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HomeMy WebLinkAboutRes 02-36 Creating a Nonprofit Corporation Pursuant to the Texas Non-Profit Corporation ActTOWN OF WESTLAKE RESOLUTION NO. 02-36 A RESOLUTION ORDERING THE CREATION OF A NONPROFIT CORPORATION PURSUANT TO THE TEXAS NON-PROFIT CORPORATION ACT, APPROVING ARTICLES OF INCORPORATION AND BYLAWS FOR, AND APPOINTING THE INITIAL DIRECTORS OF, THE CORPORATION, APPOINTING CERTAIN CONSULTANTS, AND RESOLVING RELATED MATTERS WHEREAS, this Board of Aldermen (the "Board"), as the governing body of the Town of Westlake, Texas (the "Town"), hereby finds that it is in the public interest that a non-profit corporation (the "Corporation") be created under the Texas Non -Profit Corporation Act (the "Act") to act on behalf of the Town as its duly constituted authority and instrumentality, within the meaning of the Internal Revenue Code of 1986, as amended, for the purpose of providing certain facilities; WHEREAS, the Act empowers, among other things, the Corporation to provide management services, with respect to the Town's charter school and other properties, as determined from time to time by the Town; WHEREAS, it is the intent of this Board that the Corporation shall have all powers authorized under the Act and other law to enable it to provide management services with respect to the Town's charter school and other properties; WHEREAS, the Articles of Incorporation (the "Articles") of the Corporation shall provide that no modification of the Articles or the Bylaws (the "Bylaws") of the Corporation shall take effect unless approved by this Board; WHEREAS, this Board intends, by the adoption of this Resolution, to take all action necessary to order the creation of the Corporation with all of the corporate powers and authority granted under the Act and other law; WHEREAS, the meeting at which this Resolution has been considered was open to the public as required by law, and public notice of the time, place, and subject of the meeting has been given in accordance with Chapter 551, Government Code; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1- The findings and declarations contained in the preamble of this Resolution are hereby incorporated as part of this Resolution. SECTION 2. This Board hereby finds and determines that it is in the best interest of the Town and its inhabitants that the Corporation, to be named as specified in the Articles, be created pursuant to the Act to act on behalf of the Town as its duly constituted authority and instrumentality for the purposes and with the powers and authority prescribed by the Act and other law. SECTION 3. This Board hereby orders the creation of the Corporation and approves the Articles in substantially the form attached to this Resolution as an exhibit, and hereby authorizes the incorporators of the Corporation (as identified in such Articles) to file the Articles with the Secretary of State in accordance with law. In the event that the name for the Corporation specified in the Articles is not available, the incorporators are hereby authorized to change the Corporation's name in the Articles without the further approval of the Town. SECTION 4. This Board hereby appoints the persons identified in the Articles to serve as the initial members of the board of directors of the Corporation. SECTION 5. This Board hereby approves the initial Bylaws of the Corporation in substantially the form attached to this Resolution as an exhibit. SECTION 6. It is intended that the Corporation be a duly constituted authority and. instrumentality of the Town within the meaning of regulations and/or revenue rulings of the Treasury Department and/or the Internal Revenue Service of the United States promulgated under Section 115 of the Internal Revenue Code of 1986. SECTION 7. With respect to the Town and its instrumentalities, the Board of Aldermen hereby appoints Larry Williamson as financial advisor, Thomas Allen Moon as finance counsel, and Jenkens & Gilchrist, a Professional Corporation, as special finance counsel. SECTION 8. This Resolution shall take effect immediately upon its adoption. PASSED AND APPROVED ON THIS 23RD DAY OF SEPTEMBER 2002. ATTEST: Scott Bradley, Mayor . Ginger. Crosswy, Town ' cretary Trent O. Petty, Town Manager r APPROVED AS TO FORM: L. S `nton to T wn Attorney ARTICLES OF INCORPORATION of WESTLAKE ACADEMY MANAGEMENT CORPORATION We, the undersigned natural persons, of the age of eighteen (18) years or more, acting on behalf of and as directed by the Town of Westlake, Texas (the "Town"), as the incorporators of a nonprofit corporation (the "Corporation") created under the Texas Non -Profit Corporation Act, TEX. REV. CIV. STAT. ANN. Art. 1396 (Vernon 1997), as amended (the "Texas Non -Profit Corporation Act"), do hereby adopt the following Articles of Incorporation for the corporation ("Corporation"): ARTICLE I The name of the Corporation is "Westlake Academy Management Corporation." ARTICLE II The Corporation is a nonprofit corporation created under the Texas Non -Profit Corporation Act. ARTICLE III The duration of the Corporation is perpetual (subject to dissolution according to law as provided in these Articles of Incorporation). ARTICLE IV The purpose of the Corporation is to act on behalf of the Town as its duly constituted authority and instrumentality and, in connection therewith, to exercise all powers and authority granted, under the Texas Non -Profit Corporation Act and other applicable law. ARTICLE V The Corporation shall have no members and is a nonstock corporation. ARTICLE VI The street address of the initial registered office of the Corporation is 3 Village Circle, Suite 207, Westlake, Texas 76262, and the name of the initial registered agent at that address is Scott Bradley. ARTICLE VII All powers and authority of the Corporation shall be vested in a board of directors (the "Board"), subject to limitations imposed by law or otherwise. The number of directors, their manner of election, and their terms of office shall be fixed by the bylaws of the Corporation consistent with the Texas Non -Profit Corporation Act. The directors shall serve without compensation, except that they shall be entitled to reimbursement for the actual expenses they incur in the performance of their official duties. ARTICLE VIII The number of directors constituting the initial Board shall be six. The respective names and addresses of the initial directors, are as follows: Name of initial Director Address 1. Scott Bradley 10 Paigebrooke Lane Westlake, TX 76262 2. Fred Held 4105 Aspen Lane Westlake, TX 76262 3. - Don Redding 5925 Janet Court Westlake, TX 76262 4. Larry Sparrow 4035 Aspen Lane Westlake, TX 76262 5. Buddy Brown 13298 Thornton Drive Westlake, TX 76262 6. Bill Frey 5924 Janet Court Westlake, TX 76262 ARTICLE IX The respective names and street addresses of the incorporators, each of whom is a citizen of the State of Texas and at least 18 years of age, are as follows: Name of Incorporators I . Scott Bradley 2. Fred Held 3. Don Redding 4. Larry Sparrow 5. Buddy Brown 6. Bill Frey Address 10 Paigebrooke Lane Westlake, TX 76262 4105 Aspen Lane Westlake, TX 76262 5925 Janet Court Westlake, TX 76262 4035 Aspen Lane Westlake, TX 76262 13298 Thornton Drive Westlake, TX 76262 5924 Janet Court Westlake, TX 76262 ARTICLE X On September 23, 2002 the governing body of the Town duly adopted a resolution ordering the creation of the Corporation, authorizing the Corporation to act on behalf of the Town as its duly constituted authority and instrumentality, and approving the form of these Articles of Incorporation. ARTICLE XI These Articles of Incorporation and/or the Bylaws of the Corporation may be amended from time to time by a majority vote of the entire membership of the Board with the approval of the governing body of the Town. Neither the Corporation's initial bylaws nor any amendment thereof shall take effect until approved by the governing body of the Town. ARTICLE XII No dividends shall be paid by the Corporation, and no part of its earnings shall be distributed to or inure to the benefit of the Corporation's directors or officers or to any private person, firm, corporation, or association except in reasonable amounts for services rendered. ARTICLE XIII . To the extcnt- permitted by law, the governing body of the Town, in its discretion and without any action by the Board, may at any time change the structure, organization, programs, or activities of the Corporation or may dissolve the Corporation. If the Board detennines that the Corporation's purposes have been substantially accomplished, and all of the Corporation's debts and claims have been satisfied, or satisfaction thereof has been provided for, the Board shall, upon approval by the governing body of the Town, dissolve the Corporation. Any dissolution of the Corporation shall be subject to any limitations on the impairment of contracts prescribed by the respective constitutions and other applicable law of the United States of America and State of Texas. If the Corporation is dissolved when it has, or is entitled to, any interest in any funds or other property of any kind (real, personal, or mixed), the interest shall not be transferred to private ownership but shall be transferred and delivered to the Town (after satisfaction or provision for satisfaction of the Corporation's debts and claims has been made). ARTICLE XIV Regardless of any other provisions of these Articles of Incorporation or the laws of the State of Texas, the Corporation shall not: I. 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 the Corporation affecting one or more of its purposes); 2. Devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise; or 3. Participate in, or intervene in (including the publication or distribution statements), any political campaign on behalf of any candidate for public office. IN WITNESS WHEREOF, we have executed these Articles of Incorporation on this 23rd day of September, 2002. Scott Bradley, 1pfiorporator Fred Held, Incorporator Don Redding, Incorporator �� Dvwj a Sparrow, Incorporator Buddy Brown, Incorporator Mff corporator MINUTES AND CERTIFICATION On September 23, 2002 the Board of Aldermen of the Town of Westlake, Texas convened in regular meeting at its regular meeting place in Westlake, Texas. The roll of the duly constituted officers and members of the Board of Aldermen was called, which are as follows: Name Office Absent Scott Bradley Mayor Fred Held Alderman XX Don Redding Alderman Larry Sparrow Alderman Bill Frey Alderman Buddy Brown Alderman all of whom were present, except the members indicated above as being absent, thus constituting a quorum. Among other business, a written Resolution bearing the following caption was introduced A Resolution ordering the creation of a nonprofit corporation pursuant to the Texas Non - Profit Corporation Act, approving articles of incorporation and bylaws for, and appointing the initial directors of, such corporation, appointing certain consultants, and resolving related matters The Resolution was read by the Board of Aldermen. The Ordinance was considered by the Board. After due discussion, it was duly moved and seconded that the Resolution be adopted. The Presiding Officer put the motion to a vote of the Board, and the Resolution was adopted by the following vote: AYES: NAYS: p ABSTENTIONS: p The persons named herein are the duly chosen, qualified, and acting officers and members of the Board of Aldermen as indicated herein. Each of the officers and members of the Board of AIdermen was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the aforesaid meeting and that the Resolution would be introduced and considered for adoption at the meeting. The meeting was open to the public, and public notice of the time, place, and purpose of the meeting was given, all as required by Chapter 551 of the Texas Government Code. MINUTES APPROVED AND CERTIFIED TO BE CORRECT and to correctly reflect the duly constituted members of the Board, and the attached copy of the Resolution is hereby certified to be a WAMGTC.TAM 9/19/2002 v1 correct copy of an official copy thereof on file among the official records of the Town, all on September 23, 2002. Mayor SAary,—et Name: Scott Bradley r Nam Ginger Crosswy TAM 1/20/2001 vl BYLAWS of WESTLAKE ACADEMY MANAGEMENT CORPORATION ARTICLE I POWERS AND OPERATIONS IN GENERAL SECTION LL Powers of Corporation The Westlake Academy Management Corporation (the "Corporation") shall have all of the powers and authority granted to nonprofit corporations under the Texas Non -Profit Corporation Act, TEX. REV. CIV. STAT. ANN. Art. 1396 (Vernon 1997), as amended (the "Act"). SECTION 1.2. Records. The Corporation shall keep complete corporate and financial records and minutes of the proceedings of its board of directors (the "Board") and of committees (if any) of the Board in accordance with applicable law. The records and minutes shall be made available for inspection at all reasonable times by any member of the Board (any member, a "Director") or by the Director's authorized agent or by any authorized representative of the Town of Westlake (the "Town"). SECTION 1.3. Regulations. The Corporation, by action of the Board, may promulgate regulations (the "Regulations") governing the Corporation's operation. The Regulations shall not conflict with, and shall be subject to, these Bylaws and the Corporation's Articles of Incorporation (the "Articles"). SECTION 1.4. Staffing Functions. Staff functions of the Corporation may be performed by employees of the Town, under the direction of the Town Manager, subject to payment by the Corporation of the actual costs of the staff functions to be performed, as from time to time may be billed to the Corporation by the Town. The Corporation shall pay the bills upon receipt (or as promptly thereafter as practicable) from any of its funds available for the payment. ARTICLE 11 BOARD OF DIRECTORS SECTION 2.l . Management of Co oration. The Board is responsible for the management of the Corporation. SECTION 2.2. Number. Appointment Term Disqualification, and Removal of Directors. The Board shall consist of six Directors. The Directors constituting the initial Board are those specified in the Articles, and each such Director shall be entitled to serve as a Director as long as such person remains a member in good standing of the Board of Aldermen of the Town. To be eligible to be a Director, a person must be a sitting member in good standing of the Board of Aldermen of the Town. If a Director ceases to be a member in good standing of the Board of Aldermen, such Director shall be deemed to have resigned as a Director as of the moment such person ceases to be a member in good standing of the Board of Aldermen. Upon becoming a member in good standing of the Board of Aldermen of the Town, such member shall be deemed to have been appointed as a Director as of the moment such person becomes a member of the Board of Aldermen. The term of each Director shall be coextensive with such person's term as a member in good standing of the Board of Aldermen. SECTION 2.3. Meetings of Directors. (a) The Board may hold its meetings at any place designated (from time to time) by the Board. In the absence of any designation, meetings shall be held at the principal office of the Corporation. Regular meetings of the Board shall be held at such times and places as designated by resolution of the Board. A special meeting of the Board shall be held whenever called by the president or the secretary of the Corporation or by the Board at the time and place specified by the authority calling the special meeting. Unless otherwise indicated in the notice of a special meeting, any matter that may be acted upon by the Board at a regular meeting may be acted upon at a special meeting. (b) Except as otherwise provided by law, notice to Directors of a regular meeting is not required. Notice of the time and place of each special meeting shall be given to each Director (either by personal delivery, United States mail, telephone, or telecopy) not later than 24 hours in advance of the meeting. Notice of any Board meeting to persons other than Directors shall be given if and to the extent required by law. (c) Attendance of a Director at a meeting shall constitute a waiver by the Director of the notice of meeting, unless the Director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A waiver of a notice in writing, signed by any person entitled to notice (whether before or after the time for giving the notice) shall be deemed to be the equivalent to the giving of notice. SECTION 2.4. Quorum. A majority of the number of Directors fixed by these bylaws as constituting the Board shall constitute a quorum for the transacting of the business of the Corporation. The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board except as otherwise required by law or by these Bylaws or the Articles. SECTION 2.5. Order of Business. The Board shall consider the matters before it in such order as the Board may determine. SECTION 2.6. Committees. The Board, by resolution adopted by a majority of the Directors in office, may designate one or more committees that, to the extent provided in the resolution, shall have the authority of the Board in the management of the Corporation. Each committee shall consist of two or more Directors. Committees that do not have the authority of the Board in the management of the Corporation may be designated by resolution of the Board or by the president of the Corporation, and membership on any committee need not be limited to Directors. SECTION 2.7 Compensation of Directors. Directors are not entitled to receive any compensation for their services as Directors, except for reimbursement of their actual expenses incurred in the performance of their official duties. ARTICLE III OFFICERS SECTION 3.1. Office Titles. The officers of the Corporation shall be a president, a vice president, a secretary, a treasurer, and such other officers as the Board may from time to time appoint. 2 SECTION 3.2. Appointment, Term, Removal Vacancy of Offices. Each officer shall continue to serve until his/her successor is appointed and assumes office. The president of the Corporation shall be the Mayor of the Town, or, if the office of Mayor is vacant, the Mayor Pro - Tem of the Town shall be the president. The vice president of the Corporation shall be the Director, other than the president, who has the longest period of uninterrupted service as a Director. The treasurer of the Corporation shall be the Director, other than the president and vice president, who has the longest period of uninterrupted service as a Director. The secretary shall be designated by a majority of the Board and need not be a Director. SECTION 3.3 President. The president shall preside at all meetings of the Board. The president is -the -chief executive-o-fficer oi'the' Corpora[ion and, subject to the control of the Board, shall have general charge and supervision of the management of the affairs of the Corporation. The president shall cause all orders and resolutions of the Board to be put into effect. The president shall sign and execute all legal documents and instruments in the name of the Corporation when authorized to do so by the Board, except when the signing and execution thereof is delegated by the Board to some other officer or to an agent of the Corporation. SECTION 3.4. Vice -President. The vice-president shall, in the event of the absence or disability of the president, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be assigned from time to time by the Board. SECTION 3.5. Secretary, The secretary shall have charge of the records and correspondence of the Corporation under the direction of the president. The secretary is responsible for the giving of notice of meetings of the Board, and the secretary shall attend the Board meetings and shall take and keep minutes of, and record all votes cast at, the meetings. The secretary shall discharge such other duties as may be assigned from time to time by the president or the Board. SECTION 3.6. Treasurer. (a) To the extent not otherwise provided in any resolution of the Board relating to the issuance of bonds or other obligations of the Corporation or to instruments authorized by Board to provide security therefor, the treasurer shall have the custody of all the funds and securities of the Corporation and shall deposit them to the credit of the Corporation in such banks or other depositories as the Board may designate, (b) The treasurer shall keep proper books of account and other records showing at all times the amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of the Corporation. The treasurer shall, under the direction of the Board, disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the Corporation and shall also make such transfers and other dispositions of the securities of the Corporation as may be ordered by the Board. (c) The treasurer shall also discharge such additional duties as may be assigned from time to time by the Board. The treasurer shall give bond only if required to do so by the Board. The treasurer shall render to the president and to the Directors an account of all transactions of the treasurer and of the financial condition of the Corporation upon request. SECTION 3.7. Compensation of Officers. Officers are not entitled to receive any compensation for their services as officers, except for reimbursement of their actual expenses incurred in the performance of their official duties; provided that, the secretary shall be compensated for services rendered. ARTICLE IV MISCELLANEOUS PROVISIONS SECTION 4.1. Time for Taking Effect. These Bylaws shall take effect upon their adoption by the Board. SECTION 4.2. Resignation. Any Director or any officer of the Corporation may resign at any time. A resignation shall be made by written instrument and shall take effect at the time specified therein or, if no time is so specified, at the time of its receipt by the president or the secretary of the Corporation. The acceptance of a resignation is not necessary to make it effective unless expressly so provided in the instrument of resignation. SECTION 4.3. Fiscal Year. The fiscal year of the Corporation shall be the annual period determined by resolution of the Board. SECTION 4.4. Seal. The official seal of the Corporation shall be as determined by the Board. The seal shall not be necessary to the proper execution by the officers of the Corporation of any document or instrument unless otherwise specified by the Board. special SECTION 4.5. Special Requirements. The Corporation shall comply with the following requirements: (a) The Corporation shall maintain its books and records separate and apart from any other legal entity. entity. (b) The Corporation shall not commingle its assets with the assets of any other legal (c) The Corporation shall maintain financial records separate from any other legal entity. (d) The Corporation shall maintain an "arm's-length" relationship with all other legal entities except as it otherwise required by law. (e) The Corporation shall pay the salaries of its own employees. (f) The Corporation is being organized for the purpose of managing the charter school of the Town and for such other purposes as the Town and the Board may determine from time to time. SECTION 4.6. Amendments. These Bylaws may be amended at any time, and from time to time, by resolution of the Board, which amendment shall not take effect until approved by the governing body of the Town. SECTION 4.7. Inten2retation, These Bylaws shall be liberally construed to effect the purposes of the Corporation. If any part of these Bylaws is ruled invalid by a court of competent jurisdiction, the remainder of these Bylaws shall remain in effect to the fullest extent possible 4 under the application of the ruling. References in these Bylaws to the singular number shall include the plural and vice versa (unless the context otherwise requires).