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R-89-1385 - 11/29/1989ROUND ROCK GOLF, INC. MEETING MONDAY, DECEMBER 11, 1989, 7:00 P.M. CITY COUNCIL CHAMBER 221 EAST MAIN STREET ROUND ROCK, TEXAS i. CALL TO ORDER - 7:00 P.M. 2. ROLL CALL 3. NEW BUSINESS: DIRECTORS Mike Robinson Charles Culpepper John Hood Tish Oatman Pete Correa Ronnie Jean Jimmy Joseph AGENDA A. Consider receipt of Articles of Incorporation and authorizing same to be filed in the official records of the Corporation. B. Consider the adoption of Corporate By -Laws. C. Consider election of Officers. D. Consider approval of Corporate Seal. E. Consider establishment of a principle Corporate office. F. Consider appointment of Corporate counsel. G. Consider a resolution authorizing the President to execute a GROUND LEASE, a GOLF COURSE CONSTRUCTION AND LEASE/ PURCHASE AGREEMENT, TRUST AGREEMENT, and all other documents related to the subject transaction. 4. ADJOURNMENT 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 7th of December, 1989 at 5:00 P.M. J ne Land A istant City Manager/ City Secretary COUNCILMEMSERS M S Q AYE NAY ABSTAIN M S AYE NM Councilman Hood , // o V Councilwoman Gatman Councilman Correa Councilman Jean s(1 '! , Mayor Pro -tem Culpepper \v// / V CCounc JOseph ilman Mayor Robinson V TOTAL AGENDA ITEM 1 2 ITEM READ IN ITS: ENTIRETY 10TION: CARRIED V/ FAILED VOTE MOTION CHECK CHART CITY OF ROUND ROCK, TEXAS OFFICE OF THE CITY SECRETARY MEETING MINUTE SLIP DATE: //) - I/ (� 1 BY CAPTION ONLY Dispense 2nd Reading CARRIED FAILED :SCUSSION OR ACTION NEEDED: COU,NCILMEMSERS M S Q AYE NAY ABSTAIN M S AYE HAY Councilman Hood ccoatmuncilwoman (ban • Councilman Correa Councilman Jean Mayor Pro - tem Culpepper V / \/ Councilman 6seph Mayor Robinson TOTAL AGENDA ITEPI 1 ITEM READ IN ITS: ENTIRETY 10TION: DATE: 1,c VOTE CARRIED V FAILED 4:2-i/49 / MOTION CHECK CHART CITY OF ROUND ROCK, TEXAS OFFICE OF THE CITY SECRETARY MEETING MINUTE SLIP BY CAPTION ONLY Dispense 2nd Ending CARRIED FAILED SCUSSION OR ACTION NEEDED: v Non — Profit TiFfate of T.ex tts SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF ROUND ROCK GOLF, INC. CHARTER NO. 1134464 The undersigned, as Secretary of State of the State of Texas, hereby certifies hat Articles of Incorporation for the above corporation duly signed and verified pursuant to the provisions of the Texas Non - Profit Corporation Act, have been received in this office and are found to conform to law. ACCORDINGLY the undersigned, as such Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Incorporation and attaches hereto a copy of the Articles of Incorporation. Dated DECEMBER 4 19 89 Secretary of Scat} wj b TCRES ARTICLES OF INCORPORATION OF ROUND ROCK GOLF, INC. 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 governinc 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: 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. FILED in the Office of the Secretory of State of Texas :o 0 4 1989 Corporations Section 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 The name and street address of each incorporator is: Name Address Mike Robinson Charles Culpepper Ronnie Jean ARTICLE VII. 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 1st day of December , 1989. 6. Mik= Robinson Charles Cul4ebtier THE STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF ROUND ROCK VERIFICATION Kathy Stegman , a notary public, do hereby certify that on this 1st day of December , 1989 , 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. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. My commission expires: / Liam n . i Notary Pub is in State of exas 7. THE STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF ROUND ROCK I, JOANNE LAND, Assistant City .Manager /City Secretary of the City of Round Rock, Texas, do hereby certify that the above and foregoing Is a true and correct copy of a resolution passed and adopted by the City Council of �the City of Round Rock, Texas, at a meeting held on the a 1 } M J day of 19 0 N. CERTIFIED by my hand and seal of the City of Round Rock, Texas on this day of / Lam, 19 r} / . 1 11 A/ AL d• /JLA J. NNE LAND Assistant City Manager/ City Secretary 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. RESOLVED this the rAq of /107,44414 LeAf , 1989. ATTEST: /YI.i i /124 J4 nne Landd, , C i y Secretary Mike Ro , Mayor (SEAL) 2 . 7 insan. 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 for attached hereto, are hereby approved for use and adoption by the Corporation. GCRES /3 f5jQ A RESOLUTION AUTHORIZING THE CREATION OF ROUND ROCK GOLF, INC.; CONTAINING OTHER PROVISIONS RELEVANT THERETO. 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: RESOLVED this the __ _ day of / , 7 III.C , 1989. (SEAL) nne Land, City Secretary Mike Robinson, Mayor 2. COUNCILMEMBERS M S Q AYE NAY ABSTAIN M S AYE NAY Councilman rood Councilwoman Caiman ,/ Councilman Correa / V Councilman _ Jean 0 h.))) Mayor Pro - tem Culpeooer V Councilman Jeseph / �f Mavor Robinson TOTAL AGENDA ITEM # °?f ITEM READ IN ITS: ENTIRETY 90TION: eowywt Pio& CARRIED 1/ FAILED MOTION CHECK CHART CITY OF ROUND ROCK, TEXAS OFFICE OF THE CITY SECRETARY MEEETING MINUTE SLIP DATE: I� VOTE BY CAPTION ONLY Dispense 2nd Pending CARRIED FAILED SCUSSION OR ACTION NEEDED: 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 tc 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. 1 0. COUNCILMEMBERS M S Q AYE NAY ABSTAIN M S AYE :NAY Councilman Hood Councilwoman D atman ` / V Councilman Correa Councilman Jean � ' Mayor Pro tem Culpepper Councilman deseph Favor Robinson TOTAL IGENDA ITEM f LOTION: CARRIED FAILED MOTION CHECK CHART CITY OF ROUND ROCK, TEXAS OFFICE OF THE CITY SECRETARY -MEETING MINUTE SLIP DATE: CX it VOTE 0 [TEM READ IN ITS: ENTIRETY BY CAPTION ONLY Dispense 2nd Reading CARRIED FAILED SCUSSION OR ACTION NEEDED: lz - /I -89 COUNCILMEMBERS M S Q AYE NAY ABSTAIN M S AYE 'MY Councilman Hood V Counci Garman lwoman V Councilman Correa V. Councilman Jean Pro Culpepper CCounc JBseph ilman Mayor Robinson '° TOTAL AGENDA ITEM 1 Pao& • DATE: VOTE CARRIED \,1 FAILED tr • MOTION CHECK CHART CITY OF ROUND ROCK, TEXAS OFFICE OF THE CITY SECRETARY MEETING MINUTE SLIP CARRIED FAILED ITEM READ IN ITS: ENTIRETY BY CAPTION ONLY MOTION: r f '_:'t Dispense 2nd Reading SCUSSIDN OR ACTION NEEDED: COUNCILMEMBERS M S Q AYE NAY ABSTAIN M S AYE NAY Councilman Hood Councilwoman Oatman Councilman Correa Councilman Jean 6k, - ::.j:, , e . ,,/ m Mayor Pro — te Culueooer / \; Councilman JOseph \e" Mayor Robinson \i TOTAL SCUSSION OR ACTION NEEDED: MOTION CHECK CHART CITY OF ROUND ROCK, TEXAS OFFICE OF THE CITY SECRETARY -MEETING MINUTE SLIP DATE: -1 1--"A CARRIED \ FAILED VOTE WENDA ITEM i ITEM READ IN ITS: ENTIRETY BY CAPTION ONLY IOTION: Dispense 2nd !leading CARRIED FAILED COUNCILMENBERS M S Q AYE NAY ABSTAIN M S AYE HAY Councilman H Hood ` J V Councilwoman atman ' Councilman Correa Councilman Jean (�/y 7 ( � y % - Mayor Pro — tem Culpepper CCouncilman Jeseph Mavor Robinson TOTAL AGENDA ITEM { MOTION CHECK CHART CITY OF ROUND ROCK, TEXAS OFFICE OF THE CITY SECRETARY MEETING MINUTE SLIP DATE: VOTE . CARRIED FAILED ITEM READ IN ITS: ENTIRETY BY CAPTION ONLY 10TION: Dispense 2nd Reading CARRIED FAILED : SCUSSION OR ACTION NEEDED: RESOLUTION NO. A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A TRUST AGREEMENT, A GROUND LEASE AGREEMENT, A GOLF COURSE CONSTRUCTION AND LEASE /PURCHASE AGREEMENT, AND OTHER MATTERS RELATED THERETO. WHEREAS, in the exercise of its lawful authority, the City of Round Rock, Texas (the "City ") will become the owner of real property as described in Exhibit "A" of the Ground Lease Agreement (the "Property "); and WHEREAS, the City Council of the City has previously determined that a public golf course is desirable and appropriate in the full development and use of the Property for the benefit and use of the general public; and WHEREAS, Round Rock Golf, Inc. ( "Round Rock Golf ") is authorized, pursuant to its Articles of Incorporation, to act as a public instrumentality on behalf of the City for the promotion and development of new and expanded business enterprises through acquisition, ownership, operation, mortgaging or leasing of property for a municipal golf course; and WHEREAS, the Corporation will lease the Property from the City in order to construct and finance the improvements (the "Improvements ") and the equipment (the "Equipment "), described in Exhibit "A" to the Golf Course Construction and Lease /Purchase Agreement between the City and the Corporation (the "Lease Agreement "), and sublease the Property and lease and sell the Improvements and Equipment (collectively referred to as the "Project ") to the City, pursuant to the Lease Agreement; and WHEREAS, the City has determined that it is necessary and desirable to lease and acquire from the Corporation the Project in order to provide a public golf course; and WHEREAS, the City and Corporation desire to enter into a Trust Agreement with First City, Texas - Austin, Austin, Texas, as trustee (the "Trustee "), whereby, among other things, the Corporation will assign, grant and transfer its rights, title and interest under the Lease Agreement, including its rights to receive Lease Payments (as defined in the Lease Agreement) from the City to the Trustee; Now Therefore BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ROUND ROCK GOLF, INC., THAT Section 1. Approval and Execution of Ground Lease. The Ground Lease Agreement, dated as of November 1, 1989, by and between the Corporation, as Lessee, and the City, as Lessor (the "Ground Lease "), attached hereto as Exhibit "A" and incorporated herein by reference as a part of this Resolution for all purposes, is hereby approved as to form and content, and such Ground Lease in substantially the form TCRESTRUST and substance attached hereto, together with such revisions or changes as may be necessary to complete or conform the provisions thereof in accordance with the other documents herein approved, is hereby authorized to be executed by the President and Secretary for and on behalf of the Corporation and as the act and deed of this Board of Directors, and such Ground Lease as executed by such officials shall be deemed approved by the Board of Directors and constitute the Ground Lease herein approved. Section 2. Approval and Execution of Golf Course Construction and Lease /Purchase Agreement. The Golf Course Construction and Lease /Purchase Agreement, dated as of November 1, 1989, by and between the Corporation, as Lessor, and the City, as Lessee (the "Lease Agreement "), attached hereto as Exhibit "B" and incorporated herein by reference as a part of this Resolution for all purposes, is hereby approved as to form and content, and such Lease Agreement in substantially the form and substance attached hereto, together with such revisions or changes as may be necessary to complete or conform the provisions thereof in accordance with the other documents herein approved, is hereby authorized to be executed by the President and Secretary for and on behalf of the Corporation and as the act and deed of this Board of Directors, and such Lease Agreement as executed by such officials shall be deemed approved by the Board of Directors and constitute the Lease Agreement herein approved. Section 3. Approval and Execution of Trust Agreement. The Trust Agreement, dated as of November 1, 1989, by and between the Trustee, the Corporation and the City, Texas (the "Trust Agreement "), attached hereto as Exhibit "C" and incorporated herein by reference as a part of this Resolution for all purposes, is hereby approved as to form and content, and such Trust Agreement in substantially the form and substance attached hereto, together with such revisions or changes as may be necessary to complete or conform the provisions thereof in accordance with the other documents herein approved, is hereby authorized to be executed by the President and Secretary for and on behalf of the Corporation and as the act and deed of this Board of Directors, and such Trust Agreement as executed by such officials shall be deemed approved by the Board of Directors and constitute the Trust Agreement herein approved. Section 4. Authority to Close Transaction. The President is hereby authorized to take such action, or cause such action to be taken, on behalf of the Corporation as may be necessary to close this transaction at the earliest possible date. Section 5. Effect. This Resolution shall take effect immediately upon the adoption hereof. ATTEST: , Secretary By: , President 2. A 0