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RR Golf Inc - 7/25/1991ROUND ROCK GOLF. INC. MEETING THURSDAY, JULY 25, 1991 - 6:00 P.M. CITY COUNCIL CHAMBER 221 EAST MAIN STREET ROUND ROCK, TEXAS DIRECTORS Mike Robinson Charles Culpepper Robert Stluka Tish Oatman Rick Stewart Earl Palmer Jimmy Joseph AGENDA 1. Call Meeting To Order - 6:00 p.m. 2. Roll Call 3. Approval Of Minutes: Organizational meeting of December 11, 1989 4. Consider Election Of Officers 5. Consider authorizing President to execute the First Amendment To Ground Lease Agreement. 6. Consider authorizing President to execute the First Amendmant To Golf Course Construction And Lease /Purchase Agreement. 7. New Business 8. Old Business 9. 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 22nd day of J 1991 at 5:00 p.m. •1/ nne Land, Assistant City Manager/ City Secretary DATE -C ITEM NO. MOTION: M 3 Y N A ACTION: Councilman Stluka V ADOPTED APPOINTED APPOINTED BY ACCLAMATION APPROVED DISAPPROVED FAILED FAILED FOR LACK OF SECOND ORDINANCE OTHER NEEDS SECOND READING NOMINATIONS CEASE RESOLUTION TABLED WITHDRAWN Councilwoman Oatman V / V Councilman Stewart Councilman Palmer Mayor Pro -tem Culpepper Councilman Joseph 4 ✓ Mayor Robinson -.5'- t .�� MORON: - M S Y N A Councilman Stluka Councilwoman Oatman Councilman Stewart / � � f - , L` r " r Councilman Palmer 0 " , � Mayor Pro -tem Culpepper l. �-t �� �E \,. Councilman Joseph Mayor Robinson ROUND ROCK CITY COUNCIL MEETING MOTION / ACTION CHECK CHA (50)YLC.,. ROUND ROCK -el-Ty ' COUNCIL MEETING MOTION / ACTION CHECK CHART DATE 1 -∎ 5 -9 MOTION: Councilman Stluka Councilwoman Oatman Councilman Stewart Councilman Palmer Mayor Pro -tem Culpepper Councilman Joseph M S Mayor Robinson MOTION: Councilman Stluka Councilwoman Oatman Councilman Stewart Councilman Palmer Mayor Pro -tem Culpepper Councilman Joseph Mayor Robinson M 5 Y v N N A A ITEM NO. 3 ACTION: ADOPTED APPOINTED APPOINTED BY ACCLAMATION APPROVED DISAPPROVED FAILED FAILED FOR LACK OF SECOND ORDINANCE OTHER NEEDS SECOND READING NOMINATIONS CEASE RESOLUTION TABLED WITHDRAWN n DATE vc /'.5. n , X ITEM NO. MOTION: ( y / p/ M . 5 Y N A ACTION: Councilman Stluka \//' ADOPTED APPOINTED APPOINTED BY ACCLAMATION APPROVED DISAPPROVED FAILED FAILED FOR LACK OF SECOND ORDINANCE OTHER NEEDS SECOND READING NOMINATIONS CEASE RESOLUTION TABLED WITHDRAWN Councilwoman Oatman ` / V Councilman Stewart / ,,/ Councilman Palmer Mayor Pro-tem Culpepper t f 1" ° ;-, Councilman Joseph V Mayor Robinson MOTION: M S Y N A Councilman Stluka Councilwoman Oatman U4i. f f Councilman Stewart _. Councilman Palmer Mayor Pro -tem Culpepper Councilman Joseph Mayor Robinson ROUND ROCK CITY COUNCIL MEETING MOTION / ACTION CHECK CHART ROUND ROCK CITY COUNCIL MEETING MOTION / ACTION CHECK CHART DATE a 5 MOTION: Councilman Stluka Councilwoman Oatman Councilman Stewart Councilman Palmer Mayor Pro -tem Culpepper Councilman Joseph Mayor Robinson MOTION: Councilman Stluka Councilwoman Oatman Councilman Stewart Councilman Palmer Mayor Pro -tem Culpepper Councilman Joseph Mayor Robinson M M 5 S Y V Y N N A A ITEM NO. 5: 1 ACTION: ADOPTED APPOINTED APPOINTED BY ACCLAMATION APPROVED DISAPPROVED FAILED FAILED FOR LACK OF SECOND ORDINANCE OTHER NEEDS SECOND READING NOMINATIONS CEASE RESOLUTION TABLED WITHDRAWN <: 1!s r THE STATE OF TEXAS COUNTY OF WILLIAMSON The Board of Directors of Round Rock Golf, Inc. convened its organizational meeting at 7:00 P.M. on December 11, 1989, at 221 E. Main, Round Rock, Texas, said meeting having been called by a majority of the incorporators of the Corporation. Present at the meeting were the following members of the initial Board of Directors named in the Articles of Incorporation: Mike Robinson, John Hood, Tish Oatmen, Pete Correa, Charles Culpepper and Jimmy Joseph, with Ronnie Jean absent, thus constituting a majority and a quorum of the initial Board of Directors. MINRRGOLF MINUTES OF THE ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF ROUND ROCK GOLF, INC. Articles of Incorporation The first matter to come before the Board of Directors was the receipt of the Articles of Incorporation and the Certificate of Incorporation of the Corporation as filed with the Secretary of State of the State of Texas. The Board of Directors received the Articles of Incorporation and the Certificate of incorporation and unanimously directed that a copy of each be filed in the official records of the Corporation. Bylaws The Board of Directors next considered the adoption of corporate bylaws. A document entitled "Bylaws of Round Rock Golf, Inc." was presented to the Board of Directors and the provisions thereof were reviewed and discussed. By motion duly made, seconded, and carried by a unanimous vote, the Board of Directors adopted the bylaws as presented and directed that a copy of the bylaws be filed following the minutes in the official records of the Corporation. Officers The Board of Directors next considered the matter of electing officers of the Corporation, including a President, Vice President, Secretary, and Treasurer. By motion duly made, seconded, and carried by unanimous vote, the Board of Directors elected the following slate of officers: Mike Robinson President and Treasurer Charles Culpepper Vice President and Secretary Each officer so appointed, being present, accepted his or her office. Seal The Board of Directors next considered the matter of adopting a corporate seal. A seal was presented to the Board of Directors, consisting of two concentric circles containing the words "Round Rock Golf, Inc. ", and in the center of the circles a five- pointed star and the word "Texas ". By motion duly made, seconded, and carried by a unanimous vote, the Board of Directors adopted the seal as presented. An imprint of the seal thus adopted follows: Principal Office Appointment of Counsel (SEAL) The Board of Directors next considered the establishment of a principal corporate office. By motion duly made, seconded, and carried by a unanimous vote, the Board of Directors established 221 E. Main, Round Rock, Texas, within said city, as the principal office of the Corporation. The Board of Directors next considered the matter of appointing a qualified attorney as counsel for the Corporation. By motion duly made, seconded, and carried by a unanimous vote, the Board of Directors appointed Stephan L. Sheets as attorney for the corporation. There being no further business to come before the Board of Directors, the meeting was adjourned. APPROVED: Mike Robinson, President (SEAL) 2. Charles Culpepper, Secretary This First Amendment to Ground Lease Agreement ( "Amendment ") is entered into effective as of 1991, by and between the City of Round Rock, Texas, a home rule municipal corporation ( "City "), and Round Rock Golf, Inc. ( "Round Rock Golf "), a Texas corporation. Whereas, that certain Ground Lease Agreement was executed by City and Round Rock Golf as of December 1, 1989; and Whereas, City and Round Rock Golf desire to amend the Ground Lease Agreement as provided below; Now Therefore For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, City and Round Rock Golf do hereby modify the Ground Lease Agreement as follows: 1. Exhibit A. Exhibit A describing by metes and bounds approximately 185.25 acres of land is deleted in its entirety and Exhibit A attached hereto is substituted therefor. To the extent necessary to effect the terms and provisions of this Amendment, the Ground Lease Agreement is hereby amended. In all other respects, the Ground Lease Agreement is hereby ratified and confirmed. GCFATGLA FIRST AMENDMENT TO GROUND LEASE AGREEMENT By: By: EXHIBIT CITY OF ROUND ROCK, TEXAS Mike Robinson, Mayor ROUND ROCK GOLF, INC. 5. Mike Robinson, its President STATE OF TEXAS COUNTY OF STATE OF TEXAS COUNTY OF 2. § This instrument was acknowledged before me on 19 , by Mike Robinson, Mayor of City of Round Rock, a Texas municipal corporation, on behalf of said corporation. Notary Public, State of Texas Printed Name: My commission expires: § This instrument was acknowledged before me on 19 , by Mike Robinson, President of Round Rock Golf, Inc., a Texas corporation, on behalf of said corporation. Notary Public, State of Texas Printed Name: My commission expires: ROUND ROCK CITY COUNCIL MEETING MOTION / ACTION CHECK CHART DATE MOTION: Councilman Stluka Councilwoman Oatman Councilman Stewart Councilman Palmer Mayor Pro -tem Culpepper Councilman Joseah Mayor Robinson MOTION: Councilman Stluka Councilwoman Oatman Councilman Stewart Councilman Palmer Mayor Pro -tem Culpepper Councilman Joseah Mayor Robinson M S Y J Y N 1 l N A ITEM NO. / 1 ACTION: ADOPTED APPOINTED APPOINTED BY ACCLAMATION APPROVED DISAPPROVED FAILED FAILED FOR LACK OF SECOND ORDINANCE OTHER NEEDS SECOND READING NOMINATIONS CEASE RESOLUTION TABLED WITHDRAWN J 0 This First Amendment to Golf Course Construction And Lease /Purchase Agreement ( "Amendment ") is entered into effective as of , 1991, by and between the City of Round Rock, Texas, a home rule municipal corporation ( "City "), and Round Rock Golf, Inc. ( "Round Rock Golf "), a Texas corporation. Whereas, that certain Golf Course Construction And Lease /Purchase Agreement was executed by City and Round Rock Golf as of December 1, 1989; and Whereas, City and Round Rock Golf desire to amend the Golf Course Construction and Lease /Purchase Agreement as provided below; Now Therefore For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, City and Round Rock Golf do hereby modify the Golf Course Construction And Lease /Purchase Agreement as follows: 1. Exhibit A. Exhibit A describing by metes and bounds approximately 185.25 acres of land is deleted in its entirety and Exhibit A attached hereto is substituted therefor. To the extent necessary to effect the terms and provisions of this Amendment, the Golf Course Construction and Lease /Purchase Agreement is hereby amended. In all other respects, the Golf Course Construction And Lease /Purchase Agreement is hereby ratified and confirmed. GCFAGCCLPA FIRST AMENDMENT TO GOLF COURSE CONSTRUCTION AND LEASE /PURCHASE AGREEMENT By: EXHIBIT it CITY OF ROUND ROCK, TEXAS Mike Robinson, Mayor STATE OF TEXAS COUNTY OF STATE OF TEXAS COUNTY OF 2. ROUND ROCK GOLF, INC. By: § Mike Robinson, its President This instrument was acknowledged before me on 19 , by Mike Robinson, Mayor of City of Round Rock, a Texas municipal corporation, on behalf of said corporation. Notary Public, State of Texas Printed Name: My commission expires: This instrument was wacknowledged before me on 19 , by Mike Robinson, President of Round Rock Golf, Inc., a Texas corporation, on behalf of said corporation. Notary Public, State of Texas Printed Name: My commission expires: