBLIC NOTICE PUBLIC NOTICE To the Citizens of Round Rock, Texas: Notice is hereby given that on the 22nd day of July, 1982, at 7:00 P.M., a Public Hearing will be held in the City Council Chamber on the second floor of the Round I Rock Public Library, 214 East Main, in the City of Round Rock, Texas, by the City Council of the City of Round Rock for the following purpose: Use of Industrial Development Bonds to finance a commercial project under the auspices of the Development Corporation Act of 1979 as amended. Information on proposed commercial project may be obtained from the Department of Planning and ` Community Development, City of Round Rock, Texas; located at 214 E. Main St., Round Rock, Texas. CERTIFICATE I certify that the above notice of the City Council Public Hearing was posted on the bulletin board at the City Hall of the City of Round Rock, Texas, on the 1st day of July, 1982, at 5.00 P.M. JOANNE LAND, City Secretary Pub. Dates: July 5, 1982; July 12. 1982. i ►.7 La. LC 1 sponsored by the Cactus Lounge and Austin White Lime Co. Three members of the team received special awards. Felix Pacheco, who had a home run during the tournament, received all - state honors, while Ray Gonzales was named to the all - tournament team and Joe Douglas Johnson received a coach's award. SEAT WITH 'Hr. • 22 -way ar ergy Saving adjustable ,RD° cdnfrol you select • only 2 2600 Available 'PLIANCES HARDWAI Lamar {50 Round Rock Can 244 -1191 It of a si PUBLIC NOTICE To the Citizens of Round Rock, Texas: Notice is hereby given that two (2) public hearings will be held in the City of Round Rock, Texas by the Planning and Community Development Staff of the City of Round Rock on the following dates, times and places: Thursday, June 3, 1982, Planning and Zoning Commission Meeting, 7:00 P.M. City Council Chambers on the second floor of the Round Rock Public Library, 216 East Main in the City of Round Rock, Texas. Thursday, June 10, 1982, City Council Meeting, '7:00 P.M., City Council Chambers on the second Floor of the Round Rock Public Library, 216 East Main in the City of Round Rock, Texas. The purpose of these hearings is to elicit citizen participation with respect to designate a Reinvestment Zone which meets the Regulations of the Texas Industrial Commission to finance commercial projects in eligible areas. The geographical boundaries for the proposed Reinvestment Zone described in EXHIBIT A attached hereto and made a part hereof for all purposes, Thence along the railroad westward to the IH -35 overpass. Thence a ng the railroad northwa oSam Bass Road. Thence stward on Sam Bass Road to U.S. 79 to U.S. 81. Thence southward on U.S. 81 to Brushy Creek. Thence along Brushy Creek eastward to Burnet Street. Thence on Burnet Street to which reference is made for more particular descriptions of said proposed zone begins at the intersection of the Burnet Road and the Missouri Pacific Railroad Crossing; southward to the point of beginning at Burnet Street and the Missouri Pacific Railroad Crossing. I certify that the above notice of public jiearings was posted on the bulletin board at City Hall of the City of Round Rock, Texas on May 17, 1982, at 2:30 P.M. CERTIFICATE JOANNE LAND City Secretary Pub. Dates: May 20, 1982; May 24, 1982; May 27, 1982 PROPOSED ZONE The association's primary purpose, officials said, is to promote the conservation of waterfowl and other wildlife through restoration and improvement of wetlands. Those interested should write the association at P.O. Box 27372, Memphis, TN 38127. NE STAR GATEDEI xuo. Texas. rlor Distributing Co. because of the concentrations of bait fish there. "Right now it seems that the forage dish are dispersed around the lake and the redfish are, too," Miranda said. Fishermen are reminded that there is a 16 -ince minimum length limit. Infants' Now Si Now thrett h June 6, save on these ProWings® athletic shoes with lightweight nylon, rugged vinyl or sturdy canvas uppers. In men's, women's and big boys' sizes. Regular$12.99 or $14.99. Now pay even Tess th IH 35 & U.S. 79 (Round Rock West Shopping Center) Open 10 a.m. - 8 p.m. Daily WHEREAS, the Development Corporation Act of 1979, 1979 Tex. Gen. Laws, Chapter 700, Section 1, at 1675 (the "Act "), authorizes the creation and administration of industrial de- velopment corporations to act on behalf of cities, counties and conservation and reclamation districts in the promotion and development of commercial, industrial and manufacturing enterprises to promote and encourage employment and the pub- lic welfare; and WHEREAS, the Act authorizes cities, counties and conser- vation and reclamation districts to utilize =an' industrial development corporation to issue obligations and bonds on behalf of the sponsoring city, county or conservation and reclamation district to finance projects promoting and devel- oping commercial, industrial and manufacturing enterprises; and WHEREAS, three natural persons, each of whom is at least eighteen years of age and a qualified elector of Round Rock, Texas (the "Unit "), have filed with the City Council (the "Governing Body ") of the Unit a written application (the "Petition ") requesting that the Unit authorize and approve the creation of the ROUND ROCK INDUSTRIAL DEVELOPMENT CORPO- RATION (the "Corporation ") and approve the Articles of Incor- poration and Bylaws to be used in creating the Corporation; and RESOLUTION NO. G 9 O F. RESOLUTION AUTHORIZING THE CREATION OF THE ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION AS AN IN- STRUMENTALITY OF ROUND ROCK, TEXAS; AND CONTAIN- ING OTHER PROVISIONS RELATING TO THE SUBJECT 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 Governing Body of the Unit has reviewed and approved the Petition and the Articles of Incorporation and Bylaws and has determined to authorize and approve the crea- tion of the Corporation, a not - for - profit entity, as its constituted authority and instrumentality to accomplish the specific public purpose of the promotion and development of commercial, industrial and manufacturing enterprises to pro- mote and encourage employment and the public welfare; NOW, THEREFORE; BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: Section 1: That the Corporation is hereby authorized and approved for creation as an industrial development corpora- tion under the provisions of the Act. Section 2: That the Corporation is hereby designated as the duly constituted authority and instrumentality of the Unit (within the meaning of those terms in the regulations of the Treasury and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1954, as amended) and shall be authorized to act on behalf of the Unit for the specific public purpose of the promotion and development of commer- cial, industrial and manufacturing enterprises to promote and encourage employment and the public welfare; but the Corpora- tion 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 Unit 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 condi- tions set forth in this Resolution, issue obligations on behalf of the Unit, acquire, lease, sell or convey certain - 2 - properties and make loans'for,the promotion and development of commercial, industrial and manufacturing enterprises to promote and encourage employment and the public welfare. The Unit shall not lend credit or grant any public money or thing of value in aid of the Corporation. Furthermore, obliga- tions issued by the Corporation with the approval of the Unit shall be deemed not to constitute a debt of the State, of the Unit 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 Corporation shall not be authorized to incur financial obligations which cannot be paid from proceeds of the obligations or from revenues real- ized 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 mean the land, build- ings, equipment, facilities and improvements (one or more) found by the Board of Directors of the Corporation (the "Board of Directors ") to be required or suitable for the promotion of commercial or industrial development and expan- sion, the promotion of employment or for use by commercial, manufacturing or industrial enterprises, irrespective of whether in existence or required to be acquired or con- structed after the making of such findings by the Board of Directors. Section 4. That the Articles of Incorporation of the Corporation and the Bylaws of the Corporation, in the forms attached hereto, are hereby approved for use and adoption by the Corporation; provided, however, that any amendments to the Articles of Incorporation shall be subject to the further approval of the Governing Body. - 3 - Section 5. That the Governing Body shall approve by written resolution any agreement to issue bonds, including refunding bonds, adopted by the Corporation, which agreement and resolution shall set out the amount and purpose of the bonds. Furthermore, no issue of bonds, including refunding bonds, shall be sold and delivered by the Corporation without a written resolution of the Governing Body adopted no more than 60 days prior to the date of the sale of the bonds specifically approving the resolution of the Corporation pro- viding for the issuance of the bonds.. s. Section 6: That, upon dissolution of the Corporation, the Unit shall accept title to or`other interests in any real or personal property owned by the Corporation at such time. Section 7: That this Resolution is adopted for the purpose of satisfying the conditions and requirements of the Act and of Section 103 of the Internal Revenue Code of 1954, as amended and the regulations prescribed thereunder from time to time and for the benefit of the Corporation, the Unit, the owners or holders from time to time of the obli- gations of the Corporation and .all other interested persons. Section 8: That the Governing Body has considered evi- dence of the posting of notice of this meeting and officially finds, determines, recites and declares that a sufficient written notice of the date, hour, and place of this meeting and of the subject of this resolution was posted on a bulletin board located at a place convenient to the public in the City Hall of the Unit for at least 72 hours preceding the scheduled time of such meeting; and that such place of posting was readily accessible to the general public at all times from such time of posting until the scheduled time of such meeting; and that such meeting was open to the public as required by law at all times during which the Resolution and the subject matter thereof was discussed, considered and - 4 - formally acted upon, all as required by the Open Meetings L'a w, Article 6252 -17> Vernon's Texas Civil Statutes, as amended. The Governing Body further ratifies, approves and confirms such written notice and the contents and posting thereof. PASSED AND APPROVED this X ' ' day of )1226m/A4k_, X929 rr 1 ATTEST: JQ,ANNE LAND, ity Secretary LARRY L. TO N, Mayor City of Round Rock, Texas - 5 - PETITION FOR CREATION OF ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION We, the undersigned qualified electors of Round Rock, Texas, (the "Unit "), each of whom is at least eighteen years of age, hereby request the City Council (the "Governing Body ") of the Unit to authorize and approve by resolution, pursuant to the Development Corporation Act of 1979, 1979 Tex. Gen. Laws, Chapter 700, Section 1, at 1675, the creation of the ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION (the "Corporation ") to act on behalf of the Unit in the promotion and development of commercial, industrial and manufacturing enterprises to promote and encourage employment and the pub- lic welfare. We further request that the Governing Body approve the attached Articles of Incorporation to be used in organizing the Corporation and the attached Bylaws to be used in governing the internal affairs of the Corporation. IN WITNESS WHEREOF, we have hereunto set our hands this 11th day of December , 19 79. Name Robert E. Rhoades a m Boles Richard A. Wells THE STATE OF TEXAS COUNTY OF_WILLIAMSON .� Address 4 deAe 51 S Dennis 7 � ou✓►d Rock ,7 '1,74(y JS 12oc.4 (, eel govka Qdc h !i 7x474 a I, the undersigned, a NQ Public, do hereby certify that on this day of A/ AIAJ , 19 9'9, personally appeared before me: .- � ♦" fi=r � :.- ice.. -. � ' . Jim Boles Richard A. Wells who each being by me first duly sworn, severally . declared that they are the persons who signed the foregoing petition as incorporators, and that the statements therein contained are true. - IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. JANET L. SCHWARZ NOTARY PUBLIC WILLI:WAN COUNiy, TEXAS MY COMMISSION EXPIRES THE STATE OF TEXAS COUNTY OF WILLIAMSON N % -tary Public in and for Williamson County, Texas My Commission Expires: /4, '/ aur41. lqc/ I, the undersigned, a Notary Public, do hereby certify that on this j' A. day of 1)EcE. m/ 2 , 1979, personally appeared before me Robert E. Rhoades, who being by me first duly sworn, declared that he is the person who signed the foregoing petition as an incorporator, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. 1. C Notary Public in and for Williamson County, Texas A /ANE L. J4IP4€ My Commission Expires: //-29 -80 •1 BYLAWS OF ROUND ROCK INDUSTRIAL DEVELOPMENT CORPORATION ARTICLE I POWERS AND PURPOSES Section 1. Financing of Industrial Development Projects. In order to implement the purposes for which the Corporation was formed as set forth in the Articles of Incorporation, the Corporation shall issue obligations to finance all or part of the cost of one or more commercial, industrial or manufactur- ing projects to promote and develop commercial, industrial and manufacturing enterprises to promote and encourage employ- ment and the public welfare, pursuant to the provisions of the Development Corporation Act of 1979, 1979 Tex. Gen. Laws, Chapter 700, Section 1, at 1675 (the "Act "). Section 2. Conditions Precedent to Issuance of Obliga- tions. The Corporation shall not issue any obligations unless: 1) The City Council (the "Governing Body ") of Round Rock, Texas (the "Unit ") has approved by written resolu- tion any agreement to issue obligations adopted by the Corporation, which agreement and resolution shall set out the amount and purpose of the obligations. No issue of obligations, including refunding bonds, shall be sold and delivered by the Corporation without a written reso- lution of the Governing Body adopted no more than sixty (60) days prior to the date of sale of the obligations specifically approving the resolution of the Corporation providing for the issuance of the obligations; and 2) The Texas Industrial Commission, or the executive director thereof, has approved the contents of any lease, sale or loan agreement made by the Corporation under the Act in connection with the issuance of obliga- tions by affirmatively finding that the lessee, pur- chaser or borrower has the business experience, finan- cial resources and responsibility to provide reasonable assurance that all obligations and interest thereon to be paid from or by reason of such agreement will be paid as the same become due. . Section § '3• Books- and ' Records; Approval of Programs and Financial Statements. The Corporation shall keep correct and complete books and records account and shall also keep minutes `of: the proceedings o'f its 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 will have access to the books and records of the Corporation. The Unit shall be entitled to approve all programs and expenditures of the Corporation and annually review any financial statements of the Corporation. Section 4. Nonprofit Corporation. The Corporation shall be a nonprofit corporation, and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm or corporation, except that in the event the Board of Directors of the Corporation (the "Board of Directors ") shall determine that sufficient provi- sion has been made for the full payment of the expenses, bonds and other obligations of the Corporation issued to finance all or part of the cost of a project, then any net earnings of the Corporation thereafter accruing with respect to said project shall be paid to the Unit. ARTICLE II BOARD OF DIRECTORS Section 1. Powers, Number and Term of Office. The proper- ty 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 five (5) direc- tors, each of whom shall be appointed by the Governing Body. The directors constituting the first Board of Directors shall be those directors named in the Articles of Incorpora- tion, each of whom shall serve for two (2) years or until his or her successor is appointed as hereinafter provided. Subse- quent directors shall hold office for a term of two (2) years or until their successors are appointed as hereinafter pro- vided. Any director may be removed from office, by the Govern- ing Body, for cause or at will. Section 2. Meetings of Directors. The directors may hold their meetings at such place or places in the State of Texas, - 2 - as the ,Board of,Directors may from time to time determine; provided, however, in the absence of any such determination by the Board of,Directors, the meetings shall be held at the registered office of the Corporation in the State of Texas. Section 3. Regular Meetings. Regular Meetings of the Board of Directors shall be held without necessity of notice at such times and places as shall be designated, from time to time, by resolution of the Board of Directors. Section 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 for the time being in office or upon advice of or request by the Governing Body. The secretary shall give notice to each director of each Special Meeting in person, or by mail, telephone or tele— graph, at least two (2) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all mat— ters 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, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon. Section 5. Quorum. A majority of the directors fixed by the Articles of Incorporation 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 6. Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board of Directors may determine. At all meetings of the Board of Directors, the president shall preside, and in the absence of the president, 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 Directors, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. - 3 - ,,Section 7. Executive Committee. The Board of Directors, by - resolution passed <,by a majority of the directors in office, may ° designate two or. more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except where action of the Board of Directors is specified by law. The executive committee shall act in the manner provided in such resolution. The executive committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office of the Corpora- tion, and shall report the same to the Board of Directors from time to time. Section 8. Compensation of Directors. Directors as such shall not receive any salary or compensation for their serv- ices, except that they may be reimbursed for their actual expenses incurred in the performance of their duties here- under. ARTICLE III OFFICERS Section 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. One person may hold more than one office, except that the president shall not hold the office of secretary. Terms of office 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 in the office of any officer shall be filled by a vote of a majority of the directors. Section 2. Powers and Duties of the President. The president shall be the chief executive officer of the Corpora- tion and, subject to the Board of Directors, he shall be in general charge of the properties and affairs of the Corpora- tion; he shall preside at all meetings of the Board of Directors; in furtherance of the purposes of this Corpora- tion, he may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. — 4 — Section 3. Vice President. The vice president shall have such powers and duties as may be assigned to him 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 to act of the President at the time such action was taken. Section 4. Treasurer. The treasurer shall have custody of all the funds and securities of the Corporation which come into his hands. When necessary or proper, he 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 in the manner prescribed by the Board of Directors; he 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, he shall render a statement of his cash account; he shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose full and accurate accounts of all monies received and paid out on account of the Corpora- tion; he shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors; he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require. Section 5. Secretary. The secretary shall keep the min- utes of all meetings of the Board of Directors in books provided for that purpose; he shall attend to the giving and serving of all notices; in furtherance of the purposes of this Corporation, he may sign with the president in the name of the Corporation, and /or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assign- ments, mortgages, notes and other instruments of the Corpora- tion; he shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities of which the treasurer shall have custody and charge, 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 during business hours, and he shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors. - 5 - Section 6. Compensation. Officers as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE IV PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS . Section 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; and (2) the adoption of these Bylaws by the Board of Direc- tors. Section 2. Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation may at any time and from time to time be amended, provided that the Board of Directors files with the Governing Body a written application requesting that the Governing Body approve such amendment to the Articles of Incorporation, specifying in such application the amendment or amendments proposed to be made. If the Governing Body by appropriate resolution finds and determines that it is advisable that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment, the Board of Directors, shall proceed to amend the Articles as provided in the Act. The Articles of Incorporation may also be amended at any time by the Governing Body at its sole discretion by adopting an amendment to the Articles of Incorporation of the Corpora- tion by resolution of the Governing Body and delivering the Articles of Amendment to the Secretary of State as provided in the Act. These Bylaws may be amended by majority vote of the Board of Directors. Section 3. Interpretation of Bylaws. These Bylaws and all the terms and provisions hereof shall be liberally con- strued to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever.be held to be invalid or .unconstitutional by any court of competent jurisdiction, the 4. f� N . 1 ai remainder of these, Bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of =these Bylaws to any other person or circumstance shall not be affected thereby. - ARTICLE V GENERAL PROVISIONS Section 1. Principal Office. The principal office of the Corporation shall be located in , Texas. The Corporation shall have and continuously maintain in the State of Texas (the "State ") a registered office, and a registered agent whose business office is identical with such registered office, as required by the Act. The registered office may be, but need not be, identical with the principal office in the State, and the address of the registered office may be changed from time to time by the Board of Directors, pursuant to the requirements of the Act. Section 2. Fiscal Year. The fiscal year of the Corpora- tion shall be as determined by the Board of Directors. Section 3. Seal. The seal of the Corporation shall be as determined by the Board of Directors. Section 4. Notice and Waiver of Notice. Whenever any notice whatsoever is required to be given under the provi- sions of the Act, the Articles of Incorporation or these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such meet- ing, except where a director attends a meeting for the express purpose of objecting to the transaction of any busi- ness on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any Regular or Special Meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless required by the Board of Directors. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. - 7 - Section 5. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the president or secretary. The acceptance of.a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation:'"' Section 6. Action Without a Meeting of Directors or Committees. Any.action which may be taken at a meeting of the Board of Directors or of any`committee'may be taken without a meeting..if a consent in writing, setting forth the action to be taken, - shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Secretary of State, the Texas Industrial Commission or any other person. Section 7. Approval or Advice and Consent of the Govern- ing Body. To the extent that these Bylaws refer to any approval by the Unit or refer to advice and consent by the Unit, such advice and consent shall be evidenced by a certi- fied copy of a resolution, order or motion duly adopted by the Governing Body. Section 8. Organizational Control. The Unit may, at its sole discretion, and at any time, alter or change the struc- ture, organization, programs or activities of the Corporation (including the power to terminate the Corporation), subject to any limitation on the impairment of contracts entered into by such Corporation. Section 9. Dissolution of the Corporation. Upon dissolu- tion of the Corporation, title to or other interests in any real or personal property owned by the Corporation at such time shall vest in the Unit.