R-82-454 - 5/27/1982RESOLUTION NO. `T 37 R
RESOLUTION APPROVING THE CREATION OF ROUND ROCK
HEALTH FACILITIES DEVELOPMENT CORPORATION; APPROV-
ING THE ARTICLES OF INCORPORATION AND BYLAWS
THEREOF AND APPOINTING THE INITIAL DIRECTORS
THEREOF; AND CONTAINING OTHER PROVISIONS RELATING
TO THE SUBJECT.
WHEREAS, the Health Facilities Development Act, S.B.
766, 67th Texas Legislature, Regular Session, 1981, (the
"Act "), authorizes the creation and organization of public
non - profit health facilities development corporations to act
as duly constituted authorities of cities to provide, expand
and improve health facilities, as defined in the Act; and
WHEREAS, the Act authorizes such public non - profit
health facilities development corporations to issue revenue
obligations and to utilize the proceeds from the sale of such
obligations to pay all or a part of the cost of, or to make a
loan in the amount of all or a part of the cost of, a health
facility; and
WHEREAS, the Act further authorizes cities to create and
utilize such public non - profit housing finance corporations
to accomplish such public purposes; and
WHEREAS, in order to promote and carry out the public
purposes set forth in the Act, the City Council of the City
of Round Rock, Texas (the "City "), has determined to approve
the creation of a public non - profit corporation under the Act
to be designated and known as Round Rock Health Facilities
Development Corporation (the "Corporation "); to approve the
proposed Articles of Incorporation and Bylaws of the Corpora-
tion; to appoint certain persons as members of the initial
Board of Directors of the Corporation; and to take certain
related actions set forth more fully hereinafter;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ROUND ROCK, TEXAS:
Section 1. That the City Council of the City hereby
finds, determines, recites and declares that it is in the
public interest and to the benefit of the City's residents
and the citizens of the State of Texas that the Corporation
be created to promote and develop new, expanded or improved
health facilities in order to assist the maintenance of the
public health and the public welfare; that the creation and
organization of the Corporation under the Act as a duly
constituted authority of the City is hereby approved and that
the Corporation is hereby authorized to act on behalf of the
City for the limited and purely public purposes of acquiring,
constructing, providing, improving, financing and refinancing
health facilities.
Section 2. That the City Council of the City hereby
approves the Articles of Incorporation of the Corporation in
substantially the form attached hereto as Exhibit "A ", and
authorizes the incorporators of the Corporation to file such
Articles of Incorporation with the Secretary of State of the
State of Texas in the manner provided in the Act; and that
the City Council of the City hereby approved the initial
Bylaws of the Corporation in substantially the form attached
hereto as Exhibit "B ", and authorizes the Board of Directors
to adopt and utilize such Bylaws.
Section 3. That the City Council of the City hereby
appoints kafe
o,
, a 'd J g?�w1J , (each of
een_J(
whom is at least eight18) years of age and a resident of
the City) to serve as the members of the initial Board of
Directors of the Corporation.
Section 4. That the City Council of the City hereby
finds, determines, recits and declares that the creation and
organization of the Corporation will serve a valid public
purpose by improving the adequacy, cost and accessibility of
health care, research and education within the State of Texas.
Section 5. That the City Council of the City hereby
finds, determines, recites and declares that, notwithstanding
that the Corporation shall be a duly constituted authority of
the City, it is not intended to be nor shall it ever be
deemed to be a political subdivision or municipal or politi-
cal corporation of the State of Texas within the meaning of
any Constitutional or statutory provision, including without
limitation, Article III, Section 52 and Article XI, Section 3
of the Texas Constitution.
Section 6. That the City Council of the City hereby
finds, determines, recites and declares that the obligations
of the Corporation shall not be deemed an indebtedness,
liability, general, special or moral obligation or pledge or
loan of the faith or credit or taxing power of the State of
Texas, the City or any other political subdivision or govern-
mental unit, nor shall such obligations constitute an
indebtedness within the meaning of any constitutional or
statutory debt limitation or restriction, or an agreement,
obligation or indebtedness of the City or the State of Texas
within the meaning of any constitutional or statutory provi-
sion whatsoever.
Section 7. That the City Council of the City hereby
finds, determines, recites and declares that it is the pur-
pose, intent and desire of the City in approving the creation
of the Corporation and its Articles of Incorporation, that
such actions comply with the requirements of the Internal
Revenue Code of 1954, as amended, and the Treasury Regula-
tions and Internal Revenue Service rulings promulgated there-
under, including, without limitation, Section 1.103 -1 of the
Treasury Regulations and the Regulations issued pursuant
thereto, to the end that the Corporation shall be deemed to
be a constituted authority acting on behalf of the City
pursuant to the Act and that any bonds or notes issued by the
Corporation shall be considered issued on behalf of the City
by a duly constituted authority of the City empowered to
issue such bonds or notes.
Section 8. That the City Council of the City has con-
sidered evidence of the posting of notice of this meeting and
officially finds, determines, recites and declares that a
sufficient written notice of the date, place, and hour of
this meeting and of the subject of this resolution was posted
for at least seventy -two (72) hours before this meeting was
convened; that such notice was posted on a bulletin board
located at a place convenient to the general public in the
City Hall of the City; that such place was readily accessible
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to the general public at all times from the time of each such
posting until this meeting was convened; and that this
meeting has been open to the public at all times during which
this resolution and the subject matter thereof has been
discussed, considered and formally acted upon; all as
required by the Open Meetings Law, Article 6252 -17, Vernon's
Annotated Texas Civil Statutes, as amended. The City Council
of the City further ratifies, approves and confirms such
written notice and the contents and posting thereof.
ATTEST:
RESOLVED this 27th day of Ma/ 982,
11111Loi #
L RY L. TON , Mayor
City of Round Rock
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ARTICLES OF INCORPORATION
OF
ROUND ROCK HEALTH FACILITIES DEVELOPMENT CORPORATION
We, the undersigned natural persons, each of whom is at
least eighteen (18) years of age and a resident of the City
of Round Rock, Texas, acting as incorporators of a corpora-
tion under the Health Facilities Development Corporations
Act, S.B. 766, 67th Texas Legislature Regular Session 1981,
do hereby adopt the following Articles of Incorporation for
such Corporation:
ARTICLE I
The name of the Corporation is Round Rock Health Facili-
ties Development Corporation.
The purpose of the Corporation is to acquire, construct,
provide, improve, finance and refinance health facilities to
assist the maintenance of the public health.
tion.
ARTICLE II
The Corporation is a non - profit public corporation.
ARTICLE III
The duration of the Corporation shall be perpetual.
ARTICLE IV
ARTICLE V
The Corporation has no members and is a nonstock corpora-
ARTICLE VI
A. The Corporation shall have and possess all powers con-
ferred by the laws of the State of Texas on public nonprofit
corporations created under the Health Facilities Development
Act.
B. All powers of the Corporation shall be vested in a
Board of Directors consisting of five (5) persons, each of
whom shall be appointed by written resolution of the City
Council of the City of Round Rock, Texas, and each of whom
shall be a resident of such city. Each initial director named
in Article VIII hereof, and each subsequent director, shall
serve for a term of two (2) years or until his or her
successor is appointed by the City Council of the City of
Round Rock, Texas; provided, however, that any director may
be removed from office at any time, for cause or at will, by
written resolution of the governing body of the City of Round
Rock, Texas.
C. These Articles of Incorporation may be amended at any
time and from time to time by the Board of Directors with the
approval of the City Council of the City of Round Rock,
Texas, or by written resolution of the City Council of the
City of Round Rock, Texas, in its sole discretion, subject,
however, to limitations on the impairment of contracts
entered into by the Corporation, all under and in accordance
with the Health Facilities Development Act.
EXHIBIT "A"
D. All other 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 Health Facilities
Development Act, or any other law of the State of Texas.
ARTICLE VII
The street address of the initial registered office of
the Corporation is 214 E. Main, Round Rock, Texas, 78664, and
the name of its initial registered agent at such address is
Joanne Land.
ARTICLE VIII
The number of directors constituting the initial Board
of Directors of the Corporation is five (5). The names and ad-
dresses of the members of the initial Board of Directors are:
NAME ADDRESS
Round Rock, Texas
Round Rock, Texas
Round Rock, Texas
Round Rock, Texas
Round Rock, Texas
ARTICLE IX
The names and street addresses of the incorporators are:
NAME ADDRESS
Round Rock, Texas
Round Rock, Texas
Round Rock, Texas
ARTICLE X
The name of the Corporation's sponsoring entity is the
City of Round Rock, Texas. The address of the Corporation's
sponsoring entity is 214 E. Main Street, Round Rock, Texas
78664. The City of Round Rock, Texas, has by resolution
specifically authorized the Corporation to act on its behalf
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to further the public purpose set forth herein, and has
approved these Articles of Incorporation.
IN WITNESS WHEREOF, we have hereunto set our hands this
day of , 1982.
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
I,
certify that on this
being by me first duly
person who signed the
and that the statements
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
I,
certify that on this
being by me first duly
person who signed the
and that the statements
, a Notary Public, do hereby
day of , 1982,
personally appeared before me, who
sworn, declared that he or she is the
foregoing document as an incorporator,
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
the day and year above written.
Notary Public in and for
The State of Texas
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, a Notary Public, do hereby
day of , 1982,
personally appeared before me, who
sworn, declared that he or she is the
foregoing document as an incorporator,
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
the day and year above written.
Notary Public in and for
The State of Texas
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
I , a Notary Public, do hereby
certify that on this day of 1982,
personally appeared before me, who
being by me first duly sworn, declared that he or she 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 day and year above written.
Notary Public in and for
The State of Texas
4
BYLAWS OF
ROUND ROCK HEALTH FACILITIES DEVELOPMENT CORPORATION
ARTICLE I
BOARD OF DIRECTORS
Section 1. Powers, Number and Term of Office. Subject to
the restrictions contained in the Health Facilities Develop-
ment Act, S.B. 766, Texas Legislature, Regular Session, 1981
(the "Act "), and the Articles of Incorporation of the Corpora-
tion (the "Articles of Incorporation ")', all powers of the
Corporation shall be vested in a Board of Directors
consisting of five (5) persons, each of whom shall be
appointed and hold office in accordance with the provisions
of Article VI of the Articles of Incorporation.
Section 2. Meetings of Directors. The directors may hold
their meetings at such place or places in the State of Texas
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
principal office of the Corporation.
Section 3. Regular Meetings. Regular meetings of the
Board of Directors may be held, without the necessity for
advance notice, at such times and places as shall be desig-
nated from time to time by resolution of the Board of
Directors. No notice shall be required for a regular meeting.
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
then in office or upon request by the City Council of the
City of Round Rock, Texas (the "City ").
The secretary shall give notice of each special meeting
to each director in person or by mail, telephone, or
telegraph, at least two (2) 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, 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 any matter 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.
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.
EXHIBIT "B"
Section 7. Executive Committee. The Board of Directors,
by resolution adopted by a majority of the directors in
office, may designate three 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, shall cause such minutes to be
recorded in books kept for that purpose, in the office of the
Corporation, and shall report the same to the Board of
Directors from time to time.
Section 8. Compensation of Directors. Directors shall
not receive any salary or compensation for their services,
except that they may be reimbursed for their actual expenses
incurred in the performance of their duties hereunder.
ARTICLE II
OFFICERS
Section 1. Titles and Terms 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.
All officers shall be subject to removal from office,
with or without cause, at any time, by a vote of a majority
of the whole 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 bonds, deeds, conveyances,
franchises, assignments, mortgages, notes, contracts and
other obligations in the name of the Corporation.
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 a 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 for
collection, on behalf of the Corporation, 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
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Directors; he may sign all receipts and vouchers for payments
made to the Corporation, either alone or jointly with such
other officers as may be designated by the Board of
Directors; whenever required by the Board'of Directors, he
shall render a statement of his cash accounts; he shall enter
or cause to be entered regularly in the books of the Corpora-
tion to be kept by him for that purpose full and accurate
accounts of all monies received and paid out on account of
the Corporation; he shall perform all acts incident to the
position of treasurer, subject to the control of the Board of
Directors; and he shall, if required by the Board of
Directors, give such bond for the faithful discharge of his
duties as the Board of Directors may regbire.
Section 5. Assistant Treasurers. Each assistant
treasurer shall have the usual powers and duties pertaining
to his office, together with such other powers and duties as
may be assigned to him by the Board of Directors. The
assistant treasurers shall exercise the powers of the
treasurer during that officer's absence or inability to act.
Section 6. Secretary. The secretary shall keep the
minutes 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 normal 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.
Section 7. Assistant Secretaries. Each assistant sec-
retary shall have the usual powers and duties pertaining to
his office, together with such other powers and duties as may
be assigned to him by the Board of Directors or the secre-
tary. The assistant secretaries shall exercise the powers of
the secretary during that officer's absence or inability to
act.
Section 8. Compensation. Officers shall not receive any
salary or compensation for their services, except that they
may be reimbursed for their actual expenses incurred in the
performance of their duties hereunder.
ARTICLE III
PROVISIONS REGARDING ARTICLES OF INCORPORATION
AND BYLAWS
Section 1. Effective Date. These Bylaws shall become
effective upon their adoption by the Board of Directors of
the Corporation.
Section 2. Amendments to Bylaws. These Bylaws may be
amended at any time and from time to time by majority vote of
the Board of Directors, with the approval of the City Council
of the City.
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Section 3. Interpretation of Bylaws. These Bylaws and
all the terms and provisions hereof shall be liberally
construed 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
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 circumstances shall not
be affected thereby.
ARTICLE IV
GENERAL PROVISIONS
Section 1. Principal Office. The principal office of the
Corporation shall be as determined by resolution of the Board
of Directors; provided, however, that the principal office of
the Corporation shall be located in the City.
Section 2. Registered Office and Agent. The Corporation
shall have and continuously maintain in the State of Texas a
registered office, and 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 of the Corporation. The registered
agent and the registered office may be changed from time to
time by the Board of Directors, in accordance with the
requirements of the Act.
Section 3. Fiscal Year. The fiscal year of the Corpora-
tion shall be as determined by resolution of the Board of
Directors.
Section 4. Seal. The seal of the Corporation shall be as
determined by resolution of the Board of Directors.
Section 5. 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
business on the ground that the meeting is not lawfully
called or convened. Neither the business to be transacted 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.
Section 6. Resignations. Any director or officer may
resign at any time; provided, however, that any such resigna-
tion shall be made in writing and shall not take effect until
the successor to such director or officer shall have been
elected or appointed and shall have qualified.
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Section 7. Action Without a Meeting of Directors or Com-
mittees. 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 of the Board of Directors taken at a regular or special
meeting duly called and convened.
Section 8. Books and Records. The Corporation shall keep
correct and complete books and records %of account and shall
keep minutes of the proceedings of its Board of Directors.
All such books, records and minutes shall be available for
inspection by any director or officer or a duly authorized
representative thereof or by any duly authorized representa-
tive of the City.
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