R-89-1358 - 11/29/1989RESOLUTION NO. /3 J
A RESOLUTION
AUTHORIZING THE CREATION OF ROUND ROCK GOLF, INC.; CONTAINING
OTHER PROVISIONS RELEVANT THERETO.
WHEREAS, three natural persons, of at least eighteen years of age
and qualified electors of the City of Round Rock, Texas (the "City ")
have filed with the City Council of the City of Round Rock, Texas
(the "Council ") a request that the Council authorize and approve the
creation of Round Rock Golf, Inc. (the "Corporation ") and approve the
Articles of Incorporation to be used in creating the Corporation; and
WHEREAS, the Corporation has been or will be created and
organized as a Texas non - profit corporation for such limited
purposes; and
WHEREAS, the Council has reviewed the Articles of Incorporation
and has determined to authorize and approve the creation of the
Corporation, a non - profit entity, as its instrumentality to
accomplish the specific public purpose of the promotion and
development of new and expanded business enterprises through the
acquisition, ownership, operation, mortgaging or leasing of property
for a municipal golf course; NOW THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS;
SECTION 1. That the Corporation is hereby authorized and
approved for creation.
SECTION 2. That the Corporation is hereby designated as an
instrumentality of the City (within the meaning of those terms in the
regulations of the U.S. Department of the Treasury and the rulings of
the Internal Revenue Service prescribed and promulgated pursuant to
the Internal Revenue Code of 1986, as amended (the "Code ")) and shall
be authorized to act on behalf of the City for the specific public
purpose of the promotion and development of new and expanded business
enterprises through the acquisition, ownership, operation, mortgaging
or leasing of property for a municipal golf course; but the
Corporation is not intended to be and shall not be a political
subdivision or a political corporation within the meaning of the
Constitution and the laws of the State of Texas (the "State ")
including without limitation Article III, Section 52 of the State
Constitution, and the City does not delegate to the Corporation any
of its attributes of sovereignty, including the power to tax, the
power of eminent domain and the police power.
SECTION 3. That the Articles of Incorporation and Bylaws of the
Corporation, in the form attached hereto, are hereby approved for use
and adoption by the Corporation.
GCRES
SECTION 4. That this Resolution is adopted for the purpose of
satisfying the conditions and requirements of the Code, for the
benefit for the Corporation, the City, the owners or holders from
time to time of the obligations of the Corporation and all other
interested persons.
ATTEST:
nne Land, C i y Secretary
(SEAL)
C Dh
RESOLVED this the 471 /— day of A , 1989.
2.
Mike R Hiinson, Mayor
We, the undersigned natural persons, of the age of eighteen (18)
years or more, acting as incorporators of the corporation under the
Texas Non - Profit Corporation Act, with the approval of the governing
body of the City of Round Rock, Texas (the "City ") as evidenced by
the Resolution attached hereto and made a part hereof do hereby adopt
the following Articles of Incorporation for such corporation:
GCRES
ARTICLES OF INCORPORATION
OF
ROUND ROCK GOLF, INC.
ARTICLE I.
The name of the corporation is Round Rock Golf, Inc.
ARTICLE II.
The corporation is a non - profit corporation.
ARTICLE III.
The period of its duration is perpetual.
ARTICLE IV.
The corporation is organized exclusively for the purposes of
benefiting and accomplishing public purposes of, and to act as a
public instrumentality on behalf of, the City, and the specific
purposes for which the corporation is organized on behalf of the City
are the promotion and development of new and expanded business
enterprises through acquisition, ownership, operation, mortgaging or
leasing of property for a municipal golf course. The corporation is
a constituted authority and a public instrumentality within the
meaning of the regulations of the United States Department of the
Treasury and the rulings of the Internal Revenue Service prescribed
and promulgated pursuant to the Internal Revenue Code of 1986, as
amended, and the corporation is authorized to act on behalf of the
City as provided in these Articles of Incorporation. However, the
corporation is not a political subdivision or political corporation
of the State of Texas within the meaning of its constitution and
laws, including without limitation Article III, Section 52 of said
constitution, and no agreements, bonds, debts, or obligations of the
corporation are or shall ever be deemed to be the agreements, bonds,
debts, or obligation, or the lending of credit, or a grant of public
money or thing of value, of or by the City, or any other political
corporation, subdivision or agency of the State of Texas, or a pledge
of the faith and credit of any of them.
ARTICLE V.
The street address of the initial registered office of the
corporation is 221 East Main Street, Round Rock, Texas, and the name
of its initial registered agent at such address is Robert L. Bennett.
ARTICLE VI.
The affairs of the corporation shall be managed by a board of
directors which shall be composed in its entirety of persons
appointed by the governing body of the City. The number of directors
constituting the initial board of directors is seven (7). The names
2.
and street addresses of the persons who are to serve as the initial
directors and the date of expiration of their initial terms as
directors, are as follows:
Name
Mike Robinson
John Hood
Tish Oatman
Pete Correa
Ronnie Jean
Charles Culpepper
Jimmy Joseph
Date of
Address Expiration of Term
1201 St. Williams Ave.
Round Rock, TX 78681
1805 Shadowbrook Circle
Round Rock, TX 78681
504 Karolyn
Round Rock, TX 78664
1512 Circle Drive
Round Rock, TX 78664
516 Deerfoot Drive
Round Rock, TX 78664
1901 Shadowbrook Circle
Round Rock, TX 78681
2410 Messic Loop West
Round Rock, TX 78681
Each director, including the initial directors, shall be eligible for
reappointment. Directors are removable by the governing body of the
City for cause or at will, and must not be appointed for a term in
excess of one (1) year. The directors shall serve as such without
compensation except that they shall be reimbursed for their actual
expenses incurred in the performance of their duties as directors.
Any vacancy occurring on the board of directors through death,
resignation or otherwise shall be filled by appointment by the
governing body of the City to hold office until the expiration of the
term.
3.
June 30, 1990
June 30, 1990
June 30, 1990
June 30, 1990
June 30, 1990
June 30, 1990
June 30, 1990
ARTICLE VII.
The name and street address of each incorporator is:
Name Address
Mike Robinson
Charles Culpepper
Ronnie Jean
ARTICLE VIII.
The corporation shall have no members and is a nonstock
corporation.
ARTICLE IX.
Regardless of any other provisions of these Articles of
Incorporation or the laws of the State of Texas, the corporation
shall not:
(1) Permit any part of the net earnings of the
corporation to inure to the benefit of any private
individual (except that reasonable compensation may be paid
for personal services rendered to or for personal services
rendered to or for the corporation affecting one or more of
its purposes) except that in the event the board of
directors shall determine that sufficient provision has
been made for full payment of the expenses, debts or
obligations of the corporation, then any net earnings of
the corporation thereafter accruing shall be paid to the
City;
4.
1201 St. Williams Avenue
Round Rock, Texas 78681
1901 Shadowbrook Circle
Round Rock, Texas 78681
516 Deerfoot Drive
Round Rock, Texas 78664
(2) Carry on propaganda, or otherwise attempt to
influence legislation;
(3) Participate in, or intervene in (including the
publication or distribution of statements), any political,
campaign on behalf of any candidate for public office; or
(4) Attempt to influence the outcome of any specific
public election or to carry on, directly or indirectly, any
voter registration drives.
ARTICLE X.
If the corporation is a private foundation within the meaning of
Section 509(a) of the Code, the corporation:
(1) Shall distribute its income for each taxable year
at such time and in such manner as not to become subject to
the tax on undistributed income imposed by Section 4942 of
the Code;
(2) Shall not engage in any act of self - dealing as
defined in Section 4941(d) of the Code;
(3) Shall not retain any excess business holdings as
defined in Section 4943(c) of the Code;
(4) Shall not make any investments in such manner as
to subject it to tax under Section 4944 of the Code; and
(5) Shall not make any taxable expenditures as
defined in Section 4945(d) of the Code.
5.
ARTICLE XI.
Upon the dissolution of the corporation, its assets shall be
distributed exclusively to the City after satisfaction or provision
for satisfaction of debts and claims.
ARTICLE XII.
As used herein, references to the "Internal Revenue Code of 1986"
and the "Code" include corresponding provisions of any subsequent
federal tax law.
IN WITNESS WHEREOF, we have hereunto set our hand this day
of , 1989.
6.
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF ROUND ROCK
1 , , a notary public, do hereby
certify that on this day of , 19 , personally
appeared before me, Mike Robinson, Charles Culpepper, and Ronnie
Jean, 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 herein contained are true.
My commission expires:
VERIFICATION
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
7.
TCBYLAWS
BYLAWS
OF
ROUND ROCK GOLF, INC.
ARTICLE I
BOARD OF DIRECTORS
Section 1. Powers, Number and Term of Office. The property and
affairs of Round Rock Golf, Inc. (the "Corporation ") shall be managed
and controlled by the Board of Directors, and subject to the
restrictions imposed by law, by the Articles of Incorporation or by
these Bylaws, the Directors shall exercise all of the powers of the
Corporation.
The Directors shall be duly appointed by official action of the
City Council of the City of Round Rock, Texas (the "City "). There
shall always be at least five (5) Directors. All Directors may be
removed from office, with or without cause, by official action of the
City Council.
The Board of Directors shall consist initially of the seven (7)
Directors named in the Corporation's Articles of Incorporation, but
the number of Directors may be increased or decreased (providing such
decrease does not have the effect of shortening the term of any
incumbent Director) from time to time by unanimous action of the then
qualified Directors, provided that the number of Directors shall
never be less than three (3). Any vacancies resulting from any such
action shall be filled by the City Council.
Section 2. Meetings of Directors. The Directors may hold their
meetings and may have an office and keep the Corporation's books and
records at such place or places in the State of Texas, or outside the
State of Texas, as the Board of Directors may from time to time
determine, provided, however, in the absence of any such
determination, such place shall be the Corporation's registered
office in the State of Texas.
Section 3. Annual Meetings. The Annual Meeting of the Board of
Directors shall be held at the Corporation's office (or such other
place as is designated by the President and the Secretary) on such
date as is determined by the Board of Directors for the purposes of
electing officers for the ensuing year and to transact such other
business as may be brought before such Annual Meeting. The Secretary
shall give notice of the Annual Meeting at least thirty (30) days
before the Annual Meeting to each Director.
Section 4. Regular Meetings. Regular Meetings of the Board of
Directors shall be held at such times and places as shall be
designated, from time to time, by resolution of the Board of
Directors. No notice of any Regular Meeting shall be necessary.
Section 5. Special Meetings. Special Meetings of the Board of
Directors shall be held whenever called by the President or by the
Secretary or by a majority of the Directors then in office.
The Secretary shall give notice of each Special Meeting in
person, or by mail, telegraph or telephone at least two (2) days
2 .
before the meeting to each Director. Unless otherwise indicated in
the notice thereof, any and all matters pertaining to the
Corporation's purposes 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
Corporation's purposes may be considered and acted upon.
Section 6. Quorum. A majority of the then acting Directors
shall constitute a quorum for the consideration of matters pertaining
to the Corporation's purposes; provided, however, Directors present
by proxy may not be counted toward a quorum. If at any meeting of
the Board of Directors there be less than a quorum present, a
majority of those present may adjourn the meeting from time to time.
The act of a majority of the Directors present in person or by proxy
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, by the Articles of Incorporation, or by these
Bylaws.
Section 7. Proxies. A Director may vote in person or by proxy
executed in writing by the Director. No proxy shall be valid after
three (3) months from the date of its execution. Each proxy shall be
revocable unless expressly provided therein to be irrevocable, and
unless otherwise made irrevocable by law.
Section 8. Conduct of Business. At the meetings of the Board of
Directors, matters pertaining to the Corporation's purposes shall be
3.
considered in such order as the Board of Directors may determine from
time to time.
At all meetings of the Board of Directors, the President shall
preside, and in the absence of the President, a chairperson shall be
chosen by the Board of Directors from among the Directors present.
The Corporation's Secretary shall act as secretary of all
meetings of the Board of Directors, but in the absence of the
Secretary, the chairperson may appoint any person to act as secretary
of the meeting.
Section 9. Executive Committee. The Board of Directors may, by
resolution passed by all of the Directors then in office, designate
three (3) 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 required by law, by the Articles of
Incorporation or by these Bylaws. The Executive Committee shall act
in the manner provided in such resolution. The Executive Committee
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 Corporation's office, and shall report the same to the
Board of Directors from time to time.
Section 10. Compensation of Directors. Directors, as such, shall
not receive any salary or compensation for their services as
Directors, provided, that nothing contained herein shall be construed
4.
to preclude any Director from receiving compensation which is not
excessive for personal services (rendered in other than a "Director"
capacity) which are reasonable and necessary in carrying out the
Corporation's purposes.
ARTICLE II
OFFICERS
Section 1. Titles and Term of Office. The officers of the
Corporation shall be a President, one or more Vice Presidents, 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 the Secretary. Except for those officers elected at
the Corporation's Organizational Meeting, the term of office for each
officer shall be that one (1) year period commencing with the date of
the Annual Meeting of the Board of Directors at which each such
officer is elected. The term of office for those officers elected at
the Corporation's Organizational Meeting shall be that period of time
beginning with the date of the Organizational Meeting and ending on
the date of the Corporation's first Annual Meeting. In any event, a
duly - elected officer shall serve in the office to which he or she is
elected until his or her respective successor has been elected and
qualified.
All officers shall be subject to removal, with or without cause,
at any time by an affirmative vote of a majority of the Directors.
A vacancy in the office of any officer shall be filled by an
affirmative vote of a majority of the Directors.
5.
Section 2. Powers and Duties of the President. The President
shall be the Corporation's principal executive officer and, subject
to the Board of Directors, he or she shall be in general charge of
the Corporation's properties and affairs; he or she shall preside at
all meetings of the Board of Directors; in furtherance of the
Corporation's purposes and subject to the limitations contained in
the Articles of Incorporation, he or she 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 Presidents. A Vice President shall have such
powers and duties as may be assigned to him or her by the Board of
Directors including the performance of the duties of the President
upon the death, absence, or resignation of the President or upon the
President's inability to perform the duties of his or her office.
Any action taken by the Vice President in the performance of the
duties of the President as assigned by the Board of Directors 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 Corporation's funds and securities which come into his or her
hands. When necessary or proper, he or she may endorse, on behalf of
the Corporation, checks, notes and other obligations for collection
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 or she may sign all receipts
6.
and vouchers for payments 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 or she
shall render a statement of his or her cash account; he or she shall
enter or cause to be entered regularly in the Corporation's books to
be kept by him or her for that purpose full and accurate accounts of
all moneys received and paid out on account of the Corporation; he or
she shall perform all acts incident to the position of Treasurer
subject to the control of the Board of Directors; he or she shall, if
required by the Board of Directors, give such bond for the faithful
discharge of his or her duties in such form as the Board of Directors
may require.
Section 5. Secretary. The Secretary shall keep the minutes of
all meetings of the Board of Directors in books provided for that
purpose; he or she shall attend to the giving and serving of all
notices; in furtherance of the Corporation's purposes and subject to
the limitations contained in the Articles of Incorporation, he or she
may sign with the President in the name of the Corporation and /or
attest the signatures thereto, all contracts, conveyances,
franchises, bonds, deeds, assignments, mortgages, notes and other
instruments of the Corporation; he or she shall have charge of the
Corporation's 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 the inspection of any Director upon
7.
application at the Corporation's office during business hours; and he
or she shall in general perform all duties incident to the office of
Secretary subject to the control of the Board of Directors.
Section 6. Compensation. Officers shall be entitled to receive
such salary or compensation for personal services which are necessary
and reasonable in carrying out the Corporation's purposes as the
Board of Directors may from time to time determine, provided, that in
no event shall the salary or compensation be excessive.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The Corporation's fiscal year shall be
as determined by the Board of Directors.
Section 2. Seal. The Corporation's seal, if any, shall be such
as may be approved by the Board of Directors from time to time.
Section 3. Notice and Waiver of Notice. Whenever any notice
whatever is required to be given by mail under the provisions of
these Bylaws, such 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 at his post office address,
as it appears on the Corporation's books, and such notice shall be
deemed to have been given on the day of such mailing. A waiver of
notice, signed by the person or person entitled to said notice,
8.
whether before or after the time stated therein, shall be deemed
equivalent thereto.
Section 4. Resignations. Any Director or officer may resign at
any time. Such resignations 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 5. Action Without a Meeting of Director or Committees.
Any action which may be taken at a meeting of the Board of Directors
or of any committee thereof 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.
ARTICLE IV
AMENDMENTS
These Bylaws may be altered, amended, or repealed by the
affirmative vote of a majority of the Directors at any annual or
regular meeting, or at any special meeting if notice of the proposed
amendment be contained in the notice of said special meeting except
that no such amendment shall be valid unless the members of the City
Council of the City are notified of such amendment thirty (30) days
prior to such meeting.
9.
ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each present and former Director and officer shall be indemnified
by the Corporation against liabilities imposed upon him or her and
expenses reasonably incurred by him or her in connection with any
claim against him or her, or any action, suit or proceeding to which
he or she may be a party by reason of his or her being, or having
been, such Director or officer, and against such sum as independent
counsel selected by the Directors shall deem reasonable payment made
in settlement of any such claim, action, suit proceeding primarily
with the view of avoiding expenses of litigation; provided, however,
that no Director or Officer shall be indemnified (a) with respect to
matters as to which he or she shall be adjudged in such action, suit
or proceeding to be liable for negligence or misconduct in
performance of duty, (b) with respect to any matters which shall be
settled by the payment of such which independent counsel selected by
the Directors shall not deem reasonable payment made primarily with a
view to avoiding expense of litigation, or (c) with respect to
matters for which such indemnification would be against public
policy. Such right of indemnification shall be in addition to any
other rights to which Directors or officers may be entitled.
10.
DATE: November 27, 1989
SUBJECT: Special Called City Council Agenda, November 29, 1989
ITEM: 3A. Consider a resolution approving the Articles of
Incorporation and By -laws for the creation of Round
Rock Golf, Inc., a non - profit corporation and other
matters related thereto.
STAFF RESOURCE PERSON: Steve Sheets /Bob Bennett
STAFF RECOMMENDATION:
This resolution will authorize the creation of a Round Rock Golf, Inc.,
a non - profit corporation necessary to complete the financing package
for the golf course.
Staff recommends that the Council members serve as the Board of
Directors of this corporation.
Staff recommends adoption of the resolution.
RESOLUTION NO. 2001 -01
RESOLUTION OF BOARD OF DIRECTORS OF ROUND ROCK GOLF, INC.
WHEREAS, on December 1, 1989, the Articles of Incorporation of
Round Rock Golf, Inc. (the "Corporation ") were adopted and approved by
the governing body of the City of Round Rock, Texas; and
WHEREAS, the Corporation was organized as a Texas non - profit
corporation for limited purposes, namely to promote and to develop new
and expanded business enterprises through acquisition, ownership,
operation, mortgaging or leasing of property for a municipal golf
course; and
WHEREAS, these limited purposes have all been fulfilled; and
WHEREAS, a majority of the Corporation's Board of Directors has
reviewed the Articles of Dissolution of the non - profit Corporation and
wishes to approve the same; Now Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS FOR ROUND ROCK GOLF,
INC.,
That Round Rock Golf, Inc. should be dissolved; and
That the Articles of Dissolution of Round Rock Golf, Inc., a copy
of which are attached hereto as Exhibit "A ", are hereby approved; and
That the Articles of Dissolution should be submitted to the City
Council of Round Rock for approval to file them with the Secretary of
State.
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ARTICLES OF DISSOLUTION
FOR ROUND ROCK GOLF, INC.
Pursuant to the provisions of article 6.05 of the Texas Non - Profit Corporation Act,
the undersigned corporation adopts the following articles of dissolution.
1. The name of the corporation is Round Rock Golf, Inc.
2. The file number of the corporation is Charter No. 1134464.
3. A resolution to dissolve was adopted at a meeting of directors held on August
23, 2001, and received the votes of a majority of the directors in office, there
being no members having voting rights in respect thereof.
4. All debts, obligations and liabilities of the corporation have been paid and
discharged or adequate provision has been made therefor.
5. All remaining property and assets of the corporation have been transferred,
conveyed or distributed in accordance with the provisions of the Texas Non -
Profit Corporation Act.
6. There are no suits pending against the corporation in any court.
O:Awdux \ con A gnlAgcneroAD000869ZDOC
EXHIBIT
President, Round Rock Golf, Inc.
ATTEST:
RESOLVED, this 23rd day of August, 2001.
Secretary, Round Rock Golf, Inc.
2
17
L
President, Round Rock Golf, Inc.
ARTICLES OF DISSOLUTION
FOR ROUND ROCK GOLF, INC.
Pursuant to the provisions of article 6.05 of the Texas Non - Profit Corporation Act,
the undersigned corporation adopts the following articles of dissolution.
1. The name of the corporation is Round Rock Golf, Inc.
2. The file number of the corporation is Charter No. 1134464.
3. A resolution to dissolve was adopted at a meeting of directors held on August
23, 2001, and received the votes of a majority of the directors in office, there
being no members having voting rights in respect thereof.
4. All debts, obligations and liabilities of the corporation have been paid and
discharged or adequate provision has been made therefor.
5. All remaining property and assets of the corporation have been transferred,
conveyed or distributed in accordance with the provisions of the Texas Non -
Profit Corporation Act.
6. There are no suits pending against the corporation in any court.
O_ \w doa \corr\gnl \general \00008697. DOC
President, Round Rock Golf, Inc.
ARTICLES OF DISSOLUTION
FOR ROUND ROCK GOLF, INC.
Pursuant to the provisions of article 6.05 of the Texas Non - Profit Corporation Act,
the undersigned corporation adopts the following articles of dissolution.
1. The name of the corporation is Round Rock Golf, Inc.
2. The file number of the corporation is Charter No. 1134464.
3. A resolution to dissolve was adopted at a meeting of directors held on August
23, 2001, and received the votes of a majority of the directors in office, there
being no members having voting rights in respect thereof.
4. All debts, obligations and liabilities of the corporation have been paid and
discharged or adequate provision has been made therefor.
5. All remaining property and assets of the corporation have been transferred,
conveyed or distributed in accordance with the provisions of the Texas Non-
Profit Corporation Act.
6. There are no suits pending against the corporation in any court.
O: \wdox \core \gn I \gcncral \00008697.DOC
President, Round Rock Golf, Inc.
CITY OF ROUND ROCK, TEXAS
ROUND ROCK GOLF, INC. MEETING
THURSDAY, AUGUST 23, 2001— 6:00 P.M.
CITY COUNCIL CHAMBER
221 EAST MAIN STREET
BOARD OF DIRECTORS
Robert Stluka
Tom Nielson
Alan McGraw
Carrie Pitt
Earl Palmer
Isabel Gallahan
Gary Coe
CERTIFICATE
The City Council Chamber is wheelchair accessible.
Requests for any special accommodations must be made 48 hours prior to the meeting.
Contact 218 -5401. Requests for information may be faxed to 218 -7097.
AGENDA
1. Call Meeting To Order — 6:00 p.m.
2. Roll Call
3. Consider Election of Officers
4. Consider a resolution approving the Articles of Dissolution for Round Rock Golf,
Inc.
5. Adjournment
I certify that the above notice of a Round Rock Golf, inc. meeting was posted on the bulletin
board at the City Hall of the City of Round Rock, Texas, on the 17th day of August 2001 at 4:30
p.m.
JO,`NNE LAND, Assistant City Manager/
City Secretary
CITY OF ROUND ROCK, TEXAS
ROUND ROCK GOLF, INC. MEETING
THURSDAY, AUGUST 23, 2001— 6:00 P.M.
CITY COUNCIL CHAMBER
221 EAST MAIN STREET
BOARD OF DIRECTORS
Robert Stluka ✓
Tom Nielson ✓
Alan McGraw
Carrie Pitt
Earl Palmer
Isabel Gallahan
Gary Coe V
i
/ AGENDA
Call Meeting To Order — 6:00 p.m.
Roll Call
3. Consider Election of Officers
4. Consider a resolution approving the Articles of Dissolution for Round Rock Golf,
Inc.
5 Adjournment 0 Y
r
CERTIFICATE
I certify that the above notice of a Round Rock Golf, Inc. meeting was posted on the bulletin
board at the City Hall of the City of Round Rock, Texas, on the 17th day of August 2001 at 4:30
p.m.
NE LAND, Assistant City Manager/
City Secretary
The City Council Chamber is wheelchair accessible.
Requests for any special accommodations must be made 48 hours prior to the meeting.
Contact 218 -5401. Requests for information may be faxed to 218 -7097.
Board of Directors
Moved
Seconded
Yes
No
Abstain
Tom Nielson
Alan McGraw
Carrie Pitt
Earl Palmer
Isabel Gallahan
Gary Coe
Robert Stluka
DATE:
ITEM: 3
ROUND ROCK GOLF, INC.
ACTION CHART
'�1
Board of Directors
Moved
Seconded
Yes
No
Abstain
Tom Nielson
//
Alan McGraw
V
Carrie Pitt
V
Earl Palmer
Isabel Gallahan
V
Gary Coe
\/
Robert Stluka
`',/
V
DATE:
ITEM: 4
ROUND ROCK GOLF, INC.
ACTION CHART
RESOLUTION NO. 2001 -01
RESOLUTION OF BOARD OF DIRECTORS OF ROUND ROCK GOLF, INC.
WHEREAS, on December 1, 1989, the Articles of Incorporation of
Round Rock Golf, Inc. (the "Corporation ") were adopted and approved by
the governing body of the City of Round Rock, Texas; and
WHEREAS, the Corporation was organized as a Texas non - profit
corporation for limited purposes, namely to promote and to develop new
and expanded business enterprises through acquisition, ownership,
operation, mortgaging or leasing of property for a municipal golf
course; and
WHEREAS, these limited purposes have all been fulfilled; and
WHEREAS, a majority of the Corporation's Board of Directors has
reviewed the Articles of Dissolution of the non - profit Corporation and
wishes to approve the same; Now Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS FOR ROUND ROCK GOLF,
INC.,
That Round Rock Golf, Inc. should be dissolved; and
That the Articles of Dissolution of Round Rock Golf, Inc., a copy
of which are attached hereto as Exhibit "A ", are hereby approved; and
That the Articles of Dissolution should be submitted to the City
Council of Round Rock for approval to file them with the Secretary of
State.
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ATTEST:
RESOLVED, this 23rd day of August, 2001.
Secretary, Round Rock Golf, Inc.
2
President, Round Rock Golf, Inc.
1
ARTICLES OF DISSOLUTION
FOR ROUND ROCK GOLF, INC.
Pursuant to the provisions of article 6.05 of the Texas Non - Profit Corporation Act,
the undersigned corporation adopts the following articles of dissolution.
1. The name of the corporation is Round Rock Golf, Inc.
2. The file number of the corporation is Charter No. 1134464.
3. A resolution to dissolve was adopted at a meeting of directors held on August
23, 2001, and received the votes of a majority of the directors in office, there
being no members having voting rights in respect thereof.
4. All debts, obligations and liabilities of the corporation have been paid and
discharged or adequate provision has been made therefor.
5. All remaining property and assets of the corporation have been transferred,
conveyed or distributed in accordance with the provisions of the Texas Non -
Profit Corporation Act.
6. There are no suits pending against the corporation in any court.
0 wdox\ core gungenemn0000s697.00e
EXHIBIT
President, Round Rock Golf, Inc.
RESOLUTION NO. R- 01- 08- 23 -14D2
WHEREAS,on August 23, 2001, a majority of the Board of Directors
of Round Rock Golf, Inc. adopted a resolution to approve the Articles
of Dissolution of Round Rock Golf, Inc., a non - profit corporation; and
WHEREAS, the Board of Directors have filed with the City Council
a request that the City Council authorize and approve the dissolution
of Round Rock Golf, Inc. (the "Corporation "); and
WHEREAS, the Corporation was organized as a Texas non - profit
corporation for limited purposes, namely to promote and to develop new
and expanded business enterprises through acquisition, ownership,
operation, mortgaging or leasing of property for a municipal golf
course; and
WHEREAS, these limited purposes have all been fulfilled; and
WHEREAS, the City Council has reviewed the Articles of
Dissolution of the non - profit Corporation; Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Board of Directors of the Corporation is hereby
authorized to file the Articles of Dissolution for the Corporation,
which are hereby approved for use and adoption.
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
0: \wPmOCS \RESOLUPI \R10 82302- WFE /kw
a
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, and the Act.
RESOLVED, this 23rd day of August, 2001.
E LAND, City Secretary
2
ROB 'T A. STLUKA, JR V, Mayor
City of Round Rock, Texas
ARTICLES OF DISSOLUTION
FOR ROUND ROCK GOLF, INC.
Pursuant to the provisions of article 6.05 of the Texas Non -Profit Corporation Act,
the undersigned corporation adopts the following articles of dissolution.
1. The name of the corporation is Round Rock Golf, Inc.
2. The file number of the corporation is Charter No. 1134464.
3. A resolution to dissolve was adopted at a meeting of directors held on August
23, 2001, and received the votes of a majority of the directors in office, there
being no members having voting rights in respect thereof.
4. All debts, obligations and liabilities of the corporation have been paid and
discharged or adequate provision has been made therefor.
5. All remaining property and assets of the corporation have been transferred,
conveyed or distributed in accordance with the provisions of the Texas Non -
Profit Corporation Act.
6. There are no suits pending against the corporation in any court.
O: \wdaxlcorr\gn I1 gen ern 1100008697. DOC
President, Round Rock Golf, Inc.
DATE: August 17, 2001, 2001
SUBJECT: City Council Meeting — August 23, 2001
ITEM: 14.D.2. Consider a resolution authorizing the Board of Directors of
Round Rock Golf, Inc. to file the Articles of Dissolution for
Round Rock Golf, Inc.
Resource: Steve Sheets, City Attorney
Karen Whitt
History: Round Rock Golf, Inc. was incorporated in 1989 as a non -profit corporation
for the limited purposes of promoting and developing new and expanded
business enterprises through acquisition, ownership, operation, mortgaging or
leasing of property for a municipal golf course. All of these purposes have
been achieved, and therefore, the corporation may be dissolved.
Funding: N/A
Cost:
Source of funds:
Outside Resources: Sheets & Crossfield, P.C.
Impact: N/A
Benefit: Elimination of unnecessary entities.
Public Comment: N/A
Sponsor: N/A
0.
05 -14
TEXAS FRANCHISE NO TAX DUE
INFORMATION REPORT
SHORT FORM -
a■ 13148 d.•01 FINAL
131483011383390601011344640133
c. Taxpayer number
■ 3 01138 - 3390 -6
Do Not Staple or Paper Clip
11 11n�n�� r 1 1nr ..11
ROUND ROCK GOLF INC
221 E MAIN AVE %ROBERT L BENNETT
ROUND ROCK TX 78664 - 5271
YOU ARE ELIGIBLE TO USE THIS FORM TO FILE YOUR NO TAX DUE INFORMATION REPORT
IF YOUR CORPORATION FOR THE ACCOUNTING PERIOD ON WHICH THIS REPORT IS BASED,
• had no gross receipts in Texas;
OR
• had gross receipts everywhere of less than $150,000 (Item 2 and Item 3 must each be less than $150,000.);
OR
• had total taxable capital less than 540,000 (less than 517,800 if this is an initial report) AND earned surplus (including officer and director
compensation, if applicable) of less than 52222.00.
II you are eligible to use this form, complete, sign, and return it by the due date with your Franchise Tax Public Information Report, Form 05 -102. If you
are Ring this report as your final franchise tax report, a Public Information Report is not required.
Beginning
dates of your accounting period date ■
1. Enter the beginning and ending
2. Gross rece for taxable capital
(Leave b ipts it th e is is a w fin al report.)
3. Gross receipts everywhere for taxable earned surplus
Print or type n - • er for or .7' dul authorized agent)
/\ i 4 Cir�/N -7 )
sign k°t,i°er
�
here
TO FILE
4" File number
■ 0113446401 ■ 3
1. Due date
11/06/2001
Taxpayer name and mailing address
o (t authorized agent
- TO REQUEST AN EXTENSION TO FILE A RETURN, DETACH AND RETURN THE EXTENSION FORM BELOW -
(DE 05'191 EXTENSION REQUEST FOR TEXAS
CORPORATION FRANCHISE TAX REPORT
13860 13199 FINAL
1. Taxpayer number
• 3 01138 - 3390 - 6
2. Report year
2001
■01
3- One date
11/06/2001
PM
Taxpayer name and mailing address
For an ertension to file your report, return this request
4444
g. Privilege period covered by this report
01/01/2001 through 12/31/2001
UR NO TAX DUE INFORMATION REPORT, DETACH AND RETURN THE TOP PORTION ONLY.
Keep a copy for your records.
FM
I. 111112r11rArrdrdl
ROUND ROCK GOLF INC
221 E MAIN AVE %ROBERT L BENNETT
ROUND ROCK TX 78664 - 527 1
L_ II
PLEASE READ
INSTRUCTIONS
ON BACK.
lb. •
13860 30113833906 01 0113446401 3 3
0 / 0 10/
$•
$•
•
6. Extension payment
due and payable _ - ■
Please do not write in the space above
If you are filing this report as a final report and need a Certificate
of Account Status for dissolution or to otherwise terminate the
existence of this corporation, please check this box. - ► -
0113446401 • 3'
Mail to: COMPTROLLER OF PUBLIC ACCOUNTS
111 E. 17th STREET
AUSTIN, "TX78774.0100
.,. Check this box
if your mailing
address has
changed.
Ending
date ■
D ate
�0 • o
Please do not write in the space above
0 - 2 3 0/
0 J00
00 00
Da me phone (Area code & number)
YES 1
5. Will you begin using your temporary credit for the report ■
year for which you are requesting this extension? _ _ — — NO 2
Make the amount in Item 6 payable to STATE COMPTROLLER
Mad to: COMPTROLLER OF PUBLIC ACCOUNTS
111 E. 17th STREET, AUSTIN, TX 78774 -0100
Pont or type name (officer, director or duly authorized agent)
Daytime phone (Area code & number)
Date
sign Signature of officer, director or duly authorized agent
here
555 Check this box if your address has changed.
III 111111 ID jI I 1 NH 111111 I If i I II 11 I Jl Il it 111 1If1n llll l ll li
DO NOT SEND IRS FORMS
ROUND ROCK GOLF INC
221 E MAIN AVE %ROBERT L BENNETT ,
ROUND ROCK TX 78664 -5271
"'„'t z-0oB1 (Back) INSTRUCTIONS FOR FILING A NO TAX DUE INFORMATION REPORT • SHORT FORM
FOR TEXAS FRANCHISE TAX
•
"Gross receipts in Texas" is defined in Items 3 and 16.
To determine "total taxable capital," see Items 6 and 7.
To determine "earned surplus" (including officer and director compensation, if applicable), see Item 19, 20, and 21,
If you are icing this report as an initial or annual tranchisa tax report, please refer to "Instructions for Completing Franchise
Tax Reports Originally Due on or After January 1, 1992," Form 05-364. - -
Item 1 - See Item 13 of the instructions for determining accounting period beginning and ending dates.
• Item 2- To determine "Gross receipts everywhere for taxable capital," see Item 4 of the instructions. (NOTE: The dates used for
Item 1 are not necessarily the period used to determine gross receipts everywhere for taxable capital. See Item 2 of the instructions.) -
Item 3 - To determine "Gross receipts everywhere for taxable earned surplus," see Item 17 of the instructions.
If you are filing this report as a final franchise tax report, please refer to "Instructions for Completing the Final Franchise
Tax Report Due January 1, 1992 or Later," Form 05-365.
Item 1- See Item 1 of the instructions for determining accounting period beginning and ending dates.
Item 2 - "Gross receipts everywhere for taxable capital" does not apply to this report period; please leave blank.
Item 3 - To determine "Gross receipts everywhere for taxable earned surplus," see Item 4 of the instructions.
NOTE: You may not file the Texas Franchise No Tax Due Information Report - Short Form for any report originally due prior
to January 1, 2000.
INSTRUCTIONS FOR REQUESTING AN EXTENSION TO FILE
TEXAS FRANCHISE TAX REPORTS
If you need an extension to file your franchise tax report, complete this form and return it with any extension payment due,
postmarked by the original due date of your initial or final franchise tax report or by May 15 for an annual franchise tax report.
The extended due date for the initial and final report is 45 days after the original due date. The extended due date for an annual
report is November 15. If either date falls on a weekend or a legal holiday, the due date is the next business day.
For the initial and final franchise tax report, your extension payment must be at least 90 percent of the tax that will be reported as
due on the report. If you will not owe any tax on the report, you do not have to send a payment, but you MUST submit this request
to be granted an extension to file the report. NOTE: If a Certificate of Account Status is needed for dissolution, merger out of
existence, or withdrawal, the final report and payment must be made before the Certificate can be issued.
For the annual franchise tax report, your extension payment must be at least 90 percent of the tax that will be due with this year's
report or 100 percent of the tax reported as due for the previous calendar year (on the report due in the previous calendar year
filed on or before May 14 of the current year). If you will not owe any tax on the report, you do not have to send a payment, but you
MUST submit this request to be granted an extension to file the report.
For the initial and final franchise tax report, if the timely extension payment is not at least 90 percent of the tax that will be due, then
penalty and interest will apply to any tax not paid by the original due date.
For the annual franchise tax report, if the timely extension payment is not at least 90 percent of the tax that will be due or 100
percent of the tax reported as due in the previous calendar year filed on or before May 14 of the current year, then penalty and
interest will apply to any part of the 90 percent not paid by the original due date and to any part of the 10 percent not paid by the
extended due date.
Corporations that are required to pay their annual franchise tax
by Electronic Funds Transfer (EFT) may request an extension
11111111111111I11111 11 11111111IIIIIIIIII111111111111 l i 111 1111111 illin.1 to hie their franchise tax report to August 15 by remit ing an
extension payment that Is at least 90 percent of the tax that
will be reported as due with this year's report or 100 percent of
a e s e e the tax reported as due for the previous calendar year (on the
ROUND ROCK GOLF INC report due in the previous calendar year filed on or before May
221 E MAIN AVE %ROBERT L BENNETT 14 of the current year). The corporation also has the option to
ROUND ROCK TX 78664- 527lSquest an additional extension of time to file the report. To
request this second extension through November 15, the extension most be requested on or before August 15 and the balance of
the amount of tax that will be reported as due on the franchise tax report for the current year must be paid on or before August 15.
The report must then be filed on or before November 15. If the total amount paid by August 15 is at least 99 percent of the tax due,
any penalties for the underpayment will be waived, provided the total amount due is paid by November 15. If you will not owe any
tax on the report, you do not have to send a payment with either extension request, but you MUST submit this request for each
extension to be granted.
SPECIFIC INSTRUCTIONS:
Item 5 - If you answer "YES," your request must be postmarked on or before the original due date of the report, or you will not be
allowed to begin taking the credit this year. If you are requesting this extension for an initial or final report period,
temporary credit provisions do not apply. and you should answer "NO" to this question.
For information on filing a No Tax Due Information Report - Short Form or requesting an extension to file a franchise tax report, call
1 - nnn_oco_, gel ...0 r.ve ...ei.,n,.d.lo numher is 5121463 -4600. 11 you're calling from a Telecommunications Device for
NAME:(
TfTLE1
I-- DIRECTOR- Social Security No. (OPtiona0
Mike Robinson
President /Treasure
® YES
- MAILING :ADDRESS I
Round Rock, Texas 78664
Telephone No. (Optional)
512 2553612
221 E. Main Street
'NAME
_TI TIE
I;DIRECTOR II Social Security No. (Dptionall
Charles Culpepper I
Vice - President /Secretary
® YES
- MAILING :ADORESSI
Round Rock, Texas 78664
Telephone No (Optional)
512 2553612
221 E. Main Street
-NAME
:TITLE(
I DIRECTOR 1 Social Security No. (Optional)
Robert Stluka
]YES
-MAILING - ADDRESS(
Round Rock, Texas 78664
Telephone No. (Optional)
512 2553612
221 E. Main Street
NAME -1
;TITLE_(
ll- DIRECTOR i Social Security No. (Optional)
Rick Stewart
OD YES
- MAILING ADDRESS_(
Round Rock, Texas 78664
Telephone No. (Optional)
512 2553612
221 E. Main Street
NAME-(
- TITLE -1
1 DIRECTOR :1 Social Security No. ( Optionall
Earl Palmer
El YES
MAILING ADDRESS_(
Round Rock, Texas 78664
Telephone No. (Optional)
1 512 2553612
1_DIRtCTOR'I Social Security No, lOptionail
221 E. Main Street
-NAME)
.T1TLE1
Jimmy Joseph
® YES
- MAILING.ADORESSI
Round Rock, Texas 78664
Telephone No. (Optional)
512 2553612
221 E. Main Street
Texas Charter Number or
Certificate of Authority Number
1;X i rt f p^ Fr° ^phis'
T Repoorm
g.Y
01134464-5
■
1
.yA���i os - loz
PLO6 s C d • 05870
TEXAS FRANCHISE TAX
PUBLIC INFORMATION REPORT
MUST be filed with your Corporation Franchise Tex Report
Corporation name and address
Corporation's principal office
Principal place of bus mess in Texas
00
ROUND ROCK GOLF INC
ROBERT L BENNETT 221 E MAIN STREET
ROUND ROCK, TX 78664
The following information MUST be provided for the Secretary of State by each corporation that files a
Texas Corporation Franchise Tax Report. The information will be available for public inspection. Providing
Social Security and telephone numbers is recommended but not required.
"SECTION A" MUST BE COMPLETE AND ACCURATE. If preprinted information is not correct, write in the correct information.
❑ Check this box only if all preprinted information is complete and accurate_
221 E. Main Street
221 E. Main Street
h. •
c. Taxpayer identification number
• 3- 01138- 3390 -6
d. Report year
• 1992
e. PIR f INO • 1
Round Rock, Texas 78664
Round Rock, Texas 78664
SECTION A. Name, title and mailing address of ea
Do not write in the space above
SECTION B. List each corporation in which this reporting corporation owns an interest of ten percent (10 %) or more.
Enter the information requested for each corporation. If none, enter "NONE ".
Use additional sheets if necessary.
Name of owned (subsidiary) corporation
Name of owned (subsidiary) corporation
State of incorporation
State of incorporation
" or Texas CO* No.
Charter or Texas GOA No.
Percentage Interest
Percentage Interest
SECTION C. List each corporation that owns an interest of ten percent (10 %) or more in this reporting corporation.
Enter the information requested for each corporation. If none, enter "NONE." 218805
Name of owning (parent) corporation State of incorporation Charter or Texas COA No. Percentage Interest
Registered agent and registered office currently on fi le_with the Secretary of State. (Changes must De filed with Inc Secretary of Srere,l
Agent Office:
ROBERT L BENNETT 221 E MAIN STREET
ROUND ROCK-